S-1

As filed with the Securities and Exchange Commission on September 14, 2010

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alliance Bancorp, Inc. of Pennsylvania

and Alliance Bank Profit Sharing/401(k) Plan

(Exact name of registrant as specified in its articles of incorporation)

Pennsylvania	6036	90-0606221
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

541 Lawrence Road

Broomall, Pennsylvania 19008

(610) 353-2900

(Address, including zip code, and telephone number,

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

Dennis D. Cirucci

President and Chief Executive Officer

Alliance Bancorp, Inc. of Pennsylvania

541 Lawrence Road

Broomall, Pennsylvania 19008

(610) 353-2900

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

including area code, of agent for service)

Copies to:

Raymond A. Tiernan, Esq.	John J. Spidi, Esq.
Hugh T. Wilkinson, Esq.	James C. Stewart, Esq.
Kenneth B. Tabach, Esq.	Malizia Spidi &Fisch, PC
Elias, Matz, Tiernan & Herrick L.L.P.	Suite 200 West
734 15th Street, N.W., 11th Floor	1227 25th Street, N.W.
Washington, D.C. 20005	Washington, D.C. 20037
202-347-0300	202-434-4670

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 of 1933, check the following box. þ

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. o

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. o

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 registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered	per Unit	Offering Price	Fee
Common Stock, $.01 par value per share	6,888,174 shares(1)	$10.00	$68,881,740(2)		$4,912
Participation interests	318,019 interests(2)				—	(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Regulation 457(o) under the Securities Act.
(2)	The securities of Alliance Bancorp, Inc. of Pennsylvania to be purchased by the Alliance Bank Profit Sharing/401(k) Plan are included in the common stock being registered. Pursuant to Rule 457(h)(2) of the Securities Act of 1933, as amended, no separate fee is required for the participation interests.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the 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 said Section 8(a) may determine.

PROSPECTUS

(Proposed holding company for Alliance Bank)

Up to 3,565,000 Shares of Common Stock for Sale

(Anticipated Maximum)

Alliance Bancorp, Inc. of Pennsylvania, a newly formed Pennsylvania corporation (which we refer to as “Alliance Bancorp — New”), is offering up to 3,565,000 shares of its common stock to the public in connection with the “second step” conversion of Alliance Mutual Holding Company from the mutual to the stock form of organization. All shares of common stock being offered for sale will be sold at a price of $10.00 per share. The shares being offered represent Alliance Mutual Holding Company’s current 59.5% ownership interest in the existing mid-tier holding company for Alliance Bank, a federally chartered corporation also known as Alliance Bancorp, Inc. of Pennsylvania (which we refer to as “Alliance Bancorp”). The remaining 40.5% ownership interest in Alliance Bancorp is now owned by public shareholders and will be exchanged for shares of common stock of Alliance Bancorp — New. The common stock of Alliance Bancorp is currently listed on the Nasdaq Global Market under the symbol “ALLB.” We expect that the common stock of Alliance Bancorp — New will trade under the symbol “ALLBD” for a period of 20 trading days after completion of the conversion and offering. Thereafter, the trading symbol will be “ALLB.”

•  If you are a current or former depositor of Alliance Bank as of one of the eligibility record dates, you may have priority rights to purchase shares in the subscription offering.

•  If you are not a depositor, but are interested in purchasing shares of our common stock, you may be able to purchase shares in the community offering to the extent shares remain available after priority orders are filled.

•  If you are a current shareholder of Alliance Bancorp, the shares you own will be exchanged automatically for between 0.6631 and 0.8971 shares of Alliance Bancorp — New or up to 1.0317 shares in the event the maximum of the offering range is increased by 15%.

We are offering shares of common stock in a “subscription offering” to eligible depositors of Alliance Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to residents of our local communities and the shareholders of Alliance Bancorp. We must sell a minimum of 2,635,000 shares to complete the offering. Stifel, Nicolaus & Company, Incorporated will assist us in selling our common stock on a best efforts basis in the subscription and community offerings. We also may offer for sale shares of common stock not purchased in the subscription offering or community offering in a “syndicated community offering” through a syndicate of selected broker-dealers, with Stifel, Nicolaus & Company, Incorporated serving as a sole book-running manager. We retain the right to accept or reject, in part or in whole, any order received in the community offering or the syndicated community offering. Stifel, Nicolaus & Company, Incorporated is not obligated to purchase any shares of common stock that are being offered for sale.

The minimum order is 25 shares. The subscription offering will end at 2:00 p.m., Eastern Time, on          , 2010. We expect that the community offering, if held, will terminate at the same time, although it may continue without notice to you until          , 2010. The offering may be extended further, if the Office of Thrift Supervision approves a later date. No single extension may exceed 90 days and the offering must be completed by          , 2012. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond          , 2010, or the number of shares of common stock to be sold is increased to more than 4,099,750 shares or decreased to less than 2,635,000 shares. If we extend the offering beyond          , 2010, 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 promptly return your funds, with interest calculated at Alliance Bank’s passbook rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 2,635,000 shares or more than 4,099,750 shares, we will promptly return all funds, with interest, and set a new offering range. All subscribers will be notified and given the opportunity to place a new order. Funds received prior to the completion of the offering will be held in a segregated account at Alliance Bank and will earn interest calculated at Alliance Bank’s passbook savings rate, which is currently     % per annum.

This investment involves a degree of risk, including the possible loss of principal. Please read “Risk Factors” beginning on page 20.

OFFERING SUMMARY
Price Per Share: $10.00

	Minimum		Midpoint		Maximum		Maximum, As Adjusted
Number of shares		2,635,000		3,100,000		3,565,000		4,099,750
Gross offering proceeds	$	26,350,000	$	31,000,000	$	35,650,000	$	40,997,500
Estimated offering expenses, excluding selling agent fees and expenses	$	1,055,000	$	1,055,000	$	1,055,000	$	1,055,000
Estimated selling agent fees and expenses(1)(2)	$	1,223,240	$	1,407,085	$	1,590,931	$	1,802,353
Estimated net proceeds	$	24,071,760	$	28,537,915	$	33,004,069	$	38,140,147
Estimated net proceeds per share	$	9.14	$	9.21	$	9.26	$	9.30

(1)

Includes: (i) selling commissions payable by us to Stifel, Nicolaus & Company, Incorporated in connection with the subscription and community offerings equal to 1.0% of the aggregate amount of common stock sold in the subscription and community offerings (net of insider purchases) or approximately $141,000, at the adjusted maximum of the offering range, assuming that 40% of the offering is sold in the subscription and community offerings and the remaining 60% of the offering will be sold by a syndicate of broker-dealers in a syndicated community offering: (ii) fees and selling commissions payable by us to Stifel, Nicolaus & Company, Incorporated and any other broker-dealers participating in the syndicated offering equal to 6.0% of the aggregate amount of common stock sold in the syndicated community offering, or approximately $1,476,000 at the adjusted maximum of the offering range, and (iii) other expenses of the offering payable to Stifel, Nicolaus & Company, Incorporated and the other broker-dealers that may participate in the syndicated community offering, including the assumptions regarding the number of shares that may be sold in the subscription offering and the syndicated community offering to determine the estimated offering expenses, see “Pro Forma Data” on page    and “The Conversion and the Offering — Marketing Arrangements” on page   .

(2)

If all shares of common stock are sold in the syndicated community offering, the maximum selling agent commissions and expenses would be $1.8 million at the minimum, $2.0 million at the midpoint, $2.3 million at the maximum, and $2.6 million at the adjusted maximum.

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 commission 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.

STIFEL NICOLAUS WEISEL

For assistance, please contact the Stock Information Center, toll-free, at (          )          -          

The date of this prospectus is           , 2010

MAP OF OUR MARKET AREA

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		20
Selected Consolidated Financial and Other Data		29
Forward-Looking Statements		31
Use of Proceeds		32
Our Dividend Policy		33
Market for Our Common Stock		34
Regulatory Capital Requirements		35
Our Capitalization		36
Pro Forma Data		38
Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Business		64
Regulation		89
Taxation		98
Management		100
Beneficial Ownership of Common Stock		113
Proposed Management Purchases		115
The Conversion and Offering		116
Restrictions on Acquisitions of Alliance Bancorp — New and Alliance Bank and Related Anti-Takeover Provisions		140
Description of Our Capital Stock		148
Experts		149
Transfer Agent, Exchange Agent and Registrar		150
Legal and Tax Opinions		150
Registration Requirements		150
Where You Can Find Additional Information		150
Index to Consolidated Financial Statements		F-1
EX-1.2
EX-2.1
EX-3.1
EX-3.2
EX-4.0
EX-8.1
EX-23.2
EX-23.3
EX-99.3
EX-99.4
EX-99.5

SUMMARY

This summary highlights material information from this prospectus and may not contain all the information that is important to you. To understand the stock offering fully, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements of Alliance Bancorp and the section entitled “Risk Factors.”

Alliance Bancorp — New

Alliance Bancorp — New is a newly formed Pennsylvania corporation. Alliance Bancorp — New is conducting this offering in connection with the conversion of Alliance Mutual Holding Company from the mutual to the stock form of organization. The shares of common stock of Alliance Bancorp — New to be sold represent the 59.5% ownership interest in Alliance Bancorp currently owned by Alliance Mutual Holding Company. The remaining 40.5% ownership interest in Alliance Bancorp is currently owned by other shareholders (who are sometimes referred to as the “public shareholders”) and will be exchanged for shares of common stock of Alliance Bancorp — New based on an exchange ratio of 0.6631 to 0.8971. The exchange ratio may be increased to as much as 1.0317 in the event the maximum of the offering range is increased by 15%. The actual exchange ratio will be determined at the closing of the offering and will depend on the number of shares of common stock sold in the stock offering. The executive offices of Alliance Bancorp — New are located at 541 Lawrence Road, Broomall, Pennsylvania 19008, and its telephone number is (610) 353-2900.

Alliance Bank

Alliance Bank is a Pennsylvania-chartered stock savings bank operating out of its executive offices in Broomall, Pennsylvania and nine other full service offices in Delaware and Chester Counties, Pennsylvania. While the bank’s legal name is Greater Delaware Valley Savings Bank, we conduct business, and are known, as “Alliance Bank.” The bank is primarily engaged in single-family residential lending and commercial real estate lending funded by deposits and borrowings. The bank’s loan portfolio primarily consists of single family residential real estate loans and commercial real estate loans. At June 30, 2010, single-family residential real estate loans amounted to $110.4 million or 38.4% of total loans and commercial real estate loans amounted to $136.9 million or 47.6% of total loans. Alliance Bank’s main office is located at 541 Lawrence Road, Broomall, Pennsylvania 19008 and its telephone number is (610) 353-2900.

Alliance Mutual Holding Company

Alliance Mutual Holding Company is a federally chartered mutual holding company which currently is the parent of Alliance Bancorp. The principal business purpose of Alliance Mutual Holding Company is owning more than a majority of the outstanding shares of common stock of Alliance Bancorp. Alliance Mutual Holding Company currently owns 59.5% of the outstanding shares of Alliance Bancorp. Alliance Mutual Holding Company will no longer exist upon completion of the conversion and offering.

Alliance Bancorp

Alliance Bancorp is a federally chartered corporation and currently is the mid-tier stock holding company for Alliance Bank. At June 30, 2010, 59.5% of the issued and outstanding shares of Alliance Bancorp were owned by Alliance Mutual Holding Company, and the remaining 40.5% of Alliance Bancorp’s issued and outstanding shares were owned by the public shareholders. The common stock of Alliance Bancorp is registered under the Securities Exchange Act of 1934, as amended, and is publicly traded on the Nasdaq Global Market. At the conclusion of the offering and the conversion of Alliance Mutual Holding Company, Alliance Bancorp will no longer exist. The existing public shareholders of Alliance Bancorp will have their shares converted into 0.6631 to 0.8971 shares of Alliance Bancorp — New common stock. The shares of common stock being offered by Alliance Bancorp — New represent Alliance Mutual Holding Company’s current ownership interest in Alliance Bancorp. As of June 30, 2010, Alliance Bancorp had $448.4 million in total assets, $381.2 million in total deposits and $48.6 million in stockholders’ equity. The executive offices of

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Alliance Bancorp are located at 541 Lawrence Road, Broomall, Pennsylvania 19008, its telephone number is (610) 353-2900, and its website is www.allianceanytime.com. Information on our website should not be treated as part of this prospectus.

Our Current and Proposed Organizational Structure

We have been organized in the mutual holding company form since 1995. In January 2007, we completed our reorganization into the current two-tier mutual holding company structure. In our 2007 reorganization, existing shareholders of Alliance Bank, including Alliance Mutual Holding Company, exchanged their shares of common stock in Alliance Bank for shares of Alliance Bancorp pursuant to an exchange ratio of 2.09945 shares of Alliance Bancorp common stock for each outstanding share of Alliance Bank common stock. As a result, Alliance Bancorp became the “mid-tier” holding company for Alliance Bank. Prior to such reorganization in 2007, Alliance Bank had been a direct subsidiary of the mutual holding company. In addition, as part of the 2007 reorganization, Alliance Bancorp sold $16.5 million of its common stock, at a purchase price of $10.00 per share, in a public offering. As a result of the 2007 reorganization and offering, the ownership interest of Alliance Mutual Holding Company was reduced from 80.02% to 55.0%. As of June 30, 2010, Alliance Mutual Holding Company owned 59.5% of the issued and outstanding shares of common stock of Alliance Bancorp.

The following chart shows our current ownership structure which is commonly referred to as the “two-tier” mutual holding company structure:

Pursuant to the terms of our plan of conversion and reorganization, we are now converting from the partially public mutual holding company structure to the fully public stock holding company form of organization, in what is known as a “second step” transaction. As part of the conversion, we are offering for sale the majority ownership interest in Alliance Bancorp that is currently owned by Alliance Mutual Holding Company. Upon completion of the conversion and offering, Alliance Mutual Holding Company and Alliance Bancorp will cease to exist, we will be fully owned by public shareholders and there will be no continuing interest by a mutual holding company. Upon completion of the conversion, public shareholders of Alliance Bancorp will receive shares of common stock of Alliance Bancorp — New in exchange for their shares of Alliance Bancorp.

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Following our conversion and this offering, we will be organized as a fully public holding company and our ownership structure will be as follows:

These transactions are commonly referred to as a “second-step” conversion.

Our Operating Strategy

The key elements of our operating strategy include:

Expand Our Market Presence and Geographic Reach.  We continue seek ways to increase our market penetration to grow our business and expand our geographic reach in banking on other complementary financial services businesses.

•  Expanding our Market Presence.  We have increased our market penetration through the use of television, print media and outdoor sign marketing campaigns and by increasing the products and services we offer. We incentivize our employees to cross-sell our products and emphasize a Customer First^® mentality in an effort to maximize the number of our products that each customer, household or business utilizes.

•  Complementary acquisitions.  In addition to organic growth, we continue to evaluate market expansion acquisition opportunities to acquire other financial institutions or financial service companies (such as wealth management and insurance companies) in our current market area as well as contiguous market areas that afford us the opportunity to add complementary products to our existing businesses, although we currently have no plans, agreements or understandings with respect to any acquisitions or de novo openings.

•  De novo branching.  The net proceeds from the offering will facilitate our ability to add new branch locations, either on a de novo basis or through acquisitions to provide our customers with better access and service in addition to filling any gaps in our footprint, although we currently have no plans, agreements or understandings with respect to any acquisitions or de novo openings.

Improve Our Earnings and Diversify Our Income Sources.  We continue to seek ways of increasing our net interest income, net interest margin and other sources of non-interest income.

•  Emphasizing Origination of Commercial Real Estate Loans.  Commercial real estate loans are attractive because they generally provide us with higher yields and less interest rate risk because they typically have adjustable rates of interest and/or shorter terms to maturity in comparison to traditional single-family residential mortgage loans. At June 30, 2010, $136.9 million or 47.6% of our total loan portfolio consisted of commercial real estate loans. The net proceeds from the offering will increase our capital, although we currently maintain regulatory capital in excess of “well capitalized” standards, and will facilitate our ability to expand our loan relationships,

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consistent with our current underwriting guidelines. We intend to continue to emphasize growth in our commercial real estate lending in a manner consistent with our loan underwriting policies and procedures.

•  Expanding Business Banking Operations.  We hired an additional loan officer in 2009 and are currently seeking more relationship managers and loan officers to facilitate increased sales calls on local real estate investors, builders and other area businesses to capitalize on our commercial banking experience and to further penetrate the markets we serve. As a community based bank, we believe that we offer high quality customer service by combining locally based management for fast decisions on loan applications and approvals with customized deposit services which are attractive to small and medium sized businesses.

•  Controlling Non-interest Expense.  We monitor our expense ratios closely and strive to improve our efficiency ratio through expense control and increases in non interest income and in net interest income. Our largest non-interest expense is compensation. We work to limit growth of compensation expense by controlling increases in the number of employees to those needed to support our growth and by maximizing the use of technology to increase efficiency.

•  Considering New Product Lines and Businesses.  We continue to evaluate new product lines in our efforts to maintain a competitive edge and provide our customers with a broad array of products and services to meet the needs of our retail and business customers. In particular, we continue to evaluate financial products to expand our product offerings and improve our non-interest income. In addition, we continue evaluate opportunities to provide our customers with wealth management and insurance products and services and to increase our non-interest income

•  Continuing Residential Mortgage Lending.  As a community bank we continue our mission of supporting the communities we serve by offering a strong line of traditional single-family residential mortgage products. We offer first and second mortgages of various terms using fixed or adjustable rate products. In addition, we offer home equity loans and lines of credit to support short term financing needs. At June 30, 2010, our loans secured by single-family residential mortgages amounted to $110.4 million or 38.4% of our total loan portfolio. At such date, our single-family residential loans included $20.0 million in home equity loans and lines of credit.

Maintaining a Quality Loan Portfolio While Exercising Prudent Underwriting Standards.  While the delinquencies in our loan portfolio have increased during the current economic downturn, we continue to emphasize maintaining strong asset quality by following conservative underwriting criteria, diligently applying our collection efforts, and originating loans secured primarily by real estate. We will continue to focus on asset quality as we seek to expand our commercial lending activities. Our net charge-offs were 0.18% of our average loans outstanding for the six months ended June 30, 2010, while our non-performing assets at June 30, 2010 were $16.1 million, or 3.60% of total assets. Of the $16.1 million, $9.8 million, or 60.9% of total non performing assets, are related to two borrower relationships that we believe are adequately collateralized and reserved against as of June 30, 2010, and are continuing to make payments pursuant to our arrangements with the borrowers.

Improve our Funding Mix and Increase Core Deposits.  We are continuing our efforts to increase our core deposits in order to help reduce and control our cost of funds. We value core deposits because the represent longer-term customer relationships and lower costs of funds. We offer competitive rates on a wide variety of deposit products to meet the individual needs of our customers. We also promote longer term deposits where possible, consistent with our asset liability management goals. In addition, we have focused on lowering outstanding borrowings to improve our funding mix. Since the year ended December 31, 2009, we have reduced borrowings by $21.9 million, or 62.6%, to $13.1 million at June 30, 2010. We intend to continue to pay down our borrowings to improve our funding mix to benefit our net interest margin and results of operations.

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The Offering and Persons Who Can Purchase in the Offering

We are offering common stock which represents the 59.5% ownership interest in Alliance Bancorp now owned by Alliance Mutual Holding Company. We are offering between 2,635,000 and 3,565,000 shares of common stock, at a price of $10.00 per share. The number of shares to be sold may be increased to 4,099,750. The actual number of shares we sell will depend on an independent appraisal performed by RP Financial, LC, an independent appraisal firm. We are also exchanging shares of Alliance Bancorp, other than those held by Alliance Mutual Holding Company, for shares of Alliance Bancorp — New based on an exchange ratio of between 0.6631 and 0.8971. The exchange ratio may be increased to as much as 1.0317 in the event the stock offering closes at the maximum, as adjusted of the valuation range. See “The Conversion and Offering — How We Determined the Price Per Share, the Offering Range and the Exchange Ratio” at page   . Shares are being offered in a subscription offering in the following order of priority.

FIRST:	Eligible Account Holders (depositors at Alliance Bank with $50 or more on deposit as of June 30, 2009).
SECOND:	Alliance Bank’s employee stock ownership plan.
THIRD:	Supplemental Eligible Account Holders (depositors at Alliance Bank with $50 or more on deposit as of          , 2010).
FOURTH:	Other Depositors (depositors at Alliance Bank as of          , 2010).

The subscription offering will terminate at 2:00 p.m., Eastern Time, on          , 2010. We may extend this expiration date without notice to you for up to 45 days, until          , 2010. Once submitted, your order is irrevocable unless the offering is terminated or extended beyond          , 2010. We may request permission from the Office of Thrift Supervision to extend the offering beyond          , 2010, but in no event may the offering be extended beyond          , 2012. If the offering is extended beyond          , 2010, we will be required to notify each subscriber and give each subscriber the opportunity to confirm, change or cancel their order.

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 in the plan of conversion and reorganization. See “The Conversion and Offering — Subscription Offering” at page    for a description of the allocation procedure.

Concurrently with the subscription offering, or commencing after the subscription offering begins, we may also offer shares of common stock to the general public in a community offering. In the community offering, natural persons (and trusts of natural persons) who reside in Delaware and Chester Counties, Pennsylvania, will have a preference, and shareholders of Alliance Bancorp will have a second preference in the community offering after persons residing in Delaware and Chester Counties. The community offering, if commenced, is expected to terminate at 2:00 p.m., Eastern Time, on          , 2010, but may be extended without notice until          , 2010.

Shares not sold in the subscription or community offering may be offered for sale in a syndicated community offering, which would be an offering to the general public on a best efforts basis by a syndicate of selected broker-dealers.

We may begin the syndicated community offering at any time following the commencement of the subscription offering. Stifel, Nicolaus & Company, Incorporated will act as sole book-running manager in the syndicated community offering, which is also being conducted on a best efforts basis. Neither Stifel, Nicolaus & Company, Incorporated nor any other member of the syndicate is obligated to purchase any shares in the syndicated community offering.

We have the right to reject any orders of stock in the community offering and syndicated community offering either in whole or in part. If your order is rejected in part, you cannot cancel the remainder of your order.

The purchase price is $10.00 per share. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Stifel, Nicolaus &

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Company, Incorporated, our conversion advisor and marketing agent in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel, Nicolaus & Company, Incorporated is not obligated to purchase any shares of common stock in the offering.

We may cancel the conversion and the offering at any time prior to the special meeting of depositors of Alliance Bank to vote on the plan of conversion and reorganization and the special meeting of shareholders of Alliance Bancorp to vote on the plan of conversion and reorganization. We may also cancel the conversion and offering after the special meetings with the concurrence of the Office of Thrift Supervision. If we cancel the offering, orders for common stock already submitted will be canceled and subscribers’ funds will be returned with interest calculated at Alliance Bank’s passbook savings rate.

You cannot transfer your subscription rights.  If you attempt to transfer your rights, you may lose the right to purchase shares and may be subject to criminal prosecution and/or other sanctions. Shares purchased in the subscription offering must be registered in the names of all depositors on the qualifying account(s).

How We Determined the Price Per Share, the Offering Range and the Exchange Ratio

The offering range and the exchange ratio are based on an independent appraisal by RP Financial, LC, an appraisal firm experienced in appraisals of savings institutions. The pro forma market value is the estimated market value of our common stock assuming the sale of shares in this offering. RP Financial has indicated that in its opinion as of August 20, 2010, the estimated pro forma market value of our common stock was $52.1 million at the midpoint. In the offering, we are selling the number of shares representing the 59.5% of shares currently owned by Alliance Mutual Holding Company, which results in an offering range between $26.4 million and $35.7 million, with a midpoint of $31.0 million. The appraisal was based in part upon Alliance Bancorp’s financial condition and operations and the effect of the additional capital we will raise from the sale of common stock in this offering.

Subject to regulatory approval, we may increase the amount of common stock offered by up to 15%. Accordingly, at the minimum of the offering range, we are offering 2,635,000 shares, and at the maximum, as adjusted, of the offering range we are offering 4,099,750 shares in the offering. The appraisal will be updated before the conversion is completed. If the pro forma market value of the common stock at that time is either below $44.3 million or above $68.9 million, we will notify subscribers, return their funds, with interest, or cancel their deposit withdrawal authorizations, and subscribers will have the opportunity to place a new order. See “The Conversion and Offering — How We Determined the Price Per Share, the Offering Range and the Exchange Ratio” for a description of the factors and assumptions used in determining the stock price and offering range.

The appraisal was based in part upon Alliance Bancorp’s financial condition and results of operations, the effect of the additional capital we will raise from the sale of common stock in this offering, and an analysis of a peer group of ten publicly traded savings and loan holding companies that RP Financial considered comparable to us. The appraisal peer group consists of the companies listed below. Total assets are as of June 30, 2010.

Company Name and Ticker Symbol	Exchange	Headquarters	Total Assets
			(In millions)
New Hampshire Thrift Bancshares, Inc. (NHTB)	Nasdaq	Newport, New Hampshire	$	939
Harleysville Savings Financial Corporation (HARL)	Nasdaq	Harleysville, Pennsylvania		844
TF Financial Corporation (THRD)	Nasdaq	Newtown, Pennsylvania		721
BCSB Bancorp, Inc. (BCSD)	Nasdaq	Baltimore, Maryland		601
Central Bancorp, Inc. (CEBK)	Nasdaq	Somerville, Massachusetts		542
Elmira Savings Bank (ESBK)	Nasdaq	Elmira, New York		499
Newport Bancorp, Inc. (NFSB)	Nasdaq	Newport, Rhode Island		450
WVS Financial Corp. (WVFC)	Nasdaq	Pittsburgh, Pennsylvania		376
Rome Bancorp, Inc. (ROME)	Nasdaq	Rome, New York		330
Mayflower Bancorp, Inc. (MFLR)	Nasdaq	Middleboro, Massachusetts		256

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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 including, but not limited to, historical income statement information such as return on assets, return on equity, net interest margin trends, operating expense ratios, levels and sources of non-interest income, and levels of loan loss provisions;

•  our historical, present and projected financial condition including, but not limited to, historical balance sheet size, composition and growth trends, loan portfolio composition and trends, liability composition and trends, credit risk measures and trends, and interest rate risk measures and trends;

•  the economic, demographic and competitive characteristics of Alliance Bancorp’s primary market area including, but not limited to, employment by industry type, unemployment trends, size and growth of the population, trends in household and per capita income, deposit market share and largest competitors by deposit market share;

•  a comparative evaluation of the operating and financial statistics of Alliance Bancorp’s with those of other similarly situated, publicly traded companies, which included a comparative analysis of balance sheet composition, income statement ratios, credit risk, interest rate risk and loan portfolio composition;

•  the impact of the offering on Alliance Bancorp’s consolidated stockholders’ equity and earning potential including, but not limited to, the increase in consolidated equity resulting from the offering, the estimated increase in earnings resulting from the reinvestment of the net proceeds of the offering, the estimated impact on the consolidated equity and earnings resulting from adoption of the employee benefit plans and the effect of higher consolidated equity on Alliance Bancorp’s future operations;

•  the impact of consolidation of Alliance Mutual Holding Company with and into Alliance Bancorp, including the impact of consolidation of Allliance Mutual Holding Company’s assets and liabilities, the addition of certain expenses currently borne by Alliance Mutual Holding Company and the elimination of certain intercompany income and expenses; and

•  the trading market for securities of comparable institutions and general conditions in the market for such securities.

Two of the measures investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price to the issuer’s annual net income. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total stockholders’ equity, and represents the difference between the issuer’s assets and liabilities. Tangible book value is equal to total stockholders’ equity less intangible assets. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded companies that RP Financial considered to be comparable to us.

The following table presents a summary of selected pricing ratios for the peer group companies and for us on a reported basis as utilized by RP Financial in its appraisal. These ratios are based on earnings for the 12 months ended June 30, 2010 and book value as of June 30, 2010 for us and the peer group (other than one member of the peer group for which data was through March 31, 2010).

	Price to Earnings			Price to Book			Price to Tangible
	Multiple			Value Ratio			Book Value Ratio
Alliance Bancorp — New (pro forma)
Minimum		55.53	x		57.80	%		57.80	%
MidPoint		65.94	x		64.72			64.72
Maximum		76.55	x		70.97			70.97
Maximum, as adjusted		89.00	x		77.40			77.40
Peer group companies as of August 20, 2010
Average		16.11	x		81.26			90.93
Median		14.55	x		81.87			86.75

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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 375.2% to the peer group on a price-to-earnings basis and a discount of 12.7% to the peer group on a price-to book value basis and 22.0% on a price to tangible book value 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 based on an earnings per share basis and less expensive than the peer group based on a book value and tangible book value basis. See “Pro Forma Data” for the assumptions used to derive these pricing ratios.

Compared to the average pricing ratios of the peer group, at the minimum of the offering range our common stock would be priced at a premium of 193.7% to the peer group on a price-to-earnings basis, discount of 28.9% to the peer group on a price-to-book basis, and a discount of 36.4% to the peer group on a price-to-tangible book basis. This means that, at the minimum of the offering range, a share of our common stock would be more expensive than the peer group on an earnings basis and less expensive than the peer group on a book value and tangible book value basis.

Our board of directors reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the offering range was reasonable and appropriate. Our board of directors has decided to offer the shares for a price of $10.00 per share. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, the market price of our stock prior to adoption of the plan of conversion, 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, the desired liquidity in the common stock after the offering, and the fact that $10.00 per share is the most commonly used price in conversion offerings. Our board of directors also established the formula for determining the exchange ratio. Based upon such formula and the offering range, the exchange ratio ranged from a minimum of 0.6631 to a maximum of 0.8971 shares of Alliance Bancorp — New common stock for each current share of Alliance Bancorp common stock, with a midpoint of 0.7801.

Because of differences and important factors such as operating characteristics, location, financial performance, asset size, capital structure, and business prospects between us and other fully converted institutions, you should not rely on these comparative valuation ratios as an indication as to whether or not the stock is an appropriate investment for you. The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing the common stock. Because the independent valuation is based on estimates and projections on a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing the common stock will be able to sell their shares at a price equal to or greater than the purchase price. See “Risk Factors — Our Stock Price May Decline When Trading Commences” at page    and “Pro Forma Data” at page    and “The Conversion and Offering — How We Determined the Price Per Share, The Offering Range and the Exchange Ratio” at page   .

Possible Change in Offering Range

RP Financial will update its appraisal before we complete the conversion and offering. If, as a result of regulatory considerations, demand for the shares or changes in financial market conditions, RP Financial determines that our estimated pro forma market value has increased, we may sell up to 4,099,750 shares without further notice to you. If our pro forma market value at that time is either below $44.3 million or above $68.9 million, then, after consulting with the Office of Thrift Supervision, we may:

•  terminate the offering and promptly return all funds;

•  promptly return all funds, set a new offering range and give all subscribers the opportunity to place a new order; or

•  take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

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The Exchange of Alliance Bancorp Common Stock

If you are a shareholder of Alliance Bancorp, the existing publicly traded mid-tier holding company, your shares will be cancelled and exchanged for new shares of Alliance Bancorp — New common stock. The number of shares you will receive will be based on an exchange ratio determined as of the closing of the conversion. The actual number of shares you receive will depend upon the number of shares we sell in our offering, which in turn will depend upon the final appraised value of Alliance Bancorp — New. The following table shows how the exchange ratio will adjust, based on the number of shares sold in our offering. The table also shows how many shares a hypothetical owner of Alliance Bancorp common stock would receive in the exchange, based on the number of shares sold in the offering.

															100 Shares of
											Total Shares of				Alliance Bancorp
											Alliance				Common Stock
											Bancorp — New				would be
						Shares of Alliance					Common Stock				Exchanged for
						Bancorp — New Stock					to be				the Following
	Shares to be Sold in					to be Exchanged for					Outstanding				Number of Shares		Equivalent
	the Offering					Current Common Stock					after the		Exchange		of Alliance		per Share
	Amount		Percent			Amount		Percent			Conversion		Ratio		Bancorp — New(1)		Value(2)
Minimum		2,635,000		59.5	%		1,792,183		40.5	%		4,427,183		0.6631		66	$	6.63
Midpoint		3,100,000		59.5			2,108,449		40.5			5,208,449		0.7801		78		7.80
Maximum		3,565,000		59.5			2,424,717		40.5			5,989,717		0.8971		89		8.97
15% above the maximum		4,099,750		59.5			2,788,424		40.5			6,888,174		1.0317		103		10.32

(1)	Cash will be paid instead of issuing any fractional shares.
(2)	Represents the value of shares of Alliance Bancorp-New common stock to be received by a holder of one share of Alliance Bancorp common stock at the exchange ratio, assuming a value of $10.00 per share.

If you own shares of Alliance Bancorp which are held in “street name,” they will be exchanged without any action on your part. If you are the record owner of shares of Alliance Bancorp and hold stock certificates you will receive, after the conversion and offering is completed, a transmittal form with instructions to surrender your stock certificates. New certificates of our common stock will be mailed within five business days after the exchange agent receives properly executed transmittal forms and certificates.

No fractional shares of our common stock will be issued to any public shareholder of Alliance Bancorp upon consummation of the conversion. For each fractional share that would otherwise be issued, we will pay an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share subscription price. For further information, see “The Conversion and Offering — Effect of the Conversion and Offering on Public Shareholders” beginning on page   .

Reasons for the Conversion and Offering

We are pursuing the conversion and offering for the following reasons:

•  The additional funds resulting from the offering will increase our capital (although Alliance Bank is deemed to be “well-capitalized”) and support continued growth, as well as provide increased lending capability.

•  We believe that our current mutual holding company structure has limited our opportunities to acquire other institutions because we cannot now issue stock in an acquisition in an amount that would cause Alliance Mutual Holding Company to own less than a majority of the outstanding shares of Alliance Bancorp. We expect that our conversion will facilitate our ability to acquire other institutions in the future by eliminating this requirement of majority ownership by our mutual holding company. Currently, we have no plans, agreements or understandings regarding any merger or acquisition transactions.

•  The conversion to the fully public form of ownership will remove the uncertainties associated with the mutual holding company structure created by the recently enacted financial reform legislation, which

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will result in a change of the federal regulator for our holding company. We believe that the conversion and offering will eliminate some of the uncertainties associated with the recent legislation, and better position us to continue to meet all future regulatory requirements, including regulatory capital requirements.

•  The conversion will increase the number of outstanding shares held by public shareholders, so we expect our stock to have greater liquidity.

Conditions to Completion of the Conversion

We cannot complete our conversion and related offering unless:

•  The plan of conversion and reorganization is approved by at least a majority of votes eligible to be cast by depositors of Alliance Bank;

•  The plan of conversion and reorganization is approved by at least:

•  two-thirds of the outstanding shares of Alliance Bancorp common stock; and

•  a majority of the outstanding shares of Alliance Bancorp common stock held by the public shareholders;

•  We sell at least the minimum number of shares offered; and

•  We receive the final approval of the Office of Thrift Supervision and the Pennsylvania Department of Banking to complete the conversion and offering and related transactions.

Alliance Mutual Holding Company intends to vote its 59.5% ownership interest in favor of the conversion. In addition, as of          , 2010, directors and executive officers of Alliance Bancorp and their associates owned           shares of Alliance Bancorp or     % of the outstanding shares. They intend to vote those shares in favor of the plan of conversion and reorganization.

After-Market Performance Information

The following table presents for all “second-step” conversions that began trading from December 19, 2009 to August 20, 2010, the percentage change in the trading price from the initial trading date of the offering to the dates shown in the table. The table also presents the average and median trading prices and percentage change in trading prices for the same dates. This information relates to stock performance experienced by other companies that may have no similarities to us with regard to market capitalization, offering size, earnings quality and growth potential, among other factors.

The table is not intended to indicate how our common stock may perform. Data represented in the table reflects a small number of transactions and is not necessarily indicative of general stock market performance trends or of price performance trends of companies that undergo “second-step” conversions. Furthermore, this table presents only short-term price performance and may not be indicative of the longer-term stock price performance of these companies. There can be no assurance that our stock price will appreciate or that our stock price will not trade below $10.00 per share. The movement of any particular company’s stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the company’s historical and anticipated operating results, the nature and quality of the company’s assets, the company’s market area and the quality of management and management’s ability to deploy proceeds (such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover transactions and the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before you make an investment decision, please carefully read this entire prospectus, including “Risk Factors.”

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After Market Trading Activity

Completed Second-Step Offerings

Closing Dates between December 19, 2009 and August 20, 2010

					Price Performance from Initial Trading Date
														Through
	Closing													August 20,
Company Name and Ticker Symbol	Date		Exchange		1 Day			1 Week			1 Month			2010
Jacksonville Bancorp, Inc. (JXSB)		7/15/10		Nasdaq		6.5	%		5.8	%		3.0	%		1.2	%
Colonial Fin. Services, Inc. (COBK)		7/13/10		Nasdaq		0.5			(3.5	)		(3.5	)		(2.0	)
Viewpoint Fin. Group (VPFG)		7/7/10		Nasdaq		(5.0	)		(4.5	)		(3.0	)		(6.9	)
Oneida Financial Corp. (ONFC)		7/7/10		Nasdaq		(6.3	)		(6.3	)		(1.3	)		(4.0	)
Fox Chase Bancorp, Inc. (FXCB)		6/29/10		Nasdaq		(4.1	)		(4.0	)		(3.2	)		(6.5	)
Oritani Financial Corp. (ORIT)		6/24/10		Nasdaq		3.1			(1.4	)		(0.9	)		(5.7	)
Eagle Bancorp Montana, Inc. (EBMT)		4/5/10		Nasdaq		5.5			6.5			4.1			(6.8	)
Ocean Shore Holding Co. (OSHC)		12/21/09		Nasdaq		7.5			12.3			13.1			29.8
Northwest Bancshares, Inc. (NWBI)		12/18/09		Nasdaq		13.5			13.0			14.0			9.6
Average						2.4	%		2.0	%		2.5	%		1.0	%
Median						3.1			(1.4	)		(0.9	)		(4.0	)

THERE CAN BE NO ASSURANCE THAT OUR STOCK PRICE WILL TRADE SIMILARLY TO THESE COMPANIES. THERE CAN ALSO BE NO ASSURANCE THAT OUR STOCK PRICE WILL NOT TRADE BELOW $10.00 PER SHARE, PARTICULARLY AS THE PROCEEDS RAISED AS A PERCENTAGE OF PRO FORMA STOCKHOLDERS’ EQUITY MAY HAVE A NEGATIVE EFFECT ON OUR STOCK PRICE PERFORMANCE.

Use of Proceeds from the Sale of Our Common Stock

We will use the proceeds from the offering as follows:

					Percentage of Net
	Amount,		Amount,		Offering Proceeds
Use of Proceeds	at the Minimum		at the Maximum		at the Maximum
	(Dollars in thousands)
Loan to our employee stock ownership plan	$	1,221	$	1,652		5.0	%
Repurchase of shares for our recognition and retention plan		1,771		2,396		7.3
Investment in Alliance Bank		12,036		16,502		50.0
General corporate purposes — dividend payments, possible acquisitions and stock repurchases		9,044		12,454		37.7
Total	$	24,072	$	33,004		100.0	%

We may use the portion of the proceeds that we retain to, among other things, invest in securities, pay dividends to shareholders, repurchase shares of common stock (subject to regulatory restrictions), finance the possible acquisition of financial institutions or other businesses that are related to banking (although we have no current plans, agreements or understandings with respect to any possible acquisitions) or for general corporate purposes.

The proceeds to be contributed to Alliance Bank will be available for general corporate purposes, including to support the future expansion of operations through acquisitions of other financial institutions, the establishment of additional branch offices or other customer facilities, expansion into other lending markets or diversification into other banking related businesses, although no such transactions are specifically being considered at this time. The proceeds to be contributed to Alliance Bank also will support its lending activities.

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The Amount of Stock You May Purchase

The minimum purchase is 25 shares. Generally, you may purchase no more than $500,000 (50,000 shares) of common stock in the offering. The maximum amount of shares that a person together with any associates or group of persons acting in concert with such person may purchase is $1.0 million of common stock (100,000 shares). Your associates include the following persons:

•  persons on joint accounts with you;

•  relatives living in your house;

•  companies, trusts or other entities in which you have a controlling interest or hold a position as an officer or a similar position;

•  trusts or other estates in which you have a substantial beneficial interest or as to which you serve as trustee or in another fiduciary capacity; or

•  other persons who may be acting together with you.

In addition to the above, there is a limitation for Alliance Bancorp public shareholders who wish to purchase additional shares in the offering. The number of shares of Alliance Bancorp — New common stock that a public shareholder may purchase in the offering individually, and together with associates or persons acting in concert, plus any exchange shares received, may not exceed 5% of the total shares of Alliance Bancorp — New common stock to be issued and outstanding at the completion of the conversion and offering, provided, however, that no one will be required to divest any shares of Alliance Bancorp — New or be limited in the number of exchange shares received.

We have the right to determine, in our sole discretion, whether subscribers are associates or acting in concert. Persons having the same address or with accounts registered at the same address generally will be assumed to be associates or acting in concert.

We may decrease or increase the maximum purchase limitations without notifying you with the concurrence of the Office of Thrift Supervision. In the event the maximum purchase limitation is increased, persons who subscribed for the maximum in the subscription offering and who indicated on their stock order forms a desire to be resolicited, will be notified and permitted to increase their subscription. For additional information, see “The Conversion and Offering — Limitations on Common Stock Purchases” at page   .

How to Pay for Shares in the Subscription and Community Offerings

In the subscription offering and the community offerings, you may pay for your shares by:

1. personal check, bank check or money order made payable directly to “Alliance Bancorp, Inc.”; or

2. authorizing us to withdraw money from the types of Alliance Bank deposit accounts identified on the stock order form.

Alliance Bank is not permitted to lend funds (including funds drawn on an Alliance Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use an Alliance Bank line of credit check or any type of third party check or wire transfer to pay for shares of common stock.

You may not designate on your stock order form a direct withdrawal from a retirement account at Alliance Bank. If you wish to use funds in a retirement account at Alliance Bank, see “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings — Using Retirement Account Funds to Purchase Shares” at page   . Additionally, you may not designate on your stock order form a direct withdrawal from Alliance Bank accounts with check-writing privileges. Please provide a check instead. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account.

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Checks will be immediately cashed, so the funds must be available within the account when your stock order form is received by us. Subscription funds will be held in a segregated account at Alliance Bank. We will pay interest calculated at Alliance Bank’s passbook rate from the date those funds are processed until completion of or termination of the offering, at which time subscribers will receive interest checks. Withdrawals from certificate of deposit accounts at Alliance Bank for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized from withdrawal from deposit accounts with Alliance Bank must be available within the deposit accounts at the time the stock order form is received. A hold will be placed on the amount of funds designated on you stock order form. Those funds will be unavailable to you during the offering; however, the funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable contractual deposit account rate until the completion of the offering.

You may deliver your stock order form in one of three ways: by mail, using the stock order reply envelope provided; by overnight delivery to the Stock Information Center at the address indicated on the stock order form; or by hand-delivery to Alliance Bank’s main office, located at 541 Lawrence Road, Broomall, Pennsylvania. Please do not deliver stock order forms to other Alliance Bank offices or mail stock order forms to Alliance Bank. Once submitted, your order is irrevocable. See “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings” at page   .

We may, in our sole discretion, reject orders received in the community offering, either in whole or in part. In addition, 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 conversion and reorganization. If your order is rejected in part, you cannot cancel the remainder of your order.

Using IRA Funds to Purchase Shares in the Offering

You may be able to subscribe for shares of common stock using funds in your individual retirement account, or IRA. If you wish to use some or all of other funds in your Alliance Bank IRA or other retirement account, the applicable funds must first be transferred to a self-directed retirement account maintained by an unaffiliated institutional trustee or custodian, such as a brokerage firm. An annual fee may be payable to the new trustee. If you do not have such an account you will need to establish one and transfer your funds before placing your stock order. Our Stock Information Center can give you guidance if you wish to place an order for stock using funds held in a retirement account at Alliance Bank or elsewhere. Because processing retirement account transactions takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the          , 2010 offering deadline. Whether you may use retirement funds for the purchase of shares in the offering will depend on timing constraints and possibly, limitations imposed by the institution where the funds are held. See “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings — Using Retirement Account Funds to Purchase Shares” at page   .

Deadline for Orders of Stock

The subscription offering will end at 2:00 p.m., Eastern Time, on          , 2010. We expect that the community offering, if held, will terminate at the same time. If you wish to purchase shares, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received (not postmarked) no later than this time. We are not required to accept copies or facsimiles of order forms. The subscription offering and/or community offering may be extended until          , 2010, or longer if the Office of Thrift Supervision approves a later date. No single extension may be for more than 90 days. We are not required to provide notice to you of an extension unless we extend the offering beyond          , 2010, in which case all subscribers in the subscription and community offerings will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds, with interest calculated at Alliance Bank’s passbook savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 2,635,000 shares or more than 4,099,750 shares, we will promptly return all funds and set a new offering range. All subscribers will be notified and given the opportunity to place a new order.

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Termination of the Offering

We may terminate the offering at any time prior to the special meetings of depositors of Alliance Bank and shareholders of Alliance Bancorp that are being called to vote on the plan of conversion and reorganization, and at any time thereafter with the approval of the Office of Thrift Supervision. If we terminate the offering, we will promptly return your funds, with interest, and we will cancel deposit account withdrawal authorizations.

Your Subscription Rights are Not Transferable

You may not assign or sell your subscription rights. Any transfer of subscription rights is prohibited by law. If you exercise subscription rights to purchase shares in the subscription offering, you will be required to acknowledge that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of shares. We intend to pursue any and all legal and equitable remedies if we learn of the transfer of any subscription rights. We will reject orders that we determine to involve the transfer of subscription rights. On the stock order form, you may not add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. You may add only those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, in the event of an oversubscription.

Benefits to Management from the Conversion and Offering

Our employees, officers and directors will benefit from the offering due to various stock-based benefit plans.

•  Full-time employees, including officers, are participants in our existing employee stock ownership plan which will purchase additional shares of common stock in the offering;

•  Subsequent to completion of the offering, we intend to implement:

•  a stock recognition and retention plan; and

•  a new stock option plan;

which will benefit our employees and directors.

•  Employee Stock Ownership Plan.  The employee stock ownership plan provides retirement benefits to all eligible employees of Alliance Bank. The plan will purchase a number of shares of Alliance Bancorp — New common stock equal to 4.63% of the shares in the offering. When combined with the shares previously acquired by the employee stock ownership plan, as adjusted for the exchange ratio, the employee stock ownership plan will have acquired an aggregate of 7.0% of the shares of Alliance Bancorp-New to be outstanding after the conversion and offering. Alliance Bancorp — New will make a loan to the employee stock ownership plan to finance its purchase of shares in the offering (in our discretion, subject to OTS approval, the ESOP may purchase such shares in the open market after completion of the conversion and offering). 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 plan compensation. 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.

•  New Stock Option and Stock Recognition and Retention Plans.  We intend to implement a new stock option plan and a stock recognition and retention plan no earlier than six months after the conversion. Under these plans, 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

14

grant date. We will incur additional compensation expense as a result of both plans. See “Pro Forma Data” for an illustration of the effects of these plans. Under the new stock option plan, we may grant stock options in an amount up to 10.0% of the common stock of Alliance Bancorp — New to be sold in the offering. Under the stock recognition and retention plan, we may award restricted stock in an amount equal to 4.0% of the to-be outstanding shares of Alliance Bancorp — New, or 6.72% of the shares sold in the offering. The plans will comply with all applicable Office of Thrift Supervision regulations.

The following table presents the total value of all shares expected to be available for restricted stock awards under the new stock recognition and retention 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.

	Value of
	177,087 Shares		208,338 Shares		239,589 Shares		275,527 Shares
	Awarded at		Awarded at		Awarded at		Awarded at 15%
	Minimum of		Midpoint of		Maximum of		Above Maximum of
Share Price	Range		Range		Range		Range
	(Dollars in thousands)
$8.00	$	1,417	$	1,667	$	1,917	$	2,204
10.00		1,771		2,083		2,396		2,755
12.00		2,125		2,500		2,875		3,306
14.00		2,479		2,917		3,354		3,857

The following table presents the total value of all stock options expected to be made available for grant under the new stock option 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
									409,975
			263,500 Options		310,000 Options		356,500 Options		Options Granted
			Granted at		Granted at		Granted at		at 15% Above
	Per Share		Minimum of		Midpoint of		Maximum of		Maximum of
Per Share Exercise Price	Option Value		Range		Range		Range		Range
	(Dollars in thousands, except per share amounts)
$8.00	$	2.50	$	659	$	775	$	891	$	1,025
10.00		3.13		825		970		1,116		1,283
12.00		3.76		991		1,166		1,340		1,542
14.00		4.38		1,154		1,358		1,561		1,796

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The following table summarizes, at the minimum and 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, the dilution resulting from these stock-based benefit plans and the total value of all restricted stock awards and stock options that are expected to be available under the anticipated new stock recognition and retention plan and stock option plan, respectively.

	Number of Shares to be Granted or Purchased													Total Estimated Value of Grants
											Dilution
											Resulting
											From
											Issuance of
								As a % of			Shares for
	At		At		As a %			Common			Stock-					At
	Minimum of		Maximum of		of Shares			Stock to be			Based			At Minimum of		Maximum of
	Offering		Offering		in the			Outstanding After			Benefit			Offering		Offering
	Range		Range		Offering			the Offering			Plans(3)			Range		Range
	(Dollars in Thousands)
Employee stock ownership plan(1)		122,100		165,204		4.63	%		2.76	%		—	%	$	1,221	$	1,652
Recognition and retention plan awards(1)		177,087		239,589		6.72			4.00			3.85			1,771		2,396
Stock options(2)		263,500		356,500		10.00			5.95			5.62			825		1,116
Total		562,687		761,293		21.35	%		12.71	%		9.05	%	$	3,817	$	5,164

(1)	Assumes the value of the common stock of Alliance Bancorp — New 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 $3.13, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”
(3)	Represents the dilution of stock ownership interest assuming that we use newly issued shares for the proposed recognition and retention plan and new stock option plan, and that shares are sold in the offering at the midpoint of the offering range. No dilution is reflected for the employee stock ownership plan as shares for it are assumed to be purchased in the offering.

The following table presents information regarding our existing employee stock ownership plan, our prior stock option plan, and our proposed new stock option plan and recognition and retention plan. The table below assumes that 5,989,717 shares are outstanding after the offering, which includes the sale of 3,565,000 shares in the offering at the maximum of the offering range and the issuance of 2,424,717 shares in exchange for shares of Alliance Bancorp common stock using an exchange ratio of 0.8971. It is also assumed that the value

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of the stock is $10.00 per share and that the exchange of existing shares is in accordance with the exchange ratio at the maximum of the offering range.

							Percentage of Shares
				Estimated			Outstanding After the
Existing and New Stock Benefit Plans	Participants	Shares(1)		Value			Conversion
Employee Stock Ownership Plan:	All Employees
Shares previously purchased(2)			254,076	$	2,540,760			4.24	%
Shares to be purchased in this offering			165,204		1,652,040			2.76
Total employee stock ownership plan			419,280	$	4,192,800			7.00
Proposed New Recognition and Retention Plan(3)	Directors and Officers		239,589	$	2,395,890			4.00
Stock Option Plans:
1996 Stock Option Plan(4)	Directors and Officers		128,543	$	—	(4)		—	(4)
Proposed New Stock Option Plan(5)	Directors and Officers		356,500		1,115,845			5.95
Total stock option plans			485,043		1,115,845			5.95
Total stock benefits plans			1,143,912	$	7,704,535			16.95	%

(1)	Shares previously purchased by the employee stock ownership plan prior to the conversion have been adjusted for the 0.8971 exchange ratio at the maximum of the offering range.
(2)	Approximately 203,373 (226,700 shares prior to adjustment for the exchange ratio) of these shares have been allocated to the accounts of participants.
(3)	The actual value of new recognition and retention plan awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share.
(4)	All options previously granted under the 1996 stock option plan have been exercised or have been cancelled. No options remain outstanding under the 1996 stock option plan, and no additional options may be granted thereunder as the plan has terminated by its terms.
(5)	The fair value of stock options to be granted under the new stock option plan has been estimated at $3.13 per option using the Black-Scholes option-pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0.96%; expected life, 10 years; expected volatility, 23.23%; and risk-free interest of 2.53%.

Market for Common Stock

Alliance Bancorp’s common stock is currently listed on the Nasdaq Global Market under the symbol “ALLB”. We have applied to have the common stock of Alliance Bancorp — New listed for trading on the Nasdaq Global Market. For the first 20 trading days after the conversion and offering is completed, we expect Alliance Bancorp New’s common stock to trade under the symbol “ALLBD”, thereafter it will trade under “ALLB.”

Our Dividend Policy

We have paid quarterly cash dividends since 1995. During the quarter ended June 30, 2010, the cash dividend was $0.03 per share or $0.12 per share on an annual basis (which is equivalent to a dividend yield of 1.2% based upon the $10.00 per share purchase price in the offering). We intend to continue to pay cash dividends on a quarterly basis after we complete the conversion and the offering. We currently expect that the level of cash dividends per share after the conversion and offering will be substantially consistent with the

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current amount of dividends per share paid by Alliance Bancorp. However, the dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced in the future. Additionally, we cannot guarantee that the amount of dividends that we pay after the conversion will be equal to the per share dividend amount that shareholders of Alliance Bancorp currently receive.

Federal and State Income Tax Consequences

As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. Shareholders of Alliance Bancorp who receive cash in lieu of fractional share interests in shares of Alliance Bancorp — New will recognize gain or loss equal to the difference between the cash received and the tax basis of the fractional share. Elias, Matz, Tiernan & Herrick L.L.P. and ParenteBeard LLC, have issued opinions to this effect, see “The Conversion and Reorganization — Tax Aspects” at page   .

Restrictions on the Acquisition of Alliance Bancorp — New and Alliance Bank

Federal regulation, as well as provisions contained in the articles of incorporation and bylaws of Alliance Bancorp — New, contain certain restrictions on acquisitions of Alliance Bancorp — New or its capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the stock of Alliance Bancorp — New. Additionally, Office of Thrift Supervision approval would be required for us to be acquired within three years after the conversion.

In addition, the articles of incorporation and bylaws of Alliance Bancorp — New contain provisions that may discourage takeover attempts and prevent you from receiving a premium over the market price of your shares as part of a takeover. These provisions include:

•  prohibitions on the acquisition of more than 10% of our stock;

•  limitations on voting rights of shares held in excess of 10% thereafter;

•  staggered election of only approximately one-third of our board of directors each year;

•  limitations on the ability of shareholders to call special meetings;

•  advance notice requirements for shareholder nominations and new business;

•  removals of directors only for cause and by a majority vote of all shareholders;

•  requirement of a 75% vote of shareholders for certain amendments to the bylaws and certain provisions of the articles of incorporation;

•  the right of the board of directors to issue shares of preferred or common stock without shareholder approval; and

•  a 75% vote of shareholders’ requirement for the approval of certain business combinations not approved by two-thirds of the board of directors.

For further information, see “Restrictions on Acquisitions of Alliance Bancorp — New and Alliance Bank and Related Anti-Takeover Provisions.”

Receiving a Prospectus and an Order Form

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may

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only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or order form by means other than U.S. mail.

We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at 2:00 p.m., Eastern Time, on          . 2010 whether or not we have been able to locate each person entitled to subscription rights.

Delivery of Stock Certificates

Certificates representing shares of common stock issued in the subscription and community offerings will be mailed by first-class mail by our transfer agent as soon as practicable following completion of the conversion and offering. Certificates will be mailed to purchasers at the registration address provided by them on the order form. Until certificates for common stock are available and delivered to purchasers, purchasers may not be able to sell their shares, even though trading of the common stock will have commenced. Your ability to sell the shares of common stock prior to your receipt of the stock certificate will depend on arrangements you may make with your brokerage firm.

How You Can Obtain Additional Information — Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the offering, please call our Stock Information Center. The toll-free telephone number is (          )          . The Stock Information Center is open Monday through Friday, from 10:00 a.m. to 4:00 p.m., Eastern Time. The Stock Information Center will be closed weekends and bank holidays.

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RISK FACTORS

You should consider carefully the following risk factors in deciding how to vote on the conversion and before purchasing Alliance Bancorp — New common stock.

Risks Related to Our Business

Our Loan Portfolio Includes A Significant Amount of Loans Which Have a Higher Risk of Loss than Conforming, Single-Family Residential Mortgage Loans.

As of June 30, 2010, $136.9 million or 47.6% of our loan portfolio consisted of commercial real estate loans and $24.1 million or 8.4% of our loan portfolio consisted of construction loans. Commercial real estate loans and construction loans are generally considered to have a higher risk of loss than conforming, single-family residential mortgage loans. Commercial real estate loans generally are considered to have a higher risk of loss because repayment of the loans often depends on the successful operation of a business or the underlying property securing the loan. 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. Construction loans generally have a higher risk of loss than single-family residential mortgage loans due primarily to the critical nature of the initial estimates of a property’s value upon completion of construction compared to the estimated costs, including interest, of construction as well as other assumptions. If the estimates upon which construction loans are made prove to be inaccurate, we may be confronted with projects that, upon completion, have values which are below the loan amounts. Commercial real estate loans and construction loans are also typically larger than single-family residential mortgage loans. The deterioration of one or more of these loans could cause a significant increase in non-performing loans, which could adversely affect our results of operations by requiring us to increase our provisions for loan losses. The net proceeds from the offering will increase our capital and facilitate our ability to make larger commercial real estate and construction loans by increasing our internal loans to one borrower limits.

Our single-family residential mortgage loan portfolio includes loans which are considered “subprime” due to the credit scores of our borrowers being lower than specified thresholds or, to a lesser extent, loan documentation issues. At June 30, 2010, we had $23.2 million of subprime loans. At such date, $1.2 million, or 5.4%, of our subprime loans were considered non-performing loans. By their nature, subprime loans are generally considered to have a greater degree of risk than conforming single-family residential mortgage loans because the lower credit score of the borrower may indicate a reduced ability to remain current on loan payments. As a result of the composition of our loan portfolio, our credit risk profile will be higher than traditional thrift institutions that have higher concentrations of conforming one- to four-family residential loans.

Our Allowance for Losses on Loans May Not Be Adequate to Cover Probable Losses.

We have established an allowance for loan losses based upon various assumptions and judgments about the collectibility of our loan portfolio which we believe is adequate to offset probable losses on our existing loans. Since we must use assumptions regarding individual loans and the economy, our current allowance for loan losses may not be sufficient to cover actual loan losses, and increases in the allowance may become necessary in the future. Any future declines in real estate market conditions, general economic conditions or changes in regulatory policies may require us to increase our allowance for loan losses, which would adversely affect our results of operations. We may also need to significantly increase our provision for loan losses, particularly if one or more of our larger loans or credit relationships becomes delinquent. In addition, federal regulators periodically review our allowance for loan losses and may require us to increase our provision for

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loan losses or recognize loan charge-offs. Our allowance for loan losses amounted to 31.9% of non-performing loans at June 30, 2010.

Our Loans are Concentrated to Borrowers In Our Market Area, Which Has Experienced an Economic Downturn, and That Has Adversely Affected the Value of Collateral Securing our Loans.

The preponderance of our total loans are to individuals and/or secured by properties located in our market area of the greater Philadelphia metropolitan area and surrounding areas in southeastern Pennsylvania and the contiguous counties in New Jersey and Delaware. We have relatively few loans outside of our market. As a result, we have a greater risk of loan defaults and losses in the event of an economic downturn in our market area as adverse economic changes may have a negative effect on the ability of our borrowers to make timely repayment of their loans. Beginning in 2008 and continuing in 2009 and 2010, our market area has experienced a rise in unemployment as well as certain declines in real estate values, both residential and commercial. The decline in real estate values has adversely affected the value of certain collateral securing loans in our portfolio. Continuing increases in unemployment or declines in collateral values could be a factor requiring us to make additional provisions to the allowance for loan losses, which would have a negative impact on net income. Additionally, if we are required to liquidate a significant amount of collateral during a period of reduced real estate values to satisfy the debt, our earnings and capital could be adversely affected.

Our Non-Performing Assets Have Increased in Recent Periods and Have Adversely Affected Our Results of Operations.

Our non-performing assets, which consist of non-accruing loans, accruing loans 90 days or more past due and other real estate owned and acquired by foreclosure or by accepting a deed-in-lieu of foreclosure (“OREO”), have increased in recent periods, which has had a negative impact on our results of operations. Our total non-performing assets increased to $16.1 million, or 3.6% of total assets, at June 30, 2010 compared to $10.8 million and $7.0 million at December 31, 2009 and 2008, respectively. In large part as a result of the increases in our level of non-performing assets, our provisions for loan losses, which are reflected as a charge to earnings, amounted to $1.2 million for the six months ended June 30, 2010 and $528,000 and $585,000 for the years ended December 31, 2009 and 2008, respectively. If our non-accruing loans at June 30, 2010 and at December 31, 2009 and 2008 had been current in accordance with their respective terms, we would have recorded an additional $214,000, $199,000 and $226,000 in interest income during the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, respectively. In addition, we recognized $135,000 and $107,000 in provisions for losses on OREO during the six-months ended June 30, 2010 and the year ended December 31, 2009, respectively. Our ability to manage and reduce the level of our non-performing assets without incurring significant additional provisions for loan losses or losses related to OREO is likely to bear a key factor in our future results. No assurance can be given that we will be able to reduce the level of our non-performing assets without incurring additional provisions for loan losses or losses related to OREO.

Our Results of Operations are Significantly Dependent on Economic Conditions and Related Uncertainties.

Banking is affected, directly and indirectly, by domestic and international economic and political conditions and by governmental monetary and fiscal policies. Conditions such as inflation, recession, unemployment, volatile interest rates, real estate values, government monetary policy, international conflicts, the actions of terrorists and other factors beyond our control may adversely affect our results of operations. As a result of the downturn in the economy accompanying the national recession, among other factors, we saw a significant increase in delinquent and non-performing loans during the first six months of 2010 and the years ended December 31, 2009 and 2008 over the respective prior periods as well as declines in property values of the collateral securing loans we have made. The negative economic factors being experienced in our market area could continue to have adverse effects upon our operations. We are particularly sensitive to changes in economic conditions and related uncertainties in southeastern Pennsylvania because we derive substantially all of our loans, deposits and other business from the greater Philadelphia region in southeastern Pennsylvania and contiguous counties in New Jersey and Delaware. Accordingly, we remain subject to the risks associated with

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a continuing and prolonged decline in the national or local economies. Changes in interest rates also could adversely affect our net interest income and have a number of other adverse effects on our operations, as discussed further in the risk factors below.

Future Changes in Interest Rates Could Reduce Our Profits.

Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

•  the interest income we earn on our interest-earning assets, such as loans and securities; and

•  the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings.

As a result of our historical focus on one- to four-family residential real estate loans, a substantial amount of our loans have fixed interest rates. Additionally, many of our securities investments have fixed interest rates. Like many savings institutions, our focus on deposit accounts as a source of funds, which have no stated maturity date or short contractual maturities, results in our liabilities having a shorter duration than our assets. For example, as of June 30, 2010, 69.2% of our loans had contractual maturities of more than five years, while 77.8% of our certificates of deposit had maturities of one year or less. This imbalance can create significant earnings volatility, because market interest rates change over time. In a period of rising interest rates, the interest income earned on our assets, such as loans and investments, may not increase as rapidly as the interest paid on our liabilities, such as deposits. In a period of declining interest rates, the interest income earned on our assets may decrease more rapidly than the interest paid on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called or prepaid, thereby requiring us to reinvest these cash flows at lower interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Asset and Liability Management.”

Changes in interest rates create reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining interest rate environment. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans. Changes in interest rates also affect the current fair value of our interest-earning securities portfolio. Generally, the value of securities moves inversely with changes in interest rates.

Any Future Increases in Federal Deposit Insurance Corporation Insurance Premiums or Special Assessments Will Adversely Impact Our Earnings.

In May 2009, the Federal Deposit Insurance Corporation adopted a final rule levying a five basis point special assessment on each insured depository institution. We recorded an expense of approximately $195,000 during the year ended December 31, 2009, to reflect the special assessment. Any further special assessments that the Federal Deposit Insurance Corporation levies will be recorded as an expense during the appropriate period. In addition, the Federal Deposit Insurance Corporation increased the general assessment rate and, therefore, our Federal Deposit Insurance Corporation general insurance premium expense has increased compared to prior periods.

The Federal Deposit Insurance Corporation also issued a final rule pursuant to which all insured depository institutions were required to prepay on December 30, 2009 their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. We prepaid $2.3 million of our assessments on December 30, 2009, based on our deposits and assessment rate as of September 30, 2009. The prepaid balance will be reduced by the actual expense for our quarterly assessments, until the balance is exhausted. Depending on how our actual assessments compare to the estimated assessments, the prepaid balance may be exhausted earlier than or later than the planned three year time period.

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The Requirement to Account for Certain Assets at Estimated Fair Value, and a Proposal to Account for Additional Financial Assets and Liabilities at Estimated Fair Value, May Adversely Affect Our Stockholders’ Equity and Results of Operations.

We report certain assets, including securities, at fair value, and a recent proposal would require us to report nearly all of our financial assets and liabilities at fair value. Generally, for assets that are reported at fair value, we use quoted market prices or valuation models that utilize observable market inputs to estimate fair value. Because we carry these assets on our books at their estimated fair value, we may incur losses even if the asset in question presents minimal credit risk. Under current accounting requirements, elevated delinquencies, defaults, and estimated losses from the disposition of collateral in our mortgage-backed securities portfolio may require us to recognize additional other-than-temporary impairment in future periods with respect to our securities portfolio. The amount and timing of any impairment recognized will depend on the severity and duration of the decline in the estimated fair value of the asset and our estimate of the anticipated recovery period. Under proposed accounting requirements, we may be required to record reductions in the fair value of nearly all of our financial assets and liabilities (including loans) either through a charge to net income or through a reduction to accumulated other comprehensive income (loss). Accordingly, we could be required to record charges on assets such as loans where we have no intention to sell the loan and expect to receive repayment in full on the loan. This could result in a decrease in net income, or a decrease in our stockholders’ equity, or both.

Strong Competition Within Our Market Area Could Hurt our Profits and Slow Growth.

We face intense competition both in making loans and attracting deposits. This competition has made it more difficult for us to make new loans and attract deposits. 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 maintain and improve market share of loans and deposits. At June 30, 2009, which is the most recent date for which data is available from the FDIC, we held approximately 3.2% of the deposits in Delaware County, Pennsylvania and less than 1.0% of the deposits in Chester County, Pennsylvania. 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. We expect continued strong competition in the future. Our profitability depends upon our continued ability to compete successfully in our market area.

We May Not Succeed In Our Plan To Grow.

We intend to seek to either acquire other financial institutions and/or branch offices. Alliance Bank has never acquired another banking institution and we cannot assure you that we will be able to grow through acquisitions or, if we do, successfully integrate other financial institutions or branch offices. Our ability to successfully acquire other institutions depends on our ability to identify, acquire and integrate such institutions into our franchise. Currently, we have no agreements or understandings with anyone regarding an acquisition. In addition to acquisitions, we may seek to grow organically by opening new branch offices. Our ability to establish new branch offices depends on whether we can identify advantageous locations and generate new deposits and loans from those locations that will create an acceptable level of net income. New branches also typically entail start-up expenses. We cannot assure you that we will be successful in our plan to grow.

We Have A Significant Deferred Tax Asset and Cannot Assure It Will Be Fully Realized

We had net deferred tax assets of $4.7 million as of June 30, 2010. We did not establish a valuation allowance against our federal net deferred tax assets as of June 30, 2010 as we believe that it is more likely than not that all of these assets will be realized. In evaluating the need for a valuation allowance, we estimated future taxable income based on management’s forecasts. This process required significant judgment by management about matters that are by nature uncertain. If future events differ from our current forecasts, we may need to establish a valuation allowance, which could have a material adverse effect on our future results of operations and financial condition.

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We Operate in a Highly Regulated Environment and We May Be Adversely Affected By Changes in Laws and Regulations.

Alliance Bank is subject to extensive regulation, supervision and examination by the Pennsylvania Department of Banking and by the Federal Deposit Insurance Corporation. Alliance Bancorp — New will 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 Alliance Bank rather than for holders of Alliance Bancorp — New 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.

Recently Enacted Regulatory Reform May Have a Material Impact on Our Operations.

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act that, among other things, imposes new restrictions and an expanded framework of regulatory oversight for financial institutions and their holding companies, including Alliance Bank. Under the new law, Alliance Bancorp’s primary regulator, the Office of Thrift Supervision, will be eliminated. Savings and loan holding companies will be regulated by the Federal Reserve Board, which will have the authority to promulgate new regulations governing Alliance Bancorp — New that will impose additional capital requirements and may result in additional restrictions on investments and other holding company activities. The law also creates a new consumer financial protection bureau that will have the authority to promulgate rules intended to protect consumers in the financial products and services market. The creation of this independent bureau could result in new regulatory requirements and raise the cost of regulatory compliance. The federal preemption of state laws currently accorded federally chartered financial institutions will be reduced. In addition, regulation mandated by the new law could require changes in regulatory capital requirements, loan loss provisioning practices, and compensation practices which may have a material impact on our operations. Because the regulations under the new law have not been promulgated, we cannot determine the full impact on our business and operations at this time. See “Regulation — Recently Enacted Regulatory Reform.”

We depend on the skills and performance of management.

We depend heavily on our management team to provide leadership and to implement our strategic plan. Our senior management team provides valuable financial expertise and administrative guidance. The loss of any member of our senior management team could impair our ability to succeed. We can give no assurances, however, that these executive officers will continue in their capacities for any specific periods of time. The loss of services of any member of our senior management team may make it difficult for us to implement our business strategy and obtain and retain customers. It may be difficult to replace any senior management team member, and, upon the loss of any senior officer, we would lose the benefit of the knowledge he or she gained during his or her tenure with us.

If Our Investment in the Common Stock the Federal Home Loan Bank of Pittsburgh is Classified as Other-Than-Temporarily Impaired or as Permanently Impaired, Our Earnings and Stockholders’ Equity Could Decrease.

We own common stock of the Federal Home Loan Bank of Pittsburgh. We hold this stock to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the Federal Home Loan Bank of Pittsburgh’s advance program. The aggregate cost and fair value of our Federal Home Loan Bank of Pittsburgh common stock as of June 30, 2010 was $2.4 million based on its par value. There is no market for our Federal Home Loan Bank of Pittsburgh common stock.

Published reports indicate that certain member banks of the Federal Home Loan Bank System may be subject to accounting rules and asset quality risks that could result in materially lower regulatory capital levels.

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In an extreme situation, it is possible that the capital of a Federal Home Loan Bank, including the Federal Home Loan Bank of Pittsburgh, could be substantially diminished or reduced to zero. In December of 2008, the FHLB notified member banks that it was suspending dividend payments and the repurchase of capital stock. Consequently, we believe that there is a risk that our investment in Federal Home Loan Bank of Pittsburgh common stock could be impaired at some time in the future, and if this occurs, it would cause our earnings and stockholders’ equity to decrease by the after-tax amount of the impairment charge.

Risks Related to this Offering

Our Stock Price May Decline When Trading Commences.

We cannot guarantee 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 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.

Currently, shares of Alliance Bancorp common stock are listed on the Nasdaq Global Market. Since Alliance Bank common stock began trading in 1995, trading in our shares has been relatively limited. There is no guarantee that the offering will improve the liquidity of our stock. If an active trading market for our common stock does not 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.

Our Share Price Will Fluctuate

The market price of our common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding our operations or business prospects. Factors that may affect market sentiment include:

•  operating results that vary from the expectations of our management or of securities analysts and investors;

•  developments in our business or in the financial service sector generally;

•  regulatory or legislative changes affecting our industry generally or our business and operations;

•  operating and securities price performance of companies that investors consider to be comparable to us;

•  changes in estimates or recommendations by securities analysts;

•  announcements of strategic developments, acquisitions, dispositions, financings and other material events by us or our competitors; and

•  changes in financial markets and national and local economies and general market conditions, such as interest rates and stock, commodity, credit or asset valuations or volatility.

Beginning in 2008 and through the present, the business environment for financial services firms has been extremely challenging. During this period many publicly traded financial services companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance or prospects of such companies. We may experience market fluctuations that are not directly related to our operating performance but are influenced by the market’s perception of the state of the financial

25

services industry in general and, in particular, the market’s assessment of general credit quality conditions, including default and foreclosure rates in the industry.

While the U.S. and other governments continue efforts to restore confidence in financial markets and promote economic growth, we cannot assure you that further market and economic turmoil will not occur in the near- or long-term, negatively affecting our business, financial condition and results of operations, as well as the price, trading volume and volatility of our common stock.

Additional Expenses Following the Offering From New Equity Benefit Plans Will Adversely Affect Our Net Income.

Following the offering, we will recognize additional annual employee compensation and benefit expenses stemming from options and shares granted to employees, directors and executives under new benefit plans. These additional expenses will adversely affect our net income. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices generally require that they be based on the fair market value of the options or shares of common stock at the date of the grant; however, we expect them to be significant. 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 generally 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 $575,000 at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma 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 at that time. For further discussion of these plans, see “Management-New Stock Benefit Plans.”

Our Return on Equity May Negatively Impact Our Stock Price.

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. Our return on equity was 2.97% and 1.21% for the years ended December 31, 2009 and 2008, respectively, and on an annualized basis, was 1.09% for the six months ended June 30, 2010. These returns are lower than returns on equity for many comparable publicly traded financial institutions. We expect our return on equity ratio will not increase substantially, due in part to our increased capital level upon completion of the offering. Consequently, you should not expect a competitive return on equity in the near future. Failure to attain a competitive return on equity ratio may make an investment in our common stock unattractive to some investors which might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. The net proceeds from the stock offering, which may be as much as $38.1 million, will significantly increase our stockholders’ equity. On a pro forma basis and based on net income for the six months ended June 30, 2010, our annualized return on equity ratio, assuming shares are sold at the maximum of the offering range, would be approximately 0.27%. Based on trailing 12-month data for the most recent publicly available financial information (as of March 31 or June 30, 2010), the ten companies comprising our peer group in the independent appraisal prepared by RP Financial and all publicly traded mutual holding companies had average ratios of returns on equity of 4.90% and -0.01%, respectively.

We Have Broad Discretion in Allocating the Proceeds of the Offering. Our Failure to Effectively Utilize Such Proceeds Would Reduce Our Profitability

We intend to contribute approximately 50% of the net proceeds of the offering to Alliance Bank. Alliance Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restriction. Alliance Bank initially intends to use the net proceeds it retains to purchase investment and mortgage-backed securities. In the future, Alliance Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities and expand its business activities. Alliance Bancorp and Alliance Bank may also use the proceeds of the offering to diversify their business and acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and

26

we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. There is a risk that we may fail to effectively use the net proceeds which could have a negative effect on our future profitability.

Our Employee Stock Benefit Plans Will Be Dilutive.

If the offering is completed and shareholders subsequently approve a stock recognition and retention plan and a stock option plan, we will allocate stock to our officers, employees and directors through these plans. If the shares for the stock recognition and retention plan are issued from our authorized but unissued stock, the ownership percentage of outstanding shares of Alliance Bancorp would be diluted by approximately 3.85%. However, it is our intention to purchase shares of our common stock in the open market to fund the stock recognition and retention plan. Assuming the shares of our common stock to be awarded under the stock recognition and retention plan are purchased at a price equal to the offering price in the offering, the reduction to stockholders’ equity from the stock recognition and retention plan would be between $1.8 million and $2.8 million at the minimum and the maximum, as adjusted, of the offering range. The ownership percentage of Alliance Bancorp’s public shareholders (those shareholders other than Alliance Mutual Holding Company) would also decrease by approximately 5.62% if all potential stock options under our proposed stock option plan are exercised and are filled using shares issued from authorized but unissued stock, assuming the offering closes at the maximum of the offering range. On a combined basis, if authorized but unissued shares of our common stock was the source of shares for both the recognition and retention plan and the stock option plan, the interests of public shareholders would be diluted by approximately 9.05%. See “Pro Forma Data” for data on the dilutive effect of the stock recognition and retention plan and the stock option plan and “Management — New Stock Benefit Plans” for a description of the plans.

We Intend to Remain Independent Which May Mean You Will Not Receive a Premium for Your Common Stock.

We intend to remain independent for the foreseeable future. Because we do not plan on seeking possible acquirors, it is unlikely that we will be acquired in the foreseeable future. Accordingly, you should not purchase our common stock with any expectation that a takeover premium will be paid to you in the near term.

Our Stock Value May Suffer from Anti-Takeover Provisions That May Impede Potential Takeovers That Management Opposes.

Provisions in our corporate documents, as well as certain federal regulations, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, our shareholders may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Anti-takeover provisions contained in our corporate documents include:

•  restrictions on acquiring more than 10% of our common stock by any person and limitations on voting rights for positions of more than 10%;

•  the election of members of the board of directors to staggered three-year terms;

•  the absence of cumulative voting by shareholders in the election of directors;

•  provisions restricting the calling of special meetings of shareholders;

•  advance notice requirements for shareholder nominations and new business;

•  removals of directors only for cause and by a majority vote of all shareholders;

•  requirement of a 75% vote of shareholders for certain amendments to the bylaws and certain provisions of the articles of incorporation;

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•  a 75% vote requirement for the approval of certain business combinations not approved by two-thirds of our board of directors; and

•  our ability to issue preferred stock and additional shares of common stock without shareholder approval.

See “Restrictions on Acquisitions of Alliance Bancorp — New and Alliance Bank and Related Anti-Takeover Provisions” for a description of anti-takeover provisions in our corporate documents and federal regulations.

Our Stock Value May Suffer From Federal Regulations Restricting Takeovers.

For three years following the offering, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. Accordingly, the range of potential acquirors for Alliance Bancorp — New will be limited which will correspondingly reduce the likelihood that shareholders will be able to realize a gain on their investment through an acquisition of Alliance Bancorp — New. See “Restrictions on Acquisitions of Alliance Bancorp — New and Alliance Bank and Related Anti-Takeover Provisions — Regulatory Restrictions” for a discussion of applicable Office of Thrift Supervision regulations regarding acquisitions.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables contain certain information concerning the financial position and results of operations of Alliance Bancorp. You should read this information in conjunction with the financial statements included in this prospectus. The data presented as of and for the years ended December 31, 2009 and 2008 has been derived in part from the audited financial statements included in this prospectus. The data presented at June 30, 2010 and for the six month periods ended June 30, 2010 and 2009 are derived from unaudited condensed consolidated financial statements, but in the opinion of management reflect all adjustments necessary to present fairly the results for these interim periods. The adjustments consist only of normal recurring adjustments. The results of operations for the six months ended June 30, 2010 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2010 or for any other period.

	At June 30,		At December 31,
	2010		2009		2008		2007		2006		2005
	(Unaudited)		(Dollars in thousands, except per share amounts)
Selected Financial Condition Data
Total assets	$	448,446	$	464,216	$	424,109	$	424,467	$	410,350	$	389,035
Cash and cash equivalents		66,456		74,936		28,308		42,079		48,283		20,956
Loans receivable, net		283,020		285,008		278,436		256,932		235,761		224,294
Mortgage-backed securities		19,551		23,355		31,921		35,632		43,636		48,362
Investment securities		50,291		52,336		62,070		67,861		59,305		72,079
Other real estate owned		3,026		2,968		—		—		—		1,795
Deposits		381,210		375,254		327,267		327,772		330,083		293,699
Borrowings(1)		13,112		35,090		41,632		40,058		40,891		56,512
Stockholders’ equity		48,567		48,445		48,899		51,458		33,500		34,127
Non-performing assets(2)		16,150		10,805		6,996		2,097		1,559		3,735

	For the Six Months
	Ended June 30,						For the Year Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Unaudited)						(Dollars in thousands, except per share amounts)
Selected Operating Data
Interest and dividend income	$	10,132		$	10,604		$	21,091		$	22,542		$	24,340		$	21,752		$	19,883
Interest expense		3,787			4,983			9,509			11,701			13,999			11,331			8,907
Net interest income		6,345			5,621			11,582			10,841			10,341			10,421			10,976
Provision for loan losses		1,170			150			528			585			120			60			120
Net interest income after provision for loan losses		5,175			5,471			11,054			10,256			10,221			10,361			10,856
Other income		559			590			1,164			241			484			1,452			1,133
Other expenses		5,674			5,495			10,900			10,303			9,807			10,509			10,972
Income before income taxes		60			566			1,318			194			898			1,304			1,017
Income tax benefit		(205	)		(59	)		(41	)		(411	)		(157	)		(67	)		(157	)
Net income	$	265		$	625		$	1,359		$	605		$	1,055		$	1,371		$	1,174
Basic earnings per share(3)	$	0.04		$	0.09		$	0.20		$	0.09		$	0.15		$	0.19		$	0.16

(Footnotes on following page)

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	As of or for
	the Six Months Ended June 30,						As of or for the Year Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Unaudited)						(Dollars in thousands, except per share amounts)
Selected Operating Ratios
Return on average assets		0.11	%		0.30	%		0.30	%		0.14	%		0.25	%		0.35	%		0.30	%
Return on average equity		1.09			2.55			2.97			1.21			2.18			4.05			3.39
Average yield earned on interest- earning assets		4.62			5.27			5.08			5.64			6.12			5.89			5.43
Average rate paid on interest-bearing liabilities		1.91			2.78			2.57			3.32			4.03			3.39			2.69
Average interest rate spread(4)		2.71			2.49			2.51			2.32			2.09			2.50			2.74
Net interest margin(4)		2.89			2.80			2.79			2.72			2.60			2.82			3.00
Interest-earning assets to interest-bearing liabilities		110.75			112.23			111.98			113.54			114.54			110.66			110.74
Other expense as a percent of average assets		2.43			2.56			2.47			2.44			2.33			2.69			2.89
Dividend payout ratio(5)		62.26			28.32			25.59			122.91			58.56			90.39			105.54
Efficiency ratio(6)		82.18			88.47			85.52			92.97			90.60			88.51			90.61
Full-service offices at end of period		9			9			9			9			9			9			8
Asset Quality Ratios
Nonperforming loans as a percent of total loans receivable(2)		4.57	%		3.21	%		2.71	%		2.48	%		0.81	%		0.65	%		0.85	%
Nonperforming assets as a percent of total assets(2)		3.60			2.57			2.33			1.65			0.49			0.38			0.96
Allowance for loan losses as a percent of total loans receivable		1.46			1.15			1.23			1.13			1.09			1.14			1.18
Allowance for loan losses as a percent of nonperforming loans		31.89			35.71			45.14			45.30			135.00			174.39			137.63
Net charge-offs to average loans receivable outstanding during the period		0.18			0.02			0.06			0.09			—			0.01			0.03
Provision for loan losses to net charge-offs		2.24	x		2.42	x		3.32	x		2.37	x		13.33	x		5.45	x		2.11	x
Capital Ratios
Average equity to average assets		10.46	%		11.43	%		11.08	%		11.79	%		11.52	%		8.68	%		8.94	%
Tier 1 risk-based capital ratio(7)		16.06			16.32			15.97			16.33			16.35			14.05			14.92
Total risk-based capital ratio(7)		17.32			17.47			17.17			17.47			17.38			15.12			16.06
Tier 1 leverage capital ratio(7)		10.05			10.65			10.17			10.67			10.52			8.98			9.02

(1)	Borrowings consist of Federal Home Loan Bank (“FHLB”) advances, demand notes issued to the U.S. Treasury, the Employee Stock Ownership Plan (“ESOP”) debt and customer sweep accounts.
(2)	Nonperforming assets consist of nonperforming loans, troubled debt restructurings and other real estate owned (“OREO”). Nonperforming loans consist of nonaccrual loans and accruing loans 90 days or more overdue, while OREO consists of real estate acquired through, or in lieu of, foreclosure.
(3)	The calculation of earnings per share for 2005 and 2006 has been adjusted for the exchange and additional share issuance in the reorganization and offering completed on January 30, 2007
(4)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.
(5)	Based on dividends paid on outstanding shares. For all periods subsequent to December 31, 2006, excludes the effect of dividends declared on shares owned by Alliance Mutual Holding Company, as Alliance Mutual Holding Company waived the receipt of dividends.
(6)	The efficiency ratio is calculated by dividing other expenses by the sum of net interest income and other income.
(7)	For Alliance Bank only.

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FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which can be identified by the use of such words as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include, but are not limited to:

•  statements of goals, intentions and expectations;

•  statements regarding prospects and business strategy;

•  statements regarding asset quality and market risk; and

•  estimates of future costs, benefits and results.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the factors discussed under the heading “Risk Factors” beginning at page    that could affect the actual outcome of future events and the following factors:

•  general economic conditions, either nationally or in our market area, 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;

•  our ability to successfully manage our growth;

•  changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Securities and Exchange Commission or the Financial Accounting Standards Board; and

•  our ability to successfully implement our branch expansion strategy, enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements.

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USE OF PROCEEDS

The following table shows how we intend 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 Alliance Bank will reduce Alliance 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.

																			15% Above
	Minimum of						Midpoint of						Maximum of						Maximum of
	Offering Range						Offering Range						Offering Range						Offering Range
	2,635,000						3,100,000						3,565,000						4,099,750
	Shares at			Percent of			Shares at			Percent of			Shares at			Percent of			Shares at			Percent of
	$10.00			Net			$10.00			Net			$10.00			Net			$10.00			Net
	per Share			Proceeds			per Share			Proceeds			per Share			Proceeds			per Share			Proceeds
	(Dollars in thousands)
Offering proceeds	$	26,350					$	31,000					$	35,650					$	40,997
Less: offering expenses		(2,278	)					(2,462	)					(2,646	)					(2,857	)
Net offering proceeds		24,072			100.0	%		28,538			100.0	%		33,004			100.0	%		38,140			100.0	%
Less:
Proceeds contributed to Alliance Bank		12,036			50.0	%		14,269			50.0	%		16,502			50.0	%		19,070			50.0	%
Proceeds used for loan to employee stock ownership plan		1,221			5.1			1,437			5.0			1,652			5.0			1,900			5.0
Proceeds used to repurchase shares for stock recognition plan		1,771			7.4			2,083			7.3			2,396			7.3			2,755			7.2
Proceeds remaining for Alliance Bancorp-New	$	9,044			37.5	%	$	10,749			37.7	%	$	12,454			37.7	%	$	14,415			37.8	%

Alliance Bancorp — New intends to invest the proceeds it retains from the offering initially in short-term, liquid investments. Although there can be no assurance that Alliance Bancorp — New will invest the net proceeds in anything other than short-term, liquid investments, over time, Alliance Bancorp — New may use the proceeds it retains from the offering:

•  to invest in securities;

•  to pay dividends to shareholders;

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

•  to finance the possible acquisition of financial institutions or branch offices or other businesses that are related to banking (although we currently have no plans, understandings or agreements with respect to any specific acquisitions); and

•  for general corporate purposes.

Under current Office of Thrift Supervision regulations, Alliance Bancorp — New may not repurchase shares of its common stock during the first year following the offering, except to fund equity benefit plans or, with prior regulatory approval, when extraordinary circumstances exist.

Alliance Bank intends to initially use the net proceeds it receives to purchase investment and mortgage-backed securities. In the future, Alliance Bank may use the proceeds that it receives from the offering, which is shown in the table above as the amount contributed to Alliance Bank:

•  to fund new loans;

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•  to invest in short-term investment securities and mortgage-backed securities;

•  to finance the possible expansion of its business activities, including developing new branch locations; and

•  for general corporate purposes.

We may need regulatory approvals to engage in some of the activities listed above.

Except as described above, neither Alliance Bancorp — New nor Alliance 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 offering see “The Conversion and Offering — Purposes of the Conversion and Offering.”

OUR DIVIDEND POLICY

Alliance Bancorp and Alliance Bank as its predecessor, has paid quarterly cash dividends since 1995. Alliance Bancorp’s current quarterly dividend is $0.03 per share or $0.12 per share on an annual basis (which is equivalent to a dividend yield of 1.2% based upon the $10.00 per share purchase price in the offering). After we complete the conversion, dividends will be paid by Alliance Bancorp — New on its outstanding shares of common stock. We currently expect that the level of cash dividends per share after the conversion and offering will be substantially consistent with the current amount of dividends per share paid by Alliance Bancorp on its common stock. However, the rate of such dividends and the initial or continued payment thereof will be in the discretion of the board of directors of Alliance Bancorp — New and will depend upon a number of factors, including the amount of net proceeds retained by us in the offering, investment opportunities available to us, capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced in the future. We cannot guarantee that the amount of dividends that we pay after the conversion will be equal to the per share dividend amount that Alliance Bancorp’s shareholders currently receive. In addition, during the first three years after the conversion, no dividend will be declared or paid if it would be classified as a return of capital.

Alliance Bank’s ability to pay dividends to Alliance Bancorp — New will be governed by the Home Owners’ Loan Act, as amended, and the regulations of the Office of Thrift Supervision. In addition, the prior approval of the Office of Thrift Supervision will be required for the payment of a dividend if the total of all dividends declared by Alliance Bank in any calendar year would exceed the total of its net profits for the year combined with its net profits for the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock. In addition, Alliance Bank will be prohibited from paying cash dividends to Alliance Bancorp — New to the extent that any such payment would reduce Alliance Bank’s regulatory capital below required capital levels or would impair the liquidation account to be established for the benefit of Alliance Bank’s eligible account holders and supplemental eligible account holders. See “The Conversion and Offering — Liquidation Rights.” Regulations of the Pennsylvania Department of Banking also impose limitations on the payment of “capital distributions” by savings institutions such as Alliance Bank and require that Alliance Bank pay dividends only out of accumulated earnings. See “Regulation — Regulation of Alliance Bank — Restrictions on Capital Distributions.”

Dividends from Alliance Bancorp — New may eventually depend, in part, upon receipt of dividends from Alliance Bank, because Alliance Bancorp — New initially will have no source of income other than dividends from Alliance Bank, earnings from the investment of proceeds from the sale of common stock retained by us, and interest payments with respect to our loan to our employee stock ownership plan.

Any payment of dividends by Alliance Bank to Alliance Bancorp — New which would be deemed to be drawn out of Alliance Bank’s bad debt reserves would require a payment of taxes at the then-current tax rate by Alliance Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Alliance Bank does not intend to make any distribution to Alliance Bancorp — New that would create such a federal tax liability. See “Taxation.”

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Unlike Alliance Bank, Alliance Bancorp — New is not subject to the above regulatory restrictions on the payment of dividends to its shareholders. Alliance Bancorp-New is, however, subject to the requirements of Pennsylvania law, which generally limit the payment of dividends to amounts that will not have the effect of making a corporation unable to pay its debts as they become due in the ordinary course of business or if the corporation’s total assets would be less than its total liabilities plus the amount, if any, needed to satisfy any preferential rights that shareholders may have if the corporation were dissolved.

MARKET FOR OUR COMMON STOCK

Alliance Bancorp’s common stock is currently listed on the Nasdaq Global Market under the symbol “ALLB”, and there is an established market for such common stock. We have applied to have the common stock of Alliance Bancorp — New listed for trading on the Nasdaq Global Market and we expect that the common stock will trade under the symbol “ALLBD” for a period of 20 trading days after completion of the offering. Thereafter, the trading symbol will be “ALLB.” In order to list our common stock on the Nasdaq Global Market, we are required to have at least three broker-dealers who will make a market in our common stock. We currently have more than six registered market makers.

Making a market may include the solicitation of potential buyers and sellers in order to match buy and sell orders. The development of a liquid public market depends upon the existence of willing buyers and sellers, the presence of which is not within our control or the control 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. You should view the common stock as a long-term investment. Furthermore, there can be no assurance that you will be able to sell your shares at or above the $10.00 per share price in the offering.

The following table sets forth the high and low closing stock prices for Alliance Bancorp common stock and cash dividends per share declared for the periods indicated.

	Stock Price				Cash
	per Share				Dividends
Quarter Ended:	High		Low		per Share
September 30, 2010 (through          , 2010)	$		$		$	0.03
June 30, 2010		8.75		8.00		0.03
March 31, 2010		8.65		8.25		0.03
December 31, 2009		8.75		8.40		0.03
September 30, 2009		8.89		8.50		0.03
June 30, 2009		8.65		7.50		0.03
March 31, 2009		8.05		7.25		0.03
December 31, 2008		8.44		7.25		0.06
September 30, 2008		8.83		7.24		0.06
June 30, 2008		9.48		8.81		0.06
March 31, 2008		9.06		6.82		0.06

At August 10, 2010, the business day immediately preceding the public announcement of the conversion, and at          , 2010, the date of this prospectus, the closing prices of Alliance Bancorp common stock as reported on the Nasdaq Global Market were $8.22 per share and $      per share, respectively. At          , 2010, Alliance Bancorp had approximately           shareholders of record.

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REGULATORY CAPITAL REQUIREMENTS

At June 30, 2010, Alliance Bank exceeded all of its regulatory capital requirements. The table below sets forth Alliance Bank’s historical capital under accounting principles generally accepted in the United States of America and regulatory capital at June 30, 2010, and the pro forma capital of Alliance Bank after giving effect to the offering, based upon the sale of the number of shares shown in the table. The pro forma capital amounts reflect the receipt by Alliance Bank of 50% of the net offering proceeds. The pro forma risk-based capital amounts assume the investment of the net proceeds received by Alliance Bank in assets which have a risk-weight of 20% under applicable regulations, as if such net proceeds had been received and so applied at June 30, 2010.

						Pro Forma at June 30, 2010
																								15% Above
						Minimum of						Midpoint of						Maximum of						Maximum of
	Alliance Bank Historical at					Offering Range						Offering Range						Offering Range						Offering Range
	June 30, 2010					2,635,000 Shares						3,100,000 Shares						3,565,000 Shares						4,099,750 Shares
	(Unaudited)					at $10.00 per Share						at $10.00 per Share						at $10.00 per Share						at $10.00 per Share
			Percent						Percent						Percent						Percent						Percent
			of						of						of						of						of
	Amount		Assets(1)			Amount			Assets			Amount			Assets			Amount			Assets			Amount			Assets
	(Unaudited)					(Dollars in thousands)
GAAP capital	$	46,796		10.44	%	$	62,769			13.48	%	$	64,474			13.79	%	$	66,179			14.10	%	$	68,140			14.45	%
Tier 1 capital:
Actual	$	47,117		10.05	%	$	63,090			12.98	%	$	64,795			13.28	%	$	66,500			13.57	%	$	68,461			13.91	%
Requirement		18,755		4.00			19,443			4.00			19,519			4.00			19,596			4.00			19,685			4.00
Excess	$	28,362		6.05	%	$	43,647			8.98	%	$	45,276			9.28	%	$	46,904			9.57	%	$	48,776			9.91	%
Tier 1 risk-based capital:
Actual	$	47,117		16.06	%	$	63,090			21.26	%	$	64,795			21.81	%	$	66,500			22.35	%	$	68,461			22.98	%
Requirement		11,733		4.00			11,870			4.00			11,886			4.00			11,901			4.00			11,919			4.00
Excess	$	35.384		12.06	%	$	51,220			17.26	%	$	52,909			17.81	%	$	53,599			18.35	%	$	56,542			18.98	%
Total capital:
Actual	$	50,790		17.32	%	$	66,763			22.50	%	$	68,468			23.04	%	$	70,173			23.59	%	$	72,134			24.21	%
Requirement		23,466		8.00			23,741			8.00			23,771			8.00			23,802			8.00			23,837			8.00
Excess	$	27,324		9.32	%	$	43,022			14.50	%	$	44,697			15.04	%	$	46,371			15.59	%	$	48,297			16.21	%
Reconciliation of capital infused into Alliance Bank:
Net proceeds infused						$	12,036					$	14,269					$	16,502					$	19,070
Less:
Common stock acquired by employee stock ownership plan							(1,221	)					(1,437	)					(1,652	)					(1,900	)
Less:
Shares acquired by stock recognition plan							(1,771	)					(2,083	)					(2,396	)					(2,755	)
Plus:
Net assets received from mutual holding company							6,929						6,929						6,929						6,929
Pro forma increase in GAAP and regulatory capital						$	15,973					$	17,678					$	19,383					$	21,344

(1) Adjusted total or adjusted risk-weighted assets, as appropriate.

35

OUR CAPITALIZATION

The following table presents the historical capitalization of Alliance Bancorp at June 30, 2010, and the pro forma consolidated capitalization of Alliance Bancorp — New after giving effect to the conversion and offering, based upon the sale of the number of shares shown below and the other assumptions set forth under “Pro Forma Data.”

				Alliance Bancorp — New — Pro Forma
				Based Upon Sale at $10.00 per Share
				2,635,000			3,100,000			3,565,000			4,099,750
				Shares			Shares			Shares			Shares(1)
	Alliance Bancorp			(Minimum of			(Midpoint of			(Maximum of			(15% Above
	Historical			Offering			Offering			Offering			Maximum of
	Capitalization			Range)			Range)			Range)			Offering Range)
	(In thousands)
Deposits(2)	$	381,210		$	381,210		$	381,210		$	381,210		$	381,210
FHLB advances		5,000			5,000			5,000			5,000			5,000
Other borrowings		8,112			8,112			8,112			8,112			8,112
Total deposits and borrowings	$	394,322		$	394,322		$	394,322		$	394,322		$	394,322
Stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized (post-offering); none to be issued	$	—		$	—		$	—		$	—		$	—
Common stock, $.01 par value, (post-offering) 50,000,000 shares authorized (post-offering); shares to be issued as reflected(3)		72			44			52			60			69
Additional paid-in capital(3)		24,015			48,115			52,573			57,031			62,158
Retained earnings(4)		29,948			29,948			29,948			29,948			29,948
Plus:
Equity received from mutual holding company		—			6,929			6,929			6,929			6,929
Less:
Accumulated other comprehensive loss		(321	)		(321	)		(321	)		(321	)		(321	)
Common stock held by the employee stock ownership plan(5)		(565	)		(1,786	)		(2,002	)		(2,217	)		(2,465	)
Common stock held by the recognition and retention plan(6)		—			(1,771	)		(2,083	)		(2,396	)		(2,755	)
Treasury stock		(4,582	)		(4,582	)		(4,582	)		(4,582	)		(4,582	)
Total stockholders’ equity	$	48,567		$	76,576		$	80,514		$	84,452		$	88,981
Ratio of total stockholders’ equity to total assets		10.83	%		16.07	%		16.76	%		17.44	%		18.20	%

(1)	As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the offering range of up to 15% to reflect changes in market and financial conditions before we complete the offering or to fill the order of our employee stock ownership plan.
(2)	Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.

(Footnotes continued on next page)

36

(3)	Our pro forma amounts of common stock and additional paid-in capital have been increased to reflect the number of shares of our common stock to be outstanding, which includes the exchange of all of the currently outstanding shares of Alliance Bancorp common stock pursuant to the exchange ratio except for the shares earned by Alliance Mutual Holding Company. No effect has been given to the issuance of additional shares of common stock pursuant to our proposed stock option plan. We intend to adopt a new stock option plan and to submit such plan to shareholders at a meeting of shareholders to be held at least six months following completion of the offering. If the plan is approved by shareholders, an amount up to 10.0% of the common stock of Alliance Bancorp — New to be outstanding after the conversion and offering, less the number of options previously reserved under Alliance Bank’s 1996 stock option plan (143,287 shares), as adjusted for the exchange ratio, will be reserved for future issuance pursuant to the plan. Your ownership percentage would decrease by approximately 5.62% if all potential stock options are exercised from our authorized but unissued stock. See “Pro Forma Data” and “Management — New Stock Benefit Plans — Stock Option Plan.”
(4)	The retained earnings of Alliance Bank will be partially restricted after the offering.
(5)	Assumes that 4.63% of the shares to be sold in the offering will be purchased by our employee stock ownership plan in addition to the shares already owned by the employee stock ownership plan. The common stock acquired by our employee stock ownership plan is reflected as a reduction of stockholders’ equity. Assumes the funds used to acquire our employee stock ownership plan shares will be borrowed from us. See Note 1 to the tables set forth under “Pro Forma Data” and “Management-New Stock Benefit Plans — Employee Stock Ownership Plan.”
(6)	Gives effect to the recognition plan which we expect to adopt after the offering and present to shareholders for approval at a meeting of shareholders to be held at least six months after we complete the offering. No shares will be purchased by the recognition plan in the offering, and such plan cannot purchase any shares until shareholder approval has been obtained. If the recognition plan is approved by our shareholders, the plan intends to acquire an amount of common stock equal to 4.0% of the common stock of Alliance Bancorp — New to be outstanding after the conversion and offering, or 6.72% of the shares sold in the offering. The table assumes that shareholder approval has been obtained and that such shares are purchased in the open market at $10.00 per share. The common stock so acquired by the recognition plan is reflected as a reduction in stockholders’ equity. If the shares are purchased at prices higher or lower than the initial purchase price of $10.00 per share, such purchases would have a greater or lesser impact, respectively, on stockholders’ equity. If the recognition plan purchases authorized but unissued shares from us, such issuance would dilute the voting interests of existing shareholders by approximately 3.85%. See “Pro Forma Data” and “Management — New Stock Benefit Plans — Recognition Plan.”

37

PRO FORMA DATA

The actual net proceeds from the sale of Alliance Bancorp — New common stock in the offering cannot be determined until the offering is completed. However, the net proceeds are currently estimated to be between $24.1 million and $33.0 million, or up to $38.1 million in the event the offering range is increased by approximately 15%, based upon the following assumptions:

•  We will sell 40% of the shares of common stock in the subscription offering and community offerings with the remaining 60% of the shares sold in a syndicated community offering;

•  Our employee stock ownership plan will purchase an amount equal to 4.63% of the shares sold in the offering and that such shares are purchased at a price of $10.00 per share with a loan from Alliance Bancorp — New;

•  35,500 shares of common stock will be purchased by our employees, directors and their immediate families;

•  Stifel, Nicolaus & Company, Incorporated will receive an aggregate management fee equal to 1.0% of the aggregate purchase price of the shares sold in the subscription and community offerings, except that no fee will be paid with respect to shares purchased by our officers, directors and employees or members of their immediate families or by our employee stock ownership plan;

•  The sales commission and management fee for shares sold in the syndicated community offering will be equal to 6.0% of the aggregate purchase price of the shares sold in the syndicated community offering; and

•  Total expenses of the offering, excluding sales commissions and management fees referenced above, will be approximately $1.24 million.

We have prepared the following table, which sets forth our historical consolidated net income and stockholders’ equity prior to the conversion and offering and our pro forma consolidated net income and stockholders’ equity following the conversion and offering. In preparing these tables and in calculating pro forma data, the following assumptions have been made:

•  Pro forma earnings have been calculated assuming the common stock had been sold at the beginning of the periods and the net proceeds had been invested at an average yield of 2.60%, which represents the average of the yield on the five-year U.S. Treasury Note as of June 30, 2010 (1.79%) and on 15-year fixed-rate mortgage-backed securities (3.42%, based on Freddie Mac’s Primary Mortgage Market Survey^®) for the week ended June 30, 2010. We have used an assumed yield of 2.60% (1.72% after tax) in lieu of the arithmetic average method because we believe it more accurately reflects the yield that we will receive on the net proceeds of the offering.

•  An effective tax rate of 34.0%.

•  No withdrawals were made from Alliance Bank’s deposit accounts for the purchase of shares in the offering.

•  Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of stock, as adjusted in the pro forma net income per share to give effect to the purchase of shares by the employee stock ownership plan.

•  Pro forma stockholders’ equity amounts have been calculated as if our common stock had been sold in the offering on December 31, 2009 and June 30, 2010, respectively, and, accordingly, no effect has been given to the assumed earnings effect of the transactions.

The following pro forma information may not be representative of the financial effects of the offering at the date on which the offering actually occurs and should not be taken as indicative of future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of our assets and liabilities computed in accordance with generally accepted accounting principles. Stockholders’ equity does not give effect to intangible assets in the event of a liquidation or to Alliance Bank’s bad debt reserve. The pro forma stockholders’ equity is not intended to represent the fair market value of the common stock and may be different than amounts that would be available for distribution to shareholders in the event of liquidation.

38

The tables reflect the possible issuance of additional shares to be reserved for future issuance pursuant to our proposed new stock option plan which we expect to adopt following the offering and present, together with the stock recognition plan discussed below, to our shareholders for approval at a meeting to be held at least six months after the offering is completed. See “Management — New Stock Benefit Plans.” For purposes of the tables, we have assumed that shareholder approval was obtained, that the exercise price of the stock options and the market price of the common stock at the date of grant were $10.00 per share, that the stock options had a term of 10 years and vested pro rata over five years, and that the new stock option plan granted options to acquire common stock equal to 10.0% of the shares sold in the offering. We applied the Black-Scholes option pricing model to estimate a grant date fair value of $3.13 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model incorporated an estimated volatility rate of 23.23% for the common stock, dividend yield of 0.96%, an expected option life of 10 years and a risk free interest rate of 2.53%. There can be no assurance that shareholder approval of the stock option plan will be obtained, that the exercise price of the options will be $10.00 per share or that the Black-Scholes option pricing model assumptions used to prepare the table will be the same at the time the options are granted.

The tables also give effect to the stock recognition and retention plan, which we expect to adopt following the offering and present, together with the new stock option plan discussed above, to our shareholders for approval at a meeting to be held at least six months after the offering is completed. If approved by shareholders, the stock recognition and retention plan intends to acquire an amount of common stock equal to 6.72% of the shares to be sold in the offering, or 4.0% of the common stock of Alliance Bancorp — New to be outstanding after the offering, either through open market purchases, if permissible, or from authorized but unissued shares of common stock. The tables assume that shareholder approval has been obtained and that the shares acquired by the stock recognition and retention plan are purchased in the open market at $10.00 per share and vest over a five-year period at the rate of 20% per year. There can be no assurance that shareholder approval of the stock recognition and retention plan will be obtained, that the shares will be purchased in the open market or that the purchase price will be $10.00 per share.

39

The tables on the following pages are based on the assumptions set forth above and in the tables and should not be used as a basis for projection of the market value of our common stock following the conversion and the offering.

	At or for the Six Months Ended June 30, 2010
	2,635,000			3,100,000			3,565,000			4,099,750
	Shares Sold			Shares Sold			Shares Sold			Shares Sold
	at $10.00			at $10.00			at $10.00			at $10.00
	per Share			per Share			per Share			per Share
	(Minimum of			(Midpoint of			(Maximum of			(15% Above
	Range)			Range)			Range)			Maximum)
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	26,350		$	31,000		$	35,650		$	40,997
Less: estimated offering expenses		(2,278	)		(2,462	)		(2,646	)		(2,857	)
Estimated net proceeds	$	24,072		$	28,538		$	33,004		$	38,140
Less: common stock acquired by employee stock ownership plan(1)		(1,221	)		(1,437	)		(1,652	)		(1,900	)
Less: common stock to be acquired by recognition and retention plan(2)		(1,771	)		(2,083	)		(2,396	)		(2,755	)
Plus: cash and investment assets received from mutual holding company		4,286			4,286			4,286			4,286
Estimated net investable proceeds		25,366			29,304			33,242			37,771
Plus: fixed assets received from mutual holding company		2,643			2,643			2,643			2,643
Net proceeds, as adjusted	$	28,009		$	31,947		$	35,885		$	40,414
Pro Forma Net Income:
Pro forma net income:
Historical	$	265		$	265		$	265		$	265
Impact of mutual holding company consolidation(3)		(106	)		(106	)		(106	)		(106	)
Pro forma income on net investable proceeds(4):		218			252			285			324
Less: pro forma employee stock ownership plan adjustments(1)		(20	)		(24	)		(28	)		(32	)
Less: pro forma restricted stock award expense(2)		(117	)		(138	)		(158	)		(182	)
Less: pro forma stock option expense(5)		(76	)		(89	)		(102	)		(118	)
Pro forma net income	$	164		$	160		$	156		$	151
Pro forma net income per share:
Historical(6)	$	0.06		$	0.05		$	0.05		$	0.04
Impact of mutual holding company consolidation		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma income on net investable proceeds:		0.05			0.05			0.05			0.05
Less: pro forma employee stock ownership plan adjustments(1)		0.00			0.00			0.00			0.00
Less: pro forma restricted stock award expense(2)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Less: pro forma stock option expense(5)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net income per share	$	0.04		$	0.03		$	0.03		$	0.02
Offering price as a multiple of pro forma net income per share		125.0	x		166.67	x		166.67	x		250.0	x
Number of shares used to calculate pro forma net income per share(7)		4,308,134			5,068,388			5,828,642			6,702,947
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value)(5):
Historical	$	48,567		$	48,567		$	48,567		$	48,567
Estimated net proceeds		24,072			28,538			33,004			38,140
Plus: equity increase from mutual holding company		6,929			6,929			6,929			6,929
Less: common stock acquired by employee stock ownership plan(1)		(1,221	)		(1,437	)		(1,652	)		(1,900	)
Less: common stock to be acquired by recognition and retention plan(2)		(1,771	)		(2,083	)		(2,396	)		(2,755	)
Pro forma stockholders’ equity	$	76,576		$	80,514		$	84,452		$	88,981
Pro forma stockholders’ equity per share(6):
Historical	$	10.97		$	9.32		$	8.11		$	7.05
Estimated net proceeds		5.44			5.48			5.51			5.54
Plus: equity increase from mutual holding company		1.57			1.33			1.16			1.01
Less: common stock acquired by employee stock ownership plan(1)		(0.28	)		(0.28	)		(0.28	)		(0.28	)
Less: common stock to be acquired by recognition and retention plan(2)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders’ equity per share	$	17.30		$	15.45		$	14.10		$	12.92
Offering price as a percentage of pro forma stockholders’ equity per share		57.80	%		64.72	%		70.92	%		77.40	%
Number of shares used to calculate pro forma stockholders’ equity per share(7)		4,427,182			5,208,449			5,989,717			6,888,174

40

	At or for the Year Ended December 31, 2009
	2,635,000			3,100,000			3,565,000			4,099,750
	Shares Sold			Shares Sold			Shares Sold			Shares Sold
	at $10.00			at $10.00			at $10.00			at $10.00
	per Share			per Share			per Share			per Share
	(Minimum of			(Midpoint of			(Maximum of			(15% Above
	Range)			Range)			Range)			Maximum)
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	26,350		$	31,000		$	35,650		$	40,997
Less: estimated offering expenses		(2,278	)		(2,462	)		(2,646	)		(2,857	)
Estimated net proceeds	$	24,072		$	28,538		$	33,004		$	38,140
Less: common stock acquired by employee stock ownership plan(1)		(1,221	)		(1,437	)		(1,652	)		(1,900	)
Less: common stock to be acquired by recognition and retention plan(2)		(1,771	)		(2,083	)		(2,396	)		(2,755	)
Plus: cash and investment assets received from mutual holding company		4,286			4,286			4,286			4,286
Estimated net investable proceeds		25,366			29,304			33,242			37,771
Plus: fixed assets received from mutual holding company		2,643			2,643			2,643			2,643
Net proceeds, as adjusted	$	28,009		$	31,947		$	35,885		$	40,414
Pro Forma Net Income:
Pro forma net income:
Historical	$	1,359		$	1,359		$	1,359		$	1,359
Impact of mutual holding company consolidation(3)		(228	)		(228	)		(228	)		(228	)
Pro forma income on net investable proceeds(4):		435			503			570			648
Less: pro forma employee stock ownership plan adjustments(1)		(40	)		(47	)		(55	)		(63	)
Less: pro forma restricted stock award expense(2)		(234	)		(275	)		(316	)		(364	)
Less: pro forma stock option expense(5)		(151	)		(178	)		(204	)		(235	)
Pro forma net income	$	1,141		$	1,134		$	1,126		$	1,117
Pro forma net income per share:
Historical(6)	$	0.32		$	0.27		$	0.23		$	0.20
Impact of mutual holding company consolidation		(0.05	)		(0.05	)		(0.04	)		(0.03	)
Pro forma income on net investable proceeds:		0.10			0.10			0.10			0.10
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)		(0.05	)		(0.05	)		(0.05	)		(0.05	)
Less: pro forma stock option expense(5)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Pro forma net income per share	$	0.27		$	0.22		$	0.19		$	0.17
Offering price as a multiple of pro forma net income per share		37.04	x		45.45	x		52.63	x		58.82	x
Number of shares used to calculate pro forma net income per share(7)		4,311,187			5,071,979			5,832,772			6,707,697
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value)(5):
Historical	$	48,445		$	48,445		$	48,445		$	48,445
Estimated net proceeds		24,072			28,538			33,004			38,140
Plus: equity increase from mutual holding company		6,929			6,929			6,929			6,929
Less: common stock acquired by employee stock ownership plan(1)		(1,221	)		(1,437	)		(1,652	)		(1,900	)
Less: common stock to be acquired by recognition and retention plan(2)		(1,771	)		(2,083	)		(2,396	)		(2,755	)
Pro forma stockholders’ equity	$	76,454		$	80,392		$	84,330		$	88,859
Pro forma stockholders’ equity per share(6):
Historical	$	10.94		$	9.30		$	8.09		$	7.03
Estimated net proceeds		5.44			5.48			5.51			5.54
Plus: equity increase from mutual holding company		1.57			1.33			1.16			1.01
Less: common stock acquired by employee stock ownership plan(1)		(0.28	)		(0.28	)		(0.28	)		(0.28	)
Less: common stock to be acquired by recognition and retention plan(2)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders’ equity per share	$	17.27		$	15.43		$	14.08		$	12.90
Offering price as a percentage of pro forma stockholders’ equity per share		57.90	%		64.81	%		71.02	%		77.52	%
Number of shares used to calculate pro forma stockholders’ equity per share(7)		4,427,182			5,208,449			5,989,717			6,888,174

(Footnotes begin on next page)

41

(1)	The employee stock ownership plan will borrow the funds used to acquire these shares from the net proceeds from the offering retained by Alliance Bancorp — New. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. Alliance 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 Alliance Bancorp — New will earn on the loan will offset the interest paid on the loan by Alliance 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, based on an assumed effective tax rate of 34.0%. 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 pro forma net income for the six months ended June 30, 2010 assumes the 3,053, 3,591, 4,130 and 4,749 shares were committed to be released during the period at the minimum, midpoint, maximum and maximum, as adjusted of the offering range, respectively. For the year ended December 31, 2009, the pro forma net income assumes that 6,105, 7,183, 8,260 and 9,499 shares were committed to be released at the minimum, midpoint, maximum and maximum, as adjusted of the offering range, respectively. 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.
(2)	Assumes that Alliance Bancorp — New will purchase shares in the open market for the recognition and retention plan proposed to be adopted following the offering. The assumed 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 shareholder 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 common stock instead of shares repurchased in the open market would dilute the ownership interests of shareholders of Alliance Bancorp — New, by approximately 3.85%, assuming the midpoint of the offering range. The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. The assumed effective tax rate is 34.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the recognition and retention plan, total recognition and retention plan expense would be greater.
(3)	As a result of the mergers contemplated by the plan of conversion and reorganization and the elimination of Alliance Mutual Holding Company, certain income and expense items currently recognized by Alliance Mutual Holding Company will be assumed by Alliance Bancorp-New. These items include an expense related to the Directors’ Retirement Plan, which amounted to $7,200 and $14,400 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively, and office building depreciation, which amounted to $6,600 and $13,200 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively. In addition, certain intercompany income and expense items of Alliance Mutual Holding Company and Alliance Bancorp will be eliminated upon elimination of Alliance Mutual Holding Company. These items include the management fee paid by Alliance Mutual Holding Company to Alliance Bancorp, which amounted to $168,000 and $360,000 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively, rental expense currently paid by Alliance Bank to Alliance Mutual Holding Company, which amounted to $21,000 and $42,000 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively, and rental expense currently paid by Alliance Bank to Alliance Mutual Holding Company, which amounted to $21,000 and $42,000 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively. The amounts reflected in pro forma net income are shown net of taxes.

(Footnotes continued on next page)

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(4)	Pro forma income on net investable proceeds is equal to the net proceeds of the offering, plus the cash and investment assets received from Alliance Mutual Holding Company, less the cost of acquiring shares in the open market at the $10.00 per share purchase price to fund the employee stock ownership plan and the restricted stock awards under the recognition and retention plan multiplied by the after-tax reinvestment rate. The after-tax reinvestment rate is equal to 1.72% based on the following assumptions: combined federal and state income tax rate of 34.0% and a pre-tax reinvestment rate of 2.60%.
(5)	The adjustment to pro forma net income for stock options reflects the compensation expense associated with the stock options (assuming no federal tax benefit) that may be granted under the new stock option plan to be adopted following the offering. If the new stock option plan is approved by shareholders, a number of shares equal to 10.0% of the shares sold in the offering, or 5.95% of Alliance Bancorp — New’s common stock to be outstanding after the offering, will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. The Black-Scholes option-pricing formula has been used to estimate the values of the options. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Alliance Bancorp — New may use a valuation technique other than the Black-Scholes option-pricing formula and that technique may produce a different value. In addition, if the fair market value per share is different than $10.00 per share on the date options are awarded under the stock option 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. 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 shareholders, by approximately 5.62%, assuming the midpoint of the offering range.
(6)	The historical net income per share has been adjusted to reflect the exchange ratio of the additional shares to be issued by Alliance Bancorp — New in exchange for the currently outstanding shares of Alliance Bancorp common stock. As reported, the net income per share of Alliance Bancorp for the six months ended June 30, 2010 and December 31, 2009 was $0.04 and $0.20, respectively.
(7)	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 offering, less the number of shares purchased by the employee stock ownership plan not committed to be released within one year following the offering. 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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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Alliance Bancorp is a federally chartered holding company which owns 100% of the capital stock of Alliance Bank, a community oriented savings bank headquartered in Broomall, Pennsylvania. We operate a total of nine banking offices, eight of which are located in Delaware County and one in Chester County. Both counties are suburbs of Philadelphia. Our primary business consists of attracting deposits from the general public and using those funds, together with funds we borrow, to originate loans to our customers and invest in securities such as U.S. Government and agency securities, mortgage-backed securities and municipal obligations. At June 30, 2010, Alliance Bancorp had $448.4 million of total assets, $381.2 million of total deposits and stockholders’ equity of $48.6 million.

Alliance Bank attracts the majority of its deposits from the general public, businesses and municipalities using a combination of its branch office network and the internet. These deposits are used primarily to (i) originate and purchase loans secured by first liens on single-family (one-to four-family units) residential and commercial real estate properties and (ii) invest in securities issued by the United States (“U.S.”) Government and agencies thereof, municipal and corporate debt securities and certain mutual funds. Alliance Bank derives its income principally from interest earned on loans, mortgage-backed securities and investments and, to a lesser extent, from a variety of fees received such as loan fees, services charges on deposits accounts, safe deposit box rental income and ATM fees. Alliance Bank’s primary expenses are interest expense on deposits and borrowings and general operating expenses, including FDIC deposit insurance premiums. Cash flow for activities is provided primarily by new deposits, repayments, prepayments and maturities of outstanding loans, investments, mortgage-backed securities and other sources.

Alliance Bank is subject to regulation by the Pennsylvania Department of Banking, as its chartering authority, and by the FDIC, which insures Alliance Bank’s deposits up to applicable limits.

The key elements of our operating strategy include:

Expand Our Market Presence and Geographic Reach.  We continue seek ways to increase our market penetration to grow our business and expand our geographic reach in banking on other complementary financial services businesses.

•  Expanding our Market Presence.  We have increased our market penetration through the use of television, print media and outdoor sign marketing campaigns and by increasing the products and services we offer. We incentivize our employees to cross-sell our products and emphasize a Customer First^® mentality in an effort to maximize the number of our products that each customer, household or business utilizes.

•  Complementary acquisitions.  In addition to organic growth, we continue to evaluate market expansion acquisition opportunities to acquire other financial institutions or financial service companies (such as wealth management and insurance companies) in our current market area as well as contiguous market areas that afford us the opportunity to add complementary products to our existing businesses, although we currently have no plans, agreements or understandings with respect to any acquisitions or de novo openings.

•  De novo branching.  The net proceeds from the offering will facilitate our ability to add new branch locations, either on a de novo basis or through acquisitions to provide our customers with better access and service in addition to filling any gaps in our footprint, although we currently have no plans, agreements or understandings with respect to any acquisitions or de novo openings.

Improve Our Earnings and Diversify Our Income Sources.  We continue to seek ways of increasing our net interest income, net interest margin and other sources of non-interest income.

•  Emphasizing Origination of Commercial Real Estate Loans.  Commercial real estate loans are attractive because they generally provide us with higher yields and less interest rate risk because

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they typically have adjustable rates of interest and/or shorter terms to maturity in comparison to traditional single-family residential mortgage loans. At June 30, 2010, $136.9 million or 47.6% of our total loan portfolio consisted of commercial real estate loans. The net proceeds from the offering will increase our capital, although we currently maintain regulatory capital in excess of “well capitalized” standards, and will facilitate our ability to expand our loan relationships, consistent with our current underwriting guidelines. We intend to continue to emphasize growth in our commercial real estate lending in a manner consistent with our loan underwriting policies and procedures.

•  Expanding Business Banking Operations.  We hired an additional loan officer in 2009 and are currently seeking more relationship managers and loan officers to facilitate increased sales calls on local real estate investors, builders and other area businesses to capitalize on our commercial banking experience and to further penetrate the markets we serve. As a community based bank, we believe that we offer high quality customer service by combining locally based management for fast decisions on loan applications and approvals with customized deposit services which are attractive to small and medium sized businesses.

•  Controlling Non-interest Expense.  We monitor our expense ratios closely and strive to improve our efficiency ratio through expense control and increases in non interest income and in net interest income. Our largest non-interest expense is compensation. We work to limit growth of compensation expense by controlling increases in the number of employees to those needed to support our growth and by maximizing the use of technology to increase efficiency.

•  Considering New Product Lines and Businesses.  We continue to evaluate new product lines in our efforts to maintain a competitive edge and provide our customers with a broad array of products and services to meet the needs of our retail and business customers. In particular, we continue to evaluate financial products to expand our product offerings and improve our non-interest income. In addition, we continue evaluate opportunities to provide our customers with wealth management and insurance products and services and to increase our non-interest income

•  Continuing Residential Mortgage Lending.  As a community bank we continue our mission of supporting the communities we serve by offering a strong line of traditional single-family residential mortgage products. We offer first and second mortgages of various terms using fixed or adjustable rate products. In addition, we offer home equity loans and lines of credit to support short term financing needs. At June 30, 2010, our loans secured by single-family residential mortgages amounted to $110.4 million or 38.4% of our total loan portfolio. At such date, our single-family residential loans included $20.0 million in home equity loans and lines of credit.

Maintaining a Quality Loan Portfolio While Exercising Prudent Underwriting Standards.  While the delinquencies in our loan portfolio have increased during the current economic downturn, we continue to emphasize maintaining strong asset quality by following conservative underwriting criteria, diligently applying our collection efforts, and originating loans secured primarily by real estate. We will continue to focus on asset quality as we seek to expand our commercial lending activities. Our net charge-offs were 0.18% of our average loans outstanding for the six months ended June 30, 2010, while our non-performing assets at June 30, 2010 were $16.1 million, or 3.60% of total assets. Of the $16.1 million, $9.8 million, or 60.9% of total non performing assets, are related to two borrower relationships that we believe are adequately collateralized and reserved against as of June 30, 2010, and are continuing to make payments pursuant to our arrangements with the borrowers.

Improve our Funding Mix and Increase Core Deposits.  We are continuing our efforts to increase our core deposits in order to help reduce and control our cost of funds. We value core deposits because the represent longer-term customer relationships and lower costs of funds. We offer competitive rates on a wide variety of deposit products to meet the individual needs of our customers. We also promote longer term deposits where possible, consistent with our asset liability management goals. In addition, we have focused on lowering outstanding borrowings to improve our funding mix. Since the year ended December 31, 2009, we have reduced borrowings by $21.9 million, or 62.6%, to $13.1 million at June 30,

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2010. We intend to continue to pay down our borrowings to improve our funding mix to benefit our net interest margin and results of operations.

Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and securities portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for loan losses, fees and service charges and other non-interest income and non-interest expense. Non-interest expense principally consists of compensation and employee benefits, office occupancy and equipment expense, data processing, FDIC insurance premiums, advertising and other expense. Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact our financial condition and results of operations.

Our net income amounted to $265,000, $1.4 million and $605,000 for the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, respectively. Some of the major factors and trends which have impacted our results of operations in these periods include the following:

•  Other than Temporary Impairment of Securities.  Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not Alliance Bancorp intends to sell or expects that it is more likely than not that it will be required to sell the security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary impairment is separated into (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss). During 2008, Alliance Bancorp recognized $882,000 in impairment charges on certain mutual funds. During 2008, Alliance Bancorp identified the impairment in these securities, which had a carrying value of $18.0 million, as other than temporary and recorded the charges against its operating results. During the second and third quarters of 2008, we sold an aggregate of $15.8 million of these securities into the market and recorded additional pretax losses on such sales of $157,000 in the aggregate. The remaining $2.7 million of such mutual funds were sold at fair value to Alliance Mutual Holding Company in 2008. During July 2010, Alliance Mutual Holding Company sold all of its remaining interest in such mutual funds.

•  Low Market Rates of Interest.  In recent periods, our results have benefitted from the historically low market rates of interest that have prevailed. During 2008, the Federal Reserve Board reduced the federal funds rate seven times from 4.25% at December 31, 2007 to a range of 0% to 0.25% at December 31, 2008 and throughout 2009. The average rates that we pay on our interest-bearing deposits and other liabilities have fallen steadily, from 4.03% for the year ended December 31, 2007 to 1.91% during the six months ended June 30, 2010. Because the average rates on our deposits and other liabilities tend to adjust to changes in market rates of interest more quickly than the average yields we earn on our loans and other interest-earning assets, our average interest rate spread (the difference between the average yield earned on interest-earning assets and the average cost paid on interest-bearing liabilities) has steadily increased over this period, as has our net interest income. We anticipate that the current low rate environment will continue to put downward pressure on short term interest rates until the economic recovery is sustainable. However, when the interest rate environment begins to increase, it will cause pricing pressure our deposit accounts and may have a negative impact on our net income.

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•  Increased Provisions for Loan Losses.  In recent periods, our results have been adversely affected by provisions for loan losses, which are charged to expense, which have been higher than our average historical levels. For the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, our provisions for loan losses amounted to $1.2 million, $528,000 and $585,000, respectively. The increases in our provisions for loan losses reflect, among other factors, an increase in the amount of our non-performing loans, which totalled $13.1 million or 4.57% of our total loan portfolio at June 30, 2010 compared to $2.1 million or 0.81% of the total loan portfolio at December 31, 2007. At June 30, 2010, two loan relationships accounted for $9.8 million or 74.8% of our total non-performing loans. The increase in our non-performing loans reflects the pressures imbedded in the national and local economies as a result of the continuing recession. Our results in future periods may be significantly affected by, among other factors, additional provisions for loan losses or to recognize losses on other non-performing assets.

•  Managing Other Expenses.  Our other, or non-interest expenses amounted to $5.7 million, $10.9 million and $10.3 million for the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, respectively. Our non-interest expenses increased $179,000, or 3.3%, in the first six months of 2010 compared to the first half of 2009. The primary reasons for the increase in non-interest expenses in the 2010 period were increased provisions for losses on other real estate owned (“OREO”) and increased salary and employee benefits expenses. The increase in 2009 compared to 2008 was primarily due to a $563,000 or 290.9% increase in FDIC premium expense and an increase in salary and employee benefits of $214,000. The increase in FDIC deposit insurance premiums in the year ended December 31, 2009 included a $195,000 charge for the FDIC special assessment we paid in September of 2009. The increase in salaries and employee benefits in 2009 compared to 2008 was due to a higher level of staff members and annual increases in employees’ salaries. We expect an additional increase in salaries and benefits expenses after the conversion and offering as a result of the proposed stock purchase by our employee stock ownership plan as well as the new stock benefit plans that we intend to implement. See “Management — New Stock Benefit Plans.”

Critical Accounting Policies

In reviewing and understanding financial information for Alliance Bancorp, you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements included elsewhere in this document. These policies are described in Note 2 of the notes to our consolidated financial statements. The accounting and financial reporting policies of Alliance Bancorp conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported consolidated financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses.  The allowance for loan losses is established through a provision for loan losses charged to expense. Charges against the allowance for loan losses are made when management believes that the collectibility of loan principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that management believes will cover known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial and

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residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan losses have not required significant adjustments from management’s initial estimates. In addition, the Pennsylvania Department of Banking and the FDIC, as an integral part of their examination processes, periodically review our allowance for loan losses. The Pennsylvania Department of Banking and the FDIC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

Income Taxes.  We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a deferred tax asset valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results, recent cumulative losses and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

Other than Temporary Impairment of Securities.  Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not we intend to sell or expects that it is more likely than not that we will be required to sell the security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary impairment is separated into (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

FHLB Restricted Stock.  Restricted stock represents required investments in the common stock of a correspondent bank and is carried at cost. As of June 30, 2010, December 31, 2009 and December 31, 2008, restricted stock consisted solely of the common stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”). In December of 2008, the FHLB notified member banks that it was suspending dividend payments and the repurchase of capital stock.

Management’s evaluation and determination of whether this investment is impaired is based on its assessment of the ultimate recoverability of its cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of an investment’s cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB

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to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Asset and Liability Management

The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained during fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing “gap”, provides an indication of the extent to which a bank’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets. Generally, during a period of rising interest rates, a negative gap within shorter maturities would adversely affect net interest income, while a positive gap within shorter maturities would result in an increase in net interest income, and during a period of falling interest rates, a negative gap within shorter maturities would result in an increase in net interest income while a positive gap within shorter maturities would have the opposite effect. Alliance Bank’s one year gap position at June 30, 2010 was a negative 35.9% primarily due to the $198.6 million of certificate accounts which mature during the one year period subsequent to June 30, 2010. In order to minimize the potential for adverse effects of material and prolonged changes in interest rates on Alliance Bank’s results of operations, Alliance Bank’s management has implemented and continues to monitor asset and liability management policies to better match the maturities and repricing terms of Alliance Bank’s interest-earning assets and interest-bearing liabilities. Such policies have consisted primarily of: (i) emphasizing investment in adjustable-rate mortgage loans (“ARMs”) and shorter-term (15 years or less) mortgage-backed securities; (ii) originating short-term secured commercial loans with balloon provisions or the rate on the loan tied to the prime rate; (iii) purchasing shorter-term (primarily two to ten years) investment securities of investment grade quality and U.S. Government Agency Bonds with terms of 15 years or less; (iv) selling longer-term (15 years or more) fixed-rate residential mortgage loans in the secondary market; (v) maintaining a high level of liquid assets (including investments and mortgage backed securities available for sale) that can be readily reinvested in higher yielding investments should interest rates rise; (vi) emphasizing the retention of lower-costing savings accounts and other core deposits; (vii) using interest rate floors and prepayment penalties on loan products; and (viii) lengthening liabilities and locking in lower borrowing rates with longer terms whenever possible.

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The following table summarizes the anticipated maturities or repricing of Alliance Bank’s interest-earning assets and interest-bearing liabilities as of June 30, 2010 based on the information and assumptions set forth in the footnotes below.

				Over			Over 3			Over 5
				1 Year			Years			Years
	1 Year			to 3			to 5			to 15			Over 15
	or Less			Years			Years			Years			Years			Total
	(Dollars in thousands)
Interest-earning assets
Loans receivable(1)	$	50,130		$	46,002		$	84,722		$	86,052		$	9,020		$	275,926
Mortgage-backed securities(2)		3,112			120			3,813			9,474			3,032			19,551
Investment securities(3)		9,026			10,085			5,021			16,653			9,506			50,291
Other interest-earning assets		60,908			—			—			—			—			60,908
Total interest-earning assets		123,176			56,207			93,556			112,179			21,558			406,676
Interest-bearing liabilities
Savings accounts(4)		8,573			8,573			8,573			8,573			8,572			42,864
NOW accounts		42,112			—			—			—			—			42,112
Money market deposit accounts		21,921			—			—			—			—			21,921
Certificate accounts		198,570			53,130			2,378			1,022			—			255,100
Borrowed money		13,112			—			—			—			—			13,112
Total interest-bearing liabilities		284,288			61,703			10,951			9,595			8,572			375,109
Repricing GAP during the period		(161,112	)		(5,496	)		82,605			102,584			12,986			31,567
Cumulative GAP	$	(161,112	)	$	(166,608	)	$	(84,003	)	$	18,581		$	31,567
Ratio of GAP during the period to total assets		(35.9	)%		(1.2	)%		18.4	%		22.9	%		2.9	%
Ratio of cumulative GAP to total assets		(35.9	)%		(37.2	)%		(18.7	)%		4.1	%		7.0	%

(1)	Adjustable-rate loans are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are contractually due to mature. Fixed-rate loans are included in the period in which they are contractually due to mature. Balances have been reduced by $11.3 million for nonaccrual loans at June 30, 2010.
(2)	Reflects the repricing of the underlying loans and/or the expected average life of the mortgage-backed security.
(3)	Reflects repricing or contractual maturity with respect to investment securities.
(4)	For savings accounts, which totaled $42.9 million or 11.2% of deposits at June 30, 2010, assumes a decay rate of 20% per period.

Management believes that the assumptions utilized to evaluate the vulnerability of Alliance Bank’s operations to changes in interest rates approximate actual experience and considers them reasonable. However, the interest rate sensitivity of Alliance Bank’s assets and liabilities in the above table could vary substantially if different assumptions were used or actual experience differs from the historical experience on which they are based.

Although the actions taken by management of Alliance Bank have reduced the potential effects of changes in interest rates on Alliance Bank’s results of operations, significant increases in interest rates may adversely affect Alliance Bank’s net interest income because the repricing of interest-bearing liabilities relative to interest-earning assets occurs within shorter periods and because Alliance Bank’s adjustable-rate, interest-earning assets generally are not as responsive to changes in interest rates as its interest-bearing liabilities. This is primarily due to terms which generally permit only annual adjustments to loan interest rates and which

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generally limit the amount which interest rates thereon can adjust at such time and over the life of the related asset.

Net Portfolio Value and Net Interest Income Analysis.  Our interest rate sensitivity also is monitored by management through the use of models which generate estimates of the change in its net portfolio value (“NPV”) and net interest income (“NII”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario.

The table below sets forth as of June 30, 2010, the estimated changes in our net portfolio value that would result from designated instantaneous changes in the United States Treasury yield curve. Computations of prospective effects of hypothetical interest rates changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

		As of June 30, 2010
							Percentage
Change in Interest				Dollar Change			Change from
Rates (Basis Points)(1)		Amount		from Base			Base
		(Dollars in thousands)
	+300	$	52,026	$	(1,591	)		(3.0	)%
	+200		53,428		(188	)		(0.4	)
	+100		54,395		778			1.5
	0		53,616		—			—
	−100		49,039		(4,577	)		(8.5	)
	−200		45,446		(8,170	)		(15.2	)

(1) Assumes an instantaneous uniform change in interest rates. One basis point equals 0.01%.

In addition to modeling changes in NPV, we also analyze potential changes to NII for a twelve-month period under rising and falling interest rate scenarios. The following table shows our NII model as of June 30, 2010.

Change in Interest Rates in
Basis Points (Rate Shock)			Net Interest Income		$ Change		% Change
			(Dollars in thousands)
	300		$	14,004	$	106		0.8	%
	200			13,985		87		0.6
	100			14,006		108		0.8
	Static			13,898		—		—
	(100	)		13,970		72		0.5
	(200	)		13,966		68		0.5

The above table indicates that as of June 30, 2010, in the event of an immediate and sustained 200 basis point increase in interest rates, our net interest income for the 12 months ending June 30, 2011 would be expected to increase by $87,000 or 0.6% to $14.0 million.

As is the case with the GAP Table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and NII require the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV measurements and net interest income models provide an indication of interest rate risk exposure at a

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particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

Financial Condition

Changes in Financial Condition at June 30, 2010 Compared to December 31, 2009

Total assets decreased $15.8 million or 3.4% to $448.4 million at June 30, 2010 compared to $464.2 million at December 31, 2009. This decrease was primarily due to an $8.5 million or 11.3% decrease in total cash and cash equivalents, a $3.8 million or 16.3% decrease in mortgage backed securities, a $1.4 million or 5.8% decrease in investment securities held to maturity, a $674,000 or 2.3% decrease in investment securities available for sale, and a $2.0 million or 0.7% decrease in loans receivable, net of allowance for loan losses.

Total liabilities decreased $15.9 million or 3.8% to $399.9 million at June 30, 2010 compared to $415.8 million at December 31, 2009. This decrease was due to a $27.0 million or 84.4% decrease in FHLB advances, partially offset by a $6.0 million or 1.6% increase in total deposits and a $5.0 million or 162.5% increase in other borrowed money.

Stockholders’ equity increased $122,000 to $48.6 million as of June 30, 2010 compared to $48.4 million at December 31, 2009. The increase was primarily due to a $262,000 decrease in accumulated other comprehensive loss, and a $100,000 increase in retained earnings. The increase was partially offset by a $277,000 increase in treasury stock. In January 2009, Alliance Bancorp commenced a 292,612 share repurchase program and has repurchased a total of 261,200 shares at an average price of $8.14 per share through June 30, 2010.

Nonperforming assets, which consist of nonaccruing loans, accruing loans 90 days or more delinquent and OREO (which includes real estate acquired through, or in lieu of, foreclosure), increased $5.3 million to $16.1 million or 3.60% of total assets at June 30, 2010 from $10.8 million or 2.33% of total assets at December 31, 2009. This increase was primarily due to a $6.1 million land and development loan for a mixed use commercial real estate project located in Bradenton, Florida, being placed on non-accrual status at March 31, 2010. This resulted from a lack of sales activity combined with a decline in the liquidity of the borrowers and their inability to access additional funds. At June 30, 2010, the $16.1 million of nonperforming assets consisted of $1.8 million of accruing loans 90 days or more delinquent, $11.3 million of nonaccrual loans, and $3.0 million in OREO. At June 30, 2010, the $11.3 million of nonaccrual loans consisted of one single family real estate loan in the amount of $76,000, nine commercial real estate loans totaling $1.4 million, two real estate construction loans in the amount of $9.8 million, and one commercial business loan in the amount of $74,000. The amount of specific reserves related to nonaccrual loans was $1.2 million as of June 30, 2010. Management continues to aggressively pursue the collection and resolution of all delinquent loans. See “Business — Asset Quality — Delinquent Loans.”

Alliance Bancorp strives to maintain current valuations of the collateral supporting its impaired loans as well as other real estate owned. In most cases, we utilize third-party appraisals to determine the estimated fair value of the underlying collateral when measuring for impairment. As part of our valuation analysis, management considers the timing and reliability of the original appraisal, the original loan-to-value, our overall exposure and current market conditions. As part of our analysis, discounts may be applied to any collateral valuations that were performed more than six months prior to the reporting date.

At June 30, 2010 and December 31, 2009, the allowance for loan losses amounted to $4.2 million and $3.5 million, respectively. At June 30, 2010, the allowance for loan losses amounted to 31.9% of nonperforming loans and 1.46% of total loans receivable, as compared to 45.1% and 1.23%, respectively, at December 31, 2009. The decrease in the allowance for loan losses to total nonperforming loans was primarily due to our analysis of the underlying real estate collateral securing these loans.

Although management uses the best information available to make determinations with respect to the provisions for loan losses, additional provisions for loan losses may be required to be established in the future should economic or other conditions change substantially. In addition, the Pennsylvania Department of

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Banking and the FDIC, as an integral part of their examination process, periodically review Alliance Bank’s allowance for loan losses. Such agencies may require Alliance Bank to recognize additions to such allowance based on their judgments about information available to them at the time of their examination.

Changes in Financial Condition at December 31, 2009 compared to December 31, 2008

Alliance Bancorp’s total assets increased $40.1 million or 9.5% to $464.2 million at December 31, 2009, compared to $424.1 million at December 31, 2008. This increase was due primarily to a $46.6 million or 164.7% increase in cash and cash equivalents, a $6.6 million or 2.4% increase in loans receivable, a $3.0 million increase in OREO, and a $2.0 million increase in prepaid FDIC premium assessments. These increases were partially offset by an $8.9 million or 23.6% decrease in investment securities available for sale, an $8.6 million or 26.8% decrease in mortgage backed securities, and an $810,000 decrease in investment securities held to maturity. The increase in total cash and cash equivalents in 2009 was primarily attributed to an increase in customer deposits as well as cash received from certain investment securities being called by the issuers as well as normal principal repayments received on our portfolio of mortgage backed securities available for sale. New loan production amounted to $65.6 million for the year ended December 31, 2009 and included $14.9 million in residential and consumer lending, $43.0 million in commercial and business lending and $7.7 million in real estate construction lending. Alliance Bancorp’s net loans receivable outstanding at December 31, 2009 grew $6.6 million or 2.4% to $285.0 million compared to $278.4 million at December 31, 2008. Alliance Bancorp remains committed to continuing its lending emphasis on developing and growing new and existing relationships with both retail and commercial customers.

Total liabilities increased $40.6 million or 10.8% to $415.8 million at December 31, 2009, compared to $375.2 million at December 31, 2008. This increase was primarily due to an increase of $46.1 million or 14.7% in interest bearing deposits and a $1.9 million or 13.9% increase in non-interest bearing deposits. The increase was partially offset by a $5.0 million or 13.5% decrease in FHLB advances. Stockholders’ equity decreased $454,000 or 0.9% to $48.4 million as of December 31, 2009 compared to $48.9 million at December 31, 2008. During the year ended December 31, 2009, Alliance Bancorp repurchased a total of 228,000 shares of its common stock in its stock repurchase program at an average price of $8.42 per share which decreased stockholders’ equity by $1.9 million. The decrease was partially offset by net income of $1.4 million in 2009.

Nonperforming assets increased to $10.8 million or 2.33% of total assets at December 31, 2009 from $7.0 million or 1.65% of total assets at December 31, 2008. At December 31, 2009, $10.8 million of nonperforming assets consisted of $1.4 million of accruing loans 90 days or more delinquent, $6.5 million of nonaccrual loans and $3.0 million in other real estate owned. At December 31, 2009, nonperforming loans consisted of $1.7 million in single-family residential real estate loans, $1.8 million in commercial real estate loans, $3.7 million in a residential real estate construction loan, $472,000 in commercial business loans, and $153,000 in consumer and other loans.

At December 31, 2009, the total allowance for loan losses amounted to $3.5 million, as compared to $3.2 million at December 31, 2008. The increase was due to $528,000 in provisions for loan losses made during the year ended December 31, 2009 in light of factors such as the level of nonperforming loans and the current economic environment. In addition, in 2009, net charge-offs amounted to $159,000. At December 31, 2009, the allowance for loan losses amounted to 45.1% of total nonperforming loans and 1.23% of total loans receivable, as compared to 45.3% and 1.13%, respectively, at December 31, 2008 and 135.00% and 1.09% at December 31, 2007.

Results of Operations

Comparison of Results of Operations for the Six Months Ended June 30, 2010 and 2009

General.  Net income decreased $360,000 or 57.6% to $265,000 or $0.04 per basic and diluted share for the six months ended June 30, 2010 compared to $625,000 or $0.09 per basic and diluted share for the same period in 2009. The decrease in net income was primarily due to a $1.0 million or 680.0% increase in the provision for loan losses for the six months ended June 30, 2010 compared to the six months ended June 30, 2009. Also contributing to the decrease in net income in the first six months of 2010 was the $135,000 provision for loss on OREO

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compared to no such provision in the prior year period. The increase in the provision for loan losses was primarily due to the need for additional reserves that resulted from our quarterly valuation analysis for problem loans and, charge-offs of $523,000. The provision for loss on OREO was recorded was primarily due to the need for additional write-downs that resulted from our quarterly valuation analysis of our OREO.

Average Balances, Net Interest Income and Yields Earned and Rates Paid.  The following average balance sheet table sets forth at the date and for the periods indicated, information on Alliance Bancorp regarding: (i) the average balance of interest-bearing assets and liabilities; (ii) the total dollar amounts of interest income on interest-earning assets and the resulting average yields; (iii) the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs; (iv) net interest income; (v) interest rate spread; (vi) net average interest-earning assets; (vii) the net yield earned on interest-earning assets; and (viii) the ratio of total interest-earning assets to average total interest-bearing liabilities. Information is based on average daily balances during the six month periods presented.

				Six Months Ended June 30,
	At June 30 2010,			2010							2009
	Yield/			Average				Yield/			Average				Yield/
	Rate			Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable(1)(2)		5.96	%	$	288,503	$	8,475		5.88	%	$	282,827	$	8,530		6.03	%
Mortgage-backed securities		4.61			21,774		450		4.14			30,070		674		4.48
Investment securities(2)		3.78			53,334		1,057		3.96			56,767		1,332		4.69
Other interest-earning assets		0.27			75,038		150		0.40			32,503		68		0.42
Total interest-earning assets		4.79			438,649		10,132		4.62			402,167		10,604		5.27
Non-interest-earning assets					28,492							26,105
Total assets				$	467,141						$	428,272
Interest-bearing liabilities:
Deposits		1.44		$	370,700		3,001		1.62		$	318,244		3,798		2.39
FHLB advances and other borrowings		2.69			25,369		786		6.20			40,111		1,185		5.91
Total interest-bearing liabilities		1.48			396,069		3,787		1.91			358,355		4,983		2.78
Non-interest-bearing liabilities					22,220							20,945
Total liabilities					418,289							379,300
Stockholders’ equity					48,852							48,972
Total liabilities and stockholders’ equity				$	467,141						$	428,272
Net interest-earning assets				$	42,580						$	43,812
Net interest income/interest rate spread						$	6,345		2.71	%			$	5,621		2.49	%
Net interest margin(3)									2.89	%						2.80	%
Ratio of interest-earning assets to interest-bearing liabilities									110.75	%						112.23	%

(1)	Nonaccrual loans and loan fees have been included.
(2)	Indicated yields are not reflected on a tax equivalent basis.
(3)	Net interest income divided by average interest-earning assets.

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Rate/Volume Analysis.  The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume), and (iii) total change in rate and volume. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.

	Six Months Ended June 30,
	2010 vs. 2009
	Increase
	(Decrease) Due To
							Total
							Increase
	Rate			Volume			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	(537	)	$	482		$	(55	)
Mortgage-backed securities		93			(317	)		(224	)
Investment securities		(330	)		55			(275	)
Other interest-earning assets		(99	)		181			82
Total interest-earning assets		(873	)		401			(472	)
Interest-bearing liabilities:
Deposits		(2,870	)		2,073			(797	)
FHLB advances and other borrowings		527			(926	)		(399	)
Total interest-bearing liabilities		(2,343	)		1,147			(1,196	)
Increase (decrease) in net interest income	$	1,470		$	(746	)	$	724

Net Interest Income.  Net interest income is determined by our interest rate spread (i.e., the difference between the yields earned on our interest-earning assets and the rates paid on our interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities Net interest income increased $724,000 or 12.9% during the six months ended June 30, 2010 compared to the same period in 2009. The increase in net interest income in the 2010 period was due to a $1.2 million or 24.0% decrease in interest expense on interest bearing liabilities, primarily the result of a $797,000 or 21.0% decrease in the interest expense on interest bearing deposits as well as a $399,000 or 33.7% decrease on interest expense on FHLB advances and other borrowed money. This decrease more than offset a $472,000 or 4.5% decrease in interest income during the six months ended June 30, 2010 compared to the same period in 2009.

Interest Income.  Interest income decreased $472,000 or 4.5% to $10.1 million for the six months ended June 30, 2010, compared to the same period in 2009. The decrease was due to a $275,000 or 20.6% decrease in interest income on investment securities, a $224,000 or 33.2% decrease in interest income on mortgage backed securities, and a $55,000 or 0.6% decrease in interest income on loans. These decreases were partially offset by an $82,000 or 120.6% increase in interest income earned on balances due from depository institutions. The decrease in interest income on investment securities was due to a $3.4 million or 6.1% decrease in the average balance of investment securities and a 73 basis point or 15.6% decrease in the average yield earned. The decrease in interest income on mortgage backed securities was due to an $8.3 million or 27.6% decrease in the average balance of mortgage backed securities and a 34 basis point or 7.6% decrease in the average yield earned. The decrease in interest income on loans was due to a 15 basis point or 2.5% decrease in the average yield earned on loans, which was partially offset by a $5.7 million or 2.0% increase in the average balance of loans. The increase in interest income on balances due from depository institutions was due to a $42.5 million or 130.9% increase in the average balance of balances due from depository institutions, which was partially offset by a two basis point or 4.8% decrease in the average yield earned.

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Interest Expense.  Interest expense decreased $1.2 million or 24.0% to $3.8 million for the six months ended June 30, 2010, compared to the same period in 2009. This decrease in interest expense was primarily the result of a $797,000 or 21.0% decrease in interest expense on interest bearing deposits and a $399,000 or 33.7% decrease on interest expense on FHLB advances and other borrowed money. The decrease in interest expense on interest bearing deposits was the result of a 77 basis point or 32.2% decrease on rates paid on interest bearing deposits, which was partially offset by a $52.5 million or 16.5% increase in the average balance of interest bearing deposits. The decrease in interest expense on FHLB advances and other borrowed money was the result of a $14.7 million or 36.8% decrease in the average balance of FHLB advances and other borrowed money, partially offset by a 29 basis point or 4.9% increase in the average rate paid on FHLB advances and other borrowed money.

Provision for Loan Losses.  We establish provisions for loan losses, which are charged to operations, to maintain the allowance for loan losses at a level which will cover known and inherent losses in the loan portfolio, based upon an assessment of prior loss experience, the volume and type of lending conducted, industry standards, past due loans, economic conditions in our market area and other factors related to the collectibility of the loan portfolio. The provision for loan losses amounted to $1.2 million for the six months ended June 30, 2010.

The higher provisions in 2010 primarily resulted from the completion of our quarterly valuation analysis with respect to a $3.7 million real estate construction loan on 16 remaining substantially completed residential units located in center city Philadelphia that has been on non-accrual status since March 2009 as well as a $6.1 million land and development loan for a mixed use commercial real estate project located in Brandenton, Florida that was placed on non-accrual status on March 31, 2010. Also contributing to this increase were charge-offs of $523,000 related to two residential real estate loans and two commercial loan relationships. Such provisions were necessary in light of, among other factors, the level of nonperforming loans and the current economic environment.

Other Income.  Other income was $559,000 for the six months ended June 30, 2010 compared to $590,000 for the same period in 2009. The decrease was primarily the result of Alliance Bancorp realizing a $20,000 loss on the sale of OREO which was recorded as a reduction of other income in the first quarter of 2010. The decrease in other income also included a $12,000 or 6.7% decrease in management fees and a $7,000 or 3.8% decrease in the cash surrender value of bank owned life insurance, which was partially offset by a $4,000 or 4.8% increase in other fee income. For the six months ended June 30, 2010, Alliance Bancorp collected $168,000 in management fees from Alliance Mutual Holding Company compared to $180,000 for the six months ended June 30, 2009.

Other Expenses.  Other expenses increased $179,000 or 3.3% to $5.7 million for the six months ended June 30, 2010 compared to the same period in 2009. The increase was primarily due to a $135,000 provision for loss on OREO. The increase in the provision for loss on OREO was primarily due to the need for additional write-downs that resulted from our quarterly valuation analysis for OREO. Also contributing to the increase in other expenses was a $123,000 or 4.2% increase in salaries and employee benefits, a $10,000 or 3.6% increase in professional fees, and a $12,000 or 9.4% increase in directors fees. These increases in other expenses were partially offset by a $122,000 or 27.1% decrease in FDIC insurance premiums that primarily resulted from a special assessment of $195,000 recorded on June 30, 2009.

In May 2010, Alliance Bank commenced legal action to defend its trademark known as Customer First. For the quarter ended June 30, 2010, we recorded $52,000 in related legal expenses and estimate additional legal expenses ranging from $200,000 to $250,000 to be recorded in the third quarter of 2010 with respect to this action. See “Business — Legal Proceedings.”

Income Tax Benefit.  Income tax benefit amounted to $(205,000) and $(59,000) for the six months ended June 30, 2010 and 2009, respectively, resulting in effective tax rates of (341.7)% and (10.4)%, respectively. The increase in income tax benefit was primarily due to a lower amount of income before income tax benefit for the six months ended June 30, 2010 compared to income before income tax benefit for the six months ended June 30, 2009.

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Comparison of Results of Operations for the Years Ended December 31, 2009 and 2008

General.  We recorded net income of $1.4 million, or $0.20 per basic and diluted share, for the year ended December 31, 2009 compared to net income of $605,000, or $0.09 per basic and diluted share, in 2008.

Net interest income increased $741,000 for the year ended December 31, 2009 compared to 2008, primarily due to a $2.2 million decrease in interest expense as a result of decreasing interest rates paid on deposits during 2009 and 2008. The lower interest rates paid on deposits reflect the generally lower market rates of interest following the actions of the Federal Reserve Board to reduce the key short-term rate seven times from 4.25% at December 31, 2007 to a range of 0% to 0.25% at December 31, 2008 and throughout 2009. Other income increased $923,000 or 383.0% for the year ended December 31, 2009, compared to 2008. This increase was primarily attributable to the prior year $882,000 impairment charge on certain mutual funds and a $157,000 loss on the sale of certain mutual funds recorded during 2008, which was partially offset by a reduction in service charges in 2009 compared to 2008. Other expenses increased by $597,000 or 5.8% for the year ended December 31, 2009 compared to 2008. The increase in other expense in 2009 compared to 2008 was primarily due to increases in salaries and employee benefits expense, an increase in FDIC deposit insurance premiums, and an increase in provision for loss on OREO. The increase in salaries and employee benefits was primarily attributed to a higher level of staff members and annual increases in employees’ salaries. The increase in FDIC deposit insurance premiums included a $195,000 charge for the FDIC special assessment recorded in the second quarter of 2009. The increase in the provision for loss on OREO was the result of our analysis of the underlying real estate which warranted an additional reserve. The provision for loan losses decreased $57,000 in 2009 compared to 2008 primarily due to a lower amount of charge-offs in 2009 as compared to 2008. For 2009, we recorded a $41,000 income tax benefit compared to a $411,000 tax benefit for 2008. The income tax benefit decreased due to a higher amount of pretax income for the year ended December 31, 2009 compared to 2008.

Average Balances, Net Interest Income and Yields Earned and Rates Paid.  The following average balance sheet table sets forth for the periods indicated, information on Alliance Bancorp regarding: (i) the average balance of interest-bearing assets and liabilities; (ii) the total dollar amounts of interest income on interest-earning assets and the resulting average yields; (iii) the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs; (iv) net interest income; (v) interest rate spread; (vi) net average interest-earning assets; (vii) the net yield earned on interest-earning assets; and (viii) the ratio

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of average total interest-earning assets to total interest-bearing liabilities. Information is based on average daily balances during the periods presented.

	Year Ended December 31,
	2009							2008							2007
	Average				Yield/			Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable(1)(2)(4)	$	283,736	$	17,024		6.00	%	$	271,859	$	17,485		6.43	%	$	247,157	$	16,966		6.86	%
Mortgage-backed securities		28,897		1,230		4.26			32,531		1,494		4.59			39,660		1,816		4.58
Investment securities(4)		58,383		2,638		4.52			59,568		2,851		4.79			64,983		3,333		5.13
Other interest-earning assets		44,065		199		0.45			36,021		712		1.98			46,200		2,225		4.82
Total interest-earning assets		415,081		21,091		5.08			399,979		22,542		5.64			398,000		24,340		6.12
Non-interest-earning assets		25,774							23,028							22,741
Total assets	$	440,855						$	423,007						$	420,741
Interest-bearing liabilities:
Deposits	$	332,795	$	7,257		2.18		$	310,023		9,267		2.99		$	307,096		11,618		3.79
FHLB advances and other borrowings		37,880		2,252		5.95			42,249		2,434		5.76			40,372		2,381		5.90
Total interest-bearing liabilities		370,675		9,509		2.57			352,272		11,701		3.32			347,468		13,999		4.03
Non-interest-bearing liabilities		21,331							20,883							24,800
Total liabilities		392,006							373,155							372,268
Stockholders’ equity		48,849							49,852							48,473
Total liabilities and stockholders’ equity	$	440,855						$	423,007						$	420,741
Net interest-earning assets	$	44,406						$	47,707						$	50,532
Net interest income/interest rate spread			$	11,582		2.51	%			$	10,841		2.32	%			$	10,341		2.09	%
Net interest margin(3)						2.79	%						2.71	%						2.60	%
Ratio of interest-earning assets to interest-bearing liabilities						111.98	%						113.54	%						114.54	%

(1)	Includes loans held for sale.
(2)	Nonaccrual loans and loan fees have been included.
(3)	Net interest income divided by average interest-earning assets.
(4)	Indicated yields are not reflected on a tax equivalent basis.

Rate/Volume Analysis.  The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume), and (iii) total change in rate

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and volume. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.

	Year Ended December 31,
	2009 vs. 2008									2008 vs. 2007
	Increase									Increase
	(Decrease) Due To									(Decrease) Due To
							Total									Total
							Increase									Increase
	Rate			Volume			(Decrease)			Rate			Volume			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	(1,079	)	$	618		$	(461	)	$	(1,368	)	$	1,887		$	519
Mortgage-backed securities		(102	)		(161	)		(263	)		4			(327	)		(323	)
Investment securities		(160	)		(54	)		(214	)		(211	)		(270	)		(481	)
Other interest-earning assets		(498	)		(15	)		(513	)		(1,233	)		(280	)		(1,513	)
Total interest-earning assets		(1,839	)		387			(1,451	)		(2,808	)		1,010			(1,798	)
Interest-bearing liabilities:
Deposits		(2,444	)		434			(2,010	)		(2,437	)		86			(2,351	)
FHLB advances and other borrowings		67			(249	)		(182	)		(48	)		101			53
Total interest-bearing liabilities		(2,377	)		185			(2,192	)		(2,485	)		188			(2,298	)
Increase (decrease) in net interest income	$	538		$	202		$	741		$	(324	)	$	822		$	500

Net Interest Income.  Interest expense decreased $2.2 million or 18.7% in 2009 compared to 2008 which more than offset a decrease of $1.5 million or 6.4% in interest income. Net interest income increased $741,000 or 6.8% to $11.6 million for the year ended December 31, 2009 compared to 2008. This increase was primarily due to a decrease in rates paid on interest bearing deposits, which was partially offset by reductions in interest income on loans, investment securities on balances from depository institutions. In December 2008, the FHLB of Pittsburgh notified member banks that it was suspending dividend payments and the repurchase of capital stock. At December 31, 2009, our investment in FHLB stock amounted to $2.4 million. We received $53,000 in dividends on our FHLB stock during the year ended December 31, 2008.

Interest Income.  Interest income decreased $1.5 million or 6.4% to $21.1 million for the year ended December 31, 2009, compared to the same period in 2008. The decrease was primarily due to a $513,000 or 72.1% decrease in interest income on balances due from depository institutions, a $213,000 or 7.5% decrease in interest income on investment securities, a $264,000 or 17.7% decrease in interest income earned on mortgage backed securities, and a $461,000 or 2.6% decrease in interest income earned on loans. The decrease in interest due from depository institutions was due to a 153 basis point or 77.3% decrease in the average yield earned on balances due from depository institutions, which was partially offset by an $8.0 million or 22.3% increase in the average balance of balances due from depository institutions. The decrease in interest income on investment securities was due to a $1.2 million or 2.0% decrease in average balance of investment securities and a 27 basis point or 5.6% decrease in the average yield earned on investment securities. The decrease in interest income on mortgage backed securities was primarily due to a $3.6 million or 11.2% decrease in the average balance of mortgage backed securities and a 33 basis point or 7.2% decrease in the average yield earned on mortgage backed securities. The decrease in interest income on loans was primarily due to a 43 basis point or 6.7% decrease in the average yield earned on loans, partially offset by a $11.9 million or 4.4% increase in the average balance of loans outstanding.

Interest Expense.  Interest expense decreased $2.2 million or 18.7% to $9.5 million for the year ended December 31, 2009, compared to the same period in 2008. This decrease was primarily due to a decrease of $2.0 million or 21.9% in interest expense on deposits and a decrease of $182,000 or 7.5% in interest expense on FHLB advances and other borrowings. The decrease in interest expense on deposits was primarily due to a 81 basis point or 27.0% decrease in the average rate paid, which was partially offset by a $22.8 million or 7.4% increase in the average balance outstanding. The decrease in interest expense on FHLB advances and other

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borrowings was due to a $4.4 million or 10.3% decrease in the average balance outstanding, which was partially offset by an 19 basis point or 3.3% increase in the average rates paid on FHLB advances and other borrowings.

Provision for Loan Losses.  The provision for loan losses amounted to $528,000 and $585,000 for the years ended December 31, 2009 and 2008, respectively.

Other Income.  Total other income increased $923,000 or 383.0% to $1.2 million for the year ended December 31, 2009, compared to 2008. This increase is primarily attributable to the prior year $882,000 impairment charge on certain mutual funds and a $157,000 loss on the sale of certain mutual funds recorded during 2008. Alliance Bank has collected a management fee from Alliance Mutual Holding Company which reimburses Alliance Bank for certain salary and overhead costs Alliance Bank incurs on behalf of the mutual holding company. The management fees for 2009 and 2008 were $360,000 and $384,000, respectively.

Other Expenses.  Our other expenses amounted to $10.9 million and $10.3 million for the years ended December 31, 2009 and 2008, respectively. This increase is primarily due to increases in salaries and employee benefits expense of $213,000, an increase in FDIC deposit insurance premiums of $563,000, and an increase in provision for loss on OREO of $107,000 when comparing 2009 to 2008. The increase in salaries and employee benefits was primarily attributed to a higher level of staff members and modest annual increases in employees’ salaries. The increase in FDIC deposit insurance premiums included a $195,000 charge for the FDIC special assessment we recorded in the second quarter of 2009. The increase in the provision for loss on OREO is the result of our analysis of the value of the subject real estate. As of December 31, 2009, we had $3.0 million in OREO compared to no OREO at December 31, 2008.

Income Tax Benefit.  Income tax benefit amounted to $41,000 and $411,000 for the years ended December 31, 2009 and 2008, respectively, resulting in effective tax rates of (3.1)% and (211.6)%, respectively. The decrease in income tax benefit for the year ended December 31, 2009 was primarily due to higher pre-tax income in 2009 compared to 2008. The tax benefit primarily resulted from tax exempt income from bank owned life insurance and certain tax-exempt securities purchased by Alliance Bancorp.

Liquidity and Capital Resources

Alliance Bancorp’s liquidity, represented by cash and cash equivalents, is a product of cash flows from operations. Our primary sources of funds are deposits, borrowings, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, sales of loans, maturities and calls of investment securities and other short-term investments and income from operations. Changes in the cash flows of these instruments are greatly influenced by economic conditions and competition. The 2007 reorganization to the two tier holding company structure and related stock offering resulted in $16.5 million in net proceeds, which further strengthened our liquidity and capital position. We attempt to balance supply and demand by managing the pricing of its loan and deposit products while maintaining a level of growth consistent with the conservative operating philosophy of the management and board of directors. Any excess funds are invested in overnight and other short-term interest-earning accounts. Alliance Bancorp generates cash flow through the retail deposit market, its traditional funding source, for use in investing activities. In addition, we may utilize borrowings such as FHLB advances for liquidity or profit enhancement. At June 30, 2010, we had $5.0 million of outstanding advances and $135.0 million of additional borrowing capacity from the FHLB of Pittsburgh. We are reviewing our continued utilization of advances from the FHLB as a source of funding based upon decisions by the FHLB to suspend the dividend on, and restrict the repurchase of, FHLB stock. The $5.0 million in FHLB advances is due in the third quarter of 2010. Management intends to repay the remaining $5.0 million with cash on hand. FHLB stock is required to be held when advances from the FHLB are taken. Further, we have access to the Federal Reserve Bank discount window. At June 30, 2010, we had no such funds outstanding from the Federal Reserve Bank.

The primary use of funds is to meet ongoing loan and investment commitments, to pay maturing savings certificates and savings withdrawals and expenses related to general operations of Alliance Bancorp. At June 30, 2010, the total approved loan commitments outstanding amounted to $9.1 million. At the same date, commitments under unused lines of credit amounted to $29.4 million. Certificates of deposit scheduled to mature in one year or less at June 30, 2010, totaled $198.6 million. Management believes that a significant

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portion of maturing deposits will remain with Alliance Bancorp. Investment and mortgage-backed securities totaled $41.6 million at June 30, 2010, of which $12.1 million are scheduled to mature or reprice in one year or less. We anticipate that we will continue to have sufficient cash flows to meet our current and future commitments.

Regulatory Capital Requirements

The following table summarizes Alliance Bank’s total stockholders’ equity, FDIC regulatory capital, total FDIC risk-based assets, leverage and risk-based regulatory ratios at the date indicated.

	June 30, 2010
	(Dollars in thousands)
Total stockholders’ equity or GAAP capital	$	46,795
FDIC adjustment for securities available-for-sale		(781	)
FDIC adjustment for retirement plans		1,102
FDIC tier 1 capital		47,116
Plus: FDIC tier 2 capital(1)		3,673
Total FDIC risk-based capital	$	50,789
FDIC quarterly average total assets for leverage ratio	$	468,873
FDIC net risk-weighted assets		293,199
FDIC leverage capital ratio		10.05	%
Minimum requirement(2)		4.00% to 5.00	%
FDIC risk-based capital — tier 1		16.06	%
Minimum requirement		4.00	%
FDIC total risk based capital (tier 1 & 2)		17.32	%
Minimum requirement		8.00	%

(1)	Tier 2 capital consists entirely of the allowable portion of the allowance for loan losses, which is limited to 1.25% of total risk-weighted assets as detailed under regulations of the FDIC.
(2)	The FDIC has indicated that most highly rated institutions which meet certain criteria will be required to maintain a ratio of 3%, and all other institutions will be required to maintain an additional cushion of 100 to 200 basis points. As of June 30, 2010, Alliance Bank had not been advised of any additional requirements in this regard.

Payments Due Under Contractual Obligations

The following table presents information relating to Alliance Bancorp’s payments due under contractual obligations as of June 30, 2010.

	Payments Due by Period
	Less Than One		One to Three		Three to Five		More Than
	Year		Years		Years		Five Years		Total
	(Dollars in thousands)
FHLB Advances	$	5,000	$	—	$	—	$	—	$	5,000
Other Borrowings		8,112		—		—		—		8,112
Certificates of deposit		198,570		53,130		2,378		1,022		255,100
Operating lease obligations		390		518		481		841		2,230
Total contractual obligations	$	212,072	$	53,648	$	2,859	$	1,863	$	270,442

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Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with accounting principles generally accepted in the United States of America, 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, lines of credit and letters of credit.

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer defaults and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Financial instruments whose contract amounts represent credit risk at the dates indicated are as follows:

	At June 30,		At December 31,
	2010		2009		2008
	(Dollars in thousands)
Commitments to extend credit:(1)
Future loan commitments	$	9,106	$	7,838	$	6,419
Undisbursed construction loans		10,878		10,745		15,333
Undisbursed home equity lines of credit		5,851		6,380		6,430
Undisbursed commercial lines of credit		11,580		11,759		8,272
Overdraft protection lines		244		245		252
Standby letters of credit		849		1,420		1,300
Total Commitments	$	38,508	$	38,387	$	38,006

(1) Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments may require payment of a fee and generally have fixed expiration dates or other termination clauses.

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

Recent Accounting Pronouncements

The FASB has issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require: a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures: for purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. Alliance Bancorp is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.

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In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40. ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The implementation of this standard did not have an impact on Alliance Bancorp’s consolidated financial position or results of operations.

In July 2010, the FASB issued ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, will help investors assess the credit risk of a company’s receivables portfolio and the adequacy of its allowance for credit losses held against the portfolios by expanding credit risk disclosures. This ASU requires more information about the credit quality of financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure. The amendments in this Update apply to all public and nonpublic entities with financing receivables. Financing receivables include loans and trade accounts receivable. However, short-term trade accounts receivable, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure amendments. Alliance Bancorp is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.

For public companies, the amendments that require disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010.

Impact of Inflation and Changing Prices

The consolidated financial statements and related financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than does the effect of inflation.

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BUSINESS

Business of Alliance Bancorp — New

Alliance Bancorp — New is a Pennsylvania corporation which was organized in August 2010. Upon completion of the conversion and offering, Alliance Bancorp — New will become the holding company of Alliance Bank and will succeed to all of the business and operations of Alliance Bancorp, and each of Alliance Bancorp and Alliance Mutual Holding Company will cease to exist.

Initially following the completion of the conversion and offering, Alliance Bancorp — New will have no significant assets other than owning 100% of the outstanding common stock of Alliance Bank, the net proceeds it retains from the offering, part of which will be used to make a loan to the Alliance Bank employee stock ownership plan, and will have no significant liabilities. See “How our Net Proceeds Will Be Used.” Alliance Bancorp — New intends to use the support staff and offices of Alliance Bank. If Alliance Bancorp — New expands or changes its business in the future, it may hire its own employees. In the future, we may pursue other business activities, including mergers and acquisitions, investment alternatives and diversification of operations. There are, however, no current understandings or agreements with respect to these activities.

Alliance Bancorp — General

Alliance Bancorp is a federally chartered savings and loan holding company which owns 100% of the capital stock of Alliance Bank, which is a Pennsylvania chartered community oriented savings bank headquartered in Broomall, Pennsylvania. On January 30, 2007, Alliance Bank completed a reorganization to a mid-tier holding company structure. In the 2007 reorganization and offering, Alliance Bancorp sold 1,807,339 shares of common stock at a purchase price of $10.00 per share and issued 5,417,661 shares of common stock in exchange for former outstanding shares of Alliance Bank. Each share of Alliance Bank’s common stock was converted into 2.09945 shares of common stock of Alliance Bancorp. The offering resulted in approximately $16.5 million in net proceeds to Alliance Bancorp. The significant asset of Alliance Bancorp is the capital stock of Alliance Bank.

Alliance Bank operates a total of nine banking offices located in Delaware and Chester Counties, which are suburbs of Philadelphia. Our primary business consists of attracting deposits from the general public and using those funds, together with funds we borrow, to originate loans to our customers and invest in securities such as U.S. Government and agency securities, mortgage-backed securities and municipal obligations. At June 30, 2010, we had $448.4 million of total assets, $381.2 million of total deposits and stockholders’ equity of $48.6 million.

Alliance Bancorp is subject to supervision and regulation by the OTS. Alliance Bank is subject to regulation by the Pennsylvania Department of Banking, as its chartering authority, and by the FDIC, which insures Alliance Bank’s deposits up to applicable limits.

Market Area and Competition

We are headquartered in Broomall, Pennsylvania and conduct our business through eight offices located in Delaware County, Pennsylvania, and one office in Chester County, Pennsylvania. The primary market areas we serve are Bucks, Chester, Delaware, Montgomery and Philadelphia Counties in Pennsylvania. To a lesser extent, we also service the southern New Jersey market area. Our primary market area’s economy is diverse and contains a highly-educated and skilled labor force. The most prominent sectors include manufacturing, financial services, pharmaceutical, health care, aviation, information technology and higher education. According to the Delaware County Chamber of Commerce, there are more than 65 degree-granting institutions in the Delaware Valley region, representing a higher density of colleges and universities than any other area in the United States. In addition, our primary market area’s central location in the Northeast corridor, with its infrastructure, and other factors have made it attractive to many large corporate employers, including Comcast, Boeing, State Farm Insurance, United Parcel Service, PECO Energy, SAP America, Inc. and Wawa. Crozer/Keystone Health System, Main Line Health, Jefferson Health System, Mercy Health Corp., Johnson & Johnson and Astra-Zeneca are among the larger health care employers within our market area

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Our primary market area has many large and small to mid-sized businesses that support the local economy. Our primary market area had a total population of 3.9 million and total households of 1.5 million according to SNL Financial. Since 2000, our primary market area has experienced population growth at rates that ranged from 4.8% to 16.5%, which exceeded the Commonwealth of Pennsylvania’s average of 2.39%, with the exception of Delaware County, which grew at 1.3%, and Philadelphia County which experienced a population decline of 5.0% according to SNL Financial.

In view of the current economic downturn, our primary market area has remained a relatively stable banking environment. As of July 2010, the unemployment rates in Bucks, Chester, Delaware, Montgomery and Philadelphia Counties were 8.3%, 7.6%, 9.2%, 8.0% and 12.1% compared to the Pennsylvania unemployment rate of 9.3%, according to the U.S. Department of Labor. The unemployment rates in all of the counties in our primary market area, with the exception of Bucks County which improved 9.8% from the prior year, have exhibited a 20% or greater improvement according to data from the U.S. Department of Labor. As of June 30, 2010, median household income levels ranged from $41,221 to $87,078 in our primary market area according to SNL Financial. With the exception of Philadelphia County, the other counties in which we conduct business significantly exceeded the United States and Commonwealth of Pennsylvania median household income level averages of $54,442 and $52,723, respectively, according to data provided by SNL Financial.

We face strong competition, both in attracting deposits and making real estate and commercial loans. Our most direct competition for deposits has historically come from other savings banks, credit unions and commercial banks located in our market area. This includes many large regional financial institutions and internet banks which have even greater financial and marketing resources available to them. Our ability to attract and retain core deposits depends on our ability to provide a competitive rate of return, liquidity, and service convenience comparable to those offered by competing investment opportunities. Management remains focused on attracting core deposits through our branch network, business development efforts and commercial business relationships.

Lending Activities

General.  At June 30, 2010, Alliance Bancorp’s total portfolio of loans receivable amounted to $287.5 million, or 64.1%, of the $448.4 million of total assets at such time. Alliance Bancorp has traditionally concentrated its lending activities on first mortgage loans secured by residential property. Such loans amounted to $110.4 million or 38.4% of the total loan portfolio at June 30, 2010. Alliance Bancorp also places an emphasis on loans secured by commercial real estate properties. Consistent with such approach, commercial real estate loans amounted to $136.9 million or 47.6% of the total loan portfolio at June 30, 2010. Alliance Bancorp intends to continue its emphasis on single-family residential mortgage loans and commercial real estate loans. To a significantly lesser extent, Alliance Bancorp also originates multi-family loans, land and construction loans, consumer loans and commercial business loans. At June 30, 2010, such loan categories amounted to $1.2 million, $24.1 million, $7.4 million and $7.5 million, respectively, or 0.4%, 8.4%, 2.6% and 2.6% of the total loan portfolio, respectively.

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Loan Portfolio Composition.  The following table sets forth the composition of Alliance Bancorp’s loan portfolio by type of loan at the dates indicated.

	June 30,					December 31,
	2010					2009					2008					2007						2006					2005
	Amount		%			Amount		%			Amount		%			Amount			%			Amount		%			Amount		%
	(Dollars in thousands)
Real estate loans:
Single-family(1)(2)	$	110,388		38.40	%	$	114,953		39.82	%	$	116,683		41.43	%	$	111,499			42.92	%	$	108,551		45.48	%	$	104,020		45.79	%
Multi-family		1,208		0.42			1,231		0.43			1,282		0.46			1,673			0.64			2,088		0.87			2,221		0.98
Commercial		136,933		47.63			131,874		45.68			123,465		43.84			122,703			47.24			108,339		45.39			105,687		46.53
Land and construction:(3)
Residential		12,456		4.33			12,284		4.25			16,372		5.81			6,034			2.32			6,700		2.81			3,520		1.55
Commercial		11,628		4.05			12,297		4.26			8,889		3.16			8,557			3.29			5,074		2.13			3,876		1.70
Total real estate loans		272,613		94.83			272,639		94.44			266,691		94.70			250,466			96.41			230,752		96.68			219,324		96.55
Consumer:
Student		6,902		2.40			7,077		2.45			5,455		1.94			1,782			0.69			1,779		0.74			2,440		1.07
Savings account		430		0.15			482		0.17			430		0.15			477			0.18			561		0.24			566		0.25
Other		60		0.02			55		0.01			51		0.02			109			0.04			103		0.04			88		0.04
Total consumer loans		7,392		2.57			7,614		2.63			5,936		2.11			2,368			0.91			2,443		1.02			3,094		1.36
Commercial business loans		7,462		2.60			8,458		2.93			8,985		3.19			6,924			2.68			5,485		2.30			4,745		2.09
Total loans receivable		287,467		100.00	%		288,711		100.00	%		281,612		100.00	%		259,758			100.00	%		238,680		100.00	%		227,163		100.00	%
Less:
Deferred costs (fees)		262					165					6					(5	)					75					199
Allowance for loan losses		4,185					3,538					3,169					2,831						2,719					2,670
Loans receivable, net	$	283,020				$	285,008				$	278,436				$	256,932					$	235,886				$	224,294

(1)	At December 31, 2006, includes $125,000 of loans held for sale. No loans were held for sale at any of the other dates indicated.
(2)	At June 30, 2010, includes $20.0 million of home equity loans. At December 31, 2009, 2008, 2007, 2006, and 2005, includes $21.4 million, $25.6 million, $29.5 million, $28.9 million, and $22.8 million, respectively, of home equity loans and lines
(3)	At June 30, 2010, excludes $10.9 million of undisbursed funds on land and construction loans. At December 31, 2009, 2008, 2007, 2006, and 2005, excludes $10.7 million, $15.3 million, $10.8 million, $9.7 million, and $2.9 million, respectively, of undisbursed funds on land and construction loans.

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Contractual Maturities.  The following table sets forth the scheduled contractual maturities of Alliance Bancorp’s loans receivable at the dates indicated. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdraft loans are reported as due in one year or less. Adjustable-rate loans are reported on a contractual basis rather than on a repricing basis. The amounts shown for each period do not take into account loan prepayments and normal amortization of the loan portfolio.

	At June 30, 2010
	Real Estate Loans								Consumer		Commercial
							Land and		and Other		Business
	Single-Family		Multi-Family		Commercial		Construction		Loans		Loans		Total
	(In thousands)
Amounts due in:
One year or less	$	973	$	137	$	12,882	$	24,084	$	548	$	2,582	$	41,206
After one year through three years		2,702		848		18,216		—		45		2,315		24,126
After three years through five years		5,445		133		14,894		—		393		2,474		23,339
After five years through fifteen years		43,452		90		65,848		—		6,369		91		115,850
Over fifteen years		57,816		—		25,093		—		37		—		82,946
Total(1)	$	110,388	$	1,208	$	136,933	$	24,084	$	7,392	$	7,462	$	287,467
Interest rate terms on amounts due after one year:
Fixed	$	52,112	$	1,071	$	52,554	$	—	$	—	$	4,880	$	110,617
Adjustable	$	57,303	$	—	$	71,497	$	—	$	6,844	$	—	$	135,644

(1) Does not include the effects relating to the allowance for loan losses and unearned income.

	At December 31, 2009
	Real Estate Loans								Consumer		Commercial
							Land and		and Other		Business
	Single-Family		Multi-Family		Commercial		Construction		Loans		Loans		Total
	(In thousands)
Amounts due in:
One year or less	$	270	$	143	$	12,558	$	24,581	$	70	$	3,316	$	40,938
After one year through three years		2,494		859		10,818		—		105		2,032		16,308
After three years through five years		7,221		137		20,387		—		369		2,488		30,602
After five years through fifteen years		37,367		92		57,967		—		7,015		622		103,063
Over fifteen years		67,601		—		30,144		—		55		—		97,800
Total(1)	$	114,953	$	1,231	$	131,874	$	24,581	$	7,614	$	8,458	$	288,711
Interest rate terms on amounts due after one year:
Fixed	$	45,497	$	1,088	$	49,388		—		—	$	5,142	$	101,115
Adjustable	$	69,186		—	$	69,928		—	$	7,544		—	$	146,658

(1) Does not include the effects relating to the allowance for loan losses and unearned income.

Scheduled contractual amortization of loans does not reflect the expected term of the loan portfolio. The average life of loans is substantially less than their contractual terms because of prepayments and due-on-sale clauses, which gives Alliance Bancorp the right to declare a conventional loan immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and the loan is not repaid. The average life of mortgage loans tends to increase when current mortgage loan rates are higher than rates on existing mortgage loans and, conversely, decrease when rates on existing mortgage loans

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are lower than current mortgage loan rates (due to refinancings of adjustable-rate and fixed-rate loans at lower rates). Under the latter circumstance, the weighted average yield on the loan portfolio decreases as higher-yielding loans are repaid or refinanced at lower rates.

The following table shows origination, purchase and sale activity of Alliance Bancorp with respect to its loans during the periods indicated.

	Six Months Ended
	June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(In thousands)
Real estate loan originations:
Single-family(1)	$	6,009		$	4,625		$	12,215		$	24,541		$	28,601
Multi-family		—			—			—			120			980
Commercial		10,011			16,400			37,910			26,873			32,913
Land and construction:
Residential		2,000			1,301			3,114			4,525			6,770
Commercial		2,043			1,525			3,628			6,536			2,828
Total real estate loan originations		20,063			23,851			56,867			62,595			72,092
Consumer originations:
Student		—			2,135			2,147			4,202			582
Savings account		89			339			557			310			330
Other		—			180			—			4			7
Total consumer loan originations		89			2,654			2,704			4,516			919
Commercial business originations		450			—			1,966			1,475			3,909
Total loan originations		20,602			26,505			61,537			68,586			76,920
Purchase of real estate loans:
Single-family		—			—			—			—			—
Multi-family		—			—			—			—			—
Residential construction		—			—			1,000			—			—
Commercial		44			43			3,090			175			113
Commercial construction		—			—			—			6,300			—
Total real estate loan purchases		44			43			4,090			6,475			113
Total loan originations and purchases(2)		20,646			26,548			65,627			75,061			77,033
Less:
Principal loan repayments		(20,750	)		(23,247	)		(54,264	)		(51,643	)		(51,002	)
Transfers to OREO		(669	)		(2,100	)		(3,764	)		—			—
Loans and participations sold		—			—			(500	)		(1,335	)		(4,762	)
Other, net(3)		(1,215	)		1,304			(527	)		(578	)		(223	)
Net increase (decrease)	$	(1,988	)	$	2,505		$	6,572		$	21,505		$	21,046

(1)	Includes $1.9 million and $2.0 million of home equity loans and lines of credit originated during the six month periods ended June 30, 2010 and 2009, respectively, and $4.9 million, $5.1 million and $9.9 million of home equity loans and lines of credit originated during the years ended December 31, 2009, 2008 and 2007, respectively.
(2)	Includes originations of loans held for sale and subsequently sold in the secondary market.
(3)	Includes gains on the sale of loans, amortization of deferred loan fees and provisions for loan losses.

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Origination, Purchase and Sale of Loans.  Our lending activities are subject to the written, non-discriminatory, underwriting standards and loan origination procedures established by the board of directors and management. Loan originations are obtained by a variety of sources, including referrals from real estate brokers, builders, existing customers, advertising, walk-in customers and, to a significant extent, mortgage brokers who obtain credit reports, appraisals and other documentation involved with a loan. Property valuations are always performed by independent outside appraisers. Title and hazard insurance are generally required on all security property other than property securing a home equity loan, in which case we obtain a title opinion. The majority of our loans are secured by property located in our primary lending area.

Real estate loans up to $500,000 must be approved by the loan officer and the Chief Lending Officer. Commercial real estate loans between $500,001 and $1,000,000 must be approved by the Chief Executive Officer and one member of the Senior Loan Committee. Commercial real estate loans between $1,000,001 and $2,000,000 must be approved by the Senior Loan Committee. Commercial real estate loans over $2,000,001 must be approved by the board of directors.

Any commercial loan which is not secured by real estate up to $250,000 must be approved by the loan officer and the Chief Lending Officer. Secured commercial loans between $250,001 and $500,000 must be approved by the Chief Executive Officer and one member of the Senior Loan Committee. Secured commercial loans between $500,001 and $2,000,000 must be approved by the Senior Loan Committee. Secured commercial loans over $2,000,001 must be approved by the board of directors.

Unsecured commercial loans up to $100,000 must be approved by the loan officer and the Chief Lending Officer. Unsecured commercial loans between $100,001 and $500,001 must be approved by the Chief Executive Officer and one member of the Senior Loan Committee. Unsecured commercial loans between $500,001 and $750,000 must be approved by the Senior Loan Committee. Unsecured commercial loans over $750,001 must be approved by the board of directors.

Residential real estate loans up to $250,000 must be approved by the loan officer and an Assistant Vice President. Residential real estate loans between $250,001 and $500,000 must be approved by the loan officer and a Senior Vice President. Residential real estate loans between $500,001 and $1,000,000 must be approved by the loan officer and the Chief Lending Officer. Residential real estate loans between $1,000,001 and $2,000,000 must be approved by the Senior Loan Committee. Residential real estate loans over $2,000,001 must be approved by the board of directors.

Home equity loans up to $100,000 must be approved by the loan officer and an Assistant Vice President. Home equity loans between $100,001 and $250,000 must be approved by the loan officer and a Senior Vice President. Home equity loans between $250,001 and $750,000 must be approved by the loan officer and the Chief Lending Officer. Home equity loans between $750,001 and $2,000,000 must be approved by the Senior Loan Committee. Home equity loans over $2,000,001 must be approved by the board of directors.

Other consumer loan types up to $100,000 must be approved by the loan officer and the Chief Lending Officer. Consumer loans between $100,001 and $2,000,000 must be approved by the Senior Loan Committee. Consumer loans over $2,000,001 must be approved by the board of directors.

Alliance Bancorp’s single-family loan originations amounted to $6.0 million during the six months ended June 30, 2010 and $12.2 million and $24.5 million during 2009 and 2008, respectively. When possible, we emphasize the origination of single-family residential adjustable-rate mortgage loans (“ARMs”). Originations of such loans amounted to $2.0 million, $3.1 million and $10.3 million during the six months ended June 30, 2010 and during 2009 and 2008, respectively. We also originate fixed-rate single-family residential real estate loans with terms of five, ten, 15, 20, 25 and 30 years. Generally, as part of our asset/liability strategies, fixed-rate residential mortgage loans with terms greater than 15 years have been originated pursuant to commitments to sell such loans to correspondent mortgage-banking institutions in order to reduce the proportion of the loan portfolio comprised of such assets and reduce interest rate risk. Loans are sold without any recourse to Alliance Bancorp by the purchaser in the event of default on the loan by the borrower and are sold with servicing released. Alliance Bancorp sold $1.4 million of long-term (generally over 15 years) fixed-rate residential loans during the year ended December 31, 2008. We had no sales of residential mortgage loans

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during the six months ended June 30, 2010 or the year ended December 31, 2009. At June 30, 2010, December 31, 2009 and 2008 there were no loans held for sale.

In recent years we have increased our emphasis on commercial real estate loan originations. Such originations amounted to $10.0 million during the six months ended June 30, 2010 and $37.9 million and $26.9 million during 2009 and 2008, respectively. Commercial real estate loans generally have higher average yields and shorter terms to maturity compared to single-family residential mortgage loans. Land and construction loan originations amounted to $4.0 million during the six months ended June 30, 2010 and $6.7 million and $11.1 million during 2009 and 2008, respectively.

Since 1999, we have provided single-family residential loan products to borrowers that did not meet the underwriting criteria of the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal National Mortgage Association (“FNMA”). These loans, which are known as “non-conforming” loans, are generally not saleable in the secondary market due to the credit risk characteristics of the borrower, the underlying documentation, the loan-to-value ratio, or the size of the loan, among other factors. We recognize that these loans have additional risk factors as compared to typical single-family residential lending. At June 30, 2010, December 31, 2009 and 2008, our non-conforming single-family loan portfolio included $23.2 million or 21.1%, $21.9 million or 19.1%, and $24.1 million or 20.6% of loans which are considered to be subprime loans due to the credit score of the borrowers and, to a lesser extent, the underlying loan documentation. Alliance Bancorp reported $1.2 million or 5.4% of these loans as non-performing at June 30, 2010. Alliance Bancorp recognizes the additional risk associated with subprime lending and utilizes a higher risk-weighting factor in maintaining its allowance for loan losses with respect to these loans. In addition, management calculates and reports the delinquency ratio of its subprime loan portfolio to the board of directors on a monthly basis and provides reports to the board of directors on the profitability of its subprime portfolio on a quarterly basis.

Historically, we have not been an active purchaser of loans. We purchased no loans during the six months ended June 30, 2010. We did, however, purchase $4.1 million and $6.5 million in real estate loans during the years ended December 31, 2009 and 2008, respectively. With the exception of a $6.1 million participation interest in a commercial construction loan for a development located in Florida, at June 30, 2010, substantially all of our purchased loans were secured by properties located in Pennsylvania. As of June 30, 2010, the outstanding balance of our purchased loans amounted to $13.6 million and included $2.9 million of residential construction loans, $465,000 of single-family residential real estate loans, $4.2 million of commercial real estate loans and $6.1 million of commercial construction loans. At June 30, 2010, one of these loans in the amount of $6.1 million was reported as non-performing. See “— Asset Quality — Delinquent Loans.”

As a Pennsylvania-chartered savings bank, Alliance Bank is not subject to any specific regulatory limits on the size of the loans that it may originate. However, we generally have adhered to an “in-house” policy limit that no loans to any one borrower and such borrower’s affiliates will not exceed 15% of the bank’s capital. At June 30, 2010, our five largest loan relationships amounted to $6.8 million, $6.5 million, $6.1 million, $5.7 million and $4.8 million.

Single-Family Residential Real Estate Loans.  We have historically concentrated our lending activities on the origination of loans secured primarily by first mortgage liens on existing single-family residences and we intend to continue to originate permanent loans secured by first mortgage liens on single-family residential properties in the future. At June 30, 2010, $110.4 million or 38.4% of our total loan portfolio consisted of single-family residential real estate loans. Our single-family residential real estate loan portfolio included approximately $19.8 million of loans secured by non-owner occupied residences at June 30, 2010, Typically, the borrowers for these types of loans are individuals who invest in multiple properties. At June 30, 2010, $57.3 million or 51.9% of our single-family residential real estate loans had adjustable rates of interest and $53.1 million or 48.1% had fixed rates of interest.

Our ARMs typically provide for an interest rate which adjusts every year after an initial period of three, five, seven or ten years in accordance with a designated index (the national monthly median cost of funds or the weekly average yield on U.S. Treasury securities adjusted to a constant comparable maturity of one year) plus a margin. Such loans are typically based on a 30-year amortization schedule. The amount of any increase

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or decrease in the interest rate is presently limited to 200 basis points per year, with a limit of 600 basis points over the life of the loan. We have not engaged in the practice of using a cap on the payments that could allow the loan balance to increase rather than decrease, resulting in negative amortization. The adjustable-rate loans offered by Alliance Bancorp, like many other financial institutions, provide for initial rates of interest below the rates which would prevail when the index used for repricing is applied. However, we underwrite loans on the basis of the borrower’s ability to pay at the initial rate which would be in effect without the discount. Although we continue to offer ARMs, such loan products have not been as attractive due to the lower interest rate environment which has recently prevailed resulting in a decrease in the spread between the rates offered on fixed and adjustable rate loans.

Adjustable-rate loans decrease the risks to Alliance Bancorp that are associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. We believe that these risks, which have not had a material adverse effect on us to date, generally are less than the risks associated with holding fixed-rate loans in an increasing interest rate environment.

We have continued to originate a limited amount of fixed-rate mortgage loans with terms up to 30 years. Prior to 2010, we generally sold fixed-rate residential mortgage loans with terms greater than 15 years into the secondary market. In addition, while we offer balloon loans with five, seven and ten year terms based on a 20 to 30 year amortization schedule, we have only originated a small amount of such loans.

We also offer home equity loans with fixed rates of interest and terms of 15 years or less. We do not require that we hold the first mortgage on the secured property; however, the balance on all mortgages on the secured property cannot exceed 90% of the value of the secured property. At June 30, 2010, approximately $7.9 million of our home equity loans were secured by a first liens held by us on the property securing the loan. At June 30, 2010, home equity loans and lines amounted to $20.0 million or 8.1% of the total loan portfolio, which are included in single family loans.

We are permitted to lend up to 100% of the appraised value of the real property securing a residential loan; however, if the amount of a residential loan originated or refinanced exceeds 90% of the appraised value, we are required by federal regulations to obtain private mortgage insurance on the portion of the principal amount that exceeds 80% of the appraised value of the security property. Pursuant to underwriting guidelines adopted by our board of directors, we may lend up to an 80% loan-to-value ratio without private mortgage insurance unless it is determined that additional collateral in the form of private mortgage insurance or other acceptable collateral is needed. We may lend up to a 90% loan-to-value ratio on a one or two family owner-occupied residential property as long as additional collateral in the form of private mortgage insurance or other acceptable collateral enhancements are obtained. Exceptions to this policy may be made to assist in our community outreach efforts if deemed prudent by management and with additional collateral enhancements to reduce the risk inherent in the loan(s).

Commercial Real Estate Loans and Multi-Family Residential Loans.  We originate and, to a lesser extent, purchase mortgage loans for the acquisition and refinancing of existing commercial real estate properties and multi-family (over four units) residential properties. At June 30, 2010, $136.9 million or 47.6% of the loan portfolio consisted of loans secured by existing commercial real estate properties and $1.2 million or 0.4% of the total loan portfolio consisted of loans secured by multi-family residential properties. Our holdings of commercial real estate loans have increased steadily over the past five years. Such increase was due to our strategy to increase such lending due to the higher average yields and shorter terms to maturity provided by commercial real estate loans compared to single-family residential mortgage loans. We intend to continue to emphasize commercial real estate lending.

The majority of commercial real estate loans are primarily secured by office buildings, small retail establishments, restaurants and other facilities. These types of properties constitute the majority of our commercial real estate loan portfolio. The majority of the multi-family residential and commercial real estate loan portfolio at June 30, 2010 was secured by properties located in our primary market area. The five largest commercial real estate loan relationships or loan balances outstanding to one borrower at June 30, 2010

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amounted to $6.8 million, $6.5 million, $5.7 million, $4.8 million and $4.8 million, respectively, all of which were performing in accordance with their terms and were current at such date.

Commercial real estate and multi-family residential mortgage loans are made on terms up to 30 years, some of which include call or balloon provisions ranging from five to 15 years. We will originate and purchase these loans either with fixed interest rates or with interest rates which adjust in accordance with a designated index. Loan to value ratios on commercial real estate loans and multi-family residential mortgage loans are typically limited to 80% of appraised value at the time the loan is granted. As part of the criteria for underwriting commercial real estate and multi-family residential mortgage loans, Alliance Bancorp generally imposes a minimum debt coverage ratio (the ratio of net cash from operations before payment of debt service to debt service) of not less than 1.15 times. It is also Alliance Bancorp’s policy to obtain corporate or personal guarantees, as applicable, on its multi-family residential and commercial real estate loans from the principals of the borrower.

Commercial real estate lending and multi-family residential lending entails significant additional risks as compared with single-family residential property lending. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects is sensitive to changes in supply and demand conditions in the market for commercial real estate as well as economic conditions generally. At June 30, 2010, Alliance Bancorp had no non-performing multi-family loans and nine non-performing commercial real estate loans with an aggregate outstanding balance of $1.4 million at such date.

Construction Loans.  We also originate residential and commercial construction loans, and to a limited degree, land acquisition and development loans. Construction loans are classified as either residential construction loans or commercial real estate construction loans at the time of origination, depending on the nature of the property securing the loan. Alliance Bancorp’s construction lending activities generally are limited to our primary market area. At June 30, 2010, construction loans amounted to $24.1 million or 8.4% of the total loan portfolio, and consisted of $12.5 million of residential and $11.6 million of commercial real estate construction loans.

Our residential construction loans are primarily made to local real estate builders and developers for the purpose of constructing single-family homes and single-family residential developments. Upon successful application, credit review and analysis of personal and corporate financial statements, we will grant local builders lines of credit up to designated amounts. Once approved for a construction loan or credit line, a developer submits a progress report and a request for payment. Alliance Bancorp makes payments using the stage of completion method or the voucher method. Prior to making payment, Alliance Bancorp inspects all construction sites and verifies that the work being submitted for payment has been performed.

Our commercial construction loans are generally made to local developers and others for the purpose of developing commercial real estate properties such as small office buildings and hotels, storage facilities and commercial building renovations. The application, credit review and disbursement process are similar to those mentioned above for our residential construction loans. The five largest real estate construction loans had outstanding balances of $6.1 million, $3.7 million, $2.9 million, $2.0 million, and $1.7 million as of June 30, 2010. The $6.1 million loan is a land and development loan for a mixed use commercial real estate project located in Bradenton, Florida, and was classified as substandard and placed on non-accrual status during the first quarter 2010. The $6.1 million loan was restructured in June 2010, and was classified as non-accruing as of June 30, 2010. The $3.7 million loan was restructured in December of 2009, and was classified as non-accruing as of December 31, 2009 and June 30, 2010. The $2.9 million loan is a performing residential construction project located in Philadelphia, Pennsylvania and was designated as special mention due to slower than anticipated sales. The $2.0 million loan is a performing commercial construction loan located in Philadelphia, Pennsylvania. The $1.7 million loan is a performing commercial construction loan located in Oaks, Pennsylvania and was designated as special mention due to the borrower’s financial condition as payments are being received directly from the tenant.

Our construction loans generally have maturities of 12 to 36 months, with payments being made monthly on an interest-only basis. These interest payments are generally paid out of an interest reserve, which is

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established in connection with the origination of the loan. Generally, such loans adjust monthly based on the prime rate plus a margin of up to 2.0%. Residential and commercial real estate construction loans are generally made with maximum loan to value ratios of 80% and 75%, respectively, on an as completed basis. We utilize interest rate floors on commercial loans and lines of credit whenever possible.

Construction lending is generally considered to involve a higher level of risk as compared to single-family residential lending, due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. Our construction loans include loans to a builder to construct homes which are not pre-sold. These loans are considered speculative and thus pose a greater potential risk to Alliance Bancorp than construction loans to individuals on their personal residences. We have limited the amount of our speculative construction lending based on current market conditions.

We have attempted to minimize the foregoing risks by, among other things, limiting the number of units built to one to three sample units plus any under agreement of sale and limiting the extent of our construction lending and have adopted underwriting guidelines which impose stringent loan-to-value, debt service and other requirements for loans which are believed to involve higher elements of credit risk, by generally limiting the geographic area in which we will do business and by working with builders with whom we have established relationships. At June 30, 2010, we had two non-performing construction loans which had an outstanding aggregate balance of $9.8 million as discussed below. See “Asset Quality — Delinquent Loans.”. We encourage our borrower builders to lease any completed unsold homes in order to generate cash flow to support the project’s carrying costs.

Consumer Loans.  We offer consumer loans in order to provide a full range of financial services to our customers and because such loans generally have shorter terms and higher interest rates than mortgage loans. The consumer loans presently offered by Alliance Bancorp include student loans, deposit account secured loans and lines of credit. Consumer loans amounted to $7.4 million or 2.6% of the total loan portfolio at June 30, 2010. Student loans, which we are not currently originating, amounted to $6.9 million or 2.4% of the total loan portfolio at June 30, 2010. Such loans are made to local students for a term of ten years, presently with adjustable interest rates. The interest rate is determined by the U.S. Department of Education. Loan repayment obligations do not begin until the student has completed his or her education. The principal and interest on such loans is guaranteed by the U.S. Government. Loans secured by deposit accounts amounted to $430,000 or 0.2% of the total loan portfolio at June 30, 2010. Such loans are originated for up to 90% of the account balance, with a hold placed on the account restricting the withdrawal of the account balance.

Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans because of the type and nature of the collateral and, in certain cases, the absence of collateral. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely effected by job loss, divorce, illness and personal bankruptcy. In most cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan balance because of improper repair and maintenance of the underlying collateral. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. We believe that the generally higher yields earned on consumer loans compensate for the increased credit risk associated with such loans and that consumer loans are important to its efforts to provide a full range of services to its customers. At June 30, 2010, there were 78 non-performing student loans which amounted to $207,000, compared to 68 non-performing student loans which amounted to $153,000 at December 31, 2009.

Commercial Business Loans.  Alliance Bank has a commercial loan department to provide a full range of commercial loan products to small business customers in its primary marketing area. These loans generally have shorter terms and higher interest rates as compared to mortgage loans. Such loans amounted to $7.5 million or 2.6% of the total loan portfolio at June 30, 2010 and were primarily secured by inventories

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and other business assets. During the six months ended June 30, 2010, we had $305,000 in charge-offs that related to two former commercial business loan relationships.

Although commercial business loans generally are considered to involve greater credit risk than other certain types of loans, management intends to continue to offer commercial business loans to small businesses located in its primary market area. At June 30, 2010, we had one non-performing commercial business loan which amounted to $74,000.

Loan Fee Income.  In addition to interest earned on loans, we receive income from fees in connection with loan originations, loan modifications, late payments, prepayments and for miscellaneous services related to our loans. Income from these activities varies from period to period with the volume and type of loans made and competitive conditions. We charge loan origination fees which are calculated as a percentage of the amount borrowed. Loan origination and commitment fees and all incremental direct loan origination costs are deferred and recognized over the contractual remaining lives of the related loans on a level yield basis. Discounts and premiums on loans purchased are amortized in the same manner.

Asset Quality

Loans are placed on non-accrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on non-accrual status, previously accrued but unpaid interest is deducted from interest income. We do not accrue interest on real estate loans past due 90 days or more unless, in the opinion of management, the value of the property securing the loan exceeds the outstanding balance of the loan (principal, interest and escrows) and collection is in process. Alliance Bancorp provides an allowance for accrued interest deemed uncollectible. Such allowance amounted to approximately $147,000 at June 30, 2010. Accrued interest receivable is reported net of the allowance for uncollected interest. Loans may be reinstated to accrual status when all payments are brought current and, in the opinion of management, collection of the remaining balance can be reasonably expected.

Real estate acquired by Alliance Bancorp as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until sold and is initially recorded at the fair value at the date of acquisition. After the date of acquisition, all costs incurred in maintaining the property are expensed and costs incurred for the improvement or development of such property are capitalized up to the extent of their fair value.

Under accounting principles generally accepted in the United States of America, we are required to account for certain loan modifications or restructurings as “troubled debt restructurings.” In general, the modification or restructuring of a debt constitutes a troubled debt restructuring if Alliance Bancorp, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession, such as a reduction in the effective interest rate, to the borrower that Alliance Bancorp would not otherwise consider. Debt restructurings or loan modifications for a borrower do not necessarily always constitute troubled debt restructurings, however, and troubled debt restructurings do not necessarily result in non-accrual loans. At June 30, 2010, we had two troubled debt restructured construction loans which had an aggregate outstanding balance of $9.8 million and which were on non-accrual status at such date. At December 31, 2009, we had one troubled debt restructured construction loan which had an outstanding balance of $3.7 million and which was on non-accrual status at such date. We did not have any troubled debt restructurings as of December 31, 2008. Management will continue to include these loans on non-accrual in accordance with generally accepted accounting principles.

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Delinquent Loans.  The following table sets forth information concerning delinquent loans at the indicated dates, in dollar amounts and as a percentage of each category of our total loan portfolio. The amounts presented represent the total outstanding principal balances of the related loans, rather than the actual payment amounts which are past due.

	At June 30, 2010
	30 - 59 Days					60 - 89 Days					90 or More Days
			Percent of					Percent of					Percent of
			Loan					Loan					Loan
	Amount		Category			Amount		Category			Amount		Category
	(Dollars in thousands)
Real estate:
Single-family	$	457		0.41	%	$	1,094		0.99	%	$	1,714		1.55	%
Multi-family		—		—			—		—			—		—
Commercial		1,108		0.81			976		0.71			1,363		0.85
Land and construction		950		3.94			—		—			—		—
Commercial business		—		—			—		—			74		0.99
Consumer		159		2.15			69		0.93			206		2.79
Total	$	2,674				$	2,139				$	3,357

	At December 31, 2009
	30 - 59 Days					60 - 89 Days					90 or More Days
			Percent of					Percent of					Percent of
			Loan					Loan					Loan
	Amount		Category			Amount		Category			Amount		Category
	(Dollars in thousands)
Real estate:
Single-family	$	1,302		1.13	%	$	15		0.01	%	$	1,706		1.48	%
Multi-family		—		—			—		—			—		—
Commercial		4,098		3.11			10		0.01			1,768		1.34
Land and construction		1,310		5.33			—		—			—		—
Commercial business		25		0.30			50		0.59			422		4.99
Consumer		143		1.88			94		1.23			153		2.01
Total	$	6,878				$	169				$	4,049

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The following table sets forth the amounts and categories of our non-performing assets at the dates indicated. We had no troubled debt restructurings at any of the dates indicated, other than those included in non-accruing loans.

	June 30,			December 31,
	2010			2009			2008			2007			2006			2005
	(Dollars in thousands)
Non-accruing loans:
Real estate:
Single-family	$	76		$	479		$	762		$	1,086		$	874		$	762
Multi-family		—			—			—			—			—			—
Commercial		1,363			1,778			3,551			416			—			222
Land and construction		9,767			3,728			896			—			—			—
Commercial business		74			472			—			—			—			—
Consumer		—			—			—			—			—			—
Total non-accruing loans		11,280			6,457			5,209			1,502			874			984
Accruing loans 90 days or more delinquent:
Real estate:
Single-family		1,638			1,227			1,712			563			649			942
Multi-family		—			—			—			—			—			—
Commercial		—			—			—			—			—			—
Land and construction		—			—			—			—			—			—
Commercial business		—			—			—			—			—			—
Consumer		206			153			75			32			36			14
Total accruing loans 90 days or more delinquent		1,844			1,380			1,787			595			685			956
Total non-performing loans		13,124			7,837			6,996			2,097			1,559			1,940
Other real estate owned		3,026			2,968			—			—			—			1,795
Total non-performing assets	$	16,150		$	10,805		$	6,996		$	2,097		$	1,559		$	3,735
Total non-performing loans as a percentage of total loans		4.57	%		2.71	%		2.48	%		0.81	%		0.65	%		0.85	%
Total non-performing assets as a percentage of total assets		3.60	%		2.33	%		1.65	%		0.49	%		0.38	%		0.96	%

Nonperforming assets, which consist of nonaccruing loans, accruing loans 90 days or more delinquent and OREO (which includes real estate acquired through, or in lieu of, foreclosure) increased to $16.1 million or 3.60% of total assets at June 30, 2010 from $10.8 million or 2.33% of total assets at December 31, 2009. This increase was primarily due to the placement of a $6.1 million land and development loan for a mixed use commercial real estate project located in Bradenton, Florida, as non-performing during the first quarter of 2010.

At June 30, 2010, 60.9% of our nonperforming assets consisted of two loan relationships, with an aggregate outstanding balance of $9.8 million at such date, which are described below.

•  A $6.1 million participation interest was made in a $13.7 million acquisition and development loan of an approximately 150 acre parcel of ground located in Bradenton, Florida. The developers, which included a former director of Alliance Bancorp and Alliance Bank, designed, developed and received all municipal and governmental approvals necessary for a planned mixed use development which will include an apartment complex, senior housing, hotel and commercial lots. Alliance Bank acquired its

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$6.1 million participation interest in the loan in July 2008, at which time the loan-to-value ratio, based on an independent appraisal was approximately 55%. The primary purpose of the loan was to provide funding for all necessary site improvements in order that the development could advance to the next stage, building construction. The borrowers filed applications with the U.S. Department of Housing and Urban Development (“HUD”) to obtain guarantees as a form of credit support with respect to construction loans for the residential portions of the development. In late 2009, HUD determined to suspend its credit support program in the state of Florida. While the developers are continuing their efforts to obtain construction financing without any credit support from HUD, they have begun to market the various individual parcels within the site for sale. The interest reserve funded by the ground development loan ultimately was exhausted. In June 2010, Alliance Bank along with the co-lender entered into a forbearance and extension agreement with the borrower, which extended the loan maturity date for one year from June 30, 2010 to June 30, 2011. This agreement was subject to certain conditions including the contemporaneous payment due at execution of the agreement of all past due interest. An additional cash payment is required to be paid during the third quarter of 2010 of an amount sufficient to cover all interest on the loan and all real estate taxes which will become due during the 12-month period ending June 30, 2011.

	All site improvements have been completed. An updated appraisal received in January 2010 reflected a loan-to-value ratio of approximately 102%. We placed the loan on non-accrual status during the first quarter of 2010. The loan remains on non-accrual status given the lack of signed agreements of sale. We have no obligation to advance any additional funds with respect to this loan. At June 30, 2010, we have allocated $890,000 of our allowance for loan losses to this loan. Since the execution of the forbearance and extension agreement in June 2010, all cash payments received have been reported as a reduction of the outstanding principal balance.
•	A $4.7 million acquisition, renovation and construction loan originated in August of 2006 for a mixed-use building consisting of 18 residential units and one commercial unit located in Center City, Philadelphia. This loan, which had an outstanding balance of $3.7 million at June 30, 2010, was placed on non-accrual status in the first quarter of 2010 due to a combination of very slow sales and construction delays. In addition, the project encountered cost overruns resulting from structural engineering defects discovered during the renovation. These issues resulted in costly changes and modifications required by the City of Philadelphia. In December 2009, we entered into an extension and forbearance agreement with the borrowers, which extends the term of the loan until February 2011, and provides interest and construction funding to complete all units. In connection with the extension and forbearance agreement, the borrowers made a cash payment, which will serve as an interest reserve, and pledged additional collateral to support the loan.
	An appraisal dated November 2009 states a valuation of $3.6 million on a fully completed basis. To date, three of the residential units have been sold. Four residential units are rented, with all rental payments being made directly to Alliance Bank. All units are being marketed and are scheduled to be 100% complete by September 30, 2010. As of June 30, 2010, we have allocated $265,000 of our allowance for loan losses to this loan. All cash payments received are being deferred and are reported as a reduction of the outstanding principal balance.

At June 30, 2010, in addition to the $9.8 million of non-accruing construction loans described above, we had $1.5 million of non-accruing loans consisting of one single family real estate loan in the amount of $76,000, nine commercial real estate loans totaling $1.4 million, and one commercial business loan in the amount of $74,000. The aggregate amount of our allowance for loan losses allocated to non-accrual loans was $1.2 million as of June 30, 2010. Management continues to aggressively pursue the collection and resolution of all delinquent loans.

If the $11.3 million of non-accruing loans at June 30, 2010 had been current in accordance with their terms during the six-month period ended June 30, 2010, the gross income on such loans would have been approximately $227,000 for the six-month period ended June 30, 2010. We actually recorded $13,000 in interest income on such loans for the period. If the $6.5 million of non-accruing loans at December 31, 2009

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had been current in accordance with their terms during 2009, the gross income on such loans would have been approximately $335,000 for 2009. We actually recorded $136, 000 in interest income on such loans for 2009. If the $5.2 million of non-accruing loans at December 31, 2008 had been current in accordance with their terms during 2008, the gross income on such loans would have been approximately $347,000 for 2008. We actually recorded $121,000 in interest income on such loans for 2008.

Our non-performing assets also include OREO. As of June 30, 2010, we had approximately $3.0 million in OREO. The $3.0 million consists of two commercial properties totaling $965,000, three improved building lots totaling $1.0 million, and four single family residences totaling $1.1 million, including one single-family residential mortgage loan with an outstanding balance of $781,000. All of the properties are located within our market area except one of the single family residences which is located in Tampa, Florida with a carrying value of $25,000.

Classified Assets.  Under applicable banking regulations and policies, each insured savings bank’s assets are subject to classification on a regular basis. In addition, in connection with examinations of insured institutions, federal examiners have authority to identify problem assets and, if appropriate, classify them. There are three regulatory classifications for problem assets: “substandard,” “doubtful” and “loss.” Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution 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. Another category designated “special mention” also must be established and maintained for assets which have a weakness but do not currently expose an insured institution to a sufficient degree of risk to warrant classification as substandard, doubtful or loss.

At June 30, 2010, we had $16.0 million of assets classified as substandard and no assets classified as doubtful or loss. At June 30, 2010 our assets classified as substandard included $12.9 million of loans and $3.0 million of OREO. In addition, at June 30, 2010, we had $9.7 million of loans designated special mention, which consisted of $3.8 million in commercial real estate loans and $5.9 million in real estate construction loans. All of these loans are located in our primary market area. The $12.9 million of loans designated as substandard at June 30, 2010 consisted of $1.7 million of single-family real estate loans, $1.4 million in commercial real estate loans, $9.8 million in construction real estate loans, and $74,000 in commercial business loans. The $9.8 million in construction real estate loans consists of the two non-accruing construction loans described above. See “— Delinquent Loans.”

Allowance for Loan Losses.  The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Allowances are provided for specific loans when losses are probable and can be estimated. When this occurs, management considers the remaining principal balance, fair value and estimated net realizable value of the property collateralizing the loan. Current and future operating and/or sales conditions are also considered. These estimates are susceptible to changes that could result in material adjustments to results of operations. Recovery of the carrying value of such loans is dependent to a great extent on economic, operating and other conditions that may be beyond management’s control.

General loan loss reserves are established as an allowance for losses based on inherent probable risk of loss in the loan portfolio. In assessing risk, management considers historical experience, volume and composition of lending conducted, industry standards, status of non-performing loans, general economic conditions as they relate to the market area and other factors related to the collectibility of the loan portfolio.

Impaired loans are predominantly measured based on the fair value of the collateral. The provision for loan losses charged to expense is based upon past loan loss experience and an evaluation of probable losses and impairment existing in the current loan portfolio. A loan is considered to be impaired when, based upon current information and events, it is probable that Alliance Bancorp will be unable to collect all amounts due according to the original contractual terms of the loan. An insignificant delay or insignificant shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. For this purpose, delays less than 90 days are considered to be insignificant. Large groups of smaller balance homogeneous

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loans, including residential real estate and consumer loans, are collectively evaluated for impairment, except for loans restructured under a troubled debt restructuring.

Although management uses the best information available to make determinations with respect to the provisions for loan losses, additional provisions for loan losses may be required to be established in the future should economic or other conditions change substantially. In addition, the Pennsylvania Department of Banking and the FDIC, as an integral part of their examination process, periodically review Alliance Bank’s allowance for loan losses. Such agencies may require Alliance Bank to recognize additions to such allowance based on their judgments about information available to them at the time of their examination.

The following table summarizes changes in the allowance for loan losses and selected ratios for the periods presented.

	Six Months Ended
	June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Dollars in thousands)
Average loans receivable, net(1)	$	288,503		$	282,827		$	283,736		$	271,849		$	247,157		$	232,520		$	218,036
Allowance for loan losses, beginning of year	$	3,538		$	3,169		$	3,169		$	2,831		$	2,720		$	2,671		$	2,608
Provision for loan losses		1,170			150			528			585			120			60			120
Charge-offs:
Single-family residential		(81	)					—			(3	)		(3	)		—			—
Multi-family residential		—			(6	)		(6	)		—			—			—			—
Commercial real estate		(137	)		(56	)		(153	)		(350	)		—			—			(86	)
Land and construction		—			—			—			—			—			—			—
Consumer		—			—			(1	)		(13	)		(11	)		(14	)		(9	)
Commercial business		(305	)		—			—			—			—			—			—
Total charge-offs		(523	)		(62	)		(160	)		(366	)		(14	)		(14	)		(95	)
Recoveries:
Single-family residential		—			—			—			—			—			—			—
Multi-family residential		—			—			—			—			—			—			—
Commercial real estate		—			—			—			114			—			—			37
Land and construction		—			—			—			—			—			—			—
Consumer		—			—			1			5			5			3			1
Commercial business		—			—			—			—			—			—			—
Total recoveries		—			—			1			119			5			3			38
Allowance for loan losses, end of year	$	4,185		$	3,257		$	3,538		$	3,169		$	2,831		$	2,720		$	2,671
Net charge-offs to average loans receivable, net		0.18	%		0.02	%		0.06	%		0.09	%		0.00	%		0.01	%		0.03	%
Allowance for loan losses to total loans receivable		1.46	%		1.15	%		1.23	%		1.13	%		1.09	%		1.14	%		1.18	%
Allowance for loan losses to total non-performing loans		31.89	%		35.71	%		45.14	%		45.30	%		135.00	%		174.39	%		137.63	%
Net charge-offs to allowance for loan losses		12.47	%		1.90	%		4.49	%		7.79	%		0.32	%		0.40	%		2.13	%

(1) Includes mortgage loans held for sale.

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The following table presents the allocation of the allowance for loan losses to the total amount of loans in each category listed at the dates indicated.

	June 30,					December 31,
	2010					2009					2008					2007					2006					2005
			% of Loans					% of Loans					% of Loans					% of Loans					% of Loans					% of Loans
			in Each					in Each					in Each					in Each					in Each					in Each
			Category to					Category to					Category to					Category to					Category to					Category to
	Amount		Total Loans			Amount		Total Loans			Amount		Total Loans			Amount		Total Loans			Amount		Total Loans			Amount		Total Loans
	(Dollars in thousands)
Single-family residential	$	377		38.40	%	$	588		39.82	%	$	322		41.43	%	$	391		42.92	%	$	445		45.48	%	$	462		45.79	%
Multi-family residential		16		0.42			16		0.43			16		0.46			17		0.64			25		0.87			28		0.98
Commercial real estate		1,942		47.63			1,985		45.68			1,786		43.84			1,713		47.24			1,691		45.39			1,698		46.52
Land and construction		1,672		8.38			735		8.51			856		8.97			556		5.61			416		4.94			322		3.26
Consumer		33		2.60			27		2.63			16		2.11			8		0.91			9		1.02			12		1.36
Commercial business		145		2.57			187		2.93			173		3.19			146		2.67			134		2.30			149		2.09
Total	$	4,185		100.00	%	$	3,538		100.00	%	$	3,169		100.00	%	$	2,831		100.00	%	$	2,720		100.00	%	$	2,671		100.00	%

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Investment Activities

Mortgage-Backed Securities.  Mortgage-backed securities (which also are known as mortgage participation certificates or pass-through certificates) represent a participation interest in a pool of single-family or multi-family mortgages, the principal and interest payments on which are passed from the mortgage originators, through intermediaries (generally U.S. Government agencies and government sponsored enterprises) that pool and repackage the participation interests in the form of securities, to investors such as Alliance Bancorp. Such U.S. Government agencies and government sponsored enterprises, which guarantee the payment of principal and interest to investors, primarily include the FHLMC, the FNMA and the Government National Mortgage Association (“GNMA”).

The FHLMC is a public corporation chartered by the U.S. Government. The FHLMC issues participation certificates backed principally by conventional mortgage loans. The FHLMC guarantees the timely payment of interest and the ultimate return of principal within one year. The FNMA is a private corporation chartered by the U.S. Congress with a mandate to establish a secondary market for conventional mortgage loans. Because the FHLMC, the FNMA and the GNMA were established to provide support for low- and middle-income housing, there are limits to the maximum size of loans that qualify for these programs. To accommodate larger-sized loans, and loans that, for other reasons, do not conform to the agency programs, a number of private institutions have established their own home-loan origination and securitization programs.

Mortgage-backed securities typically are issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with interest rates that are within a range and have varying maturities. The cash flow associated with the underlying pool of mortgages, i.e., fixed rate or adjustable rate, as well as prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security thus approximates the life of the underlying mortgages.

The following table sets forth the fair value of Alliance Bancorp’s mortgage-backed securities portfolio designated as available for sale at the dates indicated.

	June 30,			December 31,
	2010			2009		2008		2007
	(In thousands)
Mortgage-backed securities:
FNMA pass-through securities	$	10,139		$	12,336	$	16,788	$	21,060
FHLMC pass-through securities		7,293			8,798		12,641		10,872
GNMA pass-through securities		2,119			2,221		2,492		3,700
Total mortgage-backed securities	$	19,551	(1)	$	23,355	$	31,921	$	35,632

(1) At June 30, 2010, gross unrealized gains on such securities amounted to $966,000 and gross unrealized losses amounted to $8,000.

The following table sets forth the purchases, sales and principal repayments of Alliance Bancorp’s mortgage-backed securities for the periods indicated.

	Six Months Ended
	June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(In thousands)
Mortgage-backed securities purchased	$	—		$	—		$	—		$	4,340		$	—
Mortgage-backed securities sold		—			—			—			—			—
Principal repayments		(3,870	)		(4,840	)		(8,876	)		(8,258	)		(8,959	)
Other, net		66			214			310			207			955
Net decrease	$	(3,804	)	$	(4,626	)	$	(8,566	)	$	(3,711	)	$	(8,004	)

Mortgage-backed securities generally increase the quality of Alliance Bancorp’s assets by virtue of the insurance or guarantees that back them, are more liquid than individual mortgage loans and may be used to

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collateralize borrowings or other obligations of Alliance Bancorp. At June 30, 2010, $5.9 million or 30.2% of our mortgage-backed securities were pledged to secure various obligations of Alliance Bancorp. See Note 4 to the consolidated financial statements contained elsewhere in this prospectus. Alliance Bancorp does not knowingly invest in subprime mortgage-backed securities, and has not been materially impacted by the current subprime crisis as of June 30, 2010.

Information regarding the contractual maturities and weighted average yield of Alliance Bancorp’s mortgage-backed securities portfolio, stated at amortized cost, at the indicated dates is presented below.

	June 30, 2010
	One Year		After One to			After Five			Over 15
	or Less		Five Years			to 15 Years			Years			Total
	(Dollars in thousands)
FHLMC securities pass-through securities	$	—	$	2,439		$	2,157		$	2,255		$	6,851
FNMA securities pass-through securities		—		3,675			4,721			1,310			9,706
GNMA securities pass-through securities		—		—			—			2,036			2,036
Total	$	—	$	6,114		$	6,878		$	5,601		$	18,593	(1)
Weighted average yield		—		4.25	%		5.20	%		4.26	%		4.61	%

(1) All mortgage-backed securities were designated as available for sale.

	December 31, 2009
	One Year			After One to			After Five			Over 15
	or Less			Five Years			to 15 Years			Years			Total
	(Dollars in thousands)
FHLMC pass-through certificates	$	—		$	2,678		$	3,033		$	2,668		$	8,379
FNMA pass-through certificates		456			1,902			7,919			1,666			11,943
GNMA pass-through certificates		—			—			—			2,142			2,142
Total	$	456		$	4,580		$	10,952		$	6,476		$	22,464	(1)
Weighted average yield		2.08	%		4.18	%		5.07	%		3.49	%		4.76	%

(1) All mortgage-backed securities are designated as available for sale.

The actual maturity of a mortgage-backed security is typically less than its stated maturity due to prepayments of the underlying mortgages. Prepayments that are faster than anticipated may shorten the life of the security and increase or decrease its yield to maturity if the security was purchased at a discount or premium, respectively. The yield is based upon the interest income and the amortization of any premium or discount related to the mortgage-backed security. In accordance with accounting principles generally accepted in the United States of America, premiums and discounts are amortized over the estimated lives of the loans, which decrease and increase interest income, respectively. The prepayment assumptions used to determine the amortization period for premiums and discounts can significantly affect the yield of the mortgage-backed security, when premiums or discounts are involved, and these assumptions are reviewed periodically to reflect actual prepayments. Although prepayments of underlying mortgages depend on many factors, including the type of mortgages, the coupon rate, the age of mortgages, the geographical location of the underlying real estate collateralizing the mortgages and general levels of market interest rates, the difference between the interest rates on the underlying mortgages and the prevailing mortgage interest rates generally is the most significant determinant of the rate of prepayments. During periods of falling mortgage interest rates, if the coupon rate of the underlying mortgages exceeds the prevailing market interest rates offered for mortgage loans, refinancing generally increases and accelerates the prepayment of the underlying mortgages and the related security. Under such circumstances, Alliance Bancorp may be subject to reinvestment risk because to the extent that the mortgage-backed securities amortize or prepay faster than anticipated, Alliance Bancorp

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may not be able to reinvest the proceeds of such repayments and prepayments at a comparable rate. During periods of rising interest rates, prepayment of the underlying mortgages generally slow down when the coupon rate of such mortgages is less than the prevailing market rate. We may be subject to extension risk when this occurs.

Investment Securities.  The investment policy of Alliance Bancorp, as established by the board of directors, is designed primarily to provide and maintain liquidity and to generate a favorable return on investments without incurring undue interest rate risk, credit risk, or investment portfolio asset concentrations. Our investment policy takes into account our business plan, interest rate management, the current economic environment, the types of securities to be held and other safety and soundness considerations. Our investment policy is currently implemented by the Chief Executive Officer and reviewed and evaluated by the Asset Liability Committee. The Asset Liability Committee is required to issue a written compliance report to the board of directors at least quarterly.

Alliance Bancorp is authorized to invest in obligations issued or fully guaranteed by the U.S. Government, certain federal agency obligations, insured municipal obligations, certain mutual funds, investment grade corporate debt securities and other specified investments. At June 30, 2010, our investment securities amounted to $50.3 million, of which $28.2 million was designated as available for sale and $22.1 million was designated as held to maturity. Alliance Bancorp has designated the majority of its investment securities as available for sale in order to be more able to respond to changes in market rates, increases in loan demand, and changes in liquidity needs.

The following table sets forth certain information relating to Alliance Bancorp’s investment securities portfolio at the dates indicated.

	June 30,						December 31,
	2010						2009						2008				2007
	Amortized			Fair			Amortized			Fair			Amortized		Fair		Amortized		Fair
	Cost			Value			Cost			Value			Cost		Value		Cost		Value
	(In thousands)
U.S. Government and agency securities	$	27,990		$	28,216		$	28,995		$	28,890		$	37,448	$	37,814	$	26,335	$	26,472
Municipal obligations		22,075			22,582			23,446			23,796			24,256		23,958		22,247		22,827
Investment in mutual funds(2)		—			—			—			—			—		—		19,142		19,142
Total	$	50,065	(1)	$	50,798	(1)	$	52,441	(1)	$	52,686	(1)	$	61,704	$	61,772	$	67,724	$	68,441

(1)

At June 30, 2010, investment securities totaling $28.2 million were designated as available for sale. At June 30, 2010, gross unrealized losses amounted to zero and there were $226,000 in unrealized gains. At June 30, 2010, $11.8 million or 23.2% of Alliance Bancorp’s investment securities were pledged to secure various obligations of Alliance Bancorp. See Note 3 to the consolidated financial statements contained elsewhere in this prospectus.

(2)

During 2008, Alliance Bancorp recognized $882,000 in impairment charges on these mutual funds compared to an $860,000 impairment in 2007. Alliance Bancorp attributes the lower valuations of these mutual funds to a significant widening of spreads primarily due to the mortgage-related securities underlying these funds. This spread differential was primarily due to the general lack of investor interest for these type of securities in the market environment at the time. On August 20, 2008, subsequent to recording the impairment charges, Alliance Bancorp sold these mutual funds to Alliance Mutual Holding Company at fair value. Alliance Mutual Holding Company subsequently sold all of its holdings of such mutual funds.

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Information regarding the contractual maturities and weighted average yield of Alliance Bancorp’s investment securities portfolio at the dates indicated is presented below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Amounts are reflected at amortized cost.

	At June 30, 2010
	One Year or			After One to			After Five to			Over
	Less			Five Years			10 Years			10 Years			Total
	(Dollars in thousands)
U.S. Government and agency securities	$	3,003		$	2,008		$	14,173		$	9,032		$	28,216	(1)
Municipal obligations		—			—			—			22,075			22,075	(2)
Total	$	3,003		$	2,008		$	14,173		$	31,107		$	50,291
Weighted average yield		0.83	%		2.00	%		3.77	%		4.30	%		3.78	%

(1)	The $28.2 million of U.S. Government agency securities are designated as available for sale.
(2)	The $22.1 million of municipal obligations are designated as held to maturity.

	At December 31, 2009
	One Year or			After One to			After Five to			Over
	Less			Five Years			10 Years			10 Years			Total
	(Dollars in thousands)
U.S. Government and agency securities	$	1,000		$	1,000		$	10,996		$	15,999		$	28,995	(1)
Municipal obligations		—			—			4,316			19,130			23,446	(2)
Total	$	1,000		$	1,000		$	15,312		$	35,129		$	52,441
Weighted average yield		1.20	%		2.00	%		4.13	%		4.47	%		4.26	%

(1)	The $29.0 million of U.S. Government agency securities are designated as available for sale.
(2)	The $23.4 million of municipal obligations are designated as held to maturity and are tax exempt.

Sources of Funds

General.  Deposits are the primary source of Alliance Bancorp’s funds for lending and other investment purposes. In addition to deposits, Alliance Bancorp derives funds from loan principal repayments, prepayments and advances from the FHLB of Pittsburgh and proceeds from sales of investment securities. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources. They may also be used on a longer term basis for general business purposes.

Deposits.  Our deposit products include a broad selection of deposit instruments, including NOW accounts, money market accounts, regular savings accounts and term certificate accounts. Deposit account terms vary, with the principal difference being the minimum balance required, the time periods the funds must remain on deposit and the interest rate.

We consider our primary market area to be Delaware and Chester counties, Pennsylvania. We attract deposit accounts by offering a wide variety of accounts, competitive interest rates, and convenient office locations and service hours. In addition, we maintain automated teller machines at our Broomall, Concordville, Havertown, Springfield, Lansdowne, Paoli, and Secane offices. We utilize traditional marketing methods to attract new customers and savings deposits, including print media advertising and direct mailings. We do not advertise for deposits outside of our primary market area or utilize the services of deposit brokers, and management believes that an insignificant number of deposit accounts were held by non-residents of Pennsylvania at June 30, 2010.

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We have been competitive in the types of accounts and in interest rates we have offered on our deposit products but do not necessarily seek to match the highest rates paid by competing institutions. Although market demand generally dictates which deposit maturities and rates will be accepted by the public, we intend to continue to promote longer term deposits to the extent possible and consistent with our asset and liability management goals.

The following table shows the distribution of, and certain other information relating to, Alliance Bancorp’s deposits by type of deposit as of the dates indicated.

	June 30,					December 31,
	2010					2009					2008					2007
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Passbook and statement savings accounts	$	42,864		11.2	%	$	40,892		10.9	%	$	39,378		12.0	%	$	38,223		11.7	%
Money market accounts		21,921		5.8			18,664		5.0			18,067		5.5			22,089		6.7
Certificates of deposit		255,100		66.9			251,583		67.0			207,943		63.3			201,860		61.6
NOW accounts		48,112		12.6			48,609		13.0			48,269		14.7			48,760		14.9
Non-interest bearing accounts		13,213		3.5			15,506		4.1			13,610		4.2			16,840		5.1
Total deposits at end of period	$	381,210		100.0	%	$	375,254		100.0	%	$	327,267		100.0	%	$	327,772		100.0	%

The following table sets forth the net deposit flows of Alliance Bancorp during the periods indicated.

	Six Months
	Ended June 30,		Year Ended December 31,
	2010		2009		2008			2007
	(In thousands)
Increase (decrease) before interest credited	$	2,021	$	38,480	$	(12,194	)	$	(14,632	)
Interest credited		3,935		9,507		11,689			11,618
Net deposit increase (decrease)	$	5,956	$	47,987	$	(505	)	$	(3,014	)

The following table sets forth maturities of Alliance Bancorp’s certificates of deposit of $100,000 or more at the dates indicated by time remaining to maturity.

	At June 30,		At December 31,
	2010		2009
	(In thousands)
Three months or less	$	13,478	$	12,059
Over three months through six months		10,671		19,695
Over six months through 12 months		24,511		14,395
Over 12 months		13,965		10,867
Total	$	62,625	$	57,016

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The following table presents the average balance of each deposit type and the average rate paid on each deposit type for the periods indicated.

	Six Months Ended
	June 30,										Year Ended December 31,
	2010					2009					2009					2008					2007
			Average					Average					Average					Average					Average
	Average		Rate			Average		Rate			Average		Rate			Average		Rate			Average		Rate
	Balance		Paid			Balance		Paid			Balance		Paid			Balance		Paid			Balance		Paid
	(Dollars in thousands)
Passbook and statement savings accounts	$	41,844		0.49	%	$	40,142		0.49	%	$	40,412		0.55	%	$	39,155		0.55	%	$	38,212		0.75	%
Money market accounts		23,151		0.68			16,792		0.75			17,604		0.76			18,545		1.63			20,663		3.16
Certificates of deposit		257,531		2.10			214,252		3.28			227,821		2.93			203,122		3.94			201,860		4.73
NOW and Super NOW		48,174		0.49			47,058		0.52			46,958		0.50			49,201		1.50			48,771		2.66
Non-interest bearing accounts		16,817		—			14,565		—			14,797		—			15,731		—			16,840		—
Total average deposits(1)	$	387,517		1.62	%	$	332,809		2.39	%	$	347,592		2.18	%	$	325,754		2.99	%	$	326,346		3.79	%

(1) Reflects average rate paid on total interest bearing deposits.

The following table sets forth the amount and remaining maturities of Alliance Bancorp’s certificates of deposit at June 30, 2010.

			Over Six		Over One		Over Two
	Six		Months		Year		Years
	Months		Through		Through		Through		Over Three
	and Less		One Year		Two Years		Three Years		Years		Total
					(In thousands)
2.00% or less	$	69,427	$	82,549	$	27,282	$	815	$	—	$	180,073
2.01% to 3.00%		27,804		9,389		8,026		8,088		2,483		55,790
3.01% to 4.00%		1,627		1,407		2,610		647		699		6,990
5.01% to 6.00%		1,850		4,517		5,381		281		218		12,247
Total	$	100,708	$	97,862	$	43,299	$	9,831	$	3,400	$	255,100

Borrowings.  Alliance Bancorp may obtain advances from the FHLB of Pittsburgh upon the security of the common stock it owns in that bank and certain of its loans, provided certain standards related to creditworthiness have been met. Such advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Such advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending. At December 31, 2009, we had $32.0 million of advances from the FHLB of Pittsburgh. Of the $32.0 million of FHLB advances at December 31, 2009, $6.0 million was repaid in February 2010, $11.0 million was repaid in May 2010, $10.0 million was repaid in June 2010. As a result, our outstanding FHLB advances amounted to $5.0 million at June 30, 2010, all of which mature in the third quarter of 2010. The weighted average interest rate of our FHLB advances was 6.10% at June 30, 2010. We are reviewing our continued utilization of advances from the FHLB as a source of funding based upon decisions by the FHLB to suspend the dividend on, and restrict the repurchase of, FHLB stock. FHLB stock is required to be held when advances from the FHLB are taken. At June 30, 2010, we had $2.4 million of FHLB stock.

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The following table sets forth certain information regarding borrowed funds at or for the dates indicated:

	At or for the Six
	Months Ended
	June 30,			At or for the Year Ended December 31,
	2010			2009			2008			2007
	(Dollars in thousands)
FHLB of Pittsburgh advances:
Average balance outstanding	$	24,193		$	34,767		$	37,000		$	37,153
Maximum amount outstanding at any month-end during the period		32,000			37,000			37,100			37,170
Balance outstanding at end of period		5,000			32,000			37,000			37,000
Weighted average interest rate during the period		6.20	%		6.39	%		6.30	%		6.37	%
Weighted average interest rate at end of period		6.10	%		6.31	%		6.30	%		6.30	%
Total borrowings:
Average balance outstanding	$	25,369		$	34,811		$	37,815		$	37,356
Maximum amount outstanding at any month-end during the period		35,238			37,082			39,812			38,975
Balance outstanding at end of period		13,112			35,090			41,632			40,058
Weighted average interest rate during the period		5.91	%		5.95	%		5.76	%		5.90	%
Weighted average interest rate at end of period		5.81	%		5.87	%		5.76	%		5.83	%

Employees

Alliance Bancorp had 73 full-time employees and 30 part-time employees at June 30, 2010. None of these employees is represented by a collective bargaining agent, and Alliance Bancorp believes that it enjoys good relations with its personnel.

Subsidiaries

Presently, Alliance Bank has three wholly-owned subsidiaries, Alliance Delaware Corp., which holds and manages certain investment securities, Alliance Financial and Investment Services LLC, which participates in commission fees, and 908 Hyatt Street LLC which owns and manages commercial real estate properties. Alliance Delaware Corp. was formed in 1999 to accommodate the transfer of certain assets that are legal investments for the Bank and to provide for a greater degree of protection to claims of creditors. The laws of the State of Delaware and the court system create a more favorable environment for the business affairs of the subsidiary. Alliance Delaware Corp. currently manages certain investments for the Bank, which, as of June 30, 2010 amounted to $57.5 million. Alliance Financial and Investment Services LLC was established in 2003 to share in commission fees from non-insured alternative investment products. 908 Hyatt Street was established in June 2010 to hold certain properties acquired through foreclosure.

Offices and Properties

At June 30, 2010, Alliance Bancorp conducted its business from its executive offices in Broomall, Pennsylvania and nine full service offices, all of which are located in southeastern Pennsylvania.

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The following table sets forth certain information with respect to the office and other properties of Alliance Bancorp at June 30, 2010.

				Net Book
				Value of
				Premises and		Amount of
Description/Address	Leased/Owned			Fixed Assets		Deposits
				(In thousands)
MAIN OFFICE
Lawrence Park		Owned		$	1,368	$	82,855
541 Lawrence Road Broomall, PA 19008
BRANCH OFFICES
Upper Darby		Leased	(1)		226		41,410
69th and Walnut Sts Upper Darby, PA 19082
Secane		Leased	(2)		125		63,999
925 Providence Road Secane, PA 19018
Newtown Square		Leased	(3)		21		32,721
252 & West Chester Pike Newtown Square, PA 19073
Havertown		Leased	(4)		87		53,740
500 E. Township Line Road Havertown, PA 19083
Lansdowne		Owned			208		25,368
9 E. Baltimore Pike Lansdowne, PA 19050
Springfield		Leased	(5)		402		42,428
153 Saxer Avenue Springfield, PA 19064
Shoppes at Britton Lake		Leased	(6)		106		27,323
979 Baltimore Pike Glen Mills, PA 19342
Paoli Shopping Center		Leased	(7)		29		11,366
82 E. Lancaster Ave. Paoli, PA 19301

(1)	The lease expires in February 2017 with two successive options to extend the lease for five years each.
(2)	The lease expires in April 2011 with one remaining option to extend the lease for ten years. We currently intend to exercise this option.
(3)	The building is owned but the ground is leased. The lease expires in June 2011 with one remaining option to extend the lease for five years each. We currently intend to exercise this option.
(4)	The lease expires in January 2011 with two successive options to extend the lease for five years each. We currently intend to exercise this option.
(5)	Property is owned by Alliance Mutual Holding Company. The lease expires in September 2015.
(6)	The lease expires in January 2021 with two successive options to extend the lease for five years each.
(7)	The lease expires May 2012.

In addition to the Springfield branch office of Alliance Bank, Alliance Mutual Holding Company owns an approximate 10 acre parcel of land located in Chester County, Pennsylvania, which had a carrying value of $1.6 million June 30, 2010, and which is expected to be sold to a third party within the next six to 12 months.

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Legal Proceedings

On May 14, 2010, Alliance Bank filed a complaint against New Century Bank in the United States District Court for the Eastern District of Pennsylvania claiming trademark infringement, false designation of origin and unfair competition due to New Century Bank’s unauthorized adoption and use of Alliance Bank’s registered trademark of “Customer First”^® in connection with providing banking and financial services, including doing business under the name “Customer 1st Bank.” Alliance Bank sought to enjoin New Century Bank from the use of its trademark as well as unspecified monetary damages. In its answer to the complaint, New Century Bank filed a counterclaim against Alliance Bank alleging that the trademark is invalid.

On July 27, 2010, the District Court, following an evidentiary hearing and oral argument, found that Alliance Bank was likely to succeed on the merits of the trademark infringement case at trial and granted Alliance Bank’s motion for a preliminary injunction against New Century Bank prohibiting its use of the name Customer First or any similar name and requiring New Century Bank to immediately modify its signage and cease using the name Customer 1^st Bank in its branches or otherwise using or disseminating marketing and promotional materials that uses or features the mark Customers 1st and/or Customers 1st Bank or any logo, trade name or trademark which incorporates such mark. Following entry of the preliminary injunction, the parties entered into a settlement agreement whereby New Century Bank agreed to permanently cease all use of the Customer First name or any similar name, withdraw its trademark applications for use of such names and transfer the registration of all related domain names to Alliance Bank, and Alliance Bank agreed to withdraw all other claims under the lawsuit.

REGULATION

General

Alliance Bancorp and Alliance Mutual Holding Company, as federally-chartered savings and loan holding companies, are required to file certain reports with, and are subject to examination by, and otherwise must comply with the rules and regulations of the OTS. Alliance Bancorp is also subject to the rules and regulations of the SEC under the federal securities laws.

Alliance Bank is a Pennsylvania-chartered savings bank and is subject to extensive regulation and examination by the Pennsylvania Department of Banking and by the FDIC, and is also subject to certain requirements established by the Federal Reserve Board. The federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the payment of dividends, the timing of the availability of deposited funds and the nature and amount of and collateral for certain loans. There are periodic examinations by the Pennsylvania Department of Banking and the FDIC to test Alliance Bank’s compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and 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 regulation, whether by the Pennsylvania Department of Banking, the FDIC or the Congress could have a material adverse impact on Alliance Bancorp, Alliance Bank and Alliance Mutual Holding Company and their operations.

Under the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, the powers of the Office of Thrift Supervision regarding Alliance Mutual Holding Company and Alliance Bancorp will transfer to other federal financial institution regulatory agencies on July 21, 2011, unless extended up to an additional six months. See “— Recently Enacted Regulatory Reform.” All of the regulatory functions related to Alliance Bancorp and Alliance Mutual Holding Company, as savings and loan holding companies that are currently under the jurisdiction of the Office of Thrift Supervision, will transfer to the Federal Reserve Board.

Certain of the regulatory requirements that are or will be applicable to Alliance Bank, Alliance Bancorp and Alliance Mutual Holding Company are described below. This description of statutes and regulations is not

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intended to be a complete explanation of such statutes and regulations and their effects on Alliance Bank, Alliance Bancorp and Alliance Mutual Holding Company and is qualified in its entirety by reference to the actual statutes and regulations.

Recently Enacted Regulatory Reform

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The financial reform and consumer protection act imposes new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. In addition, the new law changes the jurisdictions of existing bank regulatory agencies and in particular transfers the regulation of federal savings associations from the Office of Thrift Supervision to the Office of Comptroller of the Currency, effective one year from the effective date of the legislation, with a potential extension up to six months. Savings and loan holding companies will be regulated by the Federal Reserve Board. The new law also establishes an independent federal consumer protection bureau within the Federal Reserve Board. The following discussion summarizes significant aspects of the new law that may affect Alliance Bank, Alliance Mutual Holding Company and Alliance Bancorp. Regulations implementing these changes have not been promulgated, so we cannot determine the full impact on our business and operations at this time.

The following aspects of the financial reform and consumer protection act are related to the operations of Alliance Bank:

•  A new independent consumer financial protection bureau will be established within the Federal Reserve Board, empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws. Smaller financial institutions, like Alliance Bank, will be subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws.

•  Tier 1 capital treatment for “hybrid” capital items like trust preferred securities is eliminated subject to various grandfathering and transition rules.

•  The current prohibition on payment of interest on demand deposits was repealed, effective July 21, 2011.

•  Deposit insurance is permanently increased to $250,000 and unlimited deposit insurance for non-interest-bearing transaction accounts extended through January 1, 2013.

•  The deposit insurance assessment base calculation will equal the depository institution’s total assets minus the sum of its average tangible equity during the assessment period.

•  The minimum reserve ratio of the Deposit Insurance Fund increased to 1.35 percent of estimated annual insured deposits or assessment base; however, the Federal Deposit Insurance Corporation is directed to “offset the effect” of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion.

The following aspects of the financial reform and consumer protection act are related to the operations of Alliance Bancorp and Alliance Mutual Holding Company:

•  Authority over savings and loan holding companies will transfer to the Federal Reserve Board.

•  Leverage capital requirements and risk based capital requirements applicable to depository institutions and bank holding companies will be extended to thrift holding companies.

•  The Federal Deposit Insurance Act was amended to direct federal regulators to require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries.

•  The Securities and Exchange Commission is authorized to adopt rules requiring public companies to make their proxy materials available to shareholders for nomination of their own candidates for election to the board of directors.

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•  Public companies will be required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a “say on pay” vote every one, two or three years.

•  A separate, non-binding shareholder vote will be required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments.

•  Securities exchanges will be required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain “significant” matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant.

•  Stock exchanges will be prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information.

•  Disclosure in annual proxy materials will be required concerning the relationship between the executive compensation paid and the financial performance of the issuer.

•  Item 402 of Regulation S-K will be amended to require companies to disclose the ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all other employees.

•  Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Regulation of Alliance Bank

Pennsylvania Banking Law.  The Pennsylvania Banking Code of 1965 (the “Banking Code”) contains detailed provisions governing the organization, location of offices, rights and responsibilities of directors, officers, employees and members, as well as corporate powers, savings and investment operations and other aspects of Alliance Bank and its affairs. The Banking Code delegates extensive rulemaking power and administrative discretion to the Pennsylvania Department of Banking so that the supervision and regulation of state-chartered savings banks may be flexible and readily responsive to changes in economic conditions and in savings and lending practices.

One of the purposes of the Banking Code is to provide savings banks with the opportunity to be competitive with each other and with other financial institutions existing under other Pennsylvania laws and other state, federal and foreign laws. A Pennsylvania savings bank may locate or change the location of its principal place of business and establish an office anywhere in the Commonwealth, with the prior approval of the Pennsylvania Department of Banking.

The Pennsylvania Department of Banking generally examines each savings bank not less frequently than once every two years. The Pennsylvania Department of Banking may accept the examinations and reports of the FDIC in lieu of its own examination, the present practice is for the Pennsylvania Department of Banking to alternate with the FDIC. The Pennsylvania Department of Banking may order any savings bank to discontinue any violation of law or unsafe or unsound business practice and may direct any director, trustee, officer, attorney or employee of a savings bank engaged in an objectionable activity, after the Pennsylvania Department of Banking has ordered the activity to be terminated, to show cause at a hearing before the Pennsylvania Department of Banking why such person should not be removed.

Insurance of Accounts.  The deposits of Alliance Bank are insured to the maximum extent permitted by the Deposit Insurance Fund and are backed by the full faith and credit of the U.S. Government. As insurer, the Federal Deposit Insurance Corporation is authorized to conduct examinations of, and to require reporting

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by, insured institutions. It also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious threat to the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation also has the authority to initiate enforcement actions against savings institutions.

The recently enacted financial institution reform legislation permanently increased deposit insurance on most accounts to $250,000. In addition, pursuant to Section 13(c)(4)(G) of the Federal Deposit Insurance Act, the Federal Deposit Insurance Corporation has implemented two temporary programs to provide deposit insurance for the full amount of most non-interest bearing transaction deposit accounts through the end of 2013 and to guarantee certain unsecured debt of financial institutions and their holding companies through December 2012. For non-interest bearing transaction deposit accounts, including accounts swept from a non-interest bearing transaction account into a non-interest bearing savings deposit account, a 10 basis point annual rate surcharge will be applied to deposit amounts in excess of $250,000. Financial institutions could have opted out of either or both of these programs. We did not opt out of the temporary liquidity guarantee program; however, we do not expect that the assessment surcharge will have a material impact on our results of operations.

The Federal Deposit Insurance Corporation’s risk-based premium system provides for quarterly assessments. Each insured institution is placed in one of four risk categories depending on supervisory and capital considerations. Within its risk category, an institution is assigned to an initial base assessment rate which is then adjusted to determine its final assessment rate based on its brokered deposits, secured liabilities and unsecured debt. Assessment rates range from seven to 77.5 basis points, with less risky institutions paying lower assessments.

In 2009, the Federal Deposit Insurance Corporation collected a five basis point special assessment on each insured depository institution’s assets minus its Tier 1 capital as of June 30, 2009. The amount of our special assessment, which was paid on September 30, 2009, was an additional expense of $195,000.

In 2009, the Federal Deposit Insurance Corporation also required insured deposit institutions on December 30, 2009 to prepay 13 quarters of estimated insurance assessments. Our prepayment totaled approximately $2.3 million. Unlike a special assessment, this prepayment did not immediately affect bank earnings. Banks will book the prepaid assessment as a non-earning asset and record the actual risk-based premium payments at the end of each quarter.

In addition, all institutions with deposits insured by the Federal Deposit Insurance Corporation are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established to recapitalize the predecessor to the Deposit Insurance Fund. These assessments will continue until the Financing Corporation bonds mature in 2019.

The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. Management is not aware of any existing circumstances which could result in termination of the Bank’s deposit insurance.

Capital Requirements.  The FDIC has promulgated regulations and adopted a statement of policy regarding the capital adequacy of state-chartered banks which, like Alliance Bank, are not members of the Federal Reserve System. These requirements are substantially similar to those adopted by the Federal Reserve Board regarding bank holding companies.

The FDIC’s capital regulations establish a minimum 3.0% Tier I leverage capital requirement for the most highly-rated state-chartered, non-member banks. An additional cushion of at least 100 basis points is required for all other state-chartered, non-member banks, which effectively increases their minimum Tier I

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leverage ratio to 4.0% or more. Under the FDIC’s regulation, the most highly-rated banks are those that the FDIC determines are not anticipating or experiencing significant growth and have well diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity, good earnings and, in general, which are considered a strong banking organization and are rated composite 1 under the Uniform Financial Institutions Rating System. Leverage or core capital is defined as the sum of common stockholders’ equity (including retained earnings), noncumulative perpetual preferred stock and related surplus, and minority interests in consolidated subsidiaries, minus all intangible assets other than certain qualifying supervisory goodwill and certain purchased mortgage servicing rights.

The FDIC also requires that savings banks meet a risk-based capital standard. The risk-based capital standard for savings banks requires the maintenance of total capital (which is defined as Tier I capital and supplementary (Tier 2) capital) to risk weighted assets of 8%. In determining the amount of risk-weighted assets, all assets, plus certain off balance sheet assets, are multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes are inherent in the type of asset or item. The components of Tier I capital are equivalent to those discussed above under the 3% leverage capital standard. The components of supplementary capital include certain perpetual preferred stock, certain mandatory convertible securities, certain subordinated debt and intermediate preferred stock and general allowances for loan and lease losses. Allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of capital counted toward supplementary capital cannot exceed 100% of core capital.

Alliance Bank is also subject to more stringent Pennsylvania Department of Banking capital guidelines. Although not adopted in regulation form, the Department utilizes capital standards requiring a minimum of 6% leverage capital and 10% risk-based capital. The components of leverage and risk-based capital are substantially the same as those defined by the FDIC. At June 30, 2010, Alliance Bank’s capital ratios exceeded each of its capital requirements.

Prompt Corrective Action.  The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action regulations.

	Total	Tier 1	Tier 1
Capital Category	Risk-based Capital	Risk-based Capital	Leverage Capital
Well capitalized	10% or more	6% or more	5% or more
Adequately capitalized	8% or more	4% or more	4% or more
Undercapitalized	Less than 8%	Less than 4%	Less than 4%
Significantly undercapitalized	Less than 6%	Less than 3%	Less than 3%

In addition, an institution is “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a federal banking agency may reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not reclassify a significantly undercapitalized institution as critically undercapitalized).

An institution generally must file a written capital restoration plan which meets specified requirements within 45 days of the date that the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the agency. An institution which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. In addition, undercapitalized institutions are subject to various regulatory restrictions, and the appropriate federal banking agency also may take any number of discretionary supervisory actions.

At June 30, 2010, Alliance Bank was deemed a well capitalized institution for purposes of the prompt corrective action regulations and as such is not subject to the above mentioned restrictions.

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Activities and Investments of Insured State-Chartered Banks.  The activities and equity investments of FDIC-insured, state-chartered banks are generally limited to those that are permissible for national banks. Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank. An insured state bank is not prohibited from, among other things:

•  acquiring or retaining a majority interest in a subsidiary;

•  investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets;

•  acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions; and

•  acquiring or retaining the voting shares of a depository institution if certain requirements are met.

The FDIC has adopted regulations pertaining to the other activity restrictions imposed upon insured state banks and their subsidiaries. Pursuant to such regulations, insured state banks engaging in impermissible activities may seek approval from the FDIC to continue such activities. State banks not engaging in such activities but that desire to engage in otherwise impermissible activities either directly or through a subsidiary may apply for approval from the FDIC to do so; however, if such bank fails to meet the minimum capital requirements or the activities present a significant risk to the FDIC insurance funds, such application will not be approved by the FDIC. Pursuant to this authority, the FDIC has determined that investments in certain majority-owned subsidiaries of insured state banks do not represent a significant risk to the deposit insurance funds. Investments permitted under that authority include real estate activities and securities activities.

Restrictions on Capital Distributions.  Office of Thrift Supervision regulations govern capital distributions by savings institutions, which include cash dividends, stock repurchases and other transactions charged to the capital account of a savings institution to make capital distributions. These regulations apply to Alliance Mutual Holding Company and Alliance Bancorp. Under applicable regulations, a savings institution must file an application for Office of Thrift Supervision approval of the capital distribution if:

•  the total capital distributions for the applicable calendar year exceed the sum of the institution’s net income for that year to date plus the institution’s retained net income for the preceding two years;

•  the institution would not be at least adequately capitalized following the distribution;

•  the distribution would violate any applicable statute, regulation, agreement or Office of Thrift Supervision-imposed condition; or

•  the institution is not eligible for expedited treatment of its filings with the Office of Thrift Supervision.

If an application is not required to be filed, savings institutions such as Alliance Bank which are a subsidiary of a holding company (as well as certain other institutions) must still file a notice with the Office of Thrift Supervision at least 30 days before the board of directors declares a dividend or approves a capital distribution.

An institution that either before or after a proposed capital distribution fails to meet its then applicable minimum capital requirement or that has been notified that it needs more than normal supervision may not make any capital distributions without the prior written approval of the Office of Thrift Supervision. In addition, the Office of Thrift Supervision may prohibit a proposed capital distribution, which would otherwise be permitted by Office of Thrift Supervision regulations, if the Office of Thrift Supervision determines that such distribution would constitute an unsafe or unsound practice.

Under federal rules, an insured depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it is already undercapitalized. In addition, federal regulators have the authority to restrict or prohibit the payment of dividends for safety and soundness reasons. The FDIC also

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prohibits an insured depository institution from paying dividends on its capital stock or interest on its capital notes or debentures (if such interest is required to be paid only out of net profits) or distributing any of its capital assets while it remains in default in the payment of any assessment due the FDIC. Alliance Bank is currently not in default in any assessment payment to the FDIC. Pennsylvania law also restricts the payment and amount of dividends, including the requirement that dividends be paid only out of accumulated net earnings.

Privacy Requirements of the Gramm-Leach-Bliley Act.  Federal law places limitations on financial institution like Alliance Bank regarding the sharing of consumer financial information with unaffiliated third parties. Specifically, these provisions require 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 personal financial information with unaffiliated third parties. Alliance Bank currently has a privacy protection policy in place and believes such policy is in compliance with the regulations.

Anti-Money Laundering.  Federal anti-money laundering rules impose various requirements on financial institutions intends to prevent the use of the U.S. financial system to fund terrorist activities. These provision include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such compliance programs supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations. Alliance Bank has established policies and procedures to ensure compliance with the federal anti-laundering provisions.

Regulatory Enforcement Authority.  Applicable banking laws include substantial enforcement powers available to federal banking regulators. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties, as defined. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.

Community Reinvestment Act.  All insured depository institutions have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. An institution’s failure to comply with the provisions of the Community Reinvestment Act could result in restrictions on its activities. Alliance Bank received a “satisfactory” Community Reinvestment Act rating in its most recently completed examination.

Federal Home Loan Bank System.  Alliance Bank is a member of the Federal Home Loan Bank of Pittsburgh, which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the Federal Home Loan Bank.

As a member, Alliance Bank is required to purchase and maintain stock in the Federal Home Loan Bank of Pittsburgh in an amount in accordance with the Federal Home Loan Bank’s capital plan and sufficient to ensure that the Federal Home Loan Bank remains in compliance with its minimum capital requirements. At June 30, 2010, Alliance Bank was in compliance with this requirement.

Federal Reserve Board System.  The Federal Reserve Board requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts, which are primarily checking and NOW accounts, and non-personal time deposits. The balances maintained to meet the reserve requirements imposed by the Federal Reserve Board may be used to satisfy the liquidity requirements that are imposed by the Pennsylvania Department of Banking. At June 30, 2010, Alliance Bank was in compliance with these reserve requirements.

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Regulation of Alliance Bancorp and Alliance Mutual Holding Company

General.  Alliance Bancorp and Alliance Mutual Holding Company are subject to regulation as savings and loan holding companies under the Home Owners’ Loan Act, as amended, instead of being subject to regulation as bank holding companies under the Bank Holding Company Act of 1956 because Alliance Bank has made an election under Section 10(l) of the Home Owners’ Loan Act to be treated as a “savings association” for purposes of Section 10 of the Home Owners’ Loan Act. As a result, Alliance Bancorp and Alliance Mutual Holding Company registered with the Office of Thrift Supervision and are subject to Office of Thrift Supervision regulations, examinations, supervision and reporting requirements relating to savings and loan holding companies. As a subsidiary of a savings and loan holding company, Alliance Bank is subject to certain restrictions in its dealings with Alliance Bancorp and Alliance Mutual Holding Company and affiliates thereof.

Federal Securities Laws.  Alliance Bancorp’s common stock is registered with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934. Alliance Bancorp is subject to the proxy and tender offer rules, insider trading reporting requirements and restrictions, and certain other requirements under the Securities Exchange Act of 1934. As part of the conversion, Alliance Bancorp — New will register under the Exchange Act and be subject to the same Exchange Act rules currently applicable to Alliance Bancorp. Alliance Bancorp — New has filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933 for its common stock to be issued in the conversion and offering. If our new common stock is listed on the Nasdaq Global Market, our common stock will be deemed registered under Section 12(b) of the Securities and Exchange Act of 1934. Pursuant to Office of Thrift Supervision regulations and our plan of conversion and reorganization, we have agreed to maintain such registration for a minimum of three years following the conversion and offering.

The Sarbanes-Oxley Act.  As a public company, Alliance Bancorp is subject to the Sarbanes-Oxley Act of 2002 which 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, our principal executive officer and principal financial officer are required to certify that our 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 have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting.

Restrictions Applicable to Alliance Bancorp and Alliance Mutual Holding Company.  Because Alliance Bancorp and Alliance Mutual Holding Company operate under federal charters issued by the Office of Thrift Supervision under Section 10(o) of the Home Owners’ Loan Act, they are permitted to engage only in the following activities:

•  investing in the stock of a savings institution;

•  acquiring a mutual association through the merger of such association into a savings institution subsidiary of such holding company or an interim savings institution subsidiary of such holding company;

•  merging with or acquiring another holding company, one of whose subsidiaries is a savings institution;

•  investing in a corporation, the capital stock of which is available for purchase by a savings institution under federal law or under the law of any state where the subsidiary savings institution or association is located; and

•  the permissible activities described below for non-grandfathered savings and loan holding companies.

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Generally, companies that become savings and loan holding companies following the May 4, 1999 grandfather date in the Gramm-Leach-Bliley Act of 1999 may engage only in the activities permitted for financial institution holding companies or for multiple savings and loan holding companies.

If a mutual holding company or a mutual holding company subsidiary holding company acquires, is acquired by, or merges with another holding company that engages in any impermissible activity or holds any impermissible investment, it has a period of two years to cease any non-conforming activities and divest any non-conforming investments. As of the date hereof, neither Alliance Mutual Holding Company nor Alliance Bank was engaged in any non-conforming activities and neither had any non-conforming investments.

All savings associations subsidiaries of savings and loan holding companies are required to meet a qualified thrift lender, or QTL, test to avoid certain restrictions on their operations. If the subsidiary savings institution fails to meet the QTL, as discussed below, then the savings and loan holding company must register with the Federal Reserve Board as a bank holding company, unless the savings institution requalifies as a QTL within one year thereafter.

Qualified Thrift Lender Test.  A savings association can comply with the QTL test by either qualifying as a domestic building and loan association as defined in the Internal Revenue Code or meeting the Office of Thrift Supervision QTL test. A savings bank subsidiary of a savings and loan holding company that does not comply with the QTL test must comply with the following restrictions on its operations:

•  the institution may not engage in any new activity or make any new investment, directly or indirectly, unless such activity or investment is permissible for a national bank;

•  the branching powers of the institution shall be restricted to those of a national bank; and

•  payment of dividends by the institution shall be subject to the rules regarding payment of dividends by a national bank.

Upon the expiration of three years from the date the institution ceases to meet the Qualified Thrift Lender test, it must cease any activity and not retain any investment not permissible for a national bank (subject to safety and soundness considerations).

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, a savings institution not in compliance with the QTL test is also prohibited from paying dividends and is subject to an enforcement action for violation of the Home Owners’ Loan Act, as amended.

Alliance Bank believes that it meets the provisions of the Qualified Thrift Lender test.

Limitations on Transactions with Affiliates.  Transactions between savings institutions and any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a savings institution is any company or entity which controls, is controlled by or is under common control with the savings institution. In a mutual holding company context, the mutual holding company and mid-tier holding company of a savings institution (such as Alliance Bancorp and Alliance Mutual Holding Company) and any companies which are controlled by such holding companies are affiliates of the savings institution. Generally, Section 23A limits the extent to which the savings institution or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23B applies to “covered transactions” as well as certain other transactions and requires that all transactions be on terms substantially the same, or at least as favorable, to the savings institution as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from and issuance of a guarantee to an affiliate and similar transactions. Section 23B transactions also include the provision of services and the sale of assets by a savings institution to an affiliate. In addition to the restrictions imposed by Sections 23A and 23B, Section 11 of the Home Owners’ Loan Act prohibits a savings institution from (i) making a loan or other extension of credit to an affiliate, except for any affiliate which engages only in certain activities which are permissible for bank holding companies, or (ii) purchasing or investing in any stocks, bonds, debentures, notes or similar obligations of any affiliate, except for affiliates which are subsidiaries of the savings institution.

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In addition, Sections 22(g) and (h) of the Federal Reserve Act place restrictions on loans to executive officers, directors and principal stockholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% stockholder of a savings institution, and certain affiliated interests of either, may not exceed, together with all other outstanding loans to such person and affiliated interests, the savings institution’s loans to one borrower limit (generally equal to 15% of the institution’s unimpaired capital and surplus). Section 22(h) also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution. Section 22(h) also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a savings institution to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers. At June 30, 2010, Alliance Bank was in compliance with the above restrictions.

Restrictions on Acquisitions.  Except under limited circumstances, savings and loan holding companies are prohibited from acquiring, without prior approval of the Director of the Office of Thrift Supervision, (i) control of any other savings institution or savings and loan holding company or substantially all the assets thereof or (ii) more than 5% of the voting shares of a savings institution or holding company thereof which is not a subsidiary. Except with the prior approval of the Director, no director or officer of a savings and loan holding company or person owning or controlling by proxy or otherwise more than 25% of such company’s stock, may acquire control of any savings institution, other than a subsidiary savings institution, or of any other savings and loan holding company.

The Director of the Office of Thrift Supervision may only approve acquisitions resulting in the formation of a multiple savings and loan holding company which controls savings institutions in more than one state if (i) the multiple savings and loan holding company involved controls a savings institution which operated a home or branch office located in the state of the institution to be acquired as of March 5, 1987; (ii) the acquirer is authorized to acquire control of the savings institution pursuant to the emergency acquisition provisions of the Federal Deposit Insurance Act ; or (iii) the statutes of the state in which the institution to be acquired is located specifically permit institutions to be acquired by the state-chartered institutions or savings and loan holding companies located in the state where the acquiring entity is located (or by a holding company that controls such state-chartered savings institutions).

TAXATION

General.  Alliance Bancorp, Alliance Mutual Holding Company and Alliance Bank are subject to federal income tax provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations with some exceptions listed below. For federal income tax purposes, Alliance Bancorp files a consolidated federal income tax return with its wholly owned subsidiaries on a fiscal year basis. The applicable federal income tax expense or benefit will be properly allocated to each subsidiary based upon taxable income or loss calculated on a separate company basis.

Method of Accounting.  For federal income tax purposes, income and expenses are reported on the accrual method of accounting and Alliance Bancorp files its federal income tax return using a December 31 calendar year end.

Bad Debt Reserves.  The Small Business Job Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995. Prior to that time, Alliance Bank was permitted to establish a reserve for bad debts and to make additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at taxable income. As a result of the Small Business Job Protection Act, savings associations must use the specific chargeoff method in computing their bad debt deduction beginning with their 1996 federal tax return.

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Taxable Distributions and Recapture.  Prior to the Small Business Job Protection Act, bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if Alliance Bank failed to meet certain thrift asset and definitional tests. New federal legislation eliminated these thrift related recapture rules. However, under current law, pre-1988 reserves remain subject to recapture should Alliance Bank make certain non-dividend distributions or cease to maintain a savings bank charter.

At June 30, 2010, Alliance Bank’s total federal pre-1988 reserve was approximately $7.1 million. The reserve reflects the cumulative effects of federal tax deductions for which no federal income tax provisions have been made.

Minimum Tax.  The Internal Revenue Code imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences (“alternative minimum taxable income” or “AMTI”). The AMT is payable to the extent such AMTI is in excess of an exemption amount. Net operating losses can offset no more than 90% of AMTI. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. Alliance Bank has been subject to the AMT and as of June 30, 2010, had $1.3 million of AMT available as credit for carryover purposes.

Net Operating Loss Carryovers.  Net operating losses incurred in taxable years beginning before August 6, 1997 may be carried back to the three preceding taxable years and forward to the succeeding 15 taxable years. For net operating losses in years beginning after August 5, 1997, other than 2001 and 2002, such net operating losses can be carried back to the two preceding taxable years and forward to the succeeding 20 taxable years. Net operating losses arising in 2001 or 2002 may be carried back five years and may be carried forward 20 years. Special rules enacted in 2009 permit certain electing small business taxpayers to carryback a 2008 net operating loss for a period of three, four or five years to offset taxable income in those preceding taxable years. At June 30, 2010, Alliance Bank had no net operating loss carryforwards respectively, for federal income tax purposes.

Corporate Dividends-Received Deduction.  Alliance Bancorp may exclude from income 100% of dividends received from a member of the same affiliated group of corporations. The corporate dividends received deduction is 80% in the case of dividends received from corporations, which a corporate recipient owns less than 80%, but at least 20% of the distribution corporation. Corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received.

Pennsylvania Taxation.  Alliance Bancorp is subject to the Pennsylvania Corporate Net Income Tax and Capital Stock and Franchise Tax. The Corporation Net Income Tax rate for fiscal 2009, 2008, and 2007 is 9.99% and is imposed on unconsolidated taxable income for federal purposes with certain adjustments. In general, the Capital Stock Tax is a property tax imposed at the rate of approximately 0.289% (for 2009) of a corporation’s capital stock value, which is determined in accordance with a fixed formula based upon average net income and net worth.

Alliance Bank is subject to tax under the Pennsylvania Mutual Thrift Institutions Tax Act (the “MTIT”), as amended to include thrift institutions having capital stock. Pursuant to the MTIT, the tax rate is 11.5%. The MTIT exempts Alliance Bank from other taxes imposed by the Commonwealth of Pennsylvania for state income tax purposes and from all local taxation imposed by political subdivisions, except taxes on real estate and real estate transfers. The MTIT is a tax upon net earnings, determined in accordance with U.S. generally accepted accounting principles with certain adjustments. The MTIT, in computing income under U.S. generally accepted accounting principles, allows for the deduction of interest earned on state and federal obligations, while disallowing a percentage of a thrift’s interest expense deduction in the proportion of interest income on those securities to the overall interest income of Alliance Bank. Net operating losses, if any, thereafter can be carried forward three years for MTIT purposes. At December 31, 2009, the Bank had approximately $790,000, $1.4 million, and $772,000 in NOL carryforwards expiring in 2010, 2011 and 2012, respectively, for state tax purposes.

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MANAGEMENT

Management of Alliance Bancorp — New and Alliance Bank

Board of Directors.  The board of directors of Alliance Bancorp — New will be divided into three classes, each of which will contain one-third of the board. The directors will be elected by our shareholders for staggered three-year terms, or until their successors are elected and qualified. One class of directors, consisting of Messrs. Stonier, Flatley and Meier, will have a term of office expiring at the first annual meeting of shareholders after the conversion and reorganization, a second class, consisting of Messrs. Cotter, Hecht and Raggi, will have a term of office expiring at the second annual meeting of shareholders and a third class, consisting of Messrs. Cirucci, Rainer and Woolard will have a term of office expiring at the third annual meeting of shareholders.

The following table sets forth certain information regarding the persons who serve as directors of Alliance Bancorp — New, all of whom currently serve as directors of Alliance Bancorp and Alliance Bank. Ages are reflected as of June 30, 2010.

			Principal Occupation During	Year Term		Director
Name	Age		the Past Five Years/Public Directorships	Expires		Since(1)
J. William Cotter, Jr.		67	Chairman and a partner in Title Alliance, Ltd., a management company located in Media, Pennsylvania. Also the owner of Real Alliances, LLC, a consulting company located in Media, Pennsylvania, and a Director of J.M. Oliver Heating and Air Conditioning Company, Morton, Pennsylvania. Also serves as a director of Aklero, Radnor, Pennsylvania, a company which reviews and reports on the accuracy of mortgage files. Previously, Mr. Cotter served as Chief Executive Officer of T.A. Title Insurance Co., Media, Pennsylvania from 1979 until his retirement in December 2006.		2012		1986
Dennis D. Cirucci		59	President and Chief Executive Officer of Alliance Bancorp since January 2007 and Chief Executive Officer of Alliance Bank since April 2005 and President of Alliance Bank since April 2003. Also the Chief Operating Officer of Alliance Bank between April 1997 and April 2005 and Executive Vice President of Alliance Bank between April 1997 and April 2003. Between January 1993 and April 1997, served as Executive Vice President, Treasurer and Chief Financial Officer of Alliance Bank. Between 1983 and 1993, served as Alliance Bank’s Treasurer and Chief Financial Officer. Prior thereto, employed as a certified public accountant with the accounting firm of Deloitte & Touche LLP.		2013(2)		1995
Timothy E. Flatley		51	President, Owner and Founder of Sterling Investment Advisors, Ltd. since 2000.		2011		2005
William E. Hecht		63	Chairman of the Board of Alliance Bancorp since April 2000. Served as Chief Executive Officer of Alliance Bank between January 1990 and April 2005. Also, served as President of Alliance Bank between January 1, 1990 and April 2003. Prior thereto, was Senior Vice President and served Alliance Bank in various positions beginning in 1972.		2012		1988

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			Principal Occupation During	Year Term		Director
Name	Age		the Past Five Years/Public Directorships	Expires		Since(1)
Peter J. Meier		55	Executive Vice President and Chief Financial Officer of Alliance Bancorp since January 2007 and Executive Vice President of Alliance Bank since April 2003 and Chief Financial Officer of Alliance Bank since April 1997. Also served as Senior Vice President of Alliance Bank between April 1997 and April 2003. Joined Alliance Bank in 1995 as Vice President of Finance. Prior to joining Alliance Bank, employed by other financial institutions and also worked at Deloitte & Touche LLP in public accounting specializing in financial institutions.		2011		2005
G. Bradley Rainer		63	Partner in the law firm of Reger Rizzo & Darnall LLP, Philadelphia, Pennsylvania. Mr. Rainer chairs the Estates and Trusts Department of the firm and practices primarily in the estate planning and business areas. From 1993 until 2007, was a principal in the law firm of Eckell Sparks Levy Auerbach Monte Rainer & Sloane, P.C., Media, Pennsylvania. Also is an adjunct professor at Temple University School of Law, where he teaches Transactional Practice, a seminar course integrating business law, trusts and estates law and professional responsibility and Planning for the Family that Owns and Operates a Business, a Masters program course.		2013		2003
John A. Raggi		67	Vice President of Sales, Alcom Printing Group, Broomall, Pennsylvania, since 1962.		2012		1992
Philip K. Stonier		70	Self-employed as an Individual Practitioner Business Consultant and Tax Preparer since June 2000. Prior thereto, the Treasurer, Financial Vice President and Chief Operating Officer for A&L Handles, Inc., Pottstown, Pennsylvania since 1981. A&L Handles, Inc. develops and manufactures caps and handles for tools. Prior to 1981, Mr. Stonier served as a partner in a small accounting firm.		2011		2002
R. Cheston Woolard		57	Managing partner of Woolard, Krajnik, Masciangelo, LLP, a certified public accounting firm with offices in Montgomery and Chester Counties, Pennsylvania. Member of the American and Pennsylvania Institutes of Certified Public Accountants and the Affordable Housing Association of Certified Public Accountants. Also Chairman of the West Whiteland Municipal Services Commission and Treasurer of the Downingtown Area Regional Authority.		2013		2004

(1)	Includes service as a director of Alliance Bank.
(2)	Mr. Cirucci currently serves as a director of Alliance Bancorp in the class whose terms are scheduled to expire in 2011. In order to make the number of directors in each class of Alliance Bancorp — New as nearly equal as possible, as required by the bylaws, Mr. Cirucci has been appointed to the class of 2013.

Director Compensation.  During the year ended December 31, 2009 each non-employee member of the board of directors of Alliance Bancorp received $900 for each meeting attended. In addition, Mr. Hecht, as Chairman of the Board, received an annual retainer of $60,000 and each non-employee director, including Mr. Hecht, received an annual retainer of $11,000. The committee chairman and non-employee board

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members received an additional fee of $600 and $500, respectively, for each committee meeting attended in 2009, except that the chairman of the audit committee received $750 for each meeting attended. The Chairman of the Board receives no committee fees.

The table below summarizes the total compensation paid to the non-employee directors of Alliance Bancorp for the fiscal year ended December 31, 2009.

	Fees Earned
	or Paid in		All Other
Name	Cash		Compensation(1)			Total
James S. Carr(2)	$	24,500	$	1,800		$	26,300
J. William Cotter, Jr.		25,500		1,800			27,300
Timothy E. Flatley		23,900		1,800			25,700
William E. Hecht		81,800		134,451	(3)		216,251
John A. Raggi		22,800		1,800			24,600
G. Bradley Rainer		25,600		1,800			27,400
Philip K. Stonier		26,400		1,800			28,200
R. Cheston Woolard		24,300		1,800			26,100

(1)	Includes an allocation to each non-employee director of $1,800 under the Alliance Mutual Holding Company Directors’ Retirement Plan.
(2)	Mr. Carr resigned as a director in June 2010.
(3)	Includes the annual payment of $104,016 pursuant to Mr. Hecht’s supplemental executive retirement plan, post-retirement health insurance premiums of $14,745, life insurance premiums, club dues and automobile expenses.

Directors’ Retirement Plan.  The Alliance Mutual Holding Company Directors’ Retirement Plan and Trust Agreement was adopted in order to provide retirement benefits to non-employee directors who have provided expertise in enabling Alliance Mutual Holding Company, Alliance Bank and Alliance Bancorp to experience successful growth and development.

Each current and future non-employee member of the board of directors of Alliance Mutual Holding Company, Alliance Bank and Alliance Bancorp is eligible to participate in the Directors’ Retirement Plan, which provides directors with an accrued benefit in an amount equal to the number of months served as a director multiplied by $150. For purposes of determining a director’s accrued benefit, months of service prior to the adoption of the Directors’ Retirement Plan were recognized. The Directors’ Retirement Plan provides that trust may be used to fund its obligations. The amount of the retirement benefit actually received under the Directors’ Retirement Plan shall equal the value of the investments on behalf of such individual as reflected in his account balance.

Under the Directors’ Retirement Plan Trust, the trustee is given limited investment choices. Specifically, the trustee may invest trust assets in common stock of Alliance Bancorp, interest bearing accounts at Alliance Bank, including certificates of deposit with Alliance Bank, U.S. governmental securities and agencies thereof and funds that invest in such securities. The trust also allows the trustee to establish investment options consistent with the foregoing investment authority which Alliance Mutual Holding Company may provide to its directors so that they may express their investment preferences. The trustee, however, retains ultimate investment authority over trust assets. The trustee is an independent third party trustee with respect to Alliance Mutual Holding Company.

A director shall receive his retirement benefit in the form of a lump sum payment on his retirement date, which is the first day of the quarter following the date of his retirement from service as a member of the board of directors. The Directors’ Retirement Plan provides that if a director dies prior to his retirement date, the director’s retirement benefit shall be paid to the director’s designated beneficiary, and in the absence of such designated beneficiary, to the director’s estate. Following consummation of the conversion and offering, Alliance Bancorp-New will adopt and continue the Directors’ Retirement Plan.

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Retirement Agreement.  Alliance Bank entered into a Retirement Agreement with William E. Hecht, the former Chief Executive Officer of Alliance Bank. The terms of the retirement agreement provide that Alliance Bank will maintain $300,000 in life insurance coverage until age 85, provide Mr. Hecht and his spouse with medical coverage to age 65 unless he should obtain other employment which provides similar medical coverage. In addition, so long as Mr. Hecht serves as Chairman of the Board of Directors, Alliance Bank will continue to provide certain perquisites, including an office at Alliance Bank’s headquarters, club membership and an automobile.

Committees of the Board of Directors.  In connection with the completion of the conversion and reorganization, Alliance Bancorp — New will establish a nominating and corporate governance committee, a compensation committee and an audit committee, similar to those of Alliance Bancorp discussed below. All of the members of the audit committee, the nominating and corporate governance committee and the compensation committee will be independent directors as defined in the listing standards of the Nasdaq Stock Market. Such committees will operate in accordance with written charters which we expect to have available on our website at www.allianceanytime.com.

A majority of our directors are independent directors as defined in the rules of the Nasdaq Stock Market. The board of directors has determined that all of our directors except for Messrs. Cirucci and Meier are independent directors.

Board Meetings and Committees of the Board of Directors of Alliance Bancorp

Regular meetings of the board of directors of Alliance Bancorp are held on a monthly basis and special meetings of the board of directors are held from time-to-time as needed. There were 12 meetings of the board of directors of Alliance Bancorp held during 2009. No director attended fewer than 75% of the total number of meetings of the board of directors of Alliance Bancorp held during 2009 and the total number of meetings held by all committees of the board on which the director served during such year. During 2009, the board of directors of Alliance Bancorp held four separate executive sessions of solely independent directors in accordance with the listing requirements of the Nasdaq Stock Market.

The board of directors of Alliance Bancorp have established various committees, including audit, corporate governance, nominating, compensation and forward planning committees.

Audit Committee.  The audit committee engages Alliance Bancorp’s external auditor and reviews with management, the internal auditor and the external auditors Alliance Bancorp’s systems of internal control. In addition, the audit committee reviews with the external auditors and management the annual audited consolidated financial statements (including the Form 10-K), the quarterly Form 10-Q and monitors Alliance Bancorp’s adherence to accounting principles generally accepted in the United States of America for financial reporting. The audit committee currently consists of Messrs. Stonier (Chairman), Cotter, Rainer and Woolard.

All of the members of the audit committee are independent as determined by the board of directors and as defined in the Nasdaq Stock Market’s listing standards and the regulations of the SEC. Based upon its charter, the audit committee meets a minimum of four times each year. In 2009, the audit committee met in regular session four times. The audit committee reviews and reassesses this charter annually. A copy of the audit committee charter can be viewed on our website at www.allianceanytime.com.

The board of directors have determined that Mr. Stonier, the chairman of the audit committee, meets the requirements adopted by the SEC for qualification as an audit committee financial expert. An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of accounting principles generally accepted in the United States of America and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity or accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of

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internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

The identification of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than those that are imposed on such person as a member of the audit committee and the board of directors in the absence of such identification. Moreover, the identification of a person as an audit committee financial expert for purposes of the regulations of the SEC does not affect the duties, obligations or liability of any other member of the audit committee or the board of directors. Finally, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for purposes of Section 11 of the Securities Act of 1933.

Corporate Governance Committee.  Alliance Bancorp has established a corporate governance committee to, among other things, review the composition of the board, evaluate and make recommendations to the board of directors for the election of directors, recommend to the board and monitor compliance with the corporate governance guidelines established by the board and review Alliance Bancorp’s ethics and compliance program. Currently, the members of this committee are Messrs. Rainer (Chairman), Hecht and Stonier. Each of these persons is independent within the meaning of the rules of the Nasdaq Stock Market. The corporate governance committee operates pursuant to a written charter, which can be viewed on our website at www.allianceanytime.com. During 2009, the corporate governance committee met three times.

The corporate governance committee considers candidates for director suggested by its members and other directors, as well as management and shareholders. The corporate governance committee also may solicit prospective nominees identified by it. A shareholder who desires to recommend a prospective nominee for the board should notify Alliance Bancorp’s Corporate Secretary or any member of the corporate governance committee in writing with supporting material the shareholder considers appropriate.

The charter of the corporate governance committee sets forth certain criteria the committee may consider when recommending individuals for nomination as director including: (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The committee also may consider the extent to which the candidate would fill a present need on the board of directors.

Once the corporate governance committee has identified a prospective nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on the information provided to the committee with the recommendation of the prospective candidate, as well as the committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

Nominating Committee.  The nominating committee of the board of Alliance Bancorp is appointed at the January board meeting to serve for a one-year period. The nominating committee considers recommendations of the corporate governance committee for board nominees and vacancies. The nominating committee also considers whether to nominate any person nominated pursuant to the provision of the bylaws of relating to shareholder nominations. The nominating committee charter requires that each member must be independent within the meaning of the listing standards of the Nasdaq Stock Market. In addition, only those directors who are not eligible to be re-elected at an upcoming annual meeting are eligible to serve on the nominating committee. The current members of the nominating committee are Messrs. Cotter (Chairman), Hecht and Raggi. The nominating committee met one time in 2009.

Forward Planning Committee.  The forward planning committee of the board of Alliance Bancorp meets to discuss long-range planning considerations. The forward planning committee, which currently consists of Messrs. Stonier (Chairman), Cirucci, Cotter, Flatley, Meier and Hecht, met two times during 2009.

Compensation Committee.  The compensation committee of the board of Alliance Bancorp meets on a periodic basis to review senior executive compensation including salaries, bonuses, perquisites, and deferred/

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retirement compensation. In addition, the compensation committee assists the board of directors in carrying out its responsibilities with respect to overseeing the compensation policies and practices of Alliance Bancorp. The compensation committee currently consists of Messrs. Cotter (Chairman), Raggi, Rainer and Woolard. The compensation committee met two times in 2009. All of the current members of the committee are independent within the meaning of the listing standards of the Nasdaq Stock Market. No member of the compensation committee is a current or former officer or employee of Alliance Bancorp, Alliance Bank or Alliance Mutual Holding Company.

The compensation committee’s charter sets forth the responsibilities of the compensation committee and reflects such committee’s commitment to create a compensation structure that incentivizes senior management and aligns the interests of senior management with those of our shareholders. The compensation committee and the board periodically review and revise the compensation committee charter, as appropriate. The full text of the compensation committee charter is available on our website at www.allianceanytime.com. The compensation committee’s membership is determined by the board.

The compensation committee has exercised exclusive authority over the compensation paid to the President and Chief Executive Officer of Alliance Bancorp and reviews and approves salary increases and bonuses for all of the corporation’s officers as prepared and submitted to the compensation committee by the President and Chief Executive Officer. The types of compensation we offer our executives remain within the traditional categories: salary, short and long-term incentive compensation (cash bonus and stock-based awards), standard executive benefits, and retirement and severance benefits.

Although the compensation committee does not delegate any of its authority for determining executive compensation, the compensation committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the compensation committee.

Compensation Committee Interlocks and Insider Participation

Messrs. Cotter (Chairman), Raggi, Rainer and Woolard, serve as members of the Compensation Committee. None of the members of the Compensation Committee during 2009 was a current or former officer or employee of Alliance Bancorp or Alliance Bank. Nor did any member engage in certain transactions with Alliance Bancorp or Alliance Bank required to be disclosed by regulations of the SEC. Additionally, there were no compensation committee “interlocks” during 2009, which generally means that no executive officer of Alliance Bancorp served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or member of the Compensation Committee of Alliance Bancorp.

Compensation Policies and Practices as They Relate to Risk Management

The compensation committee of the board of directors of Alliance Bancorp has reviewed the policies and practices applicable to employees, including Alliance Bancorp’s benefit plans, arrangements and agreements, and do not believe that they are reasonably likely to have a material adverse effect on Alliance Bancorp. The committee does not believe that Alliance Bancorp’s policies and practices encourage officers or employees to take unnecessary or excessive risks or behavior focused on short-term results rather than the creation of long-term value.

Code of Ethics for Directors, Executive Officers and Financial Professionals

The board of directors of Alliance Bancorp has adopted a code of ethics for its directors, executive officers, including the chief executive officer and the chief financial officer, and financial professionals. Directors and officers are expected to adhere at all times to this code of ethics. Failure to comply with this code of ethics is a serious offense and will result in appropriate disciplinary action. Alliance Bancorp has posted this code of ethics on its Internet website at www.allianceanytime.com.

Alliance Bancorp will disclose on its Internet website at www.allianceanytime.com, to the extent and in the manner permitted by Item 5.05 of Form 8-K, the nature of any amendment to this code of ethics (other than technical, administrative, or other non-substantive amendments), the approval of any material departure

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from a provision of this code of ethics, and the failure to take action within a reasonable period of time regarding any material departure from a provision of this code of ethics that has been made known to any of its executive officers.

Board Leadership Structure and the Board’s Role in Risk Oversight

Mr. Dennis Cirucci serves as the President and Chief Executive Officer of Alliance Bancorp and Mr. William E. Hecht serves as Chairman of the Board. The board of directors has determined that that separation of the offices of Chairman of the Board and President enhances board independence and oversight. Further, the separation of the Chairman of the Board permits the President and Chief Executive Officer to better focus on his responsibilities on managing the daily operations of the corporation, enhancing shareholder value and expanding and strengthening the franchise while allowing the Chairman to lead the board of directors in its fundamental role of providing independent oversight and advice to management. Mr. Hecht is an independent director under the rules of the Nasdaq Stock Market.

Risk is inherent with every business, particularly financial institutions. Alliance Bancorp faces a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk. Management is responsible for the day-to-day management of the risks Alliance Bancorp faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to ensure that the risk management processes designed and implemented by management are adequate and functioning as designed. In this regard, the Chairman of the Board meets regularly with management to discuss strategy and risks facing the Corporation. Members of senior management regularly attend the board meetings and are available to address any questions or concerns raised by the board on risk management or other matters. The Chairman of the Board and independent directors work together to provide strong, independent oversight of Alliance Bancorp’s management and affairs though its committees and meetings of independent directors.

Directors’ Attendance at Annual Meetings

Although Alliance Bancorp does not have a formal policy regarding attendance by members of its board of directors at annual meetings of shareholders, Alliance Bancorp expects that its directors will attend, absent a valid reason for not doing so. In 2009, all of the directors of Alliance Bancorp attended its annual meeting of shareholders.

Director Nominations

The Charter of the Nominating and Corporate Governance Committee of Alliance Bancorp sets forth certain criteria the committee may consider when recommending individuals for nomination of director including: ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties, minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The committee also may consider the extent to which the candidate would fill a present need on the board of directors. The committee does not have a separate diversity policy for selecting nominees for director. However, the compensation committee charter sets forth criteria for selecting nominees which is designed to provide that the board of directors is diverse. We expect that the charter of Alliance Bancorp — New will be substantially similar. The Nominating and Corporate Governance Committee will also consider candidates for director suggested by other directors, as well as management and shareholders.

Any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are set forth in the bylaws of Alliance Bancorp and Alliance Bancorp — New. Article II, Section 14 of the bylaws of Alliance Bancorp governs nominations for election to the board of directors, and requires all nominations for election to the board other than those made by the board to be made by a shareholder who has complied with the notice provisions in that section. Written notice of a shareholder nomination must be

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delivered to the Secretary of Alliance Bancorp not later than five days prior to the annual meeting of our shareholders. The bylaws of Alliance Bancorp — New provide that written notice of a shareholder nomination generally must be communicated to the attention of the Corporate Secretary and either delivered to, or mailed and received at, our principal executive offices not later than, with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the mailing of proxy materials by us in connection with the immediately preceding annual meeting of shareholders. If, as expected, we complete our second step conversion prior to the next annual meeting of shareholders the bylaws of Alliance Bancorp — New provide that nominations must be received by January 31, 2011. Each written notice of a shareholder nomination is required to set forth certain information specified in Section 3.12 of the bylaws of Alliance Bancorp — New.

Executive Officers Who Are Not Directors.  The following individuals currently serve as executive officers of Alliance Bancorp and Alliance Bank and will serve in the same positions with Alliance Bancorp — New following the conversion and reorganization. Ages are as of June 30, 2010.

Name	Age		Principal Occupation During the Past Five Years
William T. McGrath		52	Senior Vice President and Chief Lending Officer of Alliance Bancorp and Alliance Bank since September 2008. Prior to joining Alliance, employed by First Priority Bank in Malvern as a Managing Director and Wachovia Bank, N.A. in Philadelphia as a Senior Vice President. Also previously employed by the Federal Reserve Bank of Philadelphia as a bank examiner.
Suzanne J. Ricci		42	Senior Vice President of Alliance Bancorp since January 2007 and the Chief Technology Officer and Senior Vice President of Alliance Bank since April 2004. Also served as a Vice President of Alliance Bank and served Alliance Bank in various positions beginning in 1990.

In accordance with the bylaws of Alliance Bancorp — New, our executive officers will be elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the board of directors.

Summary Compensation Table

The following table sets forth a summary of certain information concerning the compensation awarded to or paid by Alliance Bancorp or its subsidiaries for services rendered in all capacities during the last two fiscal years to its principal executive officer and its two other highest compensated executive officers. We refer to these individuals as the “named executive officers.”

									Nonqualified
							Non-Equity		Deferred
							Incentive Plan		Compensation		All Other
Name and Principal Position	Year		Salary(1)		Bonus		Compensation(2)		Earnings(3)		Compensation(4)		Total
Dennis D. Cirucci		2009	$	280,327		—	$	60,951	$	—	$	26,493	$	367,771
President and Chief		2008		267,900		—		40,233		—		25,168		333,301
Executive Officer
Peter J. Meier		2009		176,269		—		30,662		—		23,047		229,978
Executive Vice		2008		171,269		—		20,570		—		22,199		214,038
President and Chief Financial Officer
William T. McGrath(5)		2009		161,659		—		28,112		—		22,521		212,292
Senior Vice		2008		50,400		—		5,000		—		2,887		58,287
President and Chief Lending Officer

(Footnotes on next page)

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(1)	We periodically review, and may increase, base salaries in accordance with the terms of employment agreements or Alliance Bancorp’s normal annual compensation review for each of the named executive officers.
(2)	Reflects bonuses for the indicated year which were paid in January of the next year under Alliance Bancorp’s incentive bonus program.
(3)	None of the named executive officer’s received any above market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified.
(4)	Includes club dues, automobile expenses, allocations under the Alliance Bancorp employee stock ownership plan (“ESOP”), allocations under the Profit Sharing and 401(k) Plan, tax reimbursements related to the executive’s supplemental executive retirement plan and, with respect to Messrs. Cirucci and Meier, life insurance premiums paid by Alliance Bancorp under the endorsement split dollar agreements with such executive officers.
(5)	Mr. McGrath commenced employment with Alliance Bancorp in September 2008.

Outstanding Equity Awards at Fiscal Year-End

None of the named executive officers had any outstanding equity awards as of December 31, 2009.

Option Exercises and Stock Vested

None of the named executive officers exercised any outstanding options or had any restricted stock vest during 2009.

Employment Agreements

Alliance Bank has entered into amended employment agreements with Messrs. Cirucci and Meier. The employment agreements with Messrs. Cirucci and Meier have a term of two years. The terms are extended annually unless either Alliance Bank or the executive gives notice at least 60 days prior to the annual anniversary date that the agreement shall not be extended. Under the terms of the employment agreements, the executives receive an initial annual base salary which is reviewed from time to time by the board of directors. The executives are entitled to participate in Alliance Bank’s benefit plans and programs and receive reimbursement for reasonable business expenses. Each of the employment agreements is terminable with or without cause by Alliance Bank. The executives have no right to compensation or other benefits pursuant to the employment agreements for any period after voluntary termination by the executive or termination by Alliance Bank for cause other than for disability, retirement, death or good reason, as defined in the agreement. In the event of the officer’s termination due to retirement or disability, Alliance Bank will continue to provide life, medical, dental and disability coverage for the remaining term of the agreement. In the event of the officers’ death during the term of the agreement, Alliance Bank will continue to provide medical and dental coverage to the officer’s surviving spouse until age 65.

In the event that (1) the executive terminates his or her employment because of failure to comply with any material provision of the employment agreement by Alliance Bank or (2) the employment agreement is terminated by Alliance Bank other than for cause, disability, retirement or death, the executive will be entitled to the payment of two times the executive’s average annual compensation, as defined in the agreement as cash severance. In addition, the executive would continue to receive benefits under all employee plans for the remainder of the term of the agreement, or until the executive’s full time employment with another employer. In the event that the executive’s employment is terminated in connection with a change in control, as defined, for other than cause, disability, retirement or death or the executive terminates his or her employment as a result of certain adverse actions which are taken with respect to the executive’s employment following a change in control, as defined, the executive will be entitled to a cash severance amount equal to two times his or her average annual compensation, as defined, and the maintenance, as described above, of the employee benefit plans for the remainder of the term of the agreement or until the executive’s full-time employment with another employer that provides similar benefits.

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A change in control generally is defined in the agreements to include any change in control of Alliance Bank required to be reported under the federal securities laws, as well as (i) the acquisition by any person, other than Alliance Mutual Holding Company, of 20% or more of Alliance Bank’s outstanding voting securities and (ii) a change in a majority of our directors during any three-year period without the approval of at least two-thirds of the persons who were directors at the beginning of such period.

The agreements with Messrs. Cirucci and Meier also provide that in the event that any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code, and such payments will cause the executive officer to incur an excise tax under the Internal Revenue Code, Alliance Bank shall pay the executive officer an amount such that after payment of all federal, state and local income tax and any additional excise tax, the executive will be fully reimbursed for the amount of such excise tax.

Benefit Plans

Retirement Income Plan.  Alliance Bank maintains the Alliance Bank Retirement Income Plan, a non-contributory defined benefit pension plan qualified under the Employee Retirement Income Security Act of 1974, as amended. Employees became eligible to participate in the retirement plan upon the attainment of age 21 and the completion of one year of eligibility service. For purposes of the retirement plan, an employee earns one year of eligibility service upon the completion of 1,000 hours of service within a one-year eligibility computation period. An employee’s first eligibility computation period is the one-year period beginning on the employee’s date of hire. In June 2008, Alliance Bank closed the Retirement Income Plan to new participants.

The retirement plan provides for a monthly benefit upon a participant’s retirement at the age of 65. A participant may also receive a benefit on his or her early retirement date, which is the date on which he or she attains age 55, completes ten years of vesting service and such early retirement is approved by the board. Benefits received prior to a participant’s normal retirement date are reduced by certain factors set forth in the retirement plan. Participants become fully vested in their benefits under the retirement plan upon the completion of five years of vesting service as well as upon the attainment of normal retirement age (age 65). Following consummation of the conversion and offering, Alliance Bancorp — New will adopt and continue the retirement plan.

Supplemental Executive Retirement Plan.  Alliance Bank currently maintains a supplemental executive retirement plan for Messrs. Cirucci and Meier. The supplemental retirement plan provides supplemental annual payments for the life of the participant commencing upon retirement. The supplemental annual payments under this plan are $108,261 and $72,263 for Messrs. Cirucci and Meier, respectively. If an executive has less than 18 years of service at the time of retirement, the annual payments are pro-rated. Messrs. Cirucci and Meier had 26 and 14 years of service, respectively, at December 31, 2009.

Endorsement Split Dollar Agreements.  Alliance Bank has purchased insurance policies on the lives of Messrs. Cirucci and Meier, and has entered into endorsement split dollar agreements with each of those officers. The policies are owned by Alliance Bank. Under the agreements with the named executive officers, upon an officer’s death while he or she remains employed by Alliance Bank or after a termination of employment, the death benefits under the insurance policies on the officer’s life in excess of the cash surrender value will be paid to the officer’s beneficiary. Alliance Bank will receive the full cash surrender value, which is expected to reimburse Alliance Bank in full for its life insurance investment.

The endorsement split dollar agreements may be terminated at any time by Alliance Bank. Upon termination, Alliance Bank may surrender the policy and collect the cash surrender value, substitute a new officer under the policy or, with the officer’s consent, transfer the policy to the officer.

Related Party Transactions

Alliance Bancorp’s policy provides that all loans made by Alliance Bank to its directors and officers are made in the ordinary course of business, are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve

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more than the normal risk of collectibility or present other unfavorable features. As of December 31, 2009, Alliance Bancorp’s directors and executive officers or their affiliates had loans outstanding totaling $6.9 million in the aggregate. All such loans were made by Alliance Bank in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Alliance Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. However, a $6.1 million land and development loan for a mixed use commercial real estate project located in Bradenton, Florida, which was originated by Alliance Bank in July 2008 to an entity affiliated with James Carr, a former director of Alliance Bancorp, was placed on non-accrual status during the first quarter of 2010. See “Business — Asset Quality-Delinquent Loans.”

Under Alliance Bancorp’s audit committee charter, the audit committee is required to review and approve all related party transactions, as described in Item 404 of Regulation S-K of the SEC’s rules. To the extent such transactions are ongoing business relationships with Alliance Bancorp or Alliance Bank, such transactions shall be reviewed annually and such relationships shall be on terms not materially less favorable than what would be usual and customary in similar transactions between unrelated persons dealing at arms’ length.

New Stock Benefit Plans

Employee Stock Ownership Plan.  Alliance Bancorp has established an employee stock ownership plan for its employees which previously acquired a total of 283,219 shares of Alliance Bancorp’s common stock on behalf of participants (as adjusted for the 2007 organization and offering). Employees, other than those paid solely on a retainer or fee basis, who have been credited with at least 1,000 hours of service during a 12-month period, have completed six months of employment and who have attained age 21 are eligible to participate in Alliance Bancorp’s employee stock ownership plan.

As part of the conversion and reorganization, the employee stock ownership plan intends to purchase a number of shares of Alliance Bancorp — New common stock equal to 4.63% of the shares sold in the offering, or 122,100 shares and 189,975 shares based on the minimum and 15% above the maximum of the offering range, respectively. When combined with the shares previously acquired by the employee stock ownership plan, as adjusted for the exchange ratio, the employee stock ownership plan will have acquired an aggregate of 7.0% of the shares of Alliance Bancorp-New to be outstanding after the conversion and offering. We anticipate that the employee stock ownership plan will borrow funds from Alliance Bancorp — New, and that such loan will equal 100% of the aggregate purchase price of the common stock acquired by the employee stock ownership plan. Alliance Bancorp — New has agreed to loan the employee stock ownership plan the funds necessary to purchase shares. The employee stock ownership plan may purchase shares in the subscription offering or, subject to prior approval of the OTS, in the open market after the offering is completed at a price which may be more or less than $10.00 per share. The loan to the employee stock ownership plan will be repaid principally from contributions by Alliance Bank to the employee stock ownership plan and the collateral for the loan will be the common stock purchased by the employee stock ownership plan. The interest rate for the employee stock ownership plan loan will be fixed and is expected to be at Alliance Bank’s prime rate at the date the employee stock ownership plan enters into the loan. Alliance Bancorp — New may, in any plan year, make additional discretionary contributions for the benefit of plan participants in either cash or shares of common stock, which may be acquired through the purchase of outstanding shares in the market or from individual shareholders, upon the original issuance of additional shares by Alliance Bancorp — New or upon the sale of treasury shares by Alliance Bancorp — New. Such purchases, if made, would be funded through additional borrowings by the employee stock ownership plan or additional contributions from Alliance Bancorp — New or from Alliance Bank. The timing, amount and manner of future contributions to the employee stock ownership plan will be affected by various factors, including prevailing regulatory policies, the requirements of applicable laws and regulations and market conditions.

Shares purchased by the employee stock ownership plan with the loan proceeds will be held in a suspense account and released for allocation to participants on a pro rata basis as debt service payments are made. Shares released from the employee stock ownership plan will be allocated to each eligible participant’s plan account based on the ratio of each such participant’s base compensation to the total base compensation of all

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eligible employee stock ownership plan participants. Forfeitures may be used for several purposes such as the payment of expenses or be reallocated among remaining participating employees. Upon the completion of five years of service, the account balances of participants within the employee stock ownership plan becomes 100% vested. In the case of a “change in control,” as defined in the plan, however, participants will become immediately fully vested in their account balances. Participants also become fully vested in their account balances upon death, disability or retirement. Benefits may be payable upon retirement or separation from service.

Generally accepted accounting principles require that any third party borrowing by the employee stock ownership plan of Alliance Bancorp — New be reflected as a liability on its statement of financial condition. Since the employee stock ownership plan is borrowing from Alliance Bancorp — New, the loan will not be treated as a liability but instead will be a reduction of shareholders’ equity. If the employee stock ownership plan purchases newly issued shares from Alliance Bancorp — New, total shareholders’ equity would neither increase nor decrease, but per share shareholders’ equity and per share net earnings would decrease as the newly issued shares are allocated to the employee stock ownership plan participants.

Alliance Bancorp’s employee stock ownership plan is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, and the applicable regulations of the IRS and the Department of Labor.

Stock Option Plan.  Following consummation of the conversion and reorganization, Alliance Bancorp — New intends to adopt a new stock option plan, which will be designed to attract and retain qualified personnel in key positions, provide directors, officers and key employees with a proprietary interest in Alliance Bancorp — New as an incentive to contribute to its success and reward key employees for outstanding performance. The new stock option plan will provide for the grant of incentive stock options, intended to comply with the requirements of Section 422 of the Internal Revenue Code, and non-incentive or compensatory stock options. Options may be granted to our directors and key employees. The new stock option plan will be administered and interpreted by a committee of the board of directors. Unless sooner terminated, the new stock option plan shall continue in effect for a period of 10 years from the date the stock option plan is adopted by the board of directors.

Under the new stock option plan, the committee will determine which directors, officers and key employees will be granted options, whether options will be incentive or compensatory options, the number of shares subject to each option, the exercise price of each option, whether options may be exercised by delivering other shares of common stock and when such options become exercisable. The per share exercise price of an incentive stock option must at least equal the fair market value of a share of common stock on the date the option is granted (110% of fair market value in the case of incentive stock options granted to employees who are 5% shareholders).

At a meeting of the shareholders of Alliance Bancorp — New after the conversion and reorganization, which under applicable Office of Thrift Supervision policies may be held no earlier than six months after the completion of the conversion and reorganization, Alliance Bancorp — New intends to present the stock option plan to shareholders for approval and to reserve an amount equal to 10.0% of the shares sold in the offering, or 263,500 shares or 409,975 shares based on the minimum and 15% above the maximum of the offering range, respectively. Office of Thrift Supervision regulations provide that, in the event such plan is implemented within one year after the conversion and reorganization, no individual officer or employee of Alliance Bancorp — New may receive more than 25% of the options granted under the new stock option plan and non-employee directors may not receive more than 5% individually, or 30% in the aggregate of the options granted under the new stock option plan. Office of Thrift Supervision regulations also provide that the exercise price of any options granted under any such plan must be at least equal to the fair market value of the common stock as of the date of grant. Further, options under such plan generally are required to vest over a five-year period at 20% per year. Each stock option or portion thereof will be exercisable at any time on or after it vests and will be exercisable until 10 years after its date of grant or for periods of up to five years following the death, disability or other termination of the optionee’s employment or service as a director. However, failure to exercise incentive stock options within three months after the date on which the optionee’s

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employment terminates may result in the loss of incentive stock option treatment. We currently anticipate that the new stock option plan will be submitted to shareholders of Alliance Bancorp — New within one year, but not earlier than six months from, the date of completion of the conversion and reorganization and the offering. Accordingly, we expect that the above described limitations imposed by regulations of the Office of Thrift Supervision would be applicable. However, we reserve the right to submit the new stock option plan to shareholders more than one year from the date of the conversion and reorganization, in which event the above-described Office of Thrift Supervision regulations may not be fully applicable. The Office of Thrift Supervision requires that stock option plans implemented by institutions within one year of a conversion and reorganization must be approved by a majority of the outstanding shares of voting stock. Stock option plans implemented more than one year after a conversion and reorganization could be approved by the affirmative vote of the shares present and voting at the meeting of shareholders.

At the time an option is granted pursuant to the new stock option plan, the recipient will not be required to make any payment in consideration for such grant. With respect to incentive or compensatory stock options, the optionee will be required to pay the applicable exercise price at the time of exercise in order to receive the underlying shares of common stock. The shares reserved for issuance under the new stock option plan may be authorized but previously unissued shares, treasury shares, or shares purchased by Alliance Bancorp — New on the open market or from private sources. In the event of a stock split, reverse stock split or stock dividend, the number of shares of common stock under the new stock option plan, the number of shares to which any option relates and the exercise price per share under any option shall be adjusted to reflect such increase or decrease in the total number of shares of common stock outstanding.

Under current provisions of the Internal Revenue Code, the federal income tax treatment of incentive stock options and compensatory stock options is different. A holder of incentive stock options who meets certain holding period requirements will not recognize income at the time the option is granted or at the time the option is exercised, and a federal income tax deduction generally will not be available to Alliance Bancorp — New at any time as a result of such grant or exercise. With respect to compensatory stock options, the difference between the fair market value on the date of exercise and the option exercise price generally will be treated as compensation income upon exercise, and Alliance Bancorp — New will be entitled to a deduction in the amount of income so recognized by the optionee.

Recognition Plan.  After the conversion and reorganization, Alliance Bancorp — New intends to adopt a stock recognition and retention plan for its directors, officers and employees. The objective of the stock recognition and retention plan will be to enable Alliance Bancorp — New to provide directors, officers and employees with a proprietary interest in Alliance Bancorp — New as an incentive to contribute to its success. Alliance Bancorp — New intends to present the stock recognition and retention plan to its shareholders for their approval at a meeting of shareholders which, pursuant to applicable Office of Thrift Supervision regulations, may be held no earlier than six months after the offering.

The recognition plan will be administered by a committee of the board of directors of Alliance Bancorp — New, which will have the responsibility to invest all funds contributed to the trust created for the stock recognition and retention plan. Alliance Bancorp — New will contribute sufficient funds to the trust so that it can purchase, following the receipt of shareholder approval, a number of shares equal to 6.72% of the shares sold in the offering, or 177,087 shares or 275,527 shares based on the minimum and 15% above the maximum of the offering range, respectively. The amount of shares in the proposed stock recognition and retention plan will equal 4.0% of the shares of Alliance Bancorp-New to be outstanding upon completion of the conversion and offering. Given that neither Alliance Bank nor Alliance Bancorp ever implemented a recognition and retention plan, management and the board of directors of Alliance Bancorp-New believes that the proposed size of the recognition and retention plan is appropriate. Shares of common stock granted pursuant to the recognition plan generally will be in the form of restricted stock vesting at a rate to be determined by the board of directors of Alliance Bancorp — New or a board committee. Currently, Alliance Bancorp — New expects that shares granted under the recognition plan will vest over a five-year period at a rate no faster than 20% per year. For accounting purposes, compensation expense in the amount of the fair market value of the common stock at the date of the grant to the recipient will be recognized pro rata over the period during which the shares vest. A recipient will be entitled to all voting and other shareholder rights,

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except that the shares, while restricted, may not be sold, pledged or otherwise disposed of and are required to be held in the trust. Under the terms of the recognition plan, recipients of awards will be entitled to instruct the trustees of the recognition plan as to how the underlying shares should be voted, and the trustees will be entitled to vote all unallocated shares in their discretion. If a recipient’s employment is terminated as a result of death or disability, all restrictions will expire and all allocated shares will become unrestricted. Alliance Bancorp — New will be able to terminate the recognition plan at any time, and if it did so, any shares not allocated will revert to Alliance Bancorp — New. Recipients of grants under the recognition plan will not be required to make any payment at the time of grant or when the underlying shares of common stock become vested, other than payment of withholding taxes.

We currently anticipate that the stock recognition and retention plan will be submitted to shareholders of Alliance Bancorp — New within one year, but not earlier than six months from, the date of completion of the conversion and reorganization. Accordingly, we expect that the above described limitations imposed by regulations of the Office of Thrift Supervision would be applicable. However, we reserve the right to submit the stock recognition and retention plan to shareholders more than one year from the date of the conversion and reorganization, in which event the above-described Office of Thrift Supervision regulations may not be fully applicable.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth as of          , 2010, certain information as to the common stock beneficially owned by (a) each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (b) the directors of Alliance Bancorp, (c) the executive officers of Alliance Bancorp named in the Summary Compensation Table (the “named executive officers”) who do not serve as directors; and (d) all directors and executive officers of Alliance Bancorp as a group.

	Amount and Nature
	of Beneficial
	Ownership at     ,
Beneficial Owner	2010(1)			Percent of Class
Alliance Mutual Holding Company		3,973,750			59.5	%
541 Lawrence Road Broomall, Pennsylvania 19008-3599
PL Capital Group		547,465	(2)		8.2
20 East Jefferson Avenue, Suite 22 Naperville, Illinois 60540
Joseph Stilwell		440,093	(3)		6.6
26 Broadway, 23rd Floor New York, New York 10004
Directors:
J. William Cotter, Jr.		30,327	(4)		*
Dennis D. Cirucci		48,749	(5)		*
Timothy E. Flatley		6,138	(6)		*
William E. Hecht		60,416	(7)		*
Peter J. Meier		24,069	(8)		*
G. Bradley Rainer		8,445	(9)		*
John A. Raggi		9,791	(10)		*
Philip K. Stonier		5,343	(11)		*
R. Cheston Woolard		5,248	(12)		*
Named Executive Officers:
William T. McGrath		578	(13)		*
All Directors and Executive Officers as a Group (11 persons)		212,658	(14)		3.2

(Footnotes on next page)

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*	Represents less than 1% of our outstanding common stock.
(1)	Based upon filings made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and information furnished by the respective individuals. Under regulations promulgated pursuant to the Exchange Act, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares and none of the shares are pledged.
(2)	According to filings under the Exchange Act, PL Capital Group consists of the following persons and entities which share beneficial ownership of certain of the shares: Financial Edge Fund, LP; Financial Edge-Strategic Fund, LP; PL Capital Offshore, Ltd.; PL Capital, LLC, general partner of Financial Edge Fund and Financial Edge Strategic Fund; PL Capital Advisors, LLC, the investment advisor to PL Capital Offshore, Financial Edge Fund, Financial Edge Strategic and Goodbody/PL Capital LP; Goodbody/PL Capital, LP; Goodbody/PL Capital LLC; general partner of Goodbody/PL Capital, LP; John W. Palmer, individually and as managing member of PL Capital, PL Capital Advisors and Goodbody/PL Capital, and a member of the board of directors of PL Capital Offshore; Beth Lashley, as trustee of the Doris Lashley testamentary trust; Richard Lashley, individually and as a managing member of PL Capital, PL Capital Advisors and Goodbody/PL Capital, a member of the board of directors of PL Capital Offshore, and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister; and Dr. Robin Lashley, individually.
(3)	According to filings under the Exchange Act, Joseph Stilwell beneficially owns 440,093 shares of common stock, including shares which Joseph Stilwell has voting and dispositive power over and are held in the names of Stilwell Value Partners VI, L.P., Stilwell Associates, L.P., and Stilwell Offshore Ltd., in Joseph Stilwell’s capacity as the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VI, and Stilwell Associates, and as the managing and sole member of Stilwell Management LLC, which is the manager of Stillwell Offshore.
(4)	Includes 1,049 shares held for Mr. Cotter’s children under the Pennsylvania Uniform Gift to Minors Act, 661 shares held in a simplified employee pension program, 5,679 shares held in an IRA for the benefit of Mr. Cotter, 7,991 shares held in the trust established pursuant to the Directors’ Retirement Plan, 2,099 shares held in Mr. Cotter’s family living trust, 661 shares held in an IRA for the benefit of Mrs. Cotter and 12,187 shares held jointly with Mrs. Cotter.
(5)	Includes 18,635 shares held in the ESOP and 30,114 shares held in the Profit Sharing and 401(k) Plan.
(6)	Includes 1,549 shares held jointly with Mr. Flatley’s spouse, 3,629 shares held in an IRA for the benefit of Mr. Flatley, 661 shares held in a simplified employee pension program and 910 shares held in the trust established pursuant to the Directors’ Retirement Plan.
(7)	Includes 16,610 shares held in the ESOP, 899 shares held in the trust established pursuant to the Directors’ Retirement Plan and 42,907 shares held jointly with Mr. Hecht’s spouse.
(8)	Includes 2,754 shares held jointly with Mr. Meier’s spouse, 10,939 shares held in the ESOP and 10,376 shares held in the Profit Sharing and 401(k) Plan.
(9)	Includes 719 shares held jointly with Mr. Rainer’s spouse, 2,099 shares held by Mr. Rainer’s spouse, 4,443 shares held in an IRA for the benefit of Mr. Rainer and 1,184 shares held in the trust established pursuant to the Directors’ Retirement Plan.
(10)	Includes 2,099 shares held in an IRA for the benefit of Mr. Raggi, 5,231 shares held in the trust established pursuant to the Retirement Plan and 2,000 shares held jointly with Mr. Raggi’s spouse.
(11)	Includes 2,099 shares held in an IRA for the benefit of Mr. Stonier and 1,244 shares held in the trust established pursuant to the Directors’ Retirement Plan.
(12)	Includes 4,215 shares held jointly with Mr. Woolard’s spouse and 1,033 shares held in the trust established pursuant to the Directors’ Retirement Plan.
(13)	The indicated shares are held in the ESOP.
(14)	Includes, in the case of all directors and executive officers of Alliance Bancorp as a group, 54,133 shares of common stock which are held in the ESOP, 46,473 shares of common stock held in the Profit Sharing and 401(k) Plan and 21,766 shares of common stock held in the Directors’ Retirement Plan, which have been allocated to the accounts of participating employees.

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PROPOSED MANAGEMENT PURCHASES

The following table sets forth, for each of our directors and for all of our directors and executive officers as a group, (1) the number of exchange shares to be held upon consummation of the conversion, based upon their beneficial ownership of shares of common stock of Alliance Bancorp as of the date of this prospectus, (2) the proposed purchases of subscription shares, assuming sufficient shares are available to satisfy their subscriptions, and (3) the total amount of Alliance Bancorp — New common stock to be held upon consummation of the conversion, in each case assuming that 3,100,000 shares of our stock are sold, which is the midpoint of the offering range. The shares being acquired by these directors and executive officers are being acquired for investment and not for re-sale.

	Number of Alliance
	Bancorp-New						Total Shares of
	Shares to be		Proposed Purchase of				Alliance Bancorp-
	Received in		Alliance Bancorp-				New Common Stock
	Exchange for		New Stock				to be Held
	Shares of Alliance				Number of				Number of
Name	Bancorp(1)		Amount		Shares		Amount		Shares
Directors:
J. William Cotter, Jr.		23,658	$	30,000		3,000	$	266,580		26,658
Dennis D. Cirucci		38,029		100,000		10,000		480,290		48,029
Timothy E. Flatley		4,787		—		—		47,870		4,787
William E. Hecht		47,130		50,000		5,000		521,300		52,130
Peter J. Meier		18,776		100,000		10,000		287,760		28,776
G. Bradley Rainer		6,587		20,000		2,000		85,870		8,587
John A. Raggi		7,637		10,000		1,000		86,370		8,637
Philip K. Stonier		4,168		10,000		1,000		51,680		5,168
R. Cheston Woolard		4,093		10,000		1,000		50,930		5,093
Other Executive Officers:
William T. McGrath		450		15,000		1,500		19,500		1,950
Suzanne J. Ricci		10,573		10,000		1,000		115,730		11,573
All Directors and Executive Officers as a Group (11 persons)		165,888		355,000		35,500	$	2,013,880		201,388

(1) Excludes stock options and awards that may be granted under the proposed new stock option plan and recognition and retention plan if such plans are approved by shareholders at an annual or special meeting of shareholders at least six months following the conversion and reorganization. See “Management — New Stock Benefit Plans.”

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THE CONVERSION AND OFFERING

The Boards of Directors of Alliance Bancorp, Alliance Bancorp — New, Alliance Mutual Holding Company and Alliance Bank all have approved the plan of conversion and reorganization. The plan of conversion and reorganization also has been conditionally approved by the Office of Thrift Supervision, and the Pennsylvania Department of Banking has approved the application of Alliance Bancorp — New in connection with the conversion and reorganization, subject in each case to approval of the plan of conversion and reorganization by the depositors of Alliance Bank and the shareholders of Alliance Bancorp. Such approvals by the Office of Thrift Supervision and the Pennsylvania Department of Banking, however, do not constitute a recommendation or endorsement of the plan of conversion and reorganization by such agency.

General

The boards of directors of Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank unanimously adopted the plan of conversion and reorganization on August 11, 2010. The plan of conversion and reorganization has been approved by the Office of Thrift Supervision and the Pennsylvania Department of Banking, subject to, among other things, approval of the plan of conversion and reorganization by the depositors of Alliance Bank and the shareholders of Alliance Bancorp. The special meetings of depositors and of shareholders have been called for this purpose on          , 2010.

The second-step conversion that we are now undertaking involves a series of transactions by which we will convert our organization from the partially public mutual holding company form to the fully public stock holding company structure. Under the plan of conversion and reorganization, Alliance Bank will convert from the mutual holding company form of organization to the stock holding company form of organization and become a wholly owned subsidiary of Alliance Bancorp — New, a newly formed Pennsylvania corporation. Current shareholders of Alliance Bancorp, other than Alliance Mutual Holding Company, will receive shares of common stock of the new holding company, also using the corporate title “Alliance Bancorp, Inc. of Pennsylvania,” in exchange for their existing shares of Alliance Bancorp common stock. Following the conversion and offering, Alliance Bancorp and Alliance Mutual Holding Company will no longer exist.

The following is a brief summary of the conversion and offering and is qualified in its entirety by reference to the provisions of the plan of conversion and reorganization. A copy of the plan of conversion and reorganization is available for inspection at each branch office of Alliance Bank and at the Northeast Regional (in Jersey City, New Jersey) and Washington D.C. offices of the Office of Thrift Supervision. The plan of conversion and reorganization also is filed as an exhibit to the registration statement of which this document is a part, copies of which may be obtained from the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

Purposes of the Conversion and Offering

Alliance Mutual Holding Company, as a mutual holding company, does not have shareholders and has no authority to issue capital stock. As a result of the conversion and offering, Alliance Bank will be structured in the form used by holding companies of commercial banks, most business entities and most stock savings institutions. The conversion to the fully public form of ownership will remove the uncertainties associated with the mutual holding company structure created by the recently enacted financial reform legislation. The conversion and offering will also be important to our future growth and performance by providing a larger capital base to support our operations and by enhancing our future access to capital markets, ability to continue to grow our asset base, through additional new branches, further acquisitions or otherwise, and enhancing our ability to diversify into other financial services related activities and to provide additional services to the public. Although Alliance Bancorp currently has the ability to raise additional capital through the sale of additional shares of Alliance Bancorp common stock, that ability is limited by the mutual holding company structure which, among other things, requires that Alliance Mutual Holding Company always hold a majority of the outstanding shares of Alliance Bancorp’s common stock.

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The conversion and offering also will result in an increase in the number of shares of common stock held by public shareholders, as compared to the current number of outstanding shares of Alliance Bancorp common stock, which we expect will facilitate development of a more active and liquid trading market for our common stock. See “Market for Our Common Stock.”

Alliance Bank remains committed to controlled growth and diversification. The additional funds received in the offering will facilitate Alliance Bank’s ability to continue to grow in accordance with its business plan, through both internal growth and possible acquisitions of other institutions or through the expansion of its branch office network. We believe that the conversion and reorganization will enhance Alliance Bank’s ability to continue its growth through possible acquisitions and will support its ability to more fully serve the borrowing and other financial needs of the communities it serves.

In light of the foregoing, the boards of directors of Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank as well as Alliance Bancorp — New believe that it is in the best interests of such companies, the depositors of Alliance Bank and shareholders of Alliance Bancorp to continue to implement our strategic business plan, and that the most feasible way to do so is through the conversion and offering.

Description of the Conversion and Offering

The conversion and offering will result in the elimination of the mutual holding company, the creation of a new stock holding company which will own all of the outstanding shares of Alliance Bank, the exchange of shares of common stock of Alliance Bancorp by public shareholders for shares of the new stock form holding company, the issuance and sale of shares of common stock to depositors of Alliance Bank and others in the offering. The conversion and offering will be accomplished through a series of substantially simultaneous and interdependent transactions as follows:

•  Alliance Mutual Holding Company will convert from mutual to stock form and simultaneously merge with and into Alliance Bancorp, pursuant to which the mutual holding company will cease to exist and the shares of Alliance Bancorp common stock held by the mutual holding company will be canceled; and

•  Alliance Bancorp then will merge with and into the Alliance Bancorp — New with Alliance Bancorp — New being the survivor of such merger.

As a result of the above transactions, Alliance Bank will become a wholly owned subsidiary of the new holding company, and the outstanding shares of Alliance Bancorp common stock will be converted into shares of Alliance Bancorp — New common stock pursuant to the exchange ratio, which will result in the public shareholders owning in the aggregate approximately the same percentage of the Alliance Bancorp — New common stock to be outstanding upon the completion of the conversion and offering as the percentage of Alliance Bancorp common stock owned by them in the aggregate immediately prior to consummation of the conversion and offering before giving effect to (a) the payment of cash in lieu of issuing fractional exchange shares, and (b) any shares of common stock purchased by public shareholders in the offering.

Consummation of the conversion and offering is conditioned upon the approval of the plan of conversion and reorganization by (1) the Office of Thrift Supervision, (2) the Pennsylvania Department of Banking, (3) at least a majority of the total number of votes eligible to be cast by depositors of Alliance Bank at the special meeting of depositors, (4) holders of at least two-thirds of the shares of the outstanding Alliance Bancorp common stock at the special meeting of shareholders and (5) at least a majority of the outstanding shares of Alliance Bancorp common stock, excluding shares owned by Alliance Mutual Holding Company, at the special meeting of shareholders.

Effect of the Conversion and Offering on Public Shareholders

Federal regulations provide that in a conversion of a mutual holding company to stock form, the public shareholders of Alliance Bancorp will be entitled to exchange their shares of common stock for common stock of the converted holding company, provided that Alliance Bank and Alliance Mutual Holding Company demonstrate to the satisfaction of the Office of Thrift Supervision that the basis for the exchange is fair and

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reasonable. Each publicly held share of Alliance Bancorp common stock will, on the date of completion of the conversion and offering, be automatically converted into and become the right to receive a number of shares of common stock of the new holding company determined pursuant to the exchange ratio, which we refer to as the “exchange shares.” The public shareholders of Alliance Bancorp common stock will own the same percentage of common stock in the new holding company after the conversion and offering as they hold in Alliance Bancorp, subject to any additional shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares.

Based on the independent valuation, the 59.5% of the outstanding shares of Alliance Bancorp common stock held by Alliance Mutual Holding Company as of the date of the independent valuation and the 40.5% public ownership interest of Alliance Bancorp, the following table sets forth, at the minimum, midpoint, maximum, and adjusted maximum of the offering range:

•  the total number of shares of common stock to be issued in the conversion and offering;

•  the total shares of common stock outstanding after the conversion and offering;

•  the exchange ratio; and

•  the number of shares an owner of 100 shares of Alliance Bancorp common stock will receive in the exchange, adjusted for the number of shares sold in the offering, and the assumed value of each of such shares.

															100 Shares of
															Alliance Bancorp
											Total Shares				Common Stock
						Shares of Alliance					of Alliance				would be
						Bancorp-New stock					Bancorp-New				Exchanged for
	Shares to be					to be Exchanged					Common Stock				the Following
	Sold in the					for Current					to be Outstanding				Number of Shares
	Offering					Common Stock					after the		Exchange		of Alliance		Equivalent per
	Amount		Percent			Amount		Percent			Conversion		Ratio		Bancorp-New(1)		Share Value(2)
Minimum		2,635,000		59.5	%		1,792,183		40.5	%		4,427,183		0.6631		66	$	6.63
Midpoint		3,100,000		59.5			2,108,449		40.5			5,208,449		0.7801		78		7.80
Maximum		3,565,000		59.5			2,424,717		40.5			5,989,717		0.8971		89		8.97
15% above the maximum		4,099,750		59.5			2,788,424		40.5			6,888,174		1.0317		103		10.32

(1)	Cash will be paid instead of issuing any fractional shares.
(2)	Represents the value of shares of Alliance Bancorp-New to be received by a holder of one share of Alliance Bancorp common stock at the exchange ratio, assuming a value of $10.00 per share.

As indicated in the table above, the exchange ratio ranges from a minimum of 0.6631 to a maximum of 0.8971 shares of Alliance Bancorp — New common stock for each share of Alliance Bancorp common stock. Under certain circumstances, the pro forma market value may be adjusted upward to reflect changes in market conditions, and, at the adjusted maximum, the exchange ratio would be 1.0317 shares of Alliance Bancorp — New common stock for each share of Alliance Bancorp common stock. Shares of Alliance Bancorp — New common stock issued in the share exchange will have an initial value of $10.00 per share. Depending on the exchange ratio and the market value of Alliance Bancorp common stock at the time of the exchange, the initial market value of the Alliance Bancorp — New common stock that Alliance Bancorp shareholders receive in the share exchange could be less than the market value of the Alliance Bancorp common stock that such persons currently own. If the conversion and offering is completed at the minimum of the offering range, each share of Alliance Bancorp would be converted into 0.6631 shares of Alliance Bancorp — New common stock with an initial value of $6.63 based on the $10.00 offering price in the conversion. This compares to the closing sale price of $      per share price for Alliance Bancorp common stock on          , 2010, as reported on the Nasdaq Global Market. In addition, as discussed in “— Effect on Shareholders’ Equity per Share of the Shares Exchanged” below, pro forma stockholders’ equity following the conversion and offering will range between $17.30 and $14.10 at the minimum and the maximum of the offering range, respectively.

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Ownership of Alliance Bancorp — New After the Conversion and Offering

The following table shows information regarding the shares of common stock that Alliance Bancorp — New will issue in the conversion and offering. The table also shows the number of shares that will be owned by Alliance Bancorp public shareholders at the completion of the conversion and offering who will receive the new holding company’s common stock in exchange for their shares of Alliance Bancorp common stock. The number of shares of common stock to be issued is based, in part, on our independent appraisal.

																4,099,750 Shares
	2,635,000 Shares					3,100,000 Shares					3,565,000 Shares					Issued at Adjusted
	Issued at Minimum of					Issued at Midpoint of					Issued at Maximum of					Maximum of
	Offering Range					Offering Range					Offering Range					Offering Range(1)
			Percent of					Percent of					Percent of					Percent of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
Purchasers in the stock offering		2,635,000		40.5	%		3,100,000		40.5	%		3,565,000		40.5	%		4,099,750		40.5	%
Alliance Bancorp public shareholders in the exchange		1,792,183		59.5			2,108,449		59.5			2,424,717		59.5			2,788,424		59.5
Total shares outstanding after the conversion and offering		4,427,183		100.0	%		5,208,449		100.0	%		5,989,717		100.0	%		6,888,174		100.0	%

(1) As adjusted to give effect to an increase in the number of shares that could occur due to an increase in the offering range up to approximately 15% to reflect changes in market and financial conditions before the conversion and offering is completed.

Effects of the Conversion and Offering on Depositors and Borrowers

General.  Prior to the conversion and offering, each depositor of Alliance Bank has both a deposit account in the institution and a pro rata ownership interest in the net worth of Alliance Bank based upon the balance in his account, which interest may only be realized in the event of a liquidation of Alliance Bank. However, this ownership interest is tied to the depositor’s account and has no tangible market value separate from such deposit account. A depositor who reduces or closes his account receives a portion or all of the balance in the account but nothing for his ownership interest in the net worth of Alliance Bank, which is lost to the extent that the balance in the account is reduced or closed.

Consequently, the depositors in a stock subsidiary of a mutual holding company normally have no way to realize the value of their ownership interest, which has realizable value only in the unlikely event that Alliance Bank is liquidated. In such event, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of Alliance Bank after other claims are paid.

Continuity.  While the conversion and offering are being accomplished, the normal business of Alliance Bank of accepting deposits and making loans will continue without interruption. Alliance Bank will continue to be subject to regulation by the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking. After the conversion and offering, Alliance Bank will continue to provide services for depositors and borrowers under current policies by its present management and staff.

The current board of directors of Alliance Bancorp is composed of the same individuals who serve on the boards of directors of Alliance Mutual Holding Company and Alliance Bank. The directors of the new holding company after the conversion and offering will be the current directors of Alliance Bancorp. The senior management of Alliance Bancorp — New after the conversion and offering will consist of the current members of Alliance Bancorp’s senior management

Effect on Deposit Accounts.  Under the plan of conversion and reorganization, each depositor in Alliance Bank at the time of the conversion and offering will automatically continue as a depositor after the conversion and offering, and each of the deposit accounts will remain the same with respect to deposit balance, interest rate and other terms, except to the extent that funds in the accounts are withdrawn to purchase common stock

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to be issued in the offering. Each account will be insured by the Federal Deposit Insurance Corporation to the same extent as before the conversion and offering. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.

Effect on Loans.  No loan outstanding from Alliance Bank will be affected by the conversion and offering, and the amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the conversion and offering.

Tax Effects.  We have received an opinion of counsel or tax advisor with regard to federal and state income taxation which indicates that the adoption and implementation of the plan of conversion and reorganization described herein will not be taxable for federal or state income tax purposes to Alliance Bancorp, Alliance Mutual Holding Company, the public shareholders, or the eligible account holders, supplemental eligible account holders or other depositors, except as discussed below. See “— Tax Aspects” below and “Risk Factors” beginning on page   .

Effect on Liquidation Rights.  If Alliance Mutual Holding Company was to liquidate, all claims of Alliance Federal Mutual Holding Company’s creditors would be paid first. Thereafter, if there were any assets remaining, depositors of Alliance Bank would receive such remaining assets, pro rata, based upon the deposit balances in their deposit accounts at Alliance Bank immediately prior to liquidation. In the unlikely event that Alliance Bank was to liquidate after the conversion and offering, all claims of creditors (including those of depositors, to the extent of their deposit balances) also would be paid first, followed by distribution of the “liquidation account” to certain depositors (see “— Liquidation Rights” below), with any assets remaining thereafter distributed to Alliance Bancorp — New as the holder of Alliance Bank’s capital stock. Pursuant to the rules and regulations of the Office of Thrift Supervision, a merger, consolidation, sale of bulk assets or similar combination or transaction with another insured institution would not be considered a liquidation for this purpose and, in such a transaction, the liquidation account would be required to be assumed by the surviving institution.

The Offering

Subscription Offering.  In accordance with the plan of conversion and reorganization, non-transferable rights to subscribe for common stock in the subscription offering have been granted under the plan of conversion and reorganization to the following persons in the following order of descending priority:

•  eligible account holders,

•  Alliance Bank’s employee stock ownership plan,

•  supplemental eligible account holders, and

•  other depositors, that is depositors of Alliance Bank as of the close of business on          , 2010.

All subscriptions received will be subject to the availability of common stock after satisfaction of subscriptions of all persons having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of conversion and reorganization and as described below under “— Limitations on Common Stock Purchases.” We sometimes refer to the shares of the new holding company common stock sold in this offering at the $10.00 per share purchase price as the “subscription shares.”

Priority 1: Eligible Account Holders.  Each Alliance Bank depositor with an account balance of at least $50 at the close of business on June 30, 2009 will receive, without payment therefor, first priority, nontransferable subscription rights to subscribe for, in the subscription offering, up to the greater of:

•  $500,000 (50,000 shares) of common stock; or

•  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 eligible account holder’s qualifying deposits and the denominator of which is the total amount of qualifying deposits of all eligible account holders, in each case as of the close of business on the eligibility record date, June 30, 2009, subject to the overall purchase limitations. See “— Limitations on Common Stock Purchases.”

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If there are not sufficient shares available to satisfy all subscriptions, shares first will be allocated so as to permit each subscribing eligible account holder to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, unallocated shares will be allocated to subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposit bears to the total amount of qualifying deposits of all subscribing eligible account holders whose subscriptions remain unfilled, provided that no fractional shares shall be issued. The subscription rights of eligible account holders who are also directors or officers of Alliance Mutual Holding Company, Alliance Bancorp or Alliance Bank and their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to their increased deposits in the year preceding June 30, 2009.

To ensure proper allocation of shares of our common stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she has an ownership interest on June 30, 2009. In the event of an oversubscription, failure to list an account or providing incomplete or incorrect information could result in fewer shares being allocated than if all information had been properly disclosed. In the event of an oversubscription, the subscription rights of eligible account holders who are also our directors or executive officers and their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to their increased deposits during the year preceding June 30, 2009.

Priority 2: Employee Stock Ownership Plan.  The employee stock ownership plan will receive, without payment therefor, second priority, nontransferable subscription rights to purchase, in the aggregate, up to 8.0% of the common stock of Alliance Bancorp — New to be outstanding after the conversion and offering, less the number of shares previously acquired by the employee stock ownership plan, as adjusted. The employee stock ownership plan intends to purchase a number of shares of Alliance Bancorp — New equal to 4.63% of the shares sold in the offering, or 143,652 shares based on the midpoint of the offering range. When combined with shares previously acquired by the employee stock ownership plan, as adjusted for the exchange ratio, the employee stock ownership plan will have acquired a number of shares equal to 7.0% of the to be outstanding shares of common stock of Alliance Bancorp — New. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased directly by or which are otherwise attributable to any other participants in the subscription and community offering, including subscriptions of any of Alliance Bank’s directors, officers, employees or associates. See “Management — New Stock Benefit Plans — Employee Stock Ownership Plan.” In the event that the total number of shares of common stock sold in the offering is increased to an amount greater than the number of shares representing the maximum of the offering range, the employee stock ownership plan will have a priority right to purchase any such shares exceeding the maximum of the offering range. Alternatively, our employee stock ownership plan may purchase some or all of the shares of Alliance Bancorp — New common stock that it intends to purchase in the open market after the offering is completed, subject to approval of the Office of Thrift Supervision.

Priority 3: Supplemental Eligible Account Holders.  Each Alliance Bank depositor with an account balance of at least $50 at the close of business on          , 2010 will receive, without payment therefor, third priority, nontransferable subscription rights to subscribe for, in the subscription offering, up to the greater of:

•  $500,000 (50,000 shares) of common stock; or

•  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 supplemental eligible account holder’s qualifying deposit and the denominator of which is the total amount of qualifying deposits of all supplemental eligible account holders, in each case as of the close of business on the supplemental eligibility record date,          , 2010, subject to the overall purchase limitations. See “— Limitations on Common Stock Purchases.”

If there are not sufficient shares available to satisfy all subscriptions of supplemental eligible account holders, shares first will be allocated so as to permit each subscribing supplemental eligible account holder to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, unallocated shares will be allocated to subscribing supplemental eligible account holders

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whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all such subscribing supplemental eligible account holders whose subscriptions remain unfilled, provided that no fractional shares shall be issued.

To ensure proper allocation of common stock, each supplemental eligible account holder must list on the stock order form all deposit accounts in which he or she has an ownership interest at          , 2010. In the event of oversubscription, failure to list an account or providing incorrect or incomplete information could result in fewer shares being allocated than if all information had been properly disclosed.

Priority 4: Other Depositors.  To the extent that there are shares remaining after satisfaction of subscriptions by eligible account holders, the employee stock ownership plan and supplemental eligible account holders, each depositor of Alliance Bank as of the close of business on          , 2010 will receive, without payment therefor, fourth priority, nontransferable subscription rights to subscribe for, in the subscription offering, up to $500,000 (50,000 shares) of common stock, subject to the overall purchase limitations. See “— Limitations on Common Stock Purchases.”

In the event the other depositors subscribe for a number of shares which, when added to the shares subscribed for by eligible account holders, the employee stock ownership plan and supplemental eligible account holders, is in excess of the total number of shares of common stock offered, shares first will be allocated so as to permit each subscribing other depositor to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any remaining shares will be allocated among subscribing other depositors whose subscriptions remain unfilled on a pro rata basis in the same proportion as each such other depositor’s subscription bears to the total subscriptions of all such other depositors, provided that no fractional shares shall be issued.

To ensure proper allocation of common stock, each other depositor must list on the stock order form all deposit accounts in which he or she had an ownership interest at          , 2010. In the event of an oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

Expiration Date for the Subscription Offering.  The subscription offering will expire at 2:00 p.m., Eastern Time, on          , 20  , unless we extend the offering up to 45 days or additional periods, with the approval of the Office of Thrift Supervision. We may extend the subscription offering until          , 2010, without additional notice to you.

Community Offering.  To the extent that shares remain available for purchase after satisfaction of all subscriptions of eligible account holders, the employee stock ownership plan, supplemental eligible account holders and other depositors, we may elect to offer shares pursuant to the plan of conversion and reorganization to certain members of the general public, with preference given first to natural persons and trusts of natural persons who are residents of Delaware County and Chester County, Pennsylvania (“community residents”), then to public shareholders of Alliance Bancorp and finally to members of the general public. Such persons may purchase up to $500,000 (50,000 shares) of common stock, subject to the overall purchase limitations. See “— Limitations on Common Stock Purchases.” This amount may be increased at our sole discretion. The opportunity to subscribe for shares of common stock in the community offering will be subject to our right in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date.

If there are not sufficient shares available to fill the orders of community residents in the community offering, available shares will be allocated first to each community resident whose order is accepted by us, in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such subscriber, if possible. Thereafter, unallocated shares will be allocated among the community residents whose orders remain unsatisfied on an equal number of shares per order basis until all available shares have been allocated. If oversubscription is due to orders of public shareholders or the general public, shares will be allocated by applying the same allocation described above.

The community offering, if any, may commence simultaneously with, during or subsequent to the completion of the subscription offering and is expected to conclude at the same time as the subscription

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offering. The community offering must be completed within 45 days after the completion of the subscription offering unless otherwise extended, with the approval of the Office of Thrift Supervision.

We, in our absolute discretion, reserve the right to reject any orders in whole or in part which are received in the community offering, at the time of receipt or as soon as practicable following the completion of the community offering. Furthermore, in determining whether a person is a resident of a particular county and thus is eligible for priority treatment, we will consider whether he or she occupies a dwelling in the county, has the intent to remain for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence together with an indication that such presence is something other than merely transitory in nature. We may utilize deposit or loan records or other evidence provided to us to make a determination as to a person’s resident status. In all cases, the determination of residence status will be made by us in our sole discretion.

Syndicated Community Offering.  The plan of conversion and reorganization provides that, if feasible, shares of common stock not purchased in the subscription and community offerings may be offered for sale to the general public in a syndicated community offering through a syndicate of registered broker-dealers managed by Stifel, Nicolaus & Company, Incorporated. In the syndicated community offering, investors will be permitted to place orders for $500,000 (50,000 shares) of common stock, subject to the overall purchase limitations. See “— Limitations on Common Stock Purchases.” We have the right to reject orders in whole or part in our sole discretion in the syndicated community offering. The syndicated community offering will terminate no more than 45 days following the completion of the subscription offering, unless we extend the offering with the approval of the Office of Thrift Supervision. We may begin the syndicated community offering at any time following the commencement of the subscription offering.

Orders received in connection with the syndicated community offering, if any, will receive a lower priority than orders received in the subscription offering and community offering. Common stock sold in the syndicated community offering will be sold at the same price as all other shares in the offering. A syndicated community offering would be open to the general public, however, we have the right to reject orders, in whole or in part, in our sole discretion in the syndicated community offering.

If a syndicated community offering is held, Stifel, Nicolaus & Company, Incorporated will serve as sole book running manager. In such capacity, Stifel, Nicolaus & Company, Incorporated may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority member firms. Neither Stifel, Nicolaus & Company, Incorporated nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering. The syndicated community offering will be conducted in accordance with certain Securities and Exchange Commission rules applicable to best efforts offerings. Under these rules, Stifel, Nicolaus & Company, Incorporated or the other broker-dealers participating in the syndicated community offering generally will accept payment for shares of common stock to be purchased in the syndicated community offering through a sweep arrangement, provided we have received subscriptions to meet the minimum of the offering range, under which a customer’s brokerage account at the applicable participating broker-dealer will be debited in the amount of the purchase price for the shares of common stock that such customer wishes to purchase in the syndicated community offering on the settlement date. Customers who authorize participating broker-dealers to debit their brokerage accounts are required to have the funds for the payment in their accounts on, but not before, the settlement date. The sweep arrangements will meet the following conditions: (i) shares will only be sold to customers with accounts at Stifel, Nicolaus & Company, Incorporated or at another participating broker-dealer, and (ii) accounts will not be swept until the settlement date, which will occur only after the minimum number of shares are sold. Institutional investors will pay Stifel, Nicolaus & Company, Incorporated, in its capacity as sole book running manager, for shares purchased in the syndicated community offering on the settlement date through the services of the Depository Trust Company on a delivery versus payment basis. The closing of the syndicated community offering is subject to conditions set forth in an agency agreement among Alliance Bancorp, Alliance Bancorp — New, Alliance Mutual Holding Company and Alliance Bank on one hand and Stifel, Nicolaus & Company, Incorporated on the other hand. If and when all the conditions for the closing are met, funds for common stock sold in the syndicated community offering, less fees and commission payable by us, will be delivered promptly to us. If the offering is consummated, but some or all of an interested investor’s

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funds are not accepted by us, those funds will be returned to the interested investor promptly after closing, without interest. If the offering is not consummated, funds in the account will be returned promptly, without interest, to the potential investor. Normal customer ticketing will be used for order placement. In the syndicated community offering, order forms will not be used.

If we are unable to find purchasers from the general public to reach the minimum of the offering range, we may make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision and may provide for purchases for investment purposes by directors, officers, their associates and other persons in excess of the limitations provided in the plan of conversion and reorganization, and in excess of the proposed director and executive officer purchases discussed in this prospectus, although no such purchases are currently intended. If other purchase arrangements cannot be made, we may either: terminate the offering and promptly return all funds; promptly return all funds, set a new offering range and give all subscribers the opportunity to place a new order for shares of Alliance Bancorp — New common stock; or take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission. If such other arrangements are approved by the Office of Thrift Supervision, we will be required to submit a post-effective amendment with the Securities and Exchange Commission and the Financial Industry Regulatory Authority, who must review and approve such other arrangements.

How We Determined the Price Per Share, the Offering Range and the Exchange Ratio

The plan of conversion and reorganization requires that the aggregate purchase price of our common stock must be based on the appraised pro forma market value of the common stock, as determined on the basis of an independent valuation. We have retained RP Financial, LC. to make such valuation. For its services in making such appraisal and any expenses incurred in connection therewith, RP Financial will receive a fee of $50,000 (plus an additional $5,000 for each appraisal update), plus reasonable out-of-pocket expenses. We have agreed to indemnify RP Financial and its employees and affiliates against certain losses, arising out of its services as appraiser.

Consistent with Office of Thrift Supervision appraisal guidelines, the independent appraisal applied three primary methodologies to estimate the pro forma market value of our common stock: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach applied to reported earnings; and the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based upon the current market valuations of a peer group of companies considered by RP Financial to be comparable to us, subject to valuation adjustments applied by RP Financial to account for differences between ourselves and the peer group. The peer group analysis conducted by RP Financial included a total of 10 publicly traded financial institutions with assets averaging $556 million and market capitalizations of at least $1.7 million and averaging $40 million as of August 20, 2010. The peer group is comprised of publicly traded thrifts all selected based on asset size, market area and operating strategy. In preparing its appraisal, RP Financial considered both the price-to-earnings approach and the price-to-book and price-to-tangible book value approaches and placed a lesser emphasis on the price-to-assets approaches in estimating pro forma market value. RP Financial’s appraisal report is filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

The appraisal has been prepared by RP Financial in reliance upon the information contained in this prospectus, including the financial statements. RP Financial also considered the following factors, among others:

•  our present and projected operating results and financial condition and the economic and demographic conditions in Alliance Bank’s existing market area;

•  certain historical, financial and other information;

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•  a comparative evaluation of our operating and financial statistics compared to with those of other similarly situated publicly-traded companies located in Pennsylvania and the Mid-Atlantic and New England regions of the United States;

•  the aggregate size of the offering of Alliance Bancorp — New common stock;

•  the impact of the conversion on our net worth and earnings potential;

•  our proposed dividend policy; and

•  the trading market for our common stock and securities of comparable companies and general conditions in the market for such securities.

In determining the amount of the appraisal, RP Financial reviewed Alliance Bancorp’s price/earnings, price/book and price/assets ratios on a pro forma basis giving effect to the net conversion proceeds to the comparable ratios for a peer group consisting of 10 holding companies of thrift institutions. The peer group included companies with:

•  assets averaging $556 million;

•  non-performing assets averaging 1.18% of total assets;

•  equity equal to 10.1% of assets; and

•  price/earnings ratios equal to an average of 16.11x and ranging from 6.42x to 34.94x.

RP Financial’s independent valuation also utilized certain assumptions as to our pro forma earnings after the conversion and offering. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds, and expenses related to our stock-based benefit plans, including the employee stock ownership plan, the recognition and retention plan and the stock option plan. See “Pro Forma Data” for additional information concerning these assumptions. The use of different assumptions may yield different results.

RP Financial prepared a valuation dated August 20, 2010. RP Financial has advised us that, as of August 20, 2010, the estimated pro forma market value, or valuation range, of our common stock, including Subscription Shares, exchange shares issued to current shareholders of Alliance Bancorp, ranged from a minimum of $44.3 million to a maximum of $59.9 million, with a midpoint of $52.0 million. The boards of directors of Alliance Bancorp, Alliance Bancorp — New and Alliance Bank have decided to offer the shares for a price of $10.00 per share. RP Financial has advised us that, based on the board establishing the parameters that the ownership interests of public shareholders be preserved in the second step transaction that as of August 20, 2010, the exchange ratio ranged from a minimum of 0.6631 to a maximum of 0.8971 with a midpoint of 0.7801 shares of the new holding company’s common stock per share of currently issued Alliance Bancorp common stock. The number of shares offered will be equal to the aggregate offering price divided by the price per share. Based on the valuation range, the percentage of Alliance Bancorp common stock owned by Alliance Mutual Holding Company and the $10.00 price per share, the minimum of the offering range is 2,635,000 shares, the midpoint of the offering range is 3,100,000 shares, the maximum of the offering range is 3,565,000 shares and 15% above the maximum of the offering range is 4,099,750 shares. RP Financial’s independent valuation will be updated before we complete our conversion and offering.

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The following table presents a summary of selected pricing ratios for Alliance Bancorp — New, for the peer group and for all fully converted publicly traded savings banks and savings associations. The figures for Alliance Bancorp — New are from RP Financial’s appraisal report and they thus do not correspond exactly to the ratios presented in the “Pro Forma Data” section of this prospectus. Compared to the average pricing ratios of the peer group, our pro forma pricing ratios at the maximum of the offering range indicate a premium of 375.2% on a price-to-earnings basis and a discount of 12.7% and 22.0%, respectively, on a price-to-book basis and price-to-tangible book basis.

	Price to			Price to			Price to
	Earnings			Book Value			Tangible Book
	Multiple(1)			Ratio(2)			Value Ratio(2)
Alliance Bancorp — New (pro forma):
Minimum		55.53	x		57.80	%		57.80	%
Midpoint		65.94	x		64.72			64.72
Maximum		76.55	x		70.97			70.97
Maximum, as adjusted		89.00	x		77.40			77.40
Peer group companies as of August 20, 2010:
Average		16.11	x		81.26	%		90.93	%
Median		14.55	x		81.87			86.75
All publicly-traded savings banks:
Average		18.54	x		70.74	%		78.82	%
Median		15.93	x		68.12			75.42

(1)	Ratios are based on earnings for twelve months ended June 30, 2010, and share prices as of August 20, 2010.
(2)	Ratios are based on book value as of June 30, 2010 and share prices as of August 20, 2010.

At the midpoint of the appraisal, our pro forma price to earnings and price to book ratios as of or for the twelve months ended June 30, 2010 were 65.94x and 64.72%, respectively, compared to average ratios for the peer group of 16.11x and 81.26%, respectively.

The boards of directors of Alliance Bancorp, Alliance Mutual Holding Company and Alliance Bank reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the offering range was reasonable and adequate. Our boards of directors also established the formula for determining the exchange ratio. Based upon such formula and the offering range, the exchange ratio ranged from a minimum of 0.6631 to a maximum of 0.8971 exchange shares for each current share of Alliance Bancorp common stock, with a midpoint of 0.7801. Based upon this exchange ratio, we expect to issue between 1,792,183 and 2,424,717 exchange shares to the current holders of Alliance Bancorp common stock outstanding immediately prior to the completion of the conversion and offering. The estimated offering range and the exchange ratio may be amended with the approval of the Office of Thrift Supervision, if required, or if necessitated by subsequent developments in our financial condition or market conditions generally. In the event the appraisal is updated so that our estimated pro forma market value is below $44.3 million or above $68.9 million, the maximum of the offering range, as adjusted by 15%, such appraisal will be filed with the Securities and Exchange Commission by post-effective amendment.

In the event we receive orders for common stock in excess of $35.7 million, the maximum of the valuation, and up to $41.0 million, the maximum of the estimated valuation, as adjusted by 15%, we may be required by the Office of Thrift Supervision to accept all such orders. No assurances, however, can be made that we will receive orders for common stock in excess of the maximum of the offering range or that, if such orders are received, that all such orders will be accepted because the final valuation and number of shares to be issued are subject to the receipt of an updated appraisal from RP Financial which reflects such an increase in the valuation and the approval of such increase by the Office of Thrift Supervision.

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RP Financial’s valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing our common stock. RP Financial did not independently verify the financial statements and other information provided by us, nor did RP Financial value independently our assets or liabilities. The valuation considers us as a going concern and should not be considered as an indication of our liquidation value. Moreover, because such valuation 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 purchasing our common stock or receiving exchange shares will thereafter be able to sell such shares at prices at or above the purchase price of $10.00 per share or in the range of the foregoing valuation of the pro forma market value thereof.

We will not make any sale of shares of common stock or issue any exchange shares unless prior to such sale or exchange, RP Financial confirms that nothing of a material nature has occurred which, taking into account all relevant factors, would cause it to conclude that the pro forma market value of our common stock as of the consummation of the conversion and offering is materially incompatible with the estimated pro forma market value of Alliance Bancorp — New common stock reflected in the valuation prepared by RP Financial, LC as of August 20, 2010. If such is not the case, a new offering range may be set, a new exchange ratio may be determined based upon the new offering range, a new subscription and community offering and/or syndicated community offering may be held or such other action may be taken as we determine and the Office of Thrift Supervision may permit or require.

Depending upon market or financial conditions, the total number of shares of common stock to be issued may be increased or decreased without a resolicitation of subscribers, provided that the product of the total number of shares times the purchase price of $10.00 per share is not below the minimum or more than 15% above the maximum of the offering range. In the event market or financial conditions change so as to cause the aggregate purchase price of the shares to be below the minimum of the offering range or more than 15% above the maximum of such range, purchasers will be resolicited. In such instance, we will notify subscribers and return the amount they have submitted with their orders, with interest at our passbook savings rate of interest, or cancel their withdrawal authorization and we will resolicit orders from subscribers. Any change in the offering range must be approved by the Office of Thrift Supervision. Any change in the number of shares of common stock will result in a corresponding change in the number of exchange shares, so that upon completion of the conversion and offering the exchange shares will represent approximately 59.5% of our total outstanding shares of common stock.

An increase in the number of shares of common stock as a result of an increase in the offering range would decrease both a subscriber’s ownership interest and our pro forma net earnings and stockholders’ equity on a per share basis while increasing pro forma net earnings and stockholders’ equity on an aggregate basis. A decrease in the number of shares of common stock would increase both a subscriber’s ownership interest and our pro forma net earnings and stockholders’ equity on a per share basis while decreasing pro forma net earnings and stockholders’ equity on an aggregate basis.

Limitations on Common Stock Purchases

The plan of conversion and reorganization includes the following limitations on the number of shares of common stock which may be purchased:

(1) No less than 25 shares of common stock may be purchased;

(2) Each eligible account holder may subscribe for and purchase in the subscription offering up to the greater of (a) $500,000 (50,000 shares) of common stock or (b) 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be issued 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 qualifying deposits of all eligible account holders, in each case as of the close of business on the eligibility record date, June 30, 2009, subject to the overall limitations in clauses 7 and 8 below;

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(3) The employee stock ownership plan may purchase in the aggregate up to 8.0% of the shares of common stock to be sold in the offering, including any additional shares issued in the event of an increase in the offering range;

(4) Each supplemental eligible account holder may subscribe for and purchase in the subscription offering up to the greater of (a) $500,000 (50,000 shares) of common stock or (b) 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be issued 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 qualifying deposits of all supplemental eligible account holders, in each case as of the close of business on the supplemental eligibility record date,          , 20  , provided, however, that this amount may be increased up to 5.0% of the Subscription Shares sold, which would be 131,750 shares at the minimum of the offering range, subject to the overall limitations in clauses 7 and 8 below;

(5) Each other depositor, that is any depositor of Alliance Bank as of the close of business on          , 2010, may subscribe for and purchase in the subscription offering up to $500,000 (50,000 shares) of common stock, subject to the overall limitations in clauses 7 and 8 below;

(6) Each person purchasing shares in the community offering or syndicated community offering may subscribe for and purchase up to $500,000 (50,000 shares) of common stock, subject to the overall limitations in clauses 7 and 8 below;

(7) Except for the employee stock ownership plan, the maximum number of shares of common stock subscribed for or purchased in all categories by any person, together with associates of and groups of persons acting in concert with such persons, shall not exceed $1.0 million (100,000 shares);

(8) In addition, the maximum number of shares of common stock that may be subscribed for or purchased in all categories by any public shareholder of Alliance Bancorp, together with associates of and groups of persons acting in concert with such shareholder, when combined with any exchange shares to be received by existing shareholder and his associates may not exceed 5.0% of the total shares of common stock outstanding upon completion of the conversion and offering. However, existing shareholders will not be required to sell any shares of Alliance Bancorp common stock or be limited from receiving any exchange shares or have to divest themselves of any exchange shares or shares as a result of this limitation.

(9) No more than 27% of the total number of shares sold in the offering may be purchased by directors and officers of Alliance Bank and their associates in the aggregate, excluding purchases by the employee stock ownership plan.

We may, in our sole discretion, increase the individual or aggregate purchase limitations to up to 5.0% of the shares of common stock sold in the offering or we may decrease the individual or aggregate purchase limitations. We do not intend to increase the maximum purchase limitation unless market conditions warrant. If we decide to increase the purchase limitations, persons who subscribed for the maximum number of shares of common stock in the subscription offering and who indicated a desire on their stock order form a desire to be resolicited will be given the opportunity to increase their subscriptions accordingly, subject to the rights and preferences of any person who has priority subscription rights.

In the event that we increase the maximum purchase limitation to 5.0% of the shares of common stock sold in the offering, we may further increase the maximum purchase limitation to 9.99%, provided that orders for common stock exceeding 5.0% of the shares of common stock sold in the offering may not exceed in the aggregate 10.0% of the total shares of common stock sold in the offering.

In the event of an increase in the total number of shares of Alliance Bancorp — New common stock due to an increase in the offering range of up to 15%, the additional shares will be allocated in the following order of priority in accordance with the plan of conversion and reorganization:

•  to fill the subscription of the employee stock ownership plan;

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•  in the event that there is an oversubscription by eligible account holders, to fill unfulfilled subscriptions of eligible account holders;

•  in the event that there is an oversubscription by supplemental eligible account holders, to fill unfulfilled subscriptions of supplemental eligible account holders;

•  in the event that there is an oversubscription by other depositors, to fill unfulfilled subscriptions of other depositors; and

•  to fill unfulfilled subscriptions in the community offering.

No person, together with associates of, and those acting in concert with, such person, may purchase more than the overall maximum purchase limit of $1.0 million of the shares of our common stock to be sold in the offering, which equals 100,000 shares. The term “acting in concert” is defined in the plan of conversion and reorganization to mean (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 (2) a combination or pooling of voting or other interest 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 that other party will 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, the fact that persons reside at the same address or that such persons have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. For purposes of the plan of conversion and reorganization, our directors are not deemed to be acting in concert solely by reason of their board membership.

The term “associate” of a person is defined to mean (a) any corporation or other organization, other than Alliance Mutual Holding Company, Alliance Bancorp or Alliance Bank or a majority-owned subsidiary of Alliance Bank or Alliance Bancorp, of which such person is a director, officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities; (b) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, provided, however, that such term shall not include any of our tax-qualified employee stock benefit plans in which such person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such person, or any relative of such spouse, who either has the same home as such person or who is a director or officer of us or any of our subsidiaries. In addition, joint account relationships and common addresses will be taken into account in applying the overall purchase limitations. Persons having the same address or exercising subscription rights through qualifying deposit accounts registered to the same address will be assumed to be associates of, and acting in concert with, each other. We have the right to determine, in our sole discretion, whether purchasers are associates or acting in concert. Furthermore, 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 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 conversion and reorganization.

Marketing Arrangements

To assist in the marketing of our common stock, we have retained Stifel, Nicolaus & Company, Incorporated, which is a broker-dealer registered with the Financial Industry Regulatory Authority. Stifel, Nicolaus & Company, Incorporated will assist us on a best efforts basis in the offering by:

•  acting as our financial advisor for the conversion and offering;

•  providing administrative services and managing the Stock Information Center;

•  educating our employees regarding the offering;

•  targeting our sales efforts, including assisting in the preparation of marketing materials; and

•  soliciting orders for common stock.

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For these services, Stifel, Nicolaus & Company, Incorporated will receive an advisory and administrative fee of $30,000 and 1.0% of the dollar amount of all shares of common stock sold in the subscription and community offering. The sales fee will be reduced by the advisory and administrative fee. No sales fee will be payable to Stifel, Nicolaus & Company, Incorporated with respect to shares purchased by officers, directors and employees or their immediate families and shares purchased by our tax-qualified and non-qualified employee benefit plans. In the event that Stifel, Nicolaus & Company, Incorporated sells common stock through a group of broker-dealers in a syndicated community offering, it will be paid a fee equal to 1.0% of the dollar amount of total shares sold in the syndicated community offering, which fee along with the fee payable to selected dealers (which may include Stifel, Nicolaus & Company, Incorporated) shall not exceed 6.0% in the aggregate. Stifel, Nicolaus & Company, Incorporated also will be reimbursed for allocable expenses in amounts not to exceed $30,000 for the subscription offering and community offering and not to exceed an additional $50,000 for the syndicated offering, and for attorney’s fees in an amount not to exceed $75,000.

In the event that we are required to resolicit subscribers for shares of our common stock in the subscription and community offerings, Stifel, Nicolaus & Company, Incorporated will be required to provide significant additional services in connection with the resolicitation (including repeating the services described above), and we may pay Stifel, Nicolaus & Company, Incorporated an additional fee for those services that will not exceed $30,000. Under such circumstances, with our consent, Stifel, Nicolaus & Company, Incorporated may be reimbursed for additional allowable expenses not to exceed $10,000 and additional reimbursable attorney’s fees not to exceed $20,000, provided that the aggregate of all reimbursable expenses and legal fees shall not exceed $185,000.

We will indemnify Stifel, Nicolaus & Company, Incorporated against liabilities and expenses, including legal fees, incurred in connection with certain claims or litigation 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, as amended.

Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of Alliance Bank may assist in the offering, but only in ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. No sales activity will be conducted in any Alliance Bank banking office. Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Stifel, Nicolaus & Company, Incorporated. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers, directors or employees will be compensated in connection with their participation in the offering.

In addition, we have engaged Stifel, Nicolaus & Company, Incorporated to act as our records management agent in connection with the conversion and offering. In its role as records management agent, Stifel, Nicolaus & Company, Incorporated will coordinate with our data processing contacts and interface with the Stock Information Center to provide the records processing and the proxy and stock order services, including but not limited to: (1) consolidation of deposit accounts and vote calculation; (2) preparation of information for order forms and proxy cards; (3) interfacing with our financial printer; (4) recording stock order information; and (5) tabulating proxy votes. For these services, Stifel, Nicolaus & Company, Incorporated will receive a fee of $30,000 and we will have made an advance payment of $5,000 with respect to this fee. We will also reimburse Stifel, Nicolaus & Company, Incorporated for its reasonable out-of-pocket expenses associated with its acting as information agent in an amount not to exceed $5,000.

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Stifel, Nicolaus & Company, Incorporated has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for common stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold in the conversion and offering. Stifel, Nicolaus & Company, Incorporated expresses no opinion as to the prices at which common stock to be issued may trade.

Lock-up Agreements

We and our directors and executive officers have agreed not to, directly or indirectly, offer, sell, transfer, pledge, assign, hypothecate or otherwise encumber any shares of our common stock or options, warrants or other securities exercisable, convertible or exchangeable for our common stock during the period commencing with the filing of the registration statement for the offering and conversion and ending 90 days after completion of the conversion and offering without the prior written consent of Stifel, Nicolaus & Company, Incorporated. In addition, except for securities issued pursuant to existing employee benefit plans in accordance with past practices or securities issued in connection with a merger or acquisition by us, we have agreed not to issue, offer to sell or sell any shares of our common stock or options, warrants or other securities exercisable, convertible or exchangeable for our common stock without the prior written consent of Stifel, Nicolaus & Company, Incorporated for a period of 90 days after completion of the conversion and offering.

Prospectus Delivery

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the expiration date of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver a prospectus any later than two days prior to that date. We are not obligated to deliver a prospectus or order form by means other than U.S. Mail. Execution of an order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Stock order forms will be distributed only if preceded or accompanied by a prospectus.

In the syndicated community offering or any “stand by” underwritten public offering, a prospectus in electronic format may be made available on the Internet sites or through other online services maintained by Stifel, Nicolaus & Company, Incorporated or one or more other members of the syndicate, or by their respective affiliates. In those cases, prospective investors may view offering terms online and, depending upon the syndicate member, prospective investors may be allowed to place orders online. The members of the syndicate may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

Other than the prospectus in electronic format, the information on the Internet sites referenced in the preceding paragraph and any information contained in any other Internet site maintained by any member of the syndicate is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or by Stifel, Nicolaus & Company, Incorporated or any other member of the syndicate in its capacity as selling agent or syndicate member and should not be relied upon by investors.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Use of Order Forms.  In order to purchase shares of common stock in the subscription offering or community offering, you must submit a properly completed original stock order form and remit full payment. Incomplete stock order forms or stock order forms that are not signed are not required to be accepted. We are not required to accept stock orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received (not postmarked) prior to 2:00 p.m. Eastern Time, on          , 20  . We are not required to accept stock order forms that are not received by that time, are executed defectively or are received without submitting full payment or without appropriate deposit account withdrawal instructions. We are not required to notify purchasers of incomplete or improperly executed stock order forms. We have the

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right to waive or permit the correction of incomplete or improperly executed stock order forms, but we do not represent that we will do so.

You may submit your stock order form and payment by mail using the stock order reply envelope provided; by overnight delivery to our Stock Information Center at the indicated address on the order form; or by hand- delivering your stock order form to Alliance Bank’s main office, located at 541 Lawrence Road, Broomall, Pennsylvania. We will not accept stock order forms at other Alliance Bank offices. Once tendered, a stock order form cannot be modified or revoked without our consent. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering.

If you are ordering shares in the subscription offering, by signing the stock order form you are representing that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares.

By signing the stock order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by Alliance Bank or any federal or state government, and that you received a copy of this prospectus. However, signing the stock order form will not cause you to waive your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934. We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of conversion and reorganization. Our interpretation of the terms and conditions of the plan of conversion and reorganization and of the acceptability of stock order forms will be final.

Payment for Shares.  Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid. Payment for shares may be made only by:

•  Cash, if delivered in person to Alliance Bank’s main office;

•  Personal check, bank check or money order made payable directly to “Alliance Bancorp, Inc.”; or

•  Authorization of withdrawal from the types of Alliance Bank deposit accounts permitted on the stock order form.

Appropriate means for designating withdrawals from deposit accounts at Alliance Bank are provided on the order forms. The funds designated must be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the applicable contract rate until the offering is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock during the offering; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be cancelled at the time of withdrawal without penalty and the remaining balance will earn interest calculated at Alliance Bank’s passbook rate subsequent to the withdrawal.

If payment is made by personal check, funds must be available in the account. Payments made by check or money order will be immediately cashed and placed in a segregated account at Alliance Bank and will earn interest calculated at Alliance Bank’s passbook rate from the date payment is received until the offering is completed, at which time a subscriber will be issued a check for interest earned.

You may not remit Alliance Bank line of credit checks, and we will not accept wire transfers or third-party checks, including those payable to you and endorsed over to Alliance Bancorp, Inc. You may not designate on your stock order form a direct withdrawal from an Alliance Bank retirement account. See “— Using Retirement Account Funds to Purchase Shares” for information on using such funds. Additionally, you may not designate on your stock order form a direct withdrawal from Alliance Bank deposit accounts with check-writing privileges. Please provide a check instead. If you request direct withdrawal, we reserve the

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right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s).

Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by          , 20  , in which event subscribers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

Regulations prohibit Alliance Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with a 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 offering. This payment may be made by wire transfer.

Our employee stock ownership plan will not be required to pay for any shares purchased in the offering until consummation of the offering, provided there is a loan commitment from an unrelated financial institution or Alliance Bancorp — New to lend to the employee stock ownership plan the necessary amount to fund the purchase.

Using Retirement Account Funds To Purchase Shares.  A depositor interested in using funds in his or her individual retirement account(s) (IRAs) or any other retirement account at Alliance Bank to purchase common stock must do so through a self-directed retirement account. Since Alliance Bank does not offer self-directed accounts, before placing a stock order, a depositor must make a transfer of funds from Alliance Bank to a trustee (or custodian) offering a self-directed retirement account program (such as a brokerage firm). There will be no early withdrawal or Internal Revenue Service interest penalties for such transfers. The new trustee would hold the common stock in a self-directed account in the same manner as we now hold the depositor’s retirement funds. An annual administrative fee may be payable to the new trustee. Subscribers interested in using funds in a retirement account held at Alliance Bank or elsewhere to purchase common stock should contact the Stock Information Center for assistance at least two weeks before the          , 20   offering expiration date, because processing such transactions takes additional time. Whether or not you may use retirement funds for the purchase of shares in the offering depends on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

Termination of Offering.  We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest calculated at Alliance Bank’s passbook rate from the date of processing.

Persons in Non-qualified States or Foreign Countries

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 pursuant to the plan of conversion and reorganization reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign country or resides in a state of the United States with respect to which:

•  the number of persons otherwise eligible to subscribe for shares under the plan of conversion and reorganization who reside in such jurisdiction is small;

•  the granting of subscription rights or the offer or sale of shares of common stock to such persons would require any of us or our officers, directors or employees, under the laws of such jurisdiction, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify our securities for sale in such jurisdiction or to qualify a foreign corporation or file a consent to service of process in such jurisdiction; or

•  such registration, qualification or filing in our judgment would be impracticable or unduly burdensome for reasons of costs or otherwise.

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Where the number of persons eligible to subscribe for shares in one state is small, we will base our decision as to whether or not to offer our common stock in such state on a number of factors, including but not limited to the size of accounts held by account holders in the state, the cost of registering or qualifying the shares or the need to register us or our officers, directors or employees as brokers, dealers or salesmen.

Restrictions on Transfer of Subscription Rights and Shares

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 conversion and reorganization or the shares of common stock to be issued upon their exercise. Such rights may be exercised only by you and only your account. If you exercise your such subscription rights, you will be required to certify that you are purchasing shares in the subscription offering 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 prior to the completion of the conversion and offering.

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.

Delivery and Exchange of Stock Certificates

Subscription and Community Offerings.  Certificates representing shares issued in connection with the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the addresses designated by such persons on the stock order form as soon as practicable following completion of the conversion and offering. Any certificates returned as undeliverable will be held by our transfer agent until claimed by persons legally entitled thereto or otherwise disposed of in accordance with applicable law. Until certificates for subscription shares are available and delivered to subscribers, subscribers may not be able to sell such shares, even though trading of the common stock of Alliance Bancorp — New will have commenced.

We will not execute orders until at least the minimum number of shares of common stock (2,635,000 shares) have been subscribed for or otherwise sold. If the minimum number of shares have not been subscribed for or sold within 45 days after the expiration date or          , 20  , unless such period is extended with the consent of the Office of Thrift Supervision, all funds received in the offering will be returned promptly to the subscribers, with interest, and all withdrawal authorizations will be canceled. If an extension beyond          , 20   is granted, we will notify subscribers of the extension of time and subscribers will have the right to confirm, modify or rescind their stock 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 cancelled.

Exchange Shares.  After completion of the conversion and reorganization, each holder of a certificate or certificates theretofore evidencing issued and outstanding shares of Alliance Bancorp common stock, other than Alliance Mutual Holding Company, upon surrender of the same to the exchange agent, which is anticipated to be the transfer agent for our common stock, will receive a certificate or certificates representing the number of full shares of Alliance Bancorp — New common stock for which the shares of the Alliance Bancorp common stock theretofore represented by the certificate or certificates so surrendered shall have been converted based on the exchange ratio. The exchange agent will promptly mail to each such holder of record of an outstanding certificate which immediately prior to the consummation of the conversion and offering evidenced shares of Alliance Bancorp and which is to be exchanged for Alliance Bancorp — New common stock based on the exchange ratio as provided in the plan of conversion and reorganization, a form of letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to such certificate shall pass, only upon delivery of such certificate to the exchange agent, advising such holder of the terms of the exchange and of the procedure for surrendering to the exchange agent such certificate in exchange for a certificate or certificates evidencing Alliance Bancorp common stock. Shareholders of Alliance Bancorp should not forward common stock certificates to us or the exchange agent until they have received the transmittal letter.

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No holder of a certificate theretofore representing shares of Alliance Bancorp common stock will be entitled to receive any dividends in respect of the common stock into which such shares shall have been converted until the certificate representing such shares of Alliance Bancorp common stock is surrendered in exchange for certificates representing shares of Alliance Bancorp — New common stock. In the event that we declare dividends after the conversion and offering but prior to surrender of certificates representing shares of Alliance Bancorp common stock, dividends payable in respect of shares of Alliance Bancorp — New common stock not then issued shall accrue, without interest. Any such dividends shall be paid, without interest, upon surrender of the certificates representing such shares of Alliance Bancorp common stock. We will be entitled, after the completion of the conversion and offering, to treat certificates representing shares of Alliance Bancorp common stock as evidencing ownership of the number of full shares of Alliance Bancorp — New common stock into which the shares of common stock represented by such certificates shall have been converted, notwithstanding the failure on the part of the holder thereof to surrender such certificates.

We will not be obligated to deliver a certificate or certificates representing shares of the new holding company’s common stock to which a holder of Alliance Bancorp common stock would otherwise be entitled as a result of the conversion and offering until such holder surrenders the certificate or certificates representing the shares of Alliance Bancorp common stock for exchange as provided above, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by us. If any certificate evidencing shares of common stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange pay to the exchange agent any transfer or other tax required by reason of the issuance of a certificate for shares of common stock in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

Required Approvals

Pursuant to Office of Thrift Supervision regulations, the plan of conversion and reorganization must be approved by (1) at least a majority of the total number of votes eligible to be cast by depositors of Alliance Bank at the special meeting of depositors, (2) holders of at least two-thirds of the outstanding shares of Alliance Bank common stock at the special meeting of shareholders and (3) at least a majority of the outstanding shares of Alliance Bancorp common stock, excluding the shares of Alliance Bancorp held by Alliance Mutual Holding Company, at the special meeting of shareholders. In addition, we must receive the final approval of the Office of Thrift Supervision and the Pennsylvania Department of Banking to complete the conversion and offering.

Certain Restrictions on Purchase or Transfer of Shares After the Conversion and Offering

All shares of common stock purchased in connection with the conversion and offering by our directors or executive officers will be subject to a restriction that the shares not be sold for a period of one year following the conversion and offering, except in the event of the death of such director or executive officer or pursuant to a merger or similar transaction approved by the Office of Thrift Supervision. Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and appropriate stop-transfer instructions will be issued to our transfer agent. Any shares of common stock issued within this one-year period as a stock dividend, stock split or otherwise with respect to such restricted stock will be subject to the same restrictions. Our directors and executive officers will also be subject to the insider trading rules promulgated pursuant to the Securities Exchange Act of 1934, as amended.

Purchases of our common stock by our directors, executive officers and their associates during the three-year period following completion of the conversion and offering 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% of our outstanding common stock or to the purchase of stock pursuant to any tax-qualified employee stock

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benefit plan, such as the employee stock ownership plan, or by any non-tax-qualified employee stock benefit plan, such as a recognition and retention plan.

How You Can Obtain Additional Information — Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the offering, please call our Stock Information Center. The toll-free telephone number is (          )          . The Stock Information Center is open Monday through Friday, from 10:00 a.m. to 4:00 p.m., Eastern Time. The Stock Information Center will be closed weekends and bank holidays.

Liquidation Rights

Liquidation Prior to the Conversion.  In the unlikely event of a complete liquidation of Alliance Mutual Holding Company or Alliance Bancorp prior to the conversion, all claims of creditors of Alliance Bancorp, including those of depositors of Alliance Bank (to the extent of their deposit balances), would be paid first. Thereafter, if there were any assets of Alliance Bancorp remaining, these assets would be distributed to shareholders, including Alliance Mutual Holding Company. Then, if there were any assets of Alliance Mutual Holding Company remaining, depositors of Alliance Bank would receive those remaining assets, pro rata, based upon the deposit balances in their deposit account in Alliance Bank immediately prior to liquidation.

Liquidation Following the Conversion.  In the unlikely event that Alliance Bancorp — New and Alliance Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution of the “liquidation account” maintained by Alliance Bancorp — New pursuant to the plan of conversion to certain depositors, with any assets remaining thereafter distributed to Alliance Bancorp — New as the holder of Alliance Bank capital stock.

The plan of conversion and reorganization, provides for the establishment, upon the completion of the conversion, of a liquidation account by Alliance Bancorp — New for the benefit of eligible account holders and supplemental eligible account holders in an amount equal to Alliance Mutual Holding Company’s ownership interest in the stockholders’ equity of Alliance Bancorp as of the date of its latest balance sheet contained in this prospectus. The plan of conversion and reorganization also provides that Alliance Bancorp — New shall cause the establishment of a bank liquidation account.

The liquidation account established by Alliance Bancorp — New is designed to provide payments to depositors of their liquidation interests in the event of a liquidation of Alliance Bancorp — New and Alliance Bank or of Alliance Bank. Specifically, in the unlikely event that Alliance Bancorp — New and Alliance Bank were to completely liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of June 30, 2009 and          , 2010 of the liquidation account maintained by Alliance Bancorp — New. In a liquidation of both entities, or of Alliance Bank, when Alliance Bancorp — New has insufficient assets to fund the distribution due to eligible account holders and Alliance Bank has positive net worth, Alliance Bank will pay amounts necessary to fund Alliance Bancorp — New’s remaining obligations under the liquidation account. The plan of conversion and reorganization also provides that if Alliance Bancorp — New is sold or liquidated apart from a sale or liquidation of Alliance Bank, then the rights of eligible account holders in the liquidation account maintained by Alliance Bancorp — New will be surrendered and treated as a liquidation account in Alliance Bank. Depositors will have an equivalent interest in the bank liquidation account and the bank liquidation account will have the same rights and terms as the liquidation account.

Pursuant to the plan of conversion and reorganization, after two years from the date of conversion and upon the written request of the Office of Thrift Supervision, Alliance Bancorp — New will eliminate or transfer the liquidation account and the interests in such account to Alliance Bank and the liquidation account shall thereupon become the liquidation account of Alliance Bank and not be subject in any manner or amount to creditors of Alliance Bancorp — New.

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Also, under the rules and regulations of the Office of Thrift Supervision, no post-conversion merger, consolidation, or similar combination or transaction with another depository institution in which Alliance Bancorp — New or Alliance Bank is not the surviving institution would be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution.

Each eligible account holder and supplemental eligible account holder would have an initial interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $50.00 or more held in Alliance Bank on June 30, 2009 or          , 2010, as applicable. Each eligible account holder and supplemental eligible account holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account on June 30, 2009 or          , 2010 bears to the balance of all deposit accounts in Alliance Bank on such date.

If, however, on any December 31 annual closing date commencing after the effective date of the conversion, the amount in any such deposit account is less than the amount in the deposit account on June 30, 2009 or          , 2010 or any other annual closing date, then the interest in the liquidation account relating to such deposit account would be reduced from time to time by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of eligible account holders and supplemental eligible account holders would be separate and apart from the payment of any insured deposit accounts to such depositor. Any assets remaining after the above liquidation rights of eligible account holders and supplemental eligible account holders are satisfied would be distributed to Alliance Bancorp — New as the sole shareholder of Alliance Bank.

Tax Aspects

We believe that the summary of the tax opinions presented below addresses all material federal income tax consequences that are generally applicable to us and the persons receiving subscription rights. One of the conditions to the completion of the conversion and offering is the 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 Pennsylvania tax laws, to the effect that the conversion and offering will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to Alliance Mutual Holding Company, Alliance Bancorp, Alliance Bancorp — New, Alliance Bank, or to 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. This condition may not be waived by us.

Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C., has issued an opinion to Alliance Mutual Holding Company, Alliance Bancorp, Alliance Bancorp — New and Alliance Bank to the effect that, for federal income tax purposes:

1. The conversion of Alliance Mutual Holding Company to stock form will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

2. Alliance Mutual Holding Company will not recognize any gain or loss as a result of its conversion to stock form. (See Sections 361(a), 361(c) and 357(a) of the Code.)

3. The basis of the assets of Alliance Mutual Holding Company immediately following its conversion to stock form will be the same as the basis of such assets immediately prior to its conversion. (See Section 362(b) of the Code.)

4. The holding period of the assets of Alliance Mutual Holding Company immediately following its conversion to stock form will include the holding period of those assets immediately prior to its conversion. (See Section 1223(2) of the Code.)

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5. The merger of Alliance Mutual Holding Company with and into Alliance Bancorp with Alliance Bancorp being the surviving institution (the mutual holding company merger), will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code. (Section 368(a)(1)(A) of the Internal Revenue Code.)

6. The constructive exchange of the eligible account holders’ and supplemental eligible account holders’ liquidation interests in Alliance Mutual Holding Company for liquidation interests in Alliance Bancorp in the mutual holding company merger will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations. (Rev. Rul. 69-3, 1969-1 C.B. 103, and Rev. Rul. 69-646, 1969-2 C.B. 54.)

7. Alliance Mutual Holding Company will not recognize any gain or loss on the transfer of its assets to Alliance Bancorp and Alliance Bancorp’s assumption of its liabilities, if any, in constructive exchange for liquidation interests in Alliance Bancorp or on the constructive distribution of such liquidation interest to Alliance Mutual Holding Company’s persons who are eligible account holders or supplemental eligible account holders. (Sections 361(a), 361(c), and 357(a) of the Internal Revenue Code.)

8. No gain or loss will be recognized by Alliance Bancorp upon the receipt of the assets of Alliance Mutual Holding Company in the mutual holding company merger in exchange for the constructive transfer to eligible account holders and supplemental eligible account holders of liquidation interests in Alliance Bancorp. (Section 1032(a) of the Internal Revenue Code.)

9. Eligible account holders and supplemental eligible account holders will recognize no gain or loss upon the constructive receipt of liquidation interests in Alliance Bancorp in exchange for their liquidation interests in Alliance Mutual Holding Company. (Section 354(a) of the Internal Revenue Code.)

10. The basis of the assets of Alliance Mutual Holding Company (other than the stock in Alliance Bancorp which will be cancelled) to be received by Alliance Bancorp will be the same as the basis of such assets in the hands of Alliance Mutual Holding Company immediately prior to the transfer. (Section 362(b) of the Internal Revenue Code.)

11. The holding period of the assets of Alliance Mutual Holding Company in the hands of Alliance Bancorp will include the holding period of those assets in the hands of Alliance Mutual Holding Company. (Section 1223(2) of the Internal Revenue Code.)

12. The merger of Alliance Bancorp with and into Alliance Bancorp — New (the mid-tier holding company merger) will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code.

13. Alliance Bancorp will not recognize any gain or loss on the transfer of its assets to Alliance Bancorp — New and Alliance Bancorp — New’s assumption of its liabilities in the mid-tier holding company merger, pursuant to which shares of Alliance Bancorp — New common stock will be received in exchange for shares of Alliance Bancorp’s common stock, and eligible account holders and supplemental eligible account holders will receive liquidation interests in Alliance Bancorp — New in exchange for their liquidation interests in Alliance Bancorp.

14. No gain or loss will be recognized by Alliance Bancorp — New upon the receipt of the assets of Alliance Bancorp in the mid-tier holding company merger. (Section 1032(a) of the Internal Revenue Code.)

15. The basis of the assets of Alliance Bancorp (other than stock in Alliance Bank) to be received by Alliance Bancorp — New will be the same as the basis of such assets in the hands of Alliance Bancorp immediately prior to the transfer. (Section 362(b) of the Internal Revenue Code.)

16. The holding period of the assets of Alliance Bancorp in the hands of Alliance Bancorp — New will include the holding period of those assets in the hands of Alliance Bancorp. (Section 1223(2) of the Internal Revenue Code.)

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17. Alliance Bancorp shareholders will not recognize any gain or loss upon their exchange of Alliance Bancorp common stock for Alliance Bancorp — New common stock, except for cash paid in lieu of fractional shares. (Section 354 of the Internal Revenue Code.)

18. The payment of cash to shareholders of Alliance Bancorp in lieu of fractional shares of Alliance Bancorp — New common stock will be treated as though the fractional shares were distributed as part of the mid-tier holding company merger and then redeemed by Alliance Bancorp — New. The cash payments will be treated as distributions in full payment for the fractional shares deemed redeemed under Section 302(a) of the Internal Revenue Code, with the result that such shareholders will have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2 C.B. 574.)

19. Eligible account holders and supplemental eligible account holders will not recognize any gain or loss upon their constructive exchange of their liquidation interests in Alliance Bancorp for the liquidation accounts in Alliance Bancorp — New. (Section 354 of the Internal Revenue Code.)

20. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Alliance Bancorp — New common stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by eligible account holders, supplemental eligible account holders and other members upon distribution to them of nontransferable subscription rights to purchase shares of Alliance Bancorp — New common stock. (Section 356(a) of the Internal Revenue Code.) It is more likely than not that eligible account holders, supplemental eligible account holders and other members will not realize any taxable income as the result of the exercise by them of the nontransferable subscriptions rights. (Rev. Rul. 56-572, 1956-2 C.B. 182.)

21. It is more likely than not that the fair market value of the benefit provided by the bank liquidation account supporting the payment of the liquidation account in the event Alliance Bancorp — New lacks sufficient net assets is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by eligible account holders and supplemental eligible account holders upon the constructive distribution to them of interests in the bank liquidation account as of the effective date of the conversion and reorganization. (Section 356(a) of the Internal Revenue Code.)

22. It is more likely than not that the basis of common stock purchased in the offering by the exercise of the nontransferable subscription rights will be the purchase price thereof. (Section 1012 of the Internal Revenue Code.)

23. Each shareholder’s holding period in his or her Alliance Bancorp — New common stock received in the exchange will include the period during which the common stock surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the shareholder on the date of the exchange. (Section 1223(1) of the Internal Revenue Code.)

24. The holding period of the common stock purchased pursuant to the exercise of subscriptions rights shall commence on the date on which the right to acquire such stock was exercised. (Section 1223(5) of the Internal Revenue Code.)

25. No gain or loss will be recognized by Alliance Bancorp — New on the receipt of money in exchange for common stock sold in the offering. (Section 1032 of the Internal Revenue Code.)

In reaching their conclusions under items 20 and 22 above, Elias, Matz, Tiernan & Herrick L.L.P. has noted that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipients with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering.

ParenteBeard LLC has issued an opinion to Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank to the effect that, more likely than not, the income tax consequences under Pennsylvania law of the conversion and offering are not materially different than for federal tax purposes.

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We received a letter from RP Financial dated          2010, which letter is not binding on the Internal Revenue Service, stating their belief that the subscription rights do not have any value, based on the fact that such rights are acquired by the recipients without cost, are nontransferable and of short duration, and afford the recipients the right only to purchase our 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. In addition, no cash or property will be given to recipients of the subscription rights in lieu of such rights or to those recipients who fail to exercise such rights. Furthermore, the Internal Revenue Service was requested in 1993 in a private letter ruling to address the federal tax treatment of the receipt and exercise of nontransferable subscription rights in a standard conversion but declined to express any opinion. Elias, Matz, Tiernan & Herrick L.L.P. believes, due to the factors discussed in this paragraph, that it is more likely than not that the subscription rights have no value. If the nontransferable subscription rights to purchase common stock are subsequently found to have an ascertainable market value greater than zero, income may be recognized by various recipients of the nontransferable subscription rights (in certain cases, whether or not the rights are exercised) and Alliance Bancorp — New may be taxed on the distribution of the nontransferable subscription rights under Section 311 of the Internal Revenue Code. In this event, the nontransferable subscription rights may be taxed partially or entirely at ordinary income tax rates.

Unlike private rulings, an opinion is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached therein. In the event of such disagreement, there can be no assurance that the Internal Revenue Service would not prevail in a judicial or administrative proceeding. If the Internal Revenue Service determines that the tax effects of the transactions contemplated by the plan of conversion and reorganization are to be treated differently from those presented in the opinion, Alliance Bancorp — New may be subject to adverse tax consequences as a result of the conversion and offering. Eligible subscribers are encouraged to consult with their own tax advisor as to the tax consequences in the event that such subscription rights are deemed to have an ascertainable value.

RESTRICTIONS ON ACQUISITIONS OF ALLIANCE BANCORP — NEW AND
ALLIANCE BANK AND RELATED ANTI-TAKEOVER PROVISIONS

Restrictions in the Articles of Incorporation and Bylaws of Alliance Bancorp — New and Pennsylvania Law

Certain provisions of the articles of incorporation and bylaws of Alliance Bancorp — New and Pennsylvania law which deal with matters of corporate governance and rights of shareholders might be deemed to have a potential anti-takeover effect. Provisions in the articles of incorporation and bylaws of Alliance Bancorp — New provide, among other things:

•  that our board of directors shall be divided into classes with only one-third of its directors standing for reelection each year;

•  that special meetings of shareholders may only be called by our board of directors;

•  that shareholders generally must provide Alliance Bancorp — New advance notice of shareholder proposals and nominations for director and provide certain specified related information in the proposal;

•  that any merger or similar transaction be approved by a super-majority vote (75%) of shareholders entitled to vote unless it has previously been approved by at least two-thirds of our directors;

•  that no person may acquire or offer to acquire more than 10% of the issued and outstanding shares of any class of equity securities of Alliance Bancorp — New; and

•  the board of directors shall have the authority to issue shares of authorized but unissued common stock and preferred stock and to establish the terms of any one or more series of preferred stock, including voting rights.

Provisions of the Pennsylvania Business Corporation Law of 1988, which is referred to as the PBCL in this document, applicable to Alliance Bancorp — New provide, among other things, that

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•  Alliance Bancorp — New may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the five-year period after the interested shareholder became such except under certain specified circumstances;

•  holders of common stock may object to a “control transaction” involving Alliance Bancorp — New (a control transaction is defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation), and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group;” and

•  any “profit,” as defined, realized by any person or group who is or was a “controlling person or group” with respect to Alliance Bancorp — New from the disposition of any equity securities of Alliance Bancorp — New to any person shall belong to and be recoverable by Alliance Bancorp — New when the profit is realized in a specified manner.

Pennsylvania-chartered corporations may exempt themselves from these anti-takeover provisions. Our articles of incorporation do not provide for exemption from the applicability of these provisions. The PBCL includes additional anti-takeover provisions from which Alliance Bancorp — New has elected to exempt itself from as provided in its articles of incorporation.

The provisions noted above as well as others discussed below may have the effect of discouraging a future takeover attempt which is not approved by the board of directors of Alliance Bancorp — New but which individual shareholders may consider to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, shareholders who might wish to participate in such a transaction may not have an opportunity to do so. The provisions may also render the removal of our board of directors or management more difficult. Furthermore, such provisions could render Alliance Bancorp — New being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the market generally and/or in a takeover.

A more detailed discussion of these and other provisions of our articles of incorporation and bylaws and the PBCL is set forth below.

Board of Directors.  The articles of incorporation and bylaws of Alliance Bancorp — New require the board of directors to be divided into three classes as nearly equal in number as possible and that the members of each class will be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually. Holders of the common stock of Alliance Bancorp — New will not have cumulative voting in the election of directors.

Under our articles of incorporation, any vacancy occurring in our board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by a majority vote of the remaining directors, whether or not a quorum is present, or by a sole remaining director. Any director so chosen shall hold office for the remainder of the term to which the director has been elected and until his or her successor is elected and qualified.

The articles of incorporation of Alliance Bancorp — New provide that any director may be removed by shareholders only for cause at a duly constituted meeting of shareholders called expressly for that purpose upon the vote of the holders of not less than a majority of the total votes eligible to be cast by shareholders. Cause for removal shall exist only if the director whose removal is proposed has been either declared incompetent by order of a court, convicted of a felony or an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of such directors’ duties to Alliance Bancorp — New.

Consideration of Interests.  The PBCL provides that in discharging the duties of their respective positions, including in the context of evaluating an offer to acquire Alliance Bancorp — New, the board of

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directors, committees of the board and individual directors of a business corporation may consider the following:

•  the effects of any action upon any and all groups affected by such action, including shareholders, employees, suppliers, customers and creditors of the corporation and upon communities in which offices or other establishments of the corporation are located;

•  the short-term and long-term interests of the corporation, including benefits that may accrue to the corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the corporation;

•  the resources, intent and conduct (past, stated and potential) or any person seeking to acquire control of the corporation; and

•  all other pertinent factors.

The board of directors, committees of the board and individual directors shall not be required, in considering the best interests of the corporation or the effects of any such action, to regard any corporate interest or the interests of any particular group affected by such action as a dominant or controlling interest or factor.

Limitations on Liability.  The articles of incorporation of Alliance Bancorp — New provide that the personal liability of our directors and officers for monetary damages shall be eliminated to the fullest extent permitted by the PBCL as it exists on the effective date of the articles of incorporation or as such law may be thereafter in effect. Section 1713 of the PBCL currently provides that directors, but not officers, of corporations that have adopted such a provision will not be so liable, unless:

•  the director has breached or failed to perform the duties of his office in accordance with the PBCL; and

•  the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

This provision would absolve directors of personal liability for monetary damages for negligence in the performance of their duties, including gross negligence. It would not permit a director to be exculpated, however, for liability for actions involving conflicts of interest or breaches of the traditional “duty of loyalty” to Alliance Bancorp — New and its shareholders, and it would not affect the availability of injunctive or other equitable relief as a remedy.

If Pennsylvania law is amended in the future to provide for greater limitations on the personal liability of directors or to permit corporations to limit the personal liability of officers, the provision in our articles of incorporation limiting the personal liability of directors and officers would automatically incorporate such amendments to the law without further action by shareholders. Similarly, if Pennsylvania law is amended in the future to restrict the ability of a corporation to limit the personal liability of directors, our articles of incorporation would automatically incorporate such restrictions without further action by shareholders.

The provision limiting the personal liability of our directors does not eliminate or alter the duty of our directors; it merely limits personal liability for monetary damages to the extent permitted by the PBCL. Moreover, it applies only to claims against a director arising out of his role as a director; it currently does not apply to claims arising out of his role as an officer, if he is also an officer, or arising out of any other capacity in which he serves because the PBCL does not authorize such a limitation of liability. Such limitation also does not apply to the responsibility or liability of a director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to federal, state or local law.

The provision in our articles of incorporation which limits the personal liability of directors is designed to ensure that the ability of our directors to exercise their best business judgment in managing our affairs is not unreasonably impeded by exposure to the potentially high personal costs or other uncertainties of litigation. The nature of the tasks and responsibilities undertaken by directors of publicly held corporations often require such persons to make difficult judgments of great importance which can expose such persons to personal liability, but from which they will acquire no personal benefit. In recent years, litigation against

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publicly-held corporations and their directors and officers challenging good faith business judgments and involving no allegations of personal wrongdoing has become common. Such litigation regularly involves damage claims which bear no relationship to the amount of compensation received by the directors or officers, particularly in the case of directors who are not employees of the corporation. Such litigation, whether it is well-founded or not, can be very costly. The provision of our articles of incorporation relating to director liability is intended to reduce, in appropriate cases, the risk incident to serving as a director and to enable Alliance Bancorp — New to elect and retain the persons most qualified to serve as directors.

Indemnification of Directors, Officers, Employees and Agents.  The bylaws of Alliance Bancorp — New provide that we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, because such person is or was a director, officer, or agent of Alliance Bancorp — New. Indemnification will be furnished against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such threatened, pending or completed action, suit or proceeding. In particular, indemnification will be made against judgments and settlements in derivative suits. Indemnification will be made unless a judgment or other final adjudication establishes that the act or failure to act giving rise to the claim for indemnification constituted willful misconduct or recklessness. The indemnification provisions also require us to pay reasonable expenses in advance of the final disposition of any action, suit or proceeding, provided that the indemnified person undertakes to repay us if it is ultimately determined that such person was not entitled to indemnification. The rights of indemnification provided in our bylaws are not exclusive of any other rights which may be available under any insurance or other agreement, by vote of shareholders or directors or otherwise. In addition, our bylaws authorize us to maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Alliance Bancorp — New, whether or not we would have the power to provide indemnification to such person. By action of the Alliance Bancorp — New board, we may create and fund a trust fund or fund of any nature, and may enter into agreements with our officers and directors, for securing or insuring in any manner our obligation to indemnify or advance expenses provided for in the provisions in our bylaws regarding indemnification.

Special Meetings of Shareholders.  The articles of incorporation of Alliance Bancorp — New contain a provision pursuant to which, except as otherwise provided by law, special meetings of its shareholders may be called only by the board of directors pursuant to a resolution approved by a majority of the directors then in office.

Shareholder Nominations and Proposals.  The bylaws of Alliance Bancorp — New provide that, subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, all nominations for election to the board of directors, other than those made by the board or a committee thereof, shall be made by a shareholder who has complied with the notice provisions in the bylaws. Written notice of a shareholder nomination must be communicated to the attention of the secretary and either delivered to, or mailed and received at, our principal executive offices not later than (a) with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the mailing of proxy materials by Alliance Bancorp — New in connection with the immediately preceding annual meeting of shareholders, or in the case of the first annual meeting following the conversion and the reorganization, by January 31, 2011.

Our bylaws also provide that only such business as shall have been properly brought before an annual meeting of shareholders shall be conducted at the annual meeting. To be properly brought before an annual meeting, business must be specified in the notice of the meeting, or any supplement thereto, given by or at the direction of the board of directors, or otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to our secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not later than 120 days prior to the anniversary date of the mailing of proxy materials by Alliance Bancorp — New in connection with the immediately preceding annual meeting of shareholders, or, in the case of the first annual meeting of shareholders following the conversion and reorganization, by January 31, 2011. Our bylaws also require that the notice must contain

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certain information in order to be considered. The board of directors may reject any shareholder proposal not made in accordance with the bylaws. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with our bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

The procedures regarding shareholder proposals and nominations are intended to provide the board of directors of Alliance Bancorp — New with the information deemed necessary to evaluate a shareholder proposal or nomination and other relevant information, such as existing shareholder support, as well as the time necessary to consider and evaluate such information in advance of the applicable meeting. The proposed procedures, however, will give incumbent directors advance notice of a business proposal or nomination. This may make it easier for the incumbent directors to defeat a shareholder proposal or nomination, even when certain shareholders view such proposal or nomination as in the best interests of Alliance Bancorp — New or its shareholders.

Shareholder Action Without a Meeting.  The articles of incorporation of Alliance Bancorp — New provide that any action permitted to be taken by the shareholders at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the shareholders entitled to vote.

Limitations on Acquisitions of Voting Stock and Voting Rights.  The articles of incorporation of Alliance Bancorp — New provide that no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of (a) more than 10% of the issued and outstanding shares of any class of our equity securities or (b) any securities convertible into, or exercisable for, any equity securities of Alliance Bancorp — New if, assuming conversion or exercise by such person of all securities of which such person is the beneficial owner which are convertible into, or exercisable for such equity securities, such person would be the beneficial owner of more than 10% of any class of our equity securities. The term “person” is broadly defined in our articles of incorporation to prevent circumvention of this restriction.

The foregoing restrictions do not apply to (a) any offer with a view toward public resale made exclusively to Alliance Bancorp — New by underwriters or a selling group acting on its behalf, (b) any employee benefit plan established by Alliance Bancorp — New or Alliance Bank or any trustees of such plan and (c) any other offer or acquisition approved in advance by the affirmative vote of 80% of our board of directors. In the event that shares are acquired in violation of this restriction, all shares beneficially owned by any person in excess of 10% will not be counted as shares entitled to vote and will not be voted by any person or counted as voting shares in connection with any matters submitted to shareholders for a vote, and our board of directors may cause the excess shares to be transferred to an independent trustee for sale.

Mergers, Consolidations and Sales of Assets.  For a merger, consolidation, sale of assets or other similar transaction to occur, the PBCL generally requires the approval of the board of directors and the affirmative vote of the holders of a majority of the votes cast by all shareholders entitled to vote thereon. The articles of incorporation of Alliance Bancorp — New provide that any merger, consolidation, share exchange, sale of assets, division or voluntary dissolution shall require approval of 75% of the eligible voting shares unless the transaction has been previously approved by at least two-thirds of its board of directors, in which case the majority of the votes cast standard would apply. In addition, if any class or series of shares is entitled to vote thereon as a class, the PBCL requires the affirmative vote of a majority of the votes cast in each class for any plan of merger or consolidation. The PBCL also provides that unless otherwise required by a corporation’s governing instruments, a plan of merger or consolidation shall not require the approval of the shareholders if:

•  whether or not the “constituent” corporation, in this case, Alliance Bancorp — New, is the surviving corporation (a) the surviving or new corporation is a Pennsylvania business corporation and the articles of the surviving or new corporation are identical to the articles of the constituent corporation, except for specified changes which may be adopted by a board of directors without shareholder action, (b) each share of the constituent corporation outstanding immediately prior to the effective date of the merger or consolidation is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical share of the surviving or new corporation after the effective date of the merger or consolidation, and (c) the plan provides that the shareholders of the constituent corporation are to hold

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in the aggregate shares of the surviving or new corporation to be outstanding immediately after the effectiveness of the plan entitled to cast at least a majority of the votes entitled to be cast generally for the election of directors;

•  immediately prior to adoption of the plan and at all times prior to its effective date, another corporation that is a party to the merger or consolidation owns directly or indirectly 80% or more of the outstanding shares of each class of the constituent corporation; or

•  no shares of the constituent corporation have been issued prior to the adoption of the plan of merger or consolidation by the board of directors.

As holder of all of the outstanding Alliance Bank common stock after consummation of the conversion, Alliance Bancorp — New generally will be able to authorize a merger, consolidation or other business combination involving Alliance Bank without any additional approval being required of the shareholders o Alliance Bancorp — New.

Business Combinations with Interested Shareholders.  Under the PBCL, a registered corporation may not engage in a business combination with an interested shareholder except for certain types of business combinations as enumerated under Pennsylvania law. The PBCL defines a “business combination” generally to include, with respect to a corporation, certain sales, purchases, exchanges, leases, mortgages, pledges, transfers or dispositions of assets, mergers or consolidations, certain issuances or reclassifications of securities, liquidations or dissolutions or certain loans, guarantees or financial assistance, pursuant to an agreement or understanding between such corporation or any subsidiaries, on the one hand, and an interested shareholder or an “affiliate” or “associate” thereof, on the other hand. An “interested shareholder” is defined generally to include any individual, partnership, association or corporation which is the beneficial owner, as defined, of at least 20% of the outstanding voting stock of the corporation or which is an affiliate or associate of such corporation and at any time within the five-year period prior to the date in question was the beneficial owner of at least 20% of the outstanding voting stock.

Control Transactions.  The PBCL includes provisions which allow holders of voting shares of a registered corporation that becomes the subject of a “control transaction” to object to such transaction and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group.” A “control transaction” for purposes of these provisions means the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of the registered corporation, subject to certain limited exceptions. “Fair value” for purposes of these provisions means an amount not less than the highest price per share paid by the controlling person or group at any time during the 90-day period ending on and including the date of the control transaction, plus an increment representing any value, including without limitation any proportion of any value payable for acquisition of control of the corporation, that may not be reflected in such price.

Disgorgement by Certain Controlling Shareholders.  The PBCL includes provisions which generally provide that any “profit” realized by any person or group who is or was a “controlling person or group” with respect to a registered corporation from the disposition of any equity security of the corporation to any person shall belong to and be recoverable by the corporation where the profit is realized by such person or group: (1) from the disposition of the equity security within 18 months after the person or group attained the status of a controlling person or group; and (2) the equity security had been acquired by the controlling person or group within 24 months prior to or 18 months subsequent to the attaining by the person or group of the status of a controlling person or group.

A “controlling person or group” for purposes of these provisions of the PBCL is defined to mean (1) a person or group who has acquired, offered to acquire or, directly or indirectly, publicly disclosed or caused to be disclosed the intention of acquiring voting power over voting shares of a registered corporation that would entitle the holder thereof to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors of the corporation or (2) a person or group who has otherwise, directly or indirectly, publicly disclosed or caused to be disclosed that it may seek to acquire control of a corporation through any

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means. The definition of “controlling person or group” also includes terms which are designed to facilitate a corporation’s determination of the existence of a group and members of a controlling group.

The PBCL excludes certain persons and holders from the definition of a controlling person or group, absent “significant other activities” indicating that a person or group should be deemed a controlling person or group. The PBCL similarly provides that, absent a person or group’s direct or indirect disclosure or causing to be disclosed that it may seek to acquire control of the corporation through any means, a person or group will not be deemed to be a controlling person or group if such person or group holds voting power, among other ways, as a result of the solicitation of proxies or consents if such proxies or consents are (a) given without consideration in response to a solicitation pursuant to the Securities Exchange Act of 1934 and the regulations thereunder and (b) do not empower the holder thereof to vote such shares except on the specific matters described in such proxy or consent and in accordance with the instructions of the giver of such proxy or consent. The disgorgement provisions of the PBCL applicable to registered corporations also do not apply to certain specified transfers of equity securities, including certain acquisitions and dispositions which are approved by a majority vote of both the board of directors and shareholders of the corporation in the prescribed manner.

Actions to recover any profit due to a registered corporation under the disgorgement provisions of the PBCL may be commenced by the corporation in any court of competent jurisdiction within two years from the date any recoverable profit was realized. Such an action also may be commenced by a shareholder on behalf of the corporation if the corporation refuses to bring the action within 60 days after written request by a shareholder or the corporations fail to prosecute the action diligently. Although any recovery of profits would be due the corporation, the shareholder would be entitled to reimbursement of all costs incurred in connection with the bringing of any such action in the event that such action results in a judgment recovering profits for the corporation.

Control-Share Acquisitions.  The PBCL includes provisions which generally require that shareholders of a registered corporation approve a “control-share acquisition,” as defined therein. Pursuant to authority contained in the PBCL, our articles of incorporation contain a provision which provides that the control-share acquisition provisions of the PBCL shall not be applicable to Alliance Bancorp — New.

Amendment of Governing Instruments.  The articles of incorporation of Alliance Bancorp — New generally provide that no amendment of the articles of incorporation may be made unless it is first approved by its board of directors and thereafter approved by the holders of a majority of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the preferred stock as may be required by the provisions of any series thereof, provided, however, any amendment which is inconsistent with Articles VI (directors), VII (meetings of shareholders, actions without a meeting), VIII (liability of directors and officers), IX (restrictions on offers and acquisitions), XI (shareholder approval of mergers and other actions) and XII (amendments to the articles of incorporation and bylaws) must be approved by the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon unless approved by the affirmative vote of 80% of the directors of Alliance Bancorp — New then in office.

Our bylaws may be amended by the majority vote of the full board of directors at a regular or special meeting of the board of directors or by a majority vote of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the preferred stock as may be required by the provisions of any series thereof, provided, however, that the shareholder vote requirement for any amendment to the bylaws which is inconsistent with Sections 2.10 (shareholder proposals), 3.1 (number of directors and powers), 3.2 (classifications and terms of directors), 3.3 (director vacancies), 3.4 (removal of directors) and 3.12 (director nominations) and Article VI (indemnification) is the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon.

Authorized Capital Stock.  The authorized capital stock of Alliance Bancorp — New consists of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock. The number of authorized stock is greater than what we will issue in the conversion and reorganization. This will provide our board of

146

directors with greater flexibility to effect, among other things, financings, acquisitions, stock dividends, stock splits and employee stock options.

Issuance of Capital Stock to Directors, Officers and Controlling Persons.  Our articles of incorporation do not contain restrictions on the issuance of shares of capital stock to our directors, officers or controlling persons. Thus, Alliance Bancorp — New could adopt stock-related compensation plans such as stock option plans without shareholder approval and shares of Alliance Bancorp — New capital stock could be issued directly to directors or officers without shareholder approval. The Marketplace Rules of the Nasdaq Stock Market, however, generally require corporations like Alliance Bancorp — New with securities which will be listed on the Nasdaq Stock Market to obtain shareholder approval of most stock compensation plans for directors, officers and key employees of the corporation. Moreover, although generally not required, shareholder approval of stock-related compensation plans may be sought in certain instances in order to qualify such plans for favorable federal income tax law treatment under current laws and regulations. We plan to submit the proposed stock option plan and stock recognition and retention plan discussed herein to our shareholders for their approval.

The foregoing provisions of our article of incorporation and bylaws and Pennsylvania law could have the effect of discouraging an acquisition of Alliance Bancorp — New or stock purchases in furtherance of an acquisition, and could accordingly, under certain circumstances, discourage transactions which might otherwise have a favorable effect on the price of the common stock.

In addition, certain provisions expected to be included in the proposed stock option plan and stock recognition and retention plan, each of which will not be implemented prior to the receipt of shareholder approval, provide for accelerated benefits to participants in the event of a change in control of Alliance Bancorp — New or Alliance Bank, as applicable. See “Management — New Stock Benefit Plans.” In addition, certain employment agreements to which Alliance Bank is a party provide for specified benefits in the event of a change in control. See “Management — Employment Agreements.” The foregoing provisions and limitations may make it more costly for companies or persons to acquire control of Alliance Bancorp — New.

The board of directors of Alliance Bancorp — New believes that the provisions described above are prudent and will reduce vulnerability to takeover attempts and certain other transactions that are not negotiated with and approved by its board of directors. Our board of directors believes that these provisions are in the best interests of Alliance Bancorp — New and its future shareholders. In the board of directors’ judgment, our board of directors is in the best position to determine the true value of Alliance Bancorp — New and to negotiate more effectively for what may be in the best interests of shareholders. Accordingly, our board of directors believes that it is in the best interests and the best interests of our future shareholders to encourage potential acquirers to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts. It is also the board of directors’ view that these provisions should not discourage persons from proposing a merger or other transaction at prices reflective of the true value of Alliance Bancorp — New and where the transaction is in the best interests of all shareholders.

Regulatory Restrictions

The Change in Bank Control Act provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a savings institution unless the Office of Thrift Supervision has been given 60 days’ prior written notice. The Home Owners’ Loan Act provides that no company may acquire “control” of a savings institution without the prior approval of the Office of Thrift Supervision. Any company that acquires such control becomes a thrift holding company subject to registration, examination and regulation by the Office of Thrift Supervision. Pursuant to federal regulations, control of a savings institution is conclusively deemed to have been acquired by, among other things, the acquisition of more than 25% of any class of voting stock of the institution or the ability to control the election of a majority of the directors of an institution. Moreover, control is presumed to have been acquired, subject to rebuttal, upon the acquisition of more than 10% of any class of voting stock, or of more than 25% of any class of stock, of a savings institution where certain enumerated “control factors” are also present in the acquisition.

147

The Office of Thrift Supervision may prohibit an acquisition if (a) it would result in a monopoly or substantially lessen competition, (b) the financial condition of the acquiring person might jeopardize the financial stability of the institution, or (c) the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or of the public to permit the acquisition of control by such person. The foregoing restrictions do not apply to the acquisition of a savings institution’s capital stock by one or more tax-qualified employee stock benefit plans, provided that the plan or plans do not have beneficial ownership in the aggregate of more than 25% of any class of equity security of the savings institution.

During the conversion and for three years following the conversion and reorganization, Office of Thrift Supervision regulations prohibit any person from acquiring, either directly or indirectly, or making an offer to acquire more than 10% of the stock of any converted savings institution, such as Alliance Bank, without the prior written approval of the Office of Thrift Supervision, except for

•  any offer with a view toward public resale made exclusively to the institution or to underwriters or a selling group acting on its behalf;

•  offers that if consummated would not result in the acquisition by such person during the preceding 12-month period of more than 1% of such stock;

•  offers in the aggregate for up to 24.9% by the employee stock ownership plan or other tax-qualified plans of us or Alliance Bank; and

•  an offer to acquire or acquisition of beneficial ownership of more than 10% of the common stock of the savings institution by a corporation whose ownership is or will be substantially the same as the ownership of the savings institution, provided that the offer or acquisition is made more than one year following the date of completion of the conversion and reorganization.

Such prohibition also is applicable to the acquisition of our common stock. In the event that any person, directly or indirectly, violates this regulation, the securities beneficially owned by such person in excess of 10% 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 a vote of shareholder. The definition of beneficial ownership for this regulation extends to persons holding revocable or irrevocable proxies for an institution’s stock under circumstances that give rise to a conclusive or rebuttable determination of control under Office of Thrift Supervision regulations.

In addition, provisions of the Pennsylvania Banking Code prohibit any person from acquiring or making a proposal to acquire the voting rights of more than 10% of the issued and outstanding shares of the voting stock of Alliance Bancorp — New without filing an application with, and receiving prior approval from, the Pennsylvania Department of Banking.

In addition to the foregoing, the plan of conversion prohibits any person, prior to the completion of the conversion and reorganization, from offering, or making an announcement of an intent to make an offer, to purchase subscription rights or common stock. See “The Conversion and Offering — Restrictions on Transfer of Subscription Rights and Shares.”

DESCRIPTION OF OUR CAPITAL STOCK

General

We are authorized to issue 50,000,000 shares of common stock and 10,000,000 shares of preferred stock. We currently expect to issue up to a maximum of 6.0 million shares of common stock, including 3.6 million shares sold in the offering and 2.4 million shares exchanged for the outstanding shares of Alliance Bancorp common stock, and no shares of preferred stock in the conversion and reorganization. Each share of common stock of Alliance Bancorp — New 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 Subscription Shares and

148

the issuance of the Exchange Shares in accordance with the plan of conversion and reorganization, all such stock will be duly authorized, fully paid and nonassessable.

The common stock of Alliance Bancorp — New will represent nonwithdrawable capital, will not be an account of an insurable type and will not be insured by the Federal Deposit Insurance Corporation or any other governmental authority.

Common Stock

Dividends.  We can pay dividends if, as and when declared by our board of directors, subject to compliance with limitations which are imposed by law. See “Our Dividend Policy.” The holders of common stock will be entitled to receive and share equally in such dividends as may be declared by our board of directors out of funds legally available therefor. If we issue preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.

Voting Rights.  Upon completion of the conversion and reorganization, the holders of our common stock will possess exclusive voting rights in Alliance Bancorp — New. They will elect our board of directors and act on such other matters as are required to be presented to them under Pennsylvania law or our articles of incorporation or as are otherwise presented to them by the board of directors. Except as discussed in “Restrictions on Acquisitions of Alliance Bancorp — New and Alliance Bank and Related Anti-Takeover Provisions — Limitations on Acquisitions of Voting Stock and Voting Rights,” 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 we issue preferred stock, holders of the preferred stock may also possess voting rights.

Liquidation.  In the event of any liquidation, dissolution or winding up of Alliance Bancorp — New, the holders of the then-outstanding common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities (including with respect to the liquidation account of Alliance Bancorp — New), all of our assets available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.

Preemptive Rights.  Holders of the common stock will not be entitled to preemptive rights with respect to any shares which may be issued in the future. The common stock is not subject to redemption.

Preferred Stock

None of the shares of our authorized preferred stock will be issued in the conversion and reorganization. Such stock may be issued with such preferences and designations as the board of directors may from time to time determine. The board of directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which 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.

EXPERTS

The consolidated financial statements as of December 31, 2009 and 2008 and for each of the years in the two-year period ended December 31, 2009 included in this prospectus and in the registration statement have been so included in reliance on the report of ParenteBeard LLC, an independent registered public accounting firm, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.

RP Financial LC.  has consented to the summary in this prospectus of its report to us setting forth its opinion as to our estimated pro forma market value and to the use of its name and statements with respect to it appearing in this prospectus.

149

TRANSFER AGENT, EXCHANGE AGENT AND REGISTRAR

The transfer agent and registrar and exchange agent for the common stock of Alliance Bancorp — New is Registrar and Transfer Company.

LEGAL AND TAX OPINIONS

The legality of our common stock has been passed upon for us by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C. The federal income tax consequences of the conversion have been opined upon by Elias, Matz, Tiernan & Herrick L.L.P. ParenteBeard LLC has provided an opinion to us regarding the Pennsylvania income tax consequences of the conversion. Elias, Matz, Tiernan & Herrick L.L.P. and ParenteBeard LLC have consented to the references to their opinions in this prospectus. Certain legal matters will be passed upon for Stifel, Nicolaus & Company, Incorporated by Malizia Spidi & Fisch, P.C.

REGISTRATION REQUIREMENTS

In connection with the conversion and offering, Alliance Bancorp — New will register its common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, and, upon such registration, Alliance Bancorp — New and the holders of its stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% shareholders, the annual and periodic reporting requirements and certain other requirements of the Securities Exchange Act of 1934. Alliance Bancorp — New has undertaken that it will not terminate such registration for a period of at least three years following the conversion and offering.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Alliance Bancorp — New has filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the shares of its common stock offered in this document. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. Such information can be examined without charge at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the Securities and Exchange Commission at prescribed rates. The public may obtain more information on the operations of the public reference room by calling 1-800-SEC-0330. The registration statement also is available through the Securities and Exchange Commission’s world wide web site on the Internet at http://www.sec.gov.

Alliance Bancorp — New has filed an application with respect to the conversion and offering with the Office of Thrift Supervision. This prospectus omits certain information contained in that application. The application may be examined at the principal office of the Office of Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552, and at the Northeast Regional Office of the Office of Thrift Supervision located at Harborside Financial Center Plaza Five, Suite 1600, Jersey City, New Jersey 07311. Alliance Bancorp — New also has filed an application with the Pennsylvania Department of Banking with respect to the reorganization. The application may be examined at the principal office of the Pennsylvania Department of Banking at 17 North Second Street, 11th Floor, Harrisburg, Pennsylvania. This prospectus omits certain information included in that application.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements of Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

	Page No.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Financial Condition as of June 30, 2010 (Unaudited), December 31, 2009 and 2008	F-3
Consolidated Statements of Operations for the Six Months Ended June 30, 2010 and 2009 (Unaudited) and for the Years Ended December 31, 2009 and 2008	F-4
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the Six Months Ended June 30, 2010 and 2009 (Unaudited) and for the Years Ended December 31, 2009 and 2008	F-5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited) and for the Years Ended December 31, 2009 and 2008	F-7
Notes to Consolidated Financial Statements	F-8

All financial statement schedules are omitted because the required information either is not applicable or is shown in the financial statements or in the notes thereto.

The registrant, Alliance Bancorp-New, is in organization and has not yet commenced operations to date; accordingly, the financial statements of the registrant have been omitted because of their immateriality.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Alliance Bancorp, Inc. of Pennsylvania

We have audited the accompanying consolidated statements of financial condition of Alliance Bancorp, Inc. of Pennsylvania and subsidiaries (“the Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2009. Alliance Bancorp, Inc. of Pennsylvania’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the 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 Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alliance Bancorp, Inc. of Pennsylvania and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

Malvern, Pennsylvania

March 16, 2010

F-2

ALLIANCE BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	June 30,			December 31,			December 31,
	2010			2009			2008
	(Unaudited)
	(In thousands, except per share and share amounts)
ASSETS:
Cash and cash equivalents	$	5,548		$	5,710		$	7,849
Interest-bearing deposits with depository institutions		60,908			69,226			20,459
Total cash and cash equivalents		66,456			74,936			28,308
Investment securities available for sale		28,216			28,890			37,814
Mortgage-backed securities available for sale		19,551			23,355			31,921
Investment securities held to maturity — (fair value — 2010, $22,582 (unaudited); 2009, $23,797; 2008, $23,958)		22,075			23,446			24,256
Loans receivable — net of allowance for loan losses — 2010, $4,185 (unaudited); 2009, $3,538; 2008, $3,169		283,020			285,008			278,436
Accrued interest receivable		1,963			2,045			2,028
Premises and fixed assets — net		2,572			2,531			2,764
Other real estate owned (OREO)		3,026			2,968			0
Bank owned life insurance		11,360			11,185			10,830
Federal Home Loan Bank (FHLB) stock — at cost		2,439			2,439			2,439
Deferred tax asset-net		4,676			4,546			4,328
Prepaid FDIC premium assessment		1,877			2,034			—
Prepaid expenses and other assets		1,215			833			985
TOTAL ASSETS	$	448,446		$	464,216		$	424,109
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Non-interest bearing deposits	$	13,213		$	15,506		$	13,610
Interest bearing deposits		367,997			359,748			313,657
Total deposits		381,210			375,254			327,267
FHLB Advances		5,000			32,000			37,000
Other Borrowings		8,112			3,090			4,632
Accrued expenses and other liabilities		5,557			5,427			6,311
Total liabilities		399,879			415,771			375,210
Commitments and Contingencies (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value; 15,000,000 shares authorized; 7,225,000 shares issued; outstanding, 2010, 6,696,476; 2009; 6,729,676 2008, 6,957,676		72			72			72
Additional paid-in capital		24,015			24,015			24,029
Retained earnings — partially restricted		29,948			29,848			28,836
Unearned shares held by Employee Stock Ownership Plan (ESOP)		(565	)		(602	)		(722	)
Accumulated other comprehensive loss		(321	)		(583	)		(930	)
Treasury stock, at cost: 2010, 528,524 shares; 2009, 495, 324 shares; 2008, 267,324 shares		(4,582	)		(4,305	)		(2,386	)
Total stockholders’ equity		48,567			48,445			48,899
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	448,446		$	464,216		$	424,109

See notes to consolidated financial statements

F-3

ALLIANCE BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	For the Six Months						For the Year
	Ended June 30,						Ended December 31,
	2010			2009			2009			2008
	(Unaudited)
	(In thousands, except per share amounts)
INTEREST AND FEES AND DIVIDEND INCOME:
Loans	$	8,475		$	8,530		$	17,024		$	17,485
Mortgage-backed securities		450			674			1,230			1,494
Investment securities:
Taxable		526			731			1,467			1,379
Tax-exempt		531			601			1,171			1,091
Dividends		—			—			—			381
Balances due from depository institutions		150			68			199			712
Total interest and fees and dividend income		10,132			10,604			21,091			22,542
INTEREST EXPENSE:
Deposits		3,001			3,798			7,257			9,267
FHLB Advances and other borrowed money		786			1,185			2,252			2,434
Total interest expense		3,787			4,983			9,509			11,701
NET INTEREST INCOME		6,345			5,621			11,582			10,841
PROVISION FOR LOAN LOSSES		1,170			150			528			585
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		5,175			5,471			11,054			10,256
OTHER INCOME:
Service charges on deposit accounts		149			145			293			352
Management fees		168			180			360			384
Other fee income		87			82			170			169
Gain on sale of loans		—			—			—			7
Loss on sale of securities, net		—			—			—			(157	)
Loss on sale of OREO, net		(20	)		—			(15	)		—
Impairment charge on investment securities		—			—			—			(882	)
Portion of loss recognized in other comprehensive loss, net		—			—			—			—
Net impairment loss recognized in earnings		—			—			—			(882	)
Increase in cash surrender value of life insurance		175			182			355			367
Other		—			1			1			1
Total other income		559			590			1,164			241
OTHER EXPENSES:
Salaries and employee benefits		3,049			2,926			5,929			5,716
Occupancy and equipment		969			954			1,801			1,968
FDIC deposit insurance premiums		328			450			756			193
Advertising and marketing		145			145			308			466
Professional fees		287			277			501			438
Loan and OREO expense		64			54			116			38
Directors fees		140			128			255			250
Provision for loss on OREO		135			—			107			—
Other noninterest expense		557			561			1,127			1,234
Total other expenses		5,674			5,495			10,900			10,303
INCOME BEFORE INCOME TAX BENEFIT		60			566			1,318			194
INCOME TAX BENEFIT		(205	)		(59	)		(41	)		(411	)
NET INCOME	$	265		$	625		$	1,359		$	605
BASIC EARNINGS PER SHARE	$	0.04		$	0.09		$	0.20		$	0.09

See notes to consolidated financial statements

F-4

ALLIANCE BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009, and 2008, AND FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)

						Retained						Accumulated
			Additional			Earnings -			Unearned			Other						Total
	Common		Paid-in			Partially			Shares Held			Comprehensive			Treasury			Stockholders’			Comprehensive
	Stock		Capital			Restricted			by ESOP			Loss			Stock			Equity			Income
	(In thousands, except per share and share amounts)
Balance, January 1, 2008		72		24,041			28,975			(843	)		(787	)		—			51,458
ESOP shares commited to be released				(12	)					121									109
Net income							605												605			605
Dividends declared-$0.24 per share							(744	)											(744	)
Acquisition of treasury stock (267,324 shares)																(2,386	)		(2,386	)
Change in liability for retirement plans, net of tax													(655	)					(655	)		(655	)
Change in net unrealized gains on securities																			—
available for sale, net of tax of(1)													512						512			512
Balance, December 31, 2008		72		24,029			28,836			(722	)		(930	)		(2,386	)		48,899			462
ESOP shares commited to be released				(14	)					120									106
Net income							1,359												1,359			1,359
Dividends declared-$0.12 per share							(347	)											(347	)
Acquisition of treasury stock (228,000 shares)																(1,919	)		(1,919	)
Change in liability for retirement plans, net of tax													453						453			453
Change in net unrealized losses on securities available for sale, net of tax(1)													(106	)					(106	)		(106	)
Balance, December 31, 2009		72		24,015			29,848			(602	)		(583	)		(4,305	)		48,445			2,168
ESOP shares commited to be released										37									37
Net income (unaudited)							265												265			265
Dividends declared — $0.03 per share							(165	)											(165	)
Acquisition of treasury stock (33,200 shares)																(277	)		(277	)
Other comprehensive income — net of tax expense of $135													262						262			262
Balance, June 30, 2010 (unaudited)	$	72	$	24,015		$	29,948		$	(565	)	$	(321	)	$	(4,582	)	$	48,567		$	527

F-5

ALLIANCE BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY — (Continued)

(1) Disclosure of reclassification amount, net of tax, for:

	Six-Months Ended		Year Ended December 31,
	June 30, 2010		2009			2008
	(Unaudited)
Net unrealized gains (losses) arising during the year	$	262	$	(106	)	$	(174	)
Add: reclassification adjustment for impairment charge included in net income (net of tax benefit of $-0-, $-0-, and $299,949, respectively)		—		—			582
Add: reclassification adjustment for net losses included in net income (net of tax benefit of $-0-, $-0-, and $53,499, respectively)		—		—			104
Change in net unrealized gains (losses) on securities available for sale	$	262	$	(106	)	$	512

See notes to consolidated financial statements

F-6

ALLIANCE BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months						For the Year
	Ended June 30,						Ended December 31,
	2010			2009			2009			2008
	(Unaudited)
	(In thousands)
OPERATING ACTIVITIES:
Net income	$	265		$	625		$	1,359		$	605
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Provision for loan losses		1,170			150			528			585
Depreciation and amortization		247			284			512			686
Write down on OREO		135			—			107			—
ESOP shares commited to be released		37			52			106			109
Gain (loss) on sale of loans		—			—			—			(7	)
Deferred tax benefit		(265	)		6			(397	)		(666	)
Loss on sale of securities		—			—			—			157
Impairment charge on investment securities		—			—			—			882
Loss (gain) on sale of OREO		20			—			15			—
Origination of loans held for sale		—			—			—			(1,328	)
Proceeds from loans sold in the secondary market		—			—			—			1,335
Changes in assets and liabilities which provided (used) cash:
Accrued expenses and other liabilities		130			160			(197	)		140
Prepaid expenses and other assets		(225	)		(377	)		(1,882	)		(227	)
Increase in cash surrender value of bank owned life insurance		(175	)		(182	)		(355	)		(367	)
Accrued interest receivable		82			76			(17	)		(96	)
Net cash provided by (used in) provided by operating activities		1,421			794			(221	)		1,808
INVESTING ACTIVITIES:
Purchase of investment securities available for sale		(12,000	)		(14,000	)		(31,000	)		(29,500	)
Purchase of investment securities held to maturity		—			(2,585	)		(4,085	)		(4,000	)
Purchase of mortgage-backed securities		—			—			—			(4,340	)
Loans originated and acquired		(20,601	)		(28,002	)		(65,628	)		(73,733	)
Proceeds from maturities and calls of investment securities		14,376			24,421			44,348			20,675
Proceeds from sale of investment securities available for sale		—			—			—			18,145
Proceeds from loans sold		—			—			500			—
Purchase of FHLB stock		—			—			—			(129	)
Principal repayments of:
Loans		20,750			23,247			54,264			51,643
Mortgage-backed securities		3,870			4,840			8,876			8,258
Investment in OREO		(70	)		—			(34	)		—
Purchase of premises and equipment		(288	)		(88	)		(278	)		(540	)
Proceeds from sale of OREO		526			—			707			—
Net cash provided by (used in) investing activities		6,563			7,833			7,670			(13,521	)
FINANCING ACTIVITIES:
Dividends paid		(165	)		(177	)		(347	)		(744	)
Increase (decrease) in deposits		5,956			14,045			47,987			(3,520	)
Purchase of treasury stock		(277	)		(905	)		(1,919	)		(2,386	)
Increase (decrease) in other borrowed money		5,022			(1,531	)		(1,542	)		4,590
Repayment of FHLB borrowings		(27,000	)		—			(5,000	)		—
Net cash provided by (used in) financing activities		(16,464	)		11,432			39,179			(2,060	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(8,480	)		20,059			46,628			(13,773	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		74,936			28,308			28,308			42,079
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	66,456		$	48,367		$	74,936		$	28,306
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (credited and paid)	$	3,935		$	4,991		$	9,537		$	11,752
Income taxes	$	350		$	100		$	300		$	400
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITY
Cash paid during the period for:
Other real estate acquired in settlement of loans	$	669		$	2,100		$	3,764		$	—

See notes to consolidated financial statements

F-7

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements

for the six months ended June 30, 2010 and 2009 (unaudited)
and for the years ended December 31, 2009 and 2008.

1.   Organizational Structure and Nature of Operations

On January 30, 2007, Alliance Bank (the “Bank”) completed its reorganization to a mid-tier holding company structure and the sale by the mid-tier company, Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp” or the “Company”) of shares of its common stock. In the reorganization and offering, the Company sold 1,807,339 shares of common stock at a purchase price of $10.00 per share and issued 5,417,661 shares of common stock in exchange for former outstanding shares of the Bank. Each share of the Bank’s common stock was converted into 2.09945 shares of the Company’s common stock. The offering resulted in approximately $16.5 million in net proceeds to the Company.

As a result of the reorganization and offering, Alliance Mutual Holding Company (the “Holding Company”) owned 55% of the outstanding common stock of Alliance Bancorp and minority public stockholders owned the remaining 45% of the outstanding common stock of Alliance Bancorp. Following purchases of treasury stock, at June 30, 2010, the Holding Company owns 59.3% of the outstanding common stock of Alliance Bancorp and the minority public shareholders own the remaining 40.7%. The Holding Company is a federally chartered mutual holding company. The Holding Company and the Company are subject to regulation and supervision of the Office of Thrift Supervision.

The Bank is a community oriented savings bank headquartered in Broomall, Pennsylvania. The Bank operates a total of nine banking offices located in Delaware and Chester Counties, which are suburbs of Philadelphia. The Bank is primarily engaged in attracting deposits from the general public through its branch offices and using such deposits primarily to (i) originate and purchase loans secured by first liens on single-family (one-to-four units) residential and commercial real estate properties and (ii) invest in securities issued by the U.S. Government and agencies thereof, municipal and corporate debt securities and certain mutual funds. The Bank derives its income principally from interest earned on loans, mortgage-backed securities and investments and, to a lesser extent, from fees received in connection with the origination of loans and for other services. The Bank’s primary expenses are interest expense on deposits and borrowings and general operating expenses.

The Bank is subject to regulation by the Pennsylvania Department of Banking (the “Department”), as its chartering authority and primary regulator, and by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits up to applicable limits.

Nature of Operations — The Bank is principally in the business of attracting deposits through its branch offices and investing those deposits together with funds from borrowings and operations in single-family residential, commercial real estate, commercial business and consumer loans. The Bank is primarily supervised by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking. The Company and the Holding Company are supervised by the Office of Thrift Supervision.

2.   Summary of Significant Accounting Policies

Basis of Presentation and Consolidation  — The consolidated financial statements of the Company include the accounts of the Bank, Alliance Delaware Corporation, which holds and manages certain investment and mortgage-backed securities, Alliance Financial and Investment Services LLC, which participates in commission fees from non-insured alternative investment products, and 908 Hyatt Street LLC, which owns and manages certain real estate properties, all are wholly owned subsidiaries of the Bank. All significant intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Data — The interim financial data is unaudited. However, in the opinion of management, the interim data as of June 30, 2010 and for the six months ended June 30, 2010 and 2009 includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the

F-8

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

results of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for a full year or any period.

Use of Estimates in the Preparation of Financial Statements  — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. It also requires the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the potential impairment of FHLB stock, the valuation of deferred tax assets, liability and expense of employee benefit obligations, and evaluation of investment securities for other than temporary impairment.

Segment Information — The Company has one reportable segment, “Community Banking.” All of the Bank’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Bank supports the others. For example, lending is dependent upon the ability of the Bank to fund itself with deposits and other borrowings and manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Bank as one segment or unit.

The Company operates only in the U.S. domestic market, primarily in Pennsylvania’s Delaware and Chester Counties. For the six months ended June 30, 2010 and for the years ended December 31, 2009 and 2008, there is no one customer that accounted for more than 10% of the Bank’s revenue.

Cash and Cash Equivalents — For purposes of reporting cash flows, cash and cash equivalents include cash and amounts due from depository institutions and interest-bearing deposits with depository institutions. As of June 30, 2010, December 31, 2009 and December 30, 2008, the Bank’s minimum reserve balance with the Federal Reserve Bank was approximately $1.5 million (unaudited), $2.0 million, and $2.3 million, respectively.

Investment and Mortgage-Backed Securities  — The Bank classifies and accounts for debt and equity securities as follows:

•  Securities Held to Maturity — Securities held to maturity are stated at cost, adjusted for unamortized purchase premiums and discounts, based on the positive intent and the ability to hold these securities to maturity considering all reasonably foreseeable conditions and events.

•  Securities Available for Sale — Securities available for sale, carried at fair value, are those securities management might sell in response to changes in market interest rates, increases in loan demand, changes in liquidity needs and other conditions. Unrealized gains and losses, net of tax, are reported as a net amount in other comprehensive income (loss) until realized.

Purchase premiums and discounts are amortized to income over the life of the related security using the interest method. The adjusted cost of a specific security sold is the basis for determining the gain or loss on the sale.

F-9

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The following table shows the fair value and unrealized losses on investments, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position.

	June 30, 2010
	Less than 12 Months				12 Months or Longer				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
			(Unaudited)
					(In thousands)
Securities Available for Sale
U.S. Government obligations	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities		—		—		189		8		189		8
Total securities available for sale	$	—	$	—	$	189	$	8	$	189	$	8
Securities Held to Maturity
Municipal obligations	$	—	$	—	$	4,464	$	81	$	4,464	$	81

	December 31, 2009
	Less than 12 Months				12 Months or Longer				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(In thousands)
Securities Available for Sale
U.S. Government obligations	$	19,784	$	215	$	—	$	—	$	19,784	$	215
Mortgage-backed securities		—		—		669		15		699		15
Total securities available for sale	$	19,784	$	215	$	699	$	15	$	20,483	$	230
Securities Held to Maturity
Municipal obligations	$	2,060	$	20	$	3,904	$	141	$	5,964	$	161

	December 31, 2008
	Less than 12 Months				12 Months or Longer				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(In thousands)
Securities Available for Sale
U.S. Government obligations	$	1,987	$	13	$	—	$	—	$	1,987	$	13
Mortgage-backed securities		2,594		70		4,407		86		7,001		156
Total securities available for sale	$	4,581	$	83	$	4,407	$	86	$	8,988	$	169
Securities Held to Maturity
Municipal obligations	$	9,192	$	443	$	1,559	$	162	$	10,751	$	605

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not the Bank intends to sell or expects that it is more likely than not that it will be required to sell the security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary

F-10

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

impairment is separated into (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

As of June 30, 2010, management believes that the estimated fair value of the securities disclosed above is primarily dependent upon the movement in market interest rates particularly given the negligible inherent credit risk associated with these securities. These investment securities are comprised of securities that are rated investment grade by at least one bond credit rating service. Although the fair value will fluctuate as the market interest rates move, management believes that these fair values will recover as the underlying portfolios mature and are reinvested in market rate yielding investments. As of June 30, 2010, there were no U.S. government obligations in unrealized loss positions, no mortgage backed securities in a unrealized loss position for less than twelve months and 3 in a unrealized loss position greater than twelve months, and no municipal obligations in a unrealized loss position for less than twelve months and 6 in a unrealized loss position greater than twelve months. The Company does not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before recovery. Management does not believe any individual unrealized loss as of June 30, 2010 represents an other-than-temporary impairment.

During 2008, due to a decline in the fair value of the Company’s investment in an $18.0 million mutual fund portfolio, the Company identified the impairment of these securities as other than temporary and recorded a loss of $882,000 as a charge against operating results. In April and July of 2008, the Company sold approximately $15.5 million and $254,000, respectively, of the mutual funds and recorded pretax losses on the sale of securities of $153,000 and $4,000, respectively. In August of 2008, the remaining $2.7 million of mutual funds were sold at fair value to Alliance Mutual Holding Company.

Federal Home Loan Bank Stock — Federal Home Loan Bank (“FHLB”) Stock, which represents the required investment in the common stock of a correspondent bank, is carried at cost. In December 2008, the FHLB of Pittsburgh notified member banks that it was suspending dividend payments and the repurchase of capital stock.

Management’s determination of whether this investment is impaired is based on their assessment of the ultimate recoverability of its cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of its cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Management believes no impairment charge is necessary related to the FHLB stock as of June 30, 2010.

Loans  — The Bank grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans in southeastern Pennsylvania. The ability of the Bank’s debtors to honor their contract is dependent upon real estate and general economic conditions. Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. The Bank defers all loan fee income, net of certain direct loan origination costs. The balance is accreted into income as a yield adjustment over the life of the loan using the interest method.

Allowance for Loan Losses — The allowance for loan losses is increased by charges to income and decreased by chargeoffs (net of recoveries). Allowances are provided for specific loans when losses are probable and can be estimated. When this occurs, management considers the remaining principal balance, fair

F-11

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

value and estimated net realizable value of the property collateralizing the loan. Current and future operating and/or sales conditions are also considered. These estimates are susceptible to changes that could result in material adjustments to results of operations. Recovery of the carrying value of such loans is dependent to a great extent on economic, operating and other conditions that may be beyond management’s control.

General loan loss reserves are established as an allowance for losses based on inherent probable risk of loss in the loan portfolio. In assessing risk, management considers historical experience, volume and composition of lending conducted by the Bank, industry standards, status of nonperforming loans, general economic conditions as they relate to the market area and other factors related to the collectibility of the Bank’s loan portfolio.

Impaired loans are predominantly measured based on the fair value of the collateral. The provision for loan losses charged to expense is based upon past loan loss experience and an evaluation of probable losses and impairment existing in the current loan portfolio. A loan is considered to be impaired when, based upon current information and events, it is probable that the Bank will be unable to collect all amounts due according to the original contractual terms of the loan. An insignificant delay or insignificant shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. For this purpose, delays less than 90 days are considered to be insignificant. Large groups of smaller balance homogeneous loans, including residential real estate and consumer loans, are collectively evaluated for impairment, except for loans restructured under a troubled debt restructuring.

Accrued Interest Receivable — Interest on loans is recognized as earned. Accrual of loan interest is discontinued and a reserve established on existing accruals if management believes that after considering collateral value, economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest is doubtful.

Purchase Discounts and Premiums — Purchase discounts and premiums on loans and investment and mortgage-backed securities purchased are amortized over the expected average life of the loans and securities using the interest method.

Other Real Estate Owned — Other real estate acquired through, or in lieu of, foreclosure is initially recorded at fair value at the date of acquisition, establishing a new cost basis through a charge to the allowance for loan losses, if necessary. Revenues and expenses from operations are included in other income and other expense. Additions to the valuation allowance are included in other expense. Subsequent to foreclosure, valuations are periodically performed by management and an allowance for losses is established, if necessary, by a charge to operations if the carrying value of a property exceeds its estimated fair value less estimated costs to sell.

Bank-Owned Life Insurance — The Bank is the beneficiary of insurance policies on the lives of certain officers of the Bank. The Bank has recognized the amount that could be realized under the insurance policies as an asset in the consolidated statements of financial condition.

Premises and Equipment — Land is carried at cost. Premises and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the expected useful lives of the related assets which range from two to 40 years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the useful lives of the improvements or the remaining lease term. The costs of maintenance and repairs are expensed as they are incurred, and renewals and betterments are capitalized.

Income Taxes — The Bank accounts for Income Taxes in accordance with the guidance set forth in FASB ASC Topic 740, Income Taxes. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over

F-12

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

revenues. The Bank determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Bank recognizes interest and penalties on income taxes as a component of income tax expense. The Company’s federal income and state tax returns for taxable years through December 31, 2006 have been closed for purposes of examination by the Internal Revenue Service and Pennsylvania Department of Revenue.

The Bank has also entered into a tax sharing agreement (under the Internal Revenue Section 1552) with the Company and Alliance Delaware Corporation. The agreement provides that the tax liability shall be apportioned among the members of the group in accordance with the ratio which that portion of the consolidated taxable income attributed to each member of the group having taxable income bears to the consolidated taxable income. The Bank had $-0-(unaudited), $-0-, and $3,600 due to the Company at June 30, 2010, December 31, 2009, and 2008, respectively.

Transfers of Financial Assets — Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Employee Benefit Plans — The Bank’s 401(k) plan allows eligible participants to set aside a certain percentage of their salaries before taxes. The Bank may elect to match employee contributions, as a profit sharing payment, up to a specified percentage of their respective salaries in an amount determined annually by the Board of Directors. The Company’s profit sharing contribution related to the plan resulted in expenses of $60,000 (unaudited), $50,000 (unaudited), $110,000, and $100,000, for the six months ended June 30, 2010 and 2009 and years ended December 31, 2009, and 2008, respectively.

The Bank also maintains a Supplemental Executive Plan and a Retirement Income Plan (the “Plans”). The accrued amount for the Plans included in other liabilities was $3.1 million at June 30, 2010 and $3.5 million, and $3.4 million at December 31, 2009, and 2008, respectively. The expense associated with the Plans for the six months ended June 30, 2010 and June 30, 2009 was $150,000 (unaudited) and $144,000 (unaudited), respectively. The expense associated with the Plans for the years ended December 31, 2009 and 2008 was $290,000 and $521,000, respectively.

Advertising Costs — The Bank follows the policy of charging the costs of advertising to expense as incurred. Advertising costs were $145,000 (unaudited) and $145,000 (unaudited) for the six months ended June 30, 2010 and June 30, 2009, respectively. Advertising costs were $308,000, and $466,000, for the years ended December 31, 2009 and 2008, respectively.

F-13

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Earnings per Share — There are no convertible securities which would affect the net income (numerator) in calculating earnings per share. Basic earnings per share data are based on the weighted-average number of shares outstanding during each period. The Company’s capital structure has no potential dilutive securities.

The following table sets forth the composition of the weighted average shares (denominator) used in the basic earnings per share computation.

	For the Six Months						For the Years
	Ended June 30,						Ended December 31,
	2010			2009			2009			2008
	(Unaudited)
Net Income	$	265,000		$	625,000		$	1,359,000		$	605,000
Weighted average shares outstanding		6,709,075			6,908,427			6,854,361			7,045,768
Average unearned ESOP shares		(58,371	)		(68,859	)		(65,980	)		(78,289	)
Weighted average shares outstanding — basic		6,650,704			6,839,568			6,788,381			6,967,479
Basic earnings per share	$	0.04		$	0.09		$	0.20		$	0.09

Comprehensive Income — The Bank is required to present, as a component of comprehensive income, the amounts from transactions and other events which currently are excluded from the statement of income and are recorded directly to stockholders’ equity.

The components of accumulated other comprehensive income (loss) are as follows:

	For the Six Months			For the Years Ended December 31,
	Ended June 30, 2010			2009			2008
	(Unaudited)
Net unrealized gain on securities	$	781,316		$	519,070		$	625,436
Net unrealized loss on retirement plans		(1,101,813	)		(1,101,813	)		(1,555,480	)
Total accumulated other comprehensive income (loss)	$	(320,497	)	$	(582,743	)	$	(930,044	)

Dividend Restriction — The Holding Company held 3,973,750 shares, or 59.3%, of the Company’s outstanding common stock, and the minority public shareholders held 40.7% of outstanding stock at June 30, 2010. The Holding Company has filed a notice with the Office of Thrift Supervision (“OTS”) to waive its right to receive cash dividends during the 2010 calendar year. The Company paid a third quarter cash dividend on August 20, 2010 to all minority public shareholders.

The Holding Company has waived receipt of past dividends paid by the Company. The dividends waived are considered as a restriction on the retained earnings of the Company. As of June 30, 2010, December 31, 2009, and December 31, 2008, the aggregate retained earnings restricted for cash dividends waived were $2,423,988, $2,185,563, and $1,708,713, respectively.

Recent Accounting Pronouncements —

The FASB has issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require: a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value

F-14

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

measurements and describe the reasons for the transfers; and in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures: for purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.

In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, which codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40. ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The implementation of this standard is not expected to have an impact on the Company’s consolidated financial position or results of operations.

In July 2010, the FASB issued ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, which will help investors assess the credit risk of a company’s receivables portfolio and the adequacy of its allowance for credit losses held against the portfolios by expanding credit risk disclosures. This ASU requires more information about the credit quality of financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure. The amendments in this Update apply to all public and nonpublic entities with financing receivables. Financing receivables include loans and trade accounts receivable. However, short-term trade accounts receivable, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure amendments. The Company is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.

The effective date of ASU 2010-20 differs for public and nonpublic companies. For public companies, the amendments that require disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. For nonpublic companies, the amendments are effective for annual reporting periods ending on or after December 15, 2011.

F-15

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

3.   Investment Securities Available for Sale and Held to Maturity

The amortized cost, gross unrealized gains and losses, and the fair values of investment securities available for sale and held to maturity are shown below. Where applicable, the maturity distribution and the fair value of investment securities, by contractual maturity, are shown. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2010 (Unaudited)
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Available for Sale:
Obligations of the Federal Home Loan Bank:
Due 1 year or less	$	3,000,000	$	2,500	$	—	$	3,002,500
Due 1 year through 5 years		1,000,000		2,500		—		1,002,500
Due after 5 years through 10 years		2,996,022		86,478		—		3,082,500
Total	$	6,996,022	$	91,478	$	—	$	7,087,500

	June 30, 2010 (Unaudited)
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Obligations of Freddie Mac:
Due after 5 years through 10 years	$	6,994,200	$	82,630	$	—	$	7,076,830
Total	$	6,994,200	$	82,630	$	—	$	7,076,830

	June 30, 2010 (Unaudited)
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Obligations of Fannie Mae:
Due after 1 years through 5 years	$	1,000,000	$	4,690	$	—	$	1,004,690
Due after 5 years through 10 years		4,000,000		14,690		—		4,014,690
Due after 10 years		9,000,000		31,890		—		9,031,890
Total	$	14,000,000	$	51,270	$	—	$	14,051,270

	June 30, 2010 (Unaudited)
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Held to Maturity
Municipal Obligations:
Due after 5 years through 10 years	$	4,315,846	$	162,154	$	—		$	4,478,000
Due after 10 years		17,759,550		425,627		(80,996	)		18,104,181
Total	$	22,075,396	$	587,781	$	(80,996	)	$	22,582,181

F-16

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	December 31, 2009
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Available for Sale:
Obligations of the Federal Home Loan Bank:
Due 1 year or less	$	1,000,000	$	4,690		—		$	1,004,690
Due after 5 years through 10 years		4,995,699		100,251		(16,870	)		5,079,080
Total	$	5,995,699	$	104,941	$	(16,870	)	$	6,083,770

	December 31, 2009
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Obligations of Freddie Mac:
Due after 1 year through 5 years	$	1,000,000	$	—		(15,310	)	$	984,690
Due after 10 years		1,000,000		—		(5,000	)		995,000
Total	$	2,000,000	$	—	$	(20,310	)	$	1,979,690

	December 31, 2009
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Obligations of Fannie Mae:
Due after 5 years through 10 years	$	6,000,000	$	2,190	$	(41,250	)	$	5,960,940
Due after 10 years		14,999,122		2,820		(136,492	)		14,865,450
Total	$	20,999,122	$	5,010	$	(177,742	)	$	20,826,390

	December 31, 2009
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Held to Maturity
Municipal Obligations:
Due after 5 years through 10 years	$	4,315,560	$	169,914		—		$	4,485,474
Due after 10 years		19,130,243		341,992	$	(161,285	)		19,310,950
Total	$	23,445,803	$	511,906	$	(161,285	)	$	23,796,424

	December 31, 2008
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Available for Sale:
Obligations of the Federal Home Loan Bank:
Due after 1 year through 5 years	$	1,000,000	$	22,190		—	$	1,022,190
Due after 5 years through 10 years		3,995,054		159,956		—		4,155,010
Total	$	4,995,054	$	182,146	$	—	$	5,177,200

F-17

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	December 31, 2008
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Obligations of Freddie Mac:
Due after 5 years through 10 years	$	10,993,236	$	35,785	$	—		$	11,029,021
Due after 10 years		7,493,482		25,383		(1,820	)		7,517,045
Total	$	18,486,718	$	61,168	$	(1,820	)	$	18,546,066

	December 31, 2008
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Obligations of Fannie Mae:
Due 1 year or less	$	998,087	$	33,793	$	—	$	1,031,880
Due after 10 years		9,967,932		58,958		—		10,026,890
Total	$	10,966,019	$	92,751	$	—	$	11,058,770

	December 31, 2008
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Obligations of Federal Farm Credit:
Due after 5 years through 10 years	$	3,000,000	$	43,130	$	(10,940	)	$	3,032,190
Total	$	3,000,000	$	43,130	$	(10,940	)	$	3,032,190

	December 31, 2008
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Held to Maturity
Municipal Obligations:
Due after 5 years through 10 years	$	7,638,991	$	100,336	$	(68,254	)	$	7,671,073
Due after 10 years		16,616,771		207,481		(536,999	)		16,287,253
Total	$	24,255,762	$	307,817	$	(605,253	)	$	23,958,326

Included in obligations of U.S. Government agencies at June 30, 2010, December 31, 2009 and December 31, 2008, were $23.1 (unaudited), $19.8 and $17.0 million, respectively, of structured notes. These structured notes were comprised of step-up bonds that provide the U.S. Government agency with the right, but not the obligation, to call the bonds on certain dates.

For the six months ended June 30, 2010, June 30, 2009 and the years ended December 31, 2009, and 2008, proceeds from sales of investment securities available for sale amounted to $-0- (unaudited), $-0- (unaudited), $-0-, and $18.1 million, respectively. For such periods, gross realized gains on sales amounted to $-0- (unaudited), $-0-(unaudited), $-0-, and $-0-, respectively, while gross realized losses amounted to $0 (unaudited), $-0- (unaudited), $-0-, and $157,349, respectively. The tax provision applicable to the net realized gain (loss) amounted to $-0- (unaudited), $-0-(unaudited), $-0-, and $(53,499), for the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009, and 2008, respectively. Investment securities with an aggregate carrying value of $11.4 million (unaudited), $12.0 million and $4.0 million were pledged as collateral for certain deposits at June 30, 2010, December 31, 2009 and December 31, 2008, respectively.

F-18

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

4.   Mortgage-Backed Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and the fair values of mortgage-backed securities available for sale are as follows:

	June 30, 2010
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
GNMA pass-through certificates	$	2,035,935	$	83,364		—		$	2,119,299
FHLMC pass-through certificates		6,850,457		442,217		—			7,292,674
FNMA pass-through certificates		9,706,064		441,196	$	(8,344	)		10,138,916
Total	$	18,592,456	$	966,777	$	(8,344	)	$	19,550,889

	December 31, 2009
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
GNMA pass-through certificates	$	2,141,689	$	79,369		—		$	2,221,058
FHLMC pass-through certificates		8,379,078		418,743		—			8,797,821
FNMA pass-through certificates		11,942,817		408,396	$	(15,067	)		12,336,146
Total	$	22,463,584	$	906,508	$	(15,067	)	$	23,355,025

	December 31, 2008
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
GNMA pass-through certificates	$	2,541,324	$	30,113	$	(79,638	)	$	2,491,799
FHLMC pass-through certificates		12,292,382		352,651		(3,968	)		12,641,065
FNMA pass-through certificates		16,505,855		354,950		(72,912	)		16,787,893
Total	$	31,339,561	$	737,714	$	(156,518	)	$	31,920,757

At June 30, 2010, December 31, 2009 and 2008, the Bank had $4.6 million (unaudited), $3.1 million and $5.6 million, respectively, in mortgage-backed securities pledged as collateral for the treasury, tax and loan account and certain deposits. There were no sales of mortgage-backed securities in 2010, 2009 or 2008.

F-19

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

5.   Loans Receivable — Net

Loans receivable consist of the following:

	June 30,			December 31,
	2010			2009			2008
	(Unaudited)
Real estate loans:
Single-family	$	110,388,291		$	114,953,350		$	116,682,502
Multi-family		1,208,419			1,231,148			1,281,274
Commercial		136,933,291			131,873,637			123,465,061
Land and construction		24,083,808			24,580,893			25,260,812
Commercial business		7,461,864			8,457,702			8,985,325
Consumer and other loans		7,391,676			7,613,968			5,936,821
Total loans receivable		287,467,349			288,710,698			281,611,795
Less:
Deferred fees		(261,845	)		(165,384	)		(6,123	)
Allowance for loan losses		(4,185,376	)		(3,537,736	)		(3,169,118	)
Loans receivable — net		283,020,128			285,007,578			278,436,554

The Bank originates loans to customers located primarily in Southeastern Pennsylvania. This geographic concentration of credit exposes the Bank to a higher degree of risk associated with this economic region. In addition, the Bank participated in the origination and sale of fixed-rate single-family residential mortgage loans in the secondary market. The Bank recognized a gain from the sale of such loans of $-0- (unaudited), $-0- (unaudited), $-0-, and $7,000 for the six months ended June 30, 2010 and June 30, 2009 and years ended December 31, 2009 and 2008, respectively.

Following is a summary of changes in the allowance for loan losses:

	June 30,			December 31,
	2010			2009			2008
	(Unaudited)
Balance, beginning of period	$	3,537,736		$	3,169,118		$	2,831,065
Provision charged to operations		1,170,000			528,215			585,000
Charge-offs		(522,616	)		(160,661	)		(365,823	)
Recoveries		256			1,064			118,876
Balance, end of period	$	4,185,376		$	3,537,736		$	3,169,118

Non-performing loans amounted to $13.1 million, $7.8 million, and $7.0 million at June 30, 2010, December 31, 2009 and December 31, 2008, respectively. Interest income that would have been recorded during the six months ended June 30, 2010, the twelve months ended December 31, 2009 and the twelve months ended December 31, 2008, if the Bank’s nonperforming loans at the end of the year had been performing in accordance with their terms was $227,000, $335,000 and $347,000, respectively. The amount of interest income that was actually recorded during 2009 and 2008 with respect to such nonperforming loans amounted to approximately $136,000 and $121,000, respectively. Loans 90 days past due and still accruing were $1.8 million, $1.4 million and $1.8 million at June 30, 2010, December 31, 2009, and December 31, 2008, respectively. Non-accrual loans were $11.3 million, $6.4 million and $5.2 million at June 30, 2010, December 31, 2009, and December 31, 2008, respectively. OREO was $3.0 million, $3.0 million and $-0- at June 30, 2010, December 31, 2009 and December 31, 2008, respectively.

F-20

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

At June 30, 2010, December 31, 2009, and December 31, 2008, 100% of impaired loan balances were measured for impairment based on the fair value of the loans’ collateral.

	June 30,		December 31,
	2010		2009		2008
	(Unaudited)
Impaired loans without a valuation allowance	$	1,231,928	$	1,543,035	$	1,603,076
Impaired loans with a valuation allowance	$	9,971,620	$	4,435,158	$	2,844,244
Total impaired loans	$	11,203,548	$	5,978,193	$	4,447,320
Valuation allowance related to impaired loans	$	1,171,054	$	107,903	$	225,435

	Six Months Ended June 30,
	2010		2009
	(Unaudited)
Average impaired loans	$	9,029,500	$	4,682,183
Interest income recognized on impaired loans		311,076		43,345
Interest income recognized on a cash basis on impaired loans		311,076		43,345

	Year Ended December 31,
	2009		2008
Average impaired loans	$	4,687,791	$	1,234,174
Interest income recognized on impaired loans		18,798		35,437
Interest income recognized on a cash basis on impaired loans		18,798		35,437

From time to time the Bank will grant loans to directors and executive officers of the Bank and Company. These loans are made under the same terms and underwriting standards as any other customer. There were outstanding balances of $1.1 million (unaudited), $6.9 million, and $5.5 million of these loans at June 30, 2010, December 31, 2009, and December 31, 2008, respectively. During 2010, there were no new loans and lines of credit issued to directors and executive officers, $42,000 in principal repayments, $109,000 of draws on existing lines of credit, and due to the resignation of a director in the second quarter of 2010, $6.1 million that was classified as a insider loan at December 31, 2009 was no longer classified as such at June 30, 2010. During 2009, there were no new loans and lines of credit issued, $92,000 in principal repayments, and $1.4 million of draws on existing lines of credit by directors and executive officers. At December 31, 2009, there was $173,000 in unused lines of credit to directors and executive officers.

6.   Premises and Equipment

Premises and equipment are summarized by major classifications as follows:

	June 30,			December 31,
	2010			2009			2008
	(Unaudited)
Land and buildings	$	4,512,173		$	4,320,486		$	4,187,686
Furniture and fixtures		5,603,793			5,507,255			5,476,947
Total		10,115,966			9,827,741			9,664,633
Accumulated depreciation		(7,543,932	)		(7,297,191	)		(6,900,280	)
Net	$	2,572,034		$	2,530,550		$	2,764,353

F-21

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Depreciation expense for the six months ended June 30, 2010 and 2009 and for the years ended December 31, 2009 and 2008 amounted to $247,000 (unaudited), $284,000 (unaudited), $512,000, and $686,000, respectively.

7.   Deposits

Deposits consist of the following major classifications:

	June 30, 2010 (Unaudited)
	Amount		Percent
	(Unaudited)
Money market deposit accounts	$	21,921,302		5.8	%
Other savings deposits		42,863,636		11.2
Certificates of less than $100,000		192,475,185		50.5
Certificates of $100,000 or more		62,625,385		16.4
NOW accounts		48,111,793		12.6
Non-interest bearing accounts		13,212,877		3.5
Total	$	381,210,178		100.0	%

	December 31,
	2009					2008
	Amount		Percent			Amount		Percent
Money market deposit accounts	$	18,663,769		5.0	%	$	18,066,675		5.5	%
Passbook and statement savings accounts		40,891,707		10.9			39,378,369		12.0
Certificates of less than $100,000		194,567,026		51.8			167,750,651		51.3
Certificates of $100,000 or more		57,016,155		15.2			40,192,189		12.3
NOW accounts		48,609,281		13.0			48,269,172		14.7
Non-interest bearing accounts		15,506,305		4.1			13,609,911		4.2
Total	$	375,254,243		100.0	%	$	327,266,967		100.0	%

The weighted average cost of interest bearing deposits was 1.62% (unaudited), 2.17% and 2.97% at June 30, 2010, December 31, 2009, and December 31, 2008, respectively. Included in non-interest bearing deposits are the deposits of Alliance Mutual Holding Company, a related party, of $-0- (unaudited), $3,627,000 and $2,945,000 at June 30, 2010, December 31, 2009 and December 31, 2008, respectively.

A summary of certificates by scheduled maturity was as follows:

	June 30, 2010					December 31, 2009
	Amount		Percent			Amount		Percent
	(Unaudited)
2010	$	103,310,516		40.50	%	$	200,111,806		79.50	%
2011		124,456,891		48.79	%		43,059,886		17.10	%
2012		21,091,517		8.27	%		5,231,595		2.10	%
2013		5,184,764		2.02	%		1,417,480		0.60	%
2014		121,399		0.05	%		948,222		0.40	%
Thereafter		1,935,483		0.37	%		814,192		0.30	%
Total	$	256,100,570		100.00	%	$	251,583,181		100.00	%

F-22

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of interest expense on deposits was as follows:

	Six Months Ended June 30,
	2010		2009
	(Unaudited)
Money market deposit accounts	$	79,070	$	62,533
Other savings deposits		103,051		98,899
Certificates of less than $100,000		2,171,153		2,856,617
Certificates of $100,000 or more		529,814		655,901
NOW accounts		117,421		123,546
Total	$	3,000,509	$	3,797,496

	Twelve Months December 31,
	2009		2008
Money market deposit accounts	$	133,897	$	303,070
Other savings deposits		200,760		215,242
Certificates of less than $100,000		5,403,356		6,852,213
Certificates of $100,000 or more		1,282,717		1,159,037
NOW accounts		235,983		738,616
Total	$	7,256,713	$	9,268,178

8.   FHLB Advances

FHLB Advances were summarized as follows:

			Interest			June 30,
	Due		Rate			2010
						(Unaudited)
FHLB convertible advance		09/22/10		6.10	%	$	5,000,000
Total						$	5,000,000

					December 31,
		Interest
	Due	Rate			2009		2008
FHLB convertible advance	07/22/09		6.19	%	$	—	$	5,000,000
FHLB convertible advance	02/03/10		6.05			6,000,000		6,000,000
FHLB convertible advance	05/17/10		6.44			11,000,000		11,000,000
FHLB convertible advance	06/28/10		6.44			10,000,000		10,000,000
FHLB convertible advance	09/22/10		6.10			5,000,000		5,000,000
Total					$	32,000,000	$	37,000,000

The FHLB has an option, beginning at a predetermined date and quarterly thereafter, to convert certain advances to a floating rate advance, generally at three-month LIBOR. However, the Bank may, at its option and without any penalty, put back the advance or a portion thereof to the FHLB prior to conversion.

The FHLB offers an alternative to regular repurchase agreements. The term is variable from overnight to one year and utilizes mortgage loans as collateral in lieu of liquidity items such as government securities for collateral.

F-23

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The Bank’s unused credit line with the FHLB amounted to approximately $20,000,000 at June 30, 2010 (unaudited), December 31, 2009 and December 31, 2008, respectively. The weighted average rate on FHLB advances was 6.20% (unaudited), 6.31% and 6.30% at June 30, 2010, December 31, 2009 and December 31, 2008, respectively. The advances are collateralized by FHLB stock owned by the Bank in addition to a blanket pledge of eligible assets in an amount required to be maintained so that the estimated fair value of such eligible assets exceeds, at all times, 110% of the outstanding advances.

The following table sets forth certain information regarding borrowed funds at or for the dates indicated:

	At or for the Six Months
	Ended June 30, 2010
	(Unaudited)
FHLB of Pittsburgh advances:
Average balance outstanding	$	24,193
Maximum amount outstanding at any month-end during the period		32,000
Balance outstanding at end of period		5,000
Weighted average interest rate during the period		6.20	%
Weighted average interest rate at end of the period		6.10	%
Total borrowings:
Average balance outstanding	$	25,369
Maximum amount outstanding at any month-end during the period		35,238
Balance outstanding at end of period		13,112
Weighted average interest rate during the period		6.20	%
Weighted average interest rate at end of period		6.10	%

	At or for the Year Ended December 31,
	2009			2008
	(Dollars in Thousands)
FHLB of Pittsburgh advances:
Average balance outstanding	$	34,767		$	37,000
Maximum amount outstanding at any month-end during the year		37,000			37,100
Balance outstanding at end of year		32,000			37,000
Weighted average interest rate during the year		6.39	%		6.30	%
Weighted average interest rate at end of year		6.31	%		6.30	%
Total borrowings:
Average balance outstanding	$	34,811		$	37,815
Maximum amount outstanding at any month-end during the year		37,082			39,812
Balance outstanding at end of year		32,021			37,198
Weighted average interest rate during the year		6.38	%		6.27	%
Weighted average interest rate at end of year		6.31	%		6.30	%

9.   Income Taxes

The Bank uses the experience method in computing reserves for bad debts. The bad debt deduction allowable under this method is available to small banks with assets less than $500 million. Generally, this method allows the Bank to deduct an annual addition to the reserve for bad debts equal to the increase in the balance of the Bank’s reserve for bad debts at the end of the year to an amount equal to the percentage of

F-24

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

total loans at the end of the year, computed using the ratio of the previous six years’ net chargeoffs divided by the sum of the previous six years’ total outstanding loans at year end.

Retained earnings at June 30, 2010 (unaudited), December 31, 2009 and 2008 included approximately $7.1 million, representing bad debt deductions, for which no deferred income taxes have been provided.

The Company has no liability recorded related to unrecognized tax positions. No expense has been recorded or accrued for interest or penalties.

The Company files income tax returns in the U.S. Federal jurisdiction and in Pennsylvania. With limited exception, the Company is no longer subject to U.S. Federal and Pennsylvania examinations by tax authorities before 2006.

The tax effect of temporary differences that give rise to significant portions of the deferred tax accounts, calculated at 34%, is as follows:

	June 30, 2010
	(Unaudited)
Deferred tax assets:
Depreciation and amortization	$	128,180
Allowance for loan losses		1,422,900
Additional minimum liability for retirement plans		567,601
Securities impairment		317,900
Supplemental retirement benefits		1,226,040
Capital loss carryforward		327,760
Alternative minimum tax		1,347,000
State tax loss carryfowards		336,776
Other		213,192
Total deferred tax assets		5,887,349
Valuation allowance		(336,776	)
Deferred tax liabilities:
Deferred loan fees		(88,060	)
Pension Plan		(383,860	)
Net unrealized gain on securities available for sale		(402,496	)
Total deferred tax liabilities		(874,416	)
Net deferred tax asset	$	4,676,157

F-25

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	December 31,
	2009			2008
Deferred tax assets:
Depreciation and amortization	$	121,380		$	52,020
Allowance for loan losses		1,202,580			1,077,460
Additional minimum liability for retirement plans		567,601			801,309
Securities impairment		317,900			317,900
Supplemental retirement benefits		1,201,900			1,157,360
Capital loss carryforward		327,760			327,760
Alternative minimum tax		1,347,000			1,216,000
State tax loss carryfowards		336,776			316,225
Other		197,752			106,854
Total deferred tax assets		5,620,649			5,372,888
Valuation allowance		(336,776	)		(316,225	)
Deferred tax liabilities:
Deferred loan fees		(94,860	)		(103,020	)
Pension Plan		(375,360	)		(303,280	)
Net unrealized gain on securities available for sale		(267,399	)		(322,196	)
Total deferred tax liabilities		(737,619	)		(728,496	)
Net deferred tax asset	$	4,546,254		$	4,328,167

As of June 30, 2010 (unaudited), December 31, 2009, and December 31, 2008, the Bank had approximately $2.9 million of State NOL carryforwards expiring through 2012. The Company has recorded a full valuation allowance for these carryforwards as projected State income at the Bank is not anticipated to be sufficient to realize these benefits.

The consolidated benefit for income taxes consisted of the following for the six months ended June 30:

	2010			2009
	(Unaudited)
Current	$	(75,000	)	$	(67,000	)
Deferred		(130,000	)		8,000
Total	$	(205,000	)	$	(59,000	)

The consolidated benefit for income taxes consisted of the following for the years ended December 31:

	2009			2008
Current	$	356,000		$	255,076
Deferred		(397,000	)		(665,676	)
Total	$	(41,000	)	$	(410,600	)

F-26

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The Bank’s federal income tax benefit differs from that computed at the statutory tax rate as follows:

	Six Months Ended June 30,
	2010						2009
				Percentage						Percentage
				of Pretax						of Pretax
	Amount			Income			Amount			Income
	(Unaudited)
Expense at statutory rate	$	89,949			34.0	%	$	212,416			34.0	%
Adjustments resulting from:
Tax-exempt income		(180,511	)		(68.2	)		(204,423	)		(32.7	)
Increase in cash surrender value		(59,263	)		(22.4	)		(62,144	)		(9.9	)
Other		(55,175	)		(20.9	)		(4,849	)		(0.8	)
Income tax benefit per consolidated statements of income	$	(205,000	)		(77.5	)%	$	(59,000	)		(9.4	)%

	Year Ended December 31,
	2009						2008
				Percentage						Percentage
				of Pretax						of Pretax
	Amount			Income			Amount			Income
Expense at statutory rate	$	448,017			34.0	%	$	65,972			34.0	%
Adjustments resulting from:
Tax-exempt income		(398,121	)		(30.2	)		(355,300	)		(183.1	)
Increase in cash surrender value		(120,783	)		(9.2	)		(124,753	)		(64.3	)
Other		29,887			2.3			3,481			1.8
Income tax benefit per consolidated statements of income	$	(41,000	)		(3.1	)%	$	(410,600	)		(211.6	)%

10.   Commitments and Contingencies

The Bank had approximately $9.1 (unaudited), $7.8 million and $6.4 million in outstanding loan commitments, excluding unused lines of credit and the undisbursed portion of loans in process, at June 30, 2010, December 31, 2009 and December 31, 2008, respectively, which were expected to fund within the next three months. Unused commitments under unused lines of credit amounted to $29.4 (unaudited), $30.5 million and $31.6 million at June 30, 2010, December 31, 2009, and December 31, 2008, respectively. In addition, the Bank had $849,000 (unaudited), $1.4 million, and $1.3 million in standby letters of credit at June 30, 2010, December 31, 2009 and December 31, 2008, respectively, which were secured by cash, marketable securities and real estate. All commitments are issued using the Bank’s current loan policies and underwriting guidelines and the breakdown between fixed-rate and adjustable-rate loans is as follows:

	June 30,		December 31,
	2010		2009		2008
	(Unaudited)
Fixed-rate (ranging from 5.25% to 8.00)%	$	1,826,750	$	7,455,322	$	3,179,750
Adjustable-rate		7,279,600		382,250		3,239,675
Total	$	9,106,350	$	7,837,572	$	6,419,425

F-27

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Depending on cash flow, interest rate risk, risk management and other considerations, longer term fixed-rate residential loans are sold in the secondary market. There were no outstanding commitments to sell loans at June 30, 2010 (unaudited) and December 31, 2009.

On May 14, 2010, Alliance Bank, a wholly owned subsidiary of the Company, filed a complaint against New Century Bank in the United States District Court for the Eastern District of Pennsylvania claiming trademark infringement, false designation of origin and unfair competition due to New Century Bank’s unauthorized adoption and use of Alliance Bank’s registered trademark of “Customer First” in connection with providing banking and financial services, including doing business under the name “Customer 1st Bank.” Alliance Bank is seeking to enjoin New Century Bank from the use of its trademark as well as unspecified monetary damages. In its answer to the complaint, New Century Bank filed a counterclaim against Alliance Bank alleging that the trademark is invalid.

On July 27, 2010, the District Court, following evidentiary hearing and oral argument, found that Alliance Bank was likely to succeed on the merits of the trademark infringement case at trial and granted Alliance Bank’s motion for a preliminary injunction against New Century Bank prohibiting its use of the name New Century Bank prohibiting its use of the name Customer First or any similar name requiring New Century Bank to immediately modify its signage and cease using the name Customer 1st Bank in its branches or otherwise using or disseminating marketing and promotional materials that uses or features the mark Customers 1st and/or Customers 1st Bank or any logo, trade name or trademark which incorporates such a mark. New Century Bank has 30 days to appeal the order for a preliminary junction from Alliance Bank’s posting a security bond on August 2, 2010.

Expenses related to rent for office buildings for the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009 and 2008 were $211,000 (unaudited), $217,000 (unaudited), $438,000, and $434,000, respectively. The Bank maintains offices at nine locations, including seven bank offices which it rents under leases expiring over the next 13 years. The following is a summary of future minimum rental payments required under all operating leases as of December 31, 2009:

	Year Ending December 31,
2010	$	429,063
2011		326,317
2012		252,970
2013		230,123
2014		230,870
Thereafter		1,077,690
Total minimum rental payments	$	2,547,033

11.   Retirement Plans

The Bank has a defined benefit pension plan, a profit-sharing plan and a defined contribution plan under Section 401(k) of the Internal Revenue Code, all of which cover all full-time employees meeting certain eligibility requirements. The plans may be terminated at any time at the discretion of the Bank’s Board of Directors.

Pension expense was $152,000 (unaudited), $216,000 (unaudited), $388,265, and $299,506 for the six month periods ended June 30, 2010 and 2009 and the years ended 2009 and 2008, respectively. The contribution for the profit-sharing plan was $60,000 (unaudited), $50,000 (unaudited), $110,000, and $100,000 for the six month periods ended June 30, 2010 and 2009 and the years ended December 31, 2009 and 2008, respectively. There were no employer contributions to the 401(k) plan in 2010 (unaudited), 2009, and 2008.

F-28

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The net pension costs for the six month periods ended June 30, 2010 and 2009 included the following components:

	For the Six Months Ended
	June 30,
	2010			2009
	(Unaudited)
Net Periodic Benefit Cost
Service Cost	$	147,174		$	147,938
Interest Cost		133,708			122,880
Expected Return on Plan Assets		(169,350	)		(114,146	)
Amortization of Prior Service Cost		6,342			6,342
Amortization of Loss		19,874			52,986
Net Periodic Benefit Cost	$	137,748		$	216,000

The net pension costs for the years ended December 31, 2009 and 2008 included the following components:

	2009			2008
Net Periodic Benefit Cost
Service Cost	$	297,641		$	295,877
Interest Cost		264,737			245,762
Expected Return on Plan Assets		(288,812	)		(330,789	)
Amortization of Transition Obligation/(Asset)		—			—
Amortization of Prior Service Cost		12,685			12,685
Amortization of Loss		102,014			5,971
Net Periodic Benefit Cost	$	388,265		$	229,506
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Net loss/(gain)	$	(561,200	)	$	1,264,076
Amortization of net loss		(102,014	)		(5,971	)
Amortization of prior service cost		(12,685	)		(12,685	)
Amortization of transition obligation		—			—
Total recognized in other comprehensive income (loss)	$	(675,899	)	$	1,245,420
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	(287,634	)	$	1,474,926

The estimated net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $49,837 and $12,685, respectively.

	2009			2008
Key Assumptions
Discount Rate for Net Periodic Benefit Cost		6.00	%		6.00	%
Salary Scale for Net Periodic Benefit Cost		4.00	%		4.00	%
Expected Return on Plan Assets		8.00	%		8.00	%
Discount Rate for Plan Obligations		6.00	%		6.00	%
Salary Scale for Plan Obligations		4.00	%		4.00	%

F-29

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of reconciliation and disclosure information required under FASB ASC Topic 715, Compensation-Retirement Benefits, for the defined benefit pension plan is as follows:

	2009			2008
Change in Projected Benefit Obligation
Projected Benefit Obligation at Beginning of Year	$	4,439,594		$	4,354,167
Service Cost		297,641			295,877
Interest Cost		264,737			245,762
Benefits paid		(406,277	)		(494,381	)
Actuarial Loss		68,021			38,169
Projected Benefit Obligation at End of Year		4,663,716			4,439,594
Change in Plan Assets During Year
Fair Value of Plan Assets at Beginning of Year		3,193,874			4,183,373
Actual Return on Plan Assets		918,033			(895,118	)
Employer Contributions		600,000			400,000
Benefits Paid		(406,277	)		(494,381	)
Fair Value of Plan Assets at End of Year		4,305,630			3,193,874
Funded Status at End of Year, included in other liabilities	$	(358,086	)	$	(1,245,720	)
Benefit Obligations at End of Year
Accumulated Benefit Obligation	$	3,742,316		$	3,293,549
Amounts Recognized in Accumulated Other Comprehensive Loss
Net loss	$	1,082,363		$	1,745,577
Prior service cost		114,167			126,852
Total	$	1,196,530		$	1,872,429

Expected Contributions to the Trust

The Bank plans to contribute $400,000 to the pension plan in 2010.

Expected Benefit Payments From the Trust

2010	$	90,201
2011		199,605
2012		422,517
2013		144,917
2014		761,928
2015-2019		3,533,845

F-30

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Asset allocation for the pension plan includes equity securities ranging from 55% to 75%, debt securities ranging from 25% to 45% and cash and cash equivalents ranging from 0% to 10%. The following table shows the asset allocation as of December 31, 2009.

			Percentage
Investment Class			of Assets
Fixed Income Investments	$	1,256,648		29.2	%
Equity Investments		2,648,074		61.5	%
Cash and Cash Equivalents		400,908		9.3	%
Fair Value as of December 31, 2009	$	4,305,630		100.0	%

The Fixed income investments is 50.9% invested in a total return bond fund and 49.1% invested in a short term investment grade fund. The Equity investments consist of 10.0% small-cap mutual funds, 10.2% mid-cap mutual funds, 65.2% large-cap mutual funds, and 14.6% international mutual funds.

The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2009, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Cash	$	400,908	$	400,908	$	—	$	—
Mutual Funds		3,904,722		3,904,722		—		—
Total	$	4,305,630	$	4,305,630	$	—	$	—

The fair value measurements by level within the fair value hierarchy as of at December 31, 2008 are as follows:

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Cash	$	422,930	$	422,930	$	—	$	—
Mutual Funds		2,770,944		2,770,944		—		—
Total	$	3,193,874	$	3,193,874	$	—	$	—

In July 2000, the Bank entered into a Nonqualified Retirement and Death Benefit Agreement (the “Agreement”) with certain officers of the Bank. The purpose of the Agreement is to provide the officers with supplemental retirement benefits equal to a specified percentage of final composition and a pre-retirement death benefit if the officer does not attain the specific age requirement. A summary of the reconciliation and

F-31

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

disclosure information required under FASB Topic ASC 715, Compensation-Retirement Benefits, for the Agreement is as follows:

	For the Six Months Ended June 30,
	2010		2009
	(Unaudited)
Net Periodic Benefit Cost
Service Cost	$	19,730	$	17,558
Interest Cost		118,246		110,588
Amortization of Loss		12,024		15,854
Net Periodic Benefit Cost	$	150,000	$	144,000

	Year Ended
	December 31,
	2009			2008
Change in benefit obligation during year
Benefit obligation at beginning of year	$	3,888,031		$	3,778,374
Service cost		37,228			35,116
Interest cost		228,518			221,939
Benefit payments		(158,792	)		(158,792	)
Actuarial loss		12,413			11,394
Benefit obligation at end of year		4,007,398			3,888,031
Change in plan assets during year
Fair value of plan assets at beginning of year		—			—
Employer contributions		158,792			158,792
Benefit payments		(158,792	)		(158,792	)
Fair value of plan assets at end of year		—			—
Funded status
Funded status (included in other liabilities)		(4,007,398	)		(3,888,031	)
Unrecognized net loss		472,884			484,360
Unrecognized prior service cost		—			—
Net liability recognized	$	(3,534,514	)	$	(3,403,671	)
Change in accumulated other comprehensive income
Accumulated other comprehensive income at beginning of year	$	484,360		$	737,068
Amortization of net loss		(23,889	)		(31,710	)
Actuarial gain		12,413			11,654
Amortization of prior service cost		—			(232,652	)
Net change in other comprehensive income (loss)		(11,476	)		(252,708	)
Accumulated other comprehensive income at end of year	$	472,884		$	484,360
Expected cash-flow information for years after current fiscal year
2010				$	167,814
2011					267,053
2012					267,053
2013					287,501
2014					338,059
2015-2019					1,901,060

F-32

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	2009			2008
Net periodic benefit cost
Service cost	$	37,228		$	35,116
Interest cost		228,518			221,939
Amortization of prior service cost		—			232,652
Amortization of net loss		23,889			31,710
Net periodic benefit cost	$	289,635		$	521,417
Key Assumptions
Discount rate during the year		6.00	%		6.00	%
Discount rate at end of year		6.00	%		6.00	%

Employee Stock Ownership Plan

The Bank has an Employee Stock Ownership Plan (“ESOP”) for the benefit of employees who meet the eligibility requirements as defined in the plan. The ESOP trust purchased 90,333 shares of common stock using proceeds of a loan from the Company. The Bank makes cash contributions to the ESOP on an annual basis sufficient to enable the ESOP to make the required loan payments to the Company. The loan bears an interest rate of 8.25% with principal and interest payable quarterly in equal installments over eight years. The loan is secured by the shares of the stock purchased.

As the debt is repaid, shares are released from the collateral and allocated to qualified employees. Accordingly, the shares pledged as collateral are reported as unearned ESOP shares in the Consolidated Statements of Financial Condition. As shares are released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations. The compensation expense is recorded on a monthly basis. The Company’s expense for the ESOP was $37,000, $99,435 and $102,344 for the six months ended June 30, 2010, and the years ended December 31, 2009 and 2008, respectively.

The following table presents the components of the ESOP shares:

	Six Months Ended				Twelve Months Ended
	June 30,				December 31,
	2010		2009		2009		2008
	(Unaudited)
Shares released for allocation		33,814		7,528		30,110		18,066
Unreleased shares		56,519		82,805		60,223		72,267
Total ESOP shares		90,333		90,333		90,333		90,333

12.   Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under 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. Qualitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total

F-33

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of June 30, 2010, that the Bank meets all capital adequacy requirements to which it is subject.

As of June 30, 2010, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the table below:

											To be Well
											Capitalized Under
						For Capital Adequacy					Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of June 30, 2010 (unaudited):
Tier 1 Capital	$	47,116		10.05	%	$	18,755		4.00	%	$	23,444		5.00	%
(to average assets)
Tier 1 Capital		47,116		16.06			11,733		4.00			17,599		6.00
(to risk-weighted assets)
Total Capital		50,788		17.32			23,465		8.00			29,332		10.00
(to risk-weighted assets)
As of December 31, 2009:
Tier 1 Capital	$	46,815		10.17	%	$	18,415		4.00	%	$	23,019		5.00	%
(to average assets)
Tier 1 Capital		46,815		15.97			11,728		4.00			17,592		6.00
(to risk-weighted assets)
Total Capital		50,353		17.17			23,456		8.00			29,320		10.00
(to risk-weighted assets)
As of December 31, 2008:
Tier 1 Capital	$	45,349		10.67	%	$	17,007		4.00	%	$	21,259		5.00	%
(to average assets)
Tier 1 Capital		45,349		16.33			11,107		4.00			16,660		6.00
(to risk-weighted assets)
Total Capital		48,518		17.47			22,214		8.00			27,767		10.00
(to risk-weighted assets)

The Bank’s capital at June 30, 2010, December 31, 2009 and 2008 for financial statement purposes differs from Tier 1 capital amounts by $321,000 (unaudited), $519,000 and $625,000, respectively, representing the exclusion for regulatory purposes of unrealized gains and losses on securities available for sale, and $781,000 (unaudited), $1.1 million and $1.6 million, respectively, representing the exclusion of amounts in accumulated other comprehensive loss from the application of FASB ASC Topic 715, Compensation-Retirement Benefits.

F-34

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

13.   Related Party Transactions

The Bank maintains a lease agreement with the Holding Company for one of its office locations. The initial lease term expires in September 2015 and the Bank has paid $21,000 (unaudited) for both the six months ended June 30, 2010 and 2009 and $42,000 each year for the years ended December 31, 2009 and 2008. In addition, the Bank maintains a management fee agreement with the Holding Company which provides for the sharing of certain company related expenses. Such expenses include salaries and benefits, insurance expenses, professional fees and directors fees. The Bank has received management fees amounting to $168,000 (unaudited), $180,000 (unaudited), $360,000, and $384,000, for the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008, respectively.

14.   Fair Value Measurements and Fair Values of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to validation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of fair value hierarchy under FASB ASC Topic 820 are as follows:

Level 1:  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2:  Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3:  Prices or valuation techniques that require inputs that are both significant to fair value measurement and unobservable (i.e. support with little or no market value activity).

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used to estimate the fair value of certain Company assets and liabilites:

Cash and Cash Equivalents (Carried at Cost),  The carrying amounts reported in the consolidated statements of financial condition for cash and short-term instruments approximate those assets’ fair values.

Investment and Mortgage-Backed Securities,  The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is

F-35

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

Loans Receivable (Carried at Cost),  The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired Loans (Generally Carried at Fair Value),  Impaired loans are those in which the Bank has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds.

These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances, net of any valuation allowance.

Other Real Estate Owned,  OREO assets are adjusted to fair value less estimated selling costs upon transfer of the loans to OREO. Subsequently, OREO assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. There assets are included as Level 3 fair values.

FHLB Stock (Carried at Cost),  The carrying amount of FHLB stock approximates fair value, and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable (Carried at Cost),  The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposits (Carried at Cost),  The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

FHLB Advances and Other Borrowed Money (Carried at Cost),  Fair values of FHLB advances and other borrowed money are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances and/or other borrower money with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-Balance Sheet Financial Instruments,  Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

F-36

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes assets measured at fair value on a recurring basis as of June 30, 2010 (unaudited), segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Investment securities available for sale	$	28,216	$	—	$	28,216	$	—
Mortgage backed securities available for sale		19,551		—		19,551		—
Total	$	47,767	$	—	$	47,767	$	—

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2010 (unaudited) are as follows:

					(Level 2)
			(Level 1)		Significant		(Level 3)
			Prices in Active		Other		Significant
			Markets for		Observable		Unobservable
Description	Total		Identical Assets		Inputs		Inputs
Impaired loans	$	8,801	$	—	$	—	$	8,801
Other real estate owned		3,026		—		—		3,026
Total	$	11,827	$	—	$	—	$	11,827

The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2009, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Obligations of FHLB	$	6,084	$	—	$	6,084	$	—
Obligations of Freddie Mac		1,980				1,980
Obligations of Fannie Mae		20,826				20,826
Mortgage backed securities available for sale		23,355		—		23,355		—
Total	$	52,245	$	—	$	52,245	$	—

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2009 are as follows:

					(Level 2)
			(Level 1)		Significant		(Level 3)
			Prices in Active		Other		Significant
			Markets for		Observable		Unobservable
Description	Total		Identical Assets		Inputs		Inputs
Impaired loans	$	4,327	$	—	$	—	$	4,327
Other real estate owned		2,968		—		—		2,968
Total	$	7,295	$	—	$	—	$	7,295

F-37

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2008 are as follows:

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Investment securities available for sale	$	37,814	$	—	$	37,814	$	—
Mortgage backed securities available for sale		31,921		—		31,921		—
Total	$	69,735	$	—	$	69,735	$	—

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2008 are as follows:

			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
Impaired loans	$	2,619	$	—	$	—	$	2,619

The carrying amounts and estimated fair values of the Company’s assets and liabilities were as follows at June 30, 2010, December 31, 2010 and 2009.

	June 30, 2010
	Carrying		Estimated
	Amount		Fair Value
	(In thousands) (Unaudited)
Assets:
Cash and due from banks	$	5,548	$	5,548
Interest bearing deposits at banks		60,908		60,908
Investment securities		50,291		50,798
Mortgage-backed securities		19,551		19,511
Loans receivable		283,020		282,893
FHLB stock		2,439		2,439
Accrued interest receivable		1,963		1,963
Liabilities:
NOW and MMDA deposits(1)	$	83,247	$	83,247
Other savings deposits		42,863		42,863
Certificate accounts		255,100		257,198
FHLB advances & other borrowed money		13,112		13,182
Accrued interest payable		44		44
Off balance sheet instruments		—		—

F-38

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	December 31, 2009				December 31, 2008
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
	(In thousands)
Assets:
Cash and due from banks	$	5,710	$	5,710	$	7,849	$	7,849
Interest bearing deposits at banks		69,226		69,226		20,459		20,459
Investment securities		52,336		52,686		62,070		61,773
Mortgage-backed securities		23,355		23,355		31,921		31,921
Loans receivable		285,008		285,105		278,437		275,903
FHLB stock		2,439		2,439		2,439		2,439
Accrued interest receivable		2,045		2,045		2,028		2,028
Liabilities:
NOW and MMDA deposits(1)	$	82,779	$	82,779	$	79,946	$	79,946
Other savings deposits		40,892		40,892		39,378		39,378
Certificate accounts		251,583		253,534		207,943		210,852
FHLB advances & other borrowed money		35,090		32,960		41,632		47,943
Accrued interest payable		192		192		220		220
Off balance sheet instruments		—		—		—		—

(1) Includes non-interest bearing accounts, totaling $13,213, $15,056 and $13,610 at June 30, 2010, December 31, 2009 and 2008, respectively.

15.   Condensed Financial Information — Parent Corporation Only

CONDENSED BALANCE SHEETS

	June 30,		December 31,
	2010		2009		2008
	(Unaudited)
ASSETS:
Cash and cash equivalents	$	1,182,775	$	1,596,689	$	3,770,669
Loan receivable — ESOP		588,918		616,177		722,664
Other assets		—		—		3,600
Investment in Alliance Bank		46,795,401		46,231,757		44,419,105
Total assets	$	48,567,094	$	48,444,623	$	48,916,038
LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES:
Total liabilities	$	—	$	—	$	17,000
STOCKHOLDERS’ EQUITY
Total stockholders’ equity		48,567,094		48,444,623		48,899,038
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	48,567,094	$	48,444,623	$	48,916,038

F-39

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

CONDENSED INCOME STATEMENTS

	For the Six Months Ended				For the Year Ended
	June 30,				December 31,
	2010		2009		2009			2008
	(Unaudited)
INCOME:
Interest income	$	25,503	$	29,278	$	56,381		$	68,862
Total income		25,503		29,278		56,381			68,862
EXPENSES:
Legal Fees		8,000		12,000		24,000			32,000
Stock Related Expense		9,800		15,600		31,600			36,500
Capital stock tax		7,500		1,000		1,000			11,000
Total expenses		25,300		28,600		56,600			79,500
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) AND EQUITY IN UNDISTRUBUTED NET INCOME OF SUBSIDIARY		203		678		(219	)		(10,638	)
EQUITY IN UNDISTRUBUTED NET INCOME OF SUBSIDIARY		264,351		624,075		1,358,916			611,672
Income Tax Benefit		—		—		—			(3,600	)
NET INCOME	$	264,554	$	624,753	$	1,358,697		$	604,634

F-40

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months						For The Year Ended
	June 30,						December 31,
	2010			2009			2009			2008
	(Unaudited)
OPERATING ACTIVITIES:
Net Income	$	264,554		$	624,753		$	1,358,697		$	604,634
Adjustments to reconcile net income to cash provided by (used in) operations:
Undistributed net income of subsidiary		(264,351	)		(624,075	)		(1,358,916	)		(611,672	)
Decrease (increase) in other assets		—			—			3,600			(3,600	)
(Decrease) increase in other liabilities		—			(17,000	)		(17,000	)		17,000
Net cash (used in) provided by operating activities		203			(16,322	)		(13,619	)		6,362
INVESTING ACTIVITIES:
Principal repayments on ESOP loan		27,259			52,156			106,487			120,444
Net cash provided by investing activities		27,259			52,156			106,487			120,444
FINANCING ACTIVITIES:
Purchase of treasury stock		(276,920	)		(904,855	)		(1,919,112	)		(2,385,979	)
Dividends paid		(164,456	)		(177,311	)		(347,736	)		(743,168	)
Net cash used in financing activities		(441,376	)		(1,082,166	)		(2,266,848	)		(3,129,147	)
Net decrease in cash and cash equivalents		(413,914	)		(1,046,332	)		(2,173,980	)		(3,002,341	)
Cash and cash equivalents — beginning of period		1,596,689			3,770,669			3,770,669			6,773,010
Cash and cash equivalents — end of period	$	1,182,775		$	2,724,337		$	1,596,689		$	3,770,669

16.   Subsequent Events

The Company has evaluated events and transactions occurring subsequent to June 30, 2010, for items that should potentially be recognized or disclosed in these financial statements. The evaluation was conducted through the date these financial statements were issued.

On August 11, 2010, the Company announced that it has adopted a plan of conversion and reorganization (the “Plan”) pursuant to which Alliance Bank will reorganize from the two tier mutual holding company structure to the stock holding company structure and will undertake a “second step” offering of shares of common stock of a new Pennsylvania corporation formed in connection with the conversion.

Alliance Mutual Holding Company (the “MHC”), which owns approximately 59% of the outstanding common stock of the Company, will merge with and into the Company as part of the reorganization and its shares in the Company will be extinguished. The Company will then merge with and into the new Pennsylvania corporation. The new holding company will offer and sell shares of common stock in an amount representing the percentage ownership interest currently held by the MHC, based on an independent appraisal. The new holding company will offer shares of its common stock for sale to the Bank’s eligible depositors and employee stock ownership plan and to members of the general public in a subscription and community offering in the manner and subject to the priorities set forth in the Plan. In addition, in connection with the conversion of the MHC, shares of the Company’s common stock held by shareholders other than the MHC

F-41

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

will be exchanged for shares of common stock of the new Pennsylvania corporation pursuant to an “exchange ratio” designed to preserve their aggregate percentage ownership interest. The exchange ratio will be determined based upon the independent appraisal of the new holding company and the results of the offering.

The conversion and reorganization is subject to approval of the Company’s shareholders (including the approval of a majority of the shares held by persons other than the MHC), the Bank’s depositors and regulatory agencies.

The costs associated with the stock offering will be deferred and will be deducted from the proceeds upon sale of the stock. To date, no stock offering expenses have been expensed. Approximately $87,000 of costs have been incurred and deferred. If the stock offering is unsuccessful, these costs will be expensed.

F-42

You should rely only on the information contained in this prospectus. Neither Alliance Bank nor Alliance Bancorp, Inc. of Pennsylvania has 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 common stock.

(Proposed Holding Company for Alliance Bank)

Up to 3,565,000 Shares of Common Stock

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

STIFEL NICOLAUS WEISEL

Until          , 2010, 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 or subscriptions.

          , 2010

ALTERNATE PROSPECTUS FOR EXCHANGE OFFER

Explanatory Note

Alliance Bancorp, Inc. of Pennsylvania, a recently formed Pennsylvania corporation (which we refer to as “Alliance Bancorp-New”), is offering shares of its common stock for sale to eligible depositors and the public in connection with the conversion of Alliance Mutual Holding Company from the mutual holding company structure to the stock holding company structure. Concurrent with the completion of the conversion and offering, shares of the common stock of existing Alliance Bancorp, Inc. of Pennsylvania, a federal corporation (which we refer to as “Alliance Bancorp”), owned by all shareholders other than Alliance Mutual Holding Company (which we refer to as the “public shareholders”) will be canceled and exchanged for shares of common stock of Alliance Bancorp-New so that Alliance Bancorp’s existing public shareholders will own approximately the same percentage of common stock of Alliance Bancorp-New as they owned of Alliance Bancorp’s common stock immediately prior to the conversion and offering (the “Exchange Offer”). This alternate prospectus serves as the proxy statement for the special meeting of shareholders of Alliance Bancorp, at which meeting shareholders will be asked to approve the plan of conversion and reorganization, and the prospectus for the shares of Alliance Bancorp-New to be issued in the Exchange Offer. As indicated in this alternate prospectus, portions of the alternate prospectus will be identical to portions of the prospectus for the offering (which we refer to as the “offering prospectus”) included in the registration statement on Form S-1 of Alliance Bancorp-New.

This explanatory note will not appear in the final proxy statement/prospectus.

PROSPECTUS OF ALLIANCE BANCORP, INC. OF PENNSYLVANIA
(A NEW PENNSYLVANIA CORPORATION)
AND
PROXY STATEMENT OF ALLIANCE BANCORP, INC. OF PENNSYLVANIA
(A FEDERAL CORPORATION)

Alliance Bancorp, Inc. of Pennsylvania, a federal corporation (which we refer to as “Alliance Bancorp”), Alliance Bank and Alliance Mutual Holding Company are converting from the mutual holding company structure to a fully public ownership structure. Currently, Alliance Mutual Holding Company owns 59.5% of the issued and outstanding shares of Alliance Bancorp’s common stock. The remaining 40.5% of Alliance Bancorp’s outstanding shares of common stock is owned by other shareholders, who are referred to as the public shareholders. As a result of the conversion, Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation which was recently formed by Alliance Bank (which we refer to as “Alliance Bancorp-New”), will become the parent holding company for Alliance Bank.

Shares of Alliance Bancorp’s common stock owned by the public will be exchanged for between 1,792,183 and 2,424,717 shares of common stock of Alliance Bancorp-New (subject to increase to 2,788,424 shares as a result of market demand, regulatory considerations or changes in financial markets) so that Alliance Bancorp’s existing public shareholders will own approximately the same percentage of the common stock of Alliance Bancorp-New as they owned of the common stock of Alliance Bancorp immediately prior to the conversion. The actual number of shares that you will receive will depend on the exchange ratio, which will depend on the percentage of Alliance Bancorp’s common stock held by the public at the completion of the conversion, the final independent appraisal of Alliance Bancorp-New and the number of shares of common stock of Alliance Bancorp-New stock sold in the offering described in the following paragraph. It will not depend on the market price of common stock. See “The Conversion and Offering — Effect of the Conversion on Public Shareholders — Effect on Outstanding Shares of Alliance Bancorp” for a discussion of the exchange ratio. Based on the $      per share closing price of Alliance Bancorp’s common stock as of the date of this proxy statement/prospectus, unless at least           shares of common stock of Alliance Bancorp-New are sold in the offering (slightly over the midpoint of the offering range), the initial value of the Alliance Bancorp-New common stock you receive in the share exchange would be less than the market value the Alliance Bancorp common stock that you currently own. See “Risk Factors — The Market Value of Alliance Bancorp-New Common Stock Received in the Share Exchange May be Less than the Market Value of Alliance Bancorp Common Stock Exchanged.”

Concurrently with the exchange offer, we are offering up to 3,565,000 shares of common stock of Alliance Bancorp-New, representing the 59.5% ownership interest of Alliance Mutual Holding Company in Alliance Bancorp, for sale to eligible depositors and the public at a price of $10.00 per share. We may increase the maximum number of shares that we sell in the offering, without notice to persons who have subscribed for shares, by up to 15%, to 4,099,750 shares, as a result of market demand, regulatory considerations or changes in financial markets. The conversion of Alliance Mutual Holding Company and the offering and exchange of common stock by Alliance Bancorp-New is referred to herein as the “conversion and offering.” After the conversion and offering are completed, Alliance Bank will be a wholly-owned subsidiary of Alliance Bancorp-New, and both Alliance Mutual Holding Company and Alliance Bancorp will cease to exist.

Alliance Bancorp’s common stock is currently listed on the Nasdaq Global Market under the symbol “ALLB.” We expect that the common stock of Alliance Bancorp-New will trade under the symbol “ALLBD” for a period of 20 trading days after completion of the offering. Thereafter, the trading symbol will be “ALLB.”

The conversion and offering cannot be completed unless the shareholders of Alliance Bancorp approve the plan of conversion and reorganization. Alliance Bancorp is holding a special meeting of shareholders at the          , located at          ,          , Pennsylvania, on           day,          , 2010 at          :00 p.m., Eastern time, to consider and vote upon:

1. The Plan of Conversion and Reorganization of Alliance Mutual Holding Company, Alliance Bancorp, Alliance Bancorp-New and Alliance Bank;

2. The following informational proposals:

•  2A — Approval of a provision in the articles of incorporation of Alliance Bancorp-New providing for the authorized capital stock of 50,000,000 shares of common stock and 10,000,000 shares of serial preferred stock compared to 15,000,000 shares of common stock and 5,000,000 shares of preferred stock in the charter of Alliance Bancorp;

•  2B — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval for mergers, consolidations and similar transactions, unless they have been approved in advance by at least two-thirds of the board of directors of Alliance Bancorp-New;

•  2C — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval of amendments to certain provisions in the articles of incorporation and bylaws of Alliance Bancorp-New; and

•  2D — Approval of a provision in the articles of incorporation of Alliance Bancorp-New to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting securities of Alliance Bancorp-New.

3. The adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the special meeting to approve the plan of conversion and reorganization; and

4. Any other matters that may properly come before the special meeting or any adjournment or postponement thereof (management is not aware of any such matters).

The board of directors of Alliance Bancorp unanimously recommends that its shareholders vote “FOR” the plan of conversion and reorganization, “FOR” the informational proposals and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

The provisions of the articles of incorporation which are summarized as informational proposals 2A through 2D were approved as part of the process in which the board of directors of Alliance Bancorp approved the plan of conversion and reorganization. These proposals are informational in nature only because the Office of Thrift Supervision regulations governing mutual to stock conversion do not provide for votes on matters other than the plan of conversion and reorganization. While we are asking shareholders of Alliance Bancorp to vote with respect to each of the informational proposals, shareholders are not being asked to approve the proposed provisions for which an informational vote is requested and the proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

This document serves as the proxy statement for the special meeting of shareholders of Alliance Bancorp and the prospectus for the shares of common stock of Alliance Bancorp-New to be issued in exchange for shares of Alliance Bancorp’s common stock. We urge you to read this entire document carefully. You can also obtain information about our companies from documents that we have filed with the Securities and Exchange Commission and the Office of Thrift Supervision. This document does not serve as the prospectus relating to the offering by Alliance Bancorp-New of its shares of common stock in the subscription offering and any community offering or syndicated community offering, both of which will be made pursuant to a separate prospectus.

This investment involves a degree of risk, including the possible loss of principal. Please read “Risk Factors” beginning on page 20.

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.

None of the Securities and Exchange Commission, the Office of Thrift Supervision or 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.

For assistance, please contact the Stock Information Center at (          )          -          .

The date of this proxy statement/prospectus is           , 2010, and is first being mailed to shareholders of Alliance Bancorp, Inc. of Pennsylvania on or about           , 2010.

REFERENCE TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Alliance Bancorp-New, Alliance Bancorp, Alliance Bank and Alliance Mutual Holding Company from other documents that are not included in, or delivered with, this proxy statement/prospectus, including the plan of conversion and reorganization. This information is available to you without charge upon your written or oral request. You can obtain these documents relating to Alliance Bancorp-New, Alliance Bancorp, Alliance Bank or Alliance Mutual Holding Company by requesting them in writing or by telephone from:

Alliance Bancorp, Inc. of Pennsylvania

541 Lawrence Road

Broomall, Pennsylvania 19008

Attention: Investor Relations

(610) 353-2900

If you would like to request documents, you must do so no later than           , 2010 in order to receive them before Alliance Bancorp’s special meeting of shareholders. You will not be charged for any of these documents that you request.

For additional information, please see the section entitled “Where You Can Find Additional Information” beginning on page 44 of this proxy statement/prospectus. A copy of the plan of conversion and reorganization is available for inspection at each of Alliance Bank’s branch offices.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

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You should rely only on the information contained in this proxy statement/prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. The affairs of Alliance Bancorp-New, Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank and their subsidiaries may change after the date of this proxy statement/prospectus. Delivery of this proxy statement/prospectus and the exchange of shares of common stock of Alliance Bancorp-New made hereunder does not mean otherwise.

TABLE OF CONTENTS

Questions and Answers for Shareholders of Alliance Bancorp
Summary	4
Risk Factors	20
Information About the Special Meeting of Shareholders	21
Proposal 1. Approval of the Plan of Conversion and Reorganization	23
Proposal 2. Informational Proposals Related to the Articles of Incorporation of Alliance Bancorp-New	27
Informational Proposal 2A	28
Informational Proposal 2B	28
Informational Proposal 2C	29
Informational Proposal 2D	29
Proposal 3. Approval of the Adjournment of the Special Meeting, if Necessary, to Solicit Additional Proxies	30
Selected Consolidated Financial and Other Data	31
Forward-Looking Statements	31
Use of Proceeds	31
Our Dividend Policy	31
Market for Our Common Stock	31
Regulatory Capital Requirements	31
Our Capitalization	31
Pro Forma Data	31
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Business	31
Regulation	31
Taxation	31
Management	32
Beneficial Ownership of Common Stock	32
Proposed Management Purchases	32
Interests of Certain Persons in Matters to be Acted Upon	32
The Conversion and Offering	33
Comparison of Shareholder’ Rights	33
Restrictions on Acquisition of Alliance Bancorp-New and Alliance Bank and Related Anti-Taker Provisions	41
Description of Our Capital Stock	43
Experts	44
Transfer Agent, Exchange Agent and Registrar	44
Legal and Tax Opinions	44
Registration Requirements	44
Where You Can Find Additional Information	44
Shareholder Proposals for the 2011 Annual Meeting	44
Index to Consolidated Financial Statements	44

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ALLIANCE BANCORP, INC. OF PENNSYLVANIA
541 Lawrence Road
Broomall, Pennsylvania 19008
(610) 353-2900

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on          , 2010

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Alliance Bancorp, Inc. of Pennsylvania, a federal corporation (which we refer to as “Alliance Bancorp”) will be held at the          , located at          ,          , Pennsylvania on      day,          , 2010 at     :00 p.m., Eastern time, to consider and vote upon:

1. The approval of a Plan of Conversion and Reorganization and the transactions contemplated thereby pursuant to which, among other things, Alliance Bancorp, Inc. of Pennsylvania, a newly formed Pennsylvania corporation (which we refer to as “Alliance Bancorp-New”), will offer for sale shares of its common stock, and shares of common stock of Alliance Bancorp currently held by shareholders other than Alliance Mutual Holding Company (which we refer to as the “public shareholders”) will be exchanged for shares of common stock of Alliance Bancorp-New upon the conversion of Alliance Mutual Holding Company, Alliance Bank and Alliance Bancorp from the mutual holding company structure to the stock holding company form;

2. The following informational proposals:

•  2A — Approval of a provision in the articles of incorporation of Alliance Bancorp-New providing for the authorized capital stock of 50,000,000 shares of common stock and 10,000,000 shares of serial preferred stock compared to 15,000,000 shares of common stock and 5,000,000 shares of preferred stock in the charter of Alliance Bancorp;

•  2B — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval for mergers, consolidations and similar transactions, unless they have been approved in advance by at least two-thirds of the board of directors of Alliance Bancorp-New;

•  2C — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval of amendments to certain provisions in the articles of incorporation and bylaws of Alliance Bancorp-New; and

•  2D — Approval of a provision in the articles of incorporation of Alliance Bancorp-New to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting securities of Alliance Bancorp-New;

3. The adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the special meeting to approve the plan of conversion and reorganization; and

4. Any other matters that may properly come before the special meeting or an adjournment or postponement thereof. Management is not aware of any such other business at this time.

The provisions of the articles of incorporation which are summarized as informational proposals 2A through 2D were approved as part of the process in which the board of directors of Alliance Bancorp approved the plan of conversion and reorganization. These proposals are informational in nature only because the Office of Thrift Supervision regulations governing mutual to stock conversion do not provide for votes on matters other than the plan of conversion and reorganization. While we are asking shareholders of Alliance Bancorp to vote with respect to each of the informational proposals, we are not required to receive the separate approval of the proposed provisions for which an informational vote is requested. The proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

The board of directors has fixed                    , 2010, as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting and at an adjournment or postponement thereof.

Upon written request addressed to the Secretary of Alliance Bancorp at the address given above, shareholders may obtain an additional copy of this proxy statement/prospectus and/or a copy of the plan of conversion and reorganization. In order to assure timely receipt of the additional copy of the proxy statement/prospectus and/or the plan of conversion and reorganization, the written request should be received by Alliance Bancorp, Inc. of Pennsylvania by                    , 2010. In addition, all such documents may be obtained by calling our Stock Information Center at (          )          -          .

BY ORDER OF THE BOARD OF DIRECTORS

Kathleen P. Lynch

Corporate Secretary

Broomall, Pennsylvania

           , 2010

QUESTIONS AND ANSWERS

FOR SHAREHOLDERS OF ALLIANCE BANCORP, INC. OF PENNSYLVANIA

You should read this document and the plan of conversion and reorganization for more information about the conversion and offering. The plan of conversion and reorganization has been conditionally approved by our regulators.

Q.   What are shareholders being asked to approve?

A. Alliance Bancorp’s shareholders as of          , 2010 are being asked to vote on the plan of conversion and reorganization. Under the plan of conversion and reorganization, Alliance Bank will convert from the mutual holding company form of ownership to the fully public stock holding company form of ownership, and as part of such conversion, a new Pennsylvania company, Alliance Bancorp-New will offer for sale, in the form of shares of it common stock, Alliance Mutual Holding Company’s 59.5% ownership interest in Alliance Bancorp. In addition to the shares of common stock to be issued to those who purchase shares in the stock offering, public shareholders of Alliance Bancorp as of the completion of the conversion, will receive shares of common stock of Alliance Bancorp-New in exchange for their existing shares. In addition, informational proposals relating to the articles of incorporation of Alliance Bancorp-New are also described in this proxy statement/prospectus. Due to Office of Thrift Supervision regulations, the proposed provisions of the articles of incorporation described in the informational proposals will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

Q.   What is the conversion?

A. Alliance Bank, Alliance Bancorp and Alliance Mutual Holding Company are converting from a mutual holding company structure to a fully-public ownership structure. Currently, Alliance Mutual Holding Company owns 59.5% of Alliance Bancorp’s common stock. The remaining 40.5% of common stock is owned by public shareholders. As a result of the conversion, our newly formed Pennsylvania company, also called Alliance Bancorp, Inc. of Pennsylvania, will become the parent of Alliance Bank.

Shares of common stock of Alliance Bancorp-New, representing the current 59.5% ownership interest of Alliance Mutual Holding Company in Alliance Bancorp, are being offered for sale to eligible depositors and to the public. At the completion of the conversion and offering, current public shareholders of Alliance Bancorp will exchange their shares of Alliance Bancorp common stock for shares of common stock of Alliance Bancorp-New.

After the conversion and offering are completed, Alliance Bank will become a wholly-owned subsidiary of Alliance Bancorp-New. Upon consummation of the conversion and offering, the outstanding shares of Alliance Bancorp-New will be owned by the public shareholders, who will exchange their shares for shares of Alliance Bancorp-New, as well as those persons who purchase shares in the offering for the cash purchase price of $10.00 per share. As a result of the conversion and offering, Alliance Mutual Holding Company and Alliance Bancorp will cease to exist.

See “The Conversion and Offering” beginning on page    of this proxy statement/prospectus, for more information about the conversion.

Q.   What will shareholders receive for their existing Alliance Bancorp shares?

A. As more fully described in the section entitled “The Conversion and Offering,” depending on the number of shares sold in the stock offering, each share of common stock that you own upon completion of the conversion and stock offering will be exchanged for between 1,792,183 new shares at the minimum and 2,424,717 new shares at the maximum of the offering range (cash will be paid in lieu of fractional shares). For example, if you own 100 shares of Alliance Bancorp common stock and the exchange ratio is 0.7801, after the conversion you will receive 78 shares of Alliance Bancorp-New common stock and $0.10 in cash, the value of the fractional share, based on the $10.00 per share offering price. Shareholders who hold shares in street-name

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at a brokerage firm will receive these funds in their brokerage account. Shareholders who have stock certificates will receive checks. The number of shares you will get will depend on the number of shares sold in the offering and will be based on an exchange ratio determined as of the closing of the conversion. The actual number of shares you receive will depend upon the number of shares we sell in our offering, which in turn will depend upon the final appraised value of Alliance Bancorp-New. The exchange ratio will adjust based on the number of shares sold in the offering. It will not depend on the market price of the common stock Alliance Bancorp.

Q.   What are the reasons for the conversion and offering?

A. We are pursuing the conversion for the following reasons:

•  The additional funds resulting from the offering will increase our capital (although Alliance Bank is deemed to be “well-capitalized”) and support continued growth, as well as provide increased lending capability.

•  We believe that our current mutual holding company structure has limited our opportunities to acquire other institutions because we cannot now issue stock in an acquisition in an amount that would cause Alliance Mutual Holding Company to own less than a majority of the outstanding shares of Alliance Bancorp. We expect that our conversion will facilitate our ability to acquire other institutions in the future by eliminating this requirement of majority ownership by our mutual holding company. Currently, we have no plans, agreements or understandings regarding any merger or acquisition transactions.

•  The conversion to the fully public form of ownership will remove the uncertainties associated with the mutual holding company structure created by the recently enacted financial reform legislation, which will result in a change of the federal regulator for our holding company. We believe that the conversion and offering will eliminate some of the uncertainties associated with the recent legislation, and better position us to continue to meet all future regulatory requirements, including regulatory capital requirements.

•  The conversion will increase the number of outstanding shares held by public shareholders, so we expect our stock to have greater liquidity.

Q.   Why should I vote?

A. You are not required to vote, but your vote is very important. In order for us to implement the plan of conversion and reorganization, we must receive the affirmative vote of the holders of a majority of the outstanding shares of Alliance Bancorp common stock, other than shares held by Alliance Mutual Holding Company, in addition to the approval of two-thirds of all the outstanding shares. The board of directors of Alliance Bancorp recommends that you vote “FOR” approval of the plan of conversion and reorganization.

Q.   What happens if I don’t vote?

A. Your prompt vote is very important. Not voting will have the same effect as voting “Against” the plan of conversion and reorganization. Without sufficient favorable votes “for” the conversion, we will not proceed with the conversion and offering.

Q.   How do I vote?

A. You should sign your proxy card and return it in the enclosed proxy reply envelope. Please vote promptly. Not voting has the same effect as voting “Against” the plan of conversion and reorganization.

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Q.   If my shares are held in street name, will my broker automatically vote on my behalf?

A. No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, using the directions that your broker provides to you.

Q.   What if I do not give voting instructions to my broker?

A. Your vote is important. If you do not instruct your broker to vote your shares by proxy, each unvoted share will have the same effect as a vote against the plan of conversion and reorganization.

Q.   How will my existing Alliance Bancorp shares be exchanged?

A. The conversion of your shares of common stock Alliance Bancorp into the right to receive shares of common stock of Alliance Bancorp-New will occur automatically on the effective date of the conversion, although you will need to exchange your stock certificate(s) if you hold shares in certificate form. As soon as practicable after the effective date of the conversion and reorganization, our exchange agent will send a transmittal form to you. The transmittal forms are expected to be mailed promptly after the effective date and will contain instructions on how to submit the stock certificate(s) representing existing shares of Alliance Bancorp common stock. No fractional shares of Alliance Bancorp-New common stock will be issued to you when the conversion is completed. For each fractional share that would otherwise be issued to a shareholder who holds a certificate, you will be paid by check an amount equal to the product obtained by multiplying the fractional share interest to which you would otherwise be entitled by $10.00. If your shares are held in street name, you will automatically receive cash in lieu of fractional shares.

Q.   Should I submit my stock certificates now?

A. No. If you hold your certificate(s), instructions for exchanging the shares will be sent to you after completion of the conversion and offering. If your shares are held in “street name,” rather than in certificate form, the share exchange will occur automatically upon completion of the conversion and offering.

Further Questions?

For answers to other questions, please read this proxy statement/prospectus. Questions about the stock offering or voting may be directed to the Stock Information Center by calling (          )          -     , Monday to Friday, from 9:00 a.m. to 4:00 p.m., Eastern time. The Stock Information Center will be closed weekends and bank holidays.

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SUMMARY

The following summary highlights the material information from this proxy statement/prospectus and may not contain all the information that is important to you. You should read this entire document carefully, including the sections entitled “Risk Factors” and “The Conversion and Offering” and the consolidated financial statements and the notes to the consolidated financial statements.

What This Document Is About

The boards of directors of Alliance Bancorp, Alliance Mutual Holding Company, Alliance Bank and Alliance Bancorp-New have adopted a plan of conversion and reorganization pursuant to which Alliance Bank will reorganize from a mutual holding company structure to a stock form holding company structure. As part of the conversion, Alliance Bank formed Alliance Bancorp-New. Public shareholders of Alliance Bancorp will receive shares in Alliance Bancorp-New in exchange for their shares of Alliance Bancorp common stock based on an exchange ratio. This conversion to a stock holding company structure also includes the offering by Alliance Bancorp-New of shares of its common stock to eligible depositors of Alliance Bank in a subscription offering and, if necessary, to the public in a community offering and syndicated community offering. Following the conversion and offering, Alliance Mutual Holding Company and Alliance Bancorp will no longer exist and Alliance Bancorp-New will be the parent company of Alliance Bank.

The conversion and offering cannot be completed unless the shareholders of Alliance Bancorp approve the plan of conversion and reorganization. Alliance Bancorp’s shareholders will vote on the plan of conversion and reorganization at the special meeting of shareholders of Alliance Bancorp. This document is the proxy statement used by Alliance Bancorp’s board of directors to solicit proxies for the special meeting. It is also the prospectus of Alliance Bancorp-New regarding the shares of common stock of Alliance Bancorp-New to be issued to Alliance Bancorp’s shareholders in the share exchange. This document does not serve as the prospectus relating to the offering by Alliance Bancorp-New of its shares of common stock in the subscription offering and any community offering or syndicated community offering, both of which will be made pursuant to a separate prospectus.

In addition, informational proposals relating to the articles of incorporation of Alliance Bancorp-New are also described in this proxy statement/prospectus, but, due to Office of Thrift Supervision regulations, are not required to be approved if shareholders approve the plan of conversion and reorganization. While we are asking shareholders of Alliance Bancorp to vote with respect to each of the informational proposals, we are not required to receive the separate approval of shareholders of the proposed provisions for which an informational vote is requested. The proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

The Alliance Bancorp Special Meeting

Date, Time and Place.  Alliance Bancorp will hold its special meeting of shareholders to consider and vote on the plan of conversion and reorganization at          , located at          ,          , Pennsylvania on          , 2010 at          :00 p.m., Eastern time.

Record Date.  The record date for shareholders entitled to vote at the special meeting of shareholders is                    , 2010. 6,676,476 shares of Alliance Bancorp common stock were outstanding on the record date and entitled to vote at the special meeting.

The Proposals.  Shareholders will be voting on the following proposals at the special meeting:

1. Approval of the plan of conversion and reorganization;

2. The following informational proposals:

•  2A — Approval of a provision in the articles of incorporation of Alliance Bancorp-New providing for the authorized capital stock of 50,000,000 shares of common stock and 10,000,000 shares of

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serial preferred stock compared to 15,000,000 shares of common stock and 5,000,000 shares of preferred stock in the charter of Alliance Bancorp;

•  2B — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval for mergers, consolidations and similar transactions, unless they have been approved in advance by at least two-thirds of the board of directors of Alliance Bancorp-New;

•  2C — Approval of a provision in the articles of incorporation of Alliance Bancorp-New requiring a super-majority shareholder approval of amendments to certain provisions in the articles of incorporation and bylaws of Alliance Bancorp-New; and

•  2D — Approval of a provision in the articles of incorporation of Alliance Bancorp-New to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting securities of Alliance Bancorp-New;

3. The adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the special meeting to approve the plan of conversion and reorganization; and

4. Any other matters that may properly come before the special meeting or any adjournment or postponement thereof (management is not aware of any such matters).

The Informational Proposals.  The provisions of the articles of incorporation of Alliance Bancorp-New which are summarized as informational proposals 2A through 2D were approved as part of the process in which the board of directors of Alliance Bancorp approved the plan of conversion and reorganization. These proposals are informational in nature only because the Office of Thrift Supervision regulations governing mutual to stock conversion do not provide for votes on matters other than the plan of conversion and reorganization. The proposed provisions described in the informational proposals will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

Vote Required

Proposal 1: Approval of the Plan of Conversion and Reorganization.  We must obtain the affirmative vote of (i) the holders of a majority of the outstanding shares of common stock of Alliance Bancorp, other than Alliance Mutual Holding Company, and (ii) the holders of two-thirds of the votes eligible to be cast by shareholders of Alliance Bancorp, including Alliance Mutual Holding Company.

Informational Proposals 2A through 2D Related to the Articles of Incorporation of Alliance Bancorp-New.  While we are asking you to vote with respect to each of the informational proposals, the proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

Proposal 3: Adjournment of the special meeting, if necessary, to solicit additional proxies.  We must obtain the affirmative vote of a majority of the total votes present at the special meeting in person and by proxy to approval the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

Other Matters.  We must obtain the affirmative vote of a majority of the total votes present at the special meeting in person or by proxy to approve other proposals.

As of the voting record date, the directors and executive officers of Alliance Bancorp owned           shares, or approximately     % of the outstanding shares of Alliance Bancorp common stock and Alliance Mutual Holding Company owned 3,973,750 shares, or approximately 59.5% of the outstanding shares of Alliance Bancorp common stock. Alliance Mutual Holding Company is expected to vote all of its shares “FOR” the plan of conversion and reorganization, “FOR” each of the informational proposals and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proposals.

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The board of directors of Alliance Bancorp unanimously recommends that you vote “FOR” approval of the plan of conversion and reorganization and “FOR” the other proposals described above.

The Companies

Alliance Bancorp-New

Alliance Bancorp-New is a newly formed Pennsylvania corporation. Alliance Bancorp-New is conducting this offering in connection with the conversion of Alliance Mutual Holding Company from the mutual to the stock form of organization. The shares of common stock of Alliance Bancorp-New to be sold represent the 59.5% ownership interest in Alliance Bancorp currently owned by Alliance Mutual Holding Company. The remaining 40.5% ownership interest in Alliance Bancorp is currently owned by other shareholders (who are sometimes referred to as the “public shareholders”) and will be exchanged for shares of common stock of Alliance Bancorp-New based on an exchange ratio of 0.6631 to 0.8971. The exchange ratio may be increased to as much as 1.0317 in the event the maximum of the offering range is increased by 15%. The actual exchange ratio will be determined at the closing of the offering and will depend on the number of shares of common stock sold in the stock offering. The executive offices of Alliance Bancorp-New are located at 541 Lawrence Road, Broomall, Pennsylvania 19008, and its telephone number is (610) 353-2900.

Alliance Bank

Alliance Bank is a Pennsylvania-chartered stock savings bank operating out of its executive offices in Broomall, Pennsylvania and nine other full service offices in Delaware and Chester Counties, Pennsylvania. While the bank’s legal name is Greater Delaware Valley Savings Bank, we conduct business, and are known, as “Alliance Bank.” The bank is primarily engaged in single-family residential lending and commercial real estate lending funded by deposits and borrowings. The bank’s loan portfolio primarily consists of single family residential real estate loans and commercial real estate loans. At June 30, 2010, single-family residential real estate loans amounted to $110.4 million or 38.4% of total loans and commercial real estate loans amounted to $136.9 million or 47.6% of total loans. Alliance Bank’s main office is located at 541 Lawrence Road, Broomall, Pennsylvania 19008 and its telephone number is (610) 353-2900.

Alliance Mutual Holding Company

Alliance Mutual Holding Company is a federally chartered mutual holding company which currently is the parent of Alliance Bancorp. The principal business purpose of Alliance Mutual Holding Company is owning more than a majority of the outstanding shares of common stock of Alliance Bancorp. Alliance Mutual Holding Company currently owns 59.5% of the outstanding shares of Alliance Bancorp. Alliance Mutual Holding Company will no longer exist upon completion of the conversion and offering.

Alliance Bancorp

Alliance Bancorp is a federally chartered corporation and currently is the mid-tier stock holding company for Alliance Bank. At June 30, 2010, 59.5% of the issued and outstanding shares of Alliance Bancorp were owned by Alliance Mutual Holding Company, and the remaining 40.5% of Alliance Bancorp’s issued and outstanding shares were owned by the public shareholders. The common stock of Alliance Bancorp is registered under the Securities Exchange Act of 1934, as amended, and is publicly traded on the Nasdaq Global Market. At the conclusion of the offering and the conversion of Alliance Mutual Holding Company, Alliance Bancorp will no longer exist. The existing public shareholders of Alliance Bancorp will have their shares converted into 0.6631 to 0.8971 shares of Alliance Bancorp-New common stock. The shares of common stock being offered by Alliance Bancorp-New represent Alliance Mutual Holding Company’s current ownership interest in Alliance Bancorp. As of June 30, 2010, Alliance Bancorp had $448.4 million in total assets, $381.2 million in total deposits and $48.6 million in stockholders’ equity. The executive offices of Alliance Bancorp are located at 541 Lawrence Road, Broomall, Pennsylvania 19008, its telephone number is (610) 353-2900, and its website is www.allianceanytime.com. Information on our website should not be treated as a part of this proxy statement/prospectus.

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Our Current and Proposed Organizational Structure

We have been organized in the mutual holding company form since 1995. In January 2007, we completed our reorganization into the current two-tier mutual holding company structure. In our 2007 reorganization, existing shareholders of Alliance Bank, including Alliance Mutual Holding Company, exchanged their shares of common stock in Alliance Bank for shares of Alliance Bancorp pursuant to an exchange ratio of 2.09945 shares of Alliance Bancorp common stock for each outstanding share of Alliance Bank common stock. As a result, Alliance Bancorp became the “mid-tier” holding company for Alliance Bank. Prior to such reorganization in 2007, Alliance Bank had been a direct subsidiary of the mutual holding company. In addition, as part of the 2007 reorganization, Alliance Bancorp sold $16.5 million of its common stock, at a purchase price of $10.00 per share, in a public offering. As a result of the 2007 reorganization and offering, the ownership interest of Alliance Mutual Holding Company was reduced from 80.02% to 55.0%. As of June 30, 2010, Alliance Mutual Holding Company owned 59.5% of the issued and outstanding shares of common stock of Alliance Bancorp.

The following chart shows our current ownership structure which is commonly referred to as the “two-tier” mutual holding company structure:

Pursuant to the terms of our plan of conversion and reorganization, we are now converting from the partially public mutual holding company structure to the fully public stock holding company form of organization, in what is known as a “second-step” transaction. As part of the conversion, Alliance Bancorp-New is offering for sale the majority ownership interest in Alliance Bancorp that is currently owned by Alliance Mutual Holding Company. Upon completion of the conversion and offering, Alliance Mutual Holding Company and Alliance Bancorp will cease to exist, we will be fully owned by public shareholders and there will be no continuing interest by a mutual holding company. Upon completion of the conversion, public shareholders of Alliance Bancorp will receive shares of common stock of Alliance Bancorp-New in exchange for their shares of Alliance Bancorp.

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Following our conversion and this offering, we will be organized as a fully public holding company and our ownership structure will be as follows:

These transactions are commonly referred to as a “second-step” conversion.

Terms of the Conversion and Offering

The boards of directors of Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank unanimously adopted the plan of conversion and reorganization on August 11, 2010. The plan of conversion and reorganization has been approved by the Office of Thrift Supervision, subject to, among other things, approval of the plan of conversion and reorganization by the depositors of Alliance Bank and the shareholders of Alliance Bancorp. The special meeting of shareholders has been called for this purpose on          , 2010. In order for the conversion to be completed, we also must receive the approval of our application filed with the Pennsylvania Department of Banking.

The conversion to a stock holding company structure also includes the offering by Alliance Bancorp-New of its outstanding shares to qualifying depositors of Alliance Bank in a subscription offering and to certain other persons in a community offering and/or syndicated community offering. The plan of conversion and reorganization has been included as an exhibit to the registration statement filed with the Securities and Exchange Commission See “Where You Can Find Additional Information” in this proxy statement/prospectus.

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The Exchange of Alliance Bancorp Common Stock

If you are a shareholder of Alliance Bancorp, the existing publicly traded mid-tier holding company, your shares will be cancelled and exchanged for new shares of Alliance Bancorp-New common stock. The number of shares you will receive will be based on an exchange ratio determined as of the closing of the conversion. The actual number of shares you receive will depend upon the number of shares we sell in our offering, which in turn will depend upon the final appraised value of Alliance Bancorp-New. The following table shows how the exchange ratio will adjust, based on the number of shares sold in our offering. The table also shows how many shares a hypothetical owner of Alliance Bancorp common stock would receive in the exchange, based on the number of shares sold in the offering.

															100 Shares of
						Shares of Alliance					Total Shares of				Alliance Bancorp
						Bancorp-New					Alliance				Common Stock Would
						Stock to be					Bancorp New				be Exchanged for
						Exchanged					Common				the Following		Equivalent
	Shares to be Sold					for Current					Stock to be				Number of Shares		Per
	in the Offering					Common Stock					Outstanding After		Exchange		of Alliance		Share
	Amount		Percent			Amount		Percent			the Conversion		Ratio		Bancorp-New(1)		Value(2)
Minimum		2,635,000		59.5	%		1,792,183		40.5	%		4,427,183		0.6631		66	$	6.63
Midpoint		3,100,000		59.5			2,108,449		40.5			5,208,449		0.7801		78		7.80
Maximum		3,565,000		59.5			2,424,717		40.5			5,989,717		0.8971		89		8.97
15% above the maximum		4,099,750		59.5			2,788,424		40.5			6,888,174		1.0317		103		10.32

(1)	Cash will be paid instead of issuing any fractional shares.
(2)	Represents the value of shares of Alliance Bancorp-New common stock to be received by a holder of one share of Alliance Bancorp common stock at the exchange ratio, assuming a value of $10.00 per share.

If you own shares of Alliance Bancorp which are held in “street name,” they will be exchanged without any action on your part. If you are the record owner of shares of Alliance Bancorp and hold certificates you will receive, after the conversion and offering is completed, a transmittal form with instructions to surrender your stock certificates. New certificates for common stock of Alliance Bancorp-New will be mailed within five business days after the exchange agent receives properly executed transmittal forms and certificates.

No fractional shares of our common stock will be issued to any public shareholder of Alliance Bancorp upon consummation of the conversion. For each fractional share that would otherwise be issued, we will pay an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share subscription price.

Dissenters’ Rights

Under federal law and regulations, current public shareholders of Alliance Bancorp do not have dissenters’ rights or appraisal rights.

Reasons for the Conversion

We are pursuing the conversion for the following reasons:

•  The additional funds resulting from the offering will increase our capital (although Alliance Bank is deemed to be “well-capitalized”) and support continued growth as well as provide increased lending capability.

•  We believe that our current mutual holding company structure has limited our opportunities to acquire other institutions because we cannot now issue stock in an acquisition in an amount that would cause Alliance Mutual Holding Company to own less than a majority of the outstanding shares of Alliance Bancorp. We expect that our conversion will facilitate our ability to acquire other institutions in the future by eliminating this requirement of majority ownership by our mutual holding company. Currently, we have no plans, agreements or understandings regarding any merger or acquisition transactions.

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•  The conversion to the fully public form of ownership will remove the uncertainties associated with the mutual holding company structure created by the recently enacted financial reform legislation.

•  The conversion will increase the number of outstanding shares held by public shareholders and we expect our stock to have greater liquidity.

Conditions to Completion of the Conversion

We cannot complete our conversion and related offering unless:

•  The plan of conversion and reorganization is approved by at least a majority of votes eligible to be cast by depositors of Alliance Bank;

•  The plan of conversion and reorganization is approved by at least:

•  two-thirds of the outstanding shares of Alliance Bancorp common stock; and

•  a majority of outstanding shares of Alliance Bancorp common stock held by public shareholders;

•  We sell at least the minimum number of shares offered in the offering; and

•  We receive the final approval of the Office of Thrift Supervision and the Pennsylvania Department of Banking to complete the conversion and offering and related transactions.

Alliance Mutual Holding Company intends to vote its 59.5% ownership interest in favor of the conversion. In addition, as of          , 2010, directors and executive officers of Alliance Bancorp and their associates beneficially owned           shares of common stock of Alliance Bancorp or     % of the outstanding shares. They intend to vote those shares in favor of the plan of conversion and reorganization.

How We Determined the Price Per Share, the Offering Range and the Exchange Ratio

The offering range and the exchange ratio are based on an independent appraisal by RP Financial, LC, an appraisal firm experienced in appraisals of savings institutions. The pro forma market value is the estimated market value of our common stock assuming the sale of shares in this offering. RP Financial has indicated that in its opinion as of August 20, 2010, the estimated pro forma market value of the common stock of Alliance Bancorp-New was $52.1 million at the midpoint. In the offering, Alliance Bancorp-New is selling the number of shares representing the 59.5% of shares currently owned by Alliance Mutual Holding Company, which results in an offering range between $26.4 million and $35.7 million, with a midpoint of $31.0 million. The appraisal was based in part upon Alliance Bancorp’s financial condition and operations and the effect of the additional capital Alliance Bancorp-New will raise from the sale of common stock in the offering.

Subject to regulatory approval, Alliance Bancorp-New may increase the amount of common stock offered by up to 15%. Accordingly, at the minimum of the offering range, Alliance Bancorp-New is offering 2,635,000 shares, and at the maximum, as adjusted, of the offering range Alliance Bancorp-New is offering 4,099,750 shares in the offering. The appraisal will be updated before the conversion is completed. If the pro forma market value of the common stock at that time is either below $44.3 million or above $68.9 million, Alliance Bancorp-New will notify subscribers, return their funds, with interest, or cancel their deposit withdrawal authorizations, and subscribers will have the opportunity to place a new order. See “The Conversion and Offering — How We Determined the Price Per Share, the Offering Range and the Exchange Ratio” for a description of the factors and assumptions used in determining the stock price and offering range.

The appraisal was based in part upon Alliance Bancorp’s financial condition and results of operations, the effect of the additional capital Alliance-Bancorp-New will raise from the sale of common stock in the offering, and an analysis of a peer group of ten publicly traded savings and loan holding companies that RP Financial considered comparable to us. The appraisal peer group consists of the companies listed below. Total assets are as of June 30, 2010.

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Company Name and Ticker Symbol	Exchange	Headquarters	Total Assets
			(In millions)
New Hampshire Thrift Bancshares, Inc. (NHTB)	Nasdaq	Newport, New Hampshire		$939
Harleysville Savings Financial Corporation (HARL)	Nasdaq	Harleysville, Pennsylvania		844
TF Financial Corporation (THRD)	Nasdaq	Newtown, Pennsylvania		721
BCSB Bancorp, Inc. (BCSD)	Nasdaq	Baltimore, Maryland		601
Central Bancorp, Inc. (CEBK)	Nasdaq	Somerville, Massachusetts		542
Elmira Savings Bank (ESBK)	Nasdaq	Elmira, New York		499
Newport Bancorp, Inc. (NFSB)	Nasdaq	Newport, Rhode Island		450
WVS Financial Corp. (WVFC)	Nasdaq	Pittsburgh, Pennsylvania		376
Rome Bancorp, Inc. (ROME)	Nasdaq	Rome, New York		330
Mayflower Bancorp, Inc. (MFLR)	Nasdaq	Middleboro, Massachusetts		256

In preparing its appraisal, RP Financial considered the information in this proxy statement/prospectus, including our financial statements. RP Financial also considered the following factors, among others:

•  our historical, present and projected operating results including, but not limited to, historical income statement information such as return on assets, return on equity, net interest margin trends, operating expense ratios, levels and sources of non-interest income, and levels of loan loss provisions;

•  our historical, present and projected financial condition including, but not limited to, historical balance sheet size, composition and growth trends, loan portfolio composition and trends, liability composition and trends, credit risk measures and trends, and interest rate risk measures and trends;

•  the economic, demographic and competitive characteristics of Alliance Bancorp’s primary market area including, but not limited to, employment by industry type, unemployment trends, size and growth of the population, trends in household and per capita income, deposit market share and largest competitors by deposit market share;

•  a comparative evaluation of the operating and financial statistics of Alliance Bancorp with those of other similarly situated, publicly traded companies, which included a comparative analysis of balance sheet composition, income statement ratios, credit risk, interest rate risk and loan portfolio composition;

•  the impact of the offering on Alliance Bancorp’s consolidated stockholders’ equity and earning potential including, but not limited to, the increase in consolidated equity resulting from the offering, the estimated increase in earnings resulting from the reinvestment of the net proceeds of the offering, the estimated impact on the consolidated equity and earnings resulting from adoption of the employee benefit plans and the effect of higher consolidated equity on Alliance Bancorp’s future operations;

•  the impact of consolidation of Alliance Mutual Holding Company with and into Alliance Bancorp including the impact of consolidation of Alliance Mutual Holding Company’s assets and liabilities, the addition of certain expenses currently borne by Alliance Mutual Holding Company and the elimination of certain intercompany income and expenses; and

•  the trading market for securities of comparable institutions and general conditions in the market for such securities.

Two of the measures investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price to the issuer’s annual net income. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total stockholders’ equity, and represents the difference between the issuer’s assets and liabilities. Tangible book value is equal to total stockholders’ equity less intangible assets. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded companies that RP Financial considered to be comparable to us.

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The following table presents a summary of selected pricing ratios for the peer group companies and for us on a reported basis as utilized by RP Financial in its appraisal. These ratios are based on earnings for the 12 months ended June 30, 2010 and book value as of June 30, 2010 for us and the peer group (other than one member of the peer group for which data was through March 31, 2010).

	Price to Earnings			Price to Book Value			Price to Tangible
	Multiple			Ratio			Book Value Ratio
Alliance Bancorp-New (pro forma)
Minimum		53.53	x		57.80	%		57.80	%
MidPoint		64.94	x		64.72			64.72
Maximum		76.55	x		70.97			70.97
Maximum, as adjusted		89.00	x		77.40			77.40
Peer group companies as of August 20, 2010
Average		16.11	x		81.26			90.93
Median		14.55	x		81.87			86.75

Compared to the average pricing ratios of the peer group at the maximum of the offering range, the stock of Alliance-Bancorp-New would be priced at a premium of 375.2% to the peer group on a price-to-earnings basis and a discount of 12.7% to the peer group on a price-to book value basis and 22.0% on a price to tangible book value basis. This means that, at the maximum of the offering range, a share of common stock of Alliance Bancorp-New would be more expensive than the peer group based on an earnings per share basis and less expensive than the peer group based on a book value and tangible book value basis. See “Pro Forma Data” for the assumptions used to derive these pricing ratios.

Compared to the average pricing ratios of the peer group, at the minimum of the offering range the common stock of Alliance Bancorp-New would be priced at a premium of 193.7% to the peer group on a price-to-earnings basis, discount of 28.9% to the peer group on a price-to-book basis, and a discount of 36.4% to the peer group on a price-to-tangible book basis. This means that, at the minimum of the offering range, a share of Alliance Bancorp-New common stock would be more expensive than the peer group on an earnings basis and less expensive than the peer group on a book value and tangible book value basis.

Our board of directors reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the offering range was reasonable and appropriate. Our board of directors also established the formula for determining the exchange ratio. Based upon such formula and the offering range, the exchange ratio ranged from a minimum of 0.6631 to a maximum of 0.8971 shares of Alliance Bancorp-New common stock for each current share of Alliance Bancorp common stock, with a midpoint of 0.7801.

Because of differences and important factors such as operating characteristics, location, financial performance, asset size, capital structure, and business prospects between us and other fully converted institutions, you should not rely on these comparative valuation ratios as an indication as to whether or not the stock is an appropriate investment for you. The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing the common stock. Because the independent valuation is based on estimates and projections on a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing the common stock will be able to sell their shares at a price equal to or greater than the purchase price. See “Risk Factors — Our Stock Price May Decline When Trading Commences” at page 20 and “Pro Forma Data” at page 31 and “The Conversion and Offering — How We Determined the Price Per Share, The Offering Range and the Exchange Ratio” at page 33.

After-Market Performance Information

The following table presents for all “second-step” conversions that began trading from December 19, 2009 to August 20, 2010, the percentage change in the trading price from the initial trading date of the offering to the dates shown in the table. The table also presents the average and median trading prices and

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percentage change in trading prices for the same dates. This information relates to stock performance experienced by other companies that may have no similarities to us with regard to market capitalization, offering size, earnings quality and growth potential, among other factors.

The table is not intended to indicate how our common stock may perform. Data represented in the table reflects a small number of transactions and is not necessarily indicative of general stock market performance trends or of price performance trends of companies that undergo “second-step” conversions. Furthermore, this table presents only short-term price performance and may not be indicative of the longer-term stock price performance of these companies. There can be no assurance that the price of Alliance Bancorp-New common stock will appreciate or that it will not trade below $10.00 per share. The movement of any particular company’s stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the company’s historical and anticipated operating results, the nature and quality of the company’s assets, the company’s market area and the quality of management and management’s ability to deploy proceeds (such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover transactions and the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before deciding on how to vote, please carefully read this entire proxy statement/prospectus, including “Risk Factors.”

After Market Trading Activity
Completed Second-Step Offerings
Closing Dates between December 19, 2009 and August 20, 2010

					Price Performance from Initial Trading Date
														Through
					1									August 20,
Company Name and Ticker Symbol	Closing Date		Exchange		Day			1 Week			1 Month			2010
Jacksonville Bancorp, Inc. (JXSB)		7/15/10		Nasdaq		6.5	%		5.8	%		3.0	%		1.2	%
Colonial Fin. Services, Inc. (COBK)		7/13/10		Nasdaq		0.5			(3.5	)		(3.5	)		(2.0	)
Viewpoint Fin. Group (VPFG)		7/7/10		Nasdaq		(5.0	)		(4.5	)		(3.0	)		(6.9	)
Oneida Financial Corp. (ONFC)		7/7/10		Nasdaq		(6.3	)		(6.3	)		(1.3	)		(4.0	)
Fox Chase Bancorp, Inc. (FXCB)		6/29/10		Nasdaq		(4.1	)		(4.0	)		(3.2	)		(6.5	)
Oritani Financial Corp. (ORIT)		6/24/10		Nasdaq		3.1			(1.4	)		(0.9	)		(5.7	)
Eagle Bancorp Montana, Inc. (EBMT)		4/5/10		Nasdaq		5.5			6.5			4.1			(6.8	)
Ocean Shore Holding Co. (OSHC)		12/21/09		Nasdaq		7.5			12.3			13.1			29.8
Northwest Bancshares, Inc. (NWBI)		12/18/09		Nasdaq		13.5			13.0			14.0			9.6
Average						2.4	%		2.0	%		2.5	%		1.0	%
Median						3.1			(1.4	)		(0.9	)		(4.0	)

THERE CAN BE NO ASSURANCE THAT THE PRICE OF ALLIANCE BANCORP-NEW COMMON STOCK WILL TRADE SIMILARLY TO THESE COMPANIES. THERE CAN ALSO BE NO ASSURANCE THAT THE PRICE OF ALLIANCE BANCORP-NEW COMMON STOCK WILL NOT TRADE BELOW $10.00 PER SHARE, PARTICULARLY AS THE PROCEEDS RAISED AS A PERCENTAGE OF PRO FORMA STOCKHOLDERS’ EQUITY MAY HAVE A NEGATIVE EFFECT ON THE PRICE PERFORMANCE OF ALLIANCE BANCORP-NEW COMMON STOCK.

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Use of Proceeds from the Sale of Common Stock

We will use the proceeds from the offering as follows:

					Percentage of Net
	Amount,		Amount,		Offering Proceeds
Use of Proceeds	at the Minimum		at the Maximum		at the Maximum
	(Dollars in Thousands)
Loan to our employee stock ownership plan	$	1,221	$	1,652		5.0	%
Repurchase of shares for recognition and retention plan		1,771		2,396		7.3
Investment in Alliance Bank		12,036		16,502		50.0
General corporate purposes — dividend payments, possible acquisitions and stock repurchases		9,044		12,454		37.7
Total	$	24,072	$	33,044		100.0	%

We may use the portion of the proceeds that we retain to, among other things, invest in securities, pay dividends to shareholders, repurchase shares of common stock (subject to regulatory restrictions), finance the possible acquisition of financial institutions or other businesses that are related to banking (although we have no current plans, agreements or understandings with respect to any possible acquisitions) or for general corporate purposes.

The proceeds to be contributed to Alliance Bank will be available for general corporate purposes, including to support the future expansion of operations through acquisitions of other financial institutions, the establishment of additional branch offices or other customer facilities, expansion into other lending markets or diversification into other banking related businesses, although no such transactions are specifically being considered at this time. The proceeds to be contributed to Alliance Bank also will support its lending activities.

Benefits to Management from the Offering

Our employees, officers and directors will benefit from the offering due to various stock-based benefit plans.

•  Full-time employees, including officers, are participants in our existing employee stock ownership plan which will purchase additional shares of common stock in the offering;

•  Subsequent to completion of the offering, we intend to implement:

•  a stock recognition and retention plan; and

•  a new stock option plan;

which will benefit our employees and directors.

•  Employee Stock Ownership Plan.  The employee stock ownership plan provides retirement benefits to all eligible employees of Alliance Bank. The plan will purchase a number of shares of Alliance Bancorp-New common stock equal to 4.63% of the shares sold in the offering. When combined with the shares previously acquired by the employee stock ownership plan, the employee stock ownership plan will have acquired an aggregate of 7.0% of the shares of Alliance Bancorp-New to be outstanding after the conversion and offering. Alliance Bancorp-New will make a loan to the employee stock ownership plan to finance its purchase of shares in the offering (in our discretion, subject to OTS approval, the ESOP may purchase such shares in the open market after completion of the conversion and offering). 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 plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership

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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.

•  New Stock Option and Stock Recognition and Retention Plans.  We intend to implement a new stock option plan and a stock recognition and retention plan no earlier than six months after the conversion. Under these plans, 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 both plans. See “Pro Forma Data” for an illustration of the effects of these plans. Under the new stock option plan, we may grant stock options in an amount up to 10.0% of the common stock of Alliance Bancorp-New to be sold in the offering. Under the stock recognition and retention plan, we may award restricted stock in an amount equal to 4.0% of the to-be outstanding shares of Alliance Bancorp-New, or 6.72% of the shares sold in the offering. The plans will comply with all applicable Office of Thrift Supervision regulations.

The following table presents the total value of all shares expected to be available for restricted stock awards under the new stock recognition and retention 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 the common stock of Alliance Bancorp-New, which depends on numerous factors.

	Value of
							275,527 Shares
	177,087 Shares		208,338 Shares		239,589 Shares		Awarded at 15%
	Awarded at Minimum		Awarded at Midpoint		Awarded at Maximum		Above Maximum of
Share Price	of Range		of Range		of Range		Range
	(Dollars in thousands)
$8.00	$	1,417	$	1,667	$	1,917	$	2,204
10.00		1,771		2,083		2,396		2,755
12.00		2,125		2,500		2,875		3,306
14.00		2,479		2,917		3,354		3,857

The following table presents the total value of all stock options expected to be made available for grant under the new stock option 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
									409,975
			263,500 Options		310,000 Options		356,500 Options		Options Granted at
Per Share Exercise	Per Share		Granted at Minimum		Granted at Midpoint		Granted at Maximum		15% Above Maximum
Price	Option Value		of Range		of Range		of Range		of Range
			(Dollars in thousands, except per share amounts)
$8.00	$	2.50	$	659	$	775	$	891	$	1,025
10.00		3.13		825		970		1,116		1,283
12.00		3.76		991		1,166		1,340		1,542
14.00		4.38		1,154		1,358		1,561		1,796

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The following table summarizes, at the minimum and 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, the dilution resulting from these stock-based benefit plans and the total value of all restricted stock awards and stock options that are expected to be available under the anticipated new stock recognition and retention plan and stock option plan, respectively.

	Number of Shares to be Granted or Purchased										Dilution
								As a% of			Resulting
								Common			from Issuance
					As a% of			Stock to be			of Shares for
	At Minimum		At Maximum		Shares			Outstanding			Stock-Based			Total Estimated Value of Grants
	of Offering		of Offering		sold in the			After the			Benefit			At Minimum of		At Maximum of
	Range		Range		Offering			Offering			Plans(3)			Offering Range		Offering Range
	(Dollars in Thousands)
Employee stock ownership plan(1)		122,100		165,204		4.63	%		2.76	%		—	%	$	1,221	$	1,652
Recognition and retention plan awards(1)		177,087		239,589		6.72			4.00			3.85			1,771		2,396
Stock options(2)		263,500		356,500		10.00			5.95			5.62			825		1,116
Total		562,687		761,293		21.35	%		12.71	%		9.05	%	$	3,817	$	5,164

(1)	Assumes the value of the common stock of Alliance Bancorp-New 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 $3.13, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”
(3)	Represents the dilution of stock ownership interest assuming that we use newly issued shares for the proposed recognition and retention plan and new stock option plan, and that shares are sold in the offering at the midpoint of the offering range. No dilution is reflected for the employee stock ownership plan as shares for it are assumed to be purchased in the offering.

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The following table presents information regarding our existing employee stock ownership plan, and our proposed new stock option plan and recognition and retention plan. The table below assumes that 5,989,717 shares are outstanding after the offering, which includes the sale of 3,565,000 shares in the offering at the maximum of the offering range and the issuance of 2,424,717 shares in exchange for shares of Alliance Bancorp common stock using an exchange ratio of 0.8971. It is also assumed that the value of the stock is $10.00 per share and that the exchange of existing shares is in accordance with the exchange ratio at the maximum of the offering range.

							Percentage
							of Shares
							Outstanding
							After the
Existing and New Stock Benefit Plans	Participants	Shares(1)		Estimated Value			Conversion
Employee Stock Ownership Plan:	All Employees
Shares previously purchased(2)			254,076	$	2,540,760			4.24	%
Shares to be purchased in this offering			165,204		1,652,040			2.76
Total employee stock ownership plan			419,280	$	4,192,800			7.00
Proposed New Recognition and Retention Plan(3)	Directors and Officers		239,589	$	2,395,890			4.00
Stock Option Plans:
1996 Stock Option Plan(4)	Directors and Officers		128,543	$	—	(4)		—	(4)
Proposed New Stock Option Plan(5)	Directors and Officers		356,500		1,115,845			5.95
Total stock option plans			485,043		1,115,845			8.10
Total stock benefits plans			1,143,912	$	7,704,535			16.95	%

(1)	Shares previously purchased by the employee stock ownership plan prior to the conversion have been adjusted for the 0.8971 exchange ratio at the maximum of the offering range.
(2)	Approximately 203,373 (226,700 shares prior to adjustment for the exchange ratio) of these shares have been allocated to the accounts of participants.
(3)	The actual value of new recognition and retention plan awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share.
(4)	All options previously granted under the 1996 stock option plan have been exercised or have been cancelled. No options remain outstanding under the 1996 stock option plan, and no additional options may be granted thereunder as the plan has terminated by its terms.
(5)	The fair value of stock options to be granted under the new stock option plan has been estimated at $3.13 per option using the Black-Scholes option-pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0.96%; expected life, 10 years; expected volatility, 23.23%; and risk-free interest of 2.53%.

Market For Common Stock

Alliance Bancorp’s common stock is currently listed on the Nasdaq Global Market under the symbol “ALLB.” We have applied to have the common stock of Alliance Bancorp-New listed for trading on the Nasdaq Global Market. For the first 20 trading days after the conversion and offering is completed, we expect Alliance Bancorp-New’s common stock to trade under the symbol “ALLBD”, thereafter it will trade under “ALLB.”

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Our Dividend Policy

We have paid quarterly cash dividends since 1995. During the quarter ended June 30, 2010, the cash dividend was $0.03 per share or $0.12 per share on an annual basis (which is equivalent to a dividend yield of 1.2% based upon the $10.00 per share purchase price in the offering). We intend to continue to pay cash dividends on a quarterly basis after we complete the conversion and the offering. We currently expect that the level of cash dividends per share after the conversion and offering will be substantially consistent with the current amount of dividends per share paid by Alliance Bancorp. However, the dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurance can be given that Alliance Bancorp-New will continue to pay dividends or that they will not be reduced in the future. Additionally, we cannot guarantee that the amount of dividends that Alliance Bancorp-New will pay after the conversion will be equal to the per share dividend amount that shareholders of Alliance Bancorp currently receive.

Federal and State Income Tax Consequences

As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. Shareholders of Alliance Bancorp who receive cash in lieu of fractional share interests in shares of Alliance Bancorp-New will recognize gain or loss equal to the difference between the cash received and the tax basis of the fractional share. Elias, Matz, Tiernan & Herrick L.L.P. and ParenteBeard LLC, have issued opinions to this effect, see “The Conversion and Reorganization — Tax Aspects.”

Restrictions on the Acquisition of Alliance Bancorp-New and Alliance Bank

Federal regulation, as well as provisions contained in the articles of incorporation and bylaws of Alliance Bancorp-New, contain certain restrictions on acquisitions of Alliance Bancorp-New or its capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the stock of Alliance Bancorp-New. Additionally, Office of Thrift Supervision approval would be required for us to be acquired within three years after the conversion.

In addition, the articles of incorporation and bylaws of Alliance Bancorp-New contain provisions that may discourage takeover attempts and prevent you from receiving a premium over the market price of your shares as part of a takeover. These provisions include:

•  prohibitions on the acquisition of more than 10% of our stock;

•  limitations on voting rights of shares held in excess of 10% thereafter;

•  staggered election of only approximately one-third of our board of directors each year;

•  limitations on the ability of shareholders to call special meetings;

•  advance notice requirements for shareholder nominations and new business;

•  removals of directors only for cause and by a majority vote of all shareholders;

•  requirement of a 75% vote of shareholders for certain amendments to the bylaws and certain provisions of the articles of incorporation;

•  the right of the board of directors to issue shares of preferred or common stock without shareholder approval; and

•  a 75% vote of shareholders’ requirement for the approval of certain business combinations not approved by two-thirds of the board of directors.

For further information, see “Restrictions on Acquisitions of Alliance Bancorp-New and Alliance Bank and Related Anti-Takeover Provisions.”

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Interests of Management and Directors in Matters to be Acted Upon

Management and directors of Alliance Bancorp have an interest in the matters that will be acted upon because Alliance Bancorp-New intends to acquire additional stock for its employee stock ownership plan, to consider the implementation of a new stock recognition and retention plan and a new stock option plan. See “Interests of Certain Persons in Matters To Be Acted Upon.”

Common Stock Purchase Limitation

The number of shares of Alliance Bancorp-New common stock that you may purchase in the offering individually, and together with associates or persons acting in concert, plus any exchange shares you and they receive may not exceed 5% of the total shares of Alliance Bancorp-New common stock to be issued and outstanding at the completion of the conversion and offering, provided, however, that you will not be required to divest any of your Alliance Bancorp-New shares or be limited in the number of exchange shares you may receive.

Differences in Shareholders’ Rights

As a result of the conversion and offering, each shareholder of Alliance Bancorp will become a shareholder of Alliance Bancorp-New. Certain rights of shareholders of Alliance Bancorp-New will differ from the rights Alliance Bancorp’s shareholders currently have. See “Informational Proposals Relating to the Articles of Incorporation of Alliance Bancorp-New” and “Comparison of Shareholders’ Rights” for a discussion of these differences.

How You Can Obtain Additional Information — Stock Information Center

Questions about the stock offering or voting may be directed to the Stock Information Center by calling (          )          -          , Monday to Friday, from 9:00 a.m. to 4:00 p.m., Eastern time. The Stock Information Center will be closed weekends and bank holidays.

FOR ASSISTANCE, PLEASE CONTACT THE STOCK INFORMATION CENTER AT (     )          -          .

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RISK FACTORS

You should consider carefully the following risk factors in deciding how to vote.

Risks Related to Our Business

[Identical to the same section in the offering prospectus]

Risks Related to the Conversion and the Exchange Offering

The Market Value of Alliance Bancorp-New Common Stock Received in the Share Exchange May Be Less than the Market Value of Alliance Bancorp Common Stock Exchanged

The number of shares of Alliance Bancorp-New common stock you receive will be based on an exchange ratio which will be determined as of the date of completion of the conversion and offering. The exchange ratio will be based on the percentage of Alliance Bancorp common stock held by the public prior to the conversion, the final independent appraisal of Alliance Bancorp-New common stock prepared by RP Financial and the number of shares of common stock sold in the offering. The exchange ratio will ensure that existing public shareholders of Alliance Bancorp common stock will own approximately the same percentage of Alliance Bancorp-New common stock after the conversion and offering as they owned of Alliance Bancorp common stock immediately prior to completion of the conversion and offering, exclusive of the effect of their purchase of additional shares in the offering and the receipt of cash in lieu of fractional shares. The exchange ratio will not depend on the market price of Alliance Bancorp’s common stock.

The exchange ratio ranges from a minimum of 0.6631 to a maximum of 0.8971 shares of Alliance Bancorp-New common stock per share of Alliance Bancorp common stock. Under certain circumstances, the pro forma market value can be adjusted upward by 15.0% to reflect changes in market conditions, and, at the adjusted maximum, the exchange ratio would be 1.0317 shares of Alliance Bancorp-New common stock per share of Alliance Bancorp common stock. Shares of Alliance Bancorp-New common stock issued in the share exchange will have an initial value of $10.00 per share. The exchange ratio and the number of shares of Alliance Bancorp-New you would receive in exchange for your Alliance Bancorp shares will be determined by the number of shares we sell in the offering. The higher the number of shares sold, the higher the exchange ratio. If the offering closes at the minimum of the offering range and you own 100 shares of Alliance Bancorp common stock, you would receive 66 shares of Alliance Bancorp-New common stock, which would have an initial value of $6,600 based on the offering price, plus $3.10 cash. If the offering closes at 15% above the maximum of the offering range, you would receive 103 shares of Alliance Bancorp-New common stock for each 100 shares of Alliance Bancorp stock, with an initial value of $10,300 based on the offering price, plus $1.70 cash. We cannot tell you today whether the offering will close at the minimum or some other point in the valuation range. Depending on the exchange ratio and the market value of Alliance Bancorp common stock at the time of the exchange, the initial market value of the Alliance Bancorp-New common stock that you receive in the share exchange could be less than the market value of the Alliance Bancorp common stock that you currently own. Based on the $      per share closing price of Alliance Bancorp common stock as of the date of this proxy/prospectus, unless at least            shares of Alliance Bancorp-New common stock are sold in the offering (slightly above the mid-point of the offering range), the initial value of the Alliance Bancorp-New common stock you receive in the share exchange would be less than the market value of the Alliance Bancorp common stock you currently own. See “The Conversion and Offering — Exchange of Certificates” and “The Conversion and Offering — Effects of the Conversion on Public Shareholders.”

[The remaining risk factors are identical to the risk factors under the section “Risk Factors — Risks Related to the Offering” in the offering prospectus]

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INFORMATION ABOUT THE SPECIAL MEETING OF SHAREHOLDERS

To Be Held on          , 2010

General

This proxy statement/prospectus is being furnished to you in connection with the solicitation by the board of directors of Alliance Bancorp of proxies to be voted at the special meeting of shareholders to be held at          , located at          ,          , Pennsylvania on           day,          , 2010 at     :00 p.m., Eastern time, and any adjournment or postponement thereof.

The purpose of the special meeting is to consider and vote upon the plan of conversion and reorganization of Alliance Mutual Holding Company, Alliance Bancorp, Alliance Bank and Alliance Bancorp-New.

The plan of conversion and reorganization provides for a series of transactions, referred to as the conversion and offering, which will result in the elimination of the mutual holding company. The plan of conversion and reorganization will also result in the creation of a new stock form holding company which will own all of the outstanding shares of Alliance Bank, the exchange of shares of common stock of Alliance Bancorp by shareholders other than Alliance Mutual Holding Company, who are referred to as the “public shareholders,” for shares of the new stock holding company, Alliance Bancorp-New, the issuance and the sale of additional shares to depositors of Alliance Bank and others in an offering. The conversion and offering will be accomplished through a series of substantially simultaneous and interdependent transactions as follows:

•  Alliance Mutual Holding Company will convert from mutual to stock form and simultaneously merge with and into Alliance Bancorp, pursuant to which the mutual holding company will cease to exist and the shares of Alliance Bancorp common stock held by the mutual holding company will be canceled; and

•  Alliance Bancorp then will merge with and into the Alliance Bancorp-New with Alliance Bancorp-New being the survivor of such merger.

As a result of the above transactions, Alliance Bank will become a wholly-owned subsidiary of the new holding company, Alliance Bancorp-New, and the outstanding shares of Alliance Bancorp common stock will be converted into the shares of common stock of Alliance Bancorp-New pursuant to the exchange ratio, which will result in the public shareholders owning in the aggregate approximately the same percentage of the common stock of Alliance Bancorp-New to be outstanding upon the completion of the conversion and offering as the percentage of common stock of Alliance Bancorp owned by them in the aggregate immediately prior to consummation of the conversion and offering before giving effect to (a) the payment of cash in lieu of issuing fractional exchange shares, and (b) any shares of common stock purchased by public shareholders in the offering.

This proxy statement/prospectus, together with the accompanying proxy card(s), is first being mailed or delivered to shareholders of Alliance Bancorp on or about          , 2010.

Voting in favor of or against the plan of conversion and reorganization includes a vote for or against the conversion of Alliance Mutual Holding Company to a stock form holding company as contemplated by the plan of conversion and reorganization. Voting in favor of the plan of conversion and reorganization will not obligate you to purchase any common stock in the offering and will not affect the balance, interest rate or federal deposit insurance of any deposits at Alliance Bank.

Record Date and Voting Rights

You are entitled to one vote at the special meeting for each share of Alliance Bancorp common stock that you owned of record at the close of business on           2010 (the “Record Date.”) On the Record Date, there were 6,676,476 shares of common stock outstanding.

You may vote your shares at the special meeting in person or by proxy. To vote in person, you must attend the special meeting and obtain and submit a ballot, which we will provide to you at the special meeting.

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To vote by proxy, you must complete, sign and return the enclosed proxy card. If you properly complete your proxy card and send it to us in time to vote, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares “FOR” the proposals identified in the Notice of Special Meeting.

If any other matter is presented, your proxy will vote the shares represented by all properly executed proxies on such matters as a majority of the board of directors determines. As of the date of this proxy statement/prospectus, we know of no other matters that may be presented at the special meeting, other than those listed in the Notice of Special Meeting.

Quorum

A quorum of shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of common stock entitled to vote are represented in person or by proxy at the special meeting, a quorum will exist. We will include proxies marked as abstentions and broker non-votes to determine the number of shares present at the special meeting.

Vote Required

Proposal 1: Approval of the Plan of Conversion and Reorganization.  We must obtain the affirmative vote of (i) the holders of a majority of the outstanding shares of common stock of Alliance Bancorp, other than Alliance Mutual Holding Company, and (ii) the holders of two-thirds of the votes eligible to be cast by shareholders of Alliance Bancorp, including Alliance Mutual Holding Company.

Informational Proposals 2A — 2D:  Related to Certain Provisions in the Articles of Incorporation of Alliance Bancorp-New.  The provisions of the articles of incorporation of Alliance Bancorp-New which are summarized as informational proposals 2A through 2D were approved by the board of directors of Alliance Bancorp as part of the process to approve the plan of conversion and reorganization. These proposals are informational in nature only because the Office of Thrift Supervision regulations governing mutual to stock conversion do not provide for votes on matters other than the plan of conversion and reorganization. While we are asking you to vote with respect to each of the informational proposals, we are not required to receive the separate approval of shareholders of the proposed provisions for which an informational vote is being requested. The proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

Proposal 3: Adjournment of the special meeting, if necessary, to solicit additional proxies.  We must obtain the affirmative vote of a majority of the total votes present at the special meeting in person and by proxy to approval the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

Other Matters.  We must obtain the affirmative vote of a majority of the total votes present at the special meeting in person or by proxy to approve other proposals.

We expect that Alliance Mutual Holding Company will vote all of the shares of Alliance Bancorp common stock that it owns in favor of the proposals to approve of the plan of conversion and reorganization, the informational proposals and the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

Effect of Abstentions and Broker Non-Votes

If you do not instruct your broker how to vote on the proposals, your broker is not permitted to vote on the proposals to approve the plan of conversion and reorganization or the informational proposals on your behalf and this will constitute a “broker non-vote.” Broker non-votes and abstentions will have the same effect as a vote “Against” the proposal to approve the plan of conversion and reorganization and the other proposals. Alliance Mutual Holding Company is expected to vote all of its shares to approve the plan of conversion and reorganization and the other proposals.

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Revoking Your Proxy

You may revoke your proxy at any time before it is voted by:

•  filing a written revocation of the proxy with the corporate secretary of Alliance Bancorp;

•  submitting a signed proxy card bearing a later date; or

•  attending and voting in person at the special meeting, but you also must file a written revocation at the meeting with the corporate secretary of Alliance Bancorp prior to the voting.

If your shares are not registered in your own name, you will need appropriate documentation from your shareholder of record to vote personally at the special meeting. Examples of such documentation include a broker’s statement, letter or other document that will confirm your ownership of shares of Alliance Bancorp.

Solicitation of Proxies

This proxy statement/prospectus and the accompanying proxy card are being furnished to you in connection with the solicitation of proxies for the special meeting by the Alliance Bancorp board of directors. Alliance Bancorp will pay the costs of soliciting proxies from its shareholders. To the extent necessary to permit approval of the plan of conversion and reorganization and the other proposals being considered, directors, officers or employees of Alliance Bancorp and Alliance Bank may solicit proxies by mail, telephone and other forms of communication. We will reimburse such persons for their reasonable out-of-pocket expenses incurred in connection with such solicitation.

The board of directors of Alliance Bancorp recommends that you promptly sign, date and mark the enclosed proxy card in favor of the adoption of the plan of conversion and reorganization and promptly return it in the enclosed self-addressed, postage-prepaid proxy reply envelope. Returning the proxy card will not prevent you from voting in person at the special meeting.

Your prompt vote is very important. Failure to vote will have the same effect as voting against the plan of conversion and reorganization.

PROPOSAL 1 — APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION

The Boards of Directors of Alliance Bancorp, Alliance Bancorp-New, Alliance Mutual Holding Company and Alliance Bank all have approved the plan of conversion and reorganization. The plan of conversion and reorganization also has been conditionally approved by the Office of Thrift Supervision, and the Pennsylvania Department of Banking has approved the application of Alliance Bancorp-New in connection with the conversion and reorganization, subject in each case to approval of the plan of conversion and reorganization by the depositors of Alliance Bank and the shareholders of Alliance Bancorp. Such approvals by the Office of Thrift Supervision and the Pennsylvania Department of Banking, however, do not constitute a recommendation or endorsement of the plan of conversion and reorganization by such agency.

General

The boards of directors of Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank unanimously adopted the plan of conversion and reorganization on August 11, 2010. The plan of conversion and reorganization has been approved by the Office of Thrift Supervision and the Pennsylvania Department of Banking, subject to, among other things, approval of the plan of conversion and reorganization by the depositors of Alliance Bank and the shareholders of Alliance Bancorp. The special meetings of depositors and of shareholders have been called for this purpose on          , 2010.

The second-step conversion that we are now undertaking involves a series of transactions by which we will convert our organization from the partially public mutual holding company form to the fully public stock holding company structure. Under the plan of conversion and reorganization, Alliance Bank will convert from the mutual holding company form of organization to the stock holding company form of organization and

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become a wholly owned subsidiary of Alliance Bancorp-New, a newly formed Pennsylvania corporation. Current shareholders of Alliance Bancorp, other than Alliance Mutual Holding Company, will receive shares of common stock of the new holding company, also using the corporate title “Alliance Bancorp, Inc. of Pennsylvania,” in exchange for their existing shares of Alliance Bancorp common stock. Following the conversion and offering, Alliance Bancorp and Alliance Mutual Holding Company will no longer exist.

A copy of the plan of conversion and reorganization is available for inspection at each branch office of Alliance Bank and at the Northeast Regional (in Jersey City, New Jersey) and Washington D.C. offices of the Office of Thrift Supervision. The plan of conversion and reorganization also is filed as an exhibit to the registration statement of which this document is a part, copies of which may be obtained from the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

Purposes of the Conversion and Offering

Alliance Mutual Holding Company, as a mutual holding company, does not have shareholders and has no authority to issue capital stock. As a result of the conversion and offering, Alliance Bank will be structured in the form used by holding companies of commercial banks, most business entities and most stock savings institutions. The conversion to the fully public form of ownership will remove the uncertainties associated with the mutual holding company structure created by the recently enacted financial reform legislation. The conversion and offering will also be important to our future growth and performance by providing a larger capital base to support our operations and by enhancing our future access to capital markets, ability to continue to grow our asset base, through additional new branches, further acquisitions or otherwise, and enhancing our ability to diversify into other financial services related activities and to provide additional services to the public. Although Alliance Bancorp currently has the ability to raise additional capital through the sale of additional shares of Alliance Bancorp common stock, that ability is limited by the mutual holding company structure which, among other things, requires that Alliance Mutual Holding Company always hold a majority of the outstanding shares of Alliance Bancorp’s common stock.

The conversion and offering also will result in an increase in the number of shares of common stock held by public shareholders, as compared to the current number of outstanding shares of Alliance Bancorp common stock, which we expect will facilitate development of a more active and liquid trading market for our common stock. See “Market for Our Common Stock.”

Alliance Bank remains committed to controlled growth and diversification. The additional funds received in the offering will facilitate Alliance Bank’s ability to continue to grow in accordance with its business plan, through both internal growth and possible acquisitions of other institutions or through the expansion of its branch office network. We believe that the conversion and reorganization will enhance Alliance Bank’s ability to continue its growth through possible acquisitions and will support its ability to more fully serve the borrowing and other financial needs of the communities it serves.

In light of the foregoing, the boards of directors of Alliance Mutual Holding Company, Alliance Bancorp and Alliance Bank as well as Alliance Bancorp-New believe that it is in the best interests of such companies, the depositors of Alliance Bank and shareholders of Alliance Bancorp to continue to implement our strategic business plan, and that the most feasible way to do so is through the conversion and offering.

Effect of the Conversion and Offering on Public Shareholders

Federal regulations provide that in a conversion of a mutual holding company to stock form, the public shareholders of Alliance Bancorp will be entitled to exchange their shares of common stock for common stock of the converted holding company, provided that Alliance Bank and Alliance Mutual Holding Company demonstrate to the satisfaction of the Office of Thrift Supervision that the basis for the exchange is fair and reasonable. Each publicly held share of Alliance Bancorp common stock will, on the date of completion of the conversion and offering, be automatically converted into and become the right to receive a number of shares of common stock of the new holding company determined pursuant to the exchange ratio, which we refer to as the “exchange shares.” The public shareholders of Alliance Bancorp common stock will own the same percentage of common stock in the new holding company after the conversion and offering as they hold in

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Alliance Bancorp, subject to any additional shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares.

Based on the independent valuation, the 59.5% of the outstanding shares of Alliance Bancorp common stock held by Alliance Mutual Holding Company as of the date of the independent valuation and the 40.5% public ownership interest of Alliance Bancorp, the following table sets forth, at the minimum, midpoint, maximum, and adjusted maximum of the offering range:

•  the total number of shares of common stock to be issued in the conversion and offering;

•  the total shares of common stock outstanding after the conversion and offering;

•  the exchange ratio; and

•  the number of shares an owner of 100 shares of Alliance Bancorp common stock will receive in the exchange, adjusted for the number of shares sold in the offering, and the assumed value of each of such shares.

															100 Shares
															of Alliance
															Bancorp
															Common Stock
															would be
											Total Shares				Exchanged for
						Shares of Alliance					of Alliance				the Following
						Bancorp-New					Bancorp-New				Number of
						Stock to be Exchanged					Common Stock				Shares of		Equivalent
	Shares to be Sold in the Offering					for Current Common Stock					to be Outstanding		Exchange		Alliance		per Share
	Amount		Percent			Amount		Percent			After the Conversion		Ratio		Bancorp-New(1)		Value(2)
Minimum		2,635,000		59.5	%		1,792,183		40.5	%		4,427,183		0.6631		66	$	6.63
Midpoint		3,100,000		59.5			2,108,449		40.5			5,208,449		0.7801		78		7.80
Maximum		3,565,000		59.5			2,424,717		40.5			5,989,717		0.8971		89		8.97
15% above the maximum		4,099,750		59.5			2,788,424		40.5			6,888,174		1.0317		103		10.32

(1)	Cash will be paid instead of issuing any fractional shares.
(2)	Represents the value of shares of Alliance Bancorp-New common stock to be received by a holder of one share of Alliance Bancorp common stock at the exchange ratio, assuming a value of $10.00 per share.

As indicated in the table above, the exchange ratio ranges from a minimum of 0.6631 to a maximum of 0.8971 shares of Alliance Bancorp-New common stock for each share of Alliance Bancorp common stock. Under certain circumstances, the pro forma market value may be adjusted upward to reflect changes in market conditions, and, at the adjusted maximum, the exchange ratio would be 1.0317 shares of Alliance Bancorp-New common stock for each share of Alliance Bancorp common stock. Shares of Alliance Bancorp-New common stock issued in the share exchange will have an initial value of $10.00 per share. Depending on the exchange ratio and the market value of Alliance Bancorp common stock at the time of the exchange, the initial market value of the Alliance Bancorp-New common stock that Alliance Bancorp shareholders receive in the share exchange could be less than the market value of the Alliance Bancorp common stock that such persons currently own. If the conversion and offering is completed at the minimum of the offering range, each share of Alliance Bancorp would be converted into 0.6631 shares of Alliance Bancorp-New common stock with an initial value of $6.63 based on the $10.00 offering price in the conversion. This compares to the closing sale price of $      per share price for Alliance Bancorp common stock on          , 2010, as reported on the Nasdaq Global Market. In addition, as discussed in “— Effect on Stockholders’ Equity per Share of the Shares Exchanged” below, pro forma stockholders’ equity following the conversion and offering will range between $17.30 and $14.10 at the minimum and the maximum of the offering range, respectively.

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Ownership of Alliance Bancorp-New After the Conversion and Offering

The following table shows information regarding the shares of common stock that Alliance Bancorp-New will issue in the conversion and offering. The table also shows the number of shares that will be owned by Alliance Bancorp public shareholders at the completion of the conversion and offering who will receive the new holding company’s common stock in exchange for their shares of Alliance Bancorp common stock. The number of shares of common stock to be issued is based, in part, on our independent appraisal.

																4,099,750 Shares
	2,635,000 Shares Issued at										3,565,000 Shares Issued at					Issued at Adjusted
	Minimum of					3,100,000 Shares Issued at Midpoint of					Maximum of					Maximum of
	Offering Range					Offering Range					Offering Range					Offering Range(1)
			Percent					Percent					Percent					Percent
	Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total
Purchasers in the stock offering		2,635,000		40.5	%		3,100,000		40.5	%		3,565,000		40.5	%		4,099,750		40.5	%
Alliance Bancorp public shareholders in the exchange		1,792,183		59.5			2,108,449		59.5			2,424,717		59.5			2,788,424		59.5
Total shares outstanding after the conversion and offering		4,427,183		100.0	%		5,208,449		100.0	%		5,989,717		100.0	%		6,888.174		100.0	%

(1) As adjusted to give effect to an increase in the number of shares that could occur due to an increase in the offering range up to approximately 15% to reflect changes in market and financial conditions before the conversion and offering is completed.

Effect on Stockholders’ Equity per Share of the Shares Exchanged.  As adjusted for the exchange ratio, the conversion and offering will increase the stockholders’ equity per share of the current shareholders of Alliance Bancorp common stock. At June 30, 2010, the stockholders’ equity per share of Alliance Bancorp common stock including shares held by Alliance Mutual Holding Company was $7.25. Based on the pro forma information set forth for June 30, 2010, in “Pro Forma Data,” pro forma stockholders’ equity per share following the conversion and offering will be $17.30, $15.45, $14.10, and $12.92 at the minimum, midpoint, maximum and adjusted maximum, respectively, of the offering range. As adjusted at that date for the exchange ratio, the effective stockholders’ equity per share for current shareholders would be $11.47, $12.05, $12.65 and $13.33 at the minimum, midpoint, maximum and adjusted maximum, respectively, of the offering range.

Effect on Earnings per Share of the Shares Exchanged.  As adjusted for exchange ratio, the conversion and offering will also increase the pro forma earnings per share attributable to the shares held by public shareholders. For the six-months ended June 30, 2010, basic earnings per share of Alliance Bancorp common stock was $0.04, which equates to net income of $0.016 per share to the 40.5%% of the outstanding shares held by public shareholders. Based on the pro forma information set forth for the six-months ended June 30, 2010, in “Pro Forma Data,” annualized earnings per share of common stock following the conversion and offering will range from $0.06 to $0.02, respectively, for the minimum to the adjusted maximum of the offering range. As adjusted at that date for the exchange ratio, the effective annualized earnings per share for current shareholders would range from $0.04 to $0.02, respectively, for the minimum to the adjusted maximum of the offering range.

Effect on the Market and Appraised Value of the Shares Exchanged.  The aggregate subscription price of the shares of common stock received in exchange for the publicly held shares of Alliance Bancorp common stock is $17.9 million, $21.1 million, $24.2 million, and $27.9 million at the minimum, midpoint, maximum and adjusted maximum, respectively, of the offering range. The last trade of Alliance Bancorp common stock on August 10, 2010, the last trading day on which a trade occurred immediately preceding the announcement of the conversion and offering, was $8.22 per share, and the price at which Alliance Bancorp common stock last traded on          , 20           was $      per share. The equivalent price per share for each share of

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Alliance Bancorp-New exchanged by shareholders will be $6.63, $7.80, $8.97 and $10.32 at the minimum, midpoint, maximum and adjusted maximum, respectively, of the offering range.

Dissenters’ and Appraisal Rights.  Neither the depositors of Alliance Bank nor the public shareholders of Alliance Bancorp common stock have dissenters’ rights or appraisal rights in connection with the conversion and offering.

Exchange of Shares

The conversion of your shares of common stock of Alliance Bancorp into the right to receive shares of common stock of Alliance Bancorp-New will occur automatically on the effective date of the conversion, although you will need to exchange your stock certificate(s) if you hold shares in certificate form. As soon as practicable after the effective date of the conversion, our exchange agent will send a transmittal form to you. The transmittal forms are expected to be mailed promptly after the effective date and will contain instructions on how to submit the stock certificate(s) representing existing shares of common stock of Alliance Bancorp.

No fractional shares of common stock of Alliance Bancorp-New will be issued to you when the conversion is completed. For each fractional share that would otherwise be issued to a shareholder who holds a certificate, you will be paid by check an amount equal to the product obtained by multiplying the fractional share interest to which you would otherwise be entitled by $10.00. If your shares are held in street name, you will automatically receive cash in lieu of fractional shares. For more information regarding the exchange of your shares see “The Conversion and Offering — Delivery and Exchange of Certificates — Exchange Shares.”

Conditions to the Conversion and Offering

Consummation of the conversion and stock offering are subject to the receipt of all requisite regulatory approvals, including various approvals of the Office of Thrift Supervision and the Pennsylvania Department of Banking. No assurance can be given that all regulatory approvals will be received. Receipt of such approvals from the Office of Thrift Supervision will not constitute a recommendation or endorsement of the plan of conversion and reorganization or the stock offering by the Office of Thrift Supervision. Consummation of the conversion and stock offering also are subject to approval by the shareholders of Alliance Bancorp at the special meeting of shareholders of Alliance Bancorp and of depositors of Alliance Bank at a special meeting of depositors to be held the same day as the special meeting of shareholders.

The board of directors of Alliance Bancorp unanimously recommends that you vote “FOR” approval of the plan of conversion and reorganization.

PROPOSALS 2A TO 2D — INFORMATIONAL PROPOSALS RELATED
TO THE ARTICLES OF INCORPORATION OF ALLIANCE BANCORP-NEW

By their approval of the plan of conversion and reorganization as set forth in Proposal 1, the board of directors of Alliance Bancorp has approved each of the informational proposals numbered 2A through 2D, all of which relate to provisions included in the articles of incorporation of Alliance Bancorp-New. Each of these informational proposals is discussed in more detail below.

As a result of the conversion, the public shareholders of Alliance Bancorp, whose rights are presently governed by the charter and bylaws of Alliance Bancorp, will become shareholders of Alliance Bancorp-New, whose rights will be governed by the articles of incorporation and bylaws of Alliance Bancorp-New. The following informational proposals address the material differences between the governing documents of the two companies. This discussion is qualified in its entirety by reference to the charter of Alliance Bancorp and the articles of incorporation of Alliance Bancorp-New. See “Where You Can Find Additional Information” for procedures for obtaining a copy of those documents.

The provisions of the articles of incorporation of Alliance Bancorp-New which are summarized as informational proposals 2A through 2D were approved as part of the process in which the board of directors of Alliance Bancorp approved the plan of conversion and reorganization. These proposals are informational in

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nature only, because the Office of Thrift Supervision regulations governing mutual to stock conversion do not provide for votes on matters other than the plan of conversion and reorganization. While we are asking shareholders of Alliance Bancorp to vote with respect to each of the informational proposals, shareholders are not being asked to approve the proposed provisions for which an informational vote is requested and the proposed provisions will become effective if shareholders approve the plan of conversion and reorganization, regardless of whether shareholders vote to approve any or all of the informational proposals.

Informational Proposal 2A — Approval of a Provision in the Articles of Incorporation of Alliance Bancorp-New Providing for the Authorized Capital Stock of 50,000,000 shares of Common Stock and 10,000,000 Shares of Serial Preferred Stock Compared to 15,000,000 Shares of Common Stock and 5,000,000 Shares of Preferred Stock in the Charter of Alliance Bancorp.

Alliance Bancorp’s authorized capital stock consists of 15,000,000 shares of common stock and 5,000,000 shares of preferred stock. The articles of incorporation of Alliance Bancorp-New authorize 50,000,000 shares of common stock and 10,000,000 shares of serial preferred stock.

At June 30, 2010, there were 6,676,476 issued and outstanding shares of common stock of Alliance Bancorp and no outstanding shares of preferred stock. At the maximum of the offering range, we expect to issue an aggregate of 5,208,449 shares of common stock of Alliance Bancorp-New in the offering and as exchange shares. At the maximum of the offering range, an additional 356,500 shares of common stock of Alliance Bancorp-New will be reserved for issuance under the new stock option plan which is contemplated.

All authorized and unissued shares of common stock of Alliance Bancorp-New and preferred stock following the conversion and offering will be available for issuance without further action of the shareholders, unless such action is required by applicable law or the listing standards of The Nasdaq Stock Market or the listing standards of any other stock exchange on which securities of Alliance Bancorp-New may then be listed. The board of directors of Alliance Bancorp-New currently has no plans for the issuance of additional shares of common stock, other than the issuance of shares of pursuant to the terms of the proposed new stock option plan.

This increase in the number of authorized shares of capital stock may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of Alliance Bancorp-New, if such attempts are not approved by the board of directors. In the event that a tender offer or other takeover attempt is threatened, the board of directors could issue shares of stock from authorized and unissued shares in order to dilute the stock ownership of persons seeking to take control of the company.

Informational Proposal 2B — Approval of a Provision in the Articles of Incorporation of Alliance Bancorp-New Requiring a Super-Majority Shareholder Approval for Mergers, Consolidations and Similar Transactions, Unless They Have Been Approved in Advance by at Least Two-Thirds of the Board of Directors of Alliance Bancorp-New.

The charter of Alliance Bancorp does not provide for a super-majority vote for approval of mergers, consolidations or similar transactions. However, federal regulations currently require the approval of two-thirds of the board of directors of Alliance Bancorp and the holders of two-thirds of the outstanding stock of Alliance Bancorp entitled to vote thereon for mergers, consolidations and sales of all or substantially all of its assets.

For a merger, consolidation, sale of assets or other similar transaction to occur, the PBCL generally requires the approval of the board of directors and the affirmative vote of the holders of a majority of the votes cast by all shareholders entitled to vote thereon. The articles of incorporation of Alliance Bancorp-New provides that mergers, consolidations, share exchanges, asset sales, voluntary dissolutions and other similar transactions must be approved by the affirmative vote of 75% of the shares entitled to vote in an election, unless the action has been recommended by at least two-thirds of the board of directors, in which case a vote of a majority of the votes cast by shareholders would be sufficient. The board of directors of Alliance Bancorp-New believes that these types of fundamental transactions generally should be first considered and approved by the board of directors as the board generally believes that it is in the best position to make an

28

initial assessment of the merits of any such transactions. This provision in the articles of incorporation of Alliance Bancorp-New makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most shareholders, unless it is supported by two-thirds of the board of directors of Alliance Bancorp-New. Thus, it may be deemed to have an anti-takeover effect.

Informational Proposal 2C — Approval of a Provision in the Articles of Incorporation of Alliance Bancorp-New Requiring a Super-Majority Shareholder of Amendments to Certain Provisions in the Articles of Incorporation and Bylaws of Alliance Bancorp-New.

No amendment of the current charter of Alliance Bancorp may be made unless it is first proposed by the board of directors, then preliminarily approved by the Office of Thrift Supervision, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. The articles of incorporation of Alliance Bancorp-New generally provide that no amendment of the articles of incorporation may be made unless it is first approved by the board of directors and thereafter approved by the holders of a majority of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the preferred stock as may be required by the provisions of any series thereof, provided, however, any amendment which is inconsistent with Articles VI (directors), VII (meetings of shareholders, actions without a meeting), VIII (liability of directors and officers), IX (restrictions on offers and acquisitions), XI (shareholder approval of mergers and other actions) and XII (amendments to the articles of incorporation and bylaws) must be approved by the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon unless approved by the affirmative vote of 80% of the directors of Alliance Bancorp-New then in office.

The current bylaws of Alliance Bancorp may be amended by a majority vote of the full board of directors or by a majority vote of the votes cast by the shareholders at any legal meeting. The bylaws of Alliance Bancorp-New may similarly be amended by the majority vote of the full board of directors at a regular or special meeting of the board of directors or by a majority vote of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote the preferred stock as may be required by the provisions of any series thereof, provided, however, that the shareholder vote requirement for any amendment to the bylaws which is inconsistent with Sections 2.10 (shareholder proposals), 3.1 (number of directors and powers), 3.2 (classifications and terms of directors), 3.3 (director vacancies), 3.4 (removal of directors) and 3.12 (nominations of directors) and Article VI (indemnification) is the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon.

These limitations on amendments to specified provisions of the articles of incorporation and bylaws of Alliance Bancorp-New are intended to ensure that the referenced provisions are not limited or changed upon a simple majority vote. While this limits the ability of shareholders of Alliance Bancorp-New to amend those provisions, Alliance Mutual Holding Company, as a 59.5% shareholder of Alliance Bancorp, currently can effectively block any shareholder proposed change to the charter or bylaws of Alliance Bancorp.

These provisions in the articles of incorporation of Alliance Bancorp-New could have the effect of discouraging a tender offer or other takeover attempt where to ability to make fundamental changes through amendments to the articles of incorporation or bylaws is an important element of the takeover strategy of the potential acquiror. The board of directors believes that the provisions limiting certain amendments to the articles of incorporation and bylaws will put the board of directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of Alliance Bancorp-New and the fundamental rights of its shareholders, and to preserve the ability of all shareholders to have an effective voice in the outcome of such matters.

Informational Proposal 2D — Approval of a Provision in the Articles of Incorporation of Alliance Bancorp-New to Limit the Voting Rights of Shares Beneficially Owned in Excess of 10% of the Outstanding Voting Securities of Alliance Bancorp-New.

The articles of incorporation of Alliance Bancorp-New provide that no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of (a) more than 10% of the issued and outstanding shares

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of any class of an equity security of Alliance Bancorp-New or (b) any securities convertible into, or exercisable for, any equity securities of Alliance Bancorp-New if, assuming conversion or exercise by such person of all securities of which such person is the beneficial owner which are convertible into, or exercisable for such equity securities, such person would be the beneficial owner of more than 10% of any class of an equity security of Alliance Bancorp-New. The term “person” is broadly defined in the articles of incorporation to prevent circumvention of this restriction.

The foregoing restrictions do not apply to (a) any offer with a view toward public resale made exclusively to Alliance Bancorp-New by underwriters or a selling group acting on its behalf, (b) any employee benefit plan established by Alliance Bancorp-New or Alliance Bank and (c) any other offer or acquisition approved in advance by the affirmative vote of 80% of the board of directors. In the event that shares are acquired in violation of this restriction, all shares beneficially owned by any person in excess of 10% will not be counted as shares entitled to vote and will not be voted by any person or counted as voting shares in connection with any matters submitted to shareholders for a vote, and the board of directors may cause the excess shares to be transferred to an independent trustee for sale.

The current charter of Alliance Bancorp contains a provision which restricts voting rights of certain 10% shareholders in the manner set forth above for a period of five years following the reorganization and formation of the mid-tier holding company structure in January 2007, which will expire in January 2012.

This provision in the articles of incorporation of Alliance Bancorp-New is intended to limit the ability of any person to acquire a significant number of shares of common stock of Alliance Bancorp-New and thereby gain sufficient voting control so as to cause Alliance Bancorp-New to effect a transaction that may not be in the best interests of Alliance Bancorp-New and its shareholders generally. This provision will not prevent a shareholder from seeking to acquire a controlling interest in Alliance Bancorp-New, but it will prevent a shareholder from voting more than 10% of the outstanding shares of common stock unless that shareholder has first persuaded the board of directors of the merits of the course of action proposed by the shareholder. The board of directors of Alliance Bancorp-New believes that fundamental transactions generally should be first considered and approved by the board of directors as the board generally believes that it is in the best position to make an initial assessment of the merits of any such transactions and that the board of directors’ ability to make the initial assessment could be impeded if a single shareholder could acquire a sufficiently large voting interest so as to control a shareholder vote on any given proposal. This provision in the articles of incorporation of Alliance Bancorp-New makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most shareholders, because it can prevent a holder of shares in excess of the 10% limit from voting the excess shares in favor of the transaction. Thus, it may be deemed to have an anti-takeover effect.

The board of directors of Alliance Bancorp unanimously recommends that you vote “FOR” approval of the Informational Proposals 2A through 2D.

PROPOSAL 3 — ADJOURNMENT OF THE SPECIAL MEETING

If there are not sufficient votes to constitute a quorum or to approve the plan of conversion and reorganization at the time of the special meeting, the plan of conversion and reorganization may not be approved unless the special meeting is adjourned to a later date or dates in order to permit further solicitation of proxies. In order to allow proxies that have been received by Alliance Bancorp at the time of the special meeting to be voted for an adjournment, if necessary, Alliance Bancorp has submitted the question of adjournment to its shareholders as a separate matter for their consideration. If it is necessary to adjourn the special meeting, no notice of the adjourned special meeting is required to be given to shareholders (unless the adjournment is for more than 30 days or if a new record date is fixed), other than an announcement at the special meeting of the hour, date and place to which the special meeting is adjourned.

The board of directors of Alliance Bancorp recommends that you vote “FOR” approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are

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not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion and reorganization.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

[Identical to the same section in the offering prospectus]

FORWARD LOOKING STATEMENTS

[Identical to the same section in the offering prospectus]

USE OF PROCEEDS

[Identical to the same section in the offering prospectus]

OUR DIVIDEND POLICY

[Identical to the same section in the offering prospectus]

MARKET FOR OUR COMMON STOCK

[Identical to the same section in the offering prospectus]

REGULATORY CAPITAL REQUIREMENTS

[Identical to the same section in the offering prospectus]

OUR CAPITALIZATION

[Identical to the same section in the offering prospectus]

PRO FORMA DATA

[Identical to the same section in the offering prospectus]

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

[Identical to the same section in the offering prospectus]

BUSINESS

[Identical to the same section in the offering prospectus]

REGULATION

[Identical to the same section in the offering prospectus]

TAXATION

[Identical to the same section in the offering prospectus]

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MANAGEMENT

[Identical to the same section in the offering prospectus]

BENEFICIAL OWNERSHIP OF COMMON STOCK

[Identical to the same section in the offering prospectus]

PROPOSED MANAGEMENT PURCHASES

[Identical to the same section in the offering prospectus]

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of Alliance Bancorp or Alliance Bancorp-New, nor any person who has held such a position since January 1, 2009, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the special meeting of shareholders of Alliance Bancorp other than the interests described below that certain persons may receive if Proposal 1 — Approval of the Plan of Conversion and Reorganization is approved and the conversion and offering is completed.

Stock Benefit Plans

Full-time employees, including officers, are participants in our existing employee stock ownership plan which will purchase additional shares of common stock in the offering. The employee stock ownership plan provides retirement benefits to all eligible employees of Alliance Bank. The plan will purchase a number of shares of Alliance Bancorp-New common stock equal to 4.63% of the shares of common stock of Alliance Bancorp-New to be sold in the offering. When combined with the shares previously acquired by the employee stock ownership plan, the employee stock ownership plan will have acquired an aggregate of 7.0% of the shares of Alliance Bancorp-New to be outstanding after the conversion and offering. Alliance Bancorp-New will make a loan to the employee stock ownership plan to finance its purchase of shares in the offering. 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 plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan.

Alliance Bancorp-New intends to implement a stock option plan, providing for grants of stock options, and a stock recognition and retention plan, providing for awards of restricted stock to key employees, officers and directors. Applicable regulations prohibit the implementation of these plans until six months after the conversion and offering. Alliance Bancorp-New will be required to obtain the approval of the holders of a majority of the outstanding shares of Alliance Bancorp-New in order to implement these plans.

If the stock option plan and recognition and retention plan are implemented and approved by the shareholders of Alliance Bancorp within one year of the completion of the conversion, the number of options granted or shares of restricted stock awarded under these stock-based incentive plans may not exceed 10.0% (as adjusted to into account the options for 143,287 shares previously reserved under the 1996 stock option plan of Alliance Bank) and 4.0%, respectively, of the shares of common stock to be issued and outstanding upon consummation of the conversion and offering. We expect that any shares required for restricted stock awards would be purchased in the open market following shareholder approval of the plan. Funds necessary for stock purchases would be provided by Alliance Bancorp-New. We anticipate that awards under the stock option plan and recognition and retention plan would vest over a five-year period measured from the award date and that compensation expense would be recognized over the vesting period.

[The remainder of this section is identical to the section “Summary — Benefits to Management in the Offering” in the offering prospectus]

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THE CONVERSION AND OFFERING

[Identical to the same section in the offering prospectus]

COMPARISON OF SHAREHOLDERS’ RIGHTS

General.  As a result of the conversion and reorganization, current holders of common stock of Alliance Bancorp will become shareholders of Alliance Bancorp-New. There are certain differences in shareholder rights arising from distinctions between the federal charter and bylaws of Alliance Bancorp and the Pennsylvania articles of incorporation and bylaws for Alliance Bancorp-New and from distinctions between laws with respect to federally-chartered savings and loan holding companies and Pennsylvania law.

The following discussion is not intended to be a complete statement of the differences affecting the rights of shareholders, but rather summarizes the more significant differences and certain important similarities. The discussion herein is qualified in its entirety by reference to the articles of incorporation and bylaws of Alliance Bancorp-New and the Pennsylvania Business Corporation Law of 1988, which we refer to as the PBCL in this proxy statement/prospectus.

Authorized Capital Stock.  The authorized capital stock of Alliance Bancorp-New consists of 50,000,000 shares of common stock and 10,000,000 shares of serial preferred stock. The current authorized capital stock of Alliance Bancorp consists of 15,000,000 shares of common stock and 5,000,000 shares of preferred stock. The number of authorized shares of stock of Alliance Bancorp is greater than what will be issued in the conversion and offering. This will provide the board of directors of Alliance Bancorp-New with greater flexibility to effect, among other things, financings, acquisitions, stock dividends, stock splits and employee stock options.

Issuance of Capital Stock.  Currently, pursuant to applicable laws and regulations, Alliance Mutual Holding Company is required to own not less than a majority of the outstanding common stock of the publicly traded Alliance Bancorp. There will be no such restriction applicable to Alliance Bancorp-New following consummation of the conversion and offering, as Alliance Mutual Holding Company will cease to exist.

The articles of incorporation of Alliance Bancorp-New do not contain restrictions on the issuance of shares of capital stock to its directors, officers or controlling persons, whereas the current charter of Alliance Bancorp restricts such issuance to general public offerings, or if qualifying shares, to directors, unless the share 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. Thus, Alliance Bancorp-New could adopt stock-related compensation plans such as stock option plans without shareholder approval and shares of capital stock could be issued directly to directors or officers without shareholder approval. The Marketplace Rules of the NASDAQ Stock Market, however, generally require corporations like Alliance Bancorp-New with securities which are listed on the NASDAQ Stock Market to obtain shareholder approval of stock compensation plans for directors, officers and key employees of the corporation. Moreover, although generally not required, shareholder approval of stock-related compensation plans may be sought in certain instances in order to qualify such plans for favorable federal income tax law treatment under current laws and regulations. We plan to submit the stock compensation plans discussed herein to shareholders for their approval.

Neither the current charter and bylaws of Alliance Bancorp nor the articles of incorporation and bylaws of Alliance Bancorp-New provide for preemptive rights to shareholders in connection with the issuance of capital stock.

Voting Rights.  Both the current charter and bylaws of Alliance Bancorp and the articles of incorporation and bylaws of Alliance Bancorp-New prohibit cumulative voting by shareholders in elections of directors.

For additional information relating to voting rights, see “— Limitations on Acquisitions of Voting Stock and Voting Rights” below.

Payment of Dividends.  The ability of Alliance Bank to pay dividends on its capital stock is restricted by Pennsylvania and federal laws and regulations and by tax considerations related to savings banks. Although

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Alliance Bancorp-New is not subject to these restrictions as a Pennsylvania corporation, such restrictions will indirectly affect it because dividends from Alliance Bank will be a primary source of funds for the payment of dividends to shareholders.

The PBCL generally provides that, unless otherwise restricted in a corporation’s bylaws, a corporation’s board of directors may authorize and a corporation may pay dividends to shareholders. However, a distribution may not be made if, after giving effect thereto:

•  the corporation would be unable to pay its debts as they become due in the usual course of its business; or

•  the total assets of the corporation would be less than the sum of its total liabilities plus (unless otherwise provided in its articles of incorporation) the amount that would be needed to satisfy the preferential rights upon dissolution of the corporation of shareholders whose preferential rights are superior to those receiving the distribution.

Board of Directors.  The current charter and bylaws of Alliance Bancorp and the articles of incorporation and bylaws of Alliance Bancorp-New each require the board of directors to be divided into three classes as nearly equal in number as possible and that the members of each class will be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually.

Under the current bylaws of Alliance Bancorp, any vacancies 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. Persons elected by the directors to fill vacancies may only serve until the next annual meeting of shareholders. However, under the articles of incorporation of Alliance Bancorp-New, any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by a majority vote of the remaining directors, whether or not a quorum is present, or by a sole remaining director, and any director so chosen shall hold office for the remainder of the term to which the director has been elected and until his or her successor is elected and qualified.

Under the current bylaws of Alliance Bancorp, any director may be removed only for cause by vote of the holders of a majority of the outstanding voting shares at a meeting of shareholders called for such purpose. The articles of incorporation of Alliance Bancorp-New provide that any director may be removed by shareholders only for cause at a duly constituted meeting of shareholders called expressly for that purpose upon the vote of the holders of not less than a majority of the total votes eligible to be cast by shareholders. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court, convicted of a felony or an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of such directors’ duties to the corporation.

Powers of Directors.  The PBCL provides that in discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business corporation may, in considering the best interests of the corporation, consider the following:

•  the effects of any action upon any and all groups affected by such action, including shareholders, employees, suppliers, customers and creditors of the corporation and upon communities in which offices or other establishments of the corporation are located;

•  the short-term and long-term interests of the corporation, including benefits that may accrue to the corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the corporation;

•  the resources, intent and conduct (past, stated and potential) or any person seeking to acquire control of the corporation; and

•  all other pertinent factors.

The board of directors, committees of the board and individual directors shall not be required, in considering the best interests of the corporation or the effects of any such action, to regard any corporate

34

interest or the interests of any particular group affected by such action as a dominant or controlling interest or factor.

Neither the current charter nor bylaws of Alliance Bancorp nor federal law contain provisions similar to the foregoing provisions described above.

Limitations on Liability.  The articles of incorporation of Alliance Bancorp-New provide that the personal liability of its directors and officers for monetary damages shall be eliminated to the fullest extent permitted by the PBCL as it exists on the effective date of the articles of incorporation or as such law may be thereafter in effect. Section 1713 of the PBCL currently provides that directors (but not officers) of corporations that have adopted such a provision will not be so liable, unless:

•  the director has breached or failed to perform the duties of his office in accordance with the PBCL; and

•  the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

This provision would absolve directors of personal liability for monetary damages for negligence in the performance of their duties, including gross negligence. It would not permit a director to be exculpated, however, for liability for actions involving conflicts of interest or breaches of the traditional “duty of loyalty” to Alliance Bancorp-New and its shareholders, and it would not affect the availability of injunctive or other equitable relief as a remedy.

If Pennsylvania law was amended in the future to provide for greater limitations on the personal liability of directors or to permit corporations to limit the personal liability of officers, the provision in the articles of incorporation limiting the personal liability of directors and officers would automatically incorporate such authorities without further action by shareholders. Similarly, if Pennsylvania law was amended in the future to restrict the ability of a corporation to limit the personal liability of directors, the articles of incorporation would automatically incorporate such restrictions without further action by shareholders.

The provision limiting the personal liability of directors does not eliminate or alter the duty of the directors of Alliance Bancorp-New; it merely limits personal liability for monetary damages to the extent permitted by the PBCL. Moreover, it applies only to claims against a director arising out of his role as a director; it currently does not apply to claims arising out of his role as an officer (if he is also an officer) or arising out of any other capacity in which he serves because the PBCL does not authorize such a limitation of liability. Such limitation also does not apply to the responsibility or liability of a director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to law.

The provision in the articles of incorporation of Alliance Bancorp-New which limits the personal liability of directors is designed to ensure that the ability of directors to exercise their best business judgment in managing the corporation’s affairs is not unreasonably impeded by exposure to the potentially high personal costs or other uncertainties of litigation. The nature of the tasks and responsibilities undertaken by directors of publicly-held corporations often require such persons to make difficult judgments of great importance which can expose such persons to personal liability, but from which they will acquire no personal benefit. In recent years, litigation against publicly-held corporations and their directors and officers challenging good faith business judgments and involving no allegations of personal wrongdoing has become common. Such litigation regularly involves damage claims in huge amounts which bear no relationship to the amount of compensation received by the directors or officers, particularly in the case of directors who are not employees of the corporation. The expense of such litigation, whether it is well-founded or not, can be enormous. The provision of the articles of incorporation relating to director liability is intended to reduce, in appropriate cases, the risk incident to serving as a director and to enable Alliance Bancorp-New to elect and retain the persons most qualified to serve as directors.

Currently, federal law does not permit federally-chartered savings and loan holding companies like Alliance Bancorp to limit the personal liability of directors in the manner provided by the PBCL and the laws of many other states.

Indemnification of Directors, Officers, Employees and Agents.  The current charter and bylaws of Alliance Bancorp do not contain any provision relating to indemnification of directors and officers. Under

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present Office of Thrift Supervision regulations, however, Alliance Bancorp must indemnify its directors, officers and employees for any costs incurred in connection with any litigation involving any such person’s activities as a director, officer or employee if such person obtains a final judgment on the merits in his or her favor. In addition, indemnification is permitted in the case of a settlement, a final judgment against such person or final judgment other than on the merits, if a majority of disinterested directors determines that such person was acting in good faith within the scope of his or her employment 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 interest of Alliance Bancorp or its shareholders. Alliance Bancorp also is permitted to pay ongoing expenses incurred by a director, officer or employee if a majority of disinterested directors concludes that such person may ultimately be entitled to indemnification. Before making any indemnification payment, Alliance Bancorp is required to notify the Office of Thrift Supervision of its intention and such payment cannot be made if the Office of Thrift Supervision objects thereto.

The bylaws of Alliance Bancorp-New provide that it shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, because such person is or was a director, officer, or agent of Alliance Bancorp-New. Indemnification will be furnished against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such threatened, pending or completed action, suit or proceeding. In particular, indemnification will be made against judgments and settlements in derivative suits. Indemnification will be made unless a judgment or other final adjudication establishes that the act or failure to act giving rise to the claim for indemnification constituted willful misconduct or recklessness. The indemnification provisions also require Alliance Bancorp-New to pay reasonable expenses in advance of the final disposition of any action, suit or proceeding, provided that the indemnified person undertakes to repay Alliance Bancorp-New if it is ultimately determined that such person was not entitled to indemnification. The rights of indemnification provided in the bylaws of Alliance Bancorp-New are not exclusive of any other rights which may be available under any insurance or other agreement, by vote of shareholders or directors or otherwise. In addition, the bylaws of Alliance Bancorp-New bylaws authorize it to maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Alliance Bancorp-New, whether or not Alliance Bancorp-New would have the power to provide indemnification to such person. The board of directors of Alliance Bancorp-New may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers and directors, for securing or insuring in any manner its obligation to indemnify or advance expenses provided for in the provisions in the bylaws regarding indemnification.

Special Meetings of Shareholders.  The current bylaws of Alliance Bancorp provide that special meetings of the shareholders, unless otherwise prescribed by regulations of the Office of Thrift Supervision, may be called by the chairman, the president, a majority of the board of directors or the holders of not less than one-tenth of the outstanding capital stock of Alliance Bancorp entitled to vote at the meeting. The articles of incorporation of Alliance Bancorp-New contain a provision pursuant to which, except as otherwise provided by law, special meetings of shareholders only may be called by the board of directors pursuant to a resolution approved by a majority of the directors then in office.

Shareholder Nominations and Proposals.  The current bylaws of Alliance Bancorp generally provide that shareholders may submit nominations for election as director at least five days prior to an annual meeting of shareholders, and any shareholder may propose new business to be taken up at an annual or special meeting by filing such in writing with Alliance Bancorp at least five days before the date of any such meeting.

The bylaws of Alliance Bancorp-New provide that, subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, all nominations for election to the board of directors, other than those made by the board or a committee thereof, shall be made by a shareholder who has complied with the notice provisions in the bylaws. Written notice of a shareholder nomination must be communicated to the attention of the secretary and either delivered to, or mailed and received at, the principal executive offices not later than (a) with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the mailing of proxy materials by Alliance Bancorp-

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New in connection with the immediately preceding annual meeting of shareholders, or the case of the first annual meeting following the conversion and reorganization, January 31, 2011.

The bylaws of Alliance Bancorp-New also provide that only such business as shall have been properly brought before an annual meeting of shareholders shall be conducted at the annual meeting. To be properly brought before an annual meeting, business must be specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the board of directors, or otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices not later than 120 days prior to the anniversary date of the mailing of proxy materials by Alliance Bancorp-New in connection with the immediately preceding annual meeting of shareholders, or, in the case of the first annual meeting of shareholders following the conversion and reorganization, January 31, 2011. The bylaws also require that the notice must contain certain information in order to be considered. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

The procedures regarding shareholder proposals and nominations are intended to provide the board of directors with the information deemed necessary to evaluate a shareholder proposal or nomination and other relevant information, such as existing shareholder support, as well as the time necessary to consider and evaluate such information in advance of the applicable meeting. The proposed procedures, however, will give incumbent directors advance notice of a business proposal or nomination. This may make it easier for the incumbent directors to defeat a shareholder proposal or nomination, even when certain shareholders view such proposal or nomination as in the best interests of Alliance Bancorp-New or its shareholders.

Shareholder Action Without a Meeting.  The current bylaws of Alliance Bancorp provide that any action to be taken or which may be taken at any annual or special meeting of shareholders may be taken if a consent in writing, setting forth the actions so taken, is given by the holders of all outstanding shares entitled to vote. The articles of incorporation of Alliance Bancorp-New similarly provide that any action permitted to be taken by the shareholders at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the shareholders entitled to vote.

Shareholder’s Right to Examine Books and Records.  A federal regulation which is currently applicable to Alliance Bancorp provides that shareholders may inspect and copy specified books and records of a federally-chartered savings and loan holding company after proper written notice for a proper purpose. The PBCL similarly provides that a shareholder may inspect books and records for any proper purpose upon written verified demand stating the purpose of the inspection.

Limitations on Acquisitions of Voting Stock and Voting Rights.  The articles of incorporation of Alliance Bancorp-New provide that no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of (a) more than 10% of the issued and outstanding shares of any class of an equity security of Alliance Bancorp-New or (b) any securities convertible into, or exercisable for, any equity securities of Alliance Bancorp-New if, assuming conversion or exercise by such person of all securities of which such person is the beneficial owner which are convertible into, or exercisable for such equity securities, such person would be the beneficial owner of more than 10% of any class of an equity security of Alliance Bancorp-New. The term “person” is broadly defined in the articles of incorporation to prevent circumvention of this restriction.

The foregoing restrictions do not apply to (a) any offer with a view toward public resale made exclusively to Alliance Bancorp-New by underwriters or a selling group acting on its behalf, (b) any employee benefit plan established by Alliance Bancorp-New or Alliance Bank and (c) any other offer or acquisition approved in advance by the affirmative vote of 80% of the board of directors. In the event that shares are acquired in violation of this restriction, all shares beneficially owned by any person in excess of 10% will not be counted as shares entitled to vote and will not be voted by any person or counted as voting shares in connection with

37

any matters submitted to shareholders for a vote, and the board of directors may cause the excess shares to be transferred to an independent trustee for sale.

The current charter of Alliance Bancorp contains a provision which restricts voting rights of certain 10% shareholders in the manner set forth above for a period of five years following the reorganization and formation of the mid-tier holding company structure in January 2007.

Mergers, Consolidations and Sales of Assets.  Federal regulation currently requires the approval of two-thirds of the board of directors of Alliance Bancorp and the holders of two-thirds of the outstanding stock of Alliance Bancorp entitled to vote thereon for mergers, consolidations and sales of all or substantially all of its assets. Such regulation permits Alliance Bancorp to merge with another corporation without obtaining the approval of its shareholders if:

•  it does not involve an interim savings institution;

•  The charter of Alliance Bancorp is not changed;

•  each share of Alliance Bancorp stock outstanding immediately prior to the effective date of the transaction is to be an identical outstanding share or a treasury share of Alliance Bancorp after such effective date; and

•  either: (a) no shares of voting stock of Alliance Bancorp and no securities convertible into such stock are to be issued or delivered under the plan of combination or (b) the authorized unissued shares or the treasury shares of voting stock of Alliance Bancorp to be issued or delivered under the plan of combination, plus those initially issuable upon conversion of any securities to be issued or delivered under such plan, do not exceed 15% of the total shares of voting stock of Alliance Bancorp outstanding immediately prior to the effective date of the transaction.

For a merger, consolidation, sale of assets or other similar transaction to occur, the PBCL generally requires the approval of the board of directors and the affirmative vote of the holders of a majority of the votes cast by all shareholders entitled to vote thereon. The articles of incorporation of Alliance Bancorp-New provide that any merger, consolidation, share exchange, sale of assets, division or voluntary dissolution shall require approval of 75% of the eligible voting shares unless the transaction has been previously approved by at least two-thirds of the board of directors (in which case the majority vote standard would apply). In addition, if any class or series of shares is entitled to vote thereon as a class, the PBCL requires the affirmative vote of a majority of the votes cast in each class for any plan of merger or consolidation. The PBCL also provides that unless otherwise required by a corporation’s governing instruments, a plan of merger or consolidation shall not require the approval of the shareholders if:

•  whether or not the constituent corporation, in this case, Alliance Bancorp-New, is the surviving corporation (a) the surviving or new corporation is a Pennsylvania business corporation and the articles of the surviving or new corporation are identical to the articles of the constituent corporation, except for specified changes which may be adopted by a board of directors without shareholder action, (b) each share of the constituent corporation outstanding immediately prior to the effective date of the merger or consolidation is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical share of the surviving or new corporation after the effective date of the merger or consolidation, and (c) the plan provides that the shareholders of the constituent corporation are to hold in the aggregate shares of the surviving or new corporation to be outstanding immediately after the effectiveness of the plan entitled to cast at least a majority of the votes entitled to be cast generally for the election of directors;

•  immediately prior to adoption of the plan and at all times prior to its effective date, another corporation that is a party to the merger or consolidation owns directly or indirectly 80% or more of the outstanding shares of each class of the constituent corporation; or

•  no shares of the constituent corporation have been issued prior to the adoption of the plan of merger or consolidation by the board of directors.

38

As holder of all of the outstanding Alliance Bank common stock after consummation of the conversion and reorganization, Alliance Bancorp-New generally will be able to authorize a merger, consolidation or other business combination involving Alliance Bank without the approval of the shareholders of Alliance Bancorp-New.

Business Combinations with Interested Shareholders.  Under the PBCL, a registered corporation may not engage in a business combination with an interested shareholder except for certain types of business combinations as enumerated under Pennsylvania law. The PBCL defines a “business combination” generally to include, with respect to a corporation, certain sales, purchases, exchanges, leases, mortgages, pledges, transfers or dispositions of assets, mergers or consolidations, certain issuances or reclassifications of securities, liquidations or dissolutions or certain loans, guarantees or financial assistance, pursuant to an agreement or understanding between such corporation or any subsidiaries, on the one hand, and an interested shareholder or an “affiliate” or “associate” thereof, on the other hand. An “interested shareholder” is defined generally to include any individual, partnership, association or corporation which is the beneficial owner (as defined) of at least 20% of the outstanding voting stock of the corporation or which is an affiliate or associate of such corporation and at any time within the five-year period prior to the date in question was the beneficial owner of at least 20% of the outstanding voting stock.

Neither the current charter and bylaws of Alliance Bancorp nor federal laws and regulations contain a provision which restricts business combinations between Alliance Bancorp and any interested shareholder in the manner set forth above.

Control Transactions.  The PBCL includes provisions which allow holders of voting shares of a registered corporation that becomes the subject of a “control transaction” to object to such transaction and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group.” A “control transaction” for purposes of these provisions means the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of the registered corporation, subject to certain limited exceptions. “Fair value” for purposes of these provisions means an amount not less than the highest price per share paid by the controlling person or group at any time during the 90-day period ending on and including the date of the control transaction, plus an increment representing any value, including without limitation any proportion of any value payable for acquisition of control of the corporation, that may not be reflected in such price.

Neither the current charter or bylaws of Alliance Bancorp nor federal law contain provisions similar to the control transaction provisions described above.

Disgorgement by Certain Controlling Shareholders.  The PBCL includes provisions which generally provide that any “profit” realized by any person or group who is or was a “controlling person or group” with respect to a registered corporation from the disposition of any equity security of the corporation to any person shall belong to and be recoverable by the corporation where the profit is realized by such person or group: (1) from the disposition of the equity security within 18 months after the person or group attained the status of a controlling person or group; and (2) the equity security had been acquired by the controlling person or group within 24 months prior to or 18 months subsequent to the attaining by the person or group of the status of a controlling person or group.

A “controlling person or group” for purposes of these provisions of the PBCL is defined to mean (1) a person or group who has acquired, offered to acquire or, directly or indirectly, publicly disclosed or caused to be disclosed the intention of acquiring voting power over voting shares of a registered corporation that would entitle the holder thereof to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors of the corporation or (2) a person or group who has otherwise, directly or indirectly, publicly disclosed or caused to be disclosed that it may seek to acquire control of a corporation through any means. The definition of “controlling person or group” also includes terms which are designed to facilitate a corporation’s determination of the existence of a group and members of a controlling group.

The PBCL excludes certain persons and holders from the definition of a controlling person or group, absent “significant other activities” indicating that a person or group should be deemed a controlling person or

39

group. The PBCL similarly provides that, absent a person or group’s direct or indirect disclosure or causing to be disclosed that it may seek to acquire control of the corporation through any means, a person or group will not be deemed to be a controlling person or group if such person or group holds voting power, among other ways, as a result of the solicitation of proxies or consents if such proxies or consents are (a) given without consideration in response to a solicitation pursuant to the Exchange Act and the regulations thereunder and (b) do not empower the holder thereof to vote such shares except on the specific matters described in such proxy or consent and in accordance with the instructions of the giver of such proxy or consent. The disgorgement provisions of the PBCL applicable to registered corporations also do not apply to certain specified transfers of equity securities, including certain acquisitions and dispositions which are approved by a majority vote of both the board of directors and shareholders of the corporation in the prescribed manner.

Actions to recover any profit due to a registered corporation under the disgorgement provisions of the PBCL may be commenced by the corporation in any court of competent jurisdiction within two years from the date any recoverable profit was realized. Such an action also may be commenced by a shareholder on behalf of the corporation if the corporation refuses to bring the action within 60 days after written request by a shareholder or the corporation shall fail to prosecute the action diligently. Although any recovery of profits would be due the corporation, the shareholder would be entitled to reimbursement of all costs incurred in connection with the bringing of any such action in the event that such action results in a judgment recovering profits for the corporation.

Neither the current charter or bylaws of Alliance Bancorp nor federal law contain provisions similar to the disgorgement provisions described above.

Control-Share Acquisitions.  The PBCL includes provisions which generally require that shareholders of a registered corporation approve a “control-share acquisition,” as defined. Pursuant to authority contained in the PBCL, the articles of incorporation of Alliance Bancorp-New contain a provision which provides that the control-share acquisition provisions of the PBCL shall not be applicable to it. The effect of this exclusion is to also exempt Alliance Bancorp-New from certain provisions of the PBCL which provide statutory rights to severance compensation to any “eligible employee” of a registered corporation whose employment is terminated other than for willful misconduct, (a) within 90 days before shareholders’ approval of voting rights for the “control shares” of an “acquiring person” (generally, a “control share approval”), if the termination was pursuant to a formal or informal agreement, arrangement or understanding with such acquiring person or (b) within 24 months after a “control share approval.”

Neither the current charter or bylaws of Alliance Bancorp nor federal law contain provisions similar to the control-share acquisition and severance provisions described above.

Dissenters’ Rights of Appraisal.  A federal regulation which is applicable to Alliance Bancorp generally provides that a shareholder of a federally-chartered savings and loan holding company which engages in a merger, consolidation or sale of all or substantially all of its assets shall have the right to demand from such institution payment of the fair or appraised value of his or her stock in the institution, subject to specified procedural requirements. This regulation also provides, however, that the shareholders of a federally-chartered savings and loan holding company which is listed on a national securities exchange or quoted on NASDAQ are not entitled to dissenters’ rights in connection with a merger if the shareholder is required to accept only “qualified consideration” for his or her stock, which is defined to include cash, shares of stock of any institution or corporation which at the effective date of the merger will be listed on a national securities exchange or quoted on NASDAQ or any combination of such shares of stock and cash.

After the conversion and reorganization, the rights of appraisal of dissenting shareholders of Alliance Bancorp-New will be governed by Pennsylvania law. Pursuant to the PBCL, a shareholder of a Pennsylvania corporation generally has the right to dissent from any merger or consolidation involving the corporation or sale of all or substantially all of the corporation’s assets, and to obtain fair value for his shares, subject to specified procedural requirements. However, no such appraisal rights are generally available for shares which are listed on a national securities exchange or held of record by more than 2,000 shareholders, provided that such exception will not apply and dissenters’ rights will be available in the case of (a) shares converted by a plan if the shares are not converted solely into shares of the acquiring, surviving, new or other corporation or

40

solely into such shares and money in lieu of fractional shares, (b) shares of any preferred class unless the articles, the plan or the terms of the transaction entitle all shareholders of the class to vote thereon and require for the adoption of the plan or the effectuation of the transaction the affirmative vote of a majority of the votes cast by all shareholders of the class, or (c) shares of the same class which are classified and treated differently and receive special treatment in the transaction and such special treatment is not approved by a vote of the majority of the shares of each group that is to receive such special treatment. Alliance Bancorp currently has approximately 530 shareholders of record and its common stock is listed on the NASDAQ Global Market. Following, the conversion and offering, it is expected that the common stock of Alliance Bancorp-New will be listed on the NASDAQ Global Market.

Amendment of Governing Instruments.  No amendment of the current charter of Alliance Bancorp may be made unless it is first proposed by the board of directors, then preliminarily approved by the Office of Thrift Supervision, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. The articles of incorporation of Alliance Bancorp-New generally provide that no amendment of the articles of incorporation may be made unless it is first approved by the board of directors and thereafter approved by the holders of a majority of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the preferred stock as may be required by the provisions of any series thereof, provided, however, any amendment which is inconsistent with Articles VI (directors), VII (meetings of shareholders, actions without a meeting), VIII (liability of directors and officers), IX (restrictions on offers and acquisitions), XI (shareholder approval of mergers and other actions) and XII (amendments to the articles of incorporation and bylaws) must be approved by the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon unless approved by the affirmative vote of 80% of the directors of Alliance Bancorp-New then in office.

The current bylaws of Alliance Bancorp may be amended by a majority vote of the full board of directors or by a majority vote of the votes cast by the shareholders at any legal meeting. The bylaws of Alliance Bancorp-New may similarly be amended by the majority vote of the full board of directors at a regular or special meeting of the board of directors or by a majority vote of the shares entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote the preferred stock as may be required by the provisions of any series thereof, provided, however, that the shareholder vote requirement for any amendment to the bylaws which is inconsistent with Sections 2.10 (shareholder proposals), 3.1 (number of directors and powers), 3.2 (classifications and terms of directors), 3.3 (director vacancies), 3.4 (removal of directors) and 3.12 (nominations of directors) and Article VI (indemnification) is the affirmative vote of the holders of not less than 75% of the voting power of the shares entitled to vote thereon.

RESTRICTIONS ON ACQUISITION OF ALLIANCE BANCORP-NEW AND
ALLIANCE BANK AND RELATED ANTI-TAKEOVER PROVISIONS

Restrictions in the Articles of Incorporation and Bylaws of Alliance Bancorp-New and Pennsylvania Law

Certain provisions of the articles of incorporation and bylaws of Alliance Bancorp-New and Pennsylvania law which deal with matters of corporate governance and rights of shareholders might be deemed to have a potential anti-takeover effect. Provisions in the articles of incorporation and bylaws of Alliance Bancorp-New provide, among other things,

•  that the board of directors shall be divided into classes with only one-third of its directors standing for reelection each year;

•  that special meetings of shareholders may only be called by the board of directors;

•  that shareholders generally must provide Alliance Bancorp-New advance notice of shareholder proposals and nominations for director and provide certain specified related information in the proposal;

•  that any merger or similar transaction be approved by a super-majority vote (75%) of shareholders entitled to vote unless it has previously been approved by at least two-thirds of the directors;

41

•  that no person may acquire more than 10% of the issued and outstanding shares of any class of equity securities of Alliance Bancorp-New; and

•  the board of directors shall have the authority to issue shares of authorized but unissued common stock and preferred stock and to establish the terms of any one or more series of preferred stock, including voting rights.

Provisions of the PBCL applicable to Alliance Bancorp-New provide, among other things, that

•  Alliance Bancorp-New may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the five-year period after the interested shareholder became such except under certain specified circumstances,

•  holders of common stock may object to a “control transaction” involving Alliance Bancorp-New, generally defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation, and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group,” and

•  any “profit,” as defined, realized by any person or group who is or was a “controlling person or group” with respect to Alliance Bancorp from the disposition of any equity securities to any person shall belong to and be recoverable by Alliance Bancorp-New when the profit is realized in a specified manner.

For a discussion of these and other provisions of the PBCL and the articles of incorporation and bylaws of Alliance Bancorp-New, see “Comparison of Shareholders’ Rights.”

The foregoing provisions of the articles of incorporation and bylaws of Alliance Bancorp-New and Pennsylvania law could have the effect of discouraging an acquisition of Alliance Bancorp-New or stock purchases in furtherance of an acquisition, and could accordingly, under certain circumstances, discourage transactions which might otherwise have a favorable effect on the price of the common stock.

In addition, certain provisions of the proposed stock option plan and stock recognition and retention plan of Alliance Bancorp-New, each of which will not be implemented prior to the receipt of shareholder approval provide for accelerated benefits to participants in the event of a change in control of Alliance Bancorp-New or Alliance Bank, as applicable. See “Management — Executive Compensation” and “— New Benefit Plans.” In addition, certain employment agreements to which Alliance Bank is a party provide for specified benefits in the event of a change in control. See “Management — Executive Compensation — Employment Agreements.” The foregoing provisions and limitations may make it more costly for companies or persons to acquire control of Alliance Bancorp-New.

The board of directors believes that the provisions described above are prudent and will reduce vulnerability to takeover attempts and certain other transactions that are not negotiated with and approved by the board of directors. The board of directors believes that these provisions are in the best interests of Alliance Bancorp-New us and its future shareholders. In the board of directors’ judgment, the board of directors is in the best position to determine the corporation’s true value and to negotiate more effectively for what may be in the best interests of its shareholders. Accordingly, the board of directors believes that it is in the best interests of Alliance Bancorp-New and the best interests of its future shareholders to encourage potential acquirors to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts. It is also the board of directors’ view that these provisions should not discourage persons from proposing a merger or other transaction at prices reflective of the corporation’s true value and where the transaction is in the best interests of all shareholders.

Regulatory Restrictions

The Change in Bank Control Act provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a savings institution unless the Office of Thrift Supervision has been given 60 days’ prior written notice. The Home Owners’ Loan Act provides that no company may acquire “control” of a savings institution without the prior approval of the Office of Thrift

42

Supervision. Any company that acquires such control becomes a thrift holding company subject to registration, examination and regulation by the Office of Thrift Supervision. Pursuant to federal regulations, control of a savings institution is conclusively deemed to have been acquired by, among other things, the acquisition of more than 25% of any class of voting stock of the institution or the ability to control the election of a majority of the directors of an institution. Moreover, control is presumed to have been acquired, subject to rebuttal, upon the acquisition of more than 10% of any class of voting stock, or of more than 25% of any class of stock, of a savings institution where certain enumerated “control factors” are also present in the acquisition. The Office of Thrift Supervision may prohibit an acquisition if (a) it would result in a monopoly or substantially lessen competition, (b) the financial condition of the acquiring person might jeopardize the financial stability of the institution, or (c) the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or of the public to permit the acquisition of control by such person. The foregoing restrictions do not apply to the acquisition of a savings institution’s capital stock by one or more tax-qualified employee stock benefit plans, provided that the plan or plans do not have beneficial ownership in the aggregate of more than 25% of any class of equity security of the savings institution.

During the conversion and for three years following the conversion and reorganization, Office of Thrift Supervision regulations prohibit any person from acquiring, either directly or indirectly, or making an offer to acquire more than 10% of the stock of any converted savings institution, such as Alliance Bank, without the prior written approval of the Office of Thrift Supervision, except for

•  any offer with a view toward public resale made exclusively to the institution or to underwriters or a selling group acting on its behalf;

•  offers that if consummated would not result in the acquisition by such person during the preceding 12-month period of more than 1% of such stock;

•  offers in the aggregate for up to 24.9% by the employee stock ownership plan or other tax-qualified plans of Alliance Bancorp-New or Alliance Bank; and

•  an offer to acquire or acquisition of beneficial ownership of more than 10% of the common stock of the savings institution by a corporation whose ownership is or will be substantially the same as the ownership of the savings institution, provided that the offer or acquisition is made more than one year following the date of completion of the conversion and reorganization.

Such prohibition also is applicable to the acquisition of the common stock of Alliance Bancorp-New. In the event that any person, directly or indirectly, violates this regulation, the securities beneficially owned by such person in excess of 10% 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 a vote of shareholders. The definition of beneficial ownership for this regulation extends to persons holding revocable or irrevocable proxies for an institution’s stock under circumstances that give rise to a conclusive or rebuttable determination of control under Office of Thrift Supervision regulations.

In addition, provisions of the Pennsylvania Banking Code prohibit any person from acquiring or making a proposal to acquire the voting rights of more than 10% of the issued and outstanding shares of the voting stock of Alliance Bancorp-New without filing an application with, and receiving prior approval from, the Pennsylvania Department of Banking.

In addition to the foregoing, the plan of conversion and reorganization prohibits any person, prior to the completion of the conversion and reorganization, from offering, or making an announcement of an intention to make an offer, to purchase subscription rights or common stock. See “The Conversion and Offering — Restrictions on Transfer of Subscription Rights and Shares.”

DESCRIPTION OF OUR CAPITAL STOCK

[Identical to the same section in the offering prospectus]

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EXPERTS

[Identical to the same section in the offering prospectus]

TRANSFER AGENT, EXCHANGE AGENT AND REGISTRAR

[Identical to the same section in the offering prospectus]

LEGAL AND TAX OPINIONS

[Identical to the same section in the offering prospectus]

REGISTRATION REQUIREMENTS

[Identical to the same section in the offering prospectus]

WHERE YOU CAN FIND ADDITIONAL INFORMATION

[Identical to the same section in the offering prospectus]

SHAREHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING

Any proposal which a shareholder wishes to have included in the proxy solicitation materials to be used in connection with the next annual meeting of shareholders of Alliance Bancorp, which is expected to be held in April 2011 in the event that the conversion and offering is not consummated must be received at the main office of Alliance Bancorp no later than November 25, 2010. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the form of proxy issued for the next annual meeting of shareholders. It is urged that any such proposals be sent by certified mail, return receipt requested.

To the extent the conversion and offering is not consummated before 2011 annual meeting of shareholders, shareholder proposals which are not submitted for inclusion in Alliance Bancorp’s proxy materials pursuant to Rule 14a-8 under the Exchange Act may be brought before an annual meeting pursuant to Article VII, Section 15 of Alliance Bancorp’s bylaws, which provides that any new business to be taken up at the annual meeting must be stated in writing and filed with the corporate secretary at least five days before the date of the annual meeting.

Following consummation of the conversion and offering, the bylaws of Alliance Bancorp-New will govern the procedures for shareholder proposals for business to be considered at an annual meeting of shareholders of Alliance Bancorp-New. For business to be properly brought before an annual meeting by a shareholder, the shareholder must give timely notice thereof in writing to the corporate secretary of Alliance Bancorp-New. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of Alliance Bancorp-New not later than 120 days prior to the anniversary date of the mailing of proxy materials in connection with the immediately preceding annual meeting of shareholders, or, in the case of the first annual meeting of shareholders following the conversion and reorganization, January 31, 2011. The bylaws also require that the notice must contain certain information in order to be considered.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

[Identical to the same section in the offering prospectus]

44

PROSPECTUS SUPPLEMENT

ALLIANCE BANCORP, INC. OF PENNSYLVANIA

Alliance Bank Profit Sharing/401(k) Plan

(Participation Interests in up to 318,019 shares of common stock of
Alliance Bancorp, Inc. of Pennsylvania)

This prospectus supplement is being provided to employees of Alliance Bank who are participants in the Alliance Bank Profit Sharing/401(k) Plan (the “Plan”). This supplement relates to the election by Plan participants to invest all or a part of their Plan accounts in the common stock of Alliance Bancorp, Inc. of Pennsylvania, a newly organized corporation which is incorporated in the Commonwealth of Pennsylvania (“Alliance Bancorp-New”).

Alliance Mutual Holding Company is reorganizing from the mutual to stock form of organization. In connection with the conversion, the common stock of the existing federally chartered mid-tier holding company for Alliance Bank, which is also known as Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp”) held by existing stockholders other than Alliance Mutual Holding Company will be exchanged for shares of common stock of Alliance Bancorp-New. In addition, Alliance Bancorp-New is offering shares of its common stock for sale at a purchase price of $10.00 per share.

As a participant in the Plan, you may direct the trustee to use the monies held in your individual Plan account to purchase shares of Alliance Bancorp-New common stock in its offering by transferring amounts currently allocated to your account under the Plan to the employer stock fund (other than amounts you presently have invested in the employer stock fund), subject to the limitations and other conditions of such offering. Because the Plan actually purchases the shares, you will acquire a “participation interest” in the shares and not own the shares directly.

The prospectus dated           2010 of Alliance Bancorp-New, which is attached to this prospectus supplement, includes detailed information with respect to Alliance Bancorp-New, Alliance Bancorp, Alliance Mutual Holding Company, Alliance Bank and the offering of Alliance Bancorp-New common stock. This prospectus supplement should be read only in conjunction with the attached prospectus.

For a discussion of certain factors you should consider before investing, see “Restrictions on Resale” at page S-12 in this prospectus supplement and “Risk Factors” beginning on page 20 in the prospectus.

Neither the Securities and Exchange Commission nor any state or federal agency has approved these securities or determined that this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The participation interests are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This type of investment involves risk and you may lose some or all of your investment.

The date of this prospectus supplement is           2010.

TABLE OF CONTENTS

	Page
THE OFFERING		S-1
Summary of the Reorganization		S-1
Securities Offered		S-1
Election to Purchase Common Stock in the Offering; Priorities		S-1
How to Use Plan Funds and Funds Held Outside the Plan to Invest in the Offering		S-2
Deadline for Delivery of Election Form		S-2
Irrevocability of Election to Participate in the Offering		S-2
Direction to Purchase Common Stock After the Offering		S-2
Purchase Price of Common Stock		S-2
Nature of a Participant’s Interest in Common Stock		S-3
DESCRIPTION OF THE PLAN		S-3
Introduction		S-3
Employee Retirement Income Security Act		S-3
Reference to Full Text of Plan		S-3
Eligibility and Participation		S-3
Contributions Under the Plan		S-4
401(k) Contributions		S-4
Roth 401(k) Contributions		S-4
After-Tax Contributions		S-4
Employer Contributions		S-4
Limitations on Contributions		S-4
Limitation on Annual Additions and Benefits		S-4
Limitation on 401(k) Plan Contributions		S-4
Limitation on Plan Contribution for Highly Compensated Employees		S-4
Top-Heavy Plan Requirements		S-5
Loans		S-5
Investment of Contributions		S-5
General		S-5
Funds		S-6
Vesting		S-8
Distributions Upon Retirement or Disability		S-8
Distribution Upon Death		S-8
Distribution Upon Termination of Employment		S-8
Non-alienation of Benefits		S-9
Reports to Plan Participants		S-9
Plan Administration		S-9
Amendment and Termination		S-9
Merger, Consolidation or Transfer		S-9

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	Page
Federal Income Tax Consequences		S-9
General		S-9
Lump-Sum Distribution		S-10
Averaging Rules		S-10
Common Stock Included in Lump-Sum Distribution		S-10
Distribution: Rollovers and Direct Transfers to Another Qualified Plan or to a Traditional or Roth IRA		S-10
ERISA and Other Qualification		S-11
Restrictions on Resale		S-11
SEC Reporting and Short-Swing Profit Liability		S-11
LEGAL OPINION		S-12
Financial Information Regarding Plan Assets		S-12

ii

THE OFFERING

Summary of the Reorganization

Alliance Mutual Holding Company is reorganizing from the mutual to the stock form of organization. Following the reorganization, Alliance Bancorp-New will be wholly-owned by the public and Alliance Bancorp-New will own all of the issued and outstanding shares of Alliance Bank common stock. You may use your Plan account to subscribe for shares of Alliance Bancorp-New as described in this prospectus supplement.

Securities Offered

The securities offered by this prospectus supplement are participation interests in the Plan. At June 30, 2010, the Plan had approximately $3.18 million in assets which approximately $3.18 million could be used to purchase up to 318,019 shares (at a purchase price of $10.00 per share) of the common stock of Alliance Bancorp-New subject to the limitations and conditions of the offering. The shares of common stock of Alliance Bancorp currently held in the Plan will be exchanged for shares of common stock of Alliance Bancorp-New pursuant to an exchange ratio, as is more fully discussed in “The Conversion and Offering” section of the prospectus. Only employees of Alliance Bank may become participants in the Plan. The common stock to be issued hereby is conditioned on the completion of the conversion and offering. Your investment in the common stock of Alliance Bancorp-New in the offering is subject to the priority purchase rights applicable to you, as set forth in the Plan of Conversion and Reorganization, and as described below. Information with regard to the Plan is contained in this prospectus supplement and information with regard to the conversion and offering and the financial condition, results of operation and business of Alliance Bancorp is contained in the attached prospectus. This prospectus supplement should be read with the attached prospectus. The address of the principal executive office of Alliance Bancorp-New and Alliance Bank is 541 Lawrence Road, Broomall, Pennsylvania 19008. The telephone number of Alliance Bank is (610) 353-2900.

Election to Purchase Common Stock in the Offering; Priorities

You may direct the transfer of all or part of the funds which represent your beneficial interest in the assets of the Plan to be invested in the employer stock fund. The Plan trustee will subscribe for common stock offered for sale in connection with the reorganization according to your directions. In the event the offering is oversubscribed, i.e., there are more orders for common stock of Alliance Bancorp-New than shares available for sale in the offering, and the Plan trustee is unable to use the full amount allocated by you to purchase common stock in the offering, depending on your purchase priority, the amount that is not invested in common stock of Alliance Bancorp-New will be returned to the other investments of the Plan pursuant to your existing investment directions. If you choose not to direct the investment of your Plan account balance to purchase shares of common stock of Alliance Bancorp-New in the offering, your Plan account balance will remain in the other investment options of the Plan as previously directed.

You are permitted to use funds allocated to your Plan account to purchase shares of common stock of Alliance Bancorp-New in the subscription offering to the extent that you fall into one of the following orders of priority:

•  Depositors of Alliance Bank with an aggregate balance of $50 or more at the close of business on June 30, 2009 get first priority;

•  Alliance Bank’s employee stock ownership plan gets second priority;

•  Depositors of Alliance Bank with an aggregate balance of $50 or more at the close of business on          , 2010 get third priority; and

•  Other depositors of Alliance Bank with an aggregate balance of $50 or more at the close of business on          , 2010 get fourth priority.

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If you do not qualify in the subscription offering, your order will be treated as a community offering order.

Common stock so purchased will be allocated to your Plan account.

The limitations on the amount of common stock that you may purchase in the offering, as described in the attached prospectus, see “The Conversion and Offering — Limitations on Common Stock Purchases,” will be calculated based on the aggregate amount directly purchased by you in the offering together with the amount purchased with funds allocated to your Plan account.

How to Use Plan Funds and Funds Held Outside the Plan to Invest in the Offering

Accompanying this prospectus supplement is a Special Investment Election Form attached as Annex A. The Special Investment Election Form will enable you to direct that all or a portion of your beneficial interest in the Plan be used to invest in the common stock of Alliance Bancorp-New. If you wish to invest all or part of your beneficial interest in the assets of the Plan in common stock of Alliance Bancorp-New issued in the offering, you should complete the Special Investment Election Form and return it to Joseph M. Vetter no later than 4:00 p.m., Eastern time on           2010. In order to purchase shares outside the Plan (in your name or through an IRA), you must complete and return a stock order form, along with payment by check or by authorizing a withdrawal from your Alliance Bank deposit account(s) to be received by the Stock Information Center no later than 4:00 p.m., Eastern time, on           2010. If you do not have a stock order form, or have other questions about purchasing stock outside the Plan, contact the Stock Information Center by calling (          )          -          .

Deadline for Delivery of Special Investment Election Form

The Special Investment Election Form must be returned to Alliance Bank, 541 Lawrence Road, Broomall Pennsylvania 19008, Attn: Joseph M. Vetter no later than 4:00 p.m. on           2010. If you do not wish to purchase the common stock of Alliance Bancorp-New in the offering through the Plan, please fill out the Special Investment Election Form and check the box for “No Election” in Section 5 of the form.

Irrevocability of Election to Participate in the Offering

After you return the investment election form, your directions to transfer amounts credited to your Plan account to purchase shares of common stock in the offering is irrevocable.

Direction to Purchase Common Stock After the Offering

After the offering, you will continue to be able to direct the investment of your plan contributions in the investment options available under the Plan, including the common stock of Alliance Bancorp-New (the percentage invested in any option must be a whole percent). You may change the allocation of your interest in the various investment options offered under the Plan at any time. Special restrictions may apply to transfers directed to or from the common stock of Alliance Bancorp-New if you are an executive officer, director or principal shareholder of Alliance Bancorp-New and are subject to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of Alliance Bancorp-New.

Purchase Price of Common Stock

The funds you allocate for the purchase of common stock in the offering will be used in full by the Plan trustee to purchase whole shares of common stock, except in the event of an oversubscription, as discussed above. The price paid for such shares of common stock in the offering will be $10.00 per share, the same price as paid by all other persons who purchase shares of common stock in the offering. You will not be charged a commission to purchase shares of common stock in the offering. You will not be permitted to purchase fractional shares of Alliance Bancorp common stock in the offering. Any cash not used to purchase

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whole shares of common stock in the offering will be reinvested in the existing investment funds of the Plan, in accordance with your then existing investment election for future contributions to the Plan.

After the offering, common stock purchased by the Plan trustee will be acquired in open market transactions or from the treasury stock account of Alliance Bancorp-New. The prices paid by the trustee for shares acquired in the open market may be higher than the $10.00 per share offering price and will be for “adequate consideration” which means the fair market value of the common stock as quoted on the Nasdaq Global Market.

Nature of a Participant’s Interest in Common Stock

The common stock will be held in the name of the Plan, as trustee, and will be allocated to your individual account under the Plan. Therefore, earnings with respect to your Plan account should not be affected by the investment designations (including investments in Alliance Bancorp-New common stock) of other participants.

DESCRIPTION OF THE PLAN

Introduction

The Plan was originally adopted by Alliance Bank effective as of July 1, 1984. The Plan is a profit sharing plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended. Alliance Bank has obtained a ruling from the IRS dated May 26, 1992 that the Plan is qualified under Section 401(a) of the Internal Revenue Code, and its related trust is tax exempt under Section 501(a) of the Internal Revenue Code.

Employee Retirement Income Security Act

The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of the Employee Retirement Income Security Act of 1974, as amended. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefits Rights) and Title II (Amendments to the Internal Revenue Code Relating to Retirement Plans) of ERISA, except the funding requirements contained in Part 3 of Title I of ERISA which by their terms do not apply to an individual account plan (other than a money purchase pension plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained under Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

Applicable federal law requires the Plan to impose substantial restrictions on your right to withdraw amounts held for your benefit under the Plan prior to the termination of your employment with Alliance Bank. A substantial federal tax penalty also may be imposed on distributions made prior to you attaining the age 591/2.

Reference to Full Text of Plan

The following is a summary of the Plan and does not contain all of the detailed information in the Plan. Copies of the Plan are available to all employees by request from Alliance Bank, 541 Lawrence Road, Broomall, Pennsylvania, 19008, Attention: Joseph M. Vetter, Director of Human Resources. You are urged to read carefully the full text of the Plan. To the extent that any conflict may exist between the terms and conditions of the Plan and the description in this prospectus supplement, the terms and conditions in the Plan shall control.

Eligibility and Participation

An employee of Alliance Bank is eligible to become a participant in the Plan after completing one year of service with Alliance Bank and attaining age 21. A year of service is defined as a twelve (12) consecutive

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month period during which an employee completes at least 1,000 hours of service with Alliance Bank. The plan year is the calendar year, January 1 to December 31.

As of June 30, 2010, there were approximately 77 employees eligible to participate in the Plan, and 49 employees participating by making elective deferral contributions.

Contributions Under the Plan

401(k) Contributions.  As a Plan participant, you are permitted to elect to reduce your compensation initially pursuant to the Alliance Bank Profit Sharing/401(k) Plan Enrollment Form and may change your contributions later by submitting a Contribution Change Form or by contacting Joseph M. Vetter at (610) 359-6940. Contribution changes are permitted once per month. The amount you elect is subject to certain restrictions and limitations, as discussed below, not to exceed $16,500 for 2010 or such higher amount as may be periodically set by the IRS and have such amount contributed to the Plan on your behalf. If you are 50 years or older, you can also make “catch up” contributions of up to $5,500 in 2010. Your pre-tax employee contributions are transferred by Alliance Bank to the trustee and credited to your Plan account. The Plan defines “compensation” as your total compensation that is subject to income tax withholding and paid to you during the year, excluding severance, income realized upon the exercise of stock options, income realized upon the vesting of restricted property or the making of an election under section 83(b) of the Internal Revenue Code. Generally, you may elect to modify the amount contributed to your Plan account, however, special restrictions apply to the employer stock fund if you are subject to Section 16 of the Securities Exchange Act of 1934.

Roth 401(k) Contributions.  Commencing July 1, 2010, you are permitted to make Roth 401(k) deferrals under the Plan. Roth 401(k) deferrals are subject to income taxes in the year of deferral. However, the deferrals, and in most cases, earnings on such deferrals, are not subject to federal income taxes when distributed to you.

After-Tax Contributions.  You are not permitted to make after-tax contributions under the Plan.

Employer Contributions.  Alliance Bank, in its sole discretion, may make a contribution matching all or some portion of your pre-tax employee contribution. Furthermore, Alliance Bank, in its sole discretion, may also make other discretionary contributions to the Plan. Alliance Bank has not elected to make matching contributions under the Plan and there can be no assurance that we will do so in the future.

Limitations on Contributions

Limitation on Annual Additions and Benefits.  Pursuant to the requirements of the Internal Revenue Code, the Plan provides that the amount of contributions and forfeitures allocated to your Plan account during any calendar year generally may not exceed the lesser of 100% of compensation for the calendar year or $49,000 (for 2010) (adjusted for increases in the cost of living as permitted by the Internal Revenue Code).

Limitation on 401(k) Plan Contributions.  By law, your total deferrals under the Plan may not exceed $16,500 for 2010, adjusted for increases in the cost of living as permitted by the Internal Revenue Code. Contributions in excess of this limitation will be included in gross income for federal income tax purposes in the year they are made. In addition, any such excess deferral will again be subject to federal income tax when distributed by the Plan, unless the excess deferral (together with any income allocable thereto) is distributed by April 15th of the following year in which the excess deferral is made. Any income on the excess deferral that is distributed by April 15th of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the taxable year in which the excess deferral is made.

Limitation on Plan Contributions for Highly Compensated Employees.  Sections 401(k) and 401(m) of the Internal Revenue Code limit the amount of salary deferrals and matching contribution that may be made to the Plan in any calendar year on behalf of highly compensated employees (as defined below) in relation to the amount of salary deferrals and matching contribution made by or on behalf of all other employees eligible to participate in the Plan. If these limitations are exceeded, the level of deferrals by highly compensated employees must be adjusted.

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In general, a highly compensated employee includes any employee who, during the calendar year or the preceding year, (1) was at any time a 5% owner (i.e., owns directly or indirectly more than 5% of the stock of Alliance Bancorp), or (2) for the preceding year had compensation from the employer in excess of $110,000 (for 2010), and if the employer so elects was in the top-group of employees for such preceding year. An employee is in the top-paid group of employees for any year if such employee is in the group consisting of the top 20% of employees when ranked on the basis of compensation paid during such year. Such dollar amounts are adjusted annually to reflect increases in the cost of living.

In order to prevent the disqualification of the Plan, any amount contributed by highly compensated employees that exceeds the average deferral limitation in any calendar year must be distributed to such highly compensated employees before the close of the following calendar year. However, the employer will be subject to a 10% excise tax on any excess contributions unless such excess contributions, either are recharacterized or are distributed before the close of the first 21/2 months following the calendar year to which such excess contributions relate.

Top-Heavy Plan Requirements.  If for any calendar year the Plan is a top-heavy plan, then Alliance Bank may be required to make certain minimum contributions to the Plan on behalf of non-key employees. In general, the Plan will be regarded 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. Key employees (for 2010) generally include any employee who, at any time during the calendar year, was (1) an officer of Alliance Bank having annual compensation in excess of $160,000 (for 2010), (2) a 5% owner of Alliance Bancorp (i.e., owns directly or indirectly more than 5% of the stock of Alliance Bancorp, or stock possessing more than 5% of the total combined voting power of all stock of Alliance Bancorp or (3) a 1% or greater owner of Alliance Bancorp having annual compensation in excess of $150,000.

Loans

You are permitted to borrow money from your account. The loan amount must be at least $1,000 and is limited to a maximum of 50% of your vested account balance, up to a maximum of $50,000. The interest rate on the loan will remain fixed for the life of the loan. You can borrow for any reason up to a maximum term of 60 months. If you are borrowing to purchase a residence, your loan may have a term of up to 180 months. You may have up to two outstanding loans at any time and refinancing is not permitted.

Investment of Contributions

General.  All amounts credited to your accounts under the Plan are held in a trust. A trustee appointed by Alliance Bank’s Board of Directors administers the trust. The Plan offers you the following investment choices:

Goldman Sachs FS Prime Obligations FST

Vanguard Short Term Investment Grade

Vanguard Balanced Index

Vanguard 500 Index Investor

American Funds Growth Fund of America R5

Neuberger Berman Mid Cap Growth Inv

Alger Small Cap Growth A Load Waived

Alliance Bancorp, Inc. of Pennsylvania Stock Fund

Vanguard Prime Money Market Inv

Metropolitan West Total Return Bond I

American Beacon Large Cap Value Inst

Thornburg Value R5

RiverSource Mid Cap Value R4

Columbia Small Cap value II Z

Thornburg International Value R5

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You are permitted to elect (in increments of 1%) to have your participation interest invested either in the common stock of Alliance Bancorp-New or among the other funds listed above.

The net gain (or loss) of the funds from investments (including interest payments, dividends, realized and unrealized gains and losses on securities, and expenses paid from the trust) will be determined at least daily during the calendar year. For purposes of such allocations, all assets of the trust are valued at their fair market value.

Funds.  The annual percentage return on these funds for the prior five years was:

Fund	2009		2008			2007		2006		2005
Goldman Sachs FS Prime Obligations FST		0.4		2.6			5.3		5.0		3.1
Vanguard Short Term Investment Grade		14.0		(4.7	)		5.9		5.0		2.2
Vanguard Balanced Index		20.1		(22.2	)		6.2		11.0		4.7
Vanguard 500 Index Investor		26.5		(37.0	)		5.4		15.6		4.8
American Funds Growth Fund of America R5		34.9		(38.9	)		11.3		11.2		14.5
Neuberger Berman Mid Cap Growth Inv		29.2		(41.0	)		21.6		14.6		13.4
Alger Small Cap Growth A Load Waived		44.4		(46.0	)		16.0		19.0		16.1
Vanguard Prime Money Market Inv		0.5		2.8			5.1		4.9		3.0
Metropolitan West Total Return Bond I		17.3		(1.3	)		6.5		7.2		3.3
American Beacon Large Cap Value Inst		27.5		(39.4	)		3.2		19.0		9.9
Thornburg Value R5		45.7		(41.4	)		6.5		22.4		—
RiverSource Mid Cap Value R4		39.9		(44.3	)		10.5		17.1		16.9
Columbia Small Cap value II Z		25.1		(33.6	)		3.0		17.0		9.0
Thornburg International Value R5		31.9		(41.7	)		28.1		26.1		—
Alliance Bancorp Employer Stock Fund		13.4		4.8			—		—		—

A brief summary of such funds is as follows:

Goldman Sachs FS Prime Obligations FST — The investment seeks to maximize current income to the extent consistent with the preservation of capital and the maintenance of liquidity. The fund invests in U.S. Government Securities, obligations of U.S. banks, commercial paper and other short-term obligations of U.S. companies, states, municipalities and other entities and repurchase agreements. It invests up to 10% of total assets in other investment companies and only invests in U.S. banks.

Vanguard Short Term Investment Grade — The investment seeks to provide current income. The fund invests at least 80% of assets in short and intermediate term corporate bonds and other corporate fixed income obligations. It typically maintains an average weighted maturity of between one and four years. The fund may also invest in U.S. government securities, bank obligations, commercial paper, repurchase agreements, and dollar-denominated foreign securities.

Vanguard Balanced Index — The fund seeks to track the performance of a broad, market-weighted bond index and a benchmark index that measures the investment return of the overall U.S. stock market. The fund employs a passive management or investment approach designed to track the performance of two benchmark indexes. With approximately 60% of assets, it seeks to track the investment performance of the MSCI^® US Broad Market index, which represents 99.5% or more of the total market capitalization of all the U.S. common stocks. The fund also seeks to track the investment performance of the Barclays Capital U.S. Aggregate Float Adjusted index with 40% of assets.

Vanguard 500 Index Investor — The investment seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks. The fund employs a passive management investment approach designed to track the performance of the Standard & Poor’s 500 index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. It invests all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

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American Funds Growth Fund of America R5 — The investment seeks capital growth by investing in common stocks. The fund invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. It may also hold cash or money market instruments. The fund may invest up to 25% of its assets in securities of issuers domiciled outside the United States.

Neuberger Berman Mid Cap Growth Inv — The investment seeks growth of capital. The fund normally invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap index at the time of purchase.

Alger Small Cap Growth A Load Waived — The investment seeks long-term capital appreciation. The fund normally invests at least 80% of net assets, plus any borrowings for investment purposes, in equity securities of companies that, at the time of purchase of the securities, have total market capitalization within the range of companies included in the Russell 2000 Growth index or the S&P Small-Cap 600 index, as reported by the indexes as of the most recent quarter-end.

Vanguard Prime Money Market Inv — The investment seeks to provide current income while maintaining liquidity and a stable share price of $1. The fund invests primarily in high-quality, short-term money market instruments, including certificates of deposit, banker’s acceptances, commercial paper, and other money market securities. To be considered high-quality, a security generally must be rated in one of the two highest credit-quality categories for short-term securities by at least two nationally recognized rating services. The fund invests more than 25% of its assets in securities issued by companies in the financial services industry.

Metropolitan West Total Return Bond I — The investment seeks to maximize long-term total return. The fund pursues its objective by investing, under normal circumstances, at least 80% of net assets in investment grade fixed income securities or unrated securities that are determined by the Adviser to be of similar quality. Up to 20% of the fund’s net assets may be invested in securities rated below investment grade. Under normal conditions, the portfolio duration is two to eight year and the dollar-weighted average maturity ranges from two to fifteen years.

American Beacon Large Cap Value Inst — The investment seeks long-term capital appreciation and current income. The fund normally invests at least 80% of its assets in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 index at the time of investment. The investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated ADRs, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges.

Thornburg Value R5 — The investment seeks long-term capital appreciation. The fund invests primarily in domestic equity securities selected on a value basis. It may also invest in foreign securities and American depositary receipts.

RiverSource Mid Cap Value R4 — The investment seeks long-term capital appreciation. The fund normally invests at least 80% of assets in equity securities of medium-sized companies whose market capitalizations at the time of purchase fall within the range of the Russell Midcap Value index. It may invest up to 25% of its assets in foreign investments. The fund may invest up to 20% of its assets in stocks of smaller or larger companies, preferreds, convertibles, or other debt securities.

Columbia Small Cap value II Z — The investment seeks long-term growth of capital. The fund normally invests at least 80% of its net assets in equity securities of companies that have market capitalizations in the range of the companies in the Russell 2000 Value Index at the time of purchase that the Advisor believes are undervalued and have the potential for long-term growth. It may invest up to 20% of total assets in foreign securities and also may invest in real estate investment trusts.

Thornburg International Value R5 — The investment seeks long-term capital appreciation. The fund normally invests at least 75% of its assets in foreign securities or depository receipts of foreign securities. It may invest in developing countries. The fund typically makes equity investments in the following three types of companies: basic value companies with well established businesses whose stock is under valued; Consistent

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earner companies when they are selling at valuations below historic norms; and Emerging franchises that are in the process of establishing a leading position in a product, service or market expecting growth at an above average rate.

Alliance Bancorp, Inc. of Pennsylvania Employer Stock Fund — The employer stock fund consists primarily of investments in common stock of Alliance Bancorp. Alliance Bancorp is a federally chartered majority-owned subsidiary of Alliance Mutual Holding Company. Following the offering, Alliance Bancorp, a federal corporation, will cease to exist, but will be succeeded by a new Pennsylvania corporation with the name Alliance Bancorp, Inc. of Pennsylvania, which will be 100% owned by its public shareholders, including Alliance Bancorp’s tax-qualified plans.

Shares of Alliance Bancorp which were held in the Alliance Bancorp employer stock fund prior to the conversion and offering will be converted into new shares of common stock of Alliance Bancorp-New, in accordance with the exchange ratio. The trustee will use all amounts reallocated to the employer stock fund in the special election to acquire shares in the conversion and common stock offering. After the offering, the trustee will, to the extent practicable, use all amounts held by it in the employer stock fund, including cash dividends paid on common stock held in the employer stock fund, to purchase shares of common stock of Alliance Bancorp-New. It is expected that all purchases will be made at prevailing market prices.

Vesting

You are always 100% vested in your pre-tax employee contributions and the earnings thereon under the Plan. However, your vested interests in any matching or other discretionary contributions allocated to your Plan account is determined in accordance with the following schedule, based on the number of years of service you complete:

Years of Service	Vested Percentage
1		20	%
2		40	%
3		60	%
4		80	%
5		100	%

If you leave Alliance Bank’s employment prior to complete vesting, you will forfeit the unvested portion of your Plan account, if any. If you are rehired within five years, you may become vested in the previously forfeited amount. The allocation of forfeitures is done as of December 31 of each year.

Distribution Upon Retirement or Disability

Upon retirement or disability, you may elect to have your vested account balance distributed in a single lump-sum payment. Payment of your benefits must generally begin no later than the April 1 following the calendar year in which you attain age 701/2 or the calendar year in which you retire.

Distribution Upon Death

If you die before your entire vested interest has been distributed, benefits will be paid to your surviving spouse in a single lump-sum payment. If you are an unmarried participant, or you are a married participant with special consent to the designation of a beneficiary other than your spouse, payment of benefits to your chosen beneficiary will be in a single lump-sum payment.

Distribution Upon Termination of Employment

After termination of employment with Alliance Bank, you are entitled to distribution of your vested Plan account upon the earlier of death, disability, or attainment of the Plan’s normal retirement age. However, you may elect to receive a distribution of your vested Plan account after termination prior to death, disability, or the attainment of the Plan’s normal retirement age.

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Non-alienation of Benefits

Except with respect to federal income tax withholdings and qualified domestic relations orders, benefits payable under the Plan shall 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 Plan shall be void.

Reports to Plan Participants

The Plan administrator will furnish to you a quarterly statement showing the balance in your Plan account as of the end of that period, the amount of contributions allocated to your Plan account for that period, and the adjustments to your account to reflect earnings or losses, distributions, loans disbursed, loan repayments and/or transfers between investment funds.

Plan Administration

Alliance Bank is the named fiduciary of the Plan for purposes of ERISA. Reliance Trust Company currently serves as trustee of the Plan’s trust. The trustee receives, holds and invests the contributions to the Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the Plan and the directions of the Plan administrator.

The Plan is administered by a Plan administrator who is one or more persons appointed by and who serve at the pleasure of Alliance Bank. Currently, the Plan administrator is Alliance Bank. The address and telephone number of the administrator is 541 Lawrence Road, Broomall, Pennsylvania 19008, 610-359-6900. The administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, and preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the IRS, and for all disclosures required to be made to participants, beneficiaries and others under ERISA.

Amendment and Termination

Alliance Bank intends to continue the Plan indefinitely. Nevertheless, Alliance Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, if you are affected by the termination you will have a fully vested interest in your Plan account. Alliance Bank reserves the right to make, from time to time, any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Alliance Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA and/or the Internal Revenue Code.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the Plan with another plan, or the transfer of the Plan trust assets to another plan, the Plan requires that each participant will (if either the Plan or the other plan were then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

Federal Income Tax Consequences

General.  The following is a brief summary of certain federal income tax aspects of the Plan. Statutory provisions are subject to change, as are their interpretations, and their application may vary in individual

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circumstances. The consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws.

As a “qualified retirement plan,” the Internal Revenue Code affords special tax treatment which includes the following: (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year; (2) participants pay no current income tax on amounts contributed by the employer on their behalf; and (3) earnings of the plan are tax-exempt thereby permitting the tax-free accumulation of income and gains on investments. The Plan will be administered to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. Alliance Bank expects that it will adopt any amendments to the Plan that may be necessary to maintain the qualified status of the Plan under the Internal Revenue Code.

You are urged to consult your tax advisors with respect to any distribution from
the Plan and transactions involving the Plan.

Lump-Sum Distribution.  A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made: (1) within one taxable year to the participant or beneficiary; (2) on account of the participant’s death, disability or separation from service, or after the participant attains age 591/2; and (3) consists of the balance to the credit of the participant under this Plan and all other profit sharing plans, if any, maintained by Alliance Bank. The portion of any lump-sum distribution that is required to be included in the participant’s or beneficiary’s taxable income for federal income tax purposes consists of the entire amount of such lump-sum distribution less the amount of after-tax contributions, if any, made by the participant to any other profit sharing plans maintained by Alliance Bank which is included in such distribution.

Averaging Rules.  The portion of the total taxable amount of a lump-sum distribution that is attributable to participation in the Plan or in any other profit-sharing plan maintained by Alliance Bank and referred to as the ordinary income portion, will be taxable generally as ordinary income for federal income tax purposes.

If you turned 50 by 1985, you may elect to have your lump-sum distribution taxed under a ten-year income averaging rule which would allow you to pay a separate tax on the lump-sum distribution that would approximate the tax (under the rates in effect in 1986) that would have been due if the distribution had been received in ten equal annual installments. You also may elect to have that portion of the lump-sum distribution attributable to your pre-1974 participation in the Plan treated as a long-term capital gain and taxed at a rate of 20%.

Common Stock Included in Lump-Sum Distribution.  If a lump-sum distribution includes our common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount will be reduced by the amount of any net unrealized appreciation with respect to such common stock, i.e., the excess of the value of such common stock at the time of the distribution over its cost to the Plan. The tax basis of such common stock to the participant or beneficiary for purposes of computing gain or loss on its subsequent sale will be the value of the 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 such common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain regardless of the holding period of such common stock. Any gain on a subsequent sale or other taxable disposition of the common stock in excess of the amount of net unrealized appreciation at the time of distribution will be considered either short-term capital gain or long-term capital gain depending upon the length of the holding period of the common stock. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of such distribution to the extent allowed by the IRS.

Distribution: Rollovers and Direct Transfers to Another Qualified Plan or to a Traditional or Roth IRA.  Virtually all distributions from the Plan may be rolled over to another qualified retirement plan or to a traditional or Roth IRA without regard to whether the distribution is a lump-sum distribution or a partial distribution. You have the right to elect to have the trustee transfer all or any portion of an “eligible rollover

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distribution” directly to another qualified plan or to a traditional or Roth IRA. If you do not elect to have an “eligible rollover distribution” transferred directly to another qualified plan or to a traditional IRA, the distribution will be subject to a mandatory federal withholding tax equal to 20% of the taxable distribution. If you roll over your distribution to a Roth IRA, the taxable amount of your distribution will be included in your taxable income in the year of the distribution. The principal types of distributions which do not constitute eligible rollover distributions are (1) an annuity type distribution made over the life expectancy of the participant (or participant and another) or for a period of 10 years or more, (2) a minimum distribution required by Section 401(a)(9) of the Internal Revenue Code, or (3) the portion of any distribution not includable in gross income, except that unrealized appreciation in employee securities can be included in an eligible rollover distribution.

ERISA and Other Qualification

As noted above, the Plan is subject to certain provisions of ERISA, and was submitted to the IRS for a determination that it is qualified under the Internal Revenue Code.

We have provided a brief description of the material federal income tax aspects of the Plan which are of general application under the Internal Revenue Code. This is not intended to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the Plan. Accordingly, you are urged to consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from Plan.

Restrictions on Resale

Any person receiving shares of Alliance Bancorp-New common stock under the Plan who is an “affiliate” of Alliance Bancorp-New as the term “affiliate” is used in Rules 144 and 405 under the Securities Act of 1933, as amended, (e.g., our directors, executive officers and substantial stockholders) may reoffer or resell such shares only pursuant to a registration statement filed under the Securities Act of 1934 assuming the availability of a registration statement, pursuant to Rule 144 or some other exemption of the registration requirements of the Securities Act of 1933. Any person who may be an “affiliate” of Alliance Bancorp-New may wish to consult with counsel before transferring any common stock he or she owns. In addition, you are advised to consult with counsel as to the applicability of Section 16 of the Securities Exchange Act of 1934 which may restrict the sale of common stock when acquired under the Plan, or other sales of common stock.

Persons who are not deemed to be our “affiliates” at the time of resale will be free to resell any shares of common stock allocated to them under the Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933 or compliance with the restrictions and conditions contained in the exemptive rules thereunder. An “affiliate” of Alliance Bancorp is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control, with Alliance Bancorp-New. Normally, a director, principal officer or major stockholder of a corporation may be deemed to be an “affiliate” of that corporation. A person who may be deemed an “affiliate” of Alliance Bancorp-New at the time of a proposed resale will be permitted to make public resales of the common stock only pursuant to a “reoffer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 under the Securities Act of 1933 or some other exemption from registration, and will not be permitted to use this prospectus in connection with any such resale. In general, the amount of the common stock which any such affiliate may publicly resell pursuant to Rule 144 in any three-month period may not exceed the greater of one percent of the common stock then outstanding or the average weekly trading volume reported on the Nasdaq Global Market during the four calendar weeks prior to the sale. Such sales may be made only through brokers without solicitation and only at a time when Alliance Bancorp is current in filing the reports required of it under the Securities Exchange Act of 1934.

SEC Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors and persons beneficially owning more than ten percent of public companies such as Alliance

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Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within ten days of becoming a person subject to the reporting requirements of Section 16(a), a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Certain changes in beneficial ownership, such as purchases, sales, gifts and participation in savings and retirement plans must be reported periodically, either on a Form 4 within two business days after a change occurs, or annually in certain limited situations, on a Form 5 within 45 days after the close of the registrant’s fiscal year. Investment in our common stock in the Plan by officers, directors and persons beneficially owning more than ten percent of the common stock must be reported to the SEC on the Forms 4 or Forms 5 filed by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934 provides for the recovery by Alliance Bancorp-New of profits realized by any officer, director or any person beneficially owning more than ten percent of the common stock resulting from the purchase and sale or sale and purchase of the common stock within any six-month period.

The SEC has adopted rules that provide exemption from the profit recovery provisions of Section 16(b) for participant-directed employer security transactions within an employee benefit plan, such as the Plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of section 16(b) persons.

Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases of units within the Employer Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

Financial information representing the assets available for Plan benefits at December 31, 2009, is available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of the common stock will be passed upon by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D. C., which firm acted as special counsel for Alliance Bancorp-New, Alliance Bancorp, Alliance Mutual Holding Company and Alliance Bank in connection with the reorganization and offering.

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ANNEX A

ALLIANCE BANK PROFIT SHARING/401(k) PLAN
Special Investment Election Form

Name of Plan Participant:           Social Security Number:          

1. INSTRUCTIONS.  This Special Investment Election Form provides your directions to sell certain investments in your Alliance Bank Profit Sharing/401(k) Plan account (except those already invested in the employer stock fund) for the purpose of purchasing the common stock of Alliance Bancorp-New in connection with the mutual to stock conversion and reorganization of Alliance Mutual Holding Company and issuance of common stock by Alliance Bancorp-New.

To direct the investment of all or part of the funds credited to your account to the employer stock fund of Alliance Bancorp-New, you should complete and submit this form to Joseph M. Vetter, Director of Human Resources, no later than 4:00 p.m. on           2010. A representative for Alliance Bank will retain a copy of this form and return a copy to you. If you need any assistance in completing this form, please contact Joseph M. Vetter at (610) 359-6940. If you do not complete and return this form to Alliance Bank by 4:00 p.m. on           2010, the funds credited to your account under the Plan will continue to be invested in accordance with your prior investment directions.

2. INVESTMENT DIRECTIONS.  As directed below, I hereby authorize the sale of the funds currently credited to my account and the purchase of common stock of Alliance Bancorp-New with such proceeds. The total dollar amount transferred from existing investment funds must be in increments of $10. For example, you may transfer $1,000 or $1,010, but you may not transfer $1,001 or $1,011. No later than the end of the subscription and community offering period (and if applicable, any syndicated community offering), the amount that you elect to transfer from your existing account balances for the purchase of Alliance Bancorp-New common stock in the stock offering will be removed from your existing account and transferred to a money market fund pending the closing of the stock offering. Following the offering period, we will determine whether all or a portion of your order will be filled. If the value of the fund(s) you select is insufficient to cover your order, then your order will be reduced accordingly. Your investment directions are subject to market risk.

Plan Investment Funds	Dollar Amount
Goldman Sachs FS Prime Obligations FST	Sell $
Vanguard Short Term Investment Grade	Sell $
Vanguard Balanced Index	Sell $
Vanguard 500 Index Investor	Sell $
American Funds Growth Fund of America R5	Sell $
Neuberger Berman Mid Cap Growth Inv	Sell $
Alger Small Cap Growth A Load Waived	Sell $
Vanguard Prime Money Market Inv	Sell $
Metropolitan West Total Return Bond I	Sell $
American Beacon Large Cap Value Inst	Sell $
Thornburg Value R5	Sell $
RiverSource Mid Cap Value R4	Sell $
Columbia Small Cap value II Z	Sell $
Thornburg International Value R5	Sell $
	Total $

3. PURCHASER INFORMATION.  If you are an Eligible Account Holder or Supplemental Eligible Account Holder, as indicated below, you can direct your current balances in the Plan to purchase the common stock of Alliance Bancorp-New. To the extent your order cannot be filled with common stock of Alliance

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Bancorp-New, the amount (including earnings, if any) not used to purchase common stock will be transferred and reinvested in the existing investment funds of the Plan, in accordance with your then existing investment election for future contributions to the Plan. Please contact Joseph M. Vetter at (610) 359-6940 for more information. Please indicate your status.

a. o  Eligible Account Holder — Check here if you were a depositor with $50.00 or more on deposit with Alliance Bank as of June 30, 2009.

b. o  Supplemental Eligible Account Holder — Check here if you were a depositor with $50.00 or more on deposit with Alliance Bank as of           2010, but are not an Eligible Account Holder.

4. PURCHASE LIMITATIONS.  The following restrictions apply to the aggregate number of shares you may request to purchase in the reorganization and stock offering, including your purchases in the Plan:

•  Minimum number of shares: 25 shares ($250)

•  Maximum number of shares (subject to certain adjustments): 50,000 shares ($500,000)

•  Maximum number of shares for associates or group: 100,000 shares ($1,000,000)

•  Maximum number of shares for associates or groups including shares of Alliance Bancorp currently owned: 5.0% of the total shares of common stock outstanding upon completion of the conversion and offering

See “The Offering — Limitations on Common Stock Purchases” in the accompanying prospectus for more information.

5. INVESTMENT ELECTION.  I, the undersigned participant in the Plan, make the following investment election (complete the boxes below if you choose to purchase shares in the offering, or mark the “No Election” box with an “X” and sign where indicated if you do not wish to purchase shares in the offering):

Number of Shares of Alliance Bancorp	Price Per Share	Total Amount Due from Page A-1
	X $10.00 =

o  No Election.  I elect not to purchase shares of Alliance Bancorp common stock in the offering through the Plan.

6. ACKNOWLEDGMENT OF PARTICIPANT.  I understand that this Special Investment Election Form shall be subject to all of the terms and conditions of the Alliance Bank Profit Sharing/401(k) Plan and the Plan of Conversion and Reorganization of Alliance Mutual Holding Company. I acknowledge that I have received a copy of the prospectus and the prospectus supplement.

ACKNOWLEDGMENT OF ELECTION BY PARTICIPANT AND RECEIPT BY EMPLOYER:

By: ­ ­
	Signature of Participant
Date:	Date:

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution.

Filing fees (OTS, Nasdaq, FINRA, Pennsylvania and SEC)*	$	100,000
Printing, postage, mailing and EDGAR expenses		250,000
Legal fees		400,000
Accounting fees and expenses		125,000
Appraiser’s fees and expenses		55,000
Business plan fees and expenses		45,000
Marketing agent expenses (including legal fees)(1)		185,000
Records agent fees and expenses		30,000
Transfer agent fees and expenses		17,500
Certificate printing		12,500
Miscellaneous		20,000
Total	$	1,240,000

*

Estimated

(1)

In addition to the foregoing expenses, Stifel, Nicolaus & Company, Incorporated will receive fees based on the number of shares sold in the conversion and offering. Based upon the assumptions and the information set forth under “Pro Forma Data” and “The Conversion and Offering — Marketing Arrangements” in the Prospectus, it is estimated that such fees will be $1.0 million, $1.2 million, $1.4 million and $1.6 million at the minimum, minimum, midpoint, maximum and maximum, as adjusted, of the offering range, respectively.

Item 14.   Indemnification of Directors and Officers.

Article VI of the Registrant’s Bylaws provides as follows:

6.1 Indemnification in Third Party Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.

6.2 Indemnification in Derivative Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action or suit.

6.3 Procedure for Effecting Indemnification.  Indemnification under Sections 6.1 or 6.2 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for

II-1

indemnification is determined by the court in which the action was brought or by any other appropriate court to have constituted willful misconduct or recklessness.

6.4 Advancing Expenses.  Expenses incurred by a person who may be indemnified under Section 6.1 or 6.2 shall be paid by the Corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation.

6.5 Indemnification of Employees, Agents and Other Representatives.  The Corporation may, at the discretion and the extent determined by the Board of Directors of the Corporation, (i) indemnify any person who neither is nor was a director or officer of the Corporation but who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the Corporation), by reason of the fact that the person is or was an employee, agent or other representative of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 6.4.

6.6 Other Rights.  The indemnification and advancement of expenses provided by or pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or directors, or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

6.7 Insurance.  The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.

6.8 Security Fund; Indemnity Agreements.  By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees, and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article VI.

6.9  Modification.  The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article VI shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article VI, and no amendment or termination of any trust fund or other fund created pursuant to Section 6.8 hereof, shall alter to the detriment of such person the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal, or termination.

6.10 Proceedings Initiated by Indemnified Persons.  Notwithstanding any other provision in this Article VI, the Corporation shall not indemnify a director, officer, employee, or agent for any liability incurred in an action, suit, or proceeding initiated by (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit, or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors then in office.

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6.11 Savings Clause.  If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, and agent of the Corporation as to costs, charges, and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

If the laws of the Commonwealth of Pennsylvania are amended to permit further indemnification of the directors, officers, employees, and agents of the Corporation, then the Corporation shall indemnify such persons to the fullest extent permitted by law. Any repeal or modification of this Article VI by the Board of Directors or the shareholders of the Corporation shall not adversely affect any right or protection of a director, officer, employee, or agent existing at the time of such repeal or modification.

Alliance Bancorp, Inc. of Pennsylvania maintains directors’ and officers’ liability insurance policies providing for the insurance on behalf of any person who is or was a director or officer of Alliance Bancorp, Inc. of Pennsylvania and subsidiary companies against any liability incurred by him or her in any such capacity or arising out of his or her status as such. The policy contains various reporting requirements and exclusions.

The Federal Deposit Insurance Act (the “FDI Act”) provides that the FDIC may prohibit or limit, by regulation or order, payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution, or others who are or were “institution-affiliated parties,” as defined under the FDI Act, in order to pay or reimburse such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order against the person. FDIC regulations prohibit, subject to certain exceptions, insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees from any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee.

Item 15.   Recent Sales of Unregistered Securities

Not applicable.

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)

No.			Description
	1	.1	Form of Agency Agreement with Stifel, Nicolaus & Company, Incorporated(1)
	1	.2	Engagement Letter with Stifel, Nicolaus & Company, Incorporated
	2	.1	Plan of Conversion and Reorganization
	3	.1	Articles of Incorporation of Alliance Bancorp, Inc. of Pennsylvania
	3	.2	Bylaws of Alliance Bancorp, Inc. of Pennsylvania
	4	.0	Form of Stock Certificate of Alliance Bancorp, Inc. of Pennsylvania
	5	.0	Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality(1)
	8	.1	Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: Federal tax matters
	8	.2	Opinion of ParenteBeard LLP re: Pennsylvania tax matters(1)
	10	.1	Alliance Mutual Holding Company Amended and Restated Directors Retirement Plan(2)
	10	.2	Greater Delaware Valley Savings d/b/a Alliance Bank Supplemental Executive Retirement Plan 409A Restatement(2)

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No.			Description
	10	.3	Greater Delaware Valley Savings d/b/a Alliance Bank Endorsement Split Dollar Insurance Agreement(3)
	10	.4	Amended and Restated Employment Agreement, dated May 21, 2008, between Alliance Bank and Dennis D. Cirucci(4)
	10	.5	Amended and Restated Employment Agreement, dated May 21, 2008, between Alliance Bank and Peter J. Meier(4)
	10	.6	Amended and Restated Employment Agreement, dated May 21, 2008, between Alliance Bank and Suzanne J. Ricci(4)
	23	.1	Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.0 and Exhibit 8.1, respectively)
	23	.2	Consent of ParenteBeard LLP
	23	.3	Consent of RP Financial, LC
	24	.0	Power of Attorney (included in Signature Page of this Registration Statement)
	99	.1	Subscription Order Form and Instructions(1)
	99	.2	Additional Solicitation Material(1)
	99	.3	Appraisal Report of RP Financial, LC
	99	.4	Letter of RP Financial, LC regarding subscription rights
	99	.5	Letter of RP Financial, LC regarding liquidation rights

(1)	To be filed by amendment.
(2)	Incorporated herein by reference from the Current Report on Form 8-K of Alliance Bancorp, Inc. of Pennsylvania (File No. 001-33189) filed with the Securities and Exchange Commission on December 18, 2008.
(3)	Incorporated herein by reference from the Registration Statement on Form S-1 of Alliance Bancorp, Inc. of Pennsylvania (File No. 333-136853) filed with the Securities and Exchange Commission filed on August 23, 2006, as amended.
(4)	Incorporated herein by reference from the Current Report on Form 8K of Alliance Bancorp, Inc. of Pennsylvania (File No. 001-33189) filed with the Securities and Exchange Commission on May 23, 2008.

(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 foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed 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 20 percent 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;

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(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.

(7) 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 of 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 Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Broomall, Pennsylvania on September 14, 2010.

ALLIANCE BANCORP, INC. OF PENNSYLVANIA

By:  /s/  Dennis D. Cirucci

Dennis D. Cirucci

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. Each person whose signature appears below hereby makes, constitutes and appoints Dennis D. Cirucci, his true and lawful attorney, with full power to sign for each person and in such person’s name and capacity indicated below, and with full power of substitution, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.

Name	Title	Date
/s/  Dennis D. Cirucci Dennis D. Cirucci	President and Chief Executive Officer (principal executive officer)	September 14, 2010
/s/  Peter J. Meier Peter J. Meier	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	September 14, 2010
/s/  William E. Hecht William E. Hecht	Chairman of the Board	September 14, 2010
/s/  J. William Cotter, Jr. J. William Cotter, Jr.	Director	September 14, 2010
/s/  John A. Raggi John A. Raggi	Director	September 14, 2010
/s/  Philip K. Stonier Philip K. Stonier	Director	September 14, 2010
/s/  G. Bradley Rainer G. Bradley Rainer	Director	September 14, 2010
/s/  R. Cheston Woolard R. Cheston Woolard	Director	September 14, 2010
/s/  Timothy E. Flatley Timothy E. Flatley	Director	September 14, 2010

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EX-1.2

Exhibit 1.2

CONFIDENTIAL

July 15, 2010

Mr. Dennis Cirucci
President & Chief Executive Officer
Alliance MHC
Alliance Bancorp, Inc. of Pennsylvania
Alliance Bank
541 Lawrence Road
Broomall, PA 19008

Re: Proposed Second Step Conversion — Advisory, Administrative and Marketing Services

Dear Mr. Cirucci:

Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between Stifel Nicolaus and Alliance Bancorp, Inc. of Pennsylvania (the “Company”) and Alliance Mutual Holding Company (the “MHC”) in connection with the proposed elimination of the MHC and sale of the portion of the common stock of the Company currently held by the MHC (the “second step stock offering”).

1. BACKGROUND ON STIFEL NICOLAUS

Stifel Nicolaus is a full service brokerage and investment banking firm established in 1890. Stifel Nicolaus is a registered broker-dealer with the Securities and Exchange Commission (“SEC”), and is a member of the New York Stock Exchange, Inc., Financial Industry Regulatory Authority (“FINRA”), the Securities Industry and Financial Markets Association and the Securities Investor Protection Corporation. Stifel Nicolaus has built a national reputation as a leading full service investment bank to both public and private financial institutions.

2. SECOND STEP CONVERSION AND OFFERING

The Company has approved a Plan of Conversion and Reorganization (the “Plan”) whereby the Company and the MHC are proposing to convert from partial to full public ownership (the “Conversion”), selling shares of common stock of the Company held by the MHC (the “Common Stock”) in a subscription offering with any remaining shares sold in a concurrent community offering and any syndicated community offering or underwritten public offering (collectively the “Offering”). The aggregate value of shares of Common Stock sold in the Offering will be calculated as the final independent appraisal multiplied by the majority ownership of the MHC. Stifel Nicolaus

Stifel, Nicolaus & Company, Incorporated 1600 Market Street, Suite 1210, Philadelphia, Pennsylvania 19103 | (215) 861-7150 | (215) 861-7149 (fax) | www.Stifel.com
Member SIPC and NYSE

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Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

proposes to act as conversion advisor to the Company and the MHC with respect to the Conversion and Offering and as marketing agent with respect to the Offering. Specific terms of services shall be set forth in an agency agreement, in the case of the subscription and community offering and a syndicated community offering or, if appropriate, a public underwriting agreement (together, the “Definitive Agreement”) between Stifel Nicolaus and the Company. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by Stifel Nicolaus and the Company.

3. SERVICES TO BE PROVIDED BY STIFEL NICOLAUS

Stifel Nicolaus will provide and coordinate certain advisory, administrative and marketing services in connection with the Offering.

a.	Advisory Services — Stifel Nicolaus will work with the Company and its counsel to evaluate financial, marketing and regulatory issues.
	Our advisory services include:

• Advice with respect to business planning issues in preparation for a public offering;

• Advice with respect to the choice of charter and form of organization;

• Review and advice with respect to the Plan (e.g. sizes of benefit plan purchases; maximum purchase limits for investors);

• Review and input with respect to the business plan to be prepared in connection with the Conversion and Offering;

• Discussion of the appraisal process and analysis of the appraisal with the Board of Directors and management;

• Participation in drafting the offering disclosure documents and any proxy materials, and assistance in obtaining all requisite regulatory approvals;

• Developing a marketing plan for the subscription and community offerings, considering various sales method options, including direct mail, advertising, community meetings and telephone solicitation;

• Working with the Company to provide specifications and assistance (including recommendations) in selecting certain other professionals that will perform functions in connection with the Conversion and Offering process. Fees and expenses of financial printers, transfer agent and other service providers will be borne by the Company, subject to agreements between the Company and the service providers;

• Developing a depositor proxy solicitation plan;

• Developing a strategy for the subscription and community offering, including the location of the Stock Information Center (the “Center”);

• Assist the company in drafting marketing materials including press releases, letters, stock order form, advertisements, and informational brochures. If a community meeting or “road show” is anticipated, we will help draft the presentation; and

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Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

• After consulting with management, determine whether and when to conduct a syndicated community offering through assembling a group of selected broker/dealers (including Stifel Nicolaus) to sell stock remaining after the community offering, on a best-effort basis. Alternatively, consulting with management, as it relates to a firm commitment public underwriting, involving Stifel Nicolaus and other broker/dealers.

b.	Administrative Services and Stock Information Center Management — Stifel Nicolaus will manage substantially all aspects of the Offering and depositor vote processes. The Center centralizes all data and work effort relating to the Offering.
	Our administrative services include the following:

• Providing experienced Stifel Nicolaus FINRA registered representatives to manage and supervise the Center;

• Administering the Center. All substantive investor related matters will be handled by employees of Stifel Nicolaus;

• Training and supervising Center staff assisting with order processing;

• Preparing procedures for processing stock orders and cash, and for handling requests for information;

• Educating the Company’s directors, officers and employees about the Offering, their roles and relevant securities laws;

• Educating branch managers and customer-contact employees on the proper response to stock purchase inquiries;

• Preparing daily sales reports for management and ensure funds received balance to such reports;

• Coordinating functions with the printer, transfer agent, stock certificate printer and other professionals;

• Coordinating with the Company’s stock exchange and the Depository Trust Company to ensure a smooth closing and orderly stock trading;

• Designing and implementing procedures for facilitating orders within IRA and Keogh accounts; and

• Providing post-offering subscriber assistance and management of the pro-ration process, in the event orders exceed shares available in the Offering.

c.	Securities Marketing Services — Stifel Nicolaus uses various sales techniques including direct mail, advertising, community investor meetings, telephone solicitation, and if necessary, assembling a selling group of broker-dealers for a syndicated community offering.
	Our securities marketing services include:

• The Stifel Nicolaus registered representatives at the Center will seek to manage the sales function and, if applicable, will solicit orders from the prospects described above;

• If applicable, assisting management in developing a list of potential investors who are viewed as priority prospects;

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Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

• Responding to investment-related and other questions regarding information in the Offering disclosure documents provided to potential investors;

• If the sales plan calls for community meetings, participating in them;

• Continually advising management on market conditions and the customers/ community’s responsiveness to the Offering;

• In case of a best-efforts syndicated community offering, managing the selling group. Alternatively, managing the underwriters participating in a firm commitment underwritten public offering. In either case, we will prepare broker “fact sheets” and arrange “road shows” for the purpose of generating interest in the stock and informing the brokerage community of the particulars of the Offering; and

• Coordinating efforts to maximize after-market support and Company sponsorship.

4. COMPENSATION

For its services hereunder, the Company will pay to Stifel Nicolaus the following compensation:

a.	An advisory and administrative fee of $30,000 in connection with the advisory and administrative services; the administrative and advisory fee shall be payable as follows: $15,000 upon signing this Agreement and $15,000 upon the initial filing of the Registration Statement.
b.	A fee of one percent (1.00%) of the dollar amount of the Common Stock sold in the subscription and community offerings. No fee shall be payable pursuant to this subsection in connection with the sale of stock to officers, directors, employees or immediate family of such persons (“Insiders”) and qualified and non-qualified employee benefit plans of the Company or the Insiders. “Immediate family” includes spouse, parents, siblings and children who live in the same house as the officer, director, or employee.
c.	For Common Stock sold by a group of selected dealers (including Stifel Nicolaus) pursuant to a syndicated community offering solely managed by Stifel Nicolaus (the “Selling Group”), a fee equal to one percent (1.00%) of the aggregate dollar amount of Common Stock sold in the syndicated community offering, which fee paid to Stifel Nicolaus, along with the fee payable directly by the Company to Stifel Nicolaus and other selected dealers for their sales shall not exceed six percent (6.00%) of the aggregate dollar amount of Common Stock sold, provided Stifel Nicolaus will endeavor to further limit the aggregate fees to be paid by the Company under any such selected dealers’ agreement to an amount competitive with gross underwriting discounts charged at such time. Alternatively, for stock sold pursuant to a publicly underwritten offering, the underwriting discount will not exceed six percent (6.0%) of the aggregate dollar amount of Common Stock so sold. Stifel Nicolaus will not commence sales of the Common Stock through the Selling Group without the specific prior approval of the Company.
d.	If, pursuant to a resolicitation of subscribers undertaken by the Company, Stifel Nicolaus is required to provide significant additional services, the additional compensation due will not exceed $30,000.

The above compensation, less the amount of advance payments described in subparagraph a., is to be paid to Stifel Nicolaus at the closing of the Offering.

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Alliance MHC	Page 5
Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

If (i) the Plan is abandoned or terminated by the Company and the MHC; (ii) the Offering is not consummated by June 30, 2011; (iii) Stifel Nicolaus terminates this relationship because there has been a material adverse change in the financial condition or operations of the Company since March 31, 2010; or (iv) immediately prior to commencement of the Offering, Stifel Nicolaus terminates this relationship because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the offering document or other disclosure documents or market conditions exist which might render the sale of the Common Stock inadvisable; Stifel Nicolaus shall not be entitled to the compensation set forth in subparagraph 4.b through 4.d above, but in addition to reimbursement of its reasonable out-of-pocket expenses as set forth in paragraph 8 below, Stifel Nicolaus shall be entitled to retain its fee in subparagraph 4.a above for its advisory and administrative services.

5. LOCK-UP PERIOD

The Company shall cause each director and officer of the Company to agree not to, directly or indirectly, offer, sell, transfer, pledge, assign, hypothecate or otherwise encumber any shares of Common Stock or options, warrants or other securities exercisable, convertible or exchangeable for Common Stock during the period commencing with the filing of a Registration Statement for the Offering and ending 90 days after completion of the Offering without Stifel Nicolaus’ prior written consent. In addition, except for securities issued pursuant to existing employee benefit plans in accordance with past practices or securities issued in connection with a merger or acquisition by the Company, the Company shall agree not to issue, offer to sell or sell any shares of Common Stock or options, warrants or other securities exercisable, convertible or exchangeable for Common Stock without Stifel Nicolaus’ prior written consent for a period of 90 days after completion of the Offering.

6. MARKET MAKING

Stifel Nicolaus agrees to use its best efforts to maintain a market after the Offering and to solicit other broker-dealers to make a market in the Common Stock at the conclusion of the Offering.

7. DOCUMENTS AND INFORMATION TO BE SUPPLIED

The Company and its counsel will complete, file with the appropriate regulatory authorities and, as appropriate, amend from time to time, the information to be contained in the Company’s applications to banking and securities regulators and any related exhibits thereto. In this regard, the Company and its counsel will prepare offering documents relating to the offering of the Common Stock in conformance with applicable rules and regulations. As the Company’s financial advisor, Stifel Nicolaus will, in conjunction with its counsel, conduct an examination of the relevant documents and records of the Company and will make such other reasonable investigations as deemed necessary and appropriate under the circumstances. The Company agrees to make all documents, records and other information deemed necessary by Stifel Nicolaus, or its counsel, available to them upon reasonable notice. Stifel Nicolaus’ counsel will prepare, subject to the approval of Company’s counsel, the Definitive Agreement.

Mr. Cirucci	July 15, 2010
Alliance MHC	Page 6
Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

8. EXPENSES AND REIMBURSEMENT

The Company will bear all of its expenses in connection with the Conversion and Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community and publicly underwritten offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessary. In the event Stifel Nicolaus incurs such expenses on behalf of the Company, the Company shall reimburse Stifel Nicolaus for such reasonable fees and expenses regardless of whether the Offering is successfully completed.

The Company also agrees to reimburse Stifel Nicolaus for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Stifel Nicolaus in connection with the services contemplated hereunder. In the subscription, community offering and syndicated community offering, Stifel Nicolaus will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $75,000. Stifel Nicolaus will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $30,000 in the subscription and community offering and in excess of $50,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Stifel Nicolaus, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Stifel Nicolaus will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $20,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $185,000. Not later than two days before closing, Stifel Nicolaus will provide the Company with a detailed accounting of all reimbursable expenses of Stifel Nicolaus and its counsel to be paid at closing.

9. BLUE SKY

To the extent required by applicable state law, Stifel Nicolaus and the Company must obtain or confirm exemptions, qualifications or registration of the Common Stock under applicable state securities laws and FINRA policies. The cost of such legal work and related state filing fees will be paid by the Company to the law firm furnishing such legal work. The Company will instruct the counsel performing such services to prepare a Blue Sky memorandum related to the Offering including Stifel Nicolaus’ participation therein and shall furnish Stifel Nicolaus a copy thereof, regarding which such counsel shall state Stifel Nicolaus may rely.

10. INFORMATION AGENT SERVICES

Pursuant to a separate agreement by and between the Company and Stifel Nicolaus and in connection with the subscription offering, Stifel Nicolaus shall serve as information agent for the Company.

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Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

11. INDEMNIFICATION

The Definitive Agreement will provide for indemnification of the type usually found in underwriting agreements as to certain liabilities, including liabilities under the Securities Act of 1933. The Company also agrees to defend, indemnify and hold harmless Stifel Nicolaus and its officers, directors, employees and agents against all claims, losses, actions, judgments, damages or expenses, including but not limited to reasonable attorney fees, arising solely out of the engagement described herein, except that such indemnification shall not apply to Stifel Nicolaus’ own bad faith, willful misconduct or gross negligence.

12. CONFIDENTIALITY

To the extent consistent with legal requirements and except as otherwise set forth in the offering document, all information given to Stifel Nicolaus by the Company, unless publicly available or otherwise available to Stifel Nicolaus without restriction to breach of any confidentiality agreement (“Confidential Information”), will be held by Stifel Nicolaus in confidence and will not be disclosed to anyone other than Stifel Nicolaus’ agents without the Company’s prior approval or used for any purpose other than those referred to in this engagement letter. Upon the termination of its engagement, Stifel Nicolaus, at the request of the Company, will promptly deliver to the Company all materials specifically produced for it and will return to the Company all Confidential Information provided to Stifel Nicolaus during the course of its engagement hereunder.

13. FINRA MATTERS

Stifel Nicolaus has an obligation to file certain documents and to make certain representations to the Financial Industry Regulatory Authority in connection with the Offering. The Company agrees to cooperate with Stifel Nicolaus and provide such information as may be necessary for Stifel Nicolaus to comply with all FINRA requirements applicable to its participation in the Offering. Stifel Nicolaus is and will remain through completion of the Offering a member in a good standing of the FINRA and will comply with all applicable FINRA requirements.

14. OBLIGATIONS

Except as set forth below, this engagement letter is merely a statement of intent. While Stifel Nicolaus and the Company agree in principle to the contents hereof and propose to proceed promptly and in good faith to work out the arrangements with respect to the Offering, any legal obligations between Stifel Nicolaus and the Company shall be only: (i) those set forth herein in paragraphs 2, 3 and 4 regarding services and payments; (ii) those set forth in paragraph 8 regarding reimbursement for certain expenses; (iii) those set forth in paragraph 11 regarding indemnification; (iv) those set forth in paragraph 12 regarding confidentiality; and (v) as set forth in a duly negotiated and executed Definitive Agreement.

The obligation of Stifel Nicolaus to enter into the Definitive Agreement shall be subject to there being, in Stifel Nicolaus’ opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors: (i) no material adverse change in the condition or operation of the Company; (ii) satisfactory disclosure of all relevant information in the offering disclosure documents and a determination that the sale of stock is reasonable given such disclosures; (iii) receipt of a “comfort letter” from the Company’s accountants containing no material exceptions; (iv) no market conditions exist which might render the sale of the shares by the

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Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

Company hereby contemplated inadvisable; (v) agreement that the price established by the independent appraiser is reasonable in the then-prevailing market conditions, and (vi ) approval of Stifel Nicolaus’ internal Commitment Committee.

15. INDEPENDENT CONTRACTOR; NO FIDUCIARY DUTY

The Company acknowledges and agrees that it is a sophisticated business enterprise and that Stifel Nicolaus has been retained pursuant to this engagement letter to act as financial advisor to the Company solely with respect to the matters set forth herein. In such capacity, Stifel Nicolaus will act as an independent contractor, and any duties of Stifel Nicolaus arising out of this engagement pursuant to this letter shall be contractual in nature and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary duty on the other.

16. ADVERTISEMENTS

The Company agrees that, following the closing or consummation of the Offering, Stifel Nicolaus has the right to place advertisements in financial and other newspapers and journals at its own expense, describing its services to the Company and a general description of the Offering. In addition, the Company agrees to include in any press release or public announcement announcing the Offering a reference to Stifel Nicolaus’ role as financial advisor, selling agent and book-running manager with respect to the Offering, provided that the Company will submit a copy of any such press release or public announcement to Stifel Nicolaus for its prior approval, which approval shall not be unreasonably withheld or delayed.

17. GOVERNING LAW

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be wholly performed therein without giving effects to its conflicts of laws principles or rules. Any dispute here under shall be brought in a court of the State of New York.

18. WAIVER OF TRIAL BY JURY

BOTH STIFEL NICOLAUS AND THE COMPANY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

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Alliance MHC	Page 9
Alliance Bancorp, Inc. of Pennsylvania Alliance Bank

Please acknowledge your agreement to the foregoing by signing in the place provided below and returning one copy of this letter to our office together with the retainer payment in the amount of $15,000. We look forward to working with you.

STIFEL, NICOLAUS & COMPANY, INCORPORATED
BY	/s/ David P. Lazar
	David P. Lazar
	Managing Director

Accepted and Agreed to This 15th Day of July, 2010

ALLIANCE MHC ALLIANCE BANCORP, INC. OF PENNSYLVANIA ALLIANCE BANK
BY:	/s/ Dennis Cirucci
	Dennis Cirucci
	President & Chief Executive Officer

Accepted and Agreed to This 15th Day of July, 2010

EX-2.1

Exhibit 2.1

PLAN OF CONVERSION AND REORGANIZATION

of

ALLIANCE MUTUAL HOLDING COMPANY,
(A Federal Mutual Holding Company)

ALLIANCE BANCORP, INC. OF PENNSYLVANIA,
(A Federal Corporation)

ALLIANCE BANCORP, INC. OF PENNSYLVANIA
(A Pennsylvania Corporation)

and

ALLIANCE BANK
(A Pennsylvania Savings Bank)

TABLE OF CONTENTS

Section	Page
1.           Introduction		1
2.           Definitions		2
3.           General Procedure for Conversion and Reorganization		7
4.           Total Number of Shares and Purchase Price of Conversion Stock		10
5.           Subscription Rights of Eligible Account Holders (First Priority)		10
6.           Subscription Rights of Employee Stock Ownership Plan (Second Priority)		11
7.           Subscription Rights of Supplemental Eligible Account Holders (Third Priority)		11
8.           Subscription Rights of Other Depositors (Fourth Priority)		12
9.           Community Offering, Syndicated Community Offering and Other Offerings		13
10.         Limitations on Subscriptions and Purchases of Conversion Stock		14
11.         Timing of Subscription Offering; Manner of Exercising Subscription Rights and Order Forms		16
12.         Payment for Conversion Stock		17
13.         Account Holders in Nonqualified States or Foreign Countries		18
14.         Voting Rights of Shareholders		19
15.         Liquidation Account		19
16.         Transfer of Deposit Accounts		21
17.         Requirements Following Conversion for Registration, Market Making and Stock Exchange Listing		21
18.         Directors and Officers of the Bank		21
19.         Requirements for Stock Purchases by Directors and Officers Following the Conversion and Reorganization		22
20.         Restrictions on Transfer of Stock		22
21.         Restrictions on Acquisition of Stock of the Holding Company		22
22.         Tax Rulings or Opinions		23
23.         Stock Compensation Plans		23
24.         Dividend and Repurchase Restrictions on Stock		23
25.         Payment of Fees to Brokers		23
26.         Effective Date		24
27.         Amendment or Termination of the Plan		24
28.         Interpretation of the Plan		24
Annex A   Plan of Merger between the Mutual Holding Company and the Mid-Tier Holding Company		A-1
Annex B    Plan of Merger between the Mid-Tier Holding Company and the Holding Company		B-1

1. INTRODUCTION.

     For purposes of this section, all capitalized terms not defined herein have the meanings ascribed to them in Section 2.

     In 1995, Greater Delaware Valley Savings Bank, a Pennsylvania-chartered mutual savings bank (“GDVSB”) reorganized into the mutual holding company form of organization by converting to a Pennsylvania chartered savings bank (which, in 1997, began doing business as “Alliance Bank”) (the “Bank”) and issued approximately 80.1% of its then issued and outstanding shares of common stock to Greater Delaware Valley Holdings, a Pennsylvania-chartered Mutual Holding Company (the “Pennsylvania MHC”), with the remaining shares of the Bank’s common stock being sold to certain of the Bank’s depositors and others in a public offering. On January 30, 2007, the Bank completed a reorganization to a mid-tier holding company structure whereby the Bank became a wholly owned subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a newly formed federally-chartered mid-tier holding company (the “Mid-Tier Holding Company”), the outstanding shares of Bank common stock were exchanged for shares of Mid-Tier Holding Company common stock, the Pennsylvania MHC converted its charter to a Federally-chartered mutual holding company and changed its name to Alliance Mutual Holding Company (the “Mutual Holding Company”), the Mid-Tier Holding Company offered and sold an aggregate of 1,807,339 shares of its common stock to certain depositors of the Bank and others in a public offering (the “Additional Issuance”), with the Mutual Holding Company retaining 55% of the then issued and outstanding shares of Mid-Tier Common Stock (the “2007 Reorganization and Additional Issuance”). In order to facilitate the 2007 Reorganization and Additional Issuance, the Bank made an election, pursuant to Section 10(l) of the Home Owners’ Loan Act, to be treated as a savings association for purposes of the Savings and Loan Holding Company Act.

     This Plan of Conversion and Reorganization (“Plan”), provides for the conversion of the Mutual Holding Company from the mutual holding company form of organization to the fully public stock holding company form of organization. As part of the Conversion and Reorganization, the Bank will become the wholly owned subsidiary of a newly formed Pennsylvania corporation (the “Holding Company”) and the Holding Company will issue 100% of its stock (i) in exchange for the outstanding shares of Mid-Tier Holding Company common stock held by the Public Shareholders and (ii) in the Offerings, all as described in this Plan.

     The Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank believe that the conversion of the Mutual Holding Company to stock form pursuant to this Plan is in the best interests of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank, as well as the best interests of depositors of the Bank and Shareholders. The Boards of Directors determined that this Plan equitably provides for the interests of depositors of the Bank through the granting of subscription rights and the establishment of liquidation accounts. The Conversion and Reorganization will result in the raising of additional capital for the Bank and the Holding Company and is expected to result in a more active and liquid market for the Holding Company Common Stock than currently exists for the Mid-Tier Holding Company Common Stock. In addition, the Conversion and Reorganization is designed to enable the Bank and the Holding Company to more effectively compete in the financial services marketplace.

     The Bank is committed to prudently growing its lending activities, deposit products and other services over the next several years. The additional funds received in the Conversion and Reorganization will facilitate the Bank’s ability to continue to grow in accordance with its business plan, through both internal growth and potential future acquisitions of other institutions or branch offices. The Bank believes that the Conversion and Reorganization will enhance its ability to continue its growth and will support its ability to more fully serve the borrowing and other financial needs of the communities it serves. The Bank and the Mid-Tier Holding Company have also gained experience in being companies required to meet the filing requirements of

1

the Securities Exchange Act of 1934 and in conducting shareholder meetings and other shareholder matters, such as communications, press releases and dividend payments. In light of the foregoing, the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank believe that it is in the best interests of such companies and the Bank’s depositors and Shareholders to raise additional capital at this time, and that the most feasible way to do so is through the Conversion and Reorganization.

     As described in more detail in Section 3, the Mutual Holding Company will convert from the mutual to the stock form of organization through a series of substantially simultaneous mergers pursuant to which (i) the Mutual Holding Company will cease to exist and liquidation accounts will be established by the Bank and the Holding Company for the benefit of the Bank’s depositors as of specified dates and (ii) the Bank will become a wholly owned subsidiary of the Holding Company. In connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior to the effective time thereof, other than shares held by the Mutual Holding Company which will be cancelled, shall be automatically converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest.

     In connection with the Conversion and Reorganization, the Holding Company will offer shares of Conversion Stock in the Offerings as provided herein. Shares of Conversion Stock will be offered in a Subscription Offering in descending order of priority to Eligible Account Holders, the Employee Stock Ownership Plan, Supplemental Eligible Account Holders and Other Depositors. The Subscription Rights granted in connection with the Subscription Offering are non-transferrable. Any shares of Conversion Stock remaining unsold after the Subscription Offering will be offered for sale to the public through a Community Offering and/or Syndicated Community Offering, in accordance with this Plan and as determined by the Boards of Directors of the Holding Company, the Mid-Tier Holding Company and the Bank in their sole discretion.

     This Plan was adopted by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank effective as of August 11, 2010.

     This Plan is subject to the approval of the OTS and must be adopted by holders of (i) a majority of the votes eligible to be cast by Depositors and (ii) at least two-thirds of the outstanding Mid-Tier Holding Company Common Stock at the Shareholders’ Meeting. In addition, the consummation of the Conversion and Reorganization is conditioned on the approval of the Plan at the Shareholders’ Meeting by at least a majority of the shares of Mid-Tier Holding Company Common Stock held by the Public Shareholders. The Conversion and Reorganization is also subject to the receipt of all necessary approvals or non-objections of the Pennsylvania Department of Banking (the “Department”) and the FDIC. After the Conversion and Reorganization, the Bank will continue to be regulated by the Department, as its chartering authority, and the FDIC, as its primary Federal regulator. In addition, the Bank will continue to be a member of the Federal Home Loan Bank System and all insured savings deposits will continue to be insured by the FDIC up to the maximum provided by law. The Bank will again make an election, or will renew its prior election, pursuant to Section 10(l) of the Home Owners’ Loan Act, to continue to be treated as a savings association after the Conversion and Reorganization for purposes of the Savings and Loan Holding Company Act.

2. DEFINITIONS.

     As used in this Plan, the terms set forth below have the following meaning:

     2.1 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

2

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 Holding Company 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 share a common address (whether or not related by blood or marriage) or have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Directors of the Holding Company, the Mid-Tier Holding Company, the Bank and the Mutual Holding Company shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards.

     2.2 Actual Purchase Price means the price per share at which the Conversion Stock is ultimately sold by the Holding Company in the Offerings in accordance with the terms hereof.

     2.3 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.

     2.4 Associate, when used to indicate a relationship with any Person, means (i) a corporation or organization (other than the Mutual Holding Company, the Mid-Tier Holding Company, the Bank, a majority-owned subsidiary of the Bank, or the Holding Company) of which such Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of 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 relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director or officer of the Holding Company or the Bank or any of the subsidiaries of the foregoing.

     2.5 Bank means Greater Delaware Valley Savings Bank, a Pennsylvania-chartered savings bank which does business as “Alliance Bank”.

     2.6 Bank Common Stock means the common stock of the Bank, par value $.01 per share, which stock is not and will not be insured by the FDIC or any other governmental authority, all of which is currently held by the Mid-Tier Holding Company and subsequent to the Conversion and Reorganization, all of which will be held by the Holding Company.

     2.7 Bank Liquidation Account means the account representing the liquidation interest of Eligible Account Holders and Supplemental Eligible Account Holders established in the Bank in connection with the Conversion and Reorganization.

     2.8 Code means the Internal Revenue Code of 1986, as amended.

     2.9 Community Offering means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within or without the

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Commonwealth of Pennsylvania as may be selected by the Holding Company, the Mid-Tier 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.

     2.10 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.

     2.11 Conversion and Reorganization means the series of transactions pursuant to 12 C.F.R.§ 575.12 and 12 C.F.R. Part 563b provided for in this Plan, including but not limited to (i) the mutual to stock conversion of the Mutual Holding Company and its immediately subsequent merger with and into the Mid-Tier Holding Company pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with and into the Holding Company, pursuant to which it will cease to exist, (iii) the cancellation of the shares held by the Mutual Holding Company in the Mid-Tier Holding Company, (iv) the exchange of Holding Company shares for the shares of the Mid-Tier Holding Company held by the Public Shareholders, and (v) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein. All such transactions shall occur substantially simultaneously.

     2.12 Conversion Stock means the Holding Company Common Stock to be issued and sold in the Offerings pursuant to the Plan.

     2.13 Department means the Department of Banking for the Commonwealth of Pennsylvania.

     2.14 Deposit Account means withdrawable or repurchasable shares, investment certificates or deposits or other savings accounts, including money market deposit accounts, negotiable order of withdrawal accounts and demand accounts, held by an account holder of the Bank; provided, however, the term “Deposit Account” shall not include any escrow accounts maintained at the Bank.

     2.15 Depositor means the holder of a Deposit Account.

     2.16 Director, Officer and Employee means the terms as applied respectively to any person who is a director, officer or employee of the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, the Bank or any subsidiary thereof.

     2.17 Eligible Account Holder means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights and establishing subaccount balances in the liquidation accounts to be established pursuant to Section 15 hereof.

     2.18 Eligibility Record Date means the date for determining Qualifying Deposits of Eligible Account Holders and is the close of business on June 30, 2009.

     2.19 Estimated Price Range means the range of the estimated aggregate pro forma market value of the total number of shares of Conversion Stock to be issued in the Offerings, as determined in accordance with Section 4 hereof.

     2.20 Exchange Ratio means the formula by which shares of Holding Company Common Stock will be exchanged for shares of Mid-Tier Holding Common Stock held by the Public Shareholders in connection with the Mid-Tier Holding Company Merger. The exact ratio (which shall be rounded to four decimal places) shall be determined by the Mutual Holding Company, the Mid-Tier Holding Company and

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the Bank in order to ensure that upon consummation of the Conversion and Reorganization the Public Shareholders will own in the aggregate approximately the same percentage of the Holding Company Common Stock to be outstanding upon completion of the Conversion and Reorganization as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to consummation of the Conversion and Reorganization, before giving effect to (a) cash paid in lieu of any fractional interests of Holding Company Common Stock and, (b) any shares of Conversion Stock purchased by the Public Shareholders in the Offerings.

     2.21 Exchange Shares mean the shares of Holding Company Common Stock to be issued to the Public Shareholders in connection with the Mid-Tier Holding Company Merger.

     2.22 FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

     2.23 Holding Company means a to-be-formed corporation to be initially organized under the laws of the Commonwealth of Pennsylvania as a first-tier wholly owned subsidiary of the Mid-Tier Holding Company. Upon completion of the Conversion and Reorganization, the Holding Company shall hold all of the outstanding capital stock of the Bank and shall be known as Alliance Bancorp Inc. of Pennsylvania.

     2.24 Holding Company Common Stock means the common stock of the Holding Company, par value $.01 per share, which stock cannot and will not be insured by the FDIC or any other governmental authority.

     2.25 Independent Appraiser means the independent investment banking or financial consulting firm retained by the Holding Company, the Mid-Tier Holding Company and the Bank to prepare an appraisal of the estimated pro forma market value of the Conversion Stock.

     2.26 Initial Purchase Price means the price per share to be paid initially by Participants for shares of Conversion Stock subscribed for in the Subscription Offering and by Persons for shares of Conversion Stock ordered in the Community Offering and/or Syndicated Community Offering.

     2.27 Liquidation Account means the account established by the Holding Company representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in exchange for their interest in the Mutual Holding Company in connection with the Conversion and Reorganization.

     2.28 Mid-Tier Holding Company means Alliance Bancorp, Inc. of Pennsylvania, an existing federally chartered stock corporation.

     2.29 Mid-Tier Holding Company Common Stock means the common stock of the Mid-Tier Holding Company, par value $.01 per share, which stock is not insured by the FDIC or any other governmental entity.

     2.30 Mid-Tier Holding Company Merger means the Merger of the Mid-Tier Mutual Holding Company with and into the Holding Company pursuant to the Plan of Merger included as Annex B hereto.

     2.31 Mutual Holding Company means Alliance Mutual Holding Company.

     2.32 Mutual Holding Company Merger means the merger of the Mutual Holding Company with and into the Mid-Tier Holding Company pursuant to the Plan of Merger included as Annex A hereto.

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     2.33 Offerings mean the Subscription Offering, the Community Offering and the Syndicated Community Offering.

     2.34 Officer means the chairman of the board of directors, 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.

     2.35 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 Conversion Stock may be ordered in the Subscription Offering and Community Offering.

     2.36 Other Depositor means a Voting Depositor who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

     2.37 OTS means the Office of Thrift Supervision or any successor thereto.

     2.38 Participant means any Eligible Account Holder, Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holder or Other Depositor.

     2.39 Person means an individual, a corporation, a limited liability company, a partnership, a limited liability partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

     2.40 Plan and Plan of Conversion and Reorganization mean this Plan of Conversion and Reorganization as adopted by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank and any amendment hereto approved as provided herein. The Board of Directors of the Holding Company shall adopt this Plan as soon as practicable following its incorporation.

     2.41 Primary Parties mean the Mutual Holding Company, the Mid-Tier Holding Company, the Bank and the Holding Company.

     2.42 Prospectus means the one or more documents to be used to offer the Conversion Stock in the Offerings.

     2.43 Public Offering means an underwritten firm commitment offering to the public through one or more underwriters.

     2.44 Public Shareholders mean those Persons who own shares of Mid-Tier Holding Company Common Stock, excluding the Mutual Holding Company.

     2.45 Public Shareholder Voting Record Date means the date for determining the eligibility of Public Shareholders to vote at the Shareholders’ Meeting, as determined by the Board of Directors of the Mid-Tier Holding Company.

     2.46 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.

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     2.47 SEC means the United States Securities and Exchange Commission.

     2.48 Shareholders mean those Persons who own shares of Mid-Tier Holding Company Common Stock.

     2.49 Shareholders’ Meeting means the annual or special meeting of Shareholders of the Mid-Tier Holding Company called for the purpose of submitting this Plan to the Shareholders for their consideration and approval, including any adjournments of such meeting.

     2.50 Special Meeting of Depositors means the special meeting of Depositors called for the purpose of submitting this Plan to Depositors for their consideration and approval, including any adjournment of such meeting.

     2.51 Subscription Offering means the offering of the Conversion Stock to Participants.

     2.52 Subscription Rights mean nontransferable rights to subscribe for Conversion Stock granted to Participants pursuant to the terms of this Plan.

     2.53 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.

     2.54 Supplemental Eligibility Record Date, if applicable, means the date for determining Qualifying Deposits of Supplemental Eligible Account Holders and shall be required if the Eligibility Record Date is more than 15 months prior to the date of the latest amendment to the Application for Conversion filed by the Mutual Holding Company prior to approval of such application by the OTS. If applicable, the Supplemental Eligibility Record Date shall be the last day of the calendar quarter preceding OTS approval of the Application for Conversion submitted by the Mutual Holding Company pursuant to this Plan.

     2.55 Syndicated Community Offering means the offering for sale by a syndicate of broker-dealers to the general public of shares of Conversion Stock not purchased in the Subscription Offering and the Community Offering.

     2.56 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 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 which is not so qualified.

     2.57 Voting Depositor means a Person who at the close of business on the Voting Record Date is entitled to vote as a Depositor in accordance with this Plan of Conversion and Reorganization.

     2.57 Voting Record Date means the date for determining the eligibility of Depositors to vote at the Special Meeting of Depositors.

3. GENERAL PROCEDURE FOR CONVERSION AND REORGANIZATION.

     (a) The Conversion and Reorganization will be comprised of a number of substantially simultaneous transactions, described below, which will result in the conversion and elimination of the Mutual

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Holding Company and the Mid-Tier Holding Company and the creation of the Holding Company as a public company and the sole owner of the outstanding shares of the Bank’s capital stock. Upon adoption of this Plan by the Boards of Directors of the Bank, the Mid-Tier Holding Company and the Mutual Holding Company, public notice thereof will be given by publication in a newspaper having general circulation in each community in which an office of the Bank is located and copies of the Plan will be available for inspection at each of the Bank’s offices.

     (b) An application for the Conversion and Reorganization, including the Plan and all other requisite material (the “Application for Conversion”), shall be submitted to the OTS for approval. The Mutual Holding Company, the Mid-Tier Holding Company and the Bank will again cause to be published, in accordance with the requirements of regulations of the OTS and, if applicable, the Department, a notice of the filing of an application to convert the Mutual Holding Company and will post the notice of the filing for the Application for Conversion in each of the Bank’s offices.

     (c) Subscription Rights to purchase shares of Conversion Stock will be issued without payment therefor to Eligible Account Holders, the Employee Stock Ownership Plan, Supplemental Eligible Account Holders, and Other Depositors, as set forth in Sections 5, 6, 7 and 8 hereof.

     (d) Promptly following receipt of requisite approval of the OTS, and if applicable, the Department, the Holding Company shall mail to all Participants a Prospectus and Order Form for the purchase of Conversion Stock, subject to the provisions of Section 13 hereof.

     (e) The Mid-Tier Holding Company and the Mutual Holding Company shall file preliminary proxy materials with the SEC, the OTS and the Department, as applicable, in order to seek the approval of the Plan by the Shareholders and the Depositors, respectively. Promptly following clearance of such proxy materials and the receipt of any other requisite approval of the OTS and, if applicable, the Department, the Mid-Tier Holding Company will mail definitive proxy materials to Shareholders, in accordance with the charter and bylaws of the Mid-Tier Holding Company, for their consideration and approval of this Plan at the Shareholders’ Meeting. The Plan must be approved by the holders of at least two-thirds of the outstanding Mid-Tier Holding Company Common Stock. In addition, the consummation of the Conversion and Reorganization is conditioned on the approval of the Plan by at least a majority of the votes cast, in person or by proxy, by the Public Shareholders at the Shareholders’ Meeting. The Mutual Holding Company and the Bank will mail definitive proxy materials to Depositors as of the Voting Record Date, at their last known address appearing on the Bank’s records as of the Voting Record Date, for their consideration and approval at the Special Meeting of Depositors. At the Special Meeting of Depositors, each Depositor as of the Voting Record Date shall be entitled to cast one vote for each $100, or fraction thereof, of the aggregate value of all of their Deposit Accounts as of the Voting Record Date. No Depositors may cast more than 1,000 votes at the Special Meeting of Depositors. Deposits held by an administrator, executor, guardian, conservator or receiver may be voted by such person. Deposits held by a trustee may be voted by such trustee 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. Approval of the Plan will require the affirmative vote of a majority of the total outstanding votes entitled to be cast by Depositors as of the Voting Record Date at the Special Meeting of Depositors.

     (f) The Primary Parties shall submit or cause to be submitted to the OTS and the Department all holding company, merger and other applications or notices necessary for the Conversion and Reorganization to be consummated in accordance with the terms herewith. All notices required to be published in connection with such applications shall be published at the times required. Pursuant to the transmittal letter of the FDIC dated December 12, 2006, forwarding the FDIC’s Order and Basis for Corporation Approval of the 2007 Reorganization and Additional Issuance, the Bank shall provide the FDIC (i) with written notification of the

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proposed Conversion and Reorganization and (ii) copies of all documents filed with state and federal banking and/or securities regulators in connection therewith, and shall take all necessary and appropriate steps in order to comply with any conditions or requirements imposed by the FDIC as a result of such notification by the Bank.

     (g) The Holding Company shall file a Registration Statement with the SEC to register the Holding Company Common Stock to be issued in the Conversion and Reorganization under the Securities Act of 1933, as amended, and shall register such Holding Company Common Stock under any applicable state securities laws. Upon registration and after the receipt of all required regulatory approvals, the Conversion Stock shall be first offered for sale in a Subscription Offering to Eligible Account Holders, the Employee Stock Ownership Plan, Supplemental Eligible Account Holders and Other Depositors. It is anticipated that shares of Conversion Stock remaining unsold after the Subscription Offering may be sold through a Community Offering and/or a Syndicated Community Offering. The purchase price per share for the Conversion Stock shall be a uniform price determined in accordance with Section 4 hereof. In exchange for common stock of the Bank and the Bank Liquidation Account, the Holding Company shall contribute to the Bank an amount of the net proceeds received by the Holding Company from the sale of Conversion Stock as shall be determined by the Boards of Directors of the Holding Company and the Bank and as shall be approved by the OTS, but not less than fifty percent (50%) of the net proceeds received by the Holding Company from the sale of the Conversion Stock, unless otherwise approved by the OTS.

     (h) The effective date of the Conversion and Reorganization shall be the date set forth in Section 26 hereof. Upon the effective date, the following transactions shall occur:

• The Holding Company shall be organized as a first-tier subsidiary of the Mid-Tier Holding Company.

• The Mutual Holding Company shall convert to stock form and immediately thereafter merge with and into the Mid-Tier Holding Company in the Mutual Holding Company Merger with the Mid-Tier Holding Company being the survivor thereof.

• Immediately thereafter, the Mid-Tier Holding Company shall merge with and into the Holding Company in the Mid-Tier Holding Company Merger, with the Holding Company being the survivor thereof.

• As a result of the Mutual Holding Company Merger and the Mid-Tier Holding Company Merger, (x) the shares of Mid-Tier Holding Company Common Stock held by the Mutual Holding Company shall be extinguished and (y) the liquidation interests in the Mid-Tier Holding Company constructively received by Depositors of the Mutual Holding Company will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the Liquidation Account.

• As a result of Mid-Tier Holding Company Merger, (x) the shares of Mid-Tier Holding Company stock held by Public Shareholders shall be converted into the right to receive shares of Holding Company Common Stock plus cash in lieu of any fractional share interest, based on the Exchange Ratio and (y) the shares of Bank Common Stock held by the Mid-Tier Holding Company shall be owned by the Holding Company with the result that the Bank shall become the wholly owned subsidiary of the Holding Company.

• The Holding Company shall issue and sell the Conversion Stock in the Offerings, as provided herein.

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     (i) The Primary Parties 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 Conversion and Reorganization, including in connection with the Offerings the payment of fees to brokers and investment bankers for assisting Persons in completing and/or submitting Order Forms. All fees, expenses, retainers and similar items shall be reasonable.

4. TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK.

     (a) The aggregate amount of shares of Conversion Stock to be offered in the Offerings shall be stated in terms of a range (the “Estimated Price Range”) which will be based on a pro forma valuation prepared by the Independent Appraiser of the aggregate market value of the to be outstanding shares of Holding Company Common Stock multiplied by the percentage equal to the Mutual Holding Company’s percentage ownership interest in all of the outstanding shares of Mid-Tier Holding Company Common Stock. The valuation shall be based on financial information relating to the Primary Parties, market, financial and economic conditions, a comparison of the Primary Parties with selected publicly-held financial institutions and holding companies and with comparable financial institutions and holding companies and such other factors as the Independent Appraiser may deem to be important. The Estimated Price Range shall be stated in terms of a maximum, which shall generally be no more than 15% above the average of the minimum and maximum of such price range, and a minimum of which shall generally be no more than 15% below such average. The valuation shall be updated during the Conversion and 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 Primary Parties shall fix the Initial Purchase Price and the number (or range) of shares of Conversion Stock to be offered in the Subscription Offering, Community Offering and/or Syndicated Community Offering. The Actual Purchase Price and the total number of shares of Conversion Stock to be issued in the Offerings shall be determined by the Boards of Directors of the Primary Parties upon conclusion of the Offerings in consultation with the Independent Appraiser and any financial advisor or investment banker retained by the Primary Parties in connection therewith.

     (c) Subject to the approval of the OTS, the Estimated Price Range may be increased or decreased to reflect market, financial and economic conditions prior to completion of the Conversion and Reorganization, and under such circumstances the Primary Parties may increase or decrease the total number of shares of Conversion Stock to be issued in the Conversion and 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 Conversion Stock issued in the Conversion and Reorganization 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 Conversion and Reorganization 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, without payment, Subscription Rights to purchase up to the greater of (i) $500,000 of Conversion 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 Conversion Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the

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Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Eligible Account Holders, in each case subject to Sections 10 and 13 hereof.

     (b) In the event of an oversubscription for shares of Conversion 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 orders remain unfilled in the proportion which 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.

     (c) Subscription Rights of Eligible Account Holders who are also Directors or Officers 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 EMPLOYEE STOCK OWNERSHIP PLAN (SECOND PRIORITY).

     Subject to Section 10(a) hereof, the Employee Stock Ownership Plan shall receive, without payment, Subscription Rights to purchase in the aggregate up to 8% of the Conversion Stock sold in the Offering, including any shares of Conversion Stock to be issued in the Conversion and Reorganization as a result of an increase in the Estimated Price Range after commencement of the Subscription Offering and prior to completion of the Conversion and Reorganization. The subscription rights granted to the Employee Stock Ownership Plan shall be subject to the availability of shares of Conversion Stock after taking into account the shares of Conversion Stock purchased by Eligible Account Holders; provided, however, that in the event that the total number of shares of Conversion 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 Employee Stock Ownership Plan shall have a priority right to purchase any such shares exceeding the Maximum Shares up to an aggregate of 8% of Conversion Stock sold in the Offering. Consistent with applicable laws and regulations and policies and practices of the OTS, the Employee Stock Ownership Plan 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 Holding Company or the Bank to fail to meet any applicable regulatory capital requirement. Alternatively, subject to the approval or non-objection of the OTS, the Employee Stock Ownership Plan may, in its sole discretion, determine not to fully exercise the Subscription Rights granted to it hereunder and, instead, may determine to purchase shares of Holding Company Common Stock in the open market subsequent to the Conversion and Reorganization that it otherwise was entitled to purchase in the Subscription Offering pursuant to the exercise of Subscription Rights.

     The Employee Stock Ownership Plan shall not be deemed to be an Associate or Affiliate of, or Person acting in concert with, any Director or Officer.

7. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY).

     (a) In the event that the Eligibility Record Date is more than 15 months prior to the date of OTS approval, then, and only in that event, a Supplemental Eligibility Record Date shall be set and each

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Supplemental Eligible Account Holder shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $500,000 of Conversion Stock in the Subscription Offering (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 Conversion 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 Qualifying Deposits of all Supplemental Eligible Account Holders, in each case subject to Sections 10 and 13 hereof and the availability of shares of Conversion Stock for purchase after taking into account the shares of Conversion Stock purchased by Eligible Account Holders and the Employee Stock Ownership Plan through the exercise of Subscription Rights under Sections 5 and 6 hereof.

     (b) In the event of an oversubscription for shares of Conversion 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 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 orders remain unfilled 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 DEPOSITORS (FOURTH PRIORITY).

     (a) Each Other Depositor shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $500,000 of Conversion Stock in the Subscription Offering (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 Sections 10 and 13 hereof and the availability of shares of Conversion Stock for purchase after taking into account the shares of Conversion Stock purchased by Eligible Account Holders, the Employee Stock Ownership Plan 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 Depositors subscribe for a number of shares of Conversion Stock in excess of the total number of shares of Conversion Stock remaining, available shares shall be allocated among subscribing Other Depositors so as to permit each such Other Depositor, 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 shares shall be allocated among subscribing Other Depositors whose orders remain unfilled on a pro rata basis in the same proportion as each such Other Depositor’s subscription bears to the total subscriptions of all such subscribing Other Depositors whose orders remain unfilled, provided that no fractional shares shall be issued.

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9. COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING AND OTHER OFFERINGS

     (a) If less than the total number of shares of Conversion Stock are sold in the Subscription Offering, it is anticipated that shares of Conversion Stock shall, if practicable, be sold in a Community Offering. Subject to the requirements set forth herein, the manner in which the Conversion Stock is sold in the Community Offering shall have as the objective the achievement of the widest possible distribution of such stock. The Primary Parties 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 Primary Parties with any required regulatory approval.

     (b) In the event of a Community Offering, shares of Conversion Stock which 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. Shares 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, including trusts of natural persons, residing in Delaware County and Chester County, Pennsylvania (“Community Resident”) and then to Public Shareholders as of the Public Shareholder Voting Record Date (“Voting Shareholders”).

     (c) A Prospectus and Order Form shall be furnished to such Persons as the Primary Parties may select in connection with the Community Offering, and each order for Conversion Stock in the Community Offering shall be subject to the absolute right of the Primary Parties 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. In the event of an oversubscription for shares of Conversion Stock in the Community Offering, available shares will be allocated first to each Community Resident whose order is accepted in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Community Resident, if possible. Thereafter, unallocated shares shall be allocated among the Community Residents whose accepted orders remain unsatisfied on an equal number of shares per order basis until all available shares have been allocated, provided that no fractional shares shall be issued. If there are any shares remaining after all accepted orders by Community Residents have been satisfied, such remaining shares shall be allocated first to Voting Shareholders who purchase in the Community Offering, applying the same allocation described above for Community Residents, and if any shares remain, thereafter to other members of the general public who purchase in the Community Offering, applying the same allocation methodology as described above.

     (d) The amount of Conversion Stock that any Person may purchase in the Community Offering shall be $500,000 of Conversion Stock, provided, however, that this amount may be increased to 5% of the total shares of Conversion Stock sold in the Offering, subject to any required regulatory approval but without further approval of Depositors or the Shareholders, 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 Conversion Stock set forth in this Section 9(d) and Section 10 of this Plan, in the event of over-subscription, orders for Conversion Stock in the Community Offering shall first be filled to a maximum of 2% of the total number of shares of Conversion Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares per order basis until all available shares have been allocated, provided no fractional shares shall be issued.

     (e) Subject to such terms, conditions and procedures as may be determined by the Primary Parties, shares of Conversion Stock not subscribed for in the Subscription Offering or ordered in the

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Community Offering may be sold by a syndicate of broker-dealers to the general public in a Syndicated Community Offering. Each order for Conversion Stock in the Syndicated Community Offering shall be subject to the absolute right of the Primary Parties 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 Conversion Stock that any Person may purchase in the Syndicated Community Offering shall not exceed $500,000 of Conversion Stock, provided, however, that this amount may be increased to 5% of the total shares of Conversion Stock sold in the Offering, subject to any required regulatory approval but without the further approval of Depositors or the Shareholders, and provided further that, to the extent applicable and in the event of an oversubscription in the Syndicated Community Offering, and subject to the limitations on purchases of Conversion Stock set forth in this Section 9(e) and Section 10 of this Plan, unless OTS permits otherwise, orders for Conversion Stock in the Syndicated Community Offering shall first be filled to a maximum of 2% of the total number of shares of Conversion Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares per order basis until all available shares have been allocated, provided no fractional shares shall be issued. The Primary Parties 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 Primary Parties with any required regulatory approval.

     (f) The Primary Parties may instead sell shares of Conversion Stock remaining following the Subscription Offering and 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 Primary Parties, subject to any required regulatory approval or consent.

     (g) If for any reason a Syndicated Community Offering or Public Offering of shares of Conversion Stock not sold in the Subscription Offering and the Community Offering cannot be effected, or in the event that any insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering, Community Offering or Syndicated Community Offering, the Primary Parties 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 CONVERSION STOCK

     (a) The maximum number of shares of Conversion Stock which may be purchased in the Conversion and Reorganization by the Employee Stock Ownership Plan, when aggregated with shares previously purchased by the Employee Stock Ownership Plan in 1995, 1998 and 2007 (the amounts of the purchases in 1995 and 1998 shall be adjusted for the 5% stock dividend paid in 2001 and for the exchange ratio utilized with respect to the 2007 Reorganization and Additional Issuance), shall not exceed 8% and all Tax-Qualified Employee Stock Benefit Plans shall not exceed 10% of the total number of shares of Holding Company Common Stock outstanding upon consummation of the Conversion and Reorganization, in each instance, including any shares which may be issued in the event of an increase in the maximum of the Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings; provided, however, that purchases of Conversion Stock which are made by Plan Participants pursuant to the exercise of subscription rights granted to such Plan Participant in his individual capacity as a Participant or purchases by a Plan Participant in the Community Offering using the funds thereof held in Tax-Qualified Employee Stock Benefit Plans shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of this Section 10(a).

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     (b) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set forth in Section 10(a) hereof, and in addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Stock which any Person together with any Associate or group of Persons acting in concert may, directly or indirectly, subscribe for or purchase in the Offerings shall not exceed $1.0 million.

     (c) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set forth in Section 10(a) hereof and subject to the provisions of Section 10(g) hereof, and in addition to the other restrictions and limitations set forth herein, the maximum aggregate amount of Conversion Stock which any Person, together with any Associate or group of Persons acting in concert may, directly or indirectly, subscribe for or purchase in the Offerings, when combined with any Exchange Shares received by such Person(s), shall not exceed 5.0% of the total number of shares of Holding Company Common Stock to be outstanding upon consummation of the Conversion and Reorganization; provided, however, that nothing herein shall require any Public Shareholder to divest any Exchange Shares or otherwise limit the amount of Exchange Shares to be issued to a Public Shareholder.

     (d) The number of shares of Conversion Stock which Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 27% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings.

     (e) No Person may purchase fewer than 25 shares of Conversion 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.

     (f) For purposes of the foregoing limitations and the determination of Subscription Rights, (i) Directors, Officers and Employees 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 Sections 10(b), 10(c) or 10(d) hereof, (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.

     (g) Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Shareholders or Depositors, the Primary Parties 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 shares of Conversion Stock sold in the Offering, whether prior to, during or after the Subscription Offering, Community Offering and/or Syndicated Community Offering. In the event that an individual purchase limitation is increased after commencement of the Subscription Offering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock in the Subscription Offering, and who indicated a desire to be resolicited on the Order Form, 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. In the event of a resolicitation of such subscribers, the Primary Parties shall have the right, in their sole discretion, to require such persons to supply immediately available funds for the purchase of additional shares of Conversion Stock. Such persons will be

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prohibited from paying with a personal check, but the Primary Parties may allow payment by wire transfer. In the event that 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 purchase limitation is increased to 5% of the shares sold in the Offerings, such limitation may be further increased to 9.99%, subject to regulatory approval, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock sold in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock sold in the Offerings.

     (h) The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order 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 Conversion Stock which 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 Primary Parties 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 Subscription Offering may be commenced concurrently with or at any time after the mailing to Voting Depositors and Shareholders of the Mid-Tier Holding Company of the proxy statement(s) to be used in connection with the Special Meeting and the Shareholders’ Meeting. The Subscription Offering may be closed before the Special Meeting and the Shareholders’ Meeting, provided that the offer and sale of the Conversion Stock shall be conditioned upon the approval of the Plan by the Voting Depositors and the Shareholders of the Mid-Tier Holding Company at the Special Meeting and the Shareholders’ Meeting, respectively.

     (b) The exact timing of the commencement of the Subscription Offering shall be determined by the Primary Parties in consultation with the Independent Appraiser and any financial or advisory or investment banking firm retained by them in connection with the Conversion and Reorganization. The Primary Parties 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 Primary Parties 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) The Primary Parties shall, promptly after the SEC has declared the Registration Statement, which includes the Prospectus, effective and all required regulatory approvals have been obtained, distribute or make available the Prospectus, together with Order Forms for the purchase of Conversion 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

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of Deposit Accounts maintained with the Bank on the Eligibility Record Date, Supplemental Eligibility Record Date or Voting Record Date, respectively. No person holding a subscription right may exceed any otherwise applicable purchase limitation by submitting multiple orders for Conversion Stock. Multiple orders are subject to adjustment, as appropriate, on a pro rata basis and deposit balances will be divided among such orders in allocating shares in the event of an oversubscription within the first or third priorities.

     (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 Primary Parties. The Primary Parties 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 Primary Parties, along with payment (or authorization for payment by withdrawal) for the shares of Conversion 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 Conversion Stock. Each Participant shall be required to confirm to the Primary Parties 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 Primary Parties 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 prior to 48 hours before the completion of the Offerings (such payment option is at the sole discretion of the Primary Parties); or (iv) submitted by a Person whose representations the Primary Parties 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 Primary Parties by the Untied States Postal Service, 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 Primary Parties 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 Conversion Stock by such date as they may specify. The interpretation of the Primary Parties of the terms and conditions of the Order Forms shall be final and conclusive.

12. PAYMENT FOR CONVERSION STOCK.

     (a) Payment for shares of Conversion Stock subscribed for by Participants in the Subscription Offering and payment for shares of Conversion Stock ordered by Persons in the Community Offering shall be equal to the Initial Purchase Price multiplied by the number of shares which are being subscribed for or ordered, respectively. Such payment may be effected in various manners including by personal check, bank check or money order at the time the Order Form is delivered to the Primary Parties. The Primary Parties, in their sole and absolute discretion, may also elect to receive payment for shares of Conversion Stock by wire transfer or cash (only if delivered in person). In addition, the Primary Parties may elect to provide Participants and/or other Persons who have a Deposit Account with the Bank the opportunity to pay for shares of Conversion Stock by authorizing the Bank to withdraw from such Deposit Account an amount equal to the aggregate Initial Purchase Price of such shares. If the Actual Purchase Price is less than the Initial Purchase Price, the Primary Parties shall refund the difference to all Participants and other Persons, unless the Primary Parties 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 Conversion Stock. If the Actual Purchase Price is more than the Initial Purchase Price, the Primary Parties shall reduce the number of shares

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of Conversion Stock ordered by Participants and other Persons and refund any remaining amount which is attributable to a fractional share interest, unless the Primary Parties choose to provide Participants and other Persons the opportunity to increase the Actual Purchase Price submitted by them.

     (b) Consistent with applicable laws and regulations and policies and practices of the OTS, payment for shares of Conversion Stock subscribed for by Tax-Qualified Employee Stock Benefit Plans may be made with funds contributed by the Holding Company and/or the Bank and/or funds obtained pursuant to a loan from an unrelated financial institution pursuant to a loan commitment which is in force from the time that any such plan submits an Order Form until the closing of the transactions contemplated hereby.

     (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 processing 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 cancelled 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 Conversion Stock and is entirely within the discretion of the Primary Parties.

     (d) The Bank shall pay interest, at not less than the passbook rate, for all amounts paid in cash, if permitted, by check or money order to purchase shares of Conversion Stock in the Subscription Offering and the Community Offering from the date payment is processed until the date the Conversion and Reorganization is completed or terminated. All funds received for the purchase of Conversion Stock in the Offerings shall be held in a segregated account at the Bank.

     (e) The Bank shall not knowingly loan funds or otherwise extend credit to any Participant or other Person to purchase Conversion Stock.

     (f) Each share of Conversion Stock shall be non-assessable upon payment in full of the Actual Purchase Price.

13. ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES.

     The Primary Parties 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 Conversion Stock under the Plan if such Participant resides in a foreign country or 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 Conversion Stock to such Participants would require any of the Primary Parties 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 Conversion Stock for sale in such jurisdiction, or any of the Primary Parties 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 Primary Parties would be impracticable or unduly burdensome for reasons of cost or otherwise.

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14. VOTING RIGHTS OF SHAREHOLDERS.

     Following consummation of the Conversion and 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, and 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.

15. LIQUIDATION ACCOUNT.

     (a) At the time of the Conversion and Reorganization, the Holding Company shall establish a liquidation account in an amount equal to the percentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company’s total shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization, plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company prior to the Effective Date of the Conversion and Reorganization (excluding the ownership of Mid-Tier Holding Company Common Stock). The function of the Liquidation Account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization.

     (b) The Liquidation Account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 15, as the “subaccount balance.” All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in Section 15(d) hereof. As a result of the transactions described in Section 3(h)(i) of this Plan and subject to Section 3(g) hereof, the Holding Company shall cause the Bank to establish and maintain the Bank Liquidation Account for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank.

     (c) (i) In the event of a complete liquidation of (x) the Bank or (y) the Holding Company subsequent to the Conversion and Reorganization (and only in such event) following all liquidation payments to creditors of the Bank including those to depositors to the extent of their Deposit Accounts, each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the Holding Company from the Liquidation Account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Holding Company. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank or the Holding Company is not the surviving entity shall be considered a complete liquidation for this purpose. In any such transaction, the Liquidation Account or the Bank Liquidation Account, as applicable, shall be assumed by the surviving entity.

          (ii) In the unlikely event of a complete liquidation of (x) the Bank or (y) the Bank and the Holding Company subsequent to the Conversion and Reorganization (and only in such event) following all liquidation payments to creditors of the Bank (including those to Eligible Account Holders and Supplemental Eligible Account Holders to the extent of their Deposit Accounts), at a time when the Bank has a positive net worth, and the Holding Company does not have sufficient assets (other than the stock of the

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Bank) at the time of the liquidation to fund the distribution due with respect to the Liquidation Account, the Bank with respect to the Bank Liquidation Account shall immediately pay directly to Eligible Account Holders and Supplemental Eligible Account Holders an amount necessary to fund the Holding Company’s remaining obligations under the Liquidation Account, before any liquidation distribution may be made to any holders of the Bank’s capital stock and without making such amount subject to the Holding Company’s creditors. Each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a distribution from the Liquidation Account with respect to the Holding Company, in the amount of the then adjusted subaccount balance then held, before any distribution may be made to any holders of the Holding Company’s capital stock. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution, in which the Bank or the Holding Company is not the surviving entity shall be considered a complete liquidation for this purpose. In any such transaction, the Liquidation Account or Bank Liquidation Account, as applicable, shall be assumed by the surviving entity.

     (iii) In the event of the complete liquidation of the Holding Company where the Bank is not also completely liquidating, or in the event of a sale or other disposition of the Holding Company apart from the Bank, each Eligible Account Holder and Supplemental Eligible Account Holder shall be treated as surrendering the rights to his or her Liquidation Account and receiving from the Holding Company an equivalent interest in the Bank Liquidation Account. Each such holder’s interest in the Bank Liquidation Account shall be subject to the same rights and terms as if the Bank Liquidation Account was the Liquidation Account (except that the Holding Company shall cease to exist).

     (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below.

     (e) If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any December 31 annual closing date, commencing December 31, 2011, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Account(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date.

     (f) The creation and maintenance of the Liquidation Account and the Bank Liquidation Account shall not operate to restrict the use or application of the equity accounts of the Holding Company or the Bank, except that neither the Holding Company nor the Bank shall declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its equity to be reduced below (i) the amount required

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for the Liquidation Account or the Bank Liquidation Account, as applicable or (ii) the regulatory capital requirements of the Holding Company (to the extent applicable) or the Bank.

     (g) The amount of the Bank Liquidation Account shall equal at all times the amount of the Liquidation Account. In no event will any Eligible Account Holder or Supplemental Eligible Account Holder be entitled to a distribution exceeding such holder’s subaccount balance in the Liquidation Account.

     (h) For the two-year period following the completion of the Conversion and Reorganization, the Holding Company will not, except with the prior written approval of the OTS, (i) liquidate or sell the Holding Company, or (ii) cause the Bank to be liquidated or sold. Thereafter, upon the written request of the OTS, the Holding Company shall eliminate or transfer the Liquidation Account to the Bank and the Liquidation Account shall be assumed by the Bank, at which time the interests of Eligible Account Holders and Supplemental Eligible Account Holders will be solely, exclusively and directly in the Liquidation Account established in the Bank. If such transfer occurs, the Holding Company shall be deemed to have transferred the Liquidation Account to the Bank and such Liquidation Account shall be subsumed into the Bank Liquidation Account and shall not be subject in any manner or amount to the claims of the Holding’s Company’s creditors.

     (i) For purposes of this Section 15, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

16. TRANSFER OF DEPOSIT ACCOUNTS.

     Each Deposit Account in the Bank at the time of the consummation of the Conversion and 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 Conversion 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 Conversion and Reorganization. Holders of Deposit Accounts in the Bank shall not, as such holders, have any voting rights.

17. REQUIREMENTS FOLLOWING CONVERSION FOR REGISTRATION, MARKET MAKING AND STOCK EXCHANGE LISTING.

     In connection with the Conversion and Reorganization, the Holding Company shall register the Holding Company 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 Holding Company Common Stock and (ii) list the Holding Company Common Stock on a national or regional securities exchange or the Nasdaq Stock Market.

18. DIRECTORS AND OFFICERS OF THE BANK.

     At the close of the Conversion and Reorganization, the Directors and Officers of the Bank shall consist of the individuals designated by the Board of Directors of the Primary Parties.

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19. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION AND REORGANIZATION.

     For a period of three years following the Conversion and Reorganization, the Directors and Officers of the Holding Company and the Bank and their Associates may not purchase, without the prior written approval of the OTS, Holding Company Common Stock except from a broker-dealer registered with the SEC. This prohibition shall not apply, however, to (i) a negotiated transaction arrived at by direct negotiation between buyer and seller and involving more than 1% of the outstanding Holding Company 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) which may be attributable to individual Officers or Directors and their Associates. The foregoing restriction on purchases of Holding Company 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 Conversion Stock which are purchased by Persons other than Directors and Officers shall be transferable without restriction, except in connection with a transaction proscribed by Section 21 of this Plan. Shares of Conversion Stock purchased by Directors and Officers of the Holding Company and the Bank 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 or pursuant to any merger or similar transaction approved by the OTS. The shares of Conversion Stock issued by the Holding Company to 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 563b 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 Common Stock 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. RESTRICTIONS ON ACQUISITION OF STOCK OF THE HOLDING COMPANY.

     The articles of incorporation of the Holding Company shall prohibit any Person together with Associates or group of Persons acting in concert from offering to acquire or acquiring, directly or indirectly, beneficial ownership of more than 10% of any class of equity securities of the Holding Company, or of securities convertible into more than 10% of any such class. The articles of incorporation of the Holding Company also shall provide that all equity securities beneficially owned by any Person in excess of 10% of any class of equity securities shall be considered “excess shares”, and that excess shares 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. The foregoing restrictions shall not apply to (i) any offer

22

with a view toward public resale made exclusively to the Holding Company by underwriters or a selling group acting on its behalf, (ii) the purchase of shares by a Tax-Qualified Employee Stock Benefit Plan established for the benefit of the employees of the Holding Company and its subsidiaries which is exempt from approval requirements under 12 C.F.R. Section 574.3(c)(1)(vii) or any successor thereto, and (iii) any offer or acquisition approved in advance by the affirmative vote of two-thirds of the entire Board of Directors of the Holding Company. Directors, Officers or Employees of the Holding Company or the Bank or any subsidiary thereof shall not be deemed to be Associates or a group acting in concert with respect to their individual acquisitions of any class of equity securities of the Holding Company solely as a result of their capacities as such.

22. TAX RULINGS OR OPINIONS.

     Consummation of the Conversion and Reorganization is conditioned upon prior receipt by the Primary Parties 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 Pennsylvania 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 Primary Parties or to account holders receiving Subscription Rights before or after the Conversion and 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.

23. STOCK COMPENSATION PLANS.

     (a) The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock grant plans and other Non-Tax-Qualified Employee Stock Benefit Plans, provided that no stock options shall be granted, and no shares of Conversion Stock shall be purchased, pursuant to any of such plans prior to the earlier of (i) the one-year anniversary of the consummation of the Conversion and Reorganization or (ii) the receipt of shareholder approval of such plans at either an annual or special meeting of shareholders of the Holding Company held no earlier than six months following the Conversion and Reorganization.

     (b) Existing as well as any newly-created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Conversion Stock in the Offerings, to the extent permitted by the terms of such benefit plans and this Plan.

     (c) The Holding Company and the Bank are authorized to enter into employment or severance agreements with their executive officers.

24. DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK.

     (a) Following consummation of the Conversion and Reorganization, any repurchases of shares of capital stock by the Holding Company will be made in accordance with then applicable laws and regulations.

     (b) The Bank may not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause the regulatory capital of the Bank to be reduced below the amount required for the Bank Liquidation Account. Any dividend declared or paid on, or repurchase of, the Bank’s capital stock also shall be in compliance with then applicable laws and regulations.

25. PAYMENT OF FEES TO BROKERS.

     The Primary Parties may elect to offer to pay fees on a per share basis to securities brokers who assist purchasers of Conversion Stock in the Offerings.

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26. EFFECTIVE DATE.

     The effective date of the Conversion and Reorganization shall be the date upon which the last of the following actions occurs: (i) the filing of Articles of Merger with the Pennsylvania Department of State with respect to the Mid-Tier Holding Company Merger, (ii) the filing of Articles of Combination with the OTS with respect to the Mutual Holding Company Merger, and (iii) the closing of the issuance of the shares of Conversion Stock in the Offerings. The filing of Articles of Combination relating to the Mutual Holding Company Merger and the Mid-Tier Holding Company Merger and the closing of the issuance of shares of Conversion Stock in the Offerings shall not occur until all requisite regulatory, Depositor and Shareholder approvals have been obtained, all applicable waiting periods have expired and sufficient subscriptions and orders for the Conversion Stock have been received. It is intended that the closing of the Mutual Holding Company Merger, the Mid-Tier Holding Company Merger and the sale of shares of Conversion Stock in the Offerings shall occur consecutively and substantially simultaneously.

27. AMENDMENT OR TERMINATION OF THE PLAN.

     If deemed necessary or desirable by the Boards of Directors of the Primary Parties, this Plan may be substantively amended, as a result of comments from regulatory authorities or otherwise, at any time prior to the solicitation of proxies from Depositors and Shareholders 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 Depositors and Shareholders with the concurrence of the OTS shall not necessitate further approval by the Depositors and Shareholders unless otherwise required by the OTS. This Plan shall terminate if the sale of all shares of Conversion Stock is not completed within 24 months from the date of the Special Meeting of Depositors. Prior to the Special Meeting of Depositors and the Shareholders’ Meeting, this Plan may be terminated by the Boards of Directors of the Primary Parties without approval of the OTS; after the Special Meeting of Depositors and the Shareholders’ Meeting, the Boards of Directors may terminate this Plan only with the concurrence of the OTS.

28. 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 Primary Parties shall be final, subject to the authority of the OTS.

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Annex A

AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger, dated as of                     , 2010, is between Alliance Mutual Holding Company (the “Mutual Holding Company”), a federally chartered mutual holding company, and Alliance Bancorp, Inc. of Pennsylvania (the “Mid-Tier Holding Company” or the “Surviving Corporation”), a federally chartered stock mid-tier holding company.

WITNESSETH:

     WHEREAS, the Mutual Holding Company, the Mid-Tier Holding Company, a newly formed Pennsylvania-chartered stock corporation organized as a wholly owned subsidiary of the Mid-Tier Holding Company (the “Holding Company”), and Greater Delaware Valley Savings Bank, a Pennsylvania chartered savings bank doing business as “Alliance Bank” (the “Bank”), have adopted a Plan of Conversion and Reorganization (the “Plan”), pursuant to which (i) the Mutual Holding Company will merge with and into the Mid-Tier Holding Company (the “Mutual Holding Company Merger”); (ii) the Mid-Tier Holding Company will merge with and into the Holding Company (the “Mid-Tier Holding Company Merger”); and (iii) the Holding Company will exchange and offer shares of its common stock in the manner set forth in the Plan; and

     WHEREAS, the Mutual Holding Company and the Mid-Tier Holding Company (the “Constituent Corporations”) desire to provide for the terms and conditions of the Mutual Holding Company Merger.

     NOW, THEREFORE, the Mutual Holding Company and the Mid-Tier Holding Company hereby agree as follows:

     1. Effective Time. The Mutual Holding Company Merger shall become effective on the date and time specified in the endorsement of the Articles of Combination relating to the Mutual Holding Company Merger by the Corporate Secretary of the Office of Thrift Supervision (“OTS”) pursuant to 12 C.F.R. § 563.22, or any successor thereto (the “Effective Time”).

     2. The Mutual Holding Company Merger and Effect Thereof. Subject to the terms and conditions set forth herein and the prior approval of the OTS of the Conversion and Reorganization, as defined in the Plan, and the expiration of all applicable waiting periods, the Mutual Holding Company shall merge with and into the Mid-Tier Holding Company, which shall be the Surviving Corporation. Upon consummation of the Mutual Holding Company Merger, the Surviving Corporation shall be considered the same business and corporate entity as each of the Constituent Corporations and thereupon and thereafter all the property, rights, powers and franchises of each of the Constituent Corporations shall vest in the Surviving Corporation and the Surviving Corporation shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Constituent Corporations and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Corporation. In addition, any reference to either of the Constituent Corporations in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Corporation if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Constituent Corporations is a party shall not be deemed to have abated or to have been discontinued by reason of the Mutual Holding Company Merger, but may be prosecuted to final judgment, order or decree in the same manner as if the Mutual Holding Company Merger had not occurred or the

Surviving Corporation may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against either of the Constituent Corporations if the Mutual Holding Company Merger had not occurred.

     3. Cancellation of Mid-Tier Holding Company Common Stock held by the Mutual Holding Company; Establishment of a Liquidation Account.

     On the Effective Time, (i) each share of Mid-Tier Holding Company Common Stock, as defined in the Plan, issued and outstanding immediately prior to the Effective Time and held by the Mutual Holding Company shall, by virtue of the Mutual Holding Company Merger and without any action on the part of the holder thereof, be cancelled, and (ii) the Mid-Tier Holding Company shall establish a liquidation account on behalf of each Eligible Account Holder and Supplemental Eligible Account Holder who maintains their deposit account, in accordance with Section 15 of the Plan.

     4. No Dissenting Shares. The Mutual Holding Company Merger shall not create or result in any dissenter or appraisal rights. Holders of Mid-Tier Holding Company Common Stock shall not have any dissenter or appraisal rights pursuant to 12 C.F.R. §552.14.

     5. Name of Surviving Corporation. The name of the Surviving Corporation shall be “Alliance Bancorp, Inc. of Pennsylvania.”

     6. Directors of the Surviving Corporation. Upon and after the Effective Time, until changed in accordance with the Charter and Bylaws of the Surviving Corporation and applicable law, the number of directors of the Surviving Corporation shall be nine. The names of those persons who, upon and after the Effective Time, shall be directors of the Surviving Corporation are set forth below. Each such director shall serve for the term which expires at the annual meeting of shareholders of the Surviving Corporation in the year set forth after his respective name, and until a successor is elected and qualified.

Name	Term Expires
J. William Cotter, Jr.		2012
Dennis D. Cirucci		2013
Timothy E. Flatley		2011
William E. Hecht		2012
Peter J. Meier		2011
G. Bradley Rainer		2013
John A. Raggi		2012
Philip K. Stonier		2011
R. Cheston Woolard		2013

     The address of each such director is c/o Alliance Bank, 541 Lawrence Road, Broomall, Pennsylvania 19008.

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     7. Officers of the Surviving Corporation. Upon and after the Effective Time, until changed in accordance with the Charter and Bylaws of the Surviving Corporation and applicable law, the officers of the Mid-Tier Holding Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

     8. Offices. Upon the Effective Time, all offices of the Mid-Tier Holding Company shall be offices of the Surviving Corporation. As of the Effective Time, the home office of the Surviving Corporation shall remain at 541 Lawrence Road, Broomall, Pennsylvania.

     9. Charter and Bylaws. On and after the Effective Time, the Charter of the Mid-Tier Holding Company as in effect immediately prior to the Effective Time shall be the Charter of the Surviving Corporation until amended in accordance with the terms thereof and applicable law.

     On and after the Effective Time, the Bylaws of the Mid-Tier Holding Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with the terms thereof and applicable law.

     10. Shareholder and Depositor Approvals. The affirmative votes of the holders of Mid-Tier Holding Company Common Stock as set forth in Section 3(e) of the Plan and the Depositors as set forth in Section 3(e) of the Plan shall be required to approve the Plan, of which this Agreement and Plan of Merger is a part.

     11. Director Approval. At least two-thirds of the members of the Board of Directors of each of the Constituent Corporations have approved this Agreement and Plan of Merger.

     12. Amendment or Termination. This Plan of Merger may be amended or terminated in the manner set forth in Section 27 of the Plan by a subsequent writing signed by the parties hereto upon the approval of the Board of Directors of each of the parties hereto.

     13. Successors. This Agreement shall be binding on the successors of the Mutual Holding Company and the Mid-Tier Holding Company.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America.

[Signatures on following page]

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     IN WITNESS WHEREOF, the Mutual Holding Company and the Mid-Tier Holding Company have caused this Agreement and Plan of Merger to be executed by their duly authorized officers as of the day and year first above written.

	ALLIANCE MUTUAL HOLDING COMPANY
Attest:
	By:
Kathleen P. Lynch		Dennis D. Cirucci
Corporate Secretary		President and Chief Executive Officer
	ALLIANCE BANCORP, INC.
	OF PENNSYLVANIA
	(a Federal corporation)
Attest:
	By:
Kathleen P. Lynch		Dennis D. Cirucci
Corporate Secretary		President and Chief Executive Officer

A-4

Annex B

AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger, dated as of                     , 2010, is between Alliance Bancorp, Inc. of Pennsylvania (the “Mid-Tier Holding Company”), a federally chartered corporation, the wholly owned subsidiary of the Mid-Tier Holding Company, a Pennsylvania corporation also known as Alliance Bancorp, Inc. of Pennsylvania (the “Holding Company” or “Surviving Corporation”).

WITNESSETH:

     WHEREAS, Alliance Mutual Holding Company, a federally chartered mutual holding company (the “Mutual Holding Company”), the Mid-Tier Holding Company, the Holding Company and Greater Delaware Valley Savings Bank, a Pennsylvania chartered savings bank doing business as “Alliance Bank” (the “Bank”), have adopted a Plan of Conversion and Reorganization (the “Plan”), pursuant to which (i) the Mutual Holding Company will merge with and into the Mid-Tier Holding Company (the “Mutual Holding Company Merger”); (ii) the Mid-Tier Holding Company will merge with and into the Holding Company (the “Mid-Tier Holding Company Merger”); and (iii) the Holding Company will offer shares of its common stock in the manner set forth in the Plan; and

     WHEREAS, the Mid-Tier Holding Company and the Holding Company (the “Constituent Corporations”) desire to provide for the terms and conditions of the Mid-Tier Holding Company Merger.

     NOW, THEREFORE, the Mid-Tier Holding Company and the Holding Company hereby agree as follows:

     1. Effective Time. The Mid-Tier Holding Company Merger shall become effective on the date and time specified in (i) the endorsement of the Articles of Combination relating to the Mid-Tier Holding Company Merger by the Corporate Secretary of the Office of Thrift Supervision (“OTS”) pursuant to 12 C.F.R. §563.22, or any successor thereto and (ii) the Articles of Merger filed with the Department of State of the Commonwealth of Pennsylvania (the “Effective Time”).

     2. The Mid-Tier Holding Company Merger and Effect Thereof. Subject to the terms and conditions set forth herein and the prior approval of the OTS of the Conversion and Reorganization, as defined in the Plan, and the expiration of all applicable waiting periods, Mid-Tier Holding Company shall merge with and into the Holding Company, which shall be the Surviving Corporation. Upon consummation of the Mid-Tier Holding Company Merger, the Surviving Corporation shall be considered the same business and corporate entity as each of the Constituent Corporations and thereupon and thereafter all the property, rights, powers and franchises of each of the Constituent Corporations shall vest in the Surviving Corporation and the Surviving Corporation shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Constituent Corporations and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Corporation. In addition, any reference to either of the Constituent Corporations in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Corporation if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Constituent Corporations is a party shall not be deemed to have abated or to have been discontinued by reason of the Mid-Tier Holding Company Merger, but may be prosecuted to final judgment, order or decree in the same manner as if the Mid-Tier Holding Company Merger had not occurred or the Surviving Corporation may be substituted as a party to such action or proceeding, and any judgment, order or

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decree may be rendered for or against it that might have been rendered for or against either of the Constituent Corporations if the Mid-Tier Holding Company Merger had not occurred.

     3. Conversion of Stock.

     (a) On the Effective Time, (i) each share of Mid-Tier Holding Company Common Stock, as defined in the Plan, issued and outstanding immediately prior to the Effective Time (the shares of Mid-Tier Holding Company Common Stock which were previously held by the Mutual Holding Company having been cancelled as a result of the Mutual Holding Company Merger), shall, by virtue of the Mid-Tier Holding Company Merger and without any action on the part of the holder thereof, be converted into the right to receive Holding Company Common Stock based on the Exchange Ratio, as defined in the Plan, plus the right to receive cash in lieu of any fractional share interest, as determined in accordance with Section 3(c) hereof, (ii) each share of Holding Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Mid-Tier Holding Company Merger and without any action on the part of the holder thereof, be cancelled and no consideration shall be exchanged therefor, and, (iii) the Holding Company shall assume the liquidation account previously established by the Mid-Tier Holding Company in connection with the Mutual Holding Company Merger on behalf of each Eligible Account Holder and Supplemental Eligible Account Holder in accordance with Section 15 of the Plan.

     (b) On and after the Effective Time, there shall be no registrations of transfers on the stock transfer books of the Mid-Tier Holding Company of shares of Mid-Tier Holding Company Common Stock which were outstanding immediately prior to the Effective Time.

     (c) Notwithstanding any other provision hereof, no fractional shares of Holding Company Common Stock shall be issued to holders of Mid-Tier Holding Company Common Stock. In lieu thereof, each holder of shares of Mid-Tier Holding Company Common Stock entitled to a fraction of a share of Holding Company Common Stock shall, at the time of surrender of the certificate or certificates representing such holder’s shares, receive an amount of cash equal to the product arrived at by multiplying such fraction of a share of Holding Company Common Stock by the Actual Purchase Price, as defined in the Plan. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

     4. Exchange of Shares.

     (a) At or after the Effective Time, each holder of a certificate or certificates theretofore evidencing issued and outstanding shares of Mid-Tier Holding Company Common Stock, upon surrender of the same to an agent, duly appointed by the Holding Company (“Exchange Agent”), shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Holding Company Common Stock for which the shares of Mid-Tier Holding Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 3(a) hereof. The Exchange Agent shall mail to each holder of record of an outstanding certificate which immediately prior to the Effective Time evidenced shares of Mid-Tier Holding Company Common Stock, and which is to be exchanged for Holding Company Common Stock as provided in Section 3(a) hereof, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificate shall pass, only upon delivery of such certificate to the Exchange Agent) advising such holder of the terms of the exchange effected by the Mid-Tier Holding Company Merger and of the procedure for surrendering to the Exchange Agent such certificate in exchange for a certificate or certificates evidencing Holding Company Common Stock.

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     (b) No holder of a certificate theretofore representing shares of Mid-Tier Holding Company Common Stock shall be entitled to receive any dividends in respect of the Holding Company Common Stock into which such shares shall have been converted by virtue of the Mid-Tier Holding Company Merger until the certificate representing such shares of Mid-Tier Holding Company Common Stock is surrendered in exchange for certificates representing shares of Holding Company Common Stock. In the event that dividends are declared and paid by the Holding Company in respect of Holding Company Common Stock after the Effective Time but prior to surrender of certificates representing shares of Mid-Tier Holding Company Common Stock, dividends payable in respect of shares of Holding Company Common Stock not then issued shall accrue (without interest). Any such dividends shall be paid (without interest) upon surrender of the certificates representing such shares of Mid-Tier Holding Company Common Stock. The Holding Company shall be entitled, after the Effective Time, to treat certificates representing shares of Mid-Tier Holding Company Common Stock as evidencing ownership of the number of full shares of Holding Company Common Stock into which the shares of Mid-Tier Holding Company Common Stock represented by such certificates shall have been converted, notwithstanding the failure on the part of the holder thereof to surrender such certificates.

     (c) The Holding Company shall not be obligated to deliver a certificate or certificates representing shares of Holding Company Common Stock to which a holder of Mid-Tier Holding Company Common Stock would otherwise be entitled as a result of the Mid-Tier Holding Company Merger until such holder surrenders the certificate or certificates representing the shares of Mid-Tier Holding Company Common Stock for exchange as provided in this Section 4, or, in default thereof, an appropriate Affidavit of Loss and Indemnity Agreement and/or a bond as may be required in each case by the Holding Company. If any certificate evidencing shares of Holding Company Common Stock is to be issued in a name other than that in which the certificate evidencing Mid-Tier Holding Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a certificate for shares of Holding Company Common Stock in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

     (d) If, between the date hereof and the Effective Time, the shares of Mid-Tier Holding Company Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio specified in Section 3(a) hereof shall be adjusted accordingly.

     5. Dissenting Shares. No holders of shares of Mid-Tier Holding Company Common Stock shall have dissenter and appraisal rights in connection with the Mid-Tier Holding Company Merger pursuant to 12 C.F.R. §552.14.

     6. Name of Surviving Corporation. The name of the Surviving Corporation shall be “Alliance Bancorp, Inc. of Pennsylvania.”

     7. Directors of the Surviving Corporation. Upon and after the Effective Time, until changed in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation and applicable law, the number of directors of the Surviving Corporation shall be nine. The names of those persons who, upon and after the Effective Time, shall be directors of the Surviving Corporation are set forth below. Each such

B-3

director shall serve for the term which expires at the annual meeting of shareholders of the Surviving Corporation in the year set forth after his respective name, and until a successor is elected and qualified.

Name	Term Expires
J. William Cotter		2012
Dennis D. Cirucci		2013
Timothy E. Flatley		2011
William E. Hecht		2012
Peter J. Meier		2011
G. Bradley Rainer		2013
John A. Raggi		2012
Philip K. Stonier		2011
R. Cheston Woolard		2013

     The address of each such director is c/o Alliance Bank, 541 Lawrence Road, Broomall, Pennsylvania 19008.

     8. Officers of the Surviving Corporation. Upon and after the Effective Time, until changed in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation and applicable law, the officers of the Holding Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

     9. Offices. Upon the Effective Time, all offices of the Holding Company shall be offices of the Surviving Corporation. As of the Effective Time, the home office of the Surviving Corporation shall remain at 541 Lawrence Road, Broomall, Pennsylvania 19008.

     10. Articles of Incorporation and Bylaws. On and after the Effective Time, the Articles of Incorporation and Bylaws of the Holding Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until amended in accordance with the terms thereof and applicable law.

     11. Shareholder and Depositor Approvals. The affirmative votes of the holders of Mid-Tier Holding Company Common Stock as set forth in Section 3(e) of the Plan and the Depositors as set forth in Section 3(e) of the Plan shall be required to approve the Plan, of which this Agreement and Plan of Merger is a part.

     12. Director Approval. At least two-thirds of the members of the Board of Directors of each of the Constituent Corporations have approved this Agreement and Plan of Merger.

     13. Registration; Other Approvals. In addition to the approvals set forth in Sections 1, 12 and 13 hereof and the Plan, the parties’ obligations to consummate the Mid-Tier Holding Company Merger shall be subject to the Holding Company Common Stock to be issued hereunder in exchange for Mid-Tier Holding Company Common Stock being registered under the Securities Act of 1933, as amended, and registered or qualified under applicable state securities laws, as well as the receipt of all other approvals, consents or waivers as the parties may deem necessary or advisable.

     14. Amendment or Termination. This Plan of Merger may be amended or terminated in the manner set forth in Section 27 of the Plan by a subsequent writing signed by the parties hereto upon the approval of the Board of Directors of each of the parties hereto.

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     15. Successors. This Agreement shall be binding on the successors of the Mid-Tier Holding Company and the Holding Company.

     16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania and, to the extent applicable, the laws of the United States.

[Signatures on following page]

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     IN WITNESS WHEREOF, the Mid-Tier Holding Company and the Holding Company have caused this Agreement and Plan of Merger to be executed by their duly authorized officers as of the day and year first above written.

	ALLIANCE BANCORP, INC.
	OF PENNSYLVANIA
	(a Federal corporation)
Attest:
	By:
Kathleen P. Lynch		Dennis D. Cirucci
Corporate Secretary		President and Chief Executive Officer
	ALLIANCE BANCORP, INC.
	OF PENNSYLVANIA
	(a Pennsylvania corporation)
Attest:
	By:
Kathleen P. Lynch		Dennis D. Cirucci
Corporate Secretary		President and Chief Executive Officer

B-6

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION
OF
ALLIANCE BANCORP, INC. OF PENNSYLVANIA

ARTICLE I
NAME

     The name of the corporation is Alliance Bancorp, Inc. of Pennsylvania (hereinafter referred to as the “Corporation”).

ARTICLE II
REGISTERED OFFICE

     The address of the initial registered office of the Corporation in the Commonwealth of Pennsylvania is 541 Lawrence Avenue, Broomall, Delaware County, Pennsylvania 19008.

ARTICLE III
NATURE OF BUSINESS

     The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania (the “BCL”). The Corporation is incorporated under the provisions of the BCL.

ARTICLE IV
CAPITAL STOCK

     A. Authorized Amount. The total number of shares of capital stock which the Corporation has authority to issue is 60,000,000, of which 10,000,000 shall be serial preferred stock, par value $0.01 per share (hereinafter the “Preferred Stock”), and 50,000,000 shall be common stock, par value $0.01 per share (hereinafter the “Common Stock”). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of shareholders. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor.

     B. Common Stock. Except as provided in this Article IV (or in any resolution or resolutions adopted by the Board of Directors pursuant hereto), the exclusive voting power of the Corporation shall be vested in the Common Stock, with each holder thereof being entitled to one vote for each share of such Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights and preferences of any class of stock having preference over the Common Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive pro rata the remaining assets of the Corporation after the holders of any class of stock having preference over the Common Stock have been paid in full any sums to which they may be entitled.

     C. Authority of Board to Fix Terms of Preferred Stock. The Board of Directors shall have the full authority permitted by law to divide the authorized and unissued shares of Preferred Stock into series and to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights of the Preferred Stock or any series thereof that may be desired.

     D. Preemptive Rights. Except as may be provided in a resolution or resolutions of the Board of Directors providing for the issue of any series of Preferred Stock, no holder of shares of capital stock of the Corporation as such shall have any preemptive or preferential right to purchase or subscribe to any part of any new or additional issue of capital stock of any class whatsoever of the Corporation, or of securities convertible into capital stock of any class whatsoever, whether now or hereafter authorized or issued.

     E. Uncertificated Shares. Any or all classes and series of shares of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except as required by applicable law, including that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth or stated on certificates. Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

ARTICLE V
INCORPORATOR

     The name and mailing address of the sole incorporator is as follows:

Name	Address
Alliance Bank	541 Lawrence Road Broomall, Pennsylvania 19008

ARTICLE VI
DIRECTORS

     A. Directors and Number of Directors. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors. Except as otherwise increased from time to time by the exercise of the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors, the number of directors of the Corporation shall be determined in accordance with the Corporation’s Bylaws.

     B. Classification and Terms. The Board of Directors, other than those who may be elected by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes as nearly equal in number as possible, with one class to be elected annually. The term of office of the initial directors shall be as follows: the term of directors of the first class shall expire at the first annual meeting of shareholders after the effective date of these Articles of Incorporation; the term of office of the directors of the second class shall expire at the second annual meeting

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of shareholders after the effective date of these Articles of Incorporation; and the term of office of the third class shall expire at the third annual meeting of shareholders after the effective date of these Articles of Incorporation; and, as to directors of each class, when their respective successors are elected and qualified. At each annual meeting of shareholders, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders (except to the extent necessary to ensure that the Board of Directors shall be divided into three classes as nearly equal in number as possible) and when their respective successors are elected and qualified.

     C. No Cumulative Voting. Shareholders of the Corporation shall not be permitted to cumulate their votes for the election of directors.

     D. Vacancies. Except as otherwise fixed pursuant to the provisions of Article IV hereof relating to the right to elect directors by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, shall be filled by a majority vote of the directors then in office, whether or not a quorum is present, or by a sole remaining director, and any director so chosen shall serve until the term of the class to which he was appointed shall expire and until his successor is elected and qualified. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned, provided that no decrease in the number of directors shall shorten the term of any incumbent director.

     E. Removal. Except as otherwise required by law, and subject to the rights of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors, any director (including persons elected by directors to fill vacancies in the Board of Directors) may be removed from office by shareholders only for cause and only upon the affirmative vote of not less than a majority of the total votes eligible to be cast by shareholders at a duly constituted meeting of shareholders called expressly for such purpose. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony or of an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of such director’s duties to the Corporation.

ARTICLE VII
MEETINGS OF SHAREHOLDERS; ACTION WITHOUT A MEETING

     A. Special Meetings of Shareholders. Except as otherwise required by law, and subject to the rights of the holders of any class or series of Preferred Stock, special meetings of shareholders may be called only by the Board of Directors of the Corporation pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office.

     B. Action Without a Meeting. An action permitted to be taken by the shareholders of the Corporation at a meeting of shareholders may be taken without a meeting only if a unanimous written consent setting forth the action so taken is signed by all shareholders who would be entitled to vote at a meeting for such purpose and such consent is filed with the Secretary of the Corporation as part of the corporate records.

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ARTICLE VIII
LIABILITY OF DIRECTORS AND OFFICERS

     The personal liability of the directors and officers of the Corporation for monetary damages for conduct in their capacities as such shall be eliminated to the fullest extent permitted by the BCL as it exists on the effective date of these Articles of Incorporation or as such law may be thereafter in effect. No amendment, modification or repeal of this Article VIII, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VIII, shall adversely affect the rights provided hereby with respect to any claim, issue or matter in any proceeding that is based in any respect on any alleged action or failure to act occurring prior to such amendment, modification, repeal or adoption.

ARTICLE IX
RESTRICTIONS ON OFFERS AND ACQUISITIONS OF
THE CORPORATION=S EQUITY SECURITIES

     A. Definitions.

          (a) Acquire. The term “Acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

          (b) Acting in Concert. 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.

          (c) Affiliate. An “Affiliate” of, or a Person “affiliated with” a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

          (d) Associate. The term “Associate” used to indicate a relationship with any Person means:

     (i) Any corporation, partnership, limited liability company or other organization (other than the Corporation or a Subsidiary of the Corporation), or any subsidiary or parent thereof, of which such Person is a director, officer or partner or member or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities;

     (ii) Any trust or other estate in which such Person has a 10% or greater beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, such term shall not include any employee stock benefit plan of the Corporation or a Subsidiary of the Corporation in which such Person has a 10% or greater beneficial interest or serves as a trustee or in a similar fiduciary capacity;

     (iii) Any relative or spouse of such Person (or any relative of such spouse) who has the same home as such Person or who is a director or officer of the Corporation or a Subsidiary of the Corporation (or any subsidiary or parent thereof); or

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     (iv) Any investment company registered under the Investment Company Act of 1940 for which such Person or any Affiliate or Associate of such Person serves as investment advisor.

          (e) Beneficial Owner (including Beneficially Owned). A Person shall be considered the “Beneficial Owner” of any shares of stock (whether or not owned of record):

     (i) With respect to which such Person or any Affiliate or Associate of such Person directly or indirectly has or shares (A) voting power, including the power to vote or to direct the voting of such shares of stock, and/or (B) investment power, including the power to dispose of or to direct the disposition of such shares of stock;

     (ii) Which such Person or any Affiliate or Associate of such Person has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, and/or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether such right is exercisable immediately or only after the passage of time); or

     (iii) Which are Beneficially Owned within the meaning of clauses (i) or (ii) above by any other Person with which such first-mentioned Person or any of its Affiliates or Associates either (A) has any agreement, arrangement or understanding, written or oral, with respect to acquiring, holding, voting or disposing of any shares of stock of the Corporation or any Subsidiary of the Corporation or acquiring, holding or disposing of all or substantially all, or any Substantial Part, of the assets or business of the Corporation or a Subsidiary of the Corporation, or (B) is Acting in Concert. For the purpose only of determining whether a Person is the Beneficial Owner of a percentage specified in this Article IX of the outstanding Voting Shares, such shares shall be deemed to include any Voting Shares which may be issuable pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise and which are deemed to be Beneficially Owned by such Person pursuant to the foregoing provisions of this Article IX A(e), but shall not include any other Voting Shares which may be issuable in such manner.

          (f) Offer. The term “Offer” shall mean every offer to buy or acquire, solicitation of an offer to sell, tender offer or request or invitation for tender of, a security or interest in a security for value; provided that the term “Offer” shall not include (i) inquiries directed solely to the management of the Corporation and not intended to be communicated to shareholders which are designed to elicit an indication of management’s receptivity to the basic structure of a potential acquisition with respect to the amount of cash and or securities, manner of acquisition and formula for determining price, or (ii) non-binding expressions of understanding or letters of intent with the management of the Corporation regarding the basic structure of a potential acquisition with respect to the amount of cash and or securities, manner of acquisition and formula for determining price.

          (g) Person. The term “Person” shall mean any individual, partnership, corporation, limited liability company, association, trust, group or other entity. When two or more Persons act as a partnership, limited partnership, limited liability company, syndicate, association or other group for the purpose of acquiring, holding or disposing of shares of stock, such partnership, syndicate, associate or group shall be deemed a “Person.”

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          (h) Substantial Part. The term “Substantial Part” as used with reference to the assets of the Corporation or of any Subsidiary means assets having a value of more than 10% of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation’s most recent fiscal year ending prior to the time the determination is being made.

          (i) Subsidiary. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Person in question.

          (j) Voting Shares. “Voting Shares” shall mean shares of the Corporation entitled to vote generally in an election of directors.

          (k) Certain Determinations With Respect to Article IX. A majority of the directors shall have the power to determine for the purposes of this Article IX, on the basis of information known to them and acting in good faith: (A) the number of Voting Shares of which any Person is the Beneficial Owner, (B) whether a Person is an Affiliate or Associate of another, (C) whether a Person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of “Beneficial Owner” as hereinabove defined, and (D) such other matters with respect to which a determination is required under this Article IX.

          (l) Directors, Officers or Employees. Directors, officers or employees of the Corporation or any Subsidiary thereof shall not be deemed to be a group with respect to their individual acquisitions of any class of equity securities of the Corporation solely as a result of their capacities as such.

     B. Restrictions. No Person shall directly or indirectly Offer to acquire or acquire the Beneficial Ownership of (i) more than 10% of the issued and outstanding shares of any class of an equity security of the Corporation, or (ii) any securities convertible into, or exercisable for, any equity securities of the Corporation if, assuming conversion or exercise by such Person of all securities of which such Person is the Beneficial Owner which are convertible into, or exercisable for, such equity securities (but of no securities convertible into, or exercisable for, such equity securities of which such Person is not the Beneficial Owner), such Person would be the Beneficial Owner of more than 10% of any class of an equity security of the Corporation.

     C. Exclusions. The foregoing restrictions shall not apply to (i) any Offer with a view toward public resale made exclusively to the Corporation by underwriters or a selling group acting on its behalf, (ii) any employee benefit plan or arrangement established by the Corporation or a Subsidiary of the Corporation and any trustee of such a plan or arrangement, and (iii) any other Offer or acquisition approved in advance by the affirmative vote of 80% of the members of the Corporation’s Board of Directors then in office.

     D. Remedies. In the event that shares are acquired in violation of this Article IX, all shares Beneficially Owned by any Person in excess of 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 shareholders for a vote, and the Board of Directors may cause such Excess Shares to be transferred to an independent trustee for sale on the open market or otherwise, with the expenses of such trustee to be paid out of the proceeds of the sale.

ARTICLE X
APPLICABILITY OF CERTAIN PROVISIONS OF THE BCL

     Subchapter G, “Control-Share Acquisitions,” of Chapter 25 of the BCL, and any successor to such provision, shall not apply to the Corporation.

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ARTICLE XI
STOCKHOLDER APPROVAL OF CERTAIN ACTIONS

          Except as set forth in the following sentence, any action required or permitted to be taken by the stockholders of the Corporation pursuant to Subchapters C (Merger, Consolidation, Share Exchange, and Sale of Assets), D (Division) and F (Voluntary Dissolution and Winding Up) of Chapter 19 of the BCL, or any successors thereto, shall be taken upon only the affirmative vote of at least 75% of the Voting Shares (as defined in Article IX hereof and after giving effect to Article IX D hereof), as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof. Notwithstanding the preceding sentence, if any such action is recommended by at least two-thirds of the entire Board of Directors, the 75% stockholder vote set forth in the preceding sentence will not be applicable, and, in such event, the action will require only such affirmative vote as is required by law.

ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

     A. Articles of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon shareholders herein are granted subject to this reservation. No amendment, addition, alteration, change or repeal of these Articles of Incorporation shall be made unless it is first approved by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office, and, to the extent required by applicable law, thereafter is approved by the holders of a majority (except as provided below) of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof, shall be required to amend, adopt, alter, change or repeal any provision inconsistent with Articles VI, VII, VIII, IX, XI and XII hereof which has not been approved by the affirmative vote of 80% of the Corporation’s Board of Directors then in office.

     B. Bylaws. The Board of Directors, to the extent permitted by law, or shareholders may adopt, alter, amend or repeal the Bylaws of the Corporation. Such action by the Board of Directors shall require the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such action by the shareholders shall require the affirmative vote of at least a majority of the Voting Shares (as defined in Article IX hereof and after giving effect to Article IX D hereof), as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof provided, however, that the affirmative vote of at least 75% of the Voting Shares (as defined in Article IX hereof and after giving effect to Article IX D hereof), voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof, shall be required to amend, alter, change or repeal any provision of, or adopt any provision inconsistent with, Sections 2.10, 3.1, 3.2, 3.3, 3.4 and 3.12 and Article VI of the Bylaws.

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ARTICLE XIII
LIQUIDATION ACCOUNT

          Under regulations of the Office of Thrift Supervision, the Corporation must establish and maintain a liquidation account (the “Liquidation Account”) for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion and Reorganization of Alliance Mutual Holding Company (A Federal Mutual Holding Company), Alliance Bancorp, Inc. of Pennsylvania (A Federal Corporation), the Corporation and Alliance Bank (A Federal Savings Bank) (the “Plan of Conversion”). In the event of a complete liquidation involving (i) the Corporation or (ii) Alliance Bank, the Corporation must comply with the regulations of the Office of Thrift Supervision and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such account holders to voting rights.

          THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Business Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania through these Articles of Incorporation, has caused these Articles of Incorporation to be signed by its President and Chief Executive Officer, who hereby declares and certifies that the facts herein stated are true and who has hereunto set his hand this _____ day of August, 2010.

ALLIANCE BANK
By:
	Dennis D. Cirucci
	President and Chief Executive Officer

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EX-3.2

Exhibit 3.2

BYLAWS
OF
ALLIANCE BANCORP, INC. OF PENNSYLVANIA

ARTICLE I
OFFICES

     1.1 Registered Office and Registered Agent. The registered office of Alliance Bancorp, Inc. of Pennsylvania (“Corporation”) shall be located in the Commonwealth of Pennsylvania at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.

     1.2 Other Offices. The Corporation may have other offices within or outside the Commonwealth of Pennsylvania at such place or places as the Board of Directors may from time to time determine.

ARTICLE II
SHAREHOLDERS’ MEETINGS

     2.1 Place of Meetings. All meetings of the shareholders shall be held at such place within or outside the Commonwealth of Pennsylvania as shall be determined by the Board of Directors.

     2.2 Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on such date and time as may be determined by the Board of Directors and stated in the notice of such meeting.

     2.3 Organization and Conduct. Each meeting of the shareholders shall be presided over by the President, or if the President is not present, by the Chairman of the Board or any Executive Vice President or such other person as the directors may determine. The Secretary, or in his absence any Assistant Secretary or temporary Secretary, shall act as secretary of each meeting of the shareholders. In the absence of the Secretary, Assistant Secretary and any temporary Secretary, the chairman of the meeting may appoint any person present to act as secretary of the meeting. The chairman of any meeting of the shareholders, unless prescribed by law or regulation or unless the Board of Directors has otherwise determined, shall determine the order of the business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussions as shall be deemed appropriate by him in his sole discretion.

     2.4 Notice.

     (a) Written notice of every meeting of shareholders shall be given by, or at the direction of, the Secretary of the Corporation or other authorized person to each shareholder of record entitled to vote at the meeting at least (i) ten days prior to the day named for a meeting that will consider a fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law (“BCL”), or any successor thereto, or (ii) five days prior to the day named for a meeting in any other case. A notice of meeting shall specify the place, day and hour of the meeting, and in the case of a special meeting, the general nature of the business to be transacted thereat, as well as any other information required by law.

     (b) When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board of Directors fixes a new

1

record date for the adjourned meeting or notice of the business to be transacted is required to be given by applicable law and such notice previously has not been given.

     2.5 Record Date. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, such date to be not more than 90 days and not less than (i) ten days in the case of a meeting that will consider a fundamental change under Chapter 19 of the BCL, or any successor thereto, or (ii) five days in the case of a meeting for any other purpose, prior to the date of the meeting established by the Board of Directors.

     2.6 Voting List. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

     2.7 Quorum. Except as otherwise required by law:

     (a) The presence of shareholders entitled to vote at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at a meeting of shareholders shall constitute a quorum for the purposes of consideration and action on the matter.

     (b) The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the general withdrawal of enough shareholders to leave less than a quorum.

     2.8 Voting of Shares.

     (a) Except as otherwise provided in these Bylaws or to the extent that voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation, each shareholder, on each matter submitted to a vote at a meeting of shareholders, shall have one vote for each share of stock registered in his name on the books of the Corporation.

     (b) Except as otherwise provided by law, the Corporation=s Articles of Incorporation or paragraph (c) of this Section 2.8, any corporate action to be taken by vote of the shareholders of the Corporation shall be authorized by receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon and, if any shareholders are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by shareholders entitled to vote as a class.

     (c) Directors are to be elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If, at any meeting of the shareholders, due to a vacancy or vacancies or otherwise, directors of more than one class of the Board of Directors are to be elected, each class of directors to be elected at the meeting shall be elected in a separate election by a plurality vote.

     2.9 Proxies. Every shareholder entitled to vote at a meeting of shareholders may authorize another person to act for him by a proxy duly executed by the shareholder or his duly authorized attorney-in-fact. The presence of, or vote or other action at a meeting of shareholders, by a proxy of a shareholder shall constitute the presence of, or vote or other action by, the shareholder for all purposes. No proxy shall be valid after three years from the date of execution unless a longer time is expressly provided therein.

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     2.10 Shareholder Proposals.

     (a) At an annual meeting of shareholders, only such new business shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting by, or at the direction of, (a) the Board of Directors or (b) any shareholder of the Corporation who complies with all the requirements set forth in this Section 2.10.

     (b) Proposals, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 2.10. For shareholder proposals to be included in the Corporation’s proxy materials, the shareholder must comply with all the timing and informational requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (AExchange Act@) (or any successor regulation), whether or not the Corporation=s common stock is registered under the Exchange Act. With respect to shareholder proposals to be considered at the annual meeting of shareholders but not included in the Corporation’s proxy materials, the shareholder notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than (x) 120 days prior to the anniversary date of the initial mailing of proxy materials or of a notice of the meeting by the Corporation in connection with the immediately preceding annual meeting of shareholders of the Corporation or (y), with respect to the first annual meeting of shareholders of the Corporation, which is expected to be held in April 2011, notice must be provided by January 31, 2011. Such shareholder=s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (1) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business and, to the extent known, any other shareholders known by such shareholder to be supporting such proposal, (3) the class and number of shares of the Corporation’s stock which are Beneficially Owned (as defined in Section 3.12 (d) hereof) by the shareholder submitting the notice, by any Person who is Acting in Concert with or who is an Affiliate or Associate of such shareholder (as such capitalized terms are defined in Section 3.12 (d) hereof), by any Person who is a member of any group with such shareholder with respect to the Corporation stock or who is known by such shareholder to be supporting such proposal on the date the notice is given to the Corporation, and by each Person who is in control of, is controlled by or is under common control with any of the foregoing Persons (if any of the foregoing Persons is a partnership, corporation, limited liability company, association or trust, information shall be provided regarding the name and address of, and the class and number of shares of Corporation stock which are Beneficially Owned (as defined in Section 3.12(d) hereof) by, each partner in such partnership, each director, executive officer and shareholder in such corporation, each member in such limited liability company or association, and each trustee and beneficiary of such trust, and in each case each Person controlling such entity and each partner, director, executive officer, shareholder, member or trustee of any entity which is ultimately in control of such partnership, corporation, limited liability company, association or trust), (4) the identification of any person retained or to be compensated by the shareholder submitting the proposal, or any person acting on his or her behalf, to make solicitations or recommendations to shareholders for the purpose of assisting in the passage of such proposal and a brief description of the terms of such employment, retainer or arrangement for compensation, and (5) any material interest of the shareholder in such business.

     (c) The Board of Directors may reject any shareholder proposal not timely made in accordance with the terms of this Section 2.10. If the Board of Directors, or a designated committee thereof or other authorized individual, determines that the information provided in a shareholder=s notice does not satisfy the information requirements of this Section 2.10 in any material respect, the Secretary of the Corporation or a duly authorized representative of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time not to exceed five days from the date such deficiency notice is given to the shareholder as the Board of Directors or such committee or other authorized individual

3

shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee or other authorized individual determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section 2.10 in any material respect, then the Board of Directors may reject such shareholder=s proposal. The Secretary of the Corporation or a duly authorized representative of the Corporation shall notify a shareholder in writing whether his proposal has been made in accordance with the time and informational requirements of this Section 2.10. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee or other authorized individual makes a determination as to the validity of any shareholder proposal, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the shareholder proposal was made in accordance with the terms of this Section 2.10. If the presiding officer determines that a shareholder proposal was made in accordance with the terms of this Section 2.10, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to any such proposal. If the presiding officer determines that a shareholder proposal was not made in accordance with the terms of this Section 2.10, he shall so declare at the annual meeting and any such proposal shall not be acted upon at the annual meeting.

     (d) This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.

     2.11 Judges of Election.

     (a) For each meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for office to be filled at the meeting shall not act as a judge.

     (b) The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

ARTICLE III
BOARD OF DIRECTORS

     3.1 Number and Powers; Age Limitation. The business affairs of the Corporation shall be managed under the direction of a Board of Directors of not less than five nor more than 15, as set from time to time by resolution of the Board of Directors. Directors need not be shareholders or residents of the Commonwealth of Pennsylvania. In addition to the powers and authorities expressly conferred upon it by these Bylaws and the Articles of Incorporation, all such powers of the Corporation as are not by statute or by the Corporation’s Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders, may be exercised by or under the authority of the Board of Directors.

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     No person shall be eligible for election, re-election, appointment or re-appointment as a member of the Board of Directors of the Corporation if such person is more than 72 years of age. Any person who attains the age of 72 years during his term as director of the Corporation shall continue to serve as a director for the remainder of such term.

     3.2 Classification and Terms. The classification and terms of the directors shall be as set forth in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

     3.3 Vacancies. All vacancies on the Board of Directors shall be filled in the manner provided in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

     3.4 Removal of Directors. Directors may be removed in the manner provided in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

     3.5 Regular Meetings. Regular meetings of the Board of Directors or any committee may be held without notice at the principal place of business of the Corporation or at such other place or places, either within or outside the Commonwealth of Pennsylvania, as the Board of Directors or such committee, as the case may be, may from time to time appoint or as may be designated in the notice of the meeting. A regular meeting of the Board of Directors shall be held without notice immediately after the annual meeting of shareholders.

     3.6 Special Meetings.

          (a) Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President or by a majority of the authorized number of directors, to be held at the principal place of business of the Corporation or at such other place or places as the Board of Directors or the person or persons calling such meeting may from time to time designate. Notice of all special meetings of the Board of Directors shall be given to each director at least twenty-four (24) hours prior to such meeting if notice is given in person or by telephone, telegraph, telex, facsimile or other electronic transmission and at least five (5) days prior to such meeting if notice is given in writing and delivered by courier or by postage prepaid mail. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting. Any director may waive notice of any meeting by submitting a signed waiver of notice with the Secretary, whether before or after the meeting. 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 at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

          (b) Special meetings of any committee may be called at any time by such person or persons and with such notice as shall be specified for such committee by the Board of Directors, or in the absence of such specification, in the manner and with the notice required for special meetings of the Board of Directors.

     3.7 Action of Directors by Communications Equipment. One or more persons may participate in a meeting of directors, or of a committee thereof, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

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     3.8 Quorum of and Action by Directors. A majority of the Board of Directors then in office shall be necessary at all meetings to constitute a quorum for the transaction of business and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors. Every director of the Corporation shall be entitled to one vote.

     3.9 Registering Dissent. A director who is present at a meeting of the Board of Directors or of a committee thereof, at which action on a corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to such action unless his dissent is entered in the minutes of the meeting, or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he delivers his dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     3.10 Action by Directors Without a Meeting. Any action which may be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing, setting forth the action so taken or to be taken, is signed by all of the directors in office, or by all of the members of the committee, as the case may be, and filed with the Secretary of the Corporation. Such consent shall have the same effect as a unanimous vote.

     3.11 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors for their services as directors and a director may be a salaried officer of the Corporation.

     3.12 Nominations of Directors.

     (a) Nominations of candidates for election as directors at any annual meeting of shareholders may be made (1) by, or at the direction of, a majority of the Board of Directors or (2) by any shareholder entitled to vote at such annual meeting. Only persons nominated in accordance with the procedures set forth in this Section 3.12 shall be eligible for election as directors at an annual meeting. Ballots bearing the names of all the persons who have been nominated for election as directors at an annual meeting in accordance with the procedures set forth in this Section 3.12 shall be provided for use at the annual meeting.

     (b) Nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 3.12. To be timely, a shareholder=s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than (x) 120 days prior to the anniversary date of the initial mailing of proxy materials or a notice of the meeting by the Corporation in connection with the immediately preceding annual meeting of shareholders of the Corporation or (y), with respect to the first annual meeting of shareholders of the Corporation, which is expected to be held in April 2011, notice must be provided by January 31, 2011. Such shareholder=s notice shall set forth (1) the name, age, business address and residence address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (2) the principal occupation or employment of the shareholder submitting the notice and of each person being nominated; (3) the class and number of shares of the Corporation=s stock which are Beneficially Owned (as defined in Section 3.12(d) hereof) by the shareholder submitting the notice, by any Person who is Acting in Concert with or who is an Affiliate or Associate of such shareholder (as such capitalized terms are defined in Section 3.12(d) hereof), by any Person who is a member of any group with such shareholder with respect to the Corporation stock or who is known by such shareholder to be supporting such nominee(s) on the date the notice is given to the Corporation, by each person being nominated, and by each Person who is in control of, is controlled by or is under common control with any of the foregoing Persons (if any of the foregoing Persons is a partnership, corporation, limited liability company, association or trust, information shall be

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provided regarding the name and address of, and the class and number of shares of Corporation stock which are Beneficially Owned by, each partner in such partnership, each director, executive officer and shareholder in such corporation, each member in such limited liability company or association, and each trustee and beneficiary of such trust, and in each case each Person controlling such entity and each partner, director, executive officer, shareholder, member or trustee of any entity which is ultimately in control of such partnership, corporation, limited liability company, association or trust); (4) a representation that the shareholder is and will continue to be a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (5) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (6) such other information regarding the shareholder submitting the notice, each nominee proposed by such shareholder and any other Person covered by clause (3) of this paragraph as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, whether or not the Corporation=s common stock is registered under the Exchange Act; and (7) the consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board of Directors, any person nominated by, or at the direction of, the Board for election as a director at an annual meeting shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder=s notice of nomination which pertains to the nominee.

     (c) The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Section 3.12. If the Board of Directors, or a designated committee thereof or other authorized individual, determines that the information provided in a shareholder=s notice does not satisfy the informational requirements of this Section 3.12 in any material respect, the Secretary of the Corporation or a duly authorized representative of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee or other authorized individual shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee or other authorized individual reasonably determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section 3.12 in any material respect, then the Board of Directors may reject such shareholder=s nomination. The Secretary of the Corporation or a duly authorized representative of the Corporation shall notify a shareholder in writing whether his nomination has been made in accordance with the time and informational requirements of this Section 3.12. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee or other authorized individual makes a determination as to the validity of any nominations by a shareholder, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the nomination was made in accordance with the terms of this Section 3.12. If the presiding officer determines that a nomination was made in accordance with the terms of this Section 3.12, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to such nominee. If the presiding officer determines that a nomination was not made in accordance with the terms of this Section 3.12, he shall so declare at the annual meeting and the defective nomination shall be disregarded.

     (d) For purposes of these Bylaws, the following capitalized terms shall have the meanings indicated:

          (1) Acquire. The term “Acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

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          (2) Acting in Concert. 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.

          (3) Affiliate. An “Affiliate” of, or a Person “affiliated with,” a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

          (4) Associate. The term “Associate” used to indicate a relationship with any Person means:

     (i) Any corporation, partnership, limited liability company or other organization (other than the Corporation or a Subsidiary of the Corporation), or any subsidiary or parent thereof, of which such Person is a director, officer, partner or member or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities;

     (ii) Any trust or other estate in which such Person has a 10% or greater beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, such term shall not include any employee stock benefit plan of the Corporation or a Subsidiary of the Corporation in which such Person has a 10% or greater beneficial interest or serves as a trustee or in a similar fiduciary capacity;

     (iii) Any relative or spouse of such Person (or any relative of such spouse) who has the same home as such Person or who is a director or officer of the Corporation or a Subsidiary of the Corporation (or any subsidiary or parent thereof); or

     (iv) Any investment company registered under the Investment Company Act of 1940 for which such Person or any Affiliate or Associate of such Person serves as investment advisor.

          (5) Beneficial Owner (including Beneficially Owned). A Person shall be considered the “Beneficial Owner” of any shares of stock (whether or not owned of record):

     (i) With respect to which such Person or any Affiliate or Associate of such Person directly or indirectly has or shares (A) voting power, including the power to vote or to direct the voting of such shares of stock, and/or (B) investment power, including the power to dispose of or to direct the disposition of such shares of stock;

     (ii) Which such Person or any Affiliate or Associate of such Person has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, and/or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether such right is exercisable immediately or only after the passage of time); or

     (iii) Which are Beneficially Owned within the meaning of (i) or (ii) of this Section 3.12(d)(5) by any other Person with which such first-mentioned Person or any of its Affiliates or Associates either (A) has any agreement, arrangement or understanding, written

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or oral, with respect to acquiring, holding, voting or disposing of any shares of stock of the Corporation or any Subsidiary of the Corporation or acquiring, holding or disposing of all or substantially all, or any Substantial Part, of the assets or business of the Corporation or a Subsidiary of the Corporation, or (B) is Acting in Concert. For the purpose only of determining whether a Person is the Beneficial Owner of a percentage specified in these Bylaws of the outstanding Voting Shares, such shares shall be deemed to include any Voting Shares which may be issuable pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise and which are deemed to be Beneficially Owned by such Person pursuant to the foregoing provisions of this Section 3.12(d)(5) but shall not include any other Voting Shares which may be issuable in such manner.

          (6) Person. The term “Person” shall mean any individual, partnership, corporation, limited liability company, association, trust, group or other entity. When two or more Persons act as a partnership, limited partnership, limited liability company, syndicate, association or other group for the purpose of acquiring, holding or disposing of shares of stock, such partnership, syndicate, associate or group shall be deemed a “Person.”

          (7) Substantial Part. The term “Substantial Part” as used with reference to the assets of the Corporation or of any Subsidiary means assets having a value of more than 10% of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation’s most recent fiscal year ending prior to the time the determination is being made.

          (8) Subsidiary. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Person in question.

          (9) Voting Shares. “Voting Shares” shall mean shares of the Corporation entitled to vote generally in an election of directors.

ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES

     4.1 Executive Committee.

     (a) The Board of Directors may appoint from the Board of Directors an Executive Committee of not less than three members, and may delegate to such committee, except as otherwise provided by law or the Articles of Incorporation, the powers of the Board of Directors in the management of the business and affairs of the Corporation in the intervals between meetings of the Board of Directors in all cases in which specific directions shall not have been given by the Board, as well as the power to authorize the seal of the Corporation to be affixed to all papers which may require it, provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors with respect to the following: the submission to shareholders of any action requiring approval of shareholders by law; the creation or filling of vacancies on the Board of Directors; the adoption, amendment or repeal of the Articles of Incorporation or these Bylaws; the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board of Directors; action on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board of Directors; the declaration of dividends; and approval of a transaction in which any member of the Executive Committee, directly or indirectly, has any material beneficial interest.

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     (b) Meetings of the Executive Committee shall be held at such times and places as the Chairman of the Executive Committee may determine. The Executive Committee, by a vote of a majority of its members, may appoint a Chairman and fix its rules of procedure, determine its manner of acting and specify what notice, if any, of meetings shall be given, except as otherwise set forth in these Bylaws or as the Board of Directors shall by resolution otherwise provide.

     (c) The Executive Committee shall keep minutes of all business transacted by it. All completed action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action or at its meeting held in the month following the taking of such action, and shall be subject to revision or alteration by the Board of Directors.

     4.2 Audit Committee. The Board of Directors shall designate not less than three members of the Board of Directors who are not employed by the Corporation and who otherwise comply with the requirements of applicable law, regulation and listing requirements to constitute an Audit Committee, which shall receive and evaluate internal and independent auditor’s reports, monitor the Corporation’s adherence in accounting and financial reporting to generally accepted accounting principles and perform such other duties as may be delegated to it by the Board of Directors. Meetings of the Audit Committee shall be held at such times and places as the Chairman of the Audit Committee may determine. The Audit Committee, by a vote of a majority of its members, may fix its rules of procedure, determine its manner of acting and specify what notice, if any, of meetings shall be given, except as otherwise set forth in these Bylaws or as the Board of Directors shall by resolution otherwise provide.

     4.3 Other Committees. The Board may, by resolutions passed by a majority of the Board of Directors, designate members of the Board to constitute other committees, which shall in each case consist of one or more directors and shall have and may execute such powers as may be determined and specified in the respective resolutions appointing them. A majority of all the members of any such committee may fix its rules of procedure, determine its manner of acting and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, except as otherwise set forth in these Bylaws or as the Board of Directors shall by resolution otherwise provide.

     4.4 Term. A majority of the Board of Directors shall have the power to change the membership of any committee of the Board of Directors at any time, to fill vacancies therein and to discharge any such committee or to remove any member thereof, either with or without cause, at any time.

ARTICLE V
OFFICERS

     5.1 Designations. The Board of Directors shall annually appoint a Chairman of the Board, a President, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time deem appropriate. The Board of Directors shall designate one officer as the Corporation=s Chief Executive Officer and may designate another officer as the Chief Operating Officer. One individual may hold the position of Chairman and Chief Executive Officer.

     5.2 Powers and Duties. The officers of the Corporation shall have such authority and perform such duties as are specified in these Bylaws and 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.

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     5.3 Chairman of the Board. The Chairman of the Board, who shall be chosen from among the directors, shall preside at all meetings of the Board of Directors. He shall supervise the carrying out of the policies adopted or approved by the Board of Directors.

     5.4 Chief Executive Officer and President. The Chief Executive Officer shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulations or practice to the office of the Chief Executive Officer, or imposed by these Bylaws. The President shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulations or practice to the office of President, or imposed by these Bylaws. One individual may hold the positions of Chief Executive Officer, President and Chairman of the Board.

     5.5 Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the Board of Directors and shall give notice of all such meetings as required in these Bylaws, the Corporation’s Articles of Incorporation or by law. The Secretary shall have custody of such minutes, the seal of the Corporation and the stock certificate records of the Corporation, except to the extent some other person is authorized to have custody and possession thereof by a resolution of the Board of Directors.

     5.6 Treasurer. The Treasurer shall keep, or cause to be kept, the fiscal accounts of the Corporation, including an account of all monies received or disbursed.

     5.7 Term; Removal. Each officer of the Corporation shall hold office for a term of one year and until his successor has been selected and qualified or until his earlier death, resignation or removal. Any officer or agent of the Corporation may be removed at any time, with or without cause, by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

     5.8 Compensation. The officers of the Corporation shall receive such salary or compensation as may be determined by or under authority of the Board of Directors.

     5.9 Delegation. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

     5.10 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

ARTICLE VI
INDEMNIFICATION

     6.1 Indemnification in Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.

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     6.2 Indemnification in Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action or suit.

     6.3 Procedure for Effecting Indemnification. Indemnification under Sections 6.1 or 6.2 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by the court in which the action was brought or by any other appropriate court to have constituted willful misconduct or recklessness.

     6.4 Advancing Expenses. Expenses incurred by a person who may be indemnified under Section 6.1 or 6.2 shall be paid by the Corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation.

     6.5 Indemnification of Employees, Agents and Other Representatives. The Corporation may, at the discretion and the extent determined by the Board of Directors of the Corporation, (i) indemnify any person who neither is nor was a director or officer of the Corporation but who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the Corporation), by reason of the fact that the person is or was an employee, agent or other representative of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 6.4.

     6.6 Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or directors, or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     6.7 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person=s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.

     6.8 Security Fund; Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees, and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article VI.

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     6.9 Modification. The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article VI shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article VI, and no amendment or termination of any trust fund or other fund created pursuant to Section 6.8 hereof, shall alter to the detriment of such person the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal, or termination.

     6.10 Proceedings Initiated by Indemnified Persons. Notwithstanding any other provision in this Article VI, the Corporation shall not indemnify a director, officer, employee, or agent for any liability incurred in an action, suit, or proceeding initiated by (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit, or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors then in office.

     6.11 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, and agent of the Corporation as to costs, charges, and expenses (including attorneys= fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

     If the laws of the Commonwealth of Pennsylvania are amended to permit further indemnification of the directors, officers, employees, and agents of the Corporation, then the Corporation shall indemnify such persons to the fullest extent permitted by law. Any repeal or modification of this Article VI by the Board of Directors or the shareholders of the Corporation shall not adversely affect any right or protection of a director, officer, employee, or agent existing at the time of such repeal or modification.

ARTICLE VII
CAPITAL STOCK

     7.1 Certificates. Shares of the Corporation’s capital stock may be represented by certificates or may be uncertificated. To the extent they are issued, certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, and the Secretary or the Treasurer, or in such other manner as the Corporation may determine, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer before the certificate is issued, it may be issued by the Corporation with the same effect as if the person were an officer on the date of issue. Each certificate of stock shall state:

     (a) that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania;

     (b) the name of the person to whom issued;

     (c) the number and class of shares and the designation of the series, if any, which such certificate represents; and

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     (d) the par value of each share represented by such certificate, or a statement that such shares are without par value.

     7.2 Transfers.

          (a) Transfers of stock shall be made only upon the stock transfer books of the Corporation, kept at the registered office of the Corporation or at its principal place of business, or at the office of its transfer agent or registrar. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers of shares therein.

          (b) Article IX of the Corporation=s Articles of Incorporation imposes certain restrictions on offers and acquisitions of the Corporation=s equity securities.

     7.3 Registered Owner. Registered shareholders shall be treated by the Corporation as the holders in fact of the stock standing in their respective names and the Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the Commonwealth of Pennsylvania. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:

          (a) The classification of shareholder who may certify;

          (b) The purpose or purposes for which the certification may be made;

          (c) The form of certification and information to be contained therein;

          (d) If the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and

          (e) Such other provisions with respect to the procedure as are deemed necessary or desirable.

     Upon receipt by the Corporation of a certification complying with the above requirements, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

     7.4 Mutilated, Lost or Destroyed Certificates. In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place upon receipt of proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation in such sum as they might determine, or establish such other procedures as they deem necessary.

     7.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions of a share which shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation; (b) arrange for the disposition of fractional interests by those entitled thereto; (c) pay in cash the fair value of fractions of a share as of the time when those entitled to

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receive such shares are determined; or (d) issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share.

ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the 31st day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board of Directors or the Audit Committee of the Board of Directors.

ARTICLE IX
DIVIDENDS AND FINANCE

     9.1 Dividends. Dividends may be declared by the Board of Directors and paid by the Corporation in accordance with the conditions and subject to the limitations imposed by the laws of the Commonwealth of Pennsylvania. The Board of Directors may declare dividends payable only to shareholders of record at the close of business on any business day not more than 90 days prior to the date on which the dividend is paid.

     9.2 Depositories. The monies of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

ARTICLE X
NOTICES

     10.1 Notice. Whenever written notice is required to be given to any person pursuant to these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by electronic mail, telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to his address (or to his telex, TWX or facsimile number), in the case of shareholders, appearing on the books of the Corporation or, in the case of directors, supplied by them to the Corporation for the purpose of notice or, in the case of the Corporation, at the address of its principal executive offices. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of, electronic mail, telex or TWX, when dispatched.

     10.2 Written Waiver of Notice. Whenever any written notice is required to be given under these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.

     10.3 Waiver of Notice by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

15

ARTICLE XI
SEAL

     The corporate seal of the Corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Corporation.

ARTICLE XII
BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of account and shall keep minutes and proceedings of meetings of its shareholders and Board of Directors; and it shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

ARTICLE XIII
AMENDMENTS

     The Bylaws may be altered, amended or repealed only as set forth in the Corporation=s Articles of Incorporation, which are incorporated herein with the same effect as if they were set forth herein.

ARTICLE XIV
MISCELLANEOUS

     In these Bylaws, unless otherwise indicated, defined terms in singular shall include the plural as well as vice versa, and the masculine, feminine or neuter gender shall include all genders.

16

EX-4.0

Exhibit 4.0

(FORM OF STOCK CERTIFICATE - FRONT SIDE)

NUMBER	SHARES
COMMON STOCK	CUSIP
(Par Value $.01 Per Share)	See reverse for
	certain definitions

ALLIANCE BANCORP, INC. OF PENNSYLVANIA
A Pennsylvania Corporation

     This certifies that                                                               is the registered holder of                                         fully paid and non-assessable shares of the Common Stock, par value $.01 per share, of Alliance Bancorp, Inc. of Pennsylvania (the “Corporation”).

     The shares evidenced by this Certificate are transferable in person or by a duly authorized attorney or legal representative, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are subject to all the provisions of the Articles of Incorporation and Bylaws of the Corporation and any and all amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. This security is not a deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused its facsimile seal to be affixed hereto.

Dated:

	(SEAL)
Kathleen P. Lynch		Dennis D. Cirucci
Corporate Secretary		President and Chief Executive Officer

(FORM OF STOCK CERTIFICATE - BACK SIDE)

     The Corporation is authorized to issue more than one class of stock, including a class of preferred stock which may be issued in one or more series. The Corporation will furnish to any stockholder, upon written request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, with respect to the issuance of any preferred stock to be issued in series, the relative rights and preferences between the shares of each series so far as the rights and preferences have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

     The Articles of Incorporation of the Corporation include a provision which generally prohibits any person (including an individual, company or group acting in concert) from directly or indirectly offering to acquire or acquiring the beneficial ownership of more than 10% of any class of equity securities of the Corporation. In the event that stock is acquired in violation of this 10% limitation, the excess shares will no longer be counted in determining the total number of outstanding shares for purposes of any matter involving stockholder action and the Board of Directors of the Corporation may cause such excess shares to be transferred to an independent trustee for sale in the open market or otherwise, with the expenses of such sale to be paid out of the proceeds of the sale.

     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
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not
		as tenants in common

UNIF GIFT MIN ACT -                      Custodian                      under                     (Cust)

                    (Minor)

                         Uniform Gifts to Minors Act                                         

                                                               (State)

Additional abbreviations may also be used though not in the above list.

     For value received,                                                              hereby sell, assign and transfer

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE

|

unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

                                         shares of Common Stock represented by this Certificate, and do hereby irrevocably constitute and appoint                                          as Attorney, to transfer the said shares on the books of the within named Corporation, with full power of substitution.

Dated                           ,           

Signature

Signature

Notice: The signature(s) to this assignment must correspond with the name(s) written upon the face of this Certificate in every particular, without alteration or any change whatsoever.

EX-8.1

Exhibit 8.1

LAW OFFICES
Elias, Matz, Tiernan & Herrick L.L.P.
11TH FLOOR
734 15TH STREET, N.W.
WASHINGTON, D.C. 20005

TELEPHONE: (202) 347-0300
FACSIMILE: (202) 347-2172

WWW.EMTH.COM

September 14, 2010

Boards of Directors
Alliance Mutual Holding Company
Alliance Bancorp, Inc. of Pennsylvania
Alliance Bank
541 Lawrence Road
Broomall, Pennsylvania 19008

Gentlemen:

     You have requested our opinion regarding the material federal income tax consequences of the transactions that will occur pursuant to the Plan of Conversion and Reorganization (the “Plan”) of Alliance Mutual Holding Company, a federally chartered mutual holding company (the “Mutual Holding Company”), Alliance Bancorp, Inc. of Pennsylvania, a federally chartered mid-tier holding company (the “Mid-Tier Holding Company”), Alliance Bancorp, Inc. of Pennsylvania, the Pennsylvania corporation recently organized to become the new holding company for Alliance Bank (the “Holding Company”), and Alliance Bank, a Pennsylvania chartered savings bank (incorporated as “Greater Delaware Valley Savings Bank” but doing business as “Alliance Bank”) which is currently a wholly-owned subsidiary of the Mid-Tier Holding Company (the “Bank”). The transactions are described below.

     In connection with our opinion, we have relied upon the accuracy of the factual matters set forth in the following documents: (1) the Plan, (2) the registration statement filed by the Holding Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, and (3) the Application for Conversion on Form AC filed by the Mutual Holding Company with the Office of Thrift Supervision (the “OTS”). Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

     We are also relying on certain representations as to factual matters provided to us by the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank as set forth in the certificate signed by authorized officers of each of the aforementioned entities and incorporated herein by reference.

     The opinion set forth herein is based upon the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations thereunder (the “Income Tax Regulations”), current Internal Revenue Service (“IRS”) published rulings and existing court decisions, any of which could be changed at any time. Any such changes may be retroactive and could significantly modify the statements and opinions expressed herein. Similarly, any change in the facts and assumptions stated below, upon which this opinion is

Boards of Directors
September 14, 2010
Page 2

based, could modify the conclusions. 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.

     We opine only as to the matters we expressly set forth, and no opinions should be inferred as to any other matters or as to the tax treatment of the transactions that we do not specifically address. We express no opinion as to other federal laws and regulations, or as to laws and regulations of other jurisdictions, or as to factual or legal matters other than as set forth herein.

Description of Proposed Transactions

          The Bank is a Pennsylvania chartered savings bank headquartered in Broomall, Pennsylvania. The Bank reorganized into the mutual holding company form of organization in 1995 by issuing a majority of its outstanding common stock to a Pennsylvania chartered mutual holding company, with the remaining shares sold to certain depositors of the Bank and others in a public offering. In 2007, the Bank reorganized into the mid-tier mutual holding company structure and became the wholly-owned subsidiary of the Mid-Tier Holding Company that was formed in connection with the 2007 reorganization. As part of the 2007 reorganization, (i) the outstanding shares of Bank common stock were exchanged for shares of Mid-Tier Holding Company Common Stock, (ii) the Pennsylvania mutual holding company converted its charter to a federally chartered mutual holding company and changed its name to Alliance Mutual Holding Company, and (iii) the Mid-Tier Holding Company offered and sold a minority interest of its common stock to certain depositors of the Bank and others in a public offering, with the Mutual Holding Company retaining a majority of the then issued and outstanding shares of Mid-Tier Holding Company Common Stock.

     The Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, and the Bank have adopted the Plan to provide for the conversion of the Mutual Holding Company from a federally chartered mutual holding company to the capital stock form of organization. A new Pennsylvania stock corporation, the Holding Company, was incorporated on August 20, 2010 as part of the Conversion and Reorganization (as defined below) and will succeed to all the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company and will issue Holding Company Common Stock in the Conversion and Reorganization.

     The Plan contemplates that each of the integrated transactions described below (collectively, the “Conversion and Reorganization”) will be undertaken pursuant to the Plan:

     (1) The Mid-Tier Holding Company shall establish the Holding Company as a first-tier stock subsidiary.

     (2) The Mutual Holding Company will convert to stock form (the “MHC Conversion”) and immediately thereafter merge with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company being the survivor thereof (the “MHC Merger”). Eligible Account Holders and Supplemental Eligible Account Holders will automatically, without any further action on the part of the holders thereof, constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. The shares of the Mid-Tier Holding Company held by the Mutual Holding Company immediately prior to the MHC Merger will be cancelled.

     (3) Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company, with the Holding Company being the survivor thereof (the “Mid-Tier Holding Company Merger”). As part of the Mid-Tier Holding Company Merger, the liquidation interests in the Mid-Tier

Boards of Directors
September 14, 2010
Page 3

Holding Company constructively received by Eligible Account Holders and Supplemental Eligible Account Holders in connection with the MHC Merger will automatically, without any further action on the part of the holders thereof, be exchanged for an interest in the Liquidation Account, and the shares of Mid-Tier Holding Company Common Stock held by Public Shareholders will be converted into and become the right to receive Holding Company Common Stock based on the Exchange Ratio.

     (4) Immediately after the Mid-Tier Holding Company Merger, the Holding Company will issue shares of Holding Company Common Stock in the Offering in accordance with the terms of the Plan.

     (5) The Holding Company will contribute a portion of the net proceeds of the Offering to the Bank in exchange for Bank Common Stock and the Bank Liquidation Account.

     Following the Conversion and Reorganization, a Liquidation Account will be maintained by the Holding Company for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with the Bank. Pursuant to Section 15 of the Plan, the initial balance of the Liquidation Account will be equal to the product of (a) the percentage of the outstanding shares of Mid-Tier Holding Company Common Stock owned by the Mutual Holding Company multiplied by (b) the Mid-Tier Holding Company’s total stockholders’ equity as reflected in the latest statement of financial condition contained in the final offering Prospectus utilized in the Offering plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company prior to the effective date of the Conversion and Reorganization (excluding the ownership of Mid-Tier Holding Company Common Stock). Pursuant to Section 15 of the Plan, a Bank Liquidation Account will be established and maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to remain depositors of the Bank. The terms of the Liquidation Account and the Bank Liquidation Account, which supports the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets, are described in Section 15 of the Plan.

     All of the shares of Mid-Tier Holding Company Common Stock (other than shares owned by the Mutual Holding Company) outstanding immediately prior to the effective time of the Mid-Tier Holding Company Merger will be converted into and become shares of Holding Company Common Stock pursuant to the Exchange Ratio, plus cash in lieu of fractional shares. Immediately following the Mid-Tier Holding Company Merger, additional shares of Holding Company Common Stock will be sold to depositors and former shareholders of the Bank and Mid-Tier Holding Company and to members of the public in the Offering.

     As a result of the Mid-Tier Holding Company Merger and the MHC Merger, the Holding Company will be a publicly-held corporation, will register the Holding Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, and will become subject to the rules and regulations thereunder and file periodic reports and proxy statements with the SEC. The Bank will become a wholly owned subsidiary of the Holding Company and will continue to carry on its business and activities as conducted immediately prior to the Conversion and Reorganization.

     The stockholders of the Holding Company will be the former minority stockholders of the Mid-Tier Holding Company immediately prior to the Mid-Tier Holding Company Merger, plus those persons who purchase shares of Holding Company Common Stock in the Offering. Nontransferable rights to subscribe for the Holding Company Common Stock will be granted, in order of priority, to (i) depositors of the Bank who have account balances of $50.00 or more as of the close of business on June 30, 2009 (“Eligible Account

Boards of Directors
September 14, 2010
Page 4

Holders”), (ii) the Bank’s tax-qualified employee stock ownership plan, (iii) depositors of the Bank who have account balances of $50.00 or more as of the close of business on the Supplemental Eligibility Record Date (“Supplemental Eligible Account Holders”) and (iv) depositors of the Bank as of the Voting Record Date (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights are nontransferable. The Holding Company may also offer shares of Holding Company Common Stock not subscribed for in the subscription offering, if any, for sale in a Community Offering and/or Syndicated Community Offering to certain members of the general public.

Opinions

     Based on the foregoing, and subject to the qualifications and limitations set forth in this letter, we are of the opinion as of the date hereof that:

     MHC Conversion

          1. The MHC Conversion will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

          2. The Mutual Holding Company will not recognize any gain or loss as a result of the MHC Conversion. (See Sections 361(a), 361(c) and 357(a) of the Code.)

          3. The basis of the assets of the Mutual Holding Company immediately following the MHC Conversion will be the same as the basis of such assets immediately prior to the MHC Conversion. (See Section 362(b) of the Code.)

          4. The holding period of the assets of the Mutual Holding Company immediately following the MHC Conversion will include the holding period of those assets immediately prior to the MHC Conversion. (See Section 1223(2) of the Code.)

          MHC Merger

          5. The MHC Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code.

          6. The constructive exchange of the Eligible Account Holders’ and Supplemental Eligible Account Holders’ liquidation interests in the Mutual Holding Company for liquidation interests in the Mid-Tier Holding Company in the MHC Merger will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations. (See Rev. Rul. 69-3, 1969-1 C.B. 103, and Rev. Rul. 69-646, 1969-2 C.B. 54.)

          7. The Mutual Holding Company will not recognize any gain or loss on the transfer of its assets to the Mid-Tier Holding Company and the Mid-Tier Holding Company’s assumption of its liabilities, if any, in constructive exchange for liquidation interests in the Mid-Tier Holding Company or on the constructive distribution of such liquidation interests to the Mutual Holding Company’s members who are Eligible Account Holders or Supplemental Eligible Account Holders. (See Sections 361(a), 361(c), and 357(a) of the Code.)

Boards of Directors
September 14, 2010
Page 5

          8. No gain or loss will be recognized by the Mid-Tier Holding Company upon the receipt of the assets of the Mutual Holding Company in the MHC Merger in exchange for the constructive transfer to Eligible Account Holders and Supplemental Eligible Account Holders of liquidation interests in the Mid-Tier Holding Company. (See Section 1032(a) of the Code.)

          9. Eligible Account Holders and Supplemental Eligible Account Holders will recognize no gain or loss upon the constructive receipt of liquidation interests in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. (See Section 354(a) of the Code.)

          10. The basis of the assets of the Mutual Holding Company (other than the stock in the Mid-Tier Holding Company which will be cancelled) to be received by the Mid-Tier Holding Company will be the same as the basis of such assets in the hands of the Mutual Holding Company immediately prior to the MHC Merger. (See Section 362(b) of the Code.)

          11. The holding period of the assets of the Mutual Holding Company to be received by the Mid-Tier Holding Company in the MHC Merger will include the holding period of those assets in the hands of the Mutual Holding Company. (See Section 1223(2) of the Code.)

          Mid-Tier Holding Company Merger

          12. The Mid-Tier Holding Company Merger will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

          13. The Mid-Tier Holding Company will not recognize any gain or loss on the transfer of its assets to the Holding Company and the Holding Company’s assumption of its liabilities in the Mid-Tier Holding Company Merger pursuant to which shares of Holding Company Common Stock will be received by the Public Shareholders of the Mid-Tier Holding Company in exchange for their Mid-Tier Holding Company Common Stock and Eligible Account Holders and Supplemental Eligible Account Holders will receive interests in the Liquidation Account and Bank Liquidation Account in exchange for their liquidation interests in the Mid-Tier Holding Company. (See Sections 361(a), 361(c) and 357(a) of the Code.)

          14. No gain or loss will be recognized by the Holding Company upon its receipt of the assets of the Mid-Tier Holding Company in the Mid-Tier Holding Company Merger. (See Section 1032(a) of the Code.)

          15. The basis of the assets of the Mid-Tier Holding Company to be received by the Holding Company in the Mid-Tier Holding Company Merger will be the same as the basis of such assets in the hands of the Mid-Tier Holding Company immediately prior to the Mid-Tier Holding Company Merger. (See Section 362(b) of the Code.)

          16. The holding period of the assets of the Mid-Tier Holding Company to be received by the Holding Company in the Mid-Tier Holding Company Merger will include the holding period of those assets in the hands of the Mid-Tier Holding Company. (See Section 1223(2) of the Code.)

          17. No gain or loss will be recognized by the Public Shareholders of the Mid-Tier Holding Company upon their exchange of Mid-Tier Holding Company Common Stock for Holding Company

Boards of Directors
September 14, 2010
Page 6

Common Stock in the Mid-Tier Holding Company Merger, except for cash paid in lieu of fractional shares. (See Section 354 of the Code.)

          18. The payment of cash to Public Shareholders of the Mid-Tier Holding Company in lieu of fractional shares of Holding Company Common Stock will be treated as though the fractional shares were distributed as part of the Mid-Tier Holding Company Merger and then redeemed by the Holding Company. The cash payments will be treated as distributions in full payment for the fractional shares deemed redeemed under Section 302(a) of the Code, with the result that such shareholders will have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (See Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2 C.B. 574.)

          19. Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon their constructive exchange of their liquidation interests in the Mid-Tier Holding Company for interests in the Liquidation Account. (See Section 354 of the Code.)

          20. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Common Stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Depositors upon distribution to them of nontransferable subscription rights to purchase shares of Holding Company Common Stock. (See Section 356(a) of the Code.) It is more likely than not that Eligible Account Holders, Supplemental Eligible Account Holders and Other Depositors will not realize any taxable income as the result of the exercise by them of their nontransferable subscriptions rights. (See Rev. Rul. 56-572, 1956-2 C.B. 182.)

          21. It is more likely than not that the fair market value of the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the constructive distribution to them of interests in the Bank Liquidation Account as of the effective date of the Conversion and Reorganization. (See Section 356(a) of the Code.)

          22. It is more likely than not that the basis of Holding Company Common Stock purchased in the Offering by the exercise of the nontransferable subscription rights will be the purchase price thereof. (See Section 1012 of the Code.)

          23. Each Public Shareholder’s holding period in his or her Holding Company Common Stock received in exchange for Mid-Tier Holding Company Common Stock will include the period during which the Mid-Tier Holding Company Common Stock surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the shareholder on the date of the exchange. (See Section 1223(1) of the Code.)

          24. The holding period of the Holding Company Common Stock purchased pursuant to the exercise of subscriptions rights will commence on the date on which the right to acquire such stock was exercised. (See Section 1223(5) of the Code.)

          25. No gain or loss will be recognized by the Holding Company on the receipt of money in exchange for common stock sold in the Offering. (See Section 1032 of the Code.)

Boards of Directors
September 14, 2010
Page 7

          Our opinions under paragraphs 20 and 22 above are based on the position that the subscription rights to purchase shares of Holding Company Common Stock received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Depositors have a fair market value of zero. We understand that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipient with the right only to purchase shares of Holding Company Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that the IRS has not in the past concluded that subscription rights have value. In addition, we are relying on a letter from RP Financial, LC dated August 20, 2010, stating its belief that subscription rights do not have any economic value at the time of distribution or at the time the rights are exercised in the Subscription Offering. Based on the foregoing, we believe it is more likely than not that the nontransferable subscription rights to purchase Holding Company Common Stock have no value. If the subscription rights are subsequently found to have an economic value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Holding Company and/or the Bank may be taxable on the distribution of the subscription rights.

     Our opinion under paragraph 21 above is based on the position that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets has a fair market value of zero. We understand that: (i) there is no history of any holder of an interest in a similar liquidation account receiving any payment attributable to the liquidation account; (ii) the interests in the Liquidation Account and Bank Liquidation Account are not transferable; (iii) the amounts due under the Liquidation Account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder (and corresponding amounts due under the Bank Liquidation Account) will be reduced as their deposits in the Bank are reduced as described in the Plan; and (iv) the Bank Liquidation Account payment obligation arises only if the Holding Company lacks sufficient net assets to fund the Liquidation Account. If such rights in the Bank Liquidation Account are subsequently found to have an economic value, income may be recognized by each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of such fair market value as of the effective date of the Mid-Tier Holding Company Merger.

          In addition, we are relying on a letter from RP Financial, LC dated September 13, 2010, stating its belief that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets does not have any economic value at the time of the Conversion and Reorganization. Based on the foregoing, we believe it is more likely than not that such rights in the Bank Liquidation Account have no value. If such rights in the Bank Liquidation Account are subsequently found to have an economic value, income may be recognized by each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of the fair market value of their interest in the Bank Liquidation Account as of the effective date of the Conversion and Reorganization.

Boards of Directors
September 14, 2010
Page 8

          We hereby consent to the filing of this opinion as an exhibit to each of the following documents: (a) the registration statement on Form S-1 (“Form S-1”) to be filed by the Holding Company with the Securities and Exchange Commission, (b) the Application for Conversion on Form AC to be filed by the Mutual Holding Company with the OTS (“Form AC”), and (c) the holding company application on Form H-(e)1-S to be filed by the Holding Company with the OTS (“Form H-(e)1-S”). We also consent to the references to our firm in the Prospectus which is part of the Form S-1, the Form AC and the Form H-(e)1-S.

Very truly yours,

ELIAS, MATZ, TIERNAN & HERRICK, LLP

/s/ Gerald F. Heupel, Jr. Gerald F. Heupel, Jr., a Partner

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

     We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-1 of our report dated March 16, 2010, relating to the consolidated financial statements of Alliance Bancorp, Inc. of Pennsylvania and subsidiaries, which is contained in that Prospectus.

     We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

Malvern, Pennsylvania
September 14, 2010

EX-23.3

Exhibit 23.3

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988              

September 13, 2010

Boards of Directors
Alliance, MHC
Alliance Bancorp, Inc.
Alliance Bank
541 Lawrence Road,
Broomall, Pennsylvania 19008

Members of the Boards of Directors:

     We hereby consent to the use of our firm’s name in the Form AC Application for Conversion for Alliance, MHC, and in the Form S-1 Registration Statement for Alliance Bancorp, Inc., in each case as amended and supplemented. We also hereby consent to the inclusion of, summary of and reference to our Appraisal and our statements concerning subscription rights and liquidation rights in such filings including the prospectus of Alliance Bancorp, Inc.

Sincerely,
 

/s/ RP FINANCIAL, LC.  

RP FINANCIAL, LC. 

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.3

Exhibit 99.3

PRO FORMA VALUATION REPORT

ALLIANCE BANCORP, INC
Broomall, Pennsylvania

PROPOSED HOLDING COMPANY FOR:
ALLIANCE BANK
Broomall, Pennsylvania

Dated As Of:
August 20, 2010

____________________

Prepared By:

RP^® Financial, LC.
1100 North Glebe Road
Suite 1100
Arlington, Virginia 22201

____________________

RP^® FINANCIAL, LC. Serving the Financial Services Industry Since 1988

August 20, 2010                    

Boards of Directors
Alliance MHC
Alliance Bancorp, Inc.
Alliance Bank
541 Lawrence Road
Broomall, Pennsylvania 19008

Members of the Boards 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 issued in connection with the mutual-to-stock conversion transaction described below.

     This Appraisal is furnished pursuant to the requirements of the Code of Federal Regulations 563b.7 and 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” of the Office of Thrift Supervision (“OTS”), and applicable regulatory interpretations thereof.

Description of Plan of Conversion and Reorganization

     On August 11, 2010, the respective Boards of Directors of Alliance, MHC (the “MHC”), Alliance Bancorp, Inc. (“Alliance” or the “Company”) and Greater Delaware Valley Savings Bank d/b/a Alliance Bank, Broomall, Pennsylvania (the “Bank”) adopted a Plan of Conversion (the “Plan of Conversion”) whereby the MHC will convert to stock form. As a result of the conversion, Alliance, which currently owns a majority of the issued and outstanding common stock of the Company will be succeed by a Pennsylvania corporation with the name of Alliance Bancorp-New, Inc. Following the conversion, the MHC will no longer exist. For purposes of this document, the existing consolidated entity will hereinafter be referred to as Alliance or the Company. As of June 30, 2010, the MHC had a majority ownership interest in, and its principal asset consisted of, approximately 59.5% of the common stock (the “MHC Shares”) of Alliance Bancorp. The remaining 40.5% of Alliance Bancorp common stock is owned by public stockholders.

     It is our understanding that Alliance Bancorp will offer its stock, representing the majority ownership interest held by the MHC, in a subscription offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans including the Bank’s 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 and/or a syndicated community offering to the public at large.

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

Boards of Directors
August 20, 2010
Page 2

     Upon completing the mutual-to-stock conversion and stock offering (the “Second-Step Conversion”), the Company will be 100% owned by public shareholders, the publicly-held shares of Alliance will be exchanged for shares in the Company at a ratio that retains their ownership interest at the time the conversion is completed and the MHC assets will be consolidated with the Company.

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 Company, the Bank, the MHC and the other parties engaged by the Bank or the Company to assist in the stock conversion process.

Valuation Methodology

     In preparing our Appraisal, we have reviewed the regulatory applications of the Company, the Bank and the MHC, including the prospectus as filed with the OTS and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Company, the Bank and the MHC that has included a review of audited financial information for the years ended December 31, 2005 through December 31, 2009 and unaudited financial information through June 30, 2010, and due diligence related discussions with the Company’s management; Parente Beard LLC., the Company’s independent auditor; Elias, Matz, Tiernan & Herrick L.L.P., the Company’s conversion counsel; and Stifel Nicolaus Weisel, Incorporated, the Company’s marketing advisor in connection with the stock offering. All assumptions and 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 Alliance operates and have assessed Alliance’s relative strengths and weaknesses. We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the potential impact on Alliance and the industry as a whole. We have analyzed the potential effects of the stock conversion on Alliance’s operating characteristics and financial performance as they relate to the pro forma market value of Alliance. We have analyzed the assets held by the MHC, which will be consolidated with Alliance’s assets and equity pursuant to the completion of the second-step conversion. We have reviewed the economic and demographic characteristics of the Company’s primary market area. We have compared Alliance’s financial performance and condition with selected thrift holding companies in accordance with the Valuation Guideline. We have reviewed the current conditions in the securities markets in general and the market for thrift stocks in particular, including the market for existing thrift issues, initial public offerings by thrifts and thrift holding companies, and second-step

Boards of Directors
August 20, 2010
Page 3

conversion offerings. We have excluded from such analyses thrifts subject to announced or rumored acquisition, and/or institutions that exhibit other unusual characteristics.

     The Appraisal is based on Alliance’s representation that the information contained in the regulatory applications and additional information furnished to us by Alliance and its independent auditor, legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by Alliance, or its independent auditor, legal counsel and other authorized agents nor did we independently value the assets or liabilities of Alliance. The valuation considers Alliance only as a going concern and should not be considered as an indication of Alliance’s liquidation value.

     Our appraised value is predicated on a continuation of the current operating environment for Alliance and for all thrifts and their holding companies. Changes in the local, state and national economy, the legislative and regulatory environment 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 value of Alliance’s’ stock alone. It is our understanding that there are no current plans for selling control of Alliance following completion of the second-step conversion. 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 Alliance’s common stock, immediately upon completion of the second-step stock 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 August 20, 2010, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end of the conversion offering — including (1) the shares to be issued publicly representing the MHC’s current ownership interest in the Company and (2) exchange shares issued to existing public shareholders of Alliance — was $52,084,490 at the midpoint, equal to 5,208,449 shares at $10.00 per share.

Establishment of the Exchange Ratio

     OTS regulations provide that in a conversion of a mutual holding company, the minority stockholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Boards of Directors of the MHC, Alliance and the Bank have independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company held by the public shareholders. The exchange ratio to be received by the existing minority shareholders of the Company will be determined at the end of the offering, based on the total number of shares sold in the subscription and syndicated offerings and the final appraisal. Based on the valuation conclusion herein, the resulting offering value and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 0.7801 shares of the Company for every one public share held

Boards of Directors
August 20, 2010
Page 4

by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.6631 at the minimum, 0.8971 at the maximum and 1.0317 at the supermaximum. RP Financial expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public stockholders or on the proposed exchange ratio. The resulting range of value pursuant to regulatory guidelines, the corresponding number of shares based on the Board approved $10.00 per share offering price, and the resulting exchange ratios are shown below.

							Exchange Shares
				Offering			Issued to the			Exchange
	Total Shares			Shares			Public Shareholders			Ratio
										(x)
Shares
Super Maximum		6,888,173			4,099,750			2,788,423			1.0317
Maximum		5,989,716			3,565,000			2,424,716			0.8971
Midpoint		5,208,449			3,100,000			2,108,449			0.7801
Minimum		4,427,182			2,635,000			1,792,182			0.6631
Distribution of Shares
Super Maximum		100.00	%		59.52	%		40.48	%
Maximum		100.00	%		59.52	%		40.48	%
Midpoint		100.00	%		59.52	%		40.48	%
Minimum		100.00	%		59.52	%		40.48	%
Aggregate Market Value(1)
Super Maximum	$	68,881,730		$	40,997,500		$	27,884,230
Maximum	$	59,897,160		$	35,650,000		$	24,247,160
Midpoint	$	52,084,490		$	31,000,000		$	21,084,490
Minimum	$	44,271,820		$	26,350,000		$	17,921,820

(1) Based on offering price of $10.00 per share.

Limiting Factors and Considerations

     Our 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 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 Alliance Financial immediately upon issuance of the stock and does not take into

Boards of Directors
August 20, 2010
Page 5

account any trading activity with respect to the purchase and sale of common stock in the secondary market following the completion of the second-step offering.

     RP Financial’s valuation was based on the financial condition, operations and shares outstanding of Alliance as of June 30, 2010 the date of the financial data included in the prospectus. The proposed exchange ratio to be received by the current public stockholders of Alliance and the exchange of the public shares for newly issued shares of Alliance Financial common stock as a full public company was determined independently by the Boards of Directors of the MHC, Alliance and the Bank. RP Financial expresses no opinion on the proposed exchange ratio to public stockholders or the exchange of public shares for newly issued shares.

     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 client institutions.

     This valuation will be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Alliance, management policies, and current conditions in the equity markets for thrift shares, 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 legislative and regulatory environment 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 made. The reasons for any such adjustments will be explained in the update at the date of the release of the update. The valuation will also be updated at the completion of Alliance’s stock offering.

Respectfully submitted, RP^® FINANCIAL, LC.

Ronald S. Riggins
President and Managing Director

James P. Hennessey
Director

RP® Financial, LC.	TABLE OF CONTENTS
	i

TABLE OF CONTENTS
ALLIANCE BANCORP, INC.
ALLIANCE BANK
Broomall, Pennsylvania

		PAGE
DESCRIPTION		NUMBER
CHAPTER ONE	OVERVIEW AND FINANCIAL ANALYSIS
Introduction			I.1
Plan of Conversion and Reorganization			I.2
Purpose of the Reorganization			I.3
Alliance Mutual Holding Company			I.4
Strategic Overview			I.4
Balance Sheet Trends			I.8
Income and Expense Trends			I.13
Interest Rate Risk Management			I.17
Lending Activities and Strategy			I.18
Loan Purchases and Sales			I.20
Asset Quality			I.21
Funding Composition and Strategy			I.22
Subsidiary			I.22
Legal Proceedings			I.23
CHAPTER TWO	MARKET AREA ANALYSIS
Introduction			II.1
Market Area Demographics			II.4
Summary of Local Economy			II.6
Unemployment Trends			II.9
Market Area Deposit Characteristics			II.9
CHAPTER THREE	PEER GROUP ANALYSIS
Peer Group Selection			III.1
Financial Condition			III.6
Income and Expense Components			III.9
Loan Composition			III.11
Credit Risk			III.13
Interest Rate Risk			III.13
Summary			III.16

		PAGE
DESCRIPTION		NUMBER
CHAPTER FOUR	VALUATION ANALYSIS
Introduction			IV.1
Appraisal Guidelines			IV.1
RP Financial Approach to the Valuation			IV.1
Valuation Analysis			IV.2
1. Financial Condition			IV.3
2. Profitability, Growth and Viability of Earnings			IV.4
3. Asset Growth			IV.5
4. Primary Market Area			IV.5
5. Dividends			IV.5
6. Liquidity of the Shares			IV.6
7. Marketing of the Issue			IV.7
A. The Public Market			IV.7
B. The New Issue Market			IV.13
C. The Acquisition Market			IV.17
D. Trading in Alliance’s Stock			IV.17
8. Management			IV.18
9. Effect of Government Regulation and Regulatory Reform			IV.18
Summary of Adjustments			IV.18
Valuation Approaches			IV.19
1. Price-to-Earnings (“P/E”)			IV.21
2. Price-to-Book (“P/B”)			IV.24
3. Price-to-Assets (“P/A”)			IV.24
Comparison to Recent Offerings			IV.24
Valuation Conclusion			IV.25
Establishment of the Exchange Ratio			IV.25

RP® Financial, LC.	LIST OF TABLES
	iii

LIST OF TABLES
ALLIANCE BANCORP, INC
ALLIANCE BANK
Broomall, Pennsylvania

TABLE
NUMBER		DESCRIPTION	PAGE
	1.1	Mutual Holding Company Financial Statements	I.5
	1.2	Historical Balance Sheet	I.9
	1.3	Historical Income Statements	I.14
	2.1	Map of Branch Locations	II.3
	2.2	Summary Demographic Data	II.5
	2.3	Market Area Largest Employers	II.8
	2.4	Unemployment Trends	II.9
	2.5	Deposit Summary	II.10
	3.1	Peer Group of Publicly-Traded Thrifts	III.3
	3.2	Balance Sheet Composition and Growth Rates	III.7
	3.3	Income as a % of Average Assets and Yields, Costs, Spreads	III.10
	3.4	Loan Portfolio Composition and Related Information	III.12
	3.5	Credit Risk Measures and Related Information	III.14
	3.6	Interest Rate Risk Measures and Net Interest Income Volatility	III.15
	4.1	Pricing Characteristics: Recent Conversions Completed	IV.15
	4.2	Market Pricing Comparatives	IV.16
	4.3	Public Market Pricing	IV.23

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.1

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

     Alliance Bank (“Alliance Bank” or “the Bank”) was originally chartered under federal law in 1938 as First Federal Savings and Loan Association of Upper Darby and changed its name to Greater Delaware Valley Federal Savings and Loan Association in 1956. Headquartered in the city of Broomall, the Bank converted to a Pennsylvania-chartered savings association in 1958 and changed its name to Greater Delaware Valley Savings and Loan Association. The Bank converted to its present savings bank charter in 1991. Effective March 3, 1995, the Bank converted to a stock savings bank in connection with a mutual holding company reorganization whereby Greater Delaware Valley Holdings, a mutual company, became the Bank’s mutual holding company (“the MHC”). Since April 1997, Greater Delaware Valley Savings Bank has been doing business as Alliance in the city of Broomall, Pennsylvania.

     As referenced above, the Bank converted to a stock savings bank in 1995 in connection with a mutual holding MHC reorganization whereby the Bank became a wholly-owned subsidiary of the MHC. In conjunction with the reorganization into a mutual holding company structure, the Bank transferred $100,000 of retained earnings to the MHC. At the same time, the Bank converted to a state-chartered stock savings bank with the MHC owning a majority ownership interest in the Bank (80.0%) and public shareholders owning the balance of the shares outstanding (20.0%).

     On January 30, 2007, the Bank completed its reorganization to a mid-tier holding company structure and the sale by the mid-tier company, Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp” or the “Company”), of shares of its common stock. In the reorganization and offering, the Company sold 1,807,339 shares of common stock at a purchase price of $10.00 per share and issued 5,417,661 shares of common stock in exchange for former outstanding shares of the Bank. Each share of the Bank’s common stock was converted into 2.09945 shares of the Company’s common stock. The offering resulted in approximately $16.5 million in net proceeds to the Company. The most significant asset of the Company is the stock of the Bank. At August 20, 2010, due to purchases of treasury stock, the Holding Company owns 59.5% of the outstanding common stock of Alliance Bancorp and the minority public shareholders own the remaining 40.5%.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.2

     The Bank 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”). Alliance Bank is subject to extensive regulation, supervision and examination by the Pennsylvania Department of Banking (the “Department”) and by the FDIC. The MHC and the Company (currently and prospectively) are subject to regulation and supervision of the Office of Thrift Supervision

     Alliance operates nine banking offices located in Delaware and Chester Counties, outside of Philadelphia. The Bank’s primary business consists of attracting deposits from the general public and using those funds, together with funds we borrow, to originate loans to our customers and invest in securities such as U.S. Government and agency securities, mortgage-backed securities (“MBS”) and municipal obligations. At June 30, 2010, the Company had $448.4 million of total assets, $381.2 million of total deposits, $283.0 million in loans, and stockholders’ equity of $48.6 million, or 10.8% of total assets. For the twelve months ended June 30, 2010, the Company reported net income equal to $999,000, for a return on average assets equal to 0.22%. The Company’s audited financial statements are included by reference as Exhibit I-1.

Plan of Conversion and Reorganization

     On August 11, 2010, Alliance announced that the Boards of Directors of the MHC, Alliance and the Bank unanimously adopted a Plan of Conversion and Reorganization (the “Plan of Conversion”), pursuant to which Alliance will convert from the three-tier MHC structure to the full stock holding company structure and concurrently conduct a second-step conversion offering (“Second Step Conversion” or “Offering”) that will include the sale of the MHC’s ownership interest in Alliance. Pursuant to the Plan of Conversion, Alliance Bancorp, Inc. will be succeeded by a new Pennsylvania chartered stock corporation of the same name. The new company will sell shares of its common stock to the Bank’s eligible account holders and employee stock ownership plan and to members of the general public in a subscription and community offering, subject to the priorities in the plan. The Company will also issue exchange shares of its common stock to the public shareholders pursuant to an exchange ratio that will result in the same aggregate ownership percentage as immediately before the Offering.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.3

Purpose of the Reorganization

     The Second Step Conversion will increase the capital level to support further expansion, improve the overall competitive position of the Company in the local market area, enhance profitability and reduce interest rate risk. Importantly, the additional equity will provide a larger capital base for continued growth and diversification, as well as increase the lending capability of the Company, including the funds available for lending and the ability to service larger commercial relationships. Future growth opportunities are expected through the current branch network as well as through de novo branching in the regional markets served. Additionally, the Company anticipates that growth opportunities will result from regional bank consolidation in the local market, particularly in the current economic and operating environment, and the resulting fallout of customers who are attracted to the Company’s customer service and various products. The Second Step Conversion should facilitate the Company’s ability to pursue such acquisitions through increased capital as well as the ability to use common stock as merger consideration. Further, the Second Step Conversion will increase the public ownership, which is expected to improve the liquidity of the common stock.

     The projected use of stock proceeds is highlighted below.

• The Company. The Company is expected to retain up to 50% of the net conversion proceeds. At present, Company funds, net of the loan to the ESOP, are expected to be invested initially into high quality investment securities with short- to intermediate-term maturities, generally consistent with the current investment mix. Over time, Company funds are anticipated to 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.

• The Bank. The balance of the net Offering proceeds, currently targeted to equal 50% of the total net proceeds, will be infused into the Bank. 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 initially be invested in short-term investments pending longer-term deployment, i.e., funding lending activities, general corporate purposes and/or expansion and diversification.

     The Company expects to continue to pursue a controlled growth strategy, leveraging its strong pro forma capital, growing primarily through the current delivery channels. If appropriate,

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.4

Alliance may also consider various capital management strategies to assist in the long run objective of increasing return on equity (“ROE”).

Alliance Mutual Holding Company

     The MHC balance sheet and annualized income statement for the three months ended June 30, 2010, is shown on the following page. Pursuant to the structure of the Second Step Conversion, the assets and liabilities of the MHC will be merged with the Company resulting in a net increase to capital of $6.9 million. Additionally, there are intercompany income and expenses between the Company and the MHC which will be eliminated upon consolidation of the Company and MHC at the completion of the Second Step Conversion, including rental income paid by the Company to the MHC as well as directors’ retirement plan expense, office building depreciation and management fees currently incurred by the MHC. These income and expense items will require adjustment to the valuation earnings base on a tax effected basis in the valuation section to follow.

Strategic Overview

     Throughout much of its corporate history, the Company’s strategic focus has been that of a community oriented financial institution with a primary focus on meeting the borrowing, savings and other financial needs of its local customers in Delaware and Chester Counties, as well as other nearby areas in Philadelphia and the surrounding suburban areas. In this regard, the Company has historically pursued a portfolio residential lending strategy typical of a thrift institution, with a moderate level of diversification into commercial real estate lending. Since 1997, the Company sought to gradually restructure the loan portfolio to include a greater proportion of commercial mortgage loans and, to a lesser extent, multi-family mortgage and non-mortgage loans. In this regard, the Company has emphasized high quality and flexible service, capitalizing on its local orientation and expanded array of products and services. Accordingly, the Company’s lending operations consists of two principal segments, as follows: (1) residential mortgage lending; and (2) commercial mortgage lending in conjunction with the intensified efforts to become a full-service community bank.

     In recognition of the risks involved in commercial lending, the Company has bolstered the loan department staffing, both in terms of loan officers and the credit administration area in order to expand the commercial mortgage portfolio. Additionally, management has developed

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.5

Table 1.1
Alliance Mutual Holding Company
Parent Company Only Balance Sheet and Income Statement
As of June 30, 2010

Balance Sheet

	Amount
	($000)
Assets:
Cash on Deposit at Alliance Bank	$	3,908
Investments (AFS)		378
Property and Equipment (net)		2,055
Other Assets		668
Investment in Alliance Bancorp		28,820
Total Assets	$	35,829
Liabilities and Stockholders’ Equity
Liabilities	$	80
Stockholders’ Equity		35,749
Total Liabilities and Stockholders’ Equity	$	35,829
Net Assets of MHC (1)	$	6,929

(1) Assets less liabilities excluding investment in Alliance Bancorp.

Income Statement

	Annualized
	Amount (2)
	($000)
Income:
Interest Income	$	16
Rental Income (3)		42
Equity Income in Alliance Bancorp		186
Total Income	$	244
Expenses:
Directors Retirement Plan (3)	$	14
Office Building Depreciation (3)		13
Management Fee Expense (3)		336
Loss on Sale of Investments		481
Total Expense	$	845
Pre-Tax Income	$	(601	)
Income Tax Benefit	$	(264	)
Net Income		(337	)

(2) For the three months ended June 30, 2010.

(3) Intercompany account which will be eliminated upon completion of the second step conversion.

Source: Alliance Mutual Holding Company.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.6

extensive policies and procedures pertaining to credit standards and the administration of commercial accounts. As a result, the portfolio balance of commercial real estate (“CRE”) mortgage loans as well as construction & land loans has increased. Specifically, these loans totaled $161.0 million, or 56.0% of total loans at June 30, 2010. Moreover, in recent years, the commercial real estate loan portfolio has accounted for the majority of the growth in the loan portfolio. Growth in commercial real estate lending is expected to continue as such loans will continue to be emphasized by the Company.

     Despite the commercial lending emphasis, residential mortgage loans continue to comprise a significant segment of the loan portfolio, and equaled $110.4 million, or 38.4% of total loans as of June 30, 2010. The Company’s residential mortgage loans are originated internally by the Bank loan officers as well as brokers and correspondent lenders on a limited basis as long as they meet the Company’s underwriting criteria. Due to interest rate risk considerations, the Company generally limits investment in longer term fixed rate residential mortgage loan originations (i.e., greater than 15 year maturities) to important customer relationships with the focus of fixed rate lending on loans with maturities of 15 years or less. In addition, while the Company offers hybrid loans which adjust annually after an initial period of fixed rates (i.e., fixed for anywhere from three to ten years), the Company has only originated a small amount of such loans in recent periods.

     The Company’s loan portfolio balance has realized comparatively modest growth overall reflecting in part, the impact of the recessionary environment over the last several years which has limited demand for high quality commercial mortgage loans. Additionally, the low interest rate environment has changed the market for residential mortgage loans to a predominately long term fixed rate market (i.e., 20 and 30 year fixed rate loans) which the Company restricts owing to interest rate considerations since it is a portfolio lender with respect to residential mortgage loans.

     The Company’s cash, liquidity and securities portfolios consist of interest-earning deposits and short- to intermediate-term investment securities and MBS, the majority of which are currently classified as available for sale (“AFS”). The Company’s general balance sheet objective is to deploy funds primarily into loans and maintain moderate balances of cash and investments, given the higher yields typically available on loans.

     Retail deposits have consistently served as the primary interest-bearing funding source for the Company. In recent years, deposit growth has been moderate based on the Company’s

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.7

limited need for funds as a result of the modest available asset investment opportunities. As of June 30, 2010, certificate of deposits (“CDs”) represented the largest portion of the Company’s deposit accounts at more than two-thirds of total deposits. Savings accounts and interest checking have been increasing in proportion to total deposits while growth of non-interest checking and money market accounts has been limited. The Company utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk. FHLB advances and collateralized commercial sweep accounts constitute the Company’s principal source of borrowings. The majority of the Company’s FHLB advances have fixed rates. Given the recent environment which has limited the ability to grow, the Company has been retiring maturing borrowed funds such that the balance of FHLB will be repaid in the third calendar quarter of fiscal 2010.

     The post-offering business plan of the Company is expected to continue to focus on products and services which have been the Company’s emphasis in recent years. The increased capital from the offering is expected to facilitate additional balance sheet growth, leveraging of operating expenses and infrastructure investments. The new capital will increase the Company’s competitive posture and financial strength. In terms of specific strategies, the Company plans to undertake the following as key elements to its business plan:

• Expanding the Company’s market presence through intensive marketing (i.e., television, print media and outdoor sign marketing campaigns) and by developing strong customer relationships through the Customer First® approach which has been trademarked by the Company. In this regard, the Company is seeking to more fully develop its customer relationships through sales and service in order to maximize the number of Alliance products and services utilized by each household;

• Continuing to emphasize the marketing and development of commercial account relationships, both with respect to lending and deposits. In this regard, the Company’s approach will be to continue to build commercial relationships through sales and marketing efforts, particularly by the Company’s senior management and loan officers. An additional benefit of the additional capital raised in the Second Step Conversion will be that Alliance will be able to accommodate larger account relationships (this benefit is not a primary driver for the effort to complete the Offering);

• Enhance the branch office delivery system, both by continuing to upgrade existing branches (one office may likely be relocated) and through branch expansion. At present, the Company is targeting to establish one additional branch per year over the two years following the Second Step Conversion though the locations have yet to be identified. Likewise, acquisitions of branches or whole institutions which provide consolidation of the existing branch coverage or

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.8

which represent logical extensions of the branch banking market will be considered though none are planned at this time; and

•

The Company will also evaluate the introduction of new products and services consistent with its efforts to increase the penetration of the customer base in terms of the number of products and services provided to each customer. Such products and services will likely be in both the loan and deposit areas and could also include non-traditional products such as wealth management and insurance services and products.

Balance Sheet Trends

     The Company’s recent operating strategy is evidenced in Table 1.2. Since December 31, 2005, total assets increased at a 3.21% compounded annual rate, expanding from $389.0 million to $448.4 million as of June 30, 2010. During 2010, assets have declined by approximately $16 million owing to the Company’s repayment of maturing borrowed funds and a concurrent reduction of cash and investments. Loans have realized a faster growth rate than total assets and thus, increased in proportion to total assets, from 57.7% at December 31, 2005, to 63.1% at June 30, 2010. Specifically, loans have increased at a 5.3% annual rate over the period from the end of fiscal 2005 through June 30, 2010, while investment securities decreased at a 7.7% annual rate, decreasing from 18.5% of total assets at the end of fiscal 2005 to 11.2% of assets as of June 30, 2010.

     The Company’s assets are funded through a combination of deposits, borrowings and retained earnings. Deposits have historically comprised the majority of funding liabilities, and increased at an annual rate of 5.7% since the end of fiscal 2005. The mix of the Company’s deposit base have changed considerably over this period, as borrowed funds have steadily decreased since 2005 (by 26.5% annually), as the Company sought to build customer relationships and limit the utilization of more expensive borrowings. As borrowings were retired in recent years, they were been replaced by funds generated through CD’s.

     Annual equity growth equaled 8.2% since the end of fiscal 2005. The majority of the equity growth was attributable to the completion of the additional stock issuance in fiscal 2007, which increased equity by the $16.5 million of net proceeds raised. Subsequently, capital has diminished as capital management strategies (i.e., dividends and share repurchases by the Company) more than offset the capital growth provided by interim period earnings. Accordingly, the Company’s capital ratio has diminished from 12.1% at the end of fiscal 2007, to 10.8% as of June 30, 2010. Going forward, the post-Offering equity growth rate is expected to be impacted

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	I.9

Table 1.2
Alliance Bancorp, Inc.
Historical Balance Sheet Data

																															12/31/05-
																															6/30/10
	At Fiscal Year Ended December 31,																									As of					Annual
	2005					2006					2007					2008					2009					June 30, 2010					Growth Rate
	Amount		Pct(1)			Amount		Pct(1)			Amount		Pct(1)			Amount		Pct(1)			Amount		Pct(1)			Amount		Pct(1)			Pct
	($000)		(%)			($000)		(%)			($000)		(%)			($000)		(%)			($000)		(%)			($000)		(%)			(%)
Total Amount of:
Assets	$	389,035		100.00	%	$	410,350		100.00	%	$	424,467		100.00	%	$	424,110		100.00	%	$	464,216		100.00	%	$	448,446		100.00	%		3.21	%
Loans receivable, net		224,294		57.65	%		235,886		57.48	%		256,932		60.53	%		278,437		65.65	%		285,008		61.40	%		283,021		63.11	%		5.30	%
Investment securities		72,079		18.53	%		59,305		14.45	%		67,861		15.99	%		62,070		14.64	%		52,336		11.27	%		50,291		11.21	%		-7.69	%
Mortgage-backed securities		48,362		12.43	%		43,636		10.63	%		35,632		8.39	%		31,921		7.53	%		23,355		5.03	%		19,551		4.36	%		-18.23	%
Cash and cash equivalents		20,956		5.39	%		48,283		11.77	%		42,079		9.91	%		28,308		6.67	%		74,936		16.14	%		66,456		14.82	%		29.24	%
FHLB stock		2,738		0.70	%		2,549		0.62	%		2,310		0.54	%		2,439		0.58	%		2,439		0.53	%		2,439		0.54	%		-2.54	%
OREO		1,795		0.46	%		0		0.00	%		0		0.00	%		0		0.00	%		2,968		0.64	%		3,026		0.67	%		12.31	%
Bank-owned life insurance		9,739		2.50	%		10,103		2.46	%		10,463		2.46	%		10,830		2.55	%		11,185		2.41	%		11,360		2.53	%		3.48	%
Deposits	$	297,710		76.53	%	$	333,802		81.35	%	$	330,788		77.93	%	$	331,701		78.21	%	$	378,323		81.50	%	$	381,210		85.01	%		5.65	%
Borrowings		52,501		13.50	%		37,172		9.06	%		37,042		8.73	%		37,198		8.77	%		32,021		6.90	%		13,112		2.92	%		-26.53	%
Stockholders’ equity	$	34,127		8.77	%	$	33,500		8.16	%	$	51,458		12.12	%	$	48,899		11.53	%	$	48,445		10.44	%	$	48,567		10.83	%		8.16	%
Loans/Deposits				75.34	%				70.67	%				77.67	%				83.94	%				75.33	%				74.24	%
Common Shares Outstanding		7,225,184					7,225,184					7,225,000					6,957,676					6,729,676					6,696,476
Banking offices		9					9					9					9					9					9

(1) Ratios are as a percent of ending assets.

Sources: Prospectus

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	I.10

by a number of factors including the higher level of capitalization, the reinvestment and leveraging of the Offering proceeds, the expense of the stock benefit plans and the potential impact of dividends and stock repurchases.

     Loans Receivable

          Loans receivable totaled $283.0 million, or 63.1% of total assets, as of June 30, 2010, and reflects 5.3% annual growth since the end of fiscal 2005. Over this period, the proportion of loans to total assets has slightly increased as the rate of loan growth exceeded the asset growth rate, while the composition of the loan portfolio has shifted modestly to include a higher proportion of commercial loans (inclusive of construction and development loans). The residential mortgage loan portfolio consists of approximately equal amounts of adjustable rate and fixed rate loans. The majority of the Company’s 1-4 family residential mortgage loans generally conform to standards set by Freddie Mac or Fannie Mae although Alliance is a portfolio lender and has not sold residential mortgage loans in recent years. Most non-conforming residential loans are non-conforming as to the loan amount (i.e., jumbo loans), while otherwise meeting the agency credit criteria.

          The Company has historically concentrated its lending activities on the origination of loans secured primarily by first mortgage liens on existing single-family residences and intends to continue to originate permanent loans secured by first mortgage liens on single-family residential properties in the future. The balance of the 1-4 family mortgage loan portfolio has fluctuated slightly over the period reflecting strong market demand for fixed rate loans in the low interest rate environment. As a result, permanent 1-4 family residential mortgage loans have decreased modestly in proportion to total loans (from 45.8% of total loans in fiscal 2005, to 38.4% of total loans as of June 30, 2010). Additionally, commercial mortgage loans have increased in recent years to equal 47.6% of total loans as of June 30, 2010. Such loans are generally secured by office buildings, small retail establishments, restaurants and other commercial structures. The Company’s mortgage lending emphasis is evidenced by 94.8% of the loan portfolio is secured by mortgage loans (including construction loans); in contrast, consumer and other non-mortgage loans only comprised 5.2% of the loan portfolio.

     Cash, Investments and Mortgage-Backed Securities

          The intent of the Company’s investment policy is to provide adequate liquidity, to generate a favorable return on excess investable funds and to support the established credit and interest rate risk objectives. The ratio of cash and investments (including MBS and FHLB

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	I.11

stock) has declined, from 37.1% of assets at the end of fiscal 2005 to 30.9% as of June 30, 2010. The decline in the cash and investment portfolio is primarily attributable to the redeployment of funds into whole loans and the repayment of borrowed funds in the face of modest deposit growth. The recent increase in the cash and equivalents balances (from $28.3 million at the end of fiscal 2008 to $74.9 million at the end of fiscal 2009) is reflective of management’s desire to limit its interest rate risk exposure in the current low rate environment, the impact of recent deposit growth coupled with limited loan demand which would otherwise reduce the Company’s cash balances.

          Investment securities including FHLB stock and MBS equaled $72.3 million, or 16.1% of total assets as of June 30, 2010, while cash and equivalents totaled $66.5 million, or 14.8% of assets. As of June 30, 2010, the cash and investments portfolio consisted of cash, interest-earning deposits in other financial institutions, MBS issued by Ginnie Mae, Fannie Mae and Freddie Mac, U.S. government agency obligations (including callable securities), and high quality municipal securities (see Exhibit I-3 for the investment portfolio composition). Additionally, the Company has an investment in FHLB stock of $2.4 million. The Company’s investment securities are classified as available for sale (“AFS”) and held-to-maturity (“HTM”) with the balances totaling $28.2 million and $22.1 million, respectively.

          No major changes to the composition and practices with respect to the management of the investment portfolio are anticipated over the near term, except that the level of cash and investments is anticipated to increase initially following the Second Step Conversion. Over the longer term, it is the Company’s intent to leverage the proceeds with loans to a greater extent than investment securities. However, management has indicated that leveraging of the expanded capital base by utilizing investment securities, including MBS, will remain an aspect of the Company’s operations.

     Bank-Owned Life Insurance

          As of June 30, 2010, bank-owned life insurance (“BOLI”) totaled $11.4 million, which reflects slight growth since the end of fiscal 2005 owing to increases in the cash surrender value of the policies. The balance of the BOLI reflects the value of life insurance contracts on selected members of the Company’s management and has been purchased with the intent to offset various benefit program expenses on a tax-advantaged basis. The increase in the cash surrender value of the BOLI is recognized as an addition to other non-interest income on an annual basis.

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     Funding Structure

          Since fiscal year-end 2005, deposits have grown at a 5.7% compounded annual rate, and the composition of has changed modestly as CDs, and interest checking accounts have increased. Conversely, NOW MMA accounts and non-interest bearing accounts have slightly decreased over the corresponding time frame. The proportion of CDs and checking accounts (interest and non-interest bearing accounts) to total deposits equaled 66.9% and 19.9%, respectively, as of June 30, 2010 and comprise the two largest segments of the deposit base.

     As of June 30, 2010, borrowed funds totaled $13.1 million, representing 2.9% of total assets. The Company’s diminishing balance of borrowed funds consists of FHLB advances and other borrowings of $5.0 million and $8.1 million, respectively. Other borrowings are comprised of commercial sweep accounts (collateralized commercial deposit accounts classified as borrowings).

          The Company’s current posture on funding with borrowings is to use such funds: (1) when they are priced attractively relative to deposits; (2) to lengthen the duration of liabilities; (3) to enhance earnings when attractive revenue enhancement opportunities arise; and (4) to generate additional liquid funds, if required. Over the last three fiscal years, the outstanding balance of FHLB advances has declined as the Company has focused on repaying maturing borrowed funds through replacement with retail deposits.

     Equity

          With the completion of the additional stock issuance under the MHC structure in January 2007, Alliance’s equity increased to $51.5 million, or 12.1% of assets as of December 31, 2007. Since fiscal year end 2007, the Company’s equity has diminished primarily as a result of capital management strategies (dividends and share repurchases) which more than offset profitable operations. As of June 30, 2010, Alliance’s stockholders’ equity totaled $48.6 million, equal to 10.8% of assets. The Company maintained surpluses relative to its regulatory capital requirements at June 30, 2010, and was qualified as a “well capitalized” institution. The Offering proceeds will serve to further strengthen the Company’s regulatory capital position and support the ability to undertake high risk-weight lending in the current environment, albeit at diminished growth rates relative to the prior five fiscal year period. As discussed previously, the post-Offering equity growth rate is expected to be impacted by a number of factors including the higher level of capitalization, the reinvestment of the Offering proceeds, the expense of the

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	I.13

stock benefit plans and the potential impact of dividends and stock repurchases. Additionally, the ability to increase capital will be dependent upon the ability of Alliance to execute a business plan focused on incremental branching, potential acquisitions, and the ongoing development of comprehensive retail and commercial customer account relationships.

Income and Expense Trends

     Table 1.3 shows the Company’s historical income statements for the past five fiscal years as well as for the last 12 months through June 30, 2010. The Company has reported moderate earnings for every period, with the recent potential earnings improvement resulting from an expanding level of net interest income offset by growth in loan loss provisions. Overall, the Company’s earnings have fluctuated in a relatively narrow range, from a low of $605,000 in fiscal 2008, equal to 0.14% of average assets, to a high of $1.4 million in fiscal 2006, or 0.35% of average assets. For the twelve months ended June 30, 2010, the Company reported net income of approximately $1.0 million, equal to 0.22% of average assets. Going forward, the Company is targeting earnings improvement if the level of provisions for loan losses decline and credit quality improves as expected. However, the improvement in credit quality may likely be dependent upon the resolution of two large non-performing assets and maintenance of strong credit quality within the remaining segments of the loan portfolio.

     The Company’s earnings are expected to have a marginal net benefit as a result of the reinvestment of the offering proceeds and the expense of additional stock benefit plans.

     Net Interest Income

          Over the past five and one-half years, the Company’s net interest income to average assets ratio ranged from a low of 2.45% during 2007 to a high of 2.81% during 2005. For the twelve months ended June 30, 2010, the Company’s net interest income to average assets ratio equaled 2.73%. The decrease in the Company’s net interest income ratio from year end 2005 through year end 2007 was the result of a more significant increase in the interest expense ratio compared to the interest income ratio. Comparatively, the increase in the net interest income ratio since 2008 has been facilitated by market interest rate trends, as the decline short-term interest rates and resulting steeper yield curve has provided for a more significant decline in the Company’s funding costs relative to less rate sensitive interest-earning asset yields. In this

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Table 1.3
Alliance Bancorp, Inc.
Historical Income Statements

	As of the Fiscal Year Ended December 31,																														12 Months Ended
	2005						2006						2007						2008						2009						June 30, 2010
	Amount			Pct(1)			Amount			Pct(1)			Amount			Pct(1)			Amount			Pct(1)			Amount			Pct(1)			Amount			Pct(1)
	($000)			(%)			($000)			(%)			($000)			(%)			($000)			(%)			($000)			(%)			($000)			(%)
Interest Income	$	19,883			5.08	%	$	21,753			5.55	%	$	24,340			5.77	%	$	22,543			5.22	%	$	21,091			4.66	%	$	20,619			4.58	%
Interest Expense		(8,907	)		-2.28	%		(11,331	)		-2.89	%		(13,999	)		-3.32	%		(11,701	)		-2.71	%		(9,509	)		-2.10	%		(8,313	)		-1.85	%
Net Interest Income	$	10,976			2.81	%	$	10,421			2.66	%	$	10,341			2.45	%	$	10,841			2.51	%	$	11,582			2.56	%	$	12,306			2.73	%
Provision for Loan Losses		(120	)		-0.03	%		(60	)		-0.02	%		(120	)		-0.03	%		(585	)		-0.14	%		(528	)		-0.12	%		(1,548	)		-0.34	%
Net Interest Income after Provisions	$	10,856			2.77	%	$	10,361			2.65	%	$	10,221			2.42	%	$	10,256			2.37	%	$	11,053			2.44	%	$	10,757			2.39	%
Other Operating Income		1,271			0.32	%		1,314			0.34	%		1,293			0.31	%		1,274			0.29	%		1,179			0.26	%	$	1,148			0.25	%
Operating Expense		(10,972	)		-2.80	%		(10,510	)		-2.68	%		(9,808	)		-2.32	%		(10,303	)		-2.39	%		(10,900	)		-2.41	%		(11,059	)		-2.46	%
Net Operating Income	$	1,154			0.30	%	$	1,165			0.30	%	$	1,706			0.40	%	$	1,227			0.28	%	$	1,333			0.29	%	$	847			0.19	%
Net Gain/(Loss) on Sale of Loans	$	53			0.01	%	$	15			0.00	%	$	30			0.01	%	$	7			0.00	%	$	—			0.00	%	$	0			0.00	%
Net Gain/(Loss) on Sale of OREO		25			0.01	%		122			0.03	%		—			0.00	%		—			0.00	%		(15	)		0.00	%		(35	)		-0.01	%
Net Gain/(Loss) on Sale of Investments		(216	)		-0.06	%		2			0.00	%		21			0.00	%		(157	)		-0.04	%		—			0.00	%		0			0.00	%
Impairment Charges on Securities		—			0.00	%		—			0.00	%		(860	)		-0.20	%		(882	)		-0.20	%		—			0.00	%		0			0.00	%
Provision for Loss on Sale of OREO		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		—			0.00	%		0			0.00	%
Total Non-Operating Income/(Expense)	$	(137	)		-0.04	%	$	138			0.04	%	$	(809	)		-0.19	%	$	(1,033	)		-0.24	%	$	(15	)		0.00	%	$	(35	)		-0.01	%
Net Income Before Tax	$	1,017			0.26	%	$	1,304			0.33	%	$	898			0.21	%	$	194			0.04	%	$	1,318			0.29	%	$	812			0.18	%
Income Taxes		157			0.04	%		67			0.02	%		157			0.04	%		411			0.10	%		41			0.01	%		187			0.04	%
Net Income (Loss) Before Extraord. Items	$	1,174			0.30	%	$	1,371			0.35	%	$	1,055			0.25	%	$	605			0.14	%	$	1,359			0.30	%	$	999			0.22	%
Estimated Core Net Income
Net Income	$	1,174			0.30	%	$	1,371			0.35	%	$	1,055			0.25	%	$	605			0.14	%	$	1,359			0.30	%	$	999			0.22	%
Addback/(Deduct): Non-Recurring (Inc)/Exp		137			0.04	%		(138	)		-0.04	%		809			0.19	%		1,033			0.24	%		15			0.00	%		35			0.01	%
Tax Effect (2)		(47	)		-0.01	%		47			0.01	%		(275	)		-0.07	%		(351	)		-0.08	%		(5	)		0.00	%		(12	)		0.00	%
Estimated Core Net Income	$	1,265			0.32	%	$	1,279			0.33	%	$	1,589			0.38	%	$	1,286			0.30	%	$	1,369			0.30	%	$	1,022			0.23	%
Memo:
Expense Coverage Ratio		100.03	%					99.16	%					105.44	%					105.22	%					106.26	%					111.28	%
Efficiency Ratio		89.59	%					89.56	%					84.30	%					85.04	%					85.42	%					82.20	%
Effective Tax Rate		15.44	%					5.14	%					17.52	%					211.61	%					3.11	%					23.04	%

(1)	Ratios are as a percent of average assets.
(2)	Assumes a marginal tax rate of 34%.
(3)	Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses.
(4)	Efficiency ratio calculated as operating expenses divided by the sum of net interest income before provisions for loan losses plus other income (excluding net gains).

Source: Prospectus

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	I.15

regard, the Company’s cost of funds has recently benefited from the maturing of high cost term borrowings and CDs bearing the relatively high interest rates which prevailed several years ago. Following the Second Step Offering, the offering proceeds should increase net interest income but have a limited impact on the Company’s overall spreads (see Exhibit I-4 for detailed information with respect to the Company’s historical yields, costs, and spreads).

     Loan Loss Provisions

          The Company’s profitability has been adversely impacted over the most recent twelve months by increased provision for loan losses due to increasing NPAs. For the 12 months ended June 30, 2010, loan loss provisions totaled $1.5 million, or 0.25% of average assets, which was above the level for each of the prior five fiscal years. The recent increase in provisions is related, in part, to a $6.1 million land and development loan for a CRE project located in Bradenton, Florida a $3.7 million construction loan in the Philadelphia area, both of which have been placed on non-accrual status. Exhibit I-5 provides information with respect to the Company’s loan loss provisions, loan charge offs, and reserve balance on a historical basis.

          Going forward, the Company will continue to evaluate the adequacy of the level of general valuation allowances (“GVAs”) on a regular basis, and establish additional loan loss provisions in accordance with the Company’s asset classification and loss reserve policies.

     Non-Interest Income

          The Company has historically had relatively modest levels of fee generating activities, and thus non-interest operating income has been a somewhat modest contributor to the overall earnings. Included in non-interest income are management fees collected from the MHC which reimburses the Company for certain administrative services including accounting and corporate functions performed by the Company personnel and/or at the Company’s expense. However, these fees will be eliminated following the Second Step Conversion. Non-interest income has gradually declined since the 2006 peak of $1.3 million, or 0.32% of average assets, to $1.1 million for the last twelve months, or 0.25% of average assets.

          Management will seek to increase the level of non-interest fee income primarily by continuing to expand fee generating commercial loan and deposit relationships.

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	I.16

     Operating Expenses

          Operating expenses represent the other major component of the Company’s earnings, ranging from a low of 2.41% of average assets during 2009 to a high of 2.80% of average assets during 2005, and equaled 2.46% for the twelve months ended June 30, 2010. The operating expense ratios maintained by the Company reflect the operating expenses associated with the higher staffing needs, an increase in employee salary/benefits and expanded business volumes, which have resulted in growth of both the retail deposit base and loan portfolio. In this regard, as evidenced by the relatively stable nature of the Company’s operating expense ratio over the last five fiscal years the Company’s asset growth has approximated the increase in overhead costs.

          Operating expenses are expected to increase on a post-Offering basis as a result of the expense of the additional stock-related benefit plans. At the same time, Alliance will seek to offset anticipated growth in expenses from a profitability standpoint through moderate balance sheet growth and by reinvestment of the Offering proceeds into investment securities over the near term (following the Second Step Conversion) and into loans over the longer term.

     Non-Operating Income/Expense

          Non-operating income and expenses have typically had a limited impact on earnings over the last several years and have primarily consisted of gains on the sale of loans and investments. However, in 2008, non-operating income and expenses impacted the Company’s operations to a greater degree than the recent historical average as an impairment loss on investment securities ($882,000) was recorded. For the twelve months ended June 30, 2010, net non-operating expenses totaled $35,000 and consisted of losses on the sale of OREO.

     Taxes

          The Company’s average tax expense has fluctuated over the last five fiscal periods, but has been in the range of 0.01% to 0.04% of average assets over the period, reflective of a relatively low marginal tax rate (23.04% for the twelve months ended June 30, 2010). The tax expense is comparatively modest in comparison to many financial institutions operating in Pennsylvania, reflecting the impact of tax exempt income from municipal bonds in the Company’s securities portfolio and from BOLI investment.

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     Efficiency Ratio

          The Company’s efficiency ratio reflects improvement over the last three years largely owing to expansion of the net interest margin, which is attributable to both balance sheet growth and improving spreads, while the ratio of the Company’s operating expenses and non-interest income to average assets has remained relatively unchanged. Specifically, the efficiency ratio diminished from 89.6% in fiscal 2005 to 82.2% reported for the twelve months ended June 30, 2010. On a post-Offering basis, the efficiency ratio may show some improvement from the benefit of reinvesting the proceeds from the Offering. However, a portion of the benefit is expected to be offset by the increased expense of the stock benefit plans and the loss of management fee income following consolidation of the MHC.

Interest Rate Risk Management

     The primary aspects of the Company’s interest rate risk management include:

Ø	Diversifying portfolio loans into other types of shorter-term or adjustable rate lending, primarily focused on commercial lending;
Ø	Maintaining an investment portfolio, comprised of high quality, liquid securities and maintaining an ample balance of securities classified as available for sale;
Ø	Promoting transaction accounts and, when appropriate, longer term CDs;
Ø	Utilizing longer-term borrowing when such funds are attractively priced relative to deposits and prevailing reinvestment opportunities;
Ø	Maintaining a strong capital level;
Ø	Increasing non-interest income; and
Ø	Limiting investment in fixed assets and other non-earning assets.

     The internal rate shock analysis as of June 30, 2010 reflects that the net portfolio value (“NPV”) declines by $0.18 million (0.4%) pursuant to a positive 200 basis point instantaneous and permanent rate shock, and diminishes by $8.1 million pursuant to a 200 basis point instantaneous and permanent reduction in interest rates. In addition to modeling the NPV ratio, the Company also projects the potential changes to its net interest income (“NII”) for a 12 and 24 month period under rising and falling interest rate scenarios (see Exhibit I-6). Pursuant to a positive 200 basis point instantaneous and permanent rate shock, the Company’s net interest income is projected to increase by 0.6% over a one year time frame relative to the base case levels.

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	I.18

     Overall, the projected impact to the Company’s NPV suggests that the Company’s exposure to rising interest rates up to a 200 basis point rate shock is limited, while we believe a reduction in rates is highly unlikely given that short term rates are near zero in the current environment. Likewise, the Company’s net interest income would be positively impacted over the short term (i.e., over the next 12 month period) pursuant to increasing interest rates, reflective of Alliance’s limited overall interest rate risk exposure.

     The infusion of stock proceeds will serve to further limit the Company’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Company’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

     The Company’s lending activities have been focused as follows: (1) permanent residential mortgage lending, including home equity lending; (2) commercial mortgage lending (with nominal multifamily mortgage lending); and construction and development lending. The Company has conducted only a small amount of commercial and industrial (“C&I”) lending and consumer lending. Details regarding the Company’s loan portfolio composition and characteristics are included in Exhibits I-7 and I-8. As of June 30, 2010, the three major components of the loan portfolio were as follows:

• Permanent first mortgage loans secured by residential properties totaled $110.4 million, or 38.4% of total loans;

• Commercial mortgages totaled $136.9 million, or 47.6% of total loans; and

• Construction/land loans totaled $24.1 million, or 8.4% of total loans.

     Residential Lending

          As of June 30, 2010, approximately one-half of the residential mortgage loans were fixed rate mortgages, with original maturities ranging from 15 to 30 years, while the balance primarily consisted of hybrid ARMs. The Company originates both fixed rate and adjustable rate 1-4 family loans and seeks to emphasize shorter term or adjustable rate mortgage (“ARMs”) loans for portfolio. The majority of the ARM loans in portfolio are hybrid with an initial period of fixed rates for as long as 10 years and subject to annual repricing thereafter.

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	I.19

          The Company originates 1-4 family loans up to a loan-to-value (“LTV”) ratio of 95%, with private mortgage insurance (“PMI”) being required for loans in excess of an 80% LTV ratio. The substantial portion of 1-4 family mortgage loans have been originated by the Company and are secured by residences in the local market.

          The Company also offers home equity loans including fixed rate amortizing term loans (“HELs”) as well as variable rate lines of credit (“HELOCs”). Such loans typically have shorter maturities than traditional 1-4 family lending. Home equity loans and lines totaled approximately $20.0 million as of June 30, 2010.

     Commercial Real Estate and Multifamily Mortgage Lending

          Commercial real estate lending has been a strategic focus for the Company in recent years. Multifamily lending, on the other hand, has been very limited. The Company’s CRE loans are typically secured by properties in southeastern Pennsylvania and are generally originated by the Company but include participation interests purchased from other local lenders. Similarly, the Company sells participation interests in loans to other local lenders, particularly when extending such credits would cause the Company to exceed its internal lending limit. As of June 30, 2010, CRE and multifamily mortgage loans together equaled $138.1 million (48.1% of loans). The typical CRE loan makes has a principal balance in the range of $500,000 to $3 million, but may be larger, particularly if the loan is well-collateralized or extended to a very credit-worthy borrower.

          The Company’s multi-family portfolio consists primarily of residential loans are secured by five to fifteen unit apartment buildings, while the Company’s commercial real estate loans are primarily secured by office buildings, small retail establishments, restaurants and other facilities. Most income producing property loans originated by the Company are for the purpose of financing existing structures rather than new construction. Such loans are typically collateralized by local properties. At June 30, 2010, the five largest commercial real estate loan relationships or loan balances outstanding to one borrower were in the range of $4.8 million to $6.8 million, and all were performing in accordance with their terms.

          Both CRE and multifamily mortgage loans are typically offered with fixed rates of interest for the first 5 years of the loan, which are then subject to call provision or rate adjustment. Such loans typically possess terms ranging from 5 to 15 years, with amortization

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	I.20

periods of 5 to 30 years, and LTV ratios of up to 80%, and target a minimum debt-coverage ratio of 1.15 times.

     Construction Loans

          Construction lending remains a critical component to business as it is the third largest component of the loan portfolio. The Company generally originates in-market residential and commercial construction loans to shorten the average duration of assets, and support asset yields. The Company generally limits such loans to known builders and developers with established relationships with the Company. Substantially all of the Company’s construction lending is secured by properties in southeastern Pennsylvania. Construction loans generally have variable rates of interest, terms of up to 3 years (but most typically 12 months) and LTV ratios up to 80%. Construction lending has retrenched owing to limited construction in the current economic environment. However, the Company will continue to make loans on a select basis to customers with strong credit, long banking relationships, etc.

     Non-Mortgage Lending

          The Company’s C&I lending has been limited. As of June 30, 2010, C&I loans totaled $7.5 million, 2.6% of total loans. The Company offers C&I loans to sole proprietorships, professional partnerships and various other small businesses. The types of C&I loans offered include lines of credit and business term loans.

          Consumer loans, excluding HELs and HELOCs, are generally offered to provide a broad line of loan products to customers and typically include student loans, loans on deposits, auto loans, and unsecured personal loans. As of June 30, 2010, consumer loans totaled $7.4 million, equal to 2.6% of total loans.

Loan Purchases and Sales

          Exhibit I-9 shows the Company’s loan originations/purchases, repayments and sales over the past three fiscal years and for the six months ended June 30, 2010. The largest segment of the Company’s loan origination volume consists of CRE loans which totaled $37.9 million in fiscal 2009, and $10.0 million for the six months ended June 30, 2010. The majority of the balance of the Company’s loan originations has been in the area of residential mortgage loans, with total originations of $12.2 million in fiscal 2009, and $6.0 million for the six months

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	I.21

ended June 30, 2010. The remaining balance of loans originated by the Company has been comprised of multi-family, construction and commercial and consumer non-mortgage loans.

          In addition to internal originations, the Company occasionally purchases participations in commercial mortgage or construction and land development loans from other local lenders. Overall, loan purchases totaled $6.5 million and $4.1 million over the last two fiscal years. Loan sales have been relatively limited for the Company as Alliance is primarily a portfolio lender. However, the Company occasionally sells participation interests in larger commercial real estate and construction/development loans.

Asset Quality

     The Company has recently realized a sharp increase in the level of NPAs, primarily related to the credit deterioration of two large construction loans with a gross principal balance of $10.8 million as of June 30, 2010, which have been more fully described below. In this regard, the current economic environment has been a key contributor to the expanding level of classified assets, both as a result of job losses and declining collateral values. As reflected in Exhibit I-10, the total NPA balance (i.e., loans 90 days or more past due and OREO) as of June 30, 2010, was $16.1 million, equal to 3.60% of assets, consisting of non-accruing loans ($11.3 million), accruing loans 90 days or more past due ($1.8 million) and OREO ($3.0 million). The ratio of allowance to total loans equaled 1.46% while reserve coverage in relation to NPAs equaled 31.89% (see Exhibit I-10).

     The Company’s largest delinquent loan is a $6.1 million participation interest in a land and development loan of an approximately 150 acre parcel of ground located in Bradenton, Florida. The loan is for the purpose of a developing and constructing an apartment complex, senior housing, hotel and commercial lots. The development has been delayed primarily as a result of the inability to obtain HUD credit supports owing to the weak Florida real estate markets. The other large delinquent loan consists of a $4.7 million acquisition, renovation and construction loan originated in August of 2006, for a mixed-use building consisting of 18 residential units and one commercial unit located in Center City, Philadelphia. The delinquency is the result of construction delays, slow sales and cost overruns. Given that the bulk of the NPAs are concentrated in these two assets, Alliance’s ability to reduce NPAs will be dependent upon the timing of their resolution which is difficult to project at this point in time.

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	I.22

     The Company’s management reviews and classifies loans on a quarterly basis and establishes loan loss provisions based on the overall quality, size, and composition of the loan portfolio, as well as other factors such as historical loss experience, industry trends and local real estate market and economic conditions.

Funding Composition and Strategy

     As of June 30, 2010, deposits totaled $381.2 million. Lower costing savings and transaction accounts totaling $104.2 million comprised approximately 27.3% of the Company’s deposits at June 30, 2010 (see Exhibit I-11), while money market accounts comprised an additional 5.8% of deposits. The proportion of savings accounts reflects an increase since fiscal 2005, partially as a result of implementation of the competitive pricing strategy. The balance of the deposit base is comprised of CDs, 77.8% of which have remaining maturities of one year or less (see Exhibit I-12). The advances are expected to be retired upon maturity in the third quarter of 2010. As of June 30, 2010, the Company’s balance of CDs equaled $255.1 million or 66.9% of the Company’s deposits (see Exhibit I-11).

     Borrowings have been utilized primarily as a supplemental funding source to fund lending activity and liquidity. As of June 30, 2010, the Company’s borrowings totaled $13.1 million, equal to 2.9% of total assets, consisting of mainly collateralized borrowings (sweep accounts) and FHLB advances. The advances are expected to be retired upon maturity in the third quarter of 2010. Borrowed funds have been employed both as a liquidity management tool to bolster funds when deposits fall short of the Company’s requirements and also as an interest rate risk management tool. Exhibit I-13 provides detail of the Company’s use of borrowed funds as of June, 30, 2010, and of the three prior fiscal year ends.

Subsidiary

     Presently, Alliance Bank has three wholly-owned subsidiaries: (1) Alliance Delaware Corp., which holds and manages certain investment securities; (2) Alliance Financial and Investment Services LLC, which participates in commission fees from non-depository alternative investment products; and (3) 908 Hyatt Street LLC which owns and manages commercial real estate properties. Alliance Delaware Corp. was formed in 1999 to accommodate the transfer of certain assets that are legal investments for the Bank and to provide for a greater degree of

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	I.23

protection to claims of creditors. 908 Hyatt Street was formed in June 2010 to hold certain properties acquired through foreclosure.

Legal Proceedings

     On May 14, 2010, the Company filed a complaint against New Century Bank claiming trademark infringement, false designation of origin and unfair competition due to New Century Bank’s unauthorized adoption and use of Alliance Bank’s registered trademark of “Customer First” in connection with providing banking and financial services, including doing business under the name “Customer 1^st Bank.” The litigation has been resolved in September 2010 in the Company’s favor but the settlement will not involve a monetary damage award for the Company.

     The Company is not involved in litigation which is expected to have a material impact on the Company’s financial condition or operations.

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	II.1

II. MARKET AREA ANALYSIS

Introduction

     Alliance was established in 1938 and currently serves the areas south and west of Center City Philadelphia. Over the years, the Company has grown to a nine-branch operation, with locations in Chester County and Delaware County. The Company’s main office is located about 15 miles west of Center City Philadelphia. Both counties where the Company operates branches are included in the Philadelphia Primary Metropolitan Statistical Area (“PMSA”); the PMSA also encompasses three additional nearby counties in Pennsylvania and four counties in New Jersey.

     The Philadelphia PMSA is the nation’s fifth largest metropolitan area in terms of total population. Based on 2010 census data, the PMSA population was estimated at 6.0 million. The two counties served by the Company’s branches had a total population of approximately 1.1 million. The Philadelphia area economy is typical of the cities in the northeast corridor where the traditional manufacturing-based economy has diminished while sectors such as service sector growth. The service employment growth has enhanced the PMSA’s economic diversity, and regional employment today is derived from several employment sectors.

     In recent years, the economy of the Company’s market has become increasingly diverse as the Philadelphia metropolitan area has grown based on several factors including: (1) the location in the heart of the Boston-to-Richmond megalopolis, coupled with its proximity to and presence within the Philadelphia core city area; (2) the presence of a highly educated workforce which is supported by a high quality public education system and presence of a variety of colleges and universities locally; and (3) diversity of the local economy as traditional employers in the manufacturing and financial services industry have been bolstered by growth in the life sciences and healthcare industries as well as the information technology and communication sectors.

     The Philadelphia PMSA today is a major center for financial services, and Alliance competes with a number of very large financial institutions that are either headquartered or maintain office networks in southeastern Pennsylvania. Some of the larger commercial banks operating in the Company’s market include Wells Fargo, PNC Financial, Commerce, and Bank of America. Alliance also competes with a number of large savings institutions that maintain branches in or are headquartered in southeastern Pennsylvania, including Citizens, Sovereign

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	II.2

Bank and Beneficial Mutual. Overall, the magnitude of the competition that Alliance faces is apparent with more than 350 financial institution branches in Chester and Delaware Counties (excluding credit unions). These numbers do not include competition from mortgage banking companies, investment houses, mutual funds and other sources.

     The largest competitors in the markets served by the Company are comprised of some of the largest financial institutions in Pennsylvania and the nation as a whole. In this regard, Wells Fargo holds the largest market share in both Chester and Delaware Counties, with an approximate 16% market share in both counties. Other large competitors include PNC Bank, TD Bank and Royal Bank of Scotland. In addition to large commercial banks, local credit unions present strong competition to the Company, specifically Citadel Federal Credit Union and Franklin Mint Federal Credit Union. Based on the most recent branch deposit data, the Company held less than 2% of the Chester County deposit market and less than 4% of the Delaware County deposit market.

     The significant level of competition is demonstrated numerically in the schedule below which reflects competitor branches within a 10 mile radius of the Company’s branches, limited to the 20 largest deposit balances. The competition consists of both large regional and superregional banks, community banks and several credit union competitors.

Industry	Name	Branches		2009 Deposits
Bank	Wells Fargo & Co.		39		3,109,779
Bank	Royal Bank of Scotland Group Plc		41		2,457,435
Bank	Toronto-Dominion Bank		25		2,139,175
Bank	PNC Financial Services Group Inc.		23		1,716,237
Credit Union	Citadel Federal Credit Union		12		1,174,285
Bank	Banco Santander SA		20		1,111,251
Bank	Citigroup Inc.		4		1,072,851
Bank	National Penn Bancshares Inc.		19		932,144
Bank	Tower Bancorp Inc.		21		889,017
Bank	Bryn Mawr Bank Corp.		19		703,838
Thrift	Malvern Federal Bancorp Inc. (MHC)		8		530,420
Bank	First Niagara Financial Group Inc.		15		516,165
Credit Union	Franklin Mint Federal Credit Union		24		501,557
Bank	DNB Financial Corp.		13		452,495
Thrift	Beneficial Mutual Bancorp Inc. (MHC)		8		423,329
Thrift	Alliance Bancorp Inc. of PA (MHC)		9		347,097

Source: SNL Financial

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	II.3

Table 2.1
Alliance Bancorp, Inc
Map of Branch Locations

     The Company intends to continue expanding its regional branch office network by approximately one branch per year over the next two years but no specific locations have been identified. Moreover, the Company will continue to consider growth through the acquisition of branches or whole institutions if such opportunities should arise. A map showing the Company’s office coverage is set forth above and details regarding the Company’s offices and recent trends with respect to market interest rate levels are set forth in Exhibit II-1 and II-2, respectively.

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	II.4

Market Area Demographics

     Key demographic and economic indicators in the Company’s market include population, number of households and household/per capita income levels. Trends in these key measures are summarized by the data presented in Table 2.2 from 2000 to 2010, and projected through 2015. Data for the nation and the State of Pennsylvania is included for comparative purposes. Overall, the market area provides the Company with huge potential. Chester County’s population is 500,000 and Delaware County’s population is 558,000. Additionally, the population of Chester County has increased at a relatively strong 1.5% annual rate since 2000, while the population of Delaware County has increased at a comparatively modest pace of 0.1% over the corresponding time frame. Population growth trends are also relatively favorable for the business environment generally as population growth has been strong, with Chester County registering some of the strongest growth trends in the State of Pennsylvania. Delaware County reflects more limited growth trends which are comparable to the state average of 0.2%. The population of Chester County is projected to increase at a 1.1% annual pace through 2015, which is above the expected increase for the Pennsylvania as a whole.

     Growth trends with regard to households have paralleled the population growth trends, with the Company’s markets in Chester County generally experiencing faster household growth rates to the prevailing average for Pennsylvania and the U.S, while Delaware County is growing at a moderate pace, below state and national averages. Specifically, the number of households in Chester County increased at a 1.6% annual pace in the last 10 years as compared to only 0.1% for Delaware County.

     Median household levels in the market area are favorable ($87,078 for Chester County and $65,948 for Delaware County as of 2010) in comparison to both the state and national averages ($52,723 and $54,442 respectively). Likewise, per capita income levels as of 2009 equaled $41,261 and $31,334 for Chester and Delaware Counties, respectively, which are also well above the state and national aggregates. Household income distribution patterns provide empirical support for earlier statements regarding the affluent nature of the market area as 43% (in Chester County) and 27% (in Delaware County) of all households had income levels in excess of $100,000 annually in 2009.

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	II.5

Table 2.2
Alliance Bancorp, Inc.
Summary Demographic Data

	Year						Growth Rate
	2000		2010		2015		2000-2010			2010-2015
Population (000)
United States		281,422		311,213		323,209		1.0	%		0.8	%
Pennsylvania		12,281		12,574		12,637		0.2	%		0.1	%
Chester County		434		505		534		1.5	%		1.1	%
Delaware County		551		558		557		0.1	%		0.0	%
Households (000)
United States		105,480		116,761		121,360		1.0	%		0.8	%
Pennsylvania		4,777		4,950		4,992		0.4	%		0.2	%
Chester County		158		185		197		1.6	%		1.2	%
Delaware County		206		209		209		0.1	%		0.0	%
Median Household Income ($)
United States		42,164		54,442		61,189		2.6	%		2.4	%
Pennsylvania		40,108		52,723		59,736		2.8	%		2.5	%
Chester County		64,836		87,078		101,960		3.0	%		3.2	%
Delaware County		50,104		65,948		75,912		2.8	%		2.9	%
Per Capita Income ($)
United States		21,587		26,739		30,241		2.2	%		2.5	%
Pennsylvania		20,880		26,585		30,057		2.4	%		2.5	%
Chester County		31,627		41,261		45,952		2.7	%		2.2	%
Delaware County		25,040		31,334		35,455		2.3	%		2.5	%

	Less Than			$25,000 to			$50,000 to
2009 HH Income Dist. (%)	$25,000			50,000			100,000			$100,000 +
United States		20.8	%		24.7	%		35.7	%		18.8	%
Pennsylvania		22.1	%		25.2	%		36.5	%		16.2	%
Chester County		10.2	%		15.2	%		31.8	%		42.8	%
Delaware County		15.7	%		21.4	%		36.3	%		26.5	%

Source: ESRI.

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	II.6

Summary of Local Economy

     Real Estate Market

          According to the National Association of Realtors, U.S. pending home sales increased 5.2% in July but remain well below last year’s levels, with a spokesman stating that potential buyers are not purchasing because they are uncertain about employment and the economy. As of June 30, 2010, the Associate Press reported that he number of Pennsylvania homes entering the foreclosure process over the past 12 months rose by more than 20 percent, despite a national rate that stayed flat over the same period.

          Since 2008, the Company’s market area has struggled with declines in real estate values, both residential and commercial properties. The decline in real estate values experienced during the recession has negatively affected the value of certain collateral securing loans. Based on data provided from RealtyTrac, 1 in every 915 housing units went into foreclosure in Delaware County during July 2010. Similarly, 1 in every 1,281 housing units went into foreclosure in Chester County during the same period.

     As the nationwide residential mortgage sector experienced signs of improvement during the second quarter of 2010, the commercial real estate sector remains soft as weak job growth continues to trouble many urban markets across the country. In the third quarter of 2009, the office vacancy rate in the Pennsylvania suburbs was 18.4 percent; in downtown Philadelphia, the office vacancy rate was 12.6 percent, according to data from CB Richard Ellis (formerly Grubb & Ellis Co.), a national commercial real estate services company. More recently, the CB Richard Ellis survey indicated modestly higher commercial vacancy rates for suburban Philadelphia and downtown Philadelphia, equal to 21.3% and 14.1%, respectively, during the second quarter of 2010. CB Richard Ellis noted that the Greater Philadelphia market is expected to level out during the rest of 2010 stating

     Regional Employment

          Chester and Delaware Counties are bedroom communities for commuters to nearby Philadelphia, although local employment has continued to grow as many businesses have found suburban locations to be attractive given the proximity to highly educated and affluent residents. The economy of the Company’s markets is relatively diverse and has several large components. Employment data indicates that the education, health and social services are the most prominent sector, comprising approximately 20% to 25% of total employment. The next largest

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	II.7

component of the economy of the market area is manufacturing, which approximate 10% to 15% of total employment, followed by professional, scientific and related enterprises (approximating 13% of employment) and finance insurance, real estate and leasing (“FIRE”) (approximating 10% of total employment).

          Growth sectors of the local economy included the life science and healthcare industries, whose expansion has been fostered by the presence of major research universities locally and a highly educated technically proficient workforce. The market area’s core industries with emphasis on those which are perceived to be supporting future growth have been described below.

     Financial Services. The financial services sector has always been an important element of the economy of the Philadelphia metropolitan area and continues to be important to this day. As reflected in Table 2.3, the Vanguard Company is one of the largest employers in Chester County with over 9,000 employees. Moreover, there are numerous other major financial services employers outside of the Company’s immediate market area which also provide substantial employment and income to the local economy.

     Bio-technology and Pharmaceutical Industries. The Philadelphia metropolitan area is one of the leading regions of the world for biotech and pharmaceutical research and development. Among these are some of the world’s largest pharmaceutical companies including market leaders such as GlaxoSmithKline, Merck, Pfizer, Aventis, and AstraZeneca. Such companies have established operations in the Philadelphia area owing to the presence of critical infrastructure including the presence or world class universities and research centers, an extensive pool of highly educated talent, the availability of venture capital, and a supportive business environment.

     Health Care. Many of the same factors leading to the growth of the bio-tech and pharmaceuticals industries have also made the market area a center for health care. In this regard, there are a variety of primary and secondary health care facilities in the market area with Crozer Keystone Health System and Mercy Health Corp. being among the largest. (See Table 2.3 for details).

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	II.8

Table 2.3
Alliance Bank
Market Area Largest Employers

Delaware County
Company	Industry	Employees
Crozer Keystone Health Systems	Healthcare		5,000	+
Jefferson Health Systems	Healthcare		5,000	+
Boeing Co	Military Rotorcraft		4,800
Riddle Memorial Hospital	Nonprofit Hospital & Substance Abuse Center		1,938
SAP America Inc	Prepackaged Software		1,800
Elwyn	Job Training and Related Services		1,500
Delaware County Memorial Hospital	General Medical & Surgical Hospitals		1,300
Crozer-Keystone Health System	General Medical & Surgical Hospitals		1,200
Fair Acres Geriatric Center	Skilled Nursing Facility		1,150
Atlantic Petroleum LLC	Convenience Stores/ Gasoline Stations		1,100
Mercy Health System	General Medical & Surgical Hospitals		1,000
Taylor Hospital	Acute-Care Hospital & Rehabilitation		1,000

Chester County
Company	Industry	Employees
The Vanguard Group	Investment management firm		9,000
SunGard Data Systems	Computer and software services		4,000
Tyco Electronics	Software & Hardware		4,000
QVC	Electronic retail merchandising		2,800
Siemens Medical Solutions	Medical technologies; healthcare information systems		2,000
Devereux	Mental Health Services		1,500
Unisys	Technical solutions and software services		1,500
Telespectrum	Telemarketing Services		1,300
Paoli Hospital	General medical & surgical hospital		1,100
Brandywine Hospital	General medical & surgical hospital		975
Chester County Hospital	General medical & surgical hospital		975

Source: Greater Philadelphia Chamber of Commerce

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	II.9

     Science and Technology. The chemicals industry in greater Philadelphia is the fourth largest in employment among the major metro areas. The greater Philadelphia chamber of commerce notes that more than 36,000 greater Philadelphia residents employed in the industry. Additionally, the region ranks in the top 10 U.S. metro areas in the number of engineering degrees earned. Furthermore, the area’s high concentration of major science, technology and large businesses that utilize technology (e.g., Lockheed Martin, Boeing, SAP, SCT, GlaxoSmith Kline, Merck, the U.S. Navy and others) has created numerous spin-off business opportunities, supports cluster development and act as magnets for other companies to locate to the market area.

Unemployment Trends

     Unemployment trends in the market area and Pennsylvania are displayed in Table 2.4. The Chester and Delaware County unemployment rates are typically lower than state and national averages, which is consistent with historical trends and is reflective of the relative strength and vitality of the targeted market area. The unemployment rate equaled 7.3% in Chester County and 9.1% in Delaware County as of June 2010, in comparison to the state and national aggregates, which equaled 9.2% and 9.5%, respectively.

Table 2.4
Alliance Bancorp, Inc.
Market Area Unemployment Trends

	June 2009			June 2010
United States		9.5	%		9.5	%
Pennsylvania		8.4	%		9.2	%
Chester County		6.6	%		7.3	%
Delaware County		7.8	%		9.1	%

Source: U.S. Bureau of Labor Statistics.

Market Area Deposit Characteristics

     Competition among financial institutions in the Company’s market is significant. As larger institutions compete for market share to achieve economies of scale, the environment for the Company’s products and services is expected to become increasingly competitive. Community-sized institutions such as Alliance Bancorp typically compete with larger institutions

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	II.10

on pricing or operate in a “niche” that will allow for operating margins to be maintained at profitable levels. The Company’s business plan reflects elements of both strategies.

     Table 2.5 displays deposit market trends over recent years for Chester and Delaware Counties. Annual deposit growth in Chester and Delaware Counties over the last four years has equaled 7.4% and 6.4%, respectively. The market is dominated by commercial bank’s which hold an approximate 74% market share in Chester County and a 62% market share in Delaware County. Competition for deposits in Pennsylvania in general is intense, as the overall size and stability of the Pennsylvania market makes it very attractive to financial institutions. Several large superregional institutions operate in the Company’s markets as well as a relatively large number of community banks. The Company’s annual deposit growth in Delaware County, where eight branches are located, approximated a increase of 4.7% during the period covered in Table 2.5, which is below the averages for Chester and Delaware Counties overall.

Table 2.5
Alliance Bancorp, Inc.
Deposit Summary

	As of June 30,														Deposit
	2005							2009							Growth
			Market			Number of				Market			Number of		Rate
	Deposits		Share			Branches		Deposits		Share			Branches		2005-2009
						(Dollars In Thousands)									(%)
Deposit Summary
State of Pennsylvania	$	225,238,000		100.0	%		4,724	$	294,782,000		100.0	%		4,789		7.0	%
Commercial Banks		161,521,000		71.7	%		3,432		227,075,000		77.0	%		3,545		8.9	%
Savings Institutions		63,717,000		28.3	%		1,292		67,707,000		23.0	%		1,244		1.5	%
Chester County	$	7,817,708		100.0	%		192	$	10,398,273		100.0	%		208		7.4	%
Commercial Banks		5,576,235		71.3	%		143		7,686,589		73.9	%		155		8.4	%
Savings Institutions		2,241,473		28.7	%		49		2,711,684		26.1	%		53		4.9	%
Alliance Bank		13,687		0.2	%		1		9,038		0.1	%		1		-9.9	%
Delaware County	$	8,288,527		100.0	%		171	$	10,639,039		100.0	%		178		6.4	%
Commercial Banks		4,735,250		57.1	%		94		6,540,105		61.5	%		100		8.4	%
Savings Institutions		3,553,277		42.9	%		77		4,098,934		38.5	%		78		3.6	%
Alliance Bank		281,429		3.4	%		8		338,059		3.2	%		8		4.7	%

Source: SNL Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.1

III. PEER GROUP ANALYSIS

     This chapter presents an analysis of Alliance’s operations and financial characteristics versus a group of comparable publicly-traded thrift institutions (the “Peer Group”) selected from the universe of all publicly-traded thrift institutions in a manner consistent with the regulatory valuation guidelines and other regulatory guidance. The basis of the pro forma market valuation is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences of Alliance in relation to the Peer Group. Since no Peer Group can be exactly comparable to Alliance, key areas are examined for differences to determine if valuation adjustments are appropriate in the following areas: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the shares; marketing of the issue; management; and effect of government regulations and regulatory reform.

Peer Group Selection

     The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines and other regulatory guidance. The Peer Group is comprised of only those publicly-traded thrifts whose common stock is either listed on a national exchange (NYSE or AMEX) or is NASDAQ listed, since their stock trading activity is regularly reported and generally more frequent than “non-listed thrifts” i.e., those listed on the Over-the-Counter Bulletin Board or Pink Sheets, as well as those that are non-publicly traded and closely-held. Non-listed institutions are inappropriate since the trading activity for thinly-traded or closely-held stocks is typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies under acquisition or subject to rumored acquisition, mutual holding companies and recent conversions, since their pricing ratios are subject to unusual distortion and/or have limited trading history. We excluded those that were converted less than one year as their financial results do not reflect a full year of reinvestment benefit and since the stock trading activity is not seasoned. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.

     Ideally, the Peer Group should be comprised of locally or regionally-based institutions with relatively comparable resources, strategies and financial characteristics. There are approximately 142 publicly-traded thrift institutions nationally, which includes approximately 32 publicly-traded MHCs. Given the limited number of public full stock thrifts, it is typically the case

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.2

that the Peer Group will be comprised of institutions which are not directly comparable, but the overall group will still be the “best fit” group. To the extent that key differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for such key differences. Since Alliance will be fully public upon completion of the second step conversion offering, we considered only full stock companies to be viable candidates for inclusion in the Peer Group and excluding those in MHC form.

          Based on the foregoing, from the 110 fully converted publicly-traded thrifts, we selected ten with characteristics relatively similar to Alliance, The selection process applied is first described below, and then each member is briefly described.

• Screen #1: Mid-Atlantic thrift institutions with assets between $250 million and $1.0 billion. Of the 23 institutions that met the regional and size criteria, 10 were in MHC form, 4 were recent conversions, and one had unique customer characteristics that impacted that thrift’s financial and operating performance (Carver Bancorp). Out of eight remaining prospective members, three had exhibited losses for the twelve months ended June 30, 2010. Despite operating losses, BCSB Bancorp was chosen to due to their lower losses which can mainly be attributed to provisions and due to similarities in the market area for the Company. Based on the search criteria, we selected six thrifts. Accordingly, it was necessary to expand the search criteria.

• Screen #2: Geographic scope expanded to include New England thrift institutions with assets between $250 million and $1.0 billion with positive earnings. Of the 13 institutions that met the regional and size criteria, 3 were in MHC form, 1 had recently converted, 3 had negative earnings, and 1 was a target of acquisition. Additionally, Hingham Institution For Savings was excluded as their higher ROE far exceeded the other peers, making it less comparable to the Company.

          Table 3.1 shows the general characteristics of each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and Alliance, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of Alliance’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer Group as of the most recent publicly available date.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.3

Table 3.1
Peer Group of Publicly-Traded Thrifts
August 20, 2010

				Operating	Total					Fiscal		Conv.		Stock		Market
Ticker	Financial Institution	Exchange	Primary Market	Strategy(1)	Assets(2)			Offices		Year		Date		Price		Value
					($Mil)									($)		($Mil)
NHTB	NH Thrift Bancshares of NH	NASDAQ	Newport, NH	Thrift	$	939	M		27		12-31		05/86	$	10.20	$	59
HARL	Harleysville Savings Financial Corp. of PA	NASDAQ	Harleysville, PA	Thrift	$	844	M		7		09-30		08/87	$	15.42	$	57
THRD	TF Financial Corp. of Newtown PA	NASDAQ	Newtown, PA	Thrift	$	721			14		12-31		07/94	$	22.49	$	60
BCSB	BCSB Bancorp, Inc. of MD	NASDAQ	Baltimore, MD	Thrift	$	601	M		18		09-30		04/08	$	9.75	$	30
CEBK	Central Bancorp of Somerville MA	NASDAQ	Somerville, MA	Thrift	$	542	M		9		03-31		10/86	$	10.87	$	18
ESBK	Elmira Savings Bank, FSB of NY	NASDAQ	Elmira, NY	Thrift	$	499	M		10		12-31		03/85	$	15.35	$	30
NFSB	Newport Bancorp, Inc. of RI	NASDAQ	Newport, RI	Thrift	$	450			6		12-31		07/06	$	11.88	$	43
WVFC	WVS Financial Corp. of PA	NASDAQ	Pittsburgh, PA	Thrift	$	376	M		6		06-30		11/93	$	11.50	$	24
ROME	Rome Bancorp, Inc. of Rome NY	NASDAQ	Rome, NY	Thrift	$	330			5		12-31		03/05	$	9.32	$	63
MFLR	Mayflower Bancorp, Inc. of MA	NASDAQ	Middleboro, MA	Thrift	$	256	M		7		04-30		12/87	$	8.15	$	17

NOTES:	(1)   Operating strategies are: Thrift=Traditional Thrift, M.B.=Mortgage Banker, R.E.=Real Estate Developer, Div.=Diversified and Ret.=Retail Banking.
	(2)   Most recent quarter end available (E=Estimated and P=Pro Forma, M=March).

Source: SNL Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.4

• New Hampshire Thrift Bancshares of New Hampshire (“NHTB”). NHTB reported total assets of $939 million and operates through 27 branch offices in central New Hampshire. NHTB’s balance sheet included a similar loans-to-assets ratio to the Company and Peer Group. New Hampshire Thrift Bancshares’ tangible equity/assets ratio reflects greater leverage (6.4% ratio) than Alliance on a pro forma basis. Earnings were modestly above the Peer Group average.

• Harleysville Savings Financial Corporation of PA (“HARL”) HARL operates 7 offices in the Philadelphia MSA and has $844 million in assets. HARL’s balance sheet structure partially reflects a wholesale leveraging strategy based on its relatively high proportion of investment securities and borrowings to assets in comparison to loans and deposits, respectively. HARL’s ROA is slightly higher than the Peer Group while NPAs were much lower. At June 30, 2010, HARL had a tangible equity-to-assets ratio of 6.1%, more leverage than the Peer Group average.

• TF Financial Corporation of PA (“THRD”) THRD operates 14 branches in the Philadelphia metropolitan area and maintained $721 million in assets. THRD maintained a ratio of NPAs which were well above the average for the Peer Group. At June 30, 2010 THRD had a tangible equity-to-assets ratio of 9.5% and a 12 month ROA of 0.55%, both of which resemble the Peer Group average.

• BCSB Bancorp, Inc. of Maryland (“BCSB”) BCSB operates through 18 branch offices in the greater Baltimore region and maintained assets of $601 million. BCSB’s maintained a similar loans-to-assets ratio to Alliance and the Peer Group. BCSB’s tangible equity/assets ratio was similar to the Peer Group average. Earnings were modestly below the Peer Group, reflecting its greater emphasis on residential mortgage lending

• Central Bancorp of Massachusetts (“CEBK”) CEBK operates through nine offices in eastern Massachusetts and maintained $542 million in total assets. CEBK maintained an inflated ratio of NPAs relative to the peer group average. At June 30, 2010, CEBK had a tangible equity-to-assets ratio of 8.2% and ROA of 0.44%, both of which were lower than the Peer Group average.

• Elmira Savings Bank, FSB of NY (“ESBK”) ESBK operates through 10 branches in the southern New York and one in northern Pennsylvania. ESBK maintained a ratio of NPAs which were moderately below the Peer Group average. At June 30, 2010, ESBK reported a tangible equity-to-assets ratio of 8.7% and ROA of 0.93%, which were lower and higher than the Peer Group, respectively.

• Newport Bancorp, Inc. of RI (“NFSB”) NFSB operates six full service banking offices in southern Rhode Island and southeastern Connecticut and maintains total assets of $450 million. Asset quality is very strong and NPAs are at minimal levels, while the tangible equity/assets ratio is above the Peer Group average reflecting the standard conversion offering in July 2006. At June 30, 2010, NFSB reported a higher tangible equity-to-assets ratio of 11.2% relative to the Peer Group average.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.5

• WVS Financial Corp. of PA (“WVFC”) WVFC operates through a total of 6 branches in suburban Pittsburgh area and maintained total assets of $376 million. WVFC maintained an NPAs ratio moderately below the Peer Group average. At March 31, 2010, WVS reported a tangible equity-to-assets ratio of 7.7% and reported a ROA of 0.23%, both below the Peer Group averages.

• Rome Bancorp of NY (“ROME”) ROME operates through five retail banking offices in upstate New York and maintains total assets of $330 million. Asset quality is relatively strong and NPAs are well below the Peer Group average. At June 30, 2010, Rome Bancorp had a tangible equity-to-assets ratio of 18.6% and an ROA of 1.08%, both of which exceeded the Peer Group averages.

• Mayflower Bancorp, Inc, of Massachusetts (“MFLR”) MFLR has the smallest asset total of the Peer Group at $256 million and operates through 7 offices in eastern Massachusetts. MFLR’s NPAs were well above the Peer Group average. At June 30, 2010, MFLR maintained a tangible equity-to-assets ratio of 8.0% and an ROA of 0.46%, both of which fell below the Peer Group averages.

     The companies selected for the Peer Group were relatively comparable to Alliance on average, and are considered to be the “best fit” Peer Group. While there are many similarities between Alliance and the Peer Group on average, there are some notable differences that lead to valuation adjustments. The following comparative analysis highlights key similarities and differences of Alliance relative to the Peer Group.

     In aggregate, the Peer Group companies maintain a slightly lower tangible equity level in comparison to the industry average (9.5% of assets versus 10.3% for all public thrifts) and generate a higher ROA (0.36% for the Peer Group versus a loss of 0.22% for all public thrifts). Accordingly, the Peer Group companies have a positive ROE whereas all public companies have a negative ROE (positive ROE of 3.69% for the Peer Group versus negative 1.07% for all public companies). Overall, the Peer Group’s pricing ratios were at a modest premium to all publicly traded thrift institutions on a Price/Tangible Book basis as well as on a Price/Core Earnings basis (many public companies did not have meaningful core earnings multiples owing to their trailing twelve month loss position).

RP^® Financial, LC. PEER GROUP ANALYSIS
III.6

	All
	Public Thrifts			Peer Group
Financial Characteristics (Averages)
Assets ($Mil)	$	2,929		$	556
Market Capitalization ($Mil)	$	320.1		$	40.2
Tangible Equity/Assets (%)		10.28	%		9.45	%
Core Return on Average Assets (%)		(0.22	%)		0.36	%
Core Return on Average Equity (%)		(1.07	%)		3.69	%
Pricing Ratios (Averages) (2)
Price/Core Earnings (x)		17.98	x		18.93	x
Price/Tangible Book (%)		78.82	%		90.93	%
Price/Assets (%)		8.20	%		7.75	%

(1)	Excludes MHC and those subject to acquisition
(2)	Based on market prices as of August 20, 2010.
Sources:	Tables 3.2 and 4.3.

Financial Condition

     Table 3.2 shows comparative balance sheet measures for Alliance and the Peer Group, reflecting balances as of June 30, 2010, or the latest date available. On a reported basis, Alliance’s equity-to-assets ratio of 10.8% marginally exceeded to the Peer Group’s average equity/assets ratio of 10.1%. This difference is greater when focusing on the tangible equity-to-assets ratios for Alliance and the Peer Group, which equaled 10.8% and 9.4%, respectively. On a pro forma basis, Alliance’s equity ratios at the midpoint of the offering range will far exceed the Peer Group average and median ratios.

     The increase in Alliance’s pro forma equity position will be favorable from an interest rate risk perspective and in terms of posturing for future earnings growth. The Company’s moderate growth strategy is focused on increasing earnings through ongoing business lines and the current branch network, and potentially financing an acquisition. Many of the Peer Group companies have adopted similar strategies and they have already leveraged their capital positions. Thus, the business plan implementation by the Company to increase earnings and ROE to Peer Group levels is subject to both execution risk in the current environment, which must be considered in the valuation adjustments.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.7

Table 3.2
Balance Sheet Composition and Growth Rates
Alliance Bancorp, Inc. and the Comparable Group
As of June 30, 2010

	Balance Sheet as a Percent of Assets																														Balance Sheet Annual Grow th Rates
	Cash &			MBS &												Borrowed			Subd.						Goodwill			Tangible						MBS, Cash &									Borrow s.						Tangible			Regulatory Capital
	Equivalents			Invest			BOLI			Loans			Deposits			Funds			Debt			Equity			& Intang			Equity			Assets			Investments			Loans			Deposits			& Subdebt			Equity			Equity			Tangible			Core			Reg.Cap.
Alliance Bank of PA.
June 30, 2010		14.8	%		16.1	%		2.5	%		63.1	%		85.0	%		2.9	%		0.0	%		10.8	%		0.0	%		10.8	%		2.76	%		5.00	%		0.74	%		10.69	%		-64.60	%		0.14	%		0.14	%		10.05	%		10.05	%		17.32	%
All Public Companies
Averages		5.9	%		20.5	%		1.4	%		67.2	%		72.3	%		14.2	%		0.5	%		11.7	%		0.9	%		10.9	%		4.44	%		14.82	%		1.12	%		8.49	%		-14.36	%		2.36	%		2.14	%		10.94	%		10.88	%		18.23	%
Medians		4.6	%		18.4	%		1.4	%		68.6	%		73.4	%		12.6	%		0.0	%		10.3	%		0.0	%		9.4	%		2.32	%		7.69	%		-0.76	%		5.64	%		-12.33	%		1.97	%		1.49	%		9.54	%		9.54	%		15.71	%
State of PA
Averages		6.5	%		31.8	%		1.6	%		56.2	%		68.2	%		19.0	%		0.4	%		11.2	%		0.7	%		10.5	%		2.33	%		10.79	%		-0.54	%		9.15	%		-20.15	%		-0.80	%		-0.46	%		11.31	%		11.31	%		17.79	%
Medians		5.6	%		29.3	%		1.5	%		57.3	%		70.0	%		12.1	%		0.0	%		10.3	%		0.0	%		10.2	%		2.06	%		6.19	%		0.19	%		7.07	%		-15.35	%		-0.89	%		-0.89	%		11.89	%		11.89	%		17.93	%
Comparable Group
Averages		6.3	%		25.1	%		1.6	%		63.1	%		68.6	%		19.6	%		0.7	%		10.1	%		0.7	%		9.4	%		-0.42	%		3.86	%		-1.41	%		3.83	%		-14.34	%		3.60	%		4.86	%		12.82	%		12.82	%		17.05	%
Medians		4.0	%		20.0	%		1.8	%		64.7	%		69.3	%		15.7	%		0.0	%		9.6	%		0.0	%		8.5	%		-0.11	%		2.07	%		-1.68	%		4.79	%		-10.24	%		5.58	%		6.14	%		12.82	%		12.82	%		16.18	%
Comparable Group
BCSB BCSB Bancorp, Inc of MD		17.8	%		12.7	%		2.5	%		63.7	%		86.4	%		0.0	%		2.7	%		9.8	%		0.0	%		9.8	%		6.00	%		27.37	%		-0.57	%		6.84	%		NA			2.29	%		6.45	%		NA			NA			NA
CEBK Central Bncrp of Somerville MA		3.6	%		7.5	%		1.3	%		84.6	%		63.4	%		25.1	%		2.2	%		8.6	%		0.4	%		8.2	%		-5.96	%		-22.45	%		-2.78	%		-7.18	%		-7.19	%		8.79	%		9.29	%		NA			NA			15.71	%
ESBK Elmira Savings Bank, FSB of NY		13.1	%		20.2	%		1.9	%		59.8	%		70.0	%		17.3	%		0.0	%		11.3	%		2.6	%		8.7	%		-3.21	%		-3.68	%		-4.43	%		-2.86	%		-1.75	%		7.09	%		9.93	%		8.67	%		8.67	%		16.65	%
HARL Harleysville Savings Fin. Corp. of PA		1.7	%		35.0	%		1.6	%		59.5	%		60.3	%		32.7	%		0.0	%		6.1	%		0.0	%		6.1	%		5.09	%		1.84	%		6.77	%		15.91	%		-10.24	%		6.29	%		6.29	%		NA			NA			11.73	%
MFLR May flower Bancorp, Inc. of MA (1)		8.0	%		37.8	%		0.0	%		47.2	%		88.2	%		2.9	%		0.0	%		8.0	%		0.0	%		8.0	%		2.40	%		13.83	%		-8.06	%		5.31	%		-46.00	%		5.91	%		5.99	%		NA			NA			NA
NHTB NH Thrift Bancshares of NH		2.6	%		24.3	%		1.0	%		65.6	%		73.4	%		14.0	%		2.1	%		9.3	%		2.9	%		6.4	%		8.87	%		29.17	%		2.58	%		6.64	%		22.22	%		7.21	%		11.86	%		NA			NA			NA
NFSB New port Bancorp, Inc. of RI		4.3	%		11.6	%		2.3	%		77.3	%		58.0	%		29.9	%		0.0	%		11.2	%		0.0	%		11.2	%		0.30	%		-0.32	%		-0.28	%		1.50	%		-0.62	%		-3.48	%		-3.48	%		NA			NA			NA
ROME Rome Bancorp, Inc. of Rome NY		2.8	%		5.2	%		2.9	%		85.1	%		68.5	%		11.4	%		0.0	%		18.6	%		0.0	%		18.6	%		-2.09	%		2.30	%		-2.98	%		4.26	%		-31.61	%		2.89	%		2.89	%		16.96	%		16.96	%		24.10	%
THRD TF Financial Corp. of New town PA		2.8	%		19.7	%		2.4	%		72.2	%		77.6	%		11.1	%		0.0	%		10.2	%		0.6	%		9.5	%		-0.51	%		8.31	%		-4.14	%		5.33	%		-28.08	%		5.24	%		5.60	%		NA			NA			NA
WVFC WVS Financial Corp. of PA (1)		5.9	%		77.1	%		0.0	%		15.6	%		39.9	%		51.7	%		0.0	%		7.7	%		0.0	%		7.7	%		-15.04	%		-17.80	%		-0.24	%		2.59	%		-25.77	%		-6.23	%		-6.23	%		NA			NA			NA

(1)	Financial information is for the quarter ending March 31, 2010
Source:	SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.8

     The interest-earning asset (“IEA”) composition for the Company and the Peer Group reflects similarities in terms of proportion of cash, investment, and MBS at 30.9% and 31.4%, respectively, although the Company maintains a higher proportion of cash and investments while the Peer Group maintains a higher proportion of MBS. The Company maintained a loan-to-assets ratio of 63.1% that matches the Peer Group average. The Company’s investment of BOLI at 2.5% exceeds the Peer Group average and median. Overall, the Company’s IEA amounted to 94.0% of assets, which is slightly lower than the Peer Group’s average ratio of 94.5%. On a pro forma basis following the Second Step Conversion, the proceeds from the Offering will immediately be invested in short-term investments pending the longer-term deployment into other IEA such as investment securities with laddered maturities and/or loans, so the Company’s current IEA disadvantage will be diminished.

     The Company’s funding liabilities reflects a funding strategy based more on deposits than the Peer Group. The Company’s deposits equaled 85.0% of assets, which exceeded the Peer Group’s average ratio of 68.6%. On the other hand, the Peer Group maintained a higher level of borrowings than the Company, as indicated by borrowings-to-assets ratios (including subordinated debt) of 20.3% and 2.9% for the Peer Group and the Company, respectively. Total interest-bearing liabilities (“IBL”) maintained by the Company and the Peer Group, as a percent of assets, equaled 87.9% and 88.9%, respectively.

     A key measure of balance sheet strength for a financial institution is IEA/IBL ratio, with higher ratios often facilitating stronger profitability levels, depending on the overall asset/liability mix. Presently, the Company’s IEA/IBL ratio of 106.9% is in line with the Peer Group’s average ratio of 106.2%. The additional capital realized from stock offering proceeds will increase the IEA/IBL ratio, as the net proceeds realized from Alliance’s stock offering are expected to be reinvested into IEA and the increase in the Company’s equity position will result in a lower level of IBL funding assets.

     The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. The Company and the Peer Group’s growth rates are based on annual growth for the twelve months reported. The Company recorded asset growth of 2.8%. In contrast, the Peer Group on average demonstrated shrinkage of 0.4%, as five of the Peer Group companies reduced their size primarily as levels of cash and investments (including MBS) were utilized to repay borrowed funds which shrank. The Company’s asset growth was funded by a 10.7% increase in deposits (which also funded a 64.6% reduction in borrowings) while the Peer

RP^® Financial, LC. PEER GROUP ANALYSIS
III.9

Group’s deposits grew at a more moderate rate equal to 3.8% over the last 12 months. The Company’s equity increased only slightly during the twelve month period, falling below Peer Group’s modest growth. The Company’s post-conversion equity growth rate will initially be constrained by maintenance of a comparatively higher pro forma equity position.

Income and Expense Components

     Table 3.3 shows comparative income statement measures for Alliance and the Peer Group, reflecting earnings for the last twelve months. The Company reported a lower net income to average assets ratio of 0.22% versus the Peer Group’s ratio of 0.52% reflecting a less favorable net interest income ratio, higher provisions, lower non-interest income, and non-operating income. These differences are described more fully below. The Company’s slightly lower interest income to average assets ratio (4.58% versus 4.67% on average for the Peer Group) was the result of both lower asset yields and a lower level of IEA. The Company had higher funding costs despite a lower level of borrowed funds, resulting in a marginally higher interest expense ratio. As a result, the Company was at a disadvantage to the Peer Group with net interest income to average assets ratios of 2.73% and 2.94%, respectively.

     On a pro forma basis, the reinvestment of the offering proceeds should diminish the Company’s net interest income ratio disadvantage, even with the current low reinvestment rates available.

     Non-interest operating income is a significantly lower contributor to the Company’s earnings relative to the Peer Group, at 0.25% and 0.44% of assets, respectively. Additionally, the Company’s fee income includes management fees paid by the MHC. This income disappears on a pro forma basis, which will adversely impact pro forma profitability.

     The Company maintained a comparable level of operating expenses to the Peer Group at 2.46% and 2.47% of average assets, respectively. The Company’s operating expenses can be expected to increase with the addition of stock benefit plans on a pro forma basis. Intangible assets amortization was nominal for the Peer Group, while the Company had no intangible assets.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.10

Table 3.3
Income as Percent of Average Assets and Yields, Costs, Spreads
Alliance Bancorp, Inc. and the Comparable Group
For the Twelve Months Ended June 30, 2010

				Net Interest Income
													Loss			NII			Other Income									Total			G&A/Other Exp.						Non-Op. Items						Yields, Costs, and Spreads									MEMO:		MEMO:
	Net												Provis.			After			Loan			R.E.			Other			Other			G&A			Goodwill			Net			Extrao.			Yield			Cost			Yld-Cost			Assets/		Effective
	Income			Income			Expense			NII			on IEA			Provis.			Fees			Oper.			Income			Income			Expense			Amort.			Gains			Items			On Assets			Of Funds			Spread			FTE Emp.		Tax Rate
Alliance Bank of PA.
June 30, 2010		0.22	%		4.58	%		1.85	%		2.73	%		0.34	%		2.39	%		0.00	%		0.00	%		0.25	%		0.25	%		2.46	%		0.00	%		-0.01	%		0.00	%		4.76	%		2.13	%		2.63	%	$	5,096		23.04	%
All Public Companies
Averages		-0.07	%		4.74	%		1.75	%		3.00	%		0.95	%		2.05	%		0.03	%		-0.07	%		-0.50	%		-0.54	%		2.78	%		0.05	%		1.30	%		0.01	%		5.07	%		2.00	%		3.06	%	$	5,919		32.57	%
Medians		0.27	%		4.81	%		1.74	%		3.04	%		0.53	%		2.38	%		0.00	%		-0.01	%		0.56	%		0.51	%		2.68	%		0.00	%		0.05	%		0.00	%		5.06	%		2.00	%		3.13	%	$	4,868		32.49	%
State of PA
Averages		0.18	%		4.47	%		1.99	%		2.48	%		0.45	%		2.03	%		0.02	%		-0.04	%		0.24	%		0.22	%		2.02	%		0.02	%		-0.03	%		0.00	%		4.72	%		2.26	%		2.46	%	$	6,585		31.24	%
Medians		0.35	%		4.57	%		2.05	%		2.65	%		0.38	%		2.06	%		0.00	%		-0.01	%		0.28	%		0.27	%		2.17	%		0.00	%		0.00	%		0.00	%		4.85	%		2.30	%		2.49	%	$	6,715		26.01	%
Comparable Group
Averages		0.52	%		4.67	%		1.72	%		2.94	%		0.22	%		2.73	%		0.01	%		0.01	%		0.43	%		0.44	%		2.47	%		0.05	%		0.13	%		0.00	%		4.94	%		1.93	%		3.01	%	$	4,900		30.97	%
Medians		0.51	%		4.88	%		1.71	%		3.19	%		0.15	%		2.86	%		0.00	%		0.00	%		0.45	%		0.45	%		2.67	%		0.00	%		0.08	%		0.00	%		5.11	%		1.94	%		3.30	%	$	4,244		32.04	%
Comparable Group
BCSB BCSB Bancorp, Inc of MD		-0.21	%		4.97	%		1.74	%		3.22	%		0.55	%		2.67	%		0.00	%		0.00	%		0.44	%		0.44	%		2.95	%		0.40	%		0.04	%		0.00	%		5.24	%		1.94	%		3.30	%	$	4,015		NM
CEBK Central Bncrp of Somerville MA		0.44	%		5.08	%		1.87	%		3.20	%		0.15	%		3.05	%		0.00	%		0.00	%		0.29	%		0.29	%		2.70	%		0.00	%		-0.04	%		0.00	%		5.40	%		2.09	%		3.31	%	$	5,114		27.95	%
ESBK Elmira Savings Bank, FSB of NY		0.93	%		4.68	%		1.67	%		3.00	%		0.07	%		2.93	%		0.00	%		0.01	%		0.56	%		0.57	%		2.33	%		0.04	%		0.24	%		0.00	%		5.05	%		1.93	%		3.12	%	$	4,418		32.76	%
HARL Harleysville Savings Fin. Corp. of PA		0.60	%		4.85	%		2.73	%		2.12	%		0.07	%		2.05	%		0.00	%		-0.02	%		0.28	%		0.26	%		1.50	%		0.00	%		0.00	%		0.00	%		4.98	%		2.89	%		2.09	%	$	9,225		26.01	%
MFLR May flower Bancorp, Inc. of MA (1)		0.46	%		4.51	%		1.33	%		3.17	%		0.09	%		3.09	%		0.05	%		-0.05	%		0.45	%		0.45	%		3.16	%		0.01	%		0.32	%		0.00	%		4.84	%		1.47	%		3.37	%	$	3,758		32.38	%
NHTB NH Thrift Bancshares of NH		0.80	%		4.33	%		1.13	%		3.20	%		0.56	%		2.64	%		0.00	%		0.01	%		0.71	%		0.71	%		2.66	%		0.06	%		0.54	%		0.00	%		4.57	%		1.24	%		3.34	%	$	4,244		32.04	%
NFSB New port Bancorp, Inc. of RI		0.27	%		5.02	%		1.83	%		3.19	%		0.15	%		3.04	%		0.00	%		-0.01	%		0.51	%		0.51	%		2.99	%		0.00	%		-0.04	%		0.00	%		5.37	%		2.08	%		3.29	%	$	5,926		48.01	%
ROME Rome Bancorp, Inc. of Rome NY		1.08	%		5.13	%		1.08	%		4.05	%		0.17	%		3.88	%		0.00	%		0.13	%		0.58	%		0.58	%		2.95	%		0.00	%		0.11	%		0.00	%		5.49	%		1.35	%		4.14	%	$	3,330		33.48	%
THRD TF Financial Corp. of New town PA		0.55	%		4.91	%		1.67	%		3.24	%		0.45	%		2.79	%		0.01	%		-0.01	%		0.37	%		0.37	%		2.55	%		0.00	%		0.12	%		0.00	%		5.17	%		1.89	%		3.28	%	$	4,072		23.67	%
WVFC WVS Financial Corp. of PA (1)		0.23	%		3.22	%		2.18	%		1.04	%		-0.08	%		1.12	%		0.00	%		0.00	%		0.18	%		0.18	%		0.90	%		0.00	%		-0.06	%		0.00	%		3.25	%		2.38	%		0.87	%		NM		22.44	%

(1)	Financial information is for the quarter ending March 31, 2010.
Source:	SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.11

     Loan loss provisions had a larger impact on the Company’s earnings, with loan loss provisions established by the Company and the Peer Group equaling 0.34% and 0.22% of average assets, respectively. The higher level of loan provisions established by the Company was due in part to its less favorable credit quality measures and higher proportion of loans in commercial real estate and construction loans in the current weak economy.

     Net gains and losses realized from the sale of assets and other non-operating items equaled a minimal net loss of 0.01% of average assets for the Company versus a net gain equal to 0.13% on average for the Peer Group. The net loss recorded by the Company was attributable to a minimal loss taken on the sale of OREO.

     The Company’s effective tax rate for the last 12 months of 23.0% is modestly below the Peer Group average of 31.0%. The Company expects that its effective tax rate will continue to approximate the recent historical level over the near term and thus remain at a comparative advantage relative to the Peer Group.

Loan Composition

     Table 3.4 presents data related to loan portfolio composition and investment in MBS. The Company’s loan portfolio composition reflected a much lower concentration of 1-4 family permanent mortgage loans and MBS than maintained by the Peer Group at 29.0% and 53.1%, respectively. The Peer Group’s higher ratio was attributable to both a higher investment in both permanent 1-4 family whole loans and MBS, while the Company had a higher proportion of commercial real estate and construction loans. Conversely, the Company’s proportion of non-mortgage C&I and consumer loans of 1.7% and 1.7% of assets, respectively, was marginally below the average ratios for the Peer Group of 3.2% and 1.8%, respectively.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.12

Table 3.4
Loan Portfolio Composition and Related Information
Alliance Bancorp, Inc. and the Comparable Group
As of June 30, 2010

	Portfolio Composition as a Percent of Assets
				1-4			Constr.			5+Unit			Commerc.						RWA/			Serviced		Servicing
Institution	MBS			Family			& Land			Comm RE			Business			Consumer			Assets			For Others		Assets
	(%)			(%)			(%)			(%)			(%)			(%)			(%)			($000)		($000)
Alliance Bank of PA.		4.36	%		24.62	%		5.37	%		30.80	%		1.66	%		1.65	%		65.41	%	$	0	$	0
All Public Companies
Averages		11.95	%		34.56	%		4.62	%		22.06	%		4.63	%		2.17	%		64.69	%	$	636,043	$	5,351
Medians		10.03	%		35.23	%		3.29	%		21.41	%		3.52	%		0.50	%		63.96	%	$	45,215	$	202
State of PA
Averages		16.73	%		36.18	%		3.77	%		12.79	%		2.28	%		1.63	%		57.64	%	$	121,609	$	595
Medians		16.24	%		37.37	%		3.84	%		12.92	%		2.02	%		0.40	%		57.19	%	$	22,470	$	26
Comparable Group
Averages		13.88	%		39.20	%		2.50	%		17.43	%		3.22	%		1.79	%		62.64	%	$	73,764	$	437
Medians		12.97	%		42.31	%		2.20	%		15.68	%		1.78	%		0.52	%		59.35	%	$	29,650	$	199
Comparable Group
BCSB BCSB Bancorp, Inc of MD		12.88	%		35.51	%		3.89	%		24.77	%		1.51	%		0.87	%		61.94	%	$	36,030	$	225
CEBK Central Bncrp of Somerville MA		4.22	%		40.38	%		0.44	%		41.16	%		0.62	%		0.21	%		85.40	%	$	90	$	0
ESBK Elmira Savings Bank, FSB of NY		13.06	%		35.23	%		0.60	%		10.63	%		6.59	%		7.44	%		54.16	%	$	128,130	$	1,112
HARL Harleysville Savings Fin. Corp. of PA		17.09	%		51.56	%		1.30	%		6.28	%		2.04	%		0.14	%		54.00	%	$	1,940	$	0
MFLR May flower Bancorp, Inc. of MA (1)		20.17	%		29.37	%		4.04	%		11.21	%		2.56	%		0.66	%		52.71	%	$	88,970	$	516
NHTB NH Thrift Bancshares of NH		18.87	%		44.23	%		2.17	%		15.55	%		7.42	%		1.00	%		60.48	%	$	356,250	$	1,751
NFSB New port Bancorp, Inc. of RI		10.03	%		48.05	%		2.23	%		27.33	%		0.37	%		0.08	%		67.61	%	$	4,360	$	0
ROME Rome Bancorp, Inc. of Rome NY		0.00	%		52.97	%		0.77	%		15.82	%		9.29	%		7.01	%		73.87	%	$	23,270	$	173
THRD TF Financial Corp. of New town PA		11.40	%		48.85	%		4.88	%		17.97	%		0.84	%		0.37	%		58.03	%	$	98,600	$	597
WVFC WVS Financial Corp. of PA (1)		31.12	%		5.87	%		4.72	%		3.53	%		0.95	%		0.07	%		58.23	%	$	0	$	0

(1)	Financial information is for the quarter ending March 31, 2010
Source:	SNL Financial LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.13

Credit Risk

     The ratio of NPAs/assets equaled 3.60% for the Company versus an average of 1.18% for the Peer Group, as shown in Table 3.5. Moreover, to place the Company’s ratio of NPAs into perspective, it should be noted that the average ratio for all publicly traded thrifts equaled 4.25% of assets. It should be noted that the majority of the Company’s NPAs are concentrated in non-performing loans (“NPLs”) and, as a result, there remains an increased propensity for loss in the event of the foreclosure process is prolonged.

     The Company maintained a higher level of loss reserves as a percent of loans but much lower reserve coverage in relation to NPLs and NPAs. Specifically, the Company’s ratio of reserves/loans equaled 1.46% versus an average of 1.06% for the Peer Group; the Company’s higher ratio is warranted by the Company’s higher credit risk profile and higher level of NPAs. In terms of the reserve coverage ratio relative to NPAs and 90+ day delinquent loans, the Company’s ratio of 31.9% is well below the 127.4% reserve coverage ratio for the Peer Group. Chargeoffs over the most recent 12 month period for Alliance equaled 0.22% of loans, which was slightly above the Peer Group average of 0.13%.

Interest Rate Risk

     Table 3.6 reflects various key ratios highlighting the relative interest rate risk exposure of the Company versus the Peer Group. In terms of balance sheet composition, the Company’s interest rate risk characteristics were considered slightly more favorable than the Peer Group’s, as implied by the Company’s higher tangible equity-to-assets and IEA/IBL ratios. However, this slight advantage was offset by the Company’s higher ratio of non-interest earning assets. To analyze the interest rate risk associated, we reviewed quarterly changes in net interest income as a percent of average assets for the Company and the Peer Group. Both demonstrate quarter to quarter volatility, but the changes are not significantly different to warrant an adjustment. On a pro forma basis, the infusion of stock proceeds should serve to improve these ratios.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.14

Table 3.5
Credit Risk Measures and Related Information
Alliance Bancorp, Inc. and the Comparable Group
As of June 30, 2010 or Most Recent Date Available

				NPAs &												Rsrves/
	REO/			90+Del/			NPLs/			Rsrves/			Rsrves/			NPAs &			Net Loan		NLCs/
Institution	Assets			Assets			Loans			Loans			NPLs			90+Del			Chargoffs		Loans
	(%)			(%)			(%)			(%)			(%)			(%)			($000)		(%)
Alliance Bank of PA.		0.67	%		3.60	%		4.57	%		1.46	%		37.10	%		31.89	%	$	621		0.22	%
All Public Companies
Averages		0.51	%		4.25	%		4.92	%		1.69	%		65.87	%		52.38	%	$	1,552		0.72	%
Medians		0.20	%		2.56	%		3.33	%		1.39	%		45.65	%		40.24	%	$	642		0.32	%
State of PA
Averages		0.35	%		2.63	%		3.24	%		1.29	%		55.12	%		46.04	%	$	962		0.26	%
Medians		0.25	%		2.40	%		3.10	%		1.36	%		46.65	%		38.40	%	$	137		0.09	%
Comparable Group
Averages		0.12	%		1.18	%		1.81	%		1.06	%		123.70	%		127.36	%	$	154		0.13	%
Medians		0.02	%		0.79	%		1.92	%		1.01	%		60.25	%		58.54	%	$	34		0.05	%
Comparable Group
BCSB BCSB Bancorp, Inc of MD		0.00	%		2.23	%		3.44	%		1.56	%		45.31	%		45.31	%	$	453		0.46	%
CEBK Central Bncrp of Somerville MA		0.00	%		2.38	%		2.79	%		0.74	%		26.61	%		26.61	%	$	5		0.00	%
ESBK Elmira Savings Bank, FSB of NY		0.14	%		0.84	%		1.33	%		1.00	%		75.19	%		71.76	%	$	58		0.08	%
HARL Harleysville Savings Fin. Corp. of PA		0.00	%		0.24	%		0.11	%		0.47	%		441.49	%		441.49	%	$	43		0.03	%
MFLR May flower Bancorp, Inc. of MA (1)		0.77	%		2.06	%		2.50	%		1.01	%		34.57	%		20.78	%	$	19		0.06	%
NHTB NH Thrift Bancshares of NH		0.03	%		0.37	%		1.05	%		1.52	%		130.22	%		244.32	%	$	852		0.52	%
NFSB New port Bancorp, Inc. of RI		0.05	%		0.30	%		0.32	%		1.00	%		311.21	%		259.65	%	$	25		0.03	%
ROME Rome Bancorp, Inc. of Rome NY		0.01	%		0.74	%		0.79	%		0.89	%		99.60	%		90.85	%	$	73		0.10	%
THRD TF Financial Corp. of New town PA		0.20	%		2.21	%		3.04	%		1.28	%		32.98	%		32.98	%	$	16		0.01	%
WVFC WVS Financial Corp. of PA (1)		0.00	%		0.43	%		2.73	%		1.09	%		39.83	%		39.83	%	$	0		0.00	%

(1)	Financial information is for the quarter endind March 31, 2010.
Source:	Audited and unaudited financial statements, corporate reports and offering circulars, and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.15

Table 3.6
Interest Rate Risk Measures and Net Interest Income Volatility
Alliance Bancorp, Inc. and the Comparable Group
As of June 30, 2010 or Most Recent Date Available

	Balance Sheet Measures
							Non-Earn.
	Equity/			IEA/			Assets/			Quarterly Change in Net Interest Income
Institution	Assets			IBL			Assets			6/30/2010		3/31/2010		12/31/2009		9/30/2009		6/30/2009		3/31/2009
	(%)			(%)			(%)			(change in net interest income is annualized in basis points)
Alliance Bank of PA.		10.8	%		106.9	%		6.0	%		21		2		-7		10		-7		7
All Public Companies		10.9	%		107.8	%		6.4	%		1		5		6		8		0		-1
State of PA		10.5	%		108.3	%		5.4	%		4		2		5		4		-9		-10
Comparable Group
Averages		9.4	%		106.2	%		5.6	%		-3		5		12		10		-10		-5
Medians		8.5	%		105.7	%		6.3	%		-1		4		11		10		-1		-4
Comparable Group
BCSB BCSB Bancorp, Inc of MD		9.8	%		105.4	%		6.2	%		-24		-14		29		31		9		17
CEBK Central Bncrp of Somerville MA		8.2	%		105.2	%		4.2	%		12		16		14		33		0		-12
ESBK Elmira Savings Bank, FSB of NY		8.7	%		106.1	%		6.7	%		-21		-1		-1		20		-62		40
HARL Harleysville Savings Fin. Corp. of PA		6.1	%		103.3	%		4.2	%		3		5		13		9		-25		10
MFLR May flower Bancorp, Inc. of MA (1)		8.0	%		102.0	%		7.1	%		NA		5		33		7		2		-13
NHTB NH Thrift Bancshares of NH		6.4	%		103.3	%		7.9	%		-4		9		5		10		-12		-25
NFSB New port Bancorp, Inc. of RI		11.2	%		105.9	%		6.6	%		12		3		14		9		5		-1
ROME Rome Bancorp, Inc. of Rome NY		18.6	%		117.3	%		6.4	%		-4		26		9		-1		-2		-7
THRD TF Financial Corp. of New town PA		9.5	%		106.7	%		5.4	%		2		2		5		12		6		14
WVFC WVS Financial Corp. of PA (1)		7.7	%		107.6	%		1.4	%		NA		-4		-3		-26		-16		-69

(1)	Financial information is for the quarter ending March 31, 2010.
NA=Change is greater than 100 basis points during the quarter.
Source:	SNL Financial LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. PEER GROUP ANALYSIS
III.16

Summary

     Based on the above analysis and the criteria employed in the selection of the companies for the Peer Group, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of Alliance. In those areas where notable differences exist, we will apply appropriate valuation adjustments in the next section.

RP^® Financial, LC. VALUATION ANALYSIS
IV.1

IV. VALUATION ANALYSIS

Introduction

     This section presents the valuation analysis and methodology used to determine the Company’s estimated pro forma market value of the common stock to be issued in conjunction with the Second Step Conversion transaction. The valuation incorporates the appraisal methodology promulgated by the Federal and state banking agencies for conversion transactions, particularly regarding the selection of the Peer Group, scope of the fundamental comparative fundamental analysis on both the Company and the Peer Group, and determination of the Company’s pro forma market value utilizing the market value approach and related valuation adjustments.

Appraisal Guidelines

     The OTS written appraisal guidelines, originally released in October 1983 and updated in late-1994 specify the market value methodology for estimating the pro forma market value of an institution. The OTS written appraisal guidelines specify the market value methodology for estimating the pro forma market value of an institution pursuant to a mutual-to-stock conversion. Pursuant to this methodology: (1) a peer group of comparable publicly-traded 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) a valuation analysis in which the pro forma market value of the subject company is determined based on the market pricing of the peer group as of the date of valuation, incorporating valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered.

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 stock conversions, particularly second-step conversions, including closing pricing and aftermarket trading of such offerings. It should

RP^® Financial, LC. VALUATION ANALYSIS
IV.2

be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.

     The pro forma market value determined herein is a preliminary value for the Company’s to-be-issued stock. Throughout the conversion process, RP Financial will: (1) review changes in Alliance’s operations and financial condition; (2) monitor Alliance’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 Alliance’s stock specifically; and (4) monitor pending conversion offerings, particularly second-step conversions, (including those in the offering phase), both regionally and nationally. If material changes should occur during the conversion process, 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 Company 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 Alliance’s value, or Alliance’s value alone. To the extent a change in factors impacting the Company’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into the 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 Company and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Company 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

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IV.3

have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Company 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 key similarities and differences in the Company’s and the Peer Group’s financial strengths are noted as follows:

• Overall Asset/Liability (“A/L”) Composition. Relative to the Peer Group, the Company had comparable level of loans to total assets while reflecting a greater level of loan portfolio diversification, primarily in the area of commercial mortgage lending. The Company maintains a comparatively higher liquidity position, in terms of the proportion of cash/assets. On balance, the Company’s yield on IEA was lower than to the Peer Group average. The Company’s funding composition reflected a higher level of deposits and a lower level of borrowings in comparison to the Peer Group. The Company’s comparative disadvantage in terms of IEA/IBL ratio should improve on a pro forma basis with additional equity and reinvestment of proceeds.

• Credit Quality. The Company has significantly higher credit risk with higher NPAs, lower reserve coverage and a higher concentration of loans in commercial real estate and construction. In view of the high proportion of NPLs relative to NPAs, the Company’s higher credit risk profile is expected to have a greater exposure to loss if the foreclosure process is prolonged.

• Balance Sheet Liquidity. The Company currently maintains a higher level of cash, but slightly lower balance of cash and investments. The Company’s level of cash and investments will be bolstered over the near term with the infusion of the Offering proceeds. The Company’s borrowing capacity is much greater than the Peer Group given the comparatively limited use of borrowings. Accordingly, the Company should have greater pro forma balance sheet liquidity.

• Equity. The Company currently operates with higher tangible equity than the Peer Group, which will further strengthen on a pro forma basis. Thus, the Company will have a greater capacity for expansion and ability to absorb losses.

     On balance, while the Company’s capital and liquidity will be strengthened on a pro forma basis, the higher credit risk profile is the reason leading to a slight downward adjustment relative to the Peer Group.

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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 Company reported lower earnings than the Peer Group based profitability. Reinvestment of the net conversion proceeds may increase the Company’s profitability incrementally and the interest rate for reinvesting the proceeds and the new stock plans will limit the initial benefit. However; the Company will lose the management fee benefit paid by the MHC as well as other expenses incurred by the MHC which will be incurred by the Company following the Second Step Conversion.

• Core Profitability. The Company’s lower core profitability reflects a lower net interest income, higher provisions and lower non-interest income. Although core profitability may improve on a pro forma basis, the improvement will be limited by consolidation of the MHC as noted above. Low reinvestment rates and the new stock plans will limit pro forma benefit initially. Importantly, the Company appears to have momentum for core earnings growth as the level of net interest income has expanded, but future improvements to core earnings may be dependent upon asset quality trends and the level of loan loss provisions.

• Interest Rate Risk. The Company currently appears to have a similar interest rate risk profile. The proceeds reinvestment should improve the Company’s position versus the Peer Group.

• Credit Risk. As noted herein, given the higher level of NPAs and higher credit risk profile of the loan portfolio, the Company’s profitability is expected to continue to be subject to greater credit-related volatility relative to the Peer Group average.

• Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the infusion of stock proceeds will increase the Company’s earnings growth potential with respect to increasing earnings through leverage. Second, the Company has grown at a faster pace over the last twelve months. And third, the Company’s comparatively higher pro forma equity gives the Company greater growth capacity.

• Return on Equity. The Company maintains an ROE disadvantage with higher equity and lower profitability. The marginal net reinvestment benefit, the loss of the MHC management fee and higher pro forma equity will further widen the Company’s disadvantage.

     Overall, we concluded that a slight downward adjustment for profitability, growth and viability of earnings was appropriate, primarily in view lower pro forma profitability and higher propensity for further credit losses.

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3. Asset Growth

     Over the most recent twelve months, the Company’s asset growth rate exceeded the Peer Group, as the Company had stronger deposit and loan growth, and as the Peer Group on average appeared to significantly reposition their balance sheets while restricting growth. On a pro forma basis, the Company’s greater capitalization will provide greater leverage than the Peer Group, although the profitability and execution risk of such leverage is unknown. On balance, a slight upward adjustment was applied for asset growth.

4. Primary Market Area

     The general condition of a financial 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 area. The Company operates in the suburbs to the south and west of Philadelphia. At the same time, the Company faces significant competition for loans and deposits from larger financial institutions, which provide a broader array of services and have significantly larger branch networks. A number of the Peer Group companies on average operate in reasonably similar markets.

     Demographic and economic trends and characteristics in the Company’s primary market area are comparable to the primary market areas served by the Peer Group companies (see Exhibit III-3). In this regard, the total population of the market is comparable to the average of the Peer Group’s primary markets and the 2000-2010 growth rate falls below the Peer Group markets’ average for Delaware County while the Company’s Chester County population growth rate exceeds the Peer Group Markets’ average. Income levels in the Company’s market are comparable to the Peer Group but the deposit market share exhibited by the Company was modestly below the Peer Group average and median. Unemployment rates for the majority of the markets served by the Peer Group companies were lower than the unemployment rate reflected for Delaware County and higher than the unemployment rate in Chester County.

     On balance, we concluded that no adjustment was appropriate for the Company’s market area.

5. Dividends

     The Company currently pays a quarterly dividend of $0.03 per share. At this time the Company intends to continue to pay cash dividends on a quarterly basis following the Second

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IV.6

Step Conversion at the current $0.03 per share quarterly rate. 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.

     Eight out a total of ten of the Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 1.84% to 5.57%. The average dividend yield on the stocks of the Peer Group institutions was 3.30%. As of August 20, 2010, approximately 63% of all fully-converted publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average yield of 2.02%. The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

     The Company’s dividend capacity will be enhanced by the Second Step Conversion and resulting increase in capital. At the same time, the dividend paying capacity of both the Company and the Peer Group will continue to be impacted by the high level of NPAs and loan loss provisions over the near term, as well as the loss of the MHC management fee for the Company. Furthermore, the pro forma earnings will not increase significantly but dividends would become payable on all shares issued (where the MHC waives the right to receive dividends on its shares historically). On balance, we concluded that no adjustment was warranted for purposes of the Company’s dividend policy.

6. Liquidity of the Shares

     The Peer Group is by definition composed of companies that are traded in the public markets. All ten of the Peer Group members trade on the NASDAQ. 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 ranged from $17.0 million to $63.1 million as of August 20, 2010, with average and median market values of $40.2 million and $36.8 million, respectively. The common shares outstanding of the Peer Group members ranged from 1.7 million to 6.8 million, with average and median shares outstanding of 3.3 million and 2.9 million, respectively. The Company’s Second Step Conversion offering is expected to provide for a pro forma market value and shares outstanding that will be at the upper end of the range of market values and shares outstanding indicated for Peer Group companies. Like all of the Peer Group companies, the Company’s stock will continue to be quoted on the NASDAQ following the second-step stock offering. Overall, we

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IV.7

anticipate that the Company’s public stock will have a relatively similar trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.

7. Marketing of the Issue

     We believe that four separate markets exist for thrift stocks, including those coming to market such as Alliance’s: (A) the market for existing public companies including publicly traded thrifts, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (B) 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 fully-converted publicly-held company and stock trading history; (C) the acquisition market for thrift franchises in Pennsylvania; and (D) the market for the public stock of Alliance. All of these markets were considered in the valuation of the Company’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 in recent quarters. Stocks started the fourth quarter of 2009 with a sell-off, as investors reacted negatively to economic data showing a slowdown in manufacturing activity from August to September and more job losses than expected for September. Energy and material stocks led a stock market rally heading into mid-October, as stock markets rallied around the world. Good earnings reports from J.P. Morgan Chase and Intel pushed the Dow Jones industrial Average (“DJIA”) above a 10000 close in mid-October. Mixed economic data and concerns of the sustainability of the recovery following the removal of the federal stimulus programs provided for volatile trading at the close of October. Stocks moved higher in early-November, with the DJIA topping 10000 again on renewed optimism

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IV.8

about the economy aided by a report that manufacturing activity rose around the world in October. Expectations that interest rates and inflation would remain low, following a weaker than expected employment report for October, sustained the rally heading into mid-November. The DJIA hit new highs for the year in mid-November, as investors focused on upbeat earnings from major retailers, signs of economic growth in Asia and the Federal Reserve’s commitment to low interest rates. Stocks traded unevenly through the second half of November, reflecting investor uncertainty over the strength of the economic recovery and Dubai debt worries. Easing fears about the Dubai debt crisis, along with a favorable employment report for November, served to bolster stocks at the end of November and into early-December. Mixed economic data, including a better-than-expected increase in November retail sales and November wholesale inflation rising more than expected, sustained a narrow trading range for the broader stock market heading into mid-December. Worries about the state of European economies and the dollar’s surge upended stocks in mid-December. Helped by some positive economic data and acquisition deals in mining and health care, the DJIA posted gains for six consecutive sessions in late-December. Overall, the DJIA closed up 18.8% for 2009, which was 26.4% below its all time high.

     Stocks started 2010 in positive territory on mounting evidence of a global manufacturing rebound, while mixed earnings reports provided for an up and down market in mid-January. The DJIA moved into negative territory for the year heading in into late-January, with financial stocks leading the market lower as the White House proposed new limits on the size and activities of big banks. Technology stocks led the broader market lower at the close of January, as disappointing economic reports dampened growth prospects for 2010. Concerns about the global economy and European default worries pressured stocks lower in early-February, as the DJIA closed below 10000 for the first time in three months. Upbeat corporate earnings and some favorable economic news out of Europe and China held stocks to rebound in mid-February. The positive trend in the broader stock market continued into the second half of February, as investors seized on mild inflation data and more signs that the U.S. economy was recovering. Weak economic data pulled stocks lower at the end of February, although the 2.6% increase in the DJIA for the month of February was its strongest showing since November.

     The DJIA moved back into positive territory for 2010 in early-March, as the broader market rallied on a better-than-expected employment report for February. Stocks trended higher through mid-March, with the DJIA closing up for eight consecutive trading sessions. Factors contributing to the eight day winning streak included bullish comments by Citigroup,

RP^® Financial, LC. VALUATION ANALYSIS
IV.9

expectations of continued low borrowing costs following the Federal Reserve’s mid-March meeting that concluded with keeping its target rate near zero and a brightening manufacturing outlook. Following a one day pull back, the positive trend in the broader market continued heading into late-March. Gains in the health-care sector following the passage of health-care legislation, better-than-expected existing home sales in February, first time jobless claims falling more than expected and solid earnings posted by Best Buy all contributed to the positive trend in stocks. The DJIA moved to a 19-month high approaching the end of the first quarter, as oil stocks led the market higher in response to new evidence of global economic strength. Overall, the DJIA completed its best first quarter since 1999, with a 4.1% increase for the quarter.

     More signs of the economy gaining strength sustained the positive trend in the broader stock market at the start of the second quarter of 2010. The DJIA closed above 11000 heading into mid-April, based on growing optimism about corporate earnings and a recovering economy. Fraud charges against Goldman Sachs halted a six day rally in the market in mid-April, as financial stocks led a one day sell-off in the broader market. The broader stock market generally sustained a positive trend during the second half of April, with encouraging first quarter earnings reports and favorable economic data supporting the gains. Financial stocks pulled the broader stock market lower at the end of April on news of a criminal investigation of Goldman Sachs. The sell-off in the stock market sharpened during the first week of May, largely on the basis of heightened concerns about possible ripple effects stemming from Greece’s credit crisis. Stocks surged after European Union leaders agreed to a massive bailout to prevent Greece’s financial troubles from spreading throughout the region, but then reversed course heading into the second half of May on continued worries about the fallout from Europe’s credit crisis and an unexpected increase in U.S. jobless claims. China’s promise not to unload its European debt sparked a one-day rally in late-May, which was followed by a lower close for the DJIA on the last trading day of May as a downgrade of Spain’s credit rekindled investors’ fears about Europe’s economy. Overall, it was the worst May for the DJIA since 1940. Volatility in the broader stock market continued to prevail in early-June. A rebound in energy shares provided for the third biggest daily gain in the DJIA for 2010, which was followed by a one day decline of over 300 points in the DJIA as weaker than expected employment numbers for May sent the DJIA to a close below 10000. The DJIA rallied back over 10000 in mid-June, as stocks were boosted by upbeat comments from the European Central Bank, a rebound in energy stocks, tame inflation data and some regained confidence in the global economic recovery. Weak housing data for May and persistent worries about the global economy pulled stocks

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IV.10

lower in late-June. The DJIA closed out the second quarter of 2010 at a new low for the year, reflecting a decline of 10% for the second quarter.

     A disappointing employment report for June 2010 extended the selling during the first week of July. Following seven consecutive days of closing lower, the DJIA posted a gain as bargain hunters entered the market. Some strong earnings reports at the start of second quarter earnings season and upbeat data on jobs supported a seven day winning streak in the broader stock market and pushed the DJIA through the 10000 mark going into mid-July. Renewed concerns about the economy snapped the seven day winning streak in the DJIA, although losses in the broader stock market were pared on news that Goldman Sachs reached a settlement with the SEC. Stocks slumped heading into the second half of July, as Bank of America and Citigroup reported disappointing second quarter earnings and an early-July consumer confidence report showed that consumers were becoming more pessimistic. Favorable second quarter earnings supported a rally in the broader stock market in late-July, with the DJIA moving back into positive territory for the year. Overall, the DJIA was up 7.1% for the month of July, which was its strongest performance in a year.

     Better-than-expected economic data helped to sustain the stock market rally at the beginning of August 2010, but stocks eased lower following the disappointing employment report for July. The downturn in the broader stock market accelerated in the second half of August, as a number of economic reports for July showed the economy was losing momentum which more than overshadowed a pick-up in merger activity. On August 20, 2010, the DJIA closed at 10,213.62, an increase of 9.2% from one year ago and the NASDAQ closed at 2,179.76, an increase of 9.6% from one year ago. The Standard & Poor’s 500 Index closed at 1,071.69 on August 20, 2010, an increase of 6.4% from one year ago.

     The market for thrift stocks has been somewhat uneven in recent quarters, but in general has underperformed the broader stock market. Some disappointing economic data pushed thrift stocks along with the broader market lower at the beginning of fourth quarter of 2009. Thrift stocks rebounded modestly through mid-October, aided by a rally in the broader stock market and a strong earnings report from J.P. Morgan Chase. Concerns of more loan losses and a disappointing report on September new home sales provided for a modest retreat in thrift prices in late-October. After bouncing higher on a better-than-expected report for third quarter GDP growth, financial stocks led the broader market lower at the end of October in the face of a negative report on consumer spending. In contrast to the broader market, thrift stocks edged lower following the Federal Reserve’s early-November statement that it would leave the

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IV.11

federal funds rate unchanged. Thrift stocks rebounded along with the broader market going into mid-November, following some positive reports on the economy and comments from the Federal Reserve that interest rates would remain low amid concerns that unemployment and troubles in commercial real estate would weigh on the economic recovery. Fresh economic data that underscored expectations for a slow economic recovery and Dubai debt worries pushed thrift stocks lower during the second half of November. Financial stocks led a broader market rebound at the close of November and into early-December, which was supported by a favorable report for home sales in October and expectations that the Dubai debt crisis would have a limited impact on U.S. banks. The favorable employment report for November added to gains in the thrift sector in early-December. Financial stocks edged higher in mid-December on news that Citigroup was repaying TARP funds, which was followed by a pullback following a report that wholesale inflation rose more than expected in November and mid-December unemployment claims were higher than expected. More attractive valuations supported a snap-back rally in thrift stocks heading into late-December, which was followed by a narrow trading range for the thrift sector through year end. Overall, the SNL Index for all publicly-traded thrifts was down 10.2% in 2009, which reflects significant declines in the trading prices of several large publicly-traded thrifts during 2009 pursuant to reporting significant losses due to deterioration in credit quality.

     Thrift stocks traded in a narrow range during the first few weeks of 2010, as investors awaited fourth quarter earnings reports that would provide further insight on credit quality trends. An unexpected jump in jobless claims and proposed restrictions by the White House on large banks depressed financial stocks in general heading into late-January. Amid mixed earnings reports, thrift stocks traded in a narrow range for the balance of January. Financial stocks led the broader market lower in early-February and then rebounded along with the broader market in mid-February on some positive economic data including signs that prices were rising in some large metropolitan areas. Mild inflation readings for wholesale and consumer prices in January sustained the upward trend in thrift stocks heading into the second half of February. Comments by the Federal Reserve Chairman that short-term interest rates were likely to remain low for at least several months helped thrift stocks to ease higher in late-February.

     The thrift sector moved higher along with the broader stock market in-early March 2010, aided by the better-than-expected employment report for February. Financial stocks propelled the market higher heading into mid-March on optimism that Citigroup would be able to repay the

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IV.12

U.S. Government after a successful offering of trust preferred securities. The Federal Reserve’s recommitment to leaving its target rate unchanged “for an extended period” sustained the positive trend in thrift stocks through mid-March. Thrift stocks bounced higher along with the broader stock market heading into late-March, which was followed by a slight pullback as debt worries sent the yields on Treasury notes higher.

     An improving outlook for financial stocks in general, along with positive reports for housing, employment and retail sales, boosted thrift stocks at the start of the second quarter of 2010. A nominal increase in March consumer prices and a strong first quarter earnings report from JP Morgan Chase & Co. supported a broad rally in bank and thrift stocks heading into mid-April, which was followed by a pullback on news that the SEC charged Goldman Sachs with fraud. Thrift stocks generally underperformed the broader stock market during the second half of April, as financial stocks in general were hurt by uncertainty about the progress of financial reform legislation, Greece’s debt crisis and news of a criminal investigation of Goldman Sachs. Thrift stocks retreated along the broader stock market in the first week of May, based on fears that the growing debt crisis in Europe could hurt the economic recovery. Likewise, thrift stocks surged higher along with the broader stock market after European Union officials announced a massive bailout plan to avert a public-debt crisis and then retreated heading into the second half of May on lingering concerns about the euro. News of rising mortgage delinquencies in the first quarter of 2010, an expected slowdown in new home construction and uncertainty over financial reform legislation further contributed to lower trading prices for thrift stocks. Thrift stocks participated in the one-day broader market rally in late-May and then declined along with the broader stock market at the close of May. Some positive economic reports provided a boost to thrift stocks at the start of June, which was followed a sharp decline in the sector on the disappointing employment report for May. Gains in the broader stock market provided a boost to thrift stocks as well heading in mid-June. Weaker-than-expected housing data for May and uncertainty surrounding the final stages of the financial reform legislation pressured thrift stocks lower in late-June.

     Thrift stocks declined along with the broader stock market at the start of the third quarter of 2010, as home sales in May declined sharply following the expiration of a special tax credit for home buyers. A report showing that home loan delinquencies increased in May further depressed thrift stocks, while the broader market moved higher on more attractive valuations. Financial stocks helped to lead the stock market higher through mid-July, as State Street projected a second quarter profit well above analysts’ forecasts which fueled a more optimistic

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IV.13

outlook for second quarter earnings reports for the financial sector. Thrift stocks retreated along with the financial sector in general in mid-July on disappointing retail sales data for June and second quarter earnings results for Bank of America and Citigroup reflecting an unexpected drop in their revenues. Some favorable second quarter earnings reports which reflected improving credit measures helped to lift the thrift sector in late-July and at the beginning of August. Thrift stocks pulled back along with the broader market on weak employment data for July, which raised fresh concerns about the strength of the economy and the risk of deflation. The sell-off in thrift stocks became more pronounced in the second half of August, with signs of slower growth impacting most sectors of the stock market. Thrift stocks were particularly hard hit by the dismal housing data for July, which showed sharp declines in both existing and new home sales. On August 20, 2010, the SNL Index for all publicly-traded thrifts closed at 538.58, a decrease of 5.1% from one year ago.

     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 Company’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 may reflect 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.

          The marketing for converting thrift issues turned more positive in the fourth quarter of 2009 and through the first two quarters of 2010, as indicated by an increase in conversion activity and the relative success of those offerings. At the same time, the recent second step conversions generally closed at the lower end of their respective offering ranges and most have traded flat to lower in aftermarket trading. As shown in Table 4.1, two standard conversions and six second-step conversions have been completed during the past three

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months. The recently completed second-step conversion offerings are considered to be more relevant for our analysis, particularly those which were completed in late-June and the first half of July. In general, second-step conversions tend to be priced (and trade in the aftermarket) at higher P/B ratios than standard conversions. We believe investors take into consideration the generally more leveraged pro forma balance sheets of second-step companies, their track records as public companies prior to conversion, and their generally higher pro forma ROE measures relative to standard conversions in pricing their common stocks. As shown in Table 4.1, with the exception of Oritani Financial Corp., all of the second-step conversion offerings were completed between the minimum and midpoint of their offering ranges, potentially reflecting the larger size of the Oritani transaction and its timing in late June which preceeded the market selloff in July when most of the other second step conversions completed their respective transactions. The average closing pro forma price/tangible book ratio of the recent second-step conversion offerings equaled 79.1%. On average, the second-step conversion offerings reflected a 2.3% decrease in price from their IPO prices after the first week of trading. As of August 20 2010, the recent second-step conversion offerings reflected an average decrease of 4.0% in price from their IPO prices.

          Shown in Table 4.2 are the current pricing ratios for the fully-converted offerings completed during the past three months that trade on NASDAQ or an Exchange. The current average P/TB ratio for the recent fully-converted offerings equaled 74.5%, based on closing stock prices as of August 20, 2010.

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	IV.15

Table 4.1
Pricing Characteristics and After-Market Trends
Conversions Completed in Trailing 12 Months

																										Contribution to					Insider Purchases																																		Post-IPO Pricing Trends
				Pre-Conversion Data											Offering Information											Char. Found.					% Off Incl. Fdn. +Merger Shares															Pro Forma Data																			Closing Price:
Institutional Information				Financial Info.					Asset Quality						Excluding Foundation													% of			Benefit Plans												Initial			Pricing Ratios(3)(6)								Financial Charac.											First					After					After										Mths
	Conversion					Equity/			NPAs/			Res.			Gross		%			% of			Exp./					Public Off.						Recog.			Stk			Mgmt.&			Div.						Core					Core						Core			IPO		Trading		%			First		%			First		%			Thru		%			Since
Institution	Date		Ticker	Assets		Assets			Assets			Cov.			Proc.		Offer			Mid.			Proc.			Form		Excl. Fdn.			ESOP			Plans			Option			Dirs.			Yield			P/TB			P/E		P/A			ROA			TE/A			ROE			Price		Day		Chge			Week(4)		Chge			Month(5)		Chge			8/20/10		Chge			Conv.
				($Mil)		(%)			(%)			(%)			($Mil.)		(%)			(%)			(%)					(%)			(%)			(%)			(%)			(%)(2)			(%)			(%)			(x)		(%)			(%)			(%)			(%)			($)		($)		(%)			($)		(%)			($)		(%)			($)		(%)
Standard Conversions
Peoples Fed Bncshres, Inc. — MA*		7/7/10	PEOP-OTCBB	$	488		10.77	%		0.32	%		199	%	$	66.1		100	%		132	%		2.8	%		S		8.0	%		8.0	%		4.0	%		10.0	%		3.3	%		0.00	%		64.7	%		45.5x		13.1	%		0.3	%		20.2	%		1.4	%	$	10.00	$	10.40		4.0	%	$	10.69		6.9	%	$	10.42		4.2	%	$	10.37		3.7	%		1.4
Fairmount Bancorp, Inc. — MD		6/3/10	FMTB-OTCBB	$	67		10.57	%		0.40	%		152	%	$	4.4		100	%		89	%		15.8	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		14.6	%		0.00	%		43.9	%		11.4x		6.5	%		0.6	%		14.8	%		0.6	%	$	10.00	$	11.00		10.0	%	$	12.00		20.0	%	$	11.00		10.0	%	$	12.25		22.5	%		2.6
Averages – Standard Conversions:				$	277		10.67	%		0.36	%		175	%	$	35.3		100	%		111	%		9.3	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		9.0	%		0.00	%		54.3	%		28.5x		9.8	%		0.4	%		17.5	%		1.0	%	$	10.00	$	10.70		7.0	%	$	11.35		13.5	%	$	10.71		7.1	%	$	11.31		13.1	%		2.0
Medians – Standard Conversions:				$	277		10.67	%		0.36	%		175	%	$	35.3		100	%		111	%		9.3	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		9.0	%		0.00	%		54.3	%		28.5x		9.8	%		0.4	%		17.5	%		1.0	%	$	10.00	$	10.70		7.0	%	$	11.35		13.5	%	$	10.71		7.1	%	$	11.31		13.1	%		2.0
Second Step Conversions
Jacksonville Bancorp, Inc. — IL*		7/15/10	JXSB-NASDAQ	$	290		9.12	%		1.02	%		111	%	$	10.4		54	%		89	%		12.0	%		N.A.		N.A.			4.0	%		0.0	%		10.0	%		9.6	%		3.00	%		59.3	%		19.07		6.5	%		0.3	%		11.0	%		2.9	%	$	10.00	$	10.65		6.5	%	$	10.58		5.8	%	$	10.13		1.3	%	$	10.12		1.2	%		1.2
Colonial Fin. Services, Inc. — NJ*		7/13/10	COBK-NASDAQ	$	568		8.20	%		0.43	%		124	%	$	23.0		55	%		85	%		8.0	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		1.6	%		0.00	%		63.4	%		14.01		7.1	%		0.5	%		11.2	%		4.5	%	$	10.00	$	10.05		0.5	%	$	9.65		-3.5	%	$	9.80		-2.0	%	$	9.80		-2.0	%		1.2
Viewpoint Fin. Group — TX*		7/7/10	VPFG-NASDAQ	$	2,477		8.42	%		0.61	%		108	%	$	198.6		57	%		99	%		4.0	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		0.2	%		0.00	%		93.2	%		28.61		13.2	%		0.5	%		14.2	%		3.3	%	$	10.00	$	9.50		-5.0	%	$	9.55		-4.5	%	$	9.70		-3.0	%	$	9.31		-6.9	%		1.4
Oneida Financial Corp. — NY*		7/7/10	ONFC-NASDAQ	$	596		9.61	%		0.90	%		1041	%	$	31.5		55	%		100	%		8.0	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		4.2	%		6.00	%		97.3	%		15.12		9.2	%		0.6	%		9.9	%		4.5	%	$	8.00	$	7.50		-6.3	%	$	7.50		-6.3	%	$	7.90		-1.3	%	$	7.69		-3.9	%		1.4
Fox Chase Bancorp, Inc., PA		6/29/10	FXCB-NASDAQ	$	1,156		10.83	%		2.91	%		38	%	$	87.1		60	%		85	%		5.0	%		N.A.		N.A.			4.0	%		3.1	%		7.9	%		0.7	%		0.00	%		72.1	%	NM			11.8	%		-0.1	%		16.4	%		-0.6	%	$	10.00	$	9.59		-4.1	%	$	9.60		-4.0	%	$	9.68		-3.2	%	$	9.35		-6.5	%		1.7
Oritani Financial Corp., NJ*		6/24/10	ORIT-NASDAQ	$	2,054		12.38	%		2.03	%		60	%	$	413.6		74	%		106	%		2.8	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		0.5	%		3.00	%		89.4	%		38.03		23.0	%		0.6	%		25.7	%		2.4	%	$	10.00	$	10.31		3.1	%	$	9.86		-1.4	%	$	9.91		-0.9	%	$	9.43		-5.7	%		1.9
Averages — Second Step Conversions:				$	1,190		9.76	%		1.32	%		247	%	$	127.4		59	%		94	%		6.6	%		N.A.		N.A.			4.0	%		3.2	%		9.6	%		2.8	%		2.00	%		79.1	%		23.0x		11.8	%		0.4	%		14.7	%		2.8	%	$	9.67	$	9.60		-0.9	%	$	9.46		-2.3	%	$	9.52		-1.5	%	$	9.28		-4.0	%		1.5
Medians — Second Step Conversions:				$	876		9.37	%		0.96	%		109	%	$	59.3		56	%		94	%		6.5	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		1.1	%		1.50	%		80.7	%		19.1x		10.5	%		0.5	%		12.7	%		3.1	%	$	10.00	$	9.82		-1.8	%	$	9.63		-3.8	%	$	9.75		-1.6	%	$	9.39		-4.8	%		1.4
Averages – All Conversions:				$	855		9.99	%		1.08	%		229	%	$	104.3		69	%		98	%		7.3	%		N.A.		N.A.			5.0	%		3.4	%		9.7	%		4.3	%		1.50	%		64.8	%		21.5x		10.0	%		0.4	%		13.7	%		2.1	%	$	8.67	$	9.88		1.1	%	$	9.93		1.6	%	$	9.82		0.6	%	$	9.79		0.3	%
Medians – All Conversions:				$	582		10.09	%		0.61	%		117	%	$	48.8		57	%		89	%		6.5	%		N.A.		N.A.			4.0	%		4.0	%		10.0	%		1.6	%		0.00	%		64.7	%		19.1x		10.5	%		0.5	%		14.5	%		2.6	%	$	10.00	$	10.18		1.8	%	$	9.76		-2.5	%	$	9.86		-1.1	%	$	9.62		-2.9	%

Note: * - Appraisal performed by RP Financial; BOLD = RP Fin. Did the business plan, “NT” — Not Traded; “NA” — Not Applicable, Not Available; C/S-Cash/Stock.
(1)	Non-OTS regulated thrift.
(2)	As a percent of MHC offering for MHC transactions.
(3)	Does not take into account the adoption of SOP 93-6.
(4)	Latest price if offering is less than one week old.
(5)	Latest price if offering is more than one week but less than one month old.
(6)	Mutual holding company pro forma data on full conversion basis.
(7)	Simultaneously completed acquisition of another financial institution.
(8)	Simultaneously converted to a commercial bank charter.
(9)	Former credit union.

August 20, 2010

RP® Financial, LC.	VALUATION ANALYSIS
	IV.16

Table 4.2
Market Pricing Comparatives
Prices As of August 20, 2010

		Market				Per Share Data
		Capitalization				Core			Book																	Dividends(4)								Financial Characteristics(6)
		Price/		Market		12 Month			Value/		Pricing Ratios(3)															Amount/					Payout			Total		Equity/			Tang Eq/			NPAs/			Reported						Core
Financial Institution		Share(1)		Value		EPS(2)			Share		P/E			P/B			P/A			P/TB			P/Core			Share		Yield			Ratio(5)			Assets		Assets			Assets			Assets			ROA			ROE			ROA			ROE
		($)		($Mil)		($)			($)		(x)			(%)			(%)			(%)			(x)			($)		(%)			(%)			($Mil)		(%)			(%)			(%)			(%)			(%)			(%)			(%)
All Public Companies		$	9.64	$	278.43	$	(0.12	)	$	12.76		18.97	x		77.06	%		9.27	%		84.79	%		18.97	x	$	0.23		1.99	%		30.49	%	$	2,696		11.43	%		10.67	%		4.25	%		-0.08	%		0.33	%		-0.13	%		-0.47	%
Converted Last 3 Months (no MHC)		$	9.44	$	168.59	$	0.36		$	13.86		24.00	x		69.80	%		11.56	%		74.47	%		22.13	x	$	0.18		2.11	%		12.66	%	$	1,196		8.92	%		8.26	%		0.68	%		0.36	%		3.66	%		0.39	%		4.12	%
State of PA		$	10.48	$	172.62	$	0.12		$	12.89		21.77	x		85.69	%		9.70	%		92.68	%		22.63	x	$	0.29		2.50	%		46.62	%	$	1,764		10.77	%		10.15	%		2.63	%		0.15	%		1.23	%		18.00	%		1.74	%
Converted Last 3 Months (no MHC)
COBKD	Colonial Financial Serv. of NJ	$	9.80	$	40.90	$	0.71		$	15.78		20.42	x		62.10	%		6.97	%		62.10	%		13.80	x	$	0.00		0.00	%		0.00	%	$	587		7.46	%		7.46	%		1.33	%		0.34	%		4.58	%		0.50	%		6.77	%
FXCB	Fox Chase Bancorp, Inc. of PA	$	9.35	$	136.01	$	(0.08	)	$	13.88	NM				67.36	%		11.03	%		67.36	%	NM			$	0.00		0.00	%	NM			$	1,233		10.86	%		10.86	%	NA				-0.09	%		-0.87	%		-0.09	%		-0.87	%
JXSBD	Jacksonville Bancorp Inc. of IL	$	10.12	$	19.47	$	0.52		$	18.27		12.81	x		55.39	%		6.52	%		60.06	%		19.46	x	$	0.30		2.96	%		37.97	%	$	298		8.59	%		7.67	%	NA				0.51	%		5.93	%		0.34	%		3.90	%
ONFC	Oneida Financial Corp. of NY	$	7.69	$	55.10	$	0.53		$	11.69		14.79	x		65.78	%		8.85	%		93.55	%		14.51	x	$	0.53		6.89	%	NM			$	624		8.74	%		5.11	%		0.09	%		0.60	%		6.84	%		0.61	%		6.97	%
ORIT	Oritani Financial Corp of NJ	$	9.43	$	529.98	$	0.26		$	11.18		34.93	x		84.35	%		21.68	%		84.35	%		36.27	x	$	0.30		3.18	%	NM			$	2,444		15.77	%		15.77	%	NA				0.62	%		3.94	%		0.60	%		3.79	%
PEOP	Peoples Fed Bancshrs Inc of MA	$	10.37	$	74.06	$	0.22		$	15.45		37.04	x		67.12	%		13.58	%		67.12	%	NM			$	0.00		0.00	%		0.00	%	$	546		0.00	%		0.00	%	NA				0.37	%	NM				0.29	%	NM
VPFG	View Point Financal Group of TX	$	9.31	$	324.59	$	0.35		$	10.76	NM				86.52	%		12.29	%		86.77	%		26.60x		$	0.16		1.72	%	NM			$	2,642		11.05	%		10.98	%		0.61	%		0.17	%		1.55	%		0.46	%		4.18	%

(1)	Average of High/Low or Bid/Ask price per share.
(2)	EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis.
(3)	P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.
(4)	Indicated 12 month dividend, based on last quarterly dividend declared.
(5)	Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.
(6)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances.
(7)	Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source: SNL Financial, LC. and RP^® Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP^® Financial, LC. VALUATION ANALYSIS
IV.17

     C. The Acquisition Market

          Also considered in the valuation was the potential impact on Alliance’s stock price of recently completed and pending acquisitions of other thrift institutions operating in Pennsylvania. As shown in Exhibit IV-4, there were 8 Pennsylvania bank and thrift acquisitions completed from the beginning of 2007 through August 20, 2010, and there are currently 6 acquisitions pending of Pennsylvania financial institutions. The recent acquisition activity involving Pennsylvania savings institutions may imply a certain degree of acquisition speculation for the Company’s stock. To the extent that acquisition speculation may impact the Company’s offering, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Company’s market and, thus, are subject to the same type of acquisition speculation that may influence Alliance’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in Alliance’s stock would tend to be less compared to the stocks of the Peer Group companies.

     D. Trading in Alliance’s Stock

          Since Alliance’s stock currently trades under the symbol “ALLB” on the NASDAQ, RP Financial also considered the recent trading activity in the valuation analysis. Alliance had a total of 6,676,476 shares outstanding at August 20, 2010, of which 3,973,750 shares were owned by the MHC and were not subject to trading. The Company’s stock has had a 52 week trading range of $7.60 to $8.88 per share, and its closing price on August 20, 2010 was $7.99, implying an aggregate value of $53.3 million.

          There are significant differences between the Company’s stock (currently being traded) and the conversion stock that will be issued by the Company. Such differences include different liquidity characteristics, a different return on equity for the conversion stock, the stock is currently traded based on speculation of a range of exchange ratios. Since the pro forma impact has not been publicly disseminated to date, it is appropriate to discount the current trading level. As the pro forma impact is made known publicly, the trading level will become more informative.

RP^® Financial, LC. VALUATION ANALYSIS
IV.18

* * * * * * * * * * *

     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 thrift conversions and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that a slight downward adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

8. Management

     Alliance’s management team appears to have experience and expertise in all of the key areas of the Company’s operations. Exhibit IV-5 provides summary resumes of Alliance’s Board of Directors and senior management. The financial characteristics of the Company suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Company’s present organizational structure. The Company currently does not have any senior management positions that are vacant.

     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 fully-converted regulated institution, Alliance 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 Company’s pro forma regulatory capital ratios. On balance, no 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 Company’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:

RP^® Financial, LC. VALUATION ANALYSIS
IV.19

Key Valuation Parameters:	Valuation Adjustment
Financial Condition	Slight Downward
Profitability, Growth and Viability of Earnings	Slight Downward
Asset Growth	Slight Upward
Primary Market Area	No Adjustment
Dividends	No Adjustment
Liquidity of the Shares	No Adjustment
Marketing of the Issue	Slight Downward
Management	No Adjustment
Effect of Govt. Regulations and Regulatory Reform	No Adjustment

Valuation Approaches

     In applying the accepted valuation methodology promulgated by the OTS and adopted by the FDIC and other federal/state banking agencies, i.e., the pro forma market value approach, including the fully-converted analysis described above, we considered the three key pricing ratios in valuing the Company’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 Second Step Conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Company’s prospectus for offering expenses, reinvestment rate, effective tax rate and stock benefit plan assumptions (summarized in Exhibits IV-7 and IV-8). In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings.

     In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings. 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 and we have given it the most significant weight among the valuation approaches. In the recent market environment with earnings volatility and industry weakness, the P/E approach is given less weight than historically. While we have carefully considered the P/E approach in this valuation, we recognize that (1) the earnings multiples will be evaluated on a pro forma basis for the Company; (2) the Peer Group on average has had the opportunity to realize the benefit of reinvesting and leveraging the offering proceeds; and (3) many companies including those in the Peer Group as well as the Company are reporting depressed earnings or losses as a result of asset quality issues. Thus, this approach is attributed lesser weight than the book value approach.

RP^® Financial, LC. VALUATION ANALYSIS
IV.20

§	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 and given the weakened industry earnings over the last couple of years. RP Financial considered the P/B approach to be a valuable indicator of pro forma value, while also 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 typically 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.
§	Trading of ALLB stock. Converting institutions generally do not have stock outstanding. Alliance, however, has public shares outstanding due to the MHC form of ownership. Since Alliance is currently traded on the NASDAQ, the traded stock price is an indicator of investor interest in the Company’s conversion stock and therefore received some weight in our valuation. Based on the August 20, 2010, stock price of $7.99 per share and the 6,676,476 shares of Alliance stock outstanding, the Company’s implied market value of $53.3 million was considered in the valuation process. However, since the conversion stock will have different characteristics than the Company’s shares, and since pro forma information as updated in this appraisal has not been publicly disseminated to date, the current trading price of the Company’s stock was somewhat discounted herein but will become more important towards the closing of the offering.

     The Company has adopted Statement of Position (“SOP”) 93-6, which causes 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 SOP 93-6 in the valuation.

     In preparing the pro forma pricing analysis we have taken into account the pro forma impact of the MHC net assets that will be consolidated with the Company and thus will increase equity and earnings. At June 30, 2010, the MHC had unconsolidated net assets of $6.9 million These entries have been added to the Company’s June 30, 2010 reported financial information to reflect the consolidation of the MHC into the Company’s operations. Also, we have made an

RP^® Financial, LC. VALUATION ANALYSIS
IV.21

after-tax adjustment to the valuation earnings base to reflect the loss of the annual management fee paid by the MHC to the Company, as well as other expenses incurred by the Company, once the Second Step Conversion is completed, and the MHC will cease to exist. We have made similar adjustments for an intercompany lease expense of the Company which will be eliminated, and directors fees and retirement expenses which have been incurred by the MHC to date. Accordingly, the after-tax reduction to the Company’s earnings is $0.21 million.

	As of June 30,
	2010
	($000)
Calculation of Consolidated Equity
Alliance Bancorp Reported Equity	$	48,567
Plus: Net Assets of Alliance (MHC)		6,929
Consolidated Equity of Alliance (MHC)	$	55,496

	For the 12 Months
	Ended June 30, 2010
	Reported			Core
	Amount			Amount
	($000)			($000)
Calculation of Consolidated Net Income
Alliance Bancorp Reported Amount	$	999		$	1,022
Less: Elimination of Management Fees Charged the MHC		(336	)		(336	)
Less: Directors Fees		(14	)		(14	)
Plus: Elimination of Intercompany Lease Expense		42			42
Less: Depreciation Expense on MHC-Owned Fixed Assets		(13	)		(13	)
Tax Effect at 34%		109			109
After-Tax Consolidated Income	$	787		$	810

     Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of August 20, 2010, the aggregate pro forma market value of Alliance conversion stock equaled $52,084,490 at the midpoint, equal to 5,208,449 shares at $10.00 per share. The $10.00 per share price was determined by the Alliance Board. The midpoint and resulting valuation range is based on the sale of a 59.5% ownership interest to the public which provides for a $31,000,000 public offering at the midpoint value.

     1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Company’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

RP^® Financial, LC. VALUATION ANALYSIS
IV.22

one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The reinvestment rate of 1.72% was based on the Company’s business plan for reinvestment of the net proceeds.

     The Company’s reported earnings equaled $0.999 million for the twelve months ended June 30, 2010. As noted earlier, the valuation earnings base must be reduced by the $0.21 million after-tax adjustment for the loss of annual management fee paid by the MHC to the Company (see table on previous page). The adjusted earnings base of $0.79 million also takes into account the after-tax impact of non-operating items. The Company had a small amount of non-operating items and thus, reported earnings and core earnings were slightly different. While non-recurring gains and losses were limited for the Peer Group, Exhibit IV-9 reflects the generally modest adjustments applied to the Peer Group’s earnings in the calculation of core earnings.

     Based on the Company’s reported and estimated core earnings, and incorporating the impact of the pro forma assumptions discussed previously, the Company’s pro forma reported and core P/E multiples at the $52.1 million midpoint value equaled 65.94 times and 64.07 times, respectively, indicating premiums of 353.2% and 258.1% relative to the Peer Group’s median reported and core earnings multiples of 14.55 times and 17.89 times, respectively (see Table 4.3).

RP^® Financial, LC. VALUATION ANALYSIS
IV.23

Table 4.3
Public Market Pricing
Alliance Bancorp, Inc. of PA and the Comparables
As of August 20, 2010

	Market				Per Share Data(2)
	Capitalization				Core			Book																Dividends(4)								Financial Characteristics(6)																									2nd Step
	Price/		Market		12 Month			Value/		Pricing Ratios(3)														Amount/					Payout			Total		Equity/			Tang Eq/			NPAs/			Reported						Core						Exchange		Offering
	Share(1)		Value		EPS			Share		P/E			P/B			P/A			P/TB			P/Core		Share		Yield			Ratio(5)			Assets		Assets			Assets			Assets			ROA			ROE			ROA			ROE			Ratio		Amount
	($)		($Mil)		($)			($)		(x)			(%)			(%)			(%)			(x)		($)		(%)			(%)			($Mil)		(%)			(%)			(%)			(%)			(%)			(%)			(%)			(x)		($Mil)
Alliance Bancorp, Inc. of PA
Superrange	$	10.00	$	68.88	$	0.12		$	12.92		89.00	x		77.40	%		14.09	%		77.40	%		86.43x	$	0.12		1.20	%		103.72	%	$	489		18.20	%		18.20	%		3.30	%		0.16	%		0.87	%		0.16	%		0.90	%		1.0317x	$	41.00
Maximum	$	10.00	$	59.90	$	0.13		$	14.10		76.55	x		70.92	%		12.37	%		70.92	%		74.36x	$	0.12		1.20	%		89.24	%	$	484		17.44	%		17.44	%		3.33	%		0.16	%		0.93	%		0.17	%		0.95	%		0.8971x	$	35.65
Midpoint	$	10.00	$	52.08	$	0.16		$	15.46		65.94	x		64.68	%		10.84	%		64.68	%		64.07x	$	0.12		1.20	%		76.89	%	$	480		16.76	%		16.76	%		3.36	%		0.16	%		0.98	%		0.17	%		1.01	%		0.7801x	$	31.00
Minimum	$	10.00	$	44.27	$	0.19		$	17.30		55.53	x		57.80	%		9.29	%		57.80	%		53.97x	$	0.12		1.20	%		64.76	%	$	476		16.07	%		16.07	%		3.38	%		0.17	%		1.04	%		0.17	%		1.07	%		0.6631x	$	26.35
All Non-MHC Public Companies (7)
Averages	$	10.02	$	320.07	$	(0.19	)	$	13.92		18.54	x		70.74	%		8.20	%		78.82	%		17.98x	$	0.24		2.02	%		31.03	%	$	2,929		11.07	%		10.28	%		4.06	%		-0.15	%		-0.01	%		-0.22	%		-1.07	%
Medians	$	9.78	$	61.54	$	0.23		$	13.63		15.93	x		68.12	%		6.96	%		75.42	%		17.19x	$	0.20		1.79	%		0.00	%	$	959		9.85	%		8.97	%		2.63	%		0.22	%		2.40	%		0.19	%		1.61	%
All Non-MHC Public Companies — State of PA (7)
Averages	$	11.49	$	204.04	$	0.12		$	14.85		20.76	x		77.82	%		8.88	%		85.01	%		19.92x	$	0.37		2.92	%		52.29	%	$	1,814		10.65	%		10.02	%		1.81	%		0.11	%		0.94	%		0.15	%		1.58	%
Medians	$	10.94	$	98.20	$	0.40		$	13.98		20.72	x		82.98	%		7.96	%		85.70	%		19.91x	$	0.30		3.05	%		0.18	%	$	1,150		9.54	%		8.66	%		2.09	%		0.34	%		2.82	%		0.34	%		2.94	%
Comparable Group Averages
Averages	$	12.49	$	40.16	$	0.62		$	15.81		16.11	x		81.26	%		7.75	%		90.93	%		18.93x	$	0.43		3.30	%		40.01	%	$	556		10.08	%		9.45	%		1.18	%		0.48	%		4.90	%		0.36	%		3.69	%
Medians	$	11.19	$	36.83	$	0.54		$	14.11		14.55	x		81.87	%		6.46	%		86.75	%		17.89x	$	0.44		3.71	%		42.92	%	$	521		9.70	%		8.43	%		0.79	%		0.51	%		5.66	%		0.33	%		3.82	%
Comparable Group
BCSB    BCSB Bancorp, Inc. of MD	$	9.75	$	30.43	$	(0.81	)	$	15.71	NM				62.06	%		5.07	%		62.18	%	NM		$	0.00		0.00	%	NM			$	601		9.90	%		9.89	%		2.23	%		-0.39	%		-3.82	%		-0.43	%		-4.24	%
CEBK    Central Bancorp of Somerville MA	$	10.87	$	18.12	$	0.99		$	21.31		9.06			51.01	%		3.34	%		54.43	%		10.98x	$	0.20		1.84	%		16.67	%	$	542		8.32	%		7.94	%		2.38	%		0.36	%		4.68	%		0.30	%		3.86	%
ESBK     Elmira Savings Bank, FSB of NY	$	15.35	$	30.07	$	1.20		$	19.09		6.42			80.41	%		6.03	%		124.80	%		12.79x	$	0.80		5.21	%		33.47	%	$	499		11.28	%		8.84	%		0.84	%		0.92	%		8.54	%		0.46	%		4.29	%
HARL    Harleysville Savings Fin. Corp. of PA	$	15.42	$	56.65	$	1.30		$	14.08		12.54			109.52	%		6.71	%		109.52	%		11.86x	$	0.76		4.93	%		61.79	%	$	844		6.13	%		6.13	%		0.24	%		0.54	%		8.99	%		0.57	%		9.50	%
MFLR    Mayflower Bancorp, Inc. of MA	$	8.15	$	17.00	$	0.31		$	9.85		14.55			82.74	%		6.63	%		82.74	%		26.29x	$	0.24		2.94	%		42.86	%	$	256		8.01	%		8.01	%		2.06	%		0.47	%		5.82	%		0.26	%		3.22	%
NHTB    NH Thrift Bancshares of NH	$	10.20	$	58.87	$	0.57		$	13.73		8.43			74.29	%		6.27	%		117.65	%		17.89x	$	0.52		5.10	%		42.98	%	$	939		9.50	%		6.59	%		0.37	%		0.76	%		8.01	%		0.36	%		3.77	%
NFSB     New port Bancorp, Inc. of RI	$	11.88	$	43.23	$	0.37		$	13.86		34.94			85.71	%		9.60	%		85.71	%		32.11x	$	0.00		0.00	%		0.00	%	$	450		11.20	%		11.20	%		0.30	%		0.27	%		2.40	%		0.30	%		2.62	%
ROME    Rome Bancorp, Inc. of Rome NY	$	9.32	$	63.17	$	0.50		$	9.04		17.58			103.10	%		19.17	%		103.10	%		18.64x	$	0.36		3.86	%		67.92	%	$	330		18.59	%		18.59	%		0.74	%		1.08	%		5.94	%		1.02	%		5.61	%
THRD    TF Financial Corp. of Newtown PA	$	22.49	$	60.39	$	1.27		$	27.31		15.3			82.35	%		8.38	%		87.78	%		17.71x	$	0.80		3.56	%		54.42	%	$	721		10.17	%		9.60	%		2.21	%		0.55	%		5.50	%		0.48	%		4.75	%
WVFC    WVS Financial Corp. of PA	$	11.50	$	23.66	$	0.52		$	14.13		26.14			81.39	%		6.28	%		81.39	%		22.12x	$	0.64		5.57	%	NM			$	376		7.72	%		7.72	%		0.43	%		0.23	%		2.96	%		0.27	%		3.50	%

(1)	Average of High/Low or Bid/Ask price per share.
(2)	EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis, and is shown on a pro forma basis where appropriate. BV per share omits the minority interest for Oneida Financial.
(3)	P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.
(4)	Indicated 12 month dividend, based on last quarterly dividend declared.
(5)	Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.
(6)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances. Capital ratios ane ROE measures include minority interest for Oneida Financial.
(7)	Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
Source:	Corporate reports, offering circulars, and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.

RP^® Financial, LC. VALUATION ANALYSIS
IV.24

     2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Company’s pro forma market value by applying a valuation P/B ratio, derived from the Peer Group’s P/B ratio, to the Company’s pro forma book value. In applying the P/B approach, we considered both reported book value and tangible book value. Based on the $52.1 million midpoint valuation, Alliance’s pro forma P/B and P/TB ratios both equaled 64.68%. In comparison to the respective median P/B and P/TB ratios indicated for the Peer Group of 81.87% and 86.75%, the Company’s pro forma ratios reflected discounts of 21.0% and 25.4%, respectively. The Company’s pro forma P/TB ratios at the minimum and the super maximum equaled 57.80% and 77.40%, respectively, indicting discounts to the Peer Group’s median P/TB ratio of 33.4% and 10.8%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable in light of the valuation adjustments referenced earlier and in view of the indicated pro forma earnings multiples in relation to the Peer Group averages and medians.

     3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Company’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be a small amount of deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the $52.1 million midpoint of the valuation range, the Company’s value equaled 10.84% of pro forma assets. Comparatively, the Peer Group companies exhibited a median P/A ratio of 6.46%, which implies a premium of 67.8% has been applied to the Company’s pro forma P/A ratio. In comparison to the Peer Group’s average P/A ratio of 7.75%, the Company’s pro forma P/A ratio at the midpoint value reflects a premium of 39.9%.

Comparison to Recent Offerings

     As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion 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 six recent second step conversions which completed their respective offerings at a median of 80.7%, and have since traded down to 76.8% median P/TB. The Company’s P/TB ratio of 64.7% at the midpoint value reflects an implied discount of 15.8%. At the supermaximum, the Company’s P/TB ratio of 77.4% reflects an implied discount of 4.1% relative to the average P/TB at closing of the six

RP^® Financial, LC. VALUATION ANALYSIS
IV.25

second step conversion transactions completed during the last three months, which included companies both significantly larger and smaller than the Company. The discount is warranted in that the Company’s credit risk profile, and particularly the Company’s level of NPAs, is much higher than in other transactions. Additionally, the Company’s Supermax P/TB reflects a slight premium to the P/TB ratios of the recent second step conversions based on the current trading price.

Valuation Conclusion

     Based on the foregoing, it is our opinion that, as of August 20, 2010, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end of the conversion offering including (1) newly-issued shares representing the MHC’s current ownership interest in Company, and (2) exchange shares issued to existing public shareholders of the Company was $52,084,490 at the midpoint, equal to 5,208,449 shares at $10.00 per share. Based on the pro forma valuation and the percent ownership interest represented by the MHC Shares, the number of shares of common stock offered for sale will range from a minimum of 2,635,000 shares to a maximum of 3,565,000 shares, with a midpoint offering of 3,100,000 shares. Based on an offering price of $10.00 per share, the amount of the offering will range from a minimum of $26,350,000 to a maximum of $35,650,000 with a midpoint of $31,000,000. If market conditions warrant, the number of shares offered can be increased to an adjusted maximum of 4,099,750 shares (the “supermaximum”) equal to an offering of $40,997,500 at the offering price of $10.00 per share. The pro forma figures for shares outstanding, aggregate market value and exchange ratio at each point in the valuation range are shown below. The pro forma valuation calculations relative to the Peer Group are shown in Table 4.3 and are detailed in Exhibits IV-7 and IV-8.

Establishment of the Exchange Ratio

     OTS regulations provide that in a conversion of a mutual holding company, the Alliance stockholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Board of Directors of Alliance has independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company held by the public shareholders. The exchange ratio to be received by the existing Alliance shareholders of the Company will be determined at the end of the

RP^® Financial, LC. VALUATION ANALYSIS
IV.26

offering, based on the total number of shares sold in the subscription and syndicated offerings and the final appraisal.

							Exchange Shares
				Offering			Issued to the			Exchange
	Total Shares			Shares			Public Shareholders			Ratio
										(x)
Shares
Super Maximum		6,888,173			4,099,750			2,788,423			1.0317
Maximum		5,989,716			3,565,000			2,424,716			0.8971
Midpoint		5,208,449			3,100,000			2,108,449			0.7801
Minimum		4,427,182			2,635,000			1,792,182			0.6631
Distribution of Shares
Super Maximum		100.00	%		59.52	%		40.48	%
Maximum		100.00	%		59.52	%		40.48	%
Midpoint		100.00	%		59.52	%		40.48	%
Minimum		100.00	%		59.52	%		40.48	%
Aggregate Market Value(1)
Super Maximum	$	68,881,730		$	40,997,500		$	27,884,230
Maximum	$	59,897,160		$	35,650,000		$	24,247,160
Midpoint	$	52,084,490		$	31,000,000		$	21,084,490
Minimum	$	44,271,820		$	26,350,000		$	17,921,820

(1) Based on offering price of $10.00 per share.

     Based on the valuation conclusion herein, the resulting offering value and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 0.7801 shares of the Company for every one public share held by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.6631 at the minimum, 0.8971 at the maximum and 1.0317 at the supermaximum. RP Financial expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public stockholders or on the proposed exchange ratio.

EXHIBITS

LIST OF EXHIBITS

Exhibit
Number	Description
Section I
I-1	Audited Financial Statements
I-2	Key Operating Ratios
I-3	Investment Portfolio Composition
I-4	Yields and Costs
I-5	Loan Loss Allowance Activity
I-6	Interest Rate Risk Analysis
I-7	Loan Portfolio Composition
I-8	Contractual Maturity By Loan Type
I-9	Originations and Purchases
I-10	Non-Performing Assets
I-11	Deposit Composition
I-12	Time Deposit Rate/Maturity
I-13	Borrowings Activity
Section II
II-1	Branch Office Detail
II-2	Historical Interest Rates
Section III
III-1	General Characteristics of Publicly-Traded Institutions
III-2	Publicly-Traded Mid-Atlantic Thrifts

LIST OF EXHIBITS (continued)

Exhibit
Number	Description
III-3	Peer Group Market Area Comparative Analysis
Section IV
IV-1	Stock Prices: As of August 20, 2010
IV-2	Historical Stock Price Indices
IV-3	Historical Thrift Stock Indices
IV-4	Pennsylvania Thrift Acquisitions 2007 — Present
IV-5	Director and Senior Management Summary Resumes
IV-6	Pro Forma Regulatory Capital Ratios
IV-7	Pro Forma Analysis Sheet — Fully-Converted Basis
IV-8	Pro Forma Effect of Conversion Proceeds — Fully-Converted Basis
IV-9	Peer Group Core Earnings Analysis
Other Exhibits
V-1	Firm Qualifications Statement

EXHIBIT I-1

Alliance Bancorp, Inc.
Audited Financial Statements

[Incorporated by Reference]

EXHIBIT I-2

Alliance Bancorp, Inc.
Key Operating Ratios

Exhibit I-2
Alliance Bancorp, Inc.
Key Operating Ratios

	As of or For
	the Six Months Ended
	June 30,						As of or For the Year Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Dollars in thousands, except per share amounts)
Selected Operating Ratios
Return on average assets		0.11	%		0.30	%		0.30	%		0.14	%		0.25	%		0.35	%		0.30	%
Return on average equity		1.09			2.55			2.97			1.21			2.18			4.05			3.39
Average yield earned on interest-earning assets		4.62			5.27			5.08			5.64			6.12			5.89			5.43
Average rate paid on interest-bearing Liabilities		1.91			2.78			2.57			3.32			4.03			3.39			2.69
Average interest rate spread (4)		2.71			2.49			2.51			2.32			2.09			2.50			2.74
Net interest margin (4)		2.89			2.80			2.79			2.72			2.60			2.82			3.00
Interest-earning assets to interest-bearing liabilities		110.75			112.23			111.98			113.54			114.54			110.66			110.74
Other expense as a percent of average assets		2.43			2.56			2.47			2.44			2.33			2.69			2.89
Dividend payout ratio(5)		62.26			28.32			25.59			122.91			58.56			90.39			105.54
Efficiency ratio (6)		82.18			88.47			85.52			92.97			90.60			88.51			90.61
Full-service offices at end of period		9			9			9			9			9			9			8
Asset Quality Ratios
Nonperforming loans as a percent of total loans receivable (2)		4.57	%		3.21	%		2.71	%		2.48	%		0.81	%		0.65	%		0.85	%
Nonperforming assets as a percent of total assets (2)		3.60			2.57			2.33			1.65			0.49			0.38			0.96
Allowance for loan losses as a percent of total loans receivable		1.46			1.15			1.23			1.13			1.09			1.14			1.18
Allowance for loan losses as a percent of nonperforming loans		31.89			35.71			45.14			45.30			135.00			174.39			137.63
Net charge-offs to average loans receivable outstanding during the period		0.18			0.02			0.06			0.09			—			0.01			0.03
Provision for loan losses to net chargeoffs		2.24	x		2.42	x		3.32	x		2.37	x		13.33	x		5.45	x		2.11	x
Capital Ratios
Average equity to average assets		10.46	%		11.43	%		11.08	%		11.79	%		11.52	%		8.68	%		8.94	%
Tier 1 risk-based capital ratio		16.06			16.32			15.97			16.33			16.35			14.05			14.92
Total risk-based capital ratio		17.32			17.47			17.17			17.47			17.38			15.12			16.06
Tier 1 leverage capital ratio		10.05			10.65			10.17			10.67			10.52			8.98			9.02

(1)	Borrowings consist of Federal Home Loan Bank (“FHLB”) advances, demand notes issued to the U.S. Treasury, the Employee Stock Ownership Plan (“ESOP”) debt and customer sweep accounts.
(2)	Nonperforming assets consist of nonperforming loans, troubled debt restructurings and other real estate owned (“OREO”). Nonperforming loans consist of nonaccrual loans and accruing loans 90 days or more overdue, while OREO consists of real estate acquired through, or in lieu of, foreclosure.
(3)	The calculation of earnings per share for 2005 and 2006 has been adjusted for the exchange and additional share issuance in the reorganization and offering completed on January 30, 2007
(4)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.
(5)	Based on dividends declared on all outstanding shares, including shares owned by Alliance Mutual Holding Company, Alliance Mutual Holding Company has waived the receipt of dividends since the first quarter of 2007.
(6)	The efficiency ratio is calculated by dividing other expenses by the sum of net interest income and other income.

EXHIBIT I-3

Alliance Bancorp, Inc.
Investment Portfolio Composition

Exhibit I-3
Alliance Bancorp, Inc.
Investment Portfolio Composition

					December 31,
	June 30, 2010				2009				2008				2007
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value		Value		Value		Value		Value
	(In Thousands)
U.S. Government and agency securities	$	27,990	$	28,216	$	28,995	$	28,890	$	37,448	$	37,814	$	26,335	$	26,472
Municipal obligations		22,075		22,582		23,446		23,796		24,256		23,958		22,247		22,827
Investment in mutual funds		—		—		—		—		—		—		19,142		19,142
Total	$	50,065	$	50,798	$	52,441	$	52,686	$	61,704	$	61,772	$	67,724	$	68,441

	At June 30, 2010
	One Year or			After One to			After Five to			Over
	Less			Five Years			10 Years			10 Years			Total
	(Dollars in Thousands)
U.S. Government and agency securities	$	3,003		$	2,008		$	14,173		$	9,032		$	28,218
Municipal obligations		—			—			—			22,582			22,582
Total	$	3,003		$	2,000		$	14,173		$	31,614		$	50,798
Weighted average yield		0.83	%		2.00	%		3.77	%		4.30	%		3.78	%

	At December 31, 2009
	One Year or			After One to			After Five to			Over
	Less			Five Years			10 Years			10 Years			Total
	(Dollars in Thousands)
U.S. Government and agency securities	$	1,000		$	1,000		$	10,996		$	15,999		$	28,995
Municipal obligations		—			—			4,316			19,130			23,446
Total	$	1,000		$	1,000		$	15,312		$	35,129		$	52,441
Weighted average yield		1.20	%		2.00	%		4.13	%		4.47	%		4.26	%

EXHIBIT I-4

Alliance Bancorp, Inc.
Yields and Costs

Exhibit I-4
Alliance Bancorp, Inc.
Yields and Costs

				Six Months Ended June 30,
	At June 30 2010,			2010							2009
	Yield/			Average				Yield/			Average				Yield/
	Rate			Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1) (2)		5.96	%	$	288,503	$	8,475		5.88	%	$	282,827	$	8,530		6.03	%
Mortgage-backed securities		4.61			21,774		450		4.14			30,070		674		4.48
Investment securities (2)		3.78			53,334		1,057		3.96			56,767		1,332		4.69
Other interest-earning assets		0.27			75,038		150		0.40			32,503		68		0.42
Total interest-earning assets		4.79			438,649		10,132		4.62			402,167		10,604		5.27
Noninterest-earning assets					28,492							26,105
Total assets				$	467,141						$	428,272
Interest-bearing liabilities:
Deposits		1.44		$	370,700		3,001		1.62		$	318,244		3,798		2.39
FHLB advances and other borrowings		2.69			25,369		786		6.20			40,111		1,185		5.91
Total interest-bearing liabilities		1.48			396,069		3,786		1.91			358,355		4,983		2.78
Noninterest-bearing liabilities					22,220							20,945
Total liabilities					418,289							379,300
Stockholders’ equity					48,852							48,972
Total liabilities and stockholders’ equity				$	467,141						$	428,272
Net interest-earning assets				$	42,580						$	43,812
Net interest income/interest rate spread						$	6,345		2.71	%			$	5,621		2.49	%
Net interest margin (3)									2.89	%						2.80	%
Ratio of interest-earning assets to interest-bearing liabilities									110.75	%						112.23	%

(l)	Nonaccrual loans and loan fees have been included.
(2)	Indicated yields are not reflected on a tax equivalent basis.
(3)	Net interest income divided by average interest-earning assets.

Exhibit I-4 (continued)
Alliance Bancorp, Inc.
Yields and Costs

	Year Ended December 31,
	2009							2008							2007
	Average				Yield/			Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1) (2) (4)	$	283,736	$	17,024		6.00	%	$	271,859	$	17,485		6.43	%	$	247,157	$	16,966		6.86	%
Mortgage-backed securities		28,897		1,230		4.26			32,531		1,494		4.59			39,660		1,816		4.58
Investment securities		58,383		2,638		4.52			59,568		2,851		4.79			64,983		3,333		5.13
Other interest-earning assets		44,065		199		0.45			36,021		712		1.98			46,200		2,225		4.82
Total interest-earning assets		415,081		21,091		5.08			399,979		22,542		5.64			398,000		24,340		6.12
Noninterest-earning assets		25,774							23,028							22,741
Total assets	$	440,855						$	423,007						$	420,741
Interest-bearing liabilities:
Deposits	$	335,864	$	7,287		2.17		$	314,457		9,331		2.97		$	310,112		11,618		3.75
FHLB advances and other borrowings		34,811		2,222		6.38			37,815		2,370		6.27			37,356		2,381		6.37
Total interest-bearing liabilities		370,675		9,509		2.57			352,272		11,702		3.32			347,468		13,999		4.03
Noninterest-bearing liabilities		21,331							20,883							24,800
Total liabilities		392,006							373,155							372,268
Stockholders’ equity		48,849							49,852							48,473
Total liabilities and stockholders’ equity	$	440,855						$	423,007						$	420,741
Net interest-earning assets	$	44,406						$	47,707						$	50,532
Net interest income/interest rate spread			$	11,582		2.51	%			$	10,841		2.32	%			$	10,341		2.09	%
Net interest margin (3)						2.79	%						2.71	%						2.60	%
Ratio of interest-earning assets to interest-bearing liabilities						111.98	%						113.54	%						114.54	%

(1)	Includes loans held for sale.
(2)	Nonaccrual loans and loan fees have been included.
(3)	Net interest income divided by average interest-earning assets.
(4)	Indicated yields are not reflected on a fax equivalent basis.

EXHIBIT I-5

Alliance Bancorp, Inc.
Loan Loss Allowance Activity

Exhibit I-5
Alliance Bancorp, Inc.
Loan Loss Allowance Activity

	Six Months Ended
	June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Dollars in Thousands)
Average loans receivable, net (l)	$	288,503		$	282,827		$	283,736			$271,849		$	247,157		$	232,520		$	218,036
Allowance for loan losses, beginning of year	$	3,538		$	3,169		$	3,169		$	2,831		$	2,720		$	2,671		$	2,608
Provision for loan losses		1,170			150			528			585			120			60			120
Charge-offs:
Single-family residential		(81	)					—			(3	)		(3	)		—			—
Multi-family residential		—			(6	)		(6	)		—			—			—			—
Commercial real estate		(137	)		(56	)		(153	)		(350	)		—			—			(86	)
Land and construction		—			—			—			—			—			—			—
Consumer		—			—			(1	)		(13	)		(11	)		(14	)		(9	)
Commercial business		(305	)		—			—			—			—			—			—
Total charge-offs		(523	)		(62	)		(160	)		(366	)		(14	)		(14	)		(95	)
Recoveries:
Single-family residential		—			—			—			—			—			—			—
Multi-family residential		—			—			—			—			—			—			—
Commercial real estate		—			—			—			114			—			—			37
Land and construction					—			—			—			—			—			—
Consumer		—			—			1			5			5			3			1
Commercial business		—			—			—			—			—			—			—
Total recoveries		—			—			1			119			5			3			38
Allowance for loan losses, end of year	$	4,185		$	3,258		$	3,538		$	3,169		$	2,831		$	2,720		$	2,671
Net charge-offs to average loans receivable, net		0.18	%		0.02	%		0.06	%		0.09	%		0.00	%		0.01	%		0.03	%
Allowance for loan losses to total loans receivable		1.46	%		1.15	%		1.23	%		1.13	%		1.09	%		1.14	%		1.18	%
Allowance for loan losses to total non-performing loans		31.89	%		35.71	%		45.14	%		45.30	%		135.00	%		174.39	%		137.63	%
Net charge-offs to allowance for loan losses		12.47	%		1.90	%		4.49	%		7.79	%		0.32	%		0.40	%		2.13	%

(1) Includes mortgage loans held for sale.

1

EXHIBIT I-6

Alliance Bancorp, Inc.
Interest Rate Risk Analysis

Exhibit I-6
Alliance Bancorp, Inc.
Interest Rate Risk Analysis

		As of June 30, 2010
							Percentage
Change in Interest Rates				Dollar Change			Change from
(basis points)(1)		Amount		from Base			Base
	(Dollars in Thousands)
+300		$	52,026	$	(1,591	)		(3.0	)%
+200			53,428		(188	)		(0.4	)
+100			54,395		778			1.5
0			53,616		—			—
-100			49,039		(4,577	)		(8.5	)
-200			45,446		(8,170	)		(15.2	)

(1) Assumes an instantaneous uniform change in interest rates. One basis point equals 0.01%.

     In addition to modeling changes in NPV, we also analyze potential changes to NII for a twelve-month period under rising and falling interest rate scenarios. The following table shows our NII model as of June 30, 2010.

Change in Interest Rates in
Basis Points (Rate Shock)	Net Interest Income		$ Change		% Change
	(Dollars in thousands)
300	$	14,004	$	106		0.8	%
200		13,985		87		0.6
100		14,006		108		0.8
Static		13,898		—		—
(100)		13,970		72		0.5
(200)		13,966		68		0.5

1

EXHIBIT I-7

Alliance Bancorp, Inc.
Loan Portfolio Composition

Exhibit I-7
Alliance Bancorp, Inc.
Loan Portfolio Composition

     Loan Portfolio Composition. The following table sets forth the composition of Alliance Bancorp’s loan portfolio by type of loan at the dates indicated.

	June 30,					December 31,
	2010					2009					2008					2007						2006					2005
	Amount		%			Amount		%			Amount		%			Amount			%			Amount		%			Amount		%
	Dollars in Thousand
Real estate loans:
Single-family (1)(2)	$	110,388		38.40	%	$	114,953		39.82	%	$	116,683		41.43	%	$	111,499			42.92	%	$	108,551		45.48	%	$	104,020		45.79	%
Multi- family		1,208		0.42			1,231		0.43			1,282		0.46			1,673			0.64			2,088		0.87			2,221		0.98
Commercial		136,933		47.63			131,874		45.68			123,465		43.84			122,703			47.24			108,339		45.39			105,687		46.53
Land and construction:(3)
Residential		11,456		4.33			12,284		4.25			16,372		5.81			6,034			2.32			6,700		2.81			3,520		1.55
Commercial		11,628		4.05			12,297		4.26			8,889		3.16			8,557			3.29			5,074		2.13			3,876		1.70
Total real estate loans		272,613		94.83			272,639		94.44			266,691		94.70			250,466			96.41			230,752		96.68			219,324		96.55
Consumer:
Student		6,902		2.40			7,077		2.45			5,455		1.94			1,782			0.69			1,779		0.74			2,440		1.07
Savings account		430		0.15			482		0.17			430		0.15			477			0.18			561		0.24			566		0.25
Other		60		0.02			55		0.01			51		0.02			109			0.04			103		0.04			88		0.04
Total consumer loans		7,392		2.57			7,614		2.63			5,936		2.11			2,368			0.91			2,443		1.02			3,094		1.36
Commercial business loans		7,462		2.60			8,458		2.93			8,985		3.19			6,924			2.68			5,485		2.30			4,745		2.09
Total loans receivable		287,467		100.00	%		288,711		100.00	%		281,612		100.00	%		259,758			100.00	%		238,680		100.00	%		227,163		100.00	%
Less:
Deferred costs (fees)		262					165					6					(5	)					75					199
Allowance for loan losses		4,185					3,538					3,169					2,831						2,719					2,670
Loans receivable, net	$	283,020				$	285,008				$	278,437				$	256,932					$	235,886				$	224,294

(1)	At December 31, 2006, includes $125,000 of loans held for sale. No loans were held for sale at any of the other dates indicated.
(2)	At June 30, 2010, includes $20.0 million of home equity loans. At December 31, 2009, 2008, 2007, 2006, and 2005, includes $21.4 million $25.6 million, $29.5 million, $28.9 million, and $22.8 million, respectively, of home equity loans and lines.
(3)	At June 30, 2010, excludes $10.9 million of undisbursed funds onland and construction loans. At December 31, 2009, 2008, 2007, 2006, and 2005, excludes $10.7 million, $15.3 million, $10.8 million, $9.7 million, and $2.9 million respectively, of undisbursed funds on land and construction loans.

EXHIBIT I-8

Alliance Bancorp, Inc.
Contractual Maturity by Loan Type

Exhibit I-8
Alliance Bancorp, Inc.
Contractual Maturity By Loan Type

	At June 30, 2010
	Real Estate Loans
							Land and		Consumer		Commercial
	Single-family		Multi-family		Commercial		Construction		and Other Loans		Business Loans		Total
	(In Thousands)
Amounts due in:
One year or less	$	973	$	137	$	12,882	$	24,084	$	518	$	2,582	$	11,206
After one year through three years		2,702		848		18,216		—		45		2,315		24,126
After three years through five years		5,445		133		14,894		—		393		2,474		23,339
After five years through fifteen years		43,452		90		65,848		—		6,369		91		115,850
Over fifteen years		57,817		—		25,093		—		37		—		82,946
Total (1)	$	110,388	$	1,208	$	136,933	$	24,084	$	7,392	$	7,462	$	287,467
Interest rate terms on amounts due after one year:
Fixed	$	52,112	$	1,071	$	52,554	$	—	$	—	$	4,880	$	110,617
Adjustable	$	57,303	$	—	$	71,497	$	—	$	6,844	$	—	$	135,644

(1) Does not include the effects relating to the allowance for loan losses and unearned income.

	At December 31, 2009
	Real Estate Loans
							Land and		Consumer		Commercial
	Single-family		Multi-family		Commercial		Construction		and Other Loans		Business Loans		Total
	(In Thousands)
Amounts due in:
One year or less	$	270	$	143	$	12,558	$	24,581	$	70	$	3,316	$	40,938
After one year through three years		2,494		859		10,818		—		105		2,032		16,308
After three years through five years		7,221		137		20,387		—		369		2,488		30,602
After five years through fifteen years		37,367		92		57,967		—		7,015		622		103,063
Over fifteen years		67,601		—		30,144		—		55		—		97,800
Total (1)	$	114,953	$	1,231	$	131,874	$	24,581	$	7,614	$	8,458	$	288,711
Interest rate terms on amounts due after one year:
Fixed	$	45,497	$	0.088	$	49,388		—		—	$	5,142	$	101,115
Adjustable	$	69,186		—	$	69,928		—	$	7,511		—	$	116,658

(1) Does not include the effects relating to the allowance for loan losses and unearned income.

EXHIBIT I-9

Alliance Bancorp, Inc.
Originations and Purchases

Exhibit I-9
Alliance Bancorp, Inc.
Originations and Purchases

	Six Months Ended
	June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(In Thousands)
Real estate loan originations:
Single-family (1)	$	6,009		$	4,625		$	12,215		$	24,541		$	28,601
Multi-family		—			—			—			120			980
Commercial		10,011			16,400			37,910			26,873			32,913
Land and construction:
Residential		2,000			1,301			3,114			4,525			6,770
Commercial		2,043			1,525			3,628			6,536			2,828
Total real estate loan originations		20,063			23,851			56,867			62,595			72,092
Consumer originations:
Student		—			2,135			2,147			4,202			582
Savings account		89			339			557			310			330
Other		—			180			—			4			7
Total consumer loan originations		89			2,654			2,704			4,516			919
Commercial business originations		450			—			1,966			1,475			3,909
Total loan originations		20,602			26,505			65,537			68,586			76,920
Purchase of real estate loans:
Single-family		—			—			—			—			—
Multi-family		—			—			—			—			—
Residential construction		—			—			1,000			—			—
Commercial		44			43			3,090			175			113
Commercial construction		—			—			—			6,300			—
Total real estate loan purchases		44			—			4,090			6,475			113
Total loan originations and purchases (2)		20,646			26,548			65,627			75,061			77,033
Less:
Principal loan repayments		(20,750	)		(23,247	)		(54,264	)		(51,643	)		(51,002	)
Transfers to OREO		(669	)		(2,100	)		(3,764	)		—			—
Loans and participations sold		—			—			(500	)		(1,335	)		(4,762	)
Other. net (3)		(1,215	)		1,304			(528	)		(578	)		(223	)
Net increase (decrease)	$	(1,988	)	$	2,505		$	6,571		$	21,505		$	21,046

(1)	Includes $1.9 million and $2.0 million of home equity and lines of credit originated during the six month periods ended June 30, 2010 and 2009, respectively, and $4.9 million, $5.1 million and $9.9 million of home equity loans and lines of credit originated during the years ended December 31, 2009, 2008 and 2007, respectively.
(2)	Includes originations of loans held for sale and subsequently sold in the secondary market.
(3)	Includes gains on the sale of loans and provisions for loan losses.

EXHIBIT I-10

Alliance Bancorp, Inc.
Non-performing Assets

Exhibit I-10
Alliance Bancorp, Inc.
Non-performing Assets

	June 30,			December 31,
	2010			2009			2008			2007			2006			2005
							(Dollars in Thousands)
Non-accruing loans:
Real estate:
Single-family	$	76		$	479		$	762		$	1,086		$	874		$	762
Multi-family		—			—			—			—			—			—
Commercial		1,363			1,778			3,551			416			—			222
Land and construction		9,767			3,728			896			—			—			—
Commercial business		74			472			—			—			—			—
Consumer		—			—			—			—			—			—
Total non-accruing loans		11,280			6,457			5,209			1,502			874			984
Accruing loans 90 days or more delinquent:
Real estate:
Single-family		1,638			1,227			1,712			563			649			942
Multi-family		—			—			—			—			—			—
Commercial		—			—			—			—			—			—
Land and construction		—			—			—			—			—			—
Commercial business		—			—			—			—			—			—
Consumer		206			153			75			32			36			14
Total accruing loans 90 days or more delinquent		1,844			1,380			1,787			595			685			956
Total non-performing loans		13,124			7,837			6,996			2,097			1,559			1,940
Other real estate owned		3,026			2,968			—			—			—			1,795
Total non-performing assets	$	16,150		$	10,805		$	6,996		$	2,097		$	1,559		$	3,735
Total non-performing loans as a percentage of total loans		4.57	%		2.71	%		2.48	%		0.81	%		0.65	%		0.85	%
Total non-performing assets as a percentage of total assets		3.60	%		2.33	%		1.65	%		0.49	%		0.38	%		0.96	%

EXHIBIT I-11

Alliance Bancorp, Inc.
Deposit Composition

Exhibit I-11
Alliance Bancorp, Inc.
Deposit Composition

	June 30,					December 31,
	2010					2009					2008					2007
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in Thousands)
Passbook and statement savings accounts	$	42,864		5.8	%	$	40,892		10.9	%	$	39,378		12.0	%	$	38,223		11.7	%
Money market accounts		21,921		11.2			18,664		5.0			18,067		5.5			22,089		6.7
Certificates of deposit		255,100		66.9			251,583		67.0			207,943		63.3			201,860		61.6
NOW accounts		48,112		16.4			48,609		13.0			48,269		14.7			48,760		14.9
Non-interest bearing accounts		13,213		3.5			15,506		4.1			13,610		4.2			16,840		5.1
Total deposits at end of period	$	381,210		100.0	%	$	375,254		100.0	%	$	327,267		100.0	%	$	327,772		100.0	%

EXHIBIT I-12

Alliance Bancorp, Inc.
Time Deposit Rate/Maturity

Exhibit I-12
Alliance Bancorp, Inc.
Time Deposit Rate/Maturity

			Over Six		Over One		Over Two
	Six		Months		Year		Years
	Months		Through		Through		Through		Over Three
	and Less		One Year		Two Years		Three Years		Years		Total
	(In Thousands)
2.00% or less	$	69,427	$	82,549	$	27,282	$	815	$	—	$	180,073
2.01% to 3.00%		27,804		9,389		8,026		8,038		2,483		55,790
3.01% to 4.00%		1,627		1,407		2,610		647		699		6,990
5.01% to 6.00%		1,850		4,517		5,381		281		219		12,247
Total	$	100,708	$	97,862	$	43,299	$	9,831	$	3,400	$	255,100

EXHIBIT I-13

Alliance Bancorp, Inc.
Borrowings Activity

Exhibit I-13
Alliance Bancorp, Inc.
Borrowings Activity

	At or for the Six
	Months Ended
	June 30,			At or for the Year Ended December 31,
	2010			2009			2008			2007
	(Dollars in Thousands)
FHLB of Pittsburgh advances:
Average balance outstanding	$	24,193		$	34,767		$	37,000		$	37,153
Maximum amount outstanding at any month-end during the period		32,000			37,000			37,100			37,170
Balance outstanding at end of period		5,000			32,000			37,000			37,000
Weighted average interest rate during the period		6.20	%		6.39	%		6.30	%		6.37	%
Weighted average interest rate at end of period		6.10	%		6.31	%		6.30	%		6.30	%
Total borrowings:
Average balance outstanding	$	25,369		$	34,811		$	37,815		$	37,356
Maximum amount outstanding at any month-end during the period		35,238			37,082			39,812			38,975
Balance outstanding at end of period		13,112			32,021			37,198			37,042
Weighted average interest rate during the period		6.20	%		6.38	%		6.27	%		6.37	%
Weighted average interest rate at end of period		6.10	%		6.31	%		6.30	%		6.34	%

EXHIBIT II-1

Branch Office Detail

Exhibit II-1
Alliance Bancorp, Inc.
Branch Office Detail

		Net Book
		Value of
		Premises and		Amount of
Description/Address	Leased/Owned	Fixed Assets		Deposits
		(In Thousands)
MAIN OFFICE
Lawrence Park 541 Lawrence Road Broomall. PA 19008	Owned	$	1,368	$	82,855
BRANCH OFFICES
Upper Darby 69th and Walnut Sts Upper Darby. PA 19082	Leased (1)		226		41,410
Secane 925 Providence Road Secane. PA 19018	Leased (2)		125		63,999
Newtown Square 252 & West Chester Pike New town Square. PA 19073	Leased (3)		21		32,721
Havertown 500 E. Township Line Road Havertown. PA 19083	Leased (4)		87		53,740
Lansdowne 9 E. Baltimore Pike Lansdowne. PA 19050	Owned		208		25,368
Springfield 153 Saxer Avenue Springfield. PA 19064	Leased (5)		402		42,428
Shoppes at Britton Lake 979 Baltimore Pike Glen Mills. PA 19342	Leased (6)		106		27,323
Paoli Shopping Center 82 E. Lancaster Ave. Paoli. PA 19301	Leased (7)		29		11,366

(1)	The lease expires in February 2017 with two successive options to extend the lease for five years each.
(2)	The lease expires in April 2011 with one remaining option to extend the lease for ten years. We currently intend to exercise this option.
(3)	The building is owned but the ground is leased. The lease expires in June 2011 with one remaining.

EXHIBIT II-2

Historical Interest Rates

Exhibit II-2

Historical Interest Rates(1)

	Prime			90 Day			One Year			10 Year
Year/Qtr. Ended	Rate			T-Bill			T-Bill			T-Bond
2000: Quarter 1		9.00	%		5.88	%		6.28	%		6.03	%
Quarter 2		9.50	%		5.88	%		6.08	%		6.03	%
Quarter 3		9.50	%		6.23	%		6.07	%		5.80	%
Quarter 4		9.50	%		5.89	%		5.32	%		5.12	%
2001: Quarter 1		8.00	%		4.30	%		4.09	%		4.93	%
Quarter 2		6.75	%		3.65	%		3.72	%		5.42	%
Quarter 3		6.00	%		2.40	%		2.49	%		4.60	%
Quarter 4		4.75	%		1.74	%		2.17	%		5.07	%
2002: Quarter 1		4.75	%		1.79	%		2.70	%		5.42	%
Quarter 2		4.75	%		1.70	%		2.06	%		4.86	%
Quarter 3		4.75	%		1.57	%		1.53	%		3.63	%
Quarter 4		4.25	%		1.22	%		1.32	%		3.83	%
2003: Quarter 1		4.25	%		1.14	%		1.19	%		3.83	%
Quarter 2		4.00	%		0.90	%		1.09	%		3.54	%
Quarter 3		4.00	%		0.95	%		1.15	%		3.96	%
Quarter 4		4.00	%		0.95	%		1.26	%		4.27	%
2004: Quarter 1		4.00	%		0.95	%		1.20	%		3.86	%
Quarter 2		4.00	%		1.33	%		2.09	%		4.62	%
Quarter 3		4.75	%		1.70	%		2.16	%		4.12	%
Quarter 4		5.25	%		2.22	%		2.75	%		4.24	%
2005: Quarter 1		5.75	%		2.80	%		3.43	%		4.51	%
Quarter 2		6.00	%		3.12	%		3.51	%		3.98	%
Quarter 3		6.75	%		3.55	%		4.01	%		4.34	%
Quarter 4		7.25	%		4.08	%		4.38	%		4.39	%
2006: Quarter 1		7.75	%		4.63	%		4.82	%		4.86	%
Quarter 2		8.25	%		5.01	%		5.21	%		5.15	%
Quarter 3		8.25	%		4.88	%		4.91	%		4.64	%
Quarter 4		8.25	%		5.02	%		5.00	%		4.71	%
2007: Quarter 1		8.25	%		5.04	%		4.90	%		4.65	%
Quarter 2		8.25	%		4.82	%		4.91	%		5.03	%
Quarter 3		7.75	%		3.82	%		4.05	%		4.59	%
Quarter 4		7.25	%		3.36	%		3.34	%		3.91	%
2008: Quarter 1		5.25	%		1.38	%		1.55	%		3.45	%
Quarter 2		5.00	%		1.90	%		2.36	%		3.99	%
Quarter 3		5.00	%		0.92	%		1.78	%		3.85	%
Quarter 4		3.25	%		0.11	%		0.37	%		2.25	%
2009: Quarter 1		3.25	%		0.21	%		0.57	%		2.71	%
Quarter 2		3.25	%		0.19	%		0.56	%		3.53	%
Quarter 3		3.25	%		0.14	%		0.40	%		3.31	%
Quarter 4		3.25	%		0.06	%		0.47	%		3.85	%
2010: Quarter 1		3.25	%		0.16	%		0.41	%		3.84	%
Quarter 2		3.25	%		0.18	%		0.32	%		2.97	%
As of Aug. 20, 2010		3.25	%		0.15	%		0.26	%		2.62	%

(1) End of period data.

Sources: Federal Reserve and The Wall Street Journal.

EXHIBIT III-1

General Characteristics of Publicly-Traded Institutions

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Characteristics of Publicly-Traded Thrifts
August 20, 2010

			Primary	Operating	Total					Fiscal		Conv.		Stock		Market
Ticker	Financial Institution	Exchg.	Market	Strat(1)	Assets(2)			Offices		Year		Date		Price		Value
						($Mil)								($)		($Mil)
California Companies
BOFI	Bofi Holding, Inc. Of CA (3)	NASDAQ	San Diego, CA	Thrift		1,421			1		06-30		03/05		11.62		118
PROV	Provident Fin. Holdings of CA (3)	NASDAQ	Riverside, CA	M.B.		1,399			14		06-30		06/96		5.33		61
FPTB	First PacTrust Bancorp of CA (3)	NASDAQ	Chula vista, CA	Thrift		904	M		9		12-31		08/02		9.60		41
KFBD	K-Fed Bancorp MHC of CA (33.3)	NASDAQ	Covina, CA	Thrift		893	M		9		06-30		03/04		7.42		99
BYFC	Broadway Financial Corp. of CA (3)	NASDAQ	Los Angeles, CA	Thrift		552			5		12-31		01/96		2.94		5
Florida Companies
BBX	BankAtlantic Bancorp Inc of FL (3)	NYSE	FortLauderdaleFL	M.B.		4,656			101		12-31		11/83		1.36		73
FCFL	First Community Bk Corp of FL (3)	NASDAQ	Pinellas Park FL	Thrift		516			11		12-31		05/03		1.42		8
Mid-Atlantic Companies
HCBK	Hudson City Bancorp, Inc of NJ (3)	NASDAQ	Paramus, NJ	Thrift		60,934			131		12-31		06/05		11.96		6,298
NYB	New York Community Bcrp of NY (3)	NYSE	Westbury, NY	Thrift		42,009			282		12-31		11/93		16.05		6,990
AF	Astoria Financial Corp. of NY (3)	NYSE	Lake Success, NY	Thrift		19 670			85		12-31		11/93		12.20		1,194
ISBC	Investors Bcrp MHC of NJ(43.6)	NASDAQ	Short Hills, NJ	Thrift		8,866			68		06-30		10/05		11.16		1,282
NWBI	Northwest Bancshares Inc of PA (3)	NASDAQ	Warren, PA	Thrift		8,136			173		06-30		12/09		10.96		1,214
PFS	Provident Fin. Serv. Inc of NJ (3)	NYSE	Jersey City, NJ	Thrift		6,797	M		82		12-31		01/03		11.78		706
BNCL	Beneficial Mut MHC of PA(44.1)	NASDAQ	Philadelphia, PA	Thrift		4,877			68		12-31		07/07		8.63		705
FFIC	Flushing Fin. Corp. of NY (3)	NASDAQ	Lake Success, NY	Thrift		4,252			19		12-31		11/95		11.58		362
DCOM	Dime Community Bancshars of NY (3)	NASDAQ	Brooklyn, NY	Thrift		4,148			23		12-31		06/96		12.56		434
TRST	TrustCo Bank Corp NY of NY (3)	NASDAQ	Glenville, NY	Thrift		3,829			129		12-31		/		5.46		420
WSFS	WSFS Financial Corp. of DE (3)	NASDAQ	Wilmington, DE	Div.		3,792			37		12-31		11/86		37.00		263
PBNY	Provident NY Bncrp, Inc. of NY (3)	NASDAQ	Montebello, NY	Thrift		2,964			35		09-30		01/04		8.07		312
ORIT	Oritani Financial Corp of NJ (3)	NASDAQ	Twneship of WA NJ	Thrift		2,444	P		23		06-30		06/10		9.43		530
KRNY	Kearny Fin Cp MHC of NJ (26.0)	NASDAQ	Fairfield, NJ	Thrift		2,252	M		27		06-30		02/05		8.87		606
OCFC	OceanFirst Fin. Corp of NJ (3)	NASDAQ	Toms River, NJ	Thrift		2,220			23		12-31		07/96		11.86		223
NFBK	Northfield Bcp MHC of NY(43.6)	NASDAQ	Avenel, NY	Thrift		2,208			18		12-31		11/07		11.00		479
ESBF	ESB Financial Corp. of PA (3)	NASDAQ	Ellwood City, PA	Thrift		1,948			24		12-31		06/90		12.20		147
PVSA	Parkvale Financial Corp of PA (3)	NASDAQ	Monroeville, PA	Thrift		1,842			48		06-30		07/87		7.11		39
ROMA	Roma Fin Corp MHC of NJ (26.9)	NASDAQ	Robbinsville, NJ	Thrift		1,457			15		12-31		07/06		10.51		324
ABBC	Abington Bancorp, Inc. of PA (3)	NASDAQ	Jenkintown, PA	Thrift		1,268			12		12-31		06/07		9.84		200
FXCB	Fox Chase Bancorp, Inc. of PA (3)	NASDAQ	Hatboro, PA	Thrift		1,233	P		12		12-31		06/10		9.35		136
CSBK	Clifton Svg Bp MHC of NJ(36.4)	NASDAQ	Clifton, NJ	Thrift		1,114			11		03-31		03/04		8.33		218
CBNJ	Cape Bancorp, Inc. of NJ (3)	NASDAQ	Cape My Ct Hs,NJ	Thrift		1,072			18		12-31		02/08		7.58		101
BFBD	Beacon Federal Bancorp of NY (3)	NASDAQ	East Syracuse NY	Thrift		1,072			8		12-31		10/07		9.80		64
ESSA	ESSA Bancorp, Inc. of PA (3)	NASDAQ	Stroudsburg, PA	Thrift		1,067			14		09-30		04/07		10.92		148
SVBI	Severn Bancorp, Inc. of MD (3)	NASDAQ	Annapolis, MD	Thrift		971	M		4		12-31		/		4.37		44
HARL	Harleysville Svgs Fin Cp of PA (3)	NASDAQ	Harleysville, PA	Thrift		844	M		7		09-30		08/87		15.42		57
CAKV	Carver Bancorp, Inc. of NY (3)	NASDAQ	New York, NY	Thrift		808	M		9		03-31		10/94		5.34		13
OSHC	Ocean Shore Holding Co. of NJ (3)	NASDAQ	Ocean City. NJ	Thrift		799			10		12-31		12/09		10.38		76
THRD	TF Fin. Corp. of New town PA (3)	NASDAQ	New town, PA	Thrift		721			14		12-31		07/94		22.49		60
FSBI	Fidelity Bancorp, Inc. of PA (3)	NASDAQ	Pittsburgh, PA	Thrift		708			14		09-30		06/88		5.08		15
MLVF	Malvern Fed Bncp MHC PA(44.6)	NASDAQ	Paoli, PA	Thrift		695			8		09-30	05/0B			8.20		50
ONFC	Oneida Financial Corp. of NY (3)	NASDAQ	Oneida, NY	Thrift		623	P		16		12-31		07/10		7.69		55
BCSB	BCSB Bancorp, Inc. of MD (3)	NASDAQ	Baltimore, MD	Thrift		601	M		18		09-30		04/08		9.75		30
COBK	Colonial Financial Serv. of NJ (3)	NASDAQ	Bridgeton, NJ	Thrift		587	P		9		12-31		07/10		9.80		41
MGYR	Magyar Bancorp MHC of NJ(44.7)	NASDAQ	Nw Brunswick, NJ	Thrift		551	M		5		09-30		01/06		3.89		22
BFSB	Brooklyn Fed MHC of NY (28.2)	NASDAQ	Brooklyn, NY	Thrift		528	M		5		09-30		04/05		4.16		54
NECB	NE Comm Bncrp MHC of NY (45.0)	NASDAQ	White Plains, NY	Thrift		517	M		8		12-31		07/06		5.89		78
PBIP	Prudential Bncp MHC PA (29.3)	NASDAQ	Philadelphia, PA	Thrift		508	M		7		09-30		03/05		7.05		71
ESBK	Elaira Svgs Bank, FSB of NY (3)	NASDAQ	Elmira, NY	Thrift		499	M		10		12-31		03/85		15.35		30
GCBC	Green Co Bcrp MHC of NY (44.1)	NASDAQ	Catskill, NY	Thrift		495			13		06-30		12/98		16.40		68
ALLB	Alliance Bank MHC of PA (40.7)	NASDAQ	Broomall, PA	Thrift		469	M		9		12-31		01/07		7.99		54
WSB	WSB Holdings, Inc. of Bowie MD (3)	NASDAQ	Bowie, MD	Thrift		438	M		5		12-31		08/88		2.50		20
LSBK	Lake Shore Bnp MHC of NY(40.2)	NASDAQ	Dunkirk, NY	Thrift		431	M		9		12-31		04/06		8.25		50
PBHC	Pathfinder BC MHC of NY (36.3)	NASDAQ	Oswego, NY	Thrift		387	M		14		12-31		11/95		6.30		16
OBAF	OBA Financial Serv. Inc of MD (3)	NASDAQ	Germantown, MD	Thrift		379	M		5		06-30		01/10		11.12		51

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Characteristics of Publicly-Traded Thrifts
August 20, 2010

			Primary	Operating	Total					Fiscal		Conv.		Stock		Market
Ticker	Financial Institution	Exchg.	Market	Strat(1)	Assets(2)			Offices		Year		Date		Price		Value
					($Mil)									($)		($Mil)
Mid-Atlantic Companies (continued)
WVFC	WVS Financial Corp. of PA (3)	NASDAQ	Pittsburgh, PA	Thrift		376	M		6		06-30		11/93		11.50		24
MSBF	MSB Fin Corp MHC of NJ (40.9)	NASDAQ	Millington, NJ	Thrift		362	M		5		06-30		01/07		7.26		38
FFCO	FedFirst Fin MHC of PA (42.5)	NASDAQ	Monessen, PA	Thrift		349	M		9		12-31		04/05		4.70		30
ROME	Rome Bancorp, Inc. of Rome NY (3)	NASDAQ	Rome, NY	Thrift		330			5		12-31		03/05		9.32		63
CMSB	CMS Bancorp Inc of W Plains NY (3)	NASDAQ	White Plains, NY	Thrift		243			6		09-30		04/07		10.50		20
Mid-West Companies
FBC	Flagstar Bancorp, Inc. of MI (3)	NYSE	Troy, MI	Thrift		14,333	M		176		12-31		04/97		2.62		402
TFSL	TFS Fin Corp MHC of OH (26.3)	NASDAQ	Cleveland, OH	Thrift		10,939			38		09-30		04/07		9.23		2,846
CFFN	Capitol Fd Fn MHC of KS (29.5)	NASDAQ	Topeka, KS	Thrift		8,543			45		09-30		04/99		28.68		2,122
ABCW	Anchor BanCorp Wisconsin of WI (3)	NASDAQ	Madison, WI	M.B.		3,999			72		03-31		07/92		0.62		13
BKMU	Bank Mutual Corp of WI (3)	NASDAQ	Milwaukee, WI	Thrift		3,483			79		12-31		10/03		5.54		253
FPFC	First Place Pin. Corp. of OH (3)	NASDAQ	Warren, OH	Thrift		3,154			47		06-30		01/99		3.68		62
UCFC	United Community Fin. of OH (3)	NASDAQ	Youngstown, OH	Thrift		2,280	M		39		12-31		07/98		1.33		41
FDEF	First Defiance Fin. Corp of OH (3)	NASDAQ	Defiance, OH	Thrift		2,039			35		12-31		10/95		10.12		82
WSBF	Waterstone Fin MHC of WI(26.2)	NASDAQ	Wauwatosa, WI	Thrift		1,881			10		12-31		10/05		3.93		123
BFIN	BankFinancial Corp. of IL (3)	NASDAQ	Burr Ridge, IL	Thrift		1,566			18		12-31		06/05		8.67		183
MFSF	MutualFirst Fin. Inc. of IN (3)	NASDAQ	Muncie, IN	Thrift		1,442			33		12-31		12/99		7.20		50
NASB	NASB Fin, Inc. of Grandview MO (3)	NASDAQ	Grandview, MO	Thrift		1,416			9		09-30		09/85		13.85		109
PULB	Fulaski Fin Cp of St. Louis MO (3)	NASDAQ	St. Louis, MO	Thrift		1,388			12		09-30		12/98		6.48		67
HFFC	HF Financial Corp. of SD (3)	NASDAQ	Sioux Falls, SD	Thrift		1,234	M		33		06-30		04/92		9.50		66
HFBC	HopFed Bancorp, Inc. of KY (3)	NASDAQ	Hopkinsville, KY	Thrift		1,106			18		12-31		02/98		9.40		65
CITZ	CFS Bancorp, Inc of Munster IN (3)	NASDAQ	Munster, IN	Thrift		1,095			22		12-31		07/98		4.89		53
HMNF	HMN Financial, Inc. of MN (3)	NASDAQ	Rochester, MN	Thrift		975			17		12-31		06/94		4.32		19
CASH	Meta Financial Group of IA (3)	NASDAQ	Storm Lake, IA	Thrift		961			12		09-30		09/93		35.00		108
PVFC	PVF Capital Corp. of Solon OH (3)	NASDAQ	Solon, OH	R.E.		889	M		17		06-30		12/92		1.98		50
FCLF	First Clover Leaf Fin Cp of IL (3)	NASDAQ	Edwardsville, IL	Thrift		590	M		4		12-31		07/06		5.28		42
CZWI	Citizens Comm Bncorp Inc of WI (3)	NASDAQ	Eau Claire, WI	Thrift		576			27		09-30		11/06		4.30		22
FSFG	First Savings Fin. Grp. of IN (3)	NASDAQ	Clarksville, IN	Thrift		494	M		7		09-30		12/08		13.40		32
FCAP	First Capital, Inc. of IN (3)	NASDAQ	Corydon, IN	Thrift		458			13		12-31		01/99		15.12		42
FFFD	North Central Bancshares of IA (3)	NASDAQ	Fort Dodge, IA	Thrift		452			11		12-31		03/96		13.85		19
UCBA	United Comm Bncp MHC IN (40.7)	NASDAQ	Lawrenceburg, IN	Thrift		441	M		6		06-30		03/06		7.21		57
LPSB	LaPorte Bancrp MHC of IN(45.0)	NASDAQ	La Porte, IN	Thrift		419	M		8		12-31		10/07		7.03		32
WAYN	Wayne Savings Bancshares of OH (3)	NASDAQ	Wooster, OH	Thrift		407			11		03-31		01/03		8.00		24
RIVR	River Valley Bancorp of IN (3)	NASDAQ	Madison, IN	Thrift		3 97	M		9		12-31		12/96		14.61		22
LSBI	LSB Fin. Corp. of Lafayette IN (3)	NASDAQ	Lafayette, IN	Thrift		372	M		5		12-31		02/95		9.71		15
CHEV	Cheviot Fin Cp MHC of OH (38.5)	NASDAQ	Cincinnati, OH	Thrift		351			6		12-31		01/04		8.35		74
JXSB	Jacksonville Bancorp Inc of IL (3)	NASDAQ	Jacksonville, IL	Thrift		298	P		7		12-31		07/10		10.12		19
FFHS	First Franklin Corp. of OH (3)	NASDAQ	Cincinnati, OH	Thrift		289	M		8		12-31		01/88		7.03		12
CFBK	Central Federal Corp. of OH (3)	NASDAQ	Fairlawn, OH	Thrift		288	M		4		12-31		12/98		1.10		5
KFFB	KY Fst Fed Bp MHC of KY (39.8)	NASDAQ	Haiard, KY	Thrift		238	M		4		06-30		03/05		9.60		75
FFNM	First Fed of N. Michigan of MI (3)	NASDAQ	Alpena, MI	Thrift		227			8		12-31		04/05		2.42		7
FBSI	First Bancshares, Inc. of MO (3)	NASDAQ	Mntn Grove, MO	Thrift		214	M		11		06-30		12/93		8.75		14
PFED	Park Bancorp of Chicago IL (3)	NASDAQ	Chicago, IL	Thrift		213	M		5		12-31		08/96		4.26		5
FFDF	FFD Financial Corp of Dover OH (3)	NASDAQ	Dover, OH	Thrift		199	M		5		06-30		04/96		14.50		15
New England Companies
PBCT	Peoples United Financial of CT (3)	NASDAQ	Bridgeport, CT	Div.		21,952			293		12-31		04/07		13.24		4,868
NAL	NewAlliance Bancshares of CT (3)	NYSJS	New Haven, CT	Thrift		8,712			88		12-31		04/04		12.97		1,363
BHLB	Berkshire Hills Bancorp of MA (3)	NASDAQ	Pittsfield, MA	Thrift		2,747			43		12-31		06/00		18.38		258
BRKL	Brookline Bancorp, Inc. of MA (3)	NASDAQ	Brookline, MA	Thrift		2,660			18		12-31		07/02		9.22		544
DNBK	Danvers Bancorp, Inc. of MA (3)	NASDAQ	Danvers, MA	Thrift		2,529			26		12-31		01/08		15.53		332
EBSB	Meridian Fn Serv MHC MA (41.8)	NASDAQ	Bast Boston, MA	Thrift		1,728			25		12-31		01/08		10.95		246
RCKB	Rockville Fin MHC of CT (43.3)	NASDAQ	Vrn Rockville CT	Thrift		1,602			21		12-31		05/05		10.90		205
UBNK	United Financial Bncrp of MA (3)	NASDAQ	W Springfield MA	Thrift		1,545			24		12-31		12/07		13.76		225
WFD	Westfield Fin. Inc. of MA (3)	NASDAQ	Westfield, MA	Thrift		1,235			11		12-31		01/07		7.48		219
HIFS	Hingham Inst. for Sav. of MA (3)	NASDAQ	Hingham, MA	Thrift		972			10		12-31		12/88		35.09		75
LEGC	Legacy Bancorp, Inc. of MA (3)	NASDAQ	Pittsfield, MA	Thrift		956			20		12-31		10/05		8.26		72
NHTB	NH Thrift Bancshares of NH (3)	NASDAQ	Newport, NH	Thrift		939	M		27		12-31		05/86		10.20		59

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Characteristics of Publicly-Traded Thrifts
August 20, 2010

			Primary	Operating	Total					Fiscal		Conv-		Stock		Market
Ticker	Financial Institution	Exchg.	Market	Strat(1)	Assets(2)			Offices		Year		Date		Price		Value
					($Mil)									($)		($Mil)
New England Companies (continued)
SIFI	SI Fin Gp Inc MHC of CT (38.2)	NASDAQ	Willimantic, CT	Thrift		889			21		12-31		10/04		6.60		78
LSBX	LSB Corp of No. Andover MA (3)	NASDAQ	North Andover, MA	Thrift		807	M		8		12-31		05/86		20.71		93
HBNK	Hampden Bancorp, Inc. of MA (3)	NASDAQ	Springfield, MA	Thrift		578	M		9		06-30		01/07		10.02		72
NVSL	Naug Vlly Fin MHC of CT (40.4)	NASDAQ	Naugatuck, CT	Thrift		564	M		10		12-31		10/04		6.05		42
CBNK	Chicopee Bancorp, Inc. of MA (3)	NASDAQ	Chicopee, MA	Thrift		557			8		12-31		07/06		11.26		71
PEOP	Peoples Fed Bancshrs Inc of MA (3)	NASDAQ	Brighton, MA	Thrift		546	P		6		09-30		07/10		10.37		74
CEBK	Central Bncrp of Somerville MA (3)	NASDAQ	Somerville, MA	Thrift		542	M		9		03-31		10/86		10.87		18
PSBH	PSB Hldgs Inc MHC of CT (42.9)	NASDAQ	Putnam, CT	Thrift		495	M		8		06-30		10/04		4.30		28
NFSB	Newport Bancorp, Inc. of RI (3)	NASDAQ	Newport, RI	Thrift		450			6		12-31		07/06		11.88		43
MFLR	Mayflower Bancorp, Inc. of MA (3)	NASDAQ	Middleboro, MA	Thrift		256	M		7		04-30		12/87		8.15		17
North-West Companies
WFSL	Washington Federal, Inc. of WA (3)	NASDAQ	Seattle, WA	Thrift		13,803	M		172		09-30		11/82		14.98		1,685
FFNW	First Fin NW, Inc of Renton WA (3)	NASDAQ	Renton, WA	Thrift		1,307			1		12-31		10/07		4.20		79
RVSB	Riverview Bancorp, Inc. of WA (3)	NASDAQ	Vancouver, WA	Thrift		863			18		03-31		10/97		1.98		22
TSBK	Timberland Bancorp, Inc. of WA (3)	NASDAQ	Hoquiam, WA	Thrift		732			22		09-30		01/98		3.95		28
South-East Companies
SUPR	Superior Bancorp of AL (3)	NASDAQ	Birmingham, AL	Thrift		3,594	M		73		12-31		12/98		1.32		17
FFCH	First Fin. Holdings Inc. of SC (3)	NASDAQ	Charleston, SC	Thrift		3,324			65		09-30		11/83		10.06		166
CSBC	Citizens South Bnkg Corp of NC (3)	NASDAQ	Gastonia, NC	Thrift		1,077			15		12-31		10/02		5,72		63
ACFC	Atl Cst Fed Cp of GA MHC (34.9)	NASDAQ	Waycross, GA	Thrift		915	M		11		12-31		10/04		2.30		31
TSH	Teche Hlding Cp of N Iberia LA (3)	AMEX	New Iberia, LA	Thrift		765			20		09-30		04/95		28.75		60
HBCP	Home Bancorp Inc. Lafayette LA (3)	NASDAQ	Lafayette, LA	Thrift		709			11		12-31		10/08		13.00		110
FFBH	First Fed. Bancshares of AR (3)	NASDAQ	Harrison, AR	Thrift		678			20		12-31		05/96		1.67		8
JFBI	Jefferson Bancshares Inc of TN (3)	NASDAQ	Morristown, TN	Thrift		661	M		12		06-30		07/03		3.39		23
HBOS	Heritage Fn Gp MHC of GA (24.3)	NASDAQ	Albany, GA	Thrift		574	M		10		12-31		06/05		9.21		96
CFFC	Community Fin. Corp. of VA (3)	NASDAQ	Staunton, VA	Thrift		547	M		11		03-31		03/88		4.19		18
FABK	First Advantage Bancorp of TN (3)	NASDAQ	Clarksville, TN	Thrift		345			5		12-31		11/07		10.72		45
LABC	Louisiana Bancorp, Inc. of LA (3)	NASDAQ	Metairie, LA	Thrift		328			3		12-31		07/07		14.80		62
AFCB	Athens Bancshares, Inc. of TN (3)	NASDAQ	Athens, TN	Thrift		275	M		7		12-31		01/10		11.02		31
GSLA	GS Financial Corp. of LA (3)	NASDAQ	Metairie, LA	Thrift		274			6		12-31		04/97		11.10		14
South - West Companies
VPFG	ViewPoint Financal Group of TX (3)	NASDAQ	Plano, TX	Thrift		2,642	P		24		12-31		07/10		9.31		325
OABC	OmniAmerican Bancorp Inc of TX (3)	NASDAQ	Fort Worth, TX	Thrift		1,130			16		12-31		01/10		11.25		134
Western Companies (Excl CA)
UWBK	United Western Bncp, Inc of CO (3)	NASDAQ	Denver, CO	Thrift		2,221			8		12-31		10/96		0.52		15
TBNK	Territorial Bancorp, Inc of HI (3)	NASDAQ	Honolulu, HI	Thrift		1,447			25		12-31		07/09		17.37		212
HOME	Home Federal Bancorp Inc of ID (3)	NASDAQ	Nampa, ID	Thrift		869			24		09-30		12/07		12.47		208
EBMT	Eagle Bancorp Montanta of MT (3)	NASDAQ	Helena, MT	Thrift		326	P		6		06-30		04/10		9.32		38

Other Areas

NOTES:	(1	)	Operating strategies are: Thrift-Traditional Thrift, M.B.-Mortgage Banker, R.E.-Real Estate Developer, Div.-Diversified, and Ret.-Retail Banking.
	(2	)	Most recent quarter end available (E-Estimated, and P-Pro Forma)

Source: SNL Financial, LC.

Date of Last Update: 08/20/10

EXHIBIT III-2

Publicly-Traded Mid-Atlantic Thrifts

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit III-2
Market Pricing Comparatives
Prices As of August 20, 2010

		Market				Per Share Data
		Capitalization				Core		Book												Dividends(4)						Financial Characteristics(6)
		Price/		Market		12-Mth		Value/		Pricing Ratios(3)										Amount/				Payout		Total		Equity/		Tng Eq/		NPAs/		Reported				Core
Financial Institution		Share(1)		Value		EPS(2)		Share		P/E		P/B		P/A		P/TB		P/CORE		Share		Yield		Ratio(5)		Assets		Assets		Assets		Assets		ROA		ROE		ROA		ROE
		($)		($Mil)		($)		($)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
Alliance Bank MHC of PA (40.7)			7.99		21.78		0.19		7.21		NM		110.82		11.40		110.82		NM		0.12		1.50		70.59		469		10.28		10.28		NA		0.25		2.35		0.28		2.63
All Public Companies			9.64		278.43		-0.12		12.76		18.97		77.06		9.27		84.79		18.97		0.23		1.99		30.49		2,696		11.43		10.67		4.25		-0.08		0.33		-0.13		-0.47
Special Selection Grouping (8)			10.19		444.36		0.25		11.92		18.30		89.69		10.49		99.91		19.05		0.28		2.52		43.61		4,146		11.43		10.62		3,97		0.24		2.41		0.26		2.56
State of PA			10.48		172.65		0.12		12.89		21.77		85.69		9.70		92.68		22.63		0.29		2.50		46.62		1,764		10.77		10.15		2.63		0.15		1.23		0.18		1.74
Comparable Group
Special Comparative Group (8)
ABBC	Abington Bancorp, Inc. of PA		9.84		200.29		-0.26		10.44		NM		94.25		15.79		94.25		NM		0.20		2.03		NM		1,268		16.76		16.76		2.78		-0.43		-2.43		-0.43		-2.43
ALLB	Alliance Bank MHC of PA (40.7)		7.99		21.78		0.19		7.21		NM		110.82		11.40		110.82		NM		0.12		1.50		70.59		469		10.28		10.28		NA		0.25		2.35		0.28		2.63
AF	Astoria Financial Corp. of NY		12.20		1194.28		0.39		12.53		26.52		97.37		6.07		114.66		31.28		0.52		4.26		NM		19,670		6.24		5.35		2.63		0.22		3.72		0.19		3.15
BCSB	BCSB Bancorp, Inc. of MD		9.75		30.43		-0.81		15.71		NM		62.06		5.07		62.18		NM		0.00		0.00		NM		601		9.90		9.89		2.23		-0.39		-3.82		-0.43		-4.24
BFED	Beacon Federal Bancorp of NY		9.80		63.91		0.88		16.31		12.41		60.09		5.96		60.09		11.14		0.20		2.04		25.32		1,072		9.92		9.92		NA		0.48		5.06		0.54		5.63
BNCL	Beneficial Mut MHC of PA(44.1)		8.63		311.21		0.28		8.07		27.84		106.94		14.46		132.97		30.82		0.00		0.00		0.00		4,877		13.52		11.17		2.49		0.55		3.96		0.50		3.58
BFSB	Brooklyn Fed MHC of NY (28.2)		4.16		15.11		-0.05		6.21		NM		66.99		10.15		66.99		NM		0.04		0.96		NM		528		15.15		15.15		19.04		-0.54		-3.38		-0.12		-0.77
CMSB	CMS Bancorp Inc of W Plains NY		10.50		19.56		-0.32		11.39		NM		92.19		8.06		92.19		NM		0.00		0.00		NM		243		8.75		8.75		NA		-0.10		-1.15		-0.25		-2.83
CBNJ	Cape Bancorp, Inc. of NJ		7.58		100.92		-1.07		9.83		NM		77.11		9.41		93.70		NM		0.00		0.00		NM		1,072		12.21		10.27		NA		-1.53		-12.61		-1.32		-10.89
CARV	Carver Bancorp, Inc. of NY		5.34		13.26		-0.03		17.25		NM		30.96		1.64		31.12		NM		0.10		1.87		NM		808		7.66		7.63		NA		0.01		0.15		-0.01		-0.12
CSBK	Clifton Svg Bp MHC of NJ(36.4)		8.33		80.02		0.29		6.71		28.72		124.14		19.55		124.14		28.72		0.24		2.88		NM		1.114		15.75		15.75		NA		0.72		4.33		0.72		4.33
COBK	Colonial Financial Serv. of NJ		9.80		40.90		0.71		15.78		20.42		62.10		6.97		62.10		13.80		0.00		0.00		0.00		587		7.46		7.46		NA		0.34		4.58		0.50		6.77
DCOM	Dime Communuity Bancshares of NY		12.56		433.92		1.07		9.11		12.08		137.87		10.46		167.47		11.74		0.56		4.46		53.85		4,148		7.59		6.33		0.50		0.89		12.05		0.92		12.40
ESBF	ESB Financial Corp. of PA		12.20		146.88		1.12		14.41		11.40		84.66		7.54		112.24		10.89		0.40		3.28		37.38		1,948		8.89		6.84		0.30		0.66		7.79		0.69		8.16
ESSA	ESSA Bancorp, Inc. of PA		10.92		147.67		0.32		13.06		30.33		83.61		13.84		83.61		34.13		0.20		1.83		55.56		1,067		16.55		16.55		NA		0.46		2.68		0.41		2.38
ESBK	Elmira Svgs Bank, FSB of NY		15.35		30.07		1.20		19.09		6.42		80.41		6.03		124.80		12.79		0.80		5.21		33.47		499		11.28		8.84		NA		0.92		8.54		0.46		4.29
FFCO	FedFirst Fin MHC of PA (42.5)(7)		4.70		12.64		0.11		6.82		NM		68.91		8.51		71.32		NM		0.00		0.00		0.00		349		12.37		12.00		NA		0.18		1.52		0.20		1.67
FSBI	Fidelity Bancorp, Inc. of PA		5.08		15.49		-0.43		13.62		NM		37.30		2.19		39.87		NM		0.08		1.57		NM		708		6.82		6.47		2.30		-0.45		-6.78		-0.18		-2.72
FFIC	Flushing Fin. Corp. of NY		11.58		361.74		0.96		12.15		13.31		95.31		8.51		100.00		12.06		0.52		4.49		59.77		4,252		8.93		8.54		2.80		0.65		7.40		0.72		8.16
FXCB	Fox Chase Bancorp, Inc. of PA		9.35		136.01		-0.08		13.88		NM		67.36		11.03		67.36		NM		0.00		0.00		NM		1,233		10.86		10.86		NA		-0.09		-0.87		-0.09		-0.87
GCBC	Green Co Bcrp MHC of NY (44.1)		16.40		29.75		1.19		10.80		13.78		151.85		13.64		151.85		13.78		0.70		4.27		58.82		495		8.98		8.98		NA		1.03		11.53		1.03		11.53
HARL	Harleysville Svgs Fin Cp of PA		15.42		56.65		1.30		14.08		12.54		109.52		6.71		109.52		11.86		0.76		4.93		61.79		844		6.13		6.13		NA		0.54		8.99		0.57		9.50
HCBK	Hudson City Bancorp, Inc of NJ		11.96		6298.27		0.99		10.53		11.18		113.58		10.34		116.91		12.08		0.60		5.02		56.07		60,934		9.10		8.86		NA		0.94		10.55		0.87		9.76
ISBC	Investors Bcrp MHC of NJ(43.6)		11.16		558.55		0.40		7.74		24.80		144.19		14.46		148.40		27.90		0.00		0.00		0.00		8,866		10.03		9.77		NA		0.61		6.06		0.54		5.39
KRNY	Kearny Fin Cp MHC of NJ (26.0)		8.87		158.97		0.10		7.05		NM		125.82		26.92		151.62		NM		0.20		2.25		NM		2,252		21.40		18.43		NA		0.28		1.28		0.31		1.42
LSBK	Lake Shore Bnp MHC of NY(40.2)		8.25		20.20		0.42		9.14		20.12		90.26		11.62		90.26		19.64		0.24		2.91		58.54		431		12.87		12.87		NA		0.59		4.53		0.61		4.64
MSBF	MSB Fin Corp MHC of NJ (40.9)		7.26		15.50		0.10		7.67		NM		94.65		10.47		94.65		NM		0.12		1.65		NM		362		11.06		11.06		NA		0.12		1.03		0.15		1.28
MGYR	Magyar Bancorp MHC of NJ(44.7)		3.89		10.05		-0.55		6.96		NM		55.89		4.08		55.89		NM		0.00		0.00		NM		551		7.31		7.31		NA		-0.41		-5.69		-0.57		-7.82
MLVT	Halvern Fed Bncp MHC PA(44.6)		8.20		22.30		-0.19		11.21		NM		73.15		7.20		73.15		NM		0.12		1.46		NM		695		9.84		9.84		6.03		-0.14		-1.41		-0.17		-1.68
NECB	NE Comm Bncrp MHC of NY (45.0)		5.89		35.05		-0.19		8.15		NM		72.27		15.06		73.53		NM		0.12		2.04		NM		517		20.84		20.56		8.19		-0.52		-2.42		-0.50		-2.30
NYB	New York Community Bcrp of NY		16.05		6989.86		1.46		12.51		13.60		128.30		16.64		239.55		10.99		1.00		6.23		NM		42,009		12.97		7.39		1.95		1.34		10.37		1.65		12.83
NFBK	Northfield Bcp MHC of NY(43.6)(7)		11.00		209.89		0.32		9.18		32.35		119.83		21.69		124.86		34.38		0.20		1.82		58.82		2,208		18.10		17.50		2.88		0.73		3.75		0.68		3.53
NWBI	Northwest Bancshares Inc of PA		10.96		1214.09		0.48		11.83		28.84		92.65		14.92		107.03		22.83		0.40		3.65		NM		8,136		16.11		14.25		1.87		0.55		4.03		0.69		5.10
OBAF	OBA Financial Serv. Inc of MD		11.12		51.47		0.11		17.27		NM		64.39		13.60		64.39		NM		0.00		0.00		NM		379		21.12		21.12		NA		-0.26		-1.79		0.12		0.86
OSHC	Ocean Shore Holding Co. of NJ		10.38		75.86		0.71		13.66		14.62		75.99		9.50		75.99		14.62		0.24		2.31		33.80		799		12.50		12.50		NA		0.68		6.05		0.68		6.05
OCFC	OceanFirst Fin. Corp of NJ		11.86		223.24		0.75		10.35		14.64		114.59		10.06		114.59		15.81		0.48		4.05		59.26		2,220		8.78		8.78		NA		0.75		8.53		0.69		7.89
ONFC	Oneida Financial Corp. of NY		7.69		55.10		0.53		11.69		14.79		65.78		8.85		93.55		14.51		0.53		6.89		NM		623		8.74		5.11		NA		0.60		6.84		0.61		6.97
ORIT	Oritani Financial Corp of NJ		9.43		529.98		0.26		11.18		34.93		84.35		21.68		84.35		36.27		0.30		3.18		NM		2,444		15.77		15.77		NA		0.62		3.94		0.60		3.79
PVSA	Parkvale Financial Corp of PA		7.11		39.31		-3.02		15.77		NM		45.09		2.13		67.01		NM		0.20		2.81		NM		1,842		6.46		4.99		NA		-0.96		-12.53		-0.88		-11.58
PBHC	Pathfinder BC MHC of NY (36.3)		6.30		5.68		0.60		9.65		9.55		65.28		4.05		77.68		10.50		0.12		1.90		18.18		387		7.79		6.86		NA		0.45		6.42		0.41		5.84
PFS	Provident Fin. Serv. Inc of NJ		11.78		705.90		0.57		14.92		21.42		78.95		10.39		131.03		20.67		0.44		3.74		NM		6,797		13.15		8.36		1.44		0.49		3.74		0.51		3.87
PBNY	Provident NY Bncrp, Inc. of NY		8.07		311.73		0.41		11.11		15.52		72.64		10.52		117.98		19.68		0.24		2.97		46.15		2,964		14.48		9.44		1.11		0.68		4.74		0.54		3.73
PBIP	Prudential Bncp MHC PA (29.3)		7.05		21.37		0.23		5.40		NM		130.56		13.91		130.56		30.65		0.20		2.84		NM		508		10.66		10.66		NA		0.33		2.99		0.45		4.05
ROMA	Roma Fin Corp MHC of NJ (26.9)		10.51		87.46		0.19		7.03		NM		149.50		22.21		149.93		NM		0.32		3.04		NM		1,457		14.98		14.94		NA		0.32		1.99		0.44		2.70
ROME	Rome Bancorp, Inc. of Rome NY		9.32		63.17		0.50		9.04		17.58		103.10		19.17		103.10		18.64		0.36		3.86		67.92		330		18.59		18.59		NA		1.08		5.94		1.02		5.61
SVBI	Severn Bancorp, Inc. of MD		4.37		43.99		-1.60		7.82		NM		55.88		4.53		56.10		NM		0.00		0.00		NM		971		10.86		10.82		12.02		-1.47		-12.93		-1.64		-14.47
THRD	TF Fin. Corp. of Newtown PA		22.49		60.39		1.27		27.31		15.30		82.35		8.38		87.78		17.71		0.80		3.56		54.42		721		10.17		9.60		NA		0.55		5.50		0.48		4.75
TRST	TrustCo Bank Corp NY of NY		5.46		419.73		0.37		3.32		13.65		164.46		10.96		164.95		14.76		0.26		4.76		65.00		3,829		6.67		6.65		1.44		0.83		12.46		0.77		11.53
WSB	WSB Holdings, Inc. of Bowie MD		2.50		19.74		-0.48		6.86		NM		36.44		4.51		36.44		NM		0.00		0.00		NM		438		12.36		12.36		NA		-0.88		-7.37		-0.85		-7.08
WSFS	WSFS Financial Corp. of DE		37.00		263.33		0.48		36.90		NM		100.27		6.94		105.65		NM		0.48		1.30		NM		3,792		8.30		7.97		2.30		0.03		0.38		0.09		1.14
WVFC	WVS Financial Corp. of PA		11.50		23.66		0.52		14.13		26.14		81.39		6.28		81.39		22.12		0.64		5.57		NM		376		7.72		7.72		NA		0.23		2.96		0.27		3.50

(1)	Average of High/Low or Bid/Ask price per share.
(2)	EPS (estimate core basis) is based on actual trailing twelve month data, adjusted to omit non-operating items on a tax effected basis.
(3)	P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value and P/CORE = Price to estimated core earnings.
(4)	Indicated twelve month dividend, based on last quarterly dividend declared.
(5)	Indicated dividend as a percent of trailing twelve month estimated core earnings.
(6)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing twelve month earnings and average equity and assets balances.
(7)	Excludes from averages those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

(8)	Includes Mid-Atlantic Companies.
Source:	SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

EXHIBIT III—3

Peer Group Market Area Comparative Analysis

Exhibit III-3
Alliance Bancorp, Inc.
Peer Group Market Area Comparative Analysis

														Per					2010
						Projected								Capita Income					Deposit			Unemployment
		Population				Population		2000-2010			2010-2015			2010		% State			Market			Rate
Institution	County	2000		2010		2015		% Change			% Change			Amount		Average			Share(1)			6/30/2010
		(000)		(000)		(000)
BCSB Bancorp, Inc. of MD	Baltimore		754		791		795		4.9	%		0.5	%		30,669		97.4	%		2.2	%		7.9	%
Central Bancorp of Somerville MA	Middlesex		1,465		1,502		1,528		2.5	%		1.7	%		43,401		126.0	%		0.9	%		7.5	%
Elmira Savings Bank, FSB of NY	Chemung		91		88		86		-3.3	%		-1.8	%		23,052		78.3	%		22.0	%		7.9	%
Harleysville Savings Fin. Corp. of PA	Montgomery		750		786		796		4.8	%		1.3	%		39,859		149.9	%		2.1	%		7.8	%
Mayflower Bancorp, Inc. of MA	Plymouth		473		500		507		5.8	%		1.4	%		32,609		94.6	%		3.1	%		9.4	%
NH Thrift Bancshares of NH	Sullivan		40		43		44		6.4	%		1.2	%		24,979		82.9	%		28.4	%		5.3	%
Newport Bancorp, Inc. of Rl	Newport		85		81		78		-5.7	%		-3.1	%		35,040		129.9	%		11.5	%		9.7	%
Rome Bancorp, Inc. of Rome NY	Oneida		235		232		231		-1.3	%		-0.5	%		23,001		78.1	%		7.2	%		7.0	%
TF Financial Corp. of Newtown PA	Bucks		598		630		634		5.4	%		0.6	%		36,526		137.4	%		1.6	%		8.2	%
WVS Financial Corp. of PA	Allegheny		1,282		1,221		1,192		-4.8	%		-2.4	%		28,283		106.4	%		0.2	%		8.3	%
	Averages:		577		587		589		1.5	%		-0.1	%		31,742		108.1	%		7.9	%		7.9	%
	Medians:		535		565		571		3.6	%		0.5	%		31,639		101.9	%		2.7	%		7.9	%
Alliance Bancorp, Inc.	Delaware		551		558		557		1.3	%		-0.1	%		31,334		117.9	%		3.2	%		9.1	%
	Chester		434		505		534		16.5	%		5.8	%		41,261		155.2	%		0.1	%		7.3	%

(1)	Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2009.
Sources:	SNL Financial LC, FDIC.

EXHIBIT IV-1

Stock Prices:
As of August 20, 2010

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 222011
(703) 528-1700

Exhibit IV-1A
Weekly Thrift Market Line — Part One
Prices As Of August 20, 2010

																			Current Per Share Financials
	Market Capitalization						Price Change Data																		Tangible
			Shares		Market		52 Week (1)						% Change From						Trailing		12 Mo.		Book		Book
	Price/		Outst-		Captial-						Last		Last		52 Wks		MostRcnt		12 Mo.		Core		Value/		Value/		Assets/
Financial Institution	Share(1)		anding		ization(9)		High		Low		Week		Week		Ago(2)		YrEnd(2)		EPS(3)		EPS(3)		Share		Share(4)		Share
	($)		(000)		($Mil)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
Market Averages. All Public Companies (no MHC)
All Public Companies(110)		10.02		29,129		320.1		13.07		8.15		9.99		-0.10		-5.21		3.30		-0.08		-0.19		13.92		12.80		144.89
NYSE Traded Companies(6)		9.50		150,943		1,788.0		13.60		7.20		9.05		3.69		-11.92		-4.06		-0.64		-0.90		10.13		6.93		112.26
AMEX Traded Companies(1)		28.75		2,091		60.1		35.75		26.01		27.98		2.75		-17.65		-9.33		3.46		3.35		35.65		33.89		366.09
NASDAQ Listed OTC Companies(103)		9.86		22,091		234.6		12.82		8.02		9.87		-0.35		-4.68		3.87		-0.08		-0.18		13.93		12.94		144.63
California Companies(4)		7.37		6,895		56.3		12.06		3.82		7.94		-4.82		15.22		34.48		-0.23		-0.60		13.01		13.01		197.86
Florida Companies(2)		1.39		29,689		40.5		4.73		1.28		1.55		-8.68		-68.25		-18.23		-3.17		-3.28		2.51		2.37		90.49
Mid-Atlantic Companies(34)		11.07		48,496		599.4		13.45		8.73		10.91		1.28		2.85		7.58		0.26		0.27		13.67		12.28		149.36
Mid-West Companies(31)		8.57		13,293		63.5		12.37		6.65		8.64		-1.34		-8.68		6.72		-0.23		-0.58		14.29		13.45		160.14
New England Companies(17)		12.92		41,091		519.4		15.27		11.18		12.87		1.55		-1.87		1.58		0.50		0.46		15.52		13.42		136.60
North-West Companies(4)		6.28		37,312		453.3		9.80		5.62		6.35		-0.65		-23.06		-20.27		-0.72		-0.60		10.97		9.58		93.80
South-East Companies(12)		10.40		6,033		54.5		13.57		9.38		10.21		1.27		-13.95		-6.55		-0.68		-0.64		15.70		14.94		144.63
South-Weat Companies(2)		10.28		23.384		229.3		12.54		9.36		10.19		0.85		4.29		1.49		0.12		0.16		13.82		13.81		85.35
Western Companies (Excl CA)(4)		9.92		15,595		118.5		13.73		8.57		9.96		-3.72		-12.86		-20.68		-0.34		-0.24		11.71		11.71		81.47
Thrift Strategy(104)		9.93		25,993		283.6		12.91		8.13		9.90		-0.14		-4.41		2.25		-0.06		-0.16		13.94		12.84		143.79
Mortgage Banker Strategy(3)		3.35		32,664		67.1		7.48		1.79		3.28		1.80		-50.06		48.87		-1.59		-2.13		6.32		6.18		104.51
Real Estate Strategy(1)		1.98		25,402		50.3		4.39		1.58		1.98		0.00		-3.88		2.06		-0.15		-0.34		3.36		3.36		35.00
Diversified Strategy(2)		25.12		187,409		2.565.8		31.58		18.62		25.11		0.08		-1.84		11.82		0.19		0.36		25.81		22.46		296.25
Companies Issuing Dividends(70)		11.90		37,654		464.6		14.90		9.69		11.81		0.92		-1.38		4.15		0.42		0.36		15.11		13.71		160.63
Companies without Dividends(40)		6.61		13,651		57.7		9.76		5.34		6.68		-1.94		-12.17		1.76		-0.99		-1.18		11.77		11.16		116.31
Equity/Assets <6%(14)		3.28		24,260		59.4		7.65		2.76		3.40		-5.32		-43.27		-23.85		-2.84		-2.93		8.30		7.68		174.00
Equity/Assets 6-12%(58)		11.18		20,035		210.4		14.44		8.63		11.18		0.23		0.57		12.41		0.40		0.21		15.50		14.53		179.71
Equity/Assets >12%(38)		10.41		44,308		567.0		12.73		9.12		10.29		1,06		-1.86		-1:79		0.07		0.09		13.34		11.83		83.46
Converted Last 3 Mths (no MHC) (7)		9.44		18,003		168.6		12.00		8.04		9.49		-0.51		0.42		2.21		0.34		0.36		13.86		13.16		94.73
Actively Traded Companies(S)		17.75		33,198		485.9		23.24		14.94		18.69		-3.00		1.46		0.04		1.00		1.07		21.40		19.91		276.70
Market Value Below $20 Million (23)		6.02		4,109		13.4		9.37		4.64		6.07		-2.75		-14.42		-1.98		-1.32		-1.40		12.74		12.54		172.18
Holding Company Structure(105)		9.77		30.207		331.9		12.80		7.95		9.68		0.13		-6.26		3.24		-0.17		-0.26		13.79		12.68		142.32
Assets Over $1 Billion(51)		10.03		57,989		652.2		13.77		8.32		9.94		0.55		-9.66		0.27		-0.14		-0.24		12.74		11.14		126.53
Assets $500 Million-$1 Billion(33)		10.02		6,281		50.1		12.54		7.86		10.07		-1.23		-4.33		2.62		-0.13		-0.19		14.48		13.64		169.24
Assets $250-$500 Million(21)		10.46		3,137		29.9		13.08		8.69		10.50		0.01		2.22		2.86		0.36		0.18		15.74		15.05		150.73
Assets less than $250 Million(5)		8.09		1,700		12.0		9.67		5.91		7.81		0.34		1.55		39.21		-1.13		-1.23		14.37		14.30		144.47
Goodwill Companies(65)		10.44		40,604		483.2		13.62		8.47		10.34		0.26		-5.80		4.56		0.09		-0.01		14.15		12.25		152.52
Non-Goodwill Companies(45)		9.42		12,700		86.6		12.28		7.68		9.49		-0.62		-4.37		1.51		-0.33		-0.44		13.60		13.60		133.97
Acquirers of FSLIC Cases(1)		14.98		112,474		1.684.9		21.65		14.04		15.24		-1.71		4.68		-22.54		0.94		1.32		16.15		13.87		122.72

(1)	Average of high/low or bid/ask price per share.
(2)	Or since offering price if converted or first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized
(3)	EPS (earnings per share) is based on actual trailing twelve month data and is not shown on a pro forma basis.
(4)	Excludes intangibles (such as goodwill, value of core deposits, etc.).
(5)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing twelve month common earnings and average common equity and assets balances.
(6)	Annualized, based on last regular quarterly cash dividend announcement.
(7)	Indicated dividend as a percent of trailing twelve month earnings.
(8)	Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.
(9)	For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares.
*	Parentheses following market averages indicate the number of institutions included in the respective averages. All figures have been adjusted for stock splits, stock dividends, and secondary offerings.

Source: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 222011
(703) 528-1700

Exhibit IV-1A (continued)
Weekly Thrift Market Line — Part One
Prices As Of August 20, 2010

																			Current Per Share Financials
	Market Capitalization						Price Change Data																		Tangible
			Shares		Market		52 Week (1)						% Change From						Trailing		12 Mo.		Book		Book
	Price/		Outst-		Captial-						Last		Last		52 Wks		MostRcnt		12 Mo.		Core		Value/		Value/		Assets/
Financial Institution	Share(1)		anding		ization(9)		High		Low		Week		Week		Ago(2)		YrEnd(2)		EPS(3)		EPS(3)		Share		Share(4)		Share
	($)		(000)		($Mil)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
Market Averages. MHC Institutions
All Public Companies(32)		8.04		32,915		100.2		10.49		6.72		8.07		0.47		-5.07		3.09		0.17		0.18		7.80		7.37		68.49
NASDAQ Listed OTC Companies(32)		8.04		32.915		100.2		10.49		6.72		8.07		0.47		-5.07		3.09		0.17		0.18		7.80		7.37		68.49
Mid-Atlantic Companies(17)		8.19		26,299		92.9		10.92		7.23		8.22		0.42		-13.96		-9.98		0.20		0.20		7.93		7.62		72.40
Mid-west Companies(7)		7.56		61,452		146.3		9.89		5.96		7.58		0.78		0.08		24.17		0.11		0.00		7.42		6.76		52.20
New England Companies(5)		8.19		14,916		58.6		9.77		5.95		8.25		0.23		20.53		20.46		0.13		0.37		7.86		7.35		78.28
Thrift Strategy(32)		8.04		32,915		100.2		10.49		6.72		8.07		0.47		-5.07		3.09		0.17		0.18		7.80		7.37		68.49
Companies Issuing Dividends(22)		8.35		14,547		42.0		10.92		7.18		8.38		0.44		-11.64		-5.27		0.22		0.23		7.89		7.58		67.09
Companies Without Dividends(10)		7.39		71,945		223.9		9.57		5.73		7.40		0.54		8.87		20.85		0.05		0.08		7.60		6.92		71.48
Equity/Assets 6-12%(19)		8.00		17,917		69.0		9.93		6.24		8.06		0.43		4.06		14.13		0.21		0.23		8.18		7.76		86.93
Equity/Assets >12%(13)		8.09		52,003		139.9		11.20		7.34		8.08		0.53		-16.70		-10.97		0.10		0.11		7.32		6.87		45.02
Market value Below $20 Million(1)		6.30		2,485		5.7		8.00		5.11		6.30		0.00		-2.48		12.50		0.66		0.60		9.65		8.11		155.63
Holding Company Structure(29)		8.07		34,204		104.5		10.40		6.71		8.12		0.31		-2.82		4.96		0.16		0.17		7.95		7.49		70.39
Assets Over $1 Billion(11)		9.17		78,087		241.2		12.00		7.98		9.27		-0.12		-9.60		5.46		0.23		0.18		7.29		6.89		57.46
Assets $500 Million-$1 Billion(10)		5.97		9,968		22.3		9.35		4.70		5.78		2.94		-17.03		-14.40		-0.10		-0.10		7.47		7.39		69.24
Assets $250-$500 Million(10)		8.12		5,825		19.0		9.36		6.69		8.20		-0.32		10.14		14.12		0.30		0.39		8.57		8.05		83.26
Assets less than $250 Million(1)		9.60		7,851		30.0		13.82		7.80		9.78		-1.84		-29.57		-12.73		0.00		0.00		7.38		5.50		30.36
Goodwill Companies(19)		8.46		53,219		168.1		10.89		6.92		8.54		-0.44		3.58		5.38		0.20		0.25		7.93		7.11		67.87
Non-Goodwill Companies(13)		7.59		10,918		26.6		10.05		6.50		7.56		1.46		-14.45		0.60		0.13		0.11		7.66		7.66		69.17
MHC Institutions(32)		8.04		32,915		100.2		10.49		6.72		8.07		0.47		-5.07		3.09		0.17		0.18		7.80		7.37		68.49

(1)	Average of high/low or bid/ask price per share.
(2)	Or since offering price if converted or first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized
(3)	EPS (earnings per share) is based on actual trailing twelve month data and is not shown on a pro forma basis.
(4)	Excludes intangibles (such as goodwill, value of core deposits, etc.).
(5)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing twelve month common earnings and average common equity and assets balances.
(6)	Annualized, based on last regular quarterly cash dividend announcement.
(7)	Indicated dividend as a percent of trailing twelve month earnings.
(8)	Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.
(9)	For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares.
*	Parentheses following market averages indicate the number of institutions included in the respective averages. All figures have been adjusted for stock splits, stock dividends, and secondary offerings.

Sources: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 222011
(703) 528-1700

Exhibit IV-1A (continued)
Weekly Thrift Market Line — Part One
Prices As Of August 20, 2010

																				Current Per Share Financials
		Market Capitalization						Price Change Data																		Tangible
				Shares		Market		52 Week (1)						% Change From						Trailing		12 Mo.		Book		Book
		Price/		Outst-		Captial-						Last		Last		52 Wks		MostRcnt		12 Mo.		Core		Value/		Value/		Assets/
Financial Institution		Share(1)		anding		ization(9)		High		Low		Week		Week		Ago(2)		YrEnd(2)		EPS (3)		EPS(3)		Share		Share(4)		Share
		($)		(000)		($Mil)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
NYSE Traded Companies
AF	Astoria Financial Corp. of NY*		12.20		97,892		1,194.3		17.55		9.24		11.65		4.72		10.11		-1.85		0.46		0.39		12.53		10.64		200.94
BBX	BankAtlantic Bancorp Inc of FL*		1.36		53,921		73.3		4.46		1.14		1.34		1.49		-75.41		4.62		-3.28		-3.39		1.43		1.15		86.34
FBC	Flagstar Bancorp, Inc. of MI*		2.62		153,338		401.7		13.80		2.37		2.74		-4.38		-66.41		-56.33		-3.32		-4.97		5.47		5.47		93.47
NYB	New York Community Bcrp of NY*		16.05		435,505		6,989.9		18.20		10.20		16.19		-0.86		48.06		10.61		1.18		1.46		12.51		6.70		96.46
NAL	NewAlliance Bancshares of CT*		12.97		105,080		1,362.9		13.48		10.50		11.09		16.95		6.84		7.99		0.55		0.54		13.93		8.62		82.91
PFS	Provident Fin. Serv. Inc of NJ*		11.78		59,924		705.9		14.10		9.75		11.30		4.25		5.27		10.61		0.55		0.57		14.92		8.99		113.42
AMEX Traded Companies
TSH	Teche Hlding Cp of N Iberia LA*		28.75		2,091		60.1		35.75		26.01		27.98		2.75		-17.65		-9.33		3.46		3.35		35.65		33.89		366.09
NASDAQ Listed OTC Companies
ABBC	Abington Bancorp, Inc. of PA*		9.84		20,355		200.3		10.20		6.28		9.50		3.58		18.55		42.82		-0.26		-0.26		10.44		10.44		62.30
ALLB	Alliance Bank MHC of PA (40.7)		7.99		6,696		21.8		8.89		7.60		8.00		-0.12		-8.69		-4.88		0.17		0.19		7.21		7.21		70.11
ABCW	Anchor BanCorp Wisconsin of WI(8)*		0.62		21,683		13.4		1.55		0.37		0.62		0.00		-56.64		-1.59		-6.12		-6.50		0.15		-0.18		184.43
AFCB	Athens Bancshares, Inc. of TN*		11.02		2,777		30.6		11.85		10.50		11.01		0.09		10.20		10.20		-0.07		-0.09		17.90		17.73		99.15
ACFC	Atl Cst Fed Cp of GA MHC (34.9)(8)		2.30		13,423		10.8		4.25		1.18		2.20		4.55		12.20		52.32		-2.16		-1.86		4.20		4.19		68.13
BCSB	BCSB Bancorp, Inc. of MD*		9. 75		3,121		30.4		10.50		8.05		9.51		2.52		18.18		8.94		-0.73		-0.81		15.71		15.68		192.49
BKMU	Bank Mutual Corp of WI*		5.54		45,710		253.2		9.75		5.20		5.81		-4.65		-39.19		-20.06		0.12		-0.16		8.69		7.51		76.19
BFIN	BankFinancial Corp. of IL*		8.67		21,060		182.6		10.50		8.12		8.70		-0.34		-13.82		-12.42		0.01		0.04		12.32		11.08		74.34
BFED	Beacon Federal Bancorp of NY*		9.80		6,521		63.9		10.25		8.14		9.55		2.62		5.95		4.26		0.79		0.88		16.31		16.31		164.36
BNCL	Beneficial Mut MHC of PA(44.1)		8.63		81,700		311.2		11.05		8.47		8.88		-2.82		-5.06		-12.30		0.31		0.28		8.07		6.49		59.69
BHLB	Berkshire Hills Bancorp of MA*		18.38		14,037		258.0		24.18		16.20		17.21		6.80		-20.91		-11.12		-1.11		-1.11		27.40		14.96		195.73
BOFI	Bofi Holding, Inc. Of CA*		11.62		10,185		118.3		19.27		6.64		13.72		-15.31		76.06		16.20		2.01		1.45		12.25		12.25		139.53
BYFC	Broadway Financial Corp. of CA*		2.94		1,744		5.1		7.70		1.78		3.08		-4.55		-46.55		-50.84		-3.61		-3.45		9.90		9.90		316.27
BRKL	Brookline Bancorp, Inc. of MA*		9.22		59,038		544.3		11.63		8.63		9.05		1.88		-15.18		-6.96		0.43		0.40		8.34		7.57		45.05
BFSB	Brooklyn Fed MHC of NY (28.2)		4.16		12,889		15.1		13.98		3.71		4.00		4.00		-69.72		-58.57		-0.22		-0.05		6.21		6.21		40.98
CITZ	CFS Bancorp, Inc of Munster IN*		4,89		10,847		53.0		6.25		2.93		4.75		2.95		15.60		51.39		-0.09		-0.06		10.40		10.39		100.98
CMSB	CMS Bancorp Inc of W Plains NY*		10.50		1,863		19.6		10.50		6.76		9.75		7.69		31.25		54.19		-0.13		-0.32		11.39		11.39		130.20
CBNJ	Cape Bancorp, Inc. of NJ*		7.58		13,314		100.9		8.87		5.35		7.60		-0.26		-12.87		12.80		-1.24		-1.07		9.83		8.09		80.54
CFFN	Capitol Fd Fn MHC of KS (29.5)(8)		28.68		73,991		624.9		38.49		28.19		29.60		-3.11		-16.07		-8.84		0.94		0.93		12.97		12.97		115.46
CARV	Carver Bancorp, Inc. of NY*		5.34		2,483		13.3		9.66		5.23		6.50		-17.85		-11.00		-40.99		0.04		-0.03		17.25		17.16		325.44
CEBK	Central Bncrp of Somerville MA*		10.87		1.667		18.1		14.17		7.96		11.51		-5.56		35.03		30.96		1.20		0.99		21.31		19.97		325.40
CFBK	Central Federal Corp. of OH*		1.10		4,093		4.5		3.00		0.83		1.25		-12.00		-61.40		-26.67		-2.38		-2.56		3.83		3.79		70.41
CHEV	Cheviot Fin Cp MHC of OH(38.5)		8.35		8,865		28.5		9.55		7.00		8.50		-1.76		1.33		12.99		0.19		0.17		7.91		7.91		39.60
CBNK	Chicopee Bancorp, Inc. of MA*		11.26		6,335		71.3		13.95		10.79		11.11		1.35		-13.45		-9.78		-0.23		-0.11		14.93		14.93		87.92
CZWI	Citizens Comm Bncorp Inc of Ml*		4.30		5,113		22.0		5.30		3.01		4.10		4.88		-16.83		26.47		0.15		0.30		11.03		9.76		112.73
CSBC	Citizens South Bnkg Corp of NC*		5.72		10,966		62.7		7.24		4.40		5.52		3.62		0.00		24.89		-1.93		-0.80		6.92		6.74		98.25
CSBK	Clifton Svg Bp MHC of NJ(36.4)		8.33		26,137		80.0		11.16		8.25		8.38		-0.60		-23.51		-11.10		0.29		0.29		6.71		6.71		42.61
COBK	Colonial Financial Serv. of NJ*		9.80		4,173		40.9		10.85		5.86		9.80		0.00		13.95		26.94		0.48		0.71		15.78		15.78		140.68
CFFC	Community Fin. Corp. of VA*		4.19		4,362		18.3		5.29		3.32		4.00		4.75		7.44		-3.46		0.82		0.69		8.30		8.30		125.44
DNBK	Danvers Bancorp, Inc. of MA*		15.53		21,375		332.0		17.09		12.32		15.26		1.77		22.28		19.55		0.61		0.56		13.76		12.17		118.33
DCOM	Dime Community Bancshars of NY*		12.56		34,548		433.9		14.32		10.25		11.88		5.72		1.78		7.08		1.04		1.07		9.11		7.50		120.07
BSBF	ESB Financial Corp. of PA*		12.20		12,039		146.9		14.96		10.62		12.44		-1.93		-8.61		-7.72		1.07		1.12		14.41		10.87		161.78
ESSA	ESSA Bancorp, Inc. of PA*		10.92		13,523		147.7		13.75		10.62		11.17		-2.24		-19.11		-6.67		0.36		0.32		13.06		13.06		78.91
EBMT	Eagle Bancorp Montanta of MT*		9.32		4,083		38.1		11.58		7.24		9.59		-2.82		22.15		8.50		0.79		0.79		12.29		12.29		79.90
ESBK	Elmira Svgs Bank, FSB of NY*		15.35		1,959		30.1		17.20		13.06		16.40		-6.40		-4.06		-8.36		2.39		1.20		19.09		12.30		254.54
FFDF	FFD Financial Corp of Dover OH*		14.50		1,011		14.7		15.50		11.83		13.40		8.21		11.20		6.77		0.91		0.70		17.89		17.89		196.95
FFCO	FedFirst Fin MHC of PA (42.5)(8)		4.70		6,324		12.6		6.95		3.08		4.59		2.40		49.21		38.24		0.10		0.11		6.82		6.59		55.23
FSBI	Fidelity Bancorp, Inc. of PA*		5.08		3,049		15.5		10.50		4.00		5.00		1.60		-23.03		1.40		-1.07		-0.43		13.62		12.74		232.24
FABK	First Advantage Bancorp of TN*		10.72		4,188		44.9		10.98		9.85		10.50		2.10		7.20		1.04		0.17		0.16		16.25		16.25		82.40
FBSI	First Bancshares, Inc. of MO*		8.75		1,551		13.6		10.95		6.80		8.79		-0.46		-12.50		5.68		-0.58		-0.65		15.46		15.37		137.84
FCAF	First Capital, Inc. of IN*		15.12		2,788		42.2		18.19		13.17		15.42		-1.95		-5.50		-0.46		0.85		0.73		17.13		15.15		164.27
FCLF	First Clover Leaf Fin Cp of IL*		5.28		7,938		41.9		8.00		5.19		5.50		-4.00		-31.87		-28.16		-1.12		-1.09		9.72		8.12		74.34
FCFL	First Community Bk Corp of FL*		1.42		5,457		7.7		4.99		1.41		1.75		-18.86		-61.10		-41.08		-3.05		-3,17		3.59		3.59		94.63
FDEF	First Defiance Fin. Corp of OH*		10.12		8,118		82.2		18.93		8.53		10.15		-0.30		-40.99		-10.36		0.30		0.11		24.89		16.96		251.13
FFNM	First Fed of N. Michigan of WI*		2.42		2,884		7.0		2.79		1.02		2.72		-11.03		21.00		98.36		-2.21		-2.33		8.15		7.88		78.69
FFBH	First Fed. Bancshares of AR*		1.67		4,847		8.1		4.69		1.50		1.70		-1.76		-60.05		-27.07		-8.75		-8.81		5.82		5.82		139.90
FFNW	First Fin NW, Inc of Renton WA*		4.20		18,805		79.0		7.83		3.63		4.25		-1.18		-45.10		-35.88		-3.01		-3.07		9.93		9.93		69.48
FFCH	First Fin. Holdings Inc. of SC*		10.06		16,527		166.3		18.64		9.46		9.71		3.60		-43.51		-22.62		-2.46		-2.30		15.66		13.34		201.15
FFHS	First Franklin Corp. of OH*		7.03		1.686		11.9		16.49		4.91		7.34		-4.22		10.36		-12.02		-1.12		-1.88		13.25		13.25		171.32
FPTB	First PacTrust Bancorp of CA*		9.60		4,244		40.7		10.76		4.44		9.75		-1.54		56.10		79.44		0.58		0.46		18.70		18.70		212.96

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 222011
(703) 528-1700

Exhibit IV-1A (continued)
Weekly Thrift Market Line — Part One
Prices As Of August 20, 2010

																				Current Per Share Financials
		Market Capitalization						Price Change Data																		Tangible
				Shares		Market								% Change From						Trailing		12 Mo.		Book		Book
		Price/		Outst-		Capital-		52 Week (1)				Last		Last		52 Wks		MostRcnt		12 Mo.		Core		Value/		Value/		Assets/
Financial Institution		Share(1)		anding		ization(9)		High		Low		Week		Week		Ago(2)		YrEnd(2)		EPS(3)		EPS(3)		Share		Share(4)		Share
		($)		(000)		($Mil)		($)		($)		($)		(%)		(%)		(%)		($)		($)		($)		($)		($)
NASDAQ Listed OTC Companies (continued)
FPFC	First Place Fin. Corp. of OH*		3.68		16,974		62.5		5.71		2.43		3.73		-1.34		10.18		32.85		-2.04		-2.86		10.82		10.30		185.79
FSFG	First Savings Fin. Grp. of IN*		13.40		2,415		32.4		14.22		10.02		13.46		-0.45		31.24		28.23		0.82		0.87		22.39		18.88		204.65
FFIC	Flushing Fin. Corp. of NY*		11.58		31,238		361.7		15.00		10.17		11.52		0.52		-14.09		2.84		0.87		0.96		12.15		11.58		136.12
FXCB	Fox Chase Bancorp, Inc. of PA*		9.35		14,547		136.0		11.22		8.00		9.55		-2.09		4.24		5.06		-0.08		-0.08		13.88		13.88		84.75
GSLA	GS Financial Corp. of LA*		11.10		1,258		14.0		16.48		9.36		10.99		1.00		-26.00		-25.95		0.07		-0.36		22.57		22.57		217.77
GCBC	Green Co Bcrp MHC of NY (44.1)		16.40		4,119		29.7		18.50		13.84		17.21		-4.71		13.10		6.63		1.19		1.19		10.80		10.80		120.25
HFFC	HF Financial Corp. of SD*		9.50		6,942		65.9		13.00		8.05		9.48		0.21		-20.63		-2.26		0.93		0.70		13.50		12.79		177.83
HMNF	HMN Financial, Inc. of MN*		4.32		4,310		18.6		6.85		3.20		4.16		3.85		5.37		2.86		-2.42		-2.69		15.27		15.27		226.27
HBNK	Hampden Bancorp, Inc. of MA*		10.02		7,151		71.7		11.07		9.01		9.95		0.70		-6.53		-5.92		-0.12		-0.12		13.13		13.13		80.81
HARL	Harleysville Svgs Fin Cp of PA*		15.42		3,674		56.7		16.20		12.02		15.43		-0.06		1.11		11.26		1.23		1.30		14.08		14.08		229.72
HBOS	Heritage Fn Gp MHC of GA(24.3)(8)		9.21		10,399		23.3		13.39		6.51		10.75		-14.33		-9.71		27.03		-0.12		-0.17		5.93		5.78		55.23
HIFS	Hingham Inst. for Sav. of MA*		35.09		2,124		74.5		38.50		28.31		38.29		-8.36		9.66		14.34		4.32		4.28		32.47		32.47		457.52
HBCP	Home Bancorp Inc. Lafayette LA*		13.00		8,481		110.3		14.49		11.91		12.80		1.56		4.84		6.64		0.45		0.58		15.65		15.43		83.64
HOME	Home Federal Bancorp Inc of ID*		12.47		16,688		208.1		16.12		11.05		12.37		0.81		8.81		-6.31		0.35		-0.61		12.33		12.33		52.09
HFBC	HopFed Bancorp, Inc. of KY*		9.40		6,942		65.3		15.03		9.00		9.37		0.32		-11.65		0.64		0.36		0.16		13.80		13.66		159.38
HCBK	Hudson City Bancorp, Inc of NJ*		11.96		526,611		6,298.3		14.75		11.50		11.56		3.46		-10.95		-12.89		1.07		0.99		10.53		10.23		115.71
ISBC	Investors Bcrp MHC of NJ(43.6)		11.16		114,894		558.5		14.50		8.78		11.59		-3.71		27.40		2.01		0.45		0.40		7.74		7.52		77.17
JXSB	Jacksonville Bancorp Inc of IL*		10.12		1,924		19.5		15.97		8.12		10.13		-0.10		1.30		7.77		0.79		0.52		18.27		16.85		155.11
JFBI	Jefferson Bancshares Inc of TN*		3.39		6,659		22.6		7.28		3.37		3.60		-5.83		-45.50		-28.48		0.16		0.04		11.98		8.33		99.22
KFED	K-Fed Bancorp MHC of CA (33.3)(8)		7.42		13,291		32.9		10.39		7.30		8.10		-8.40		-15.10		-15.59		0.19		0.21		7.00		6.69		67.20
KFFB	KY Fst Fed Bp MHC of KY (39.8)		9.60		7,851		30.0		13.82		7.80		9.78		-1.84		-29.57		-12.73		0.00		0.00		7.38		5.50		30.36
KRNY	Kearny Fin Cp MHC of NJ (26.0)		8.87		68,344		159.0		11.23		8.41		8.77		1.14		-19.36		-11.92		0.09		0.10		7.05		5.85		32.95
LSBX	LSB Corp of No. Andover MA(8)*		20.71		4,507		93.3		20.99		9.40		20.70		0.05		80.24		113.29		1.25		0.72		13.77		13.77		178.96
LSBI	LSB Fin. Corp. of Lafayette IN*		9.71		1,554		15.1		13.00		8.27		10.32		-5.91		-9.67		-0.92		0.44		0.11		22.02		22.02		239.19
LPSB	LaPorte Bancrp MHC of IN(45.0)		7.03		4,586		14.5		8.04		4.14		7.20		-2.36		54.17		59.77		0.59		0.36		10.85		8.83		91.42
LSBK	Lake Shore Bnp MHC of NY(40.2)		8.25		6,075		20.2		8.50		7.46		7.95		3.77		4.70		4.96		0.41		0.42		9.14		9.14		71.00
LEGC	Legacy Bancorp, Inc. of MA*		8.26		8,702		71.9		12.85		7.84		7.95		3.90		-28.30		-16.23		-0.93		-0.48		13.66		11.90		109.89
LABC	Louisiana Bancorp, Inc. of LA*		14.80		4,208		62.3		16.59		13.50		14.50		2.07		9.63		2.07		0.58		0.50		15.97		15.97		77.89
MSBF	MSB Fin Corp MHC of NJ (40.9)		7.26		5,226		15.5		9.45		6.37		7.25		0.14		-19.33		-8.56		0.08		0.10		7.67		7.67		69.34
MGYR	Magyar Bancorp MHC of NJ(44.7)		3.89		5,783		10.0		5.36		2.91		3.98		-2.26		-10.57		-2.75		-0.40		-0.55		6.96		6.96		95.25
MLVF	Malvern Fed Bncp MHC PA(44.6)		8.20		6,103		22.3		9.85		7.52		8.00		2.50		-15.90		-14.49		-0.16		-0.19		11.21		11.21		113.93
MFLR	Mayflower Bancorp, Inc. of MA*		8.15		2,086		17.0		8.93		5.68		7.77		4.89		1.88		21.64		0.56		0.31		9.85		9.85		122.91
EBSB	Meridian Fn Serv MHC MA (41.8)		10.95		22,506		103.5		12.30		8.20		10.46		4.68		18.38		25.86		0.44		0.40		9.17		8.67		76.79
CASH	Meta Financial Group of IA*		35.00		3,083		107.9		36.53		17.10		34.50		1.45		58.87		67.46		2.98		2.41		22.64		21.75		311.81
MFSF	MutualFirst Fin. Inc. of IN*		7.20		6,985		50.3		9.71		5.51		7.00		2.86		-5.39		20.40		0.20		0.30		14.69		13.95		206.43
NASB	NASB Fin, Inc. of Grandview MO*		13.85		7,868		109.0		32.29		13.09		14.53		-4.68		-54.59		-40.53		1.29		-2.38		21.01		20.68		179.96
NECB	NE Comm Bncrp MHC of NY (45.0)		5.89		13,225		35.1		8.06		4.40		5.64		4.43		-22.70		-10.35		-0.20		-0.19		8.15		8.01		39.11
NHTB	NH Thrift Bancshares of NH*		10.20		5,772		58.9		11.93		8.77		10.20		0.00		8.51		5.26		1.21		0.57		13.73		8.67		162.62
NVSL	Naug Vlly Fin MHC of CT (40.4)(8)		6.05		7,023		17.2		7.42		4.11		6.41		-5.62		13.94		5.40		0.28		0.28		7.22		7.21		80.34
NFSB	Newport Bancorp, Inc. of RI*		11.88		3,639		43.2		12.99		10.91		12.05		-1.41		-3.02		-3.02		0.34		0.37		13.86		13.86		123.77
FFFD	North Central Bancshares of IA*		13.85		1,351		18.7		19.66		13.33		15.05		-7.97		-8.88		-13.27		1.10		0.91		28.50		28.50		334.66
NFBK	Northfield Bcp MHC of NY(43.6)(8)		11.00		43,541		209.9		15.30		10.86		11.22		-1.96		-10.79		-18.64		0.34		0.32		9.18		8.81		50.71
NWBI	Northwest Bancshares Inc of PA*		10.96		110,775		1,214.1		12.79		8.56		10.88		0.74		13.34		-2.75		0.38		0.48		11.83		10.24		73.45
OBAF	OBA Financial Serv. Inc of MD*		11.12		4,629		51.5		11.50		9.95		11.02		0.91		11.20		11.20		-0.23		0.11		17.27		17.27		81.79
OSHC	Ocean Shore Holding Co. of NJ*		10.38		7,308		75.9		11.81		7.68		10.25		1.27		23.57		15.98		0.71		0.71		13.66		13.66		109.30
OCFC	OceanFirst Fin. Corp of NJ*		11.86		18,823		223.2		13.95		9.37		11.69		1.45		-12.15		5.05		0.81		0.75		10.35		10.35		117.92
OABC	OmniAmerican Bancorp Inc of TX*		11.25		11,903		133.9		12.35		10.12		11.12		1.17		12.50		12.50		0.11		-0.04		16.88		16.88		94.94
ONFC	Oneida Financial Corp. of NY*		7.69		7,165		55.1		10.95		7.25		7.75		-0.77		-21.93		-21.53		0.52		0.53		11.69		8.22		86.93
ORIT	Oritani Financial Corp of NJ*		9.43		56,202		530.0		11.43		8.31		9.51		-0.84		5.60		3.06		0.27		0.26		11.18		11.18		43.49
PSBH	PSB Hldgs Inc MHC of CT (42.9)		4.30		6,529		12.0		5.33		2.61		4.25		1.18		30.30		26.47		-0.71		0.35		6.78		5.65		75.84
PVFC	PVF Capital Corp. of Solon OH*		1.98		25,402		50.3		4.39		1.58		1.98		0.00		-3.88		2.06		-0.15		-0.34		3.36		3.36		35.00
PFED	Park Bancorp of Chicago IL*		4.26		1,193		5.1		8.60		3.14		4.38		-2.74		-43.20		31.08		-3.66		-3.56		18.96		18.96		178.66
PVSA	Parkvale Financial Corp of PA*		7.11		5,529		39.3		12.39		6.41		6.57		8.22		-10.57		2.30		-3.27		-3.02		15.77		10.61		333.22
PBHC	Pathfinder BC MHC of NY (36.3)		6.30		2,485		5.7		8.00		5.11		6.30		0.00		-2.48		12.50		0.66		0.60		9.65		8.11		155.63
PEOP	Peoples Fed Bancshrs Inc of MA*		10.37		7,142		74.1		10.85		10.10		10.40		-0.29		3.70		3.70		0.28		0.22		15.45		15.45		76.39
PBCT	Peoples United Financial of CT*		13.24		367,700		4,868.3		17.16		13.07		13.22		0.15	-18.47			-20.72		0.22		0.23		14.72		9.89		59.70
PROV	Provident Fin. Holdings of CA*		5.33		11,407		60.8		10.49		2.43		5.22		2.11		-24.72		93.12		0.10		-0.86		11.20		11.20		122.68
PBNY	Provident NY Bncrp, Inc. of NY*		8.07		38,628		311.7		10.62		7.89		8.23		-1.94		-18.40		-4.38		0.52		0.41		11.11		6.84		76.72
PBIP	Prudential Bncp MHC PA (29.3)		7.05		10,031		21.4		11.85		5.52		6.70		5.22		-38.59		-25.95		0.17		0.23		5.40		5.40		50.67
PULB	Pulaski Fin Cp of St. Louis MO*		6.48		10,307		66.8		8.95		5.50		6.55		-1.07		-22.86		-3.28		-0.12		-0.39		8.07		7.67		134.67
RIVR	River Valley Bancorp of IN*		14.61		1,510		22.1		16.45		11.36		15.00		-2.60		19.27		16.88		1.24		0.85		17.52		17.50		262.78
RVSB	Riverview Bancorp, Inc. of WA*		1.98		10,924		21.6		4.39		1.90		2.00		-1.00		-37.34		-11.61		-0.37		-0.36		7.85		5.48		79.04
RCKB	Rockville Fin MHC of CT (43.3)		10.90		18,853		89.0		14.43		8.82		11.94		-8.71		-21.86		3.81		0.61		0.57		8.61		8.55		84.97
ROMA	Roma Fin Corp MHC of NJ (26.9)		10.51		30,781		87.5		13.35		10.11		10.59		-0.76		-18.72		-14.97		0.14		0.19		7.03		7.01		47.33
ROME	Rome Bancorp, Inc. of Rome NY*		9.32		6,778		63.2		9.95		7.61		9.00		3.56		9.65		17.09		0.53		0.50		9.04		9.04		48.63

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 222011
(703) 528-1700

Exhibit IV-1A (continued)
Weekly Thrift Market Line — Part One
Prices As Of August 20, 2010

																				Current Per Share Financials
		Market Capitalization						Price Change Data																		Tangible
				Shares		Market								% Change From						Trailing		12 Mo.		Book		Book
		Price/		Outst-		Capital-		52 Week (1)				Last		Last		52 Wks		MostRcnt		12 Mo.		Core		Value/		Value/		Assets/
Financial Institution		Share(1)		anding		ization(9)		High		Low		Week		Week		Ago(2)		YrEnd(2)		EPS(3)		EPS(3)		Share		Share(4)		Share
		($)		(000)		($Mil)		($)		($)		($)		(%)		(%)		(%)		($)		($)		($)		($)		($)
NASDAQ Listed OTC Companies (continued)
SIFI	SI Fin Gp Inc MHC of CT (38.2)		6.60		11,777		29.7		7.00		4.15		6.36		3.77		55.29		25.71		0.19		0.17		6.89		6.54		75.52
SVBI	Severn Bancorp, Inc. of MD*		4.37		10,067		44.0		6.57		1.55		4.95		-11.72		19.73		73.41		-1.43		-1.60		7.82		7.79		96.43
SUPR	Superior Bancorp of AL(8)*		1.32		12,560		16.6		4.50		1.19	1.55			-14.84		-54.17		-59.88		-1.72		-2.16		16.01		14.67		286.16
THRD	TF Fin. Corp. of New town PA*		22.49		2,685		60.4		22.99		17.58		20.42		10.14		25.99		18.56		1.47		1.27		27.31		25.62		268.44
TFSL	TFS Fin Corp MHC of OH (26.3)		9.23		308,315		749.4		14.46		9.02		9.30		-0.75		-19.25		-23.97		0.03		-0.04		5.71		5.68		35.48
TBNK	Territorial Bancorp, Inc of HI*		17.37		12,233		212.5		21.23		15.47		17.29		0.46		8.70		-3.77		0.69		0.91		18.23		18.23		118.27
TSBK	Timberland Bancorp, Inc. of WA*		3.95		7,045		27.8		5.33		2.90		3.90		1.28		-14.50		-11.04		-0.45		-0.27		9.93		9.04		103.96
TRST	TrustCo Bank Corp NY of NY*		5.46		76,873		419.7		7.18		5.26		5.32		2.63		-13.33		-13.33		0.40		0.37		3.32		3.31		49.81
UCBA	United Comm Bncp MHC IN (40.7)		7.21		7,846		23.0		8.00		6.06		7.14		0.98		18.20		17.24		0.10		0.09		7.11		7.11		56.16
UCFC	United Community Fin. of OH*		1.33		30,898		41.1		2.30		1.15		1.35		-1.48		-11.92		-8.28		-0.82		-0.96		6.94		6.92		73.78
UBNK	United Financial Bncrp of MA*		13.76		16,359		225.1		15.16		11.31		13.26		3.77		7.75		4.96		0.48		0.59		13.64		13.13		94.44
UWBK	United Western Bncp, Inc of CO*		0.52		29,377		15.3		6.00		0.52		0.60		-13.33		-91.11		-81.16		-3.17		-2.07		3.99		3.99		75.61
VPFG	ViewPoint Financal Group of TX*		9.31		34,865		324.6		12.73		8.61		9.26		0.54		-3.92		-9.52		0.13		0.35		10.76		10.73		75.77
WSB	WSB Holdings, Inc. of Bowie MD*		2.50		7,896		19.7		4.65		1.70		2.30		8.70		17.92		7.76		-0.50		-0.48		6.86		6.86		55.48
WSFS	WSFS Financial Corp. of DE*		37.00		7,117		263.3		46.00		24.16		37.00		0.00		14.80		44.36		0.16		0.48		36.90		35.02		532.79
WVFC	WVS Financial Corp. of PA*		11.50		2,057		23.7		15.88		8.31		9.90		16.16		-23.33		-19.30		0.44		0.52		14.13		14.13		183.01
KFSL	Washington Federal, Inc. of WA*		14.98		112,474		1,684.9		21.65		14.04		15.24		-1.71		4.68		-22.54		0.94		1.32		16.15		13.87		122.72
WSBF	Waterstone Fin MHC of WI(26.2)		3.93		31,250		32.2		5.49		1.75		3.56		10.39		-24.42		91.71		-0.28		-0.58		5.55		5.55		60.19
WAYN	Wayne Savings Bancshares of OH*		8.00		3,004		24.0		9.06		4.80		7.50		6.67		36.52		37.69		0.78		0.71		12.64		11.95		135.64
WFD	Westfield Fin. Inc. of MA*		7.48		29,244		218.7		10.37		7.42		7.61		-1.71		-19.74		-9.33		0.14		0.13		8.19		8.19		42.23

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit IV-1B
Weekly Thrift Market Line — Part Two
Prices As Of August 20, 2010

	Key Financial Ratios																				Pricing Ratios										Dividend Data(6)
			Tang.												Asset Quality Ratios												Price/		Price/		Ind.		Divi-
	Equity/		Equity/		Reported Earnings						Core Earnings				NPAs		Resvs/		Resvs/		Price/		Price/		Price/		Tang.		Core		Div./		dend		Payout
Financial Institution	Assets		Assets		ROA(5)		ROE(5)		ROI(5)		ROA(5)		ROE(5)		Assets		NPAs		Loans		Earning		Book		Assets		Book		Earnings		Share		Yield		Ratio(7)
	(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)
Market Averages. All Public Companies(no MHCs)
All Public Companies(110)		11.14		10.35		-0.15		-0.01		2.27		-0.22		-1.07		4.06		56.54		1.77		18.54		70.74		8.20		78.82		17.98		0.24		2.02		31.03
NYSE Traded Companies(6)		9.44		6.57		-0.71		5.46		5.01		-0.95		5.95		4.69		38.02		2.56		21.28		90.12		8.85		133.65		21.74		0.37		2.73		50.91
AMEX Traded Companies(1)		9.74		9.30		0.94		9.99		12.03		0.91		9.68		2.35		49.04		1.48		8.31		80.65		7.85		84.83		8.58		1.42		4.94		41.04
NASDAQ Listed OTC Companies(103)		11.26		10.58		-0.12		-0.34		2.03		-0.18		-1.47		4.04		58.63		1.72		18.53		69.48		8.16		75.47		17.86		0.22		1.94		30.40
California Companies(4)		7.46		7.46		0.16		0.95		8.41		-0.13		-2.61		9.57		34.62		2.69		11.17		55.87		4.53		55.87		14.44		0.07		1.05		24.83
Florida Companies(2)		2.72		2.56		-3.33		-38.41		0.00		-3.46		-39.92		12.73		31.70		3.63	NM			67.33		1.54		78.91	NM			0.00		0.00		0.00
Mid-Atlantic Companies(34)		11.15		10.17		0.24		2.49		2.35		0.25		2.67		2.55		55.58		1.39		17.62		83.30		9.26		95.97		17.74		0.33		2.82		47.32
Mid-West Companies(31)		9.27		8.77		-0.37		-2.33		1.93		-0.61		-4.47		4.84		40.52		2.07		18.45		56.87		5.27		60.41		16.94		0.19		1.77		23.39
New England Companies(17)		14.16		12.54		0.30		2.85		2.94		0.29		2.61		1.08		123.75		1.14		21.13		84.18		12.06		99.35		21.51		0.30		2.26		28.28
North-West Companies(4)		11.73		10.43		-1.10		-6.73		-7.93		-0.99		-5.81		8.74		26.40		2.39		15.94		50.01		6.14		57.53		11.35		0.05		0.33		21.28
South-East Companies(12)		12.25		11.76		-0.54		-0.88		2.31		-0.45		0.08		4.07		63.01		2.11		17.80		62.50		8.22		65.38		16.67		0.23		1.55		8.21
South-West Companies(2)		15.99		15.97		0.15		1.23		1.19		0.21		1.93		0.85		60.85		1.02	NM			76.59		12.07		76.71		26.60		0.08		0.86		0.00
Western Companies (Excl CA)(4)		14.94		14.94		-0.36		3.57		5.09		-0.48		-13.53		0.25		48.36		1.94		24.20		71.32		12.74		71.32		15.44		0.20		1.60		46.29
Thrift Strategy(104)		11.18		10.42		-0.12		0.03		2.41		-0.18		-0.92		3.65		57.75		1.68		18.54		70.37		8.20		78.13		17.98		0.24		2.05		30.85
Mortgage Banker Strategy(3)		5.39		5.23		-1.77		0.95		1.88		-2.21		-8.18		10.29		35.66		4.41	NM			71.35		2.96		82.93	NM			0.02		0.38		40.00
Real Estate Strategy(1)		9.60		9.60		-0.43		-6.33		-7.58		-0.97		-14.35		9.73		35.01		4.69	NM			58.93		5.66		58.93	NM			0.00		0.00		0.00
Diversified Strategy(2)		15.79		12.31		0.21		0.96		1.05		0.24		1.38		2.30		71.35		1.80	NM			95.11		14.56		119.76	NM			0.55		2.99		0.00
Companies Issuing Dividends(70)		11.41		10.41		0.30		2.79		3.55		0.26		2.49		2.86		55.09		1.47		17.55		80.29		9.35		91.25		18.02		0.37		3.13		42.24
Companies Without Dividends(40)		10.66		10.24		-0.95		-5.78		-1.12		-1.08		-8.21		6.17		59.06		2.30		22.36		53.41		6.10		56.26		17.72		0.00		0.00		0.00
Equity/Assets <6%(14)		4.75		4.52		-2.23		-15.81		-7.39		-2.33		-19.33		8.10		41.08		3.41	NM			42.53		1.92		47.03	NM			0.07		1.12		0.00
Equity/Assets 6-12%(58)		8.89		8.38		0.12		1.95		4.10		0.02		0.74		4.00		56.83		1.66		16.03		71.67		6.22		77.18		16.21		0.28		2.13		30.57
Equity/Assets >12%(38)		16.54		15.14		0.11		0.40		0.52		0.11		0.61		2.44		62.65		1.39		23.32		78.26		13.15		91.33		21.31		0.23		2.13		32.08
Converted Last 3 Mths (no MHC) (7)		16.14		15.43		0.36		3.66		3.65		0.39		4.12		0.85		60.85		1.24		24.00		69.80		11.56		74.47		22.13		0.18		2.11		12.66
Actively Traded Companies(5)		8.65		7.87		0.25		3.19		1.29		0.34		3.80		0.00		0.00		1.70		11.04		79.02		7.05		86.48		10.18		0.38		1.95		19.75
Market Value Below $20 Million(23)		7.73		7.63		-1.08		-7.52		-0.57		-1.11		-10.22		6.10		37.39		2.34		13.26		44.79		3.64		45.39		16.70		0.10		0.99		28.70
Holding Company Structure(105)		11.18		10.37		-0.18		-0.40		2.07		-0.25		-1.41		4.06		56.54		1.78		18.98		70.26		8.20		78.30		18.16		0.23		2.02		31.34
Assets Over $1 Billion(51)		11.56		10.38		-0.12		1.18		2.84		-0.17		-0.24		3.53		56.68		1.74		20.10		79.51		9.40		92.57		19.38		0.26		2.36		36.96
Assets $500 Million-$1 Billion(33)		10.17		9.53		-0.24		-0.74		1.13		-0.32		-1.31		5.77		44.05		1.99		17.43		62.11		6.74		66.70		14.03		0.22		1.58		24.17
Assets $250-$500 Million(21)		11.93		11.61		0.13		0.49		3.05		0.04		-0.59		3.04		85.05		1.54		17.19		66.86		8.25		70.50		19.43		0.25		2.14		26.65
Assets less than $250 Million(5)		10.00		9.93		-0.95		-8.57		-0.53		-1.03		-9.41		3.11		31.58		1.58		15.93		56.40		5.45		56.67		20.71		0.14		0.94		74.73
Goodwill Companies(65)		10.39		9.04		-0.03		0.33		1.89		-0.07		-0.10		3.35		56.98		1.64		17.66		73.14		7.74		86.86		17.72		0.30		2.51		33.48
Non-Goodwill Companies(45)		12.22		12.22		-0.31		-0.55		2.84		-0.42		-2.58		5.97		55.37		1.95		19.99		67.32		8.85		67.32		18.42		0.16		1.31		28.03
Acquirors of FSLIC Cases(1)		13.16		11.52		0.83		6.38		6.28		1.17		8.96		0.00		0.00		1.86		15.94		92.76		12.21		108.00		11.35		0.20		1.34		21.28

(1)	Average of high/low or bid/ask price per share.
(2)	Or since offering price if converted or first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized
(3)	EPS (earnings per share) is based on actual trailing twelve month data and is not shown on a pro forma basis.
(4)	Excludes intangibles (such as goodwill, value of core deposits, etc.).
(5)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing twelve month common earnings and average common equity and assets balances; ROI (return on investment) is current EPS divided by current price.
(6)	Annualized, based on last regular quarterly cash dividend announcement.
(7)	Indicated dividend as a percent of trailing twelve month earnings.
(8)	Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.
*	Parentheses following market averages indicate the number of institutions included in the respective averages. All figures have been adjusted for stock splits, stock dividends, and secondary offerings.
Source:	SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit IV-1B (continued)
Weekly Thrift Market Line — Part Two
Prices As Of August 20, 2010

	Key Financial Ratios														Asset Quality Ratios						Pricing Ratios										Dividend Data(6)
			Tang.																								Price/		Price/		Ind.		Divi-
	Equity/		Equity/		Reported Earnings						Core Earnings				NPAs		Resvs/		Resvs/		Price/		Price/		Price/		Tang.		Core		Div./		dend		Payout
Financial Institution	Assets		Assets		ROA(5)		ROE(5)		ROI(5)		ROA(5)		ROE(5)		Assets		NPAs		Loans		Earning		Book		Assets		Book		Earnings		Share		Yield		Ratio(7)
	(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)
Market Averages. MHC Institutions
All Public Companies(32)		12.92		12.27		0.21		1.69		0.88		0.24		1.99		4.95		37.13		1.33		21.42		104.07		13.86		110.31		23.26		0.17		1.89		28.06
NASDAQ Listed OTC Companies(32)		12.92		12.27		0.21		1.69		0.88		0.24		1.99		4.95		37.13		1.33		21.42		104.07		13.86		110.31		23.26		0.17		1.89		28.06
Mid-Atlantic Companies(17)		12.58		12.13		0.24		2.24		1.39		0.27		2.32		8.94		24.62		1.46		20.80		104.15		13.28		108.83		23.15		0.17		1.85		34.36
Mid-West Companies(7)		15.69		14.51		0.16		0.81		0.88		-0.01		-0.74		4.14		42.36		1.30		11.92		105.72		17.63		115.74		19.53		0.21		2.59		0.00
New England Companies(5)		10.03		9.42		0.18		0.97		-1.00		0.51		4.86		1.79		44.43		0.90		25.83		101.31		10.37		107.70		24.40		0.09		1.01		34.17
Thrift Strategy(32)		12.92		12.27		0.21		1.69		0.88		0.24		1.99		4.95		37.13		1.33		21.42		104.07		13.86		110.31		23.26		0.17		1.89		28.06
Companies Issuing Dividends(22)		13.77		13.20		0.27		2.55		2.10		0.30		2.74		6.10		40.60		1.29		20.80		106.75		14.90		112.07		23.04		0.25		2.78		51.44
Companies Without Dividends(10)		11.12		10.29		0.10		-0.12		-1.69		0.12		0.41		3.81		33.68		1.39		22.36		98.39		11.65		106.57		23.58		0.00		0.00		0.00
Equity/Assets 6-12%(19)		9.68		9.28		0.23		1.97		0.89		0.26		2.39		3.56		40.50		1.26		19.65		97.66		9.64		101.73		22.22		0.12		1.26		31.26
Equity/Assets >12%(13)		17.04		16.07		0.20		1.33		0.88		0.22		1.49		6.90		32.43		1.42		25.56		112.24		19.23		121.22		26.40		0.22		2.69		19.51
Market Value Below $20 Million(1)		6.20		5.26		0.45		6.42		10.48		0.41		5.84		0.00		0.00		1.28		9.55		65.28		4.05		77.68		10.50		0.12		1.90		18.18
Holding Company Structure(29)		12.90		12.19		0.19		1.52		0.71		0.21		1.80		4.95		37.13		1.39		20.61		102.05		13.61		108.83		21.98		0.16		1.81		28.06
Assets Over $1 Billion(11)		13.66		12.96		0.39		2.81		1.81		0.31		1.94		3.96		38.65		1.20		24.82		125.45		17.47		132.69		26.79		0.11		1.15		7.87
Assets $500 Million $1 Billion(10)		12.15		12.04		-0.17		-1.18		-2.60		-0.11		-0.99		8.56		28.34		1.87		34.74		82.44		9.86		83.51		34.74		0.10		1.52		63.16
Assets $250-$500 Million(10)		11.43		10.95		0.32		2.67		2.39		0.44		4.26		2.07		42.36		1.09		13.84		94.23		10.94		98.66		15.15		0.24		2.62		41.23
Assets less than $250 Million(1)		24.31		19.31		0.00		0.00		0.00		0.00		0.00		1.30		54.31		0.87	NM			130.08		31.62		174.55	NM			0.40		4.17		0.00
Goodwill Companies(19)		13.79		12.53		0.25		2.10		1.67		0.31		2.98		2.68		42.70		1.14		21.66		109.67		15.69		121.66		23.29		0.12		1.34		15.09
Non-Goodwill Companies(13)		11.98		11.98		0.18		1.25		0.03		0.17		0.92		11.78		20.45		1.57		20.88		98.01		11.87		98.01		23.20		0.22		2.49		62.65
MHC Institutions(32)		12.92		12.27		0.21		1.69		0.88		0.24		1.99		4.95		37.13		1.33		21.42		104.07		13.86		110.31		23.26		0.17		1.89		28.06

(1)	Average of high/low or bid/ask price per share.
(2)	Or since offering price if converted or first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized
(3)	EPS (earnings per share) is based on actual trailing twelve month data and is not shown on a pro forma basis.
(4)	Excludes intangibles (such as goodwill, value of core deposits, etc.).
(5)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing twelve month common earnings and average common equity and assets balances, ROI (return on investment) is current EPS divided by current price.
(6)	Annualized, based on last regular quarterly cash dividend announcement.
(7)	Indicated dividend as a percent of trailing twelve month earnings.
(8)	Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.
*	Parentheses following market averages indicate the number of institutions included in the respective averages. All figures have been adjusted for stock splits, stock dividends, and secondary offerings.

Source: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit IV-1B (continued)
Weekly Thrift Market Line — Part Two
Prices As Of August 20, 2010

		Key Financial Ratios														Asset Quality Ratios						Pricing Ratios										Dividend Data(6)
				Tang.																								Price/		Price/		Ind.		Divi-
		Equity/		Equity/		Reported Earnings						Core Earnings				NPAs		Resvs/		Resvs/		Price/		Price/		Price/		Tang.		Core		Div./		dend		Payout
Financial Institution		Assets		Assets		ROA(5)		ROE(5)		ROI(5)		ROA(5)		ROE(5)		Assets		NPAs		Loans		Earning		Book		Assets		Book		Earnings		Share		Yield		Ratio(7)
		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)
NY SE Traded Companies
AF	Astoria Financial Corp. of NY*		6.24		5.35		0.22		3.72		3.77		0.19		3.15		2.63		40.73		1.37		26.52		97.37		6.07		114.66		31.28		0.52		4.26	NM
BBX	BankAtlantic Bancorp Inc of FL*		1.66		1.34		-3.62	NM		NM			-3.74	NM			12.73		31.70		5.25	NM			95.10		1.58		118.26	NM			0.00		0.00	NM
FBC	Flagstar Bancorp, Inc. of MI*		5.85		5.85		-3.33	NM		NM			-4.99	NM		NA		NA			5.75	NM			47.90		2.80		47.90	NM			0.00		0.00	NM
NYB	New York Community Bcrp of NY*		12.97		7.39		1.34		10.37		7.35		1.65		12.83		1.95		17.20		0.48		13.60		128.30		16.64		239.55		10.99		1.00		6.23	NM
NAL	NewAlliance Bancshares of CT*		16.80		11.11		0.68		4.03		4.24		0.66		3.95	NA		NA			1.11		23.58		93.11		15.64		150.46		24.02		0.28		2.16		50.91
PFS	Provident Fin. Serv. Inc of NJ*		13.15		8.36		0.49		3.74		4.67		0.51		3.87		1.44		62.45		1.42		21.42		78.95		10.39		131.03		20.67		0.44		3.74	NM
AMEX Traded Companies
TSH	Teche Hiding Cp of N Iberia LA*		9.74		9.30		0.94		9.99		12.03		0.91		9.68		2.35		49.04		1.48		8.31		80.65		7.85		84.83		8.58		1.42		4,94		41.04
NASDAQ Listed OTC Companies
ABBC	Abington Bancorp, Inc. of PA*		16.76		16.76		-0.43		-2.43		-2.64		-0.43		-2.43		2.78		20.29		0.96	NM			94.25		15.79		94.25	NM			0.20		2.03	NM
ALLB	Alliance Bank MHC of PA (40.7)		10.28		10.28		0.25		2.35		2.13		0.28		2.63	NA		NA			1.46	NM			110.82		11.40		110.82	NM			0.12		1.50		70.59
ABCW	Anchor BanCorp Wisconsin of MI(8)*		0.08		-0.10		-2.91	NM		NM			-3.09	NM			12.12		34.39		5.16	NM		NM			0.34	NM		NM			0.00		0.00	NM
AFCB	Athens Bancshares, Inc, of TN*		18.05		17.91		-0.07		-0.52		-0.64		-0.09		-0.66	NA		NA			1.64	NM			61.56		11.11		62.15	NM			0.20		1.81	NM
ACFC	Atl Cst Fed Cp of GA MHC(34.9)(8)		6.16		6.15		-3.05		-43.03	NM			-2.63		-37.05		5.07		22.42		1.67	NM			54.76		3.38		54.89	NM			0.00		0.00	NM
BCSB	BCSB Bancorp, Inc. of MD*		8.16		8.15		-0.39		-3.82		-7.49		-0.43		-4.24		2.23		45.31		1.56	NM			62.06		5.07		62.18	NM			0.00		0.00	NM
BKMU	Bank Mutual Corp of WI*		11.41		10.01		0.16		1.36		2.17		-0.21		-1.81	NA		NA			1.52	NM			63.75		7.27		73.77	NM			0.12		2.17	NM
BFIN	BankFinancial Corp. of IL*		16.57		15.16		0.01		0.08		0.12		0.05		0.32		4.25		28.52		1.66	NM			70.37		11.66		78.25	NM			0.28		3.23	NM
BFED	Beacon Federal Bancorp of NY*		9.92		9.92		0.48		5.06		8.06		0.54		5.63	NA		NA			2.17		12.41		60.09		5.96		60.09		11.14		0.20		2.04		25.32
BNCL	Beneficial Mut MHC of PA(44.1)		13.52		11.17		0.55		3.96		3.59		0.50		3.58		2.49		41.90		1.81		27.84		106.94		14.46		132.97		30.82		0.00		0.00		0.00
BHLB	Berkshire Hills Bancorp of MA*		14.00		8.16		-0.58		-3.95		-6.04		-0.58		-3.95	NA		NA			1.57	NM			67.08		9.39		122.86	NM			0.64		3.48	NM
BOFI	Bofi Holding, Inc. Of CA*		8.78		8.78		1.51		19.57		17.30		1.09		14.12	NA		NA			0.75		5.78		94.86		8.33		94.86		8.01		0.00		0.00		0.00
BYFC	Broadway Financial Corp. of CA*		3.13		3.13		-1.21		-19.26	NM			-1.16		-18.41		11.30		29.62		4.01	NM			29.70		0.93		29.70	NM			0.04		1.36	NM
BRKL	Brookline Bancorp, Inc. of MA*		18.51		17.10		0.96		5.17		4.66		0.89		4.81		0.61		187.53		1.41		21.44		110.55		20.47		121.80		23.05		0.34		3.69	NM
BFSB	Brooklyn Fed MHC of NY (28.2)		15.15		15.15		-0.54		-3.38		-5.29		-0.12		-0.77		19.04		21.80		5.15	NM			66.99		10.15		66.99	NM			0.04		0.96	NM
CITZ	CFS Bancorp, Inc of Munster IN*		10.30		10.29		-0.09		-0.87		-1.84		-0.06		-0.58		7.41		21.70		2.33	NM			47.02		4.84		47.06	NM			0.04		0.82	NM
CMSB	CMS Bancorp Inc of W Plains NY*		8.75		8.75		-0.10		-1.15		-1.24		-0.25		-2.83	NA		NA			0.46	NM			92.19		8.06		92.19	NM			0.00		0.00	NM
CBNJ	Cape Bancorp, Inc. of NJ*		12.21		10.27		-1.53		-12.61		-16.36		-1.32		-10.89	NA		NA			1.51	NM			77.11		9.41		93.70	NM			0.00		0.00	NM
CFFN	Capitol Fd Fn MHC of KS (29.5)(8)		11.23		11.23		0.83		7.38		3.28		0.82		7.30		0.71		25.69		0.29		30.51		221.13		24.84		221.13		30.84		2.00		6.97	NM
CARV	Carver Bancorp, Inc. of NY*		5.30		5.27		0.01		0.15		0.75		-0.01		-0.12	NA		NA			2.40	NM			30.96		1.64		31.12	NM			0.10		1.87	NM
CEBK	Central Bncrp of Somerville MA*		6.55		6.16		0.36		4.68		11.04		0.30		3.86	NA		NA			0.74		9.06		51.01		3.34		54.43		10.98		0.20		1.84		16.67
CFBV	Central Federal Corp. of OH*		5.44		5.39		-3.43		-35.79	NM			-3.69		-38.50		5.05		72.44		4.41	NM			28.72		1.56		29.02	NM			0.00		0.00	NM
CHEV	Cheviot Fin Cp MHC of OH (38.5)		19.97		19.97		0.49		2.44		2.28		0.44		2.18	NA		NA			0.45	NM			105.56		21.09		105.56	NM			0.44		5.27	NM
CBNK	Chicopee Bancorp, Inc. of MA*		16.98		16.98		-0.27		-1.55		-2.04		-0.13		-0.74	NA		NA			0.94	NM			75.42		12.81		75.42	NM			0.00		0.00	NM
CZWI	Citizens Comm Bncorp Inc of WI*		9.78		8.76		0.13		1.38		3.49		0.27		2.75		1.79		33.34		0.75		28.67		38.98		3.81		44.06		14.33		0.00		0.00		0.00
CSBC	Citizens South Bnkg Corp of NC*		7.04		6.87		-2.27		-22.36	NM			-0.94		-9.27	NA		NA			1.26	NM			82.66		5.82		84.87	NM			0.16		2.80	NM
CSBK	Clifton Svg Bp MHC of NJ(36.4)		15.75		15.75		0.72		4.33		3.48		0.72		4.33	NA		NA			0.43		28.72		124.14		19.55		124.14		28.72		0.24		2.88	NM
COBK	Colonial Financial Serv. of NJ*		11.22		11.22		0.34		4.58		4.90		0.50		6.77	NA		NA			0.84		20.42		62.10		6.97		62.10		13.80		0.00		0.00		0.00
CFFC	Community Fin. Corp. of VA*		6.62		6.62		0.67		7.50		19.57		0.56		6.31	NA		NA			1.62		5.11		50.48		3.34		50.48		6.07		0.00		0.00		0.00
DNBK	Danvers Bancorp, Inc. of MA*		11.63		10.42		0.58		4.94		3.93		0.54		4.53		0.81		79.58		0.98		25.46		112.86		13.12		127.61		27.73		0.08		0.52		13.11
DCOM	Dime Community Bancshars of NY*		7.59		6.33		0.89		12.05		8.28		0.92		12.40		0.50		112.94		0.67		12.08		137.87		10.46		167.47		11.74		0.56		4.46		53.85
ESBF	ESB Financial Corp. of PA*		8.91		6.87		0.66		7.79		8.77		0.69		8.16		0.30		107.90		0.93		11.40		84.66		7.54		112.24		10.89		0.40		3.28		37.38
ESSA	ESSA Bancorp, Inc. of PA*		16.55		16.55		0.46		2.68		3.30		0.41		2.38	NA		NA			0.95		30.33		83.61		13.84		83.61		34.13		0.20		1.83		55.56
EBMT	Eagle Bancorp Montanta of MT*		15.38		15.38		0.99	NM			8.48		0.99	NM		NA		NA			0.62		11.80		75.83		11.66		75.83		11.80		0.28		3.00		35.44
ESBK	Elmira Svgs Bank, FSB of NY*		7.50		4.96		0.92		8.54		15.57		0.46		4.29	NA		NA			1.00		6.42		80.41		6.03		124.80		12.79		0.80		5.21		33.47
FFDF	FFD Financial Corp of Dover OH*		9.08		9.08		0.48		5.13		6.28		0.37		3.95	NA		NA			1.09		15.93		81.05		7.36		81.05		20.71		0.68		4.69		74.73
FFCO	FedFirst Fin MHC of PA (42.5)(8)		12.35		11.98		0.18		1.52		2.13		0.20		1.67	NA		NA			1.14	NM			68.91		8.51		71.32	NM			0.00		0.00		0.00
FSBI	Fidelity Bancorp, Inc. of PA*		5.86		5.51		-0.45		-6.78		-21.06		-0.18		-2.72		2.30		34.90		1.46	NM			37.30		2.19		39.87	NM			0.08		1.57	NM
FABK	First Advantage Bancorp of TN*		19.72		19.72		0.20		1.02		1.59		0.19		0.96	NA		NA			1.29	NM			65.97		13.01		65.97	NM			0.20		1.87	NM
FBSI	First Bancshares, Inc. of MO*		11.22		11.16		-0.40		-3.73		-6.63		-0.45		-4.17		3.11		31.58		1.82	NM			56.60		6.35		56.93	NM			0.00		0.00	NM
FCAP	First Capital, Inc. of IN*		10.43		9.34		0.52		5.05		5.62		0.45		4.34	NA		NA			1.26		17.79		88.27		9.20		99.80		20.71		0.76		5.03	NM
FCLF	First Clover Leaf Fin Cp of IL*		13.08		11.16		-1.47		-10.95		-21.21		-1.43		-10.65	NA		NA			1.50	NM			54.32		7.10		65.02	NM			0.24		4.55	NM
FCFL	First Community Bk Corp of FL*		3.79		3.79		-3.05		-38.41	NM			-3.17		-39.92	NA		NA			2.00	NM			39. 55		1.50		39.55	NM			0.00		0.00	NM
FDEF	First Defiance Fin. Corp of OH*		9.91		6.97		0.12		1.04		2.96		0.04		0.38		2.62		72.68		2.45		33.73		40.66		4.03		59.67	NM			0.00		0.00		0.00
FFNM	First Fed of N. Michigan of MI*		10.36		10.05		-2.72		-25.43	NM			-2.87		-26.81	NA		NA			1.87	NM			29.69		3.08		30.71	NM			0.00		0.00	NM
FFBH	First Fed. Bancshares of AR*		4.16		4.16		-5.84	NM		NM			-5.88	NM			12.45		37.37		6.70	NM			28.69		1.19		28.69	NM			0.00		0.00	NM
FFNW	First Fin NW, Inc of Renton WA*		14.29		14.29		-4.31		-25.04	NM			-4.40		-25.54		14.06		16.25		2.98	NM			42.30		6.04		42.30	NM			0.00		0.00	NM
FFCH	First Fin. Holdings Inc. of SC*		7.79		6.71		-1.18		-12.26		-24.45		-1.10		-11.47	NA		NA			3.34	NM			64.24		5.00		75.41	NM			0.20		1.99	NM
FFHS	First Franklin Corp. of OH*		7.73		7.73		-0.62		-8.13		-15.93		-1.04		-13.65	NA		NA			2.14	NM			53.06		4.10		53.06	NM			0.00		0.00	NM
FPTB	First PacTrust Bancorp of CA*		8.78		8.78		0.27		2.54		6.04		0,22		2.02	NA		NA			2.44		16.55		51.34		4.51		51.34		20.87		0.20		2.08		34.48
FPFC	First Place Fin. Corp. of OH*		5.82		5.56		-1.06		-12.77	NM			-1.49		-17.91	NA		NA			1.78	NM			34.01		1.98		35.73	NM			0.00		0.00	NM

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit IV-1B (continued)
Weekly Thrift Market Line — Part Two
Prices As Of August 20, 2010

		Key Financial Ratios														Asset Quality Ratios						Pricing Ratios										Dividend Data(6)
				Tang.																								Price/		Price/		Ind.		Divi-
		Equity/		Equity/		Reported Earnings						Core Earnings				NPAs		Resvs/		Resvs/		Price/		Price/		Price/		Tang.		Core		Div./		dend		Payout
Financial Institution		Assets		Assets		ROA(5)		ROE(5)		ROI(5)		ROA(5)		ROE(5)		Assets		NPAs		Loans		Earning		Book		Assets		Book		Earnings		Share		Yield		Ratio(7)
		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)
NASDAQ Listed OTC Companies (continued)
FSFG	First Savings Fin. Grp. of IN*		10.94		9.39		0.51		3.75		6.12		0.54		3.98	NA		NA			1.20		16.34		59.85		6.55		70.97		15.40		0.00		0.00		0.00
FFIC	Flushing Fin. Corp. of NY*		8.93		8.54		0.65		7.40		7.51		0.72		8.16		2.80		21.76		0.79		13.31		95.31		8.51		100.00		12.06		0.52		4.49		59.77
FXCB	Fox Chase Bancorp, Inc. of PA*		16.38		16.38		-0.09		-0.87		-0.86		-0.09		-0.87	NA		NA			1.74	NM			67.36		11.03		67.36	NM			0.00		0.00	NM
GSLA	GS Financial Corp. of LA*		10.36		10.36		0.03		0.31		0.63		-0.17		-1.61		4.32		29.07		1.81	NM			49.18		5.10		49.18	NM			0.40		3.60	NM
GCBC	Green Co Bcrp MHC of NY (44.1)		8.98		8.98		1.03		11.53		7.26		1.03		11.53	NA		NA			1.34		13.78		151.85		13.64		151.85		13.78		0.70		4.27		58.82
HFFC	HF Financial Corp. of SD*		7.59		7.22		0.54		7.70		9.79		0.41		5.79	NA		NA			1.07		10.22		70.37		5.34		74.28		13.57		0.45		4.74		48.39
HMNF	HMN Financial, Inc. of MN*		6.75		6.75		-1.02		-10.69	NM			-1.13		-11.89	NA		NA			3.36	NM			28.29		1.91		28.29	NM			0.00		0.00	NM
HBNK	Hampden Bancorp, Inc. of MA*		16.25		16.25		-0.15		-0.90		-1.20		-0.15		-0.90	NA		NA		NA		NM			76.31		12.40		76.31	NM			0.12		1.20	NM
HARL	Harleysville Svgs Fin Cp of PA*		6.13		6.13		0.54		8.99		7.98		0.57		9.50	NA		NA			0.47		12.54		109.52		6.71		109.52		11.86		0.76		4.93		61.79
HBOS	Heritage Fn Gp MHC of GA(24.3) (8)		10.74		10.49		-0.24		-2.01		-1.30		-0.34		-2.85	NA		NA			1.54	NM			155.31		16.68		159.34	NM			0.36		3.91	NM
HIFS	Hingham Inst. for Sav. of MA*		7.10		7.10		0.99		13.99		12.31		0.98		13.86	NA		NA			0.86		8.12		108.07		7.67		108.07		8.20		0.92		2.62		21.30
HBCP	Home Bancorp Inc. Lafayette LA*		18.71		18.50		0.64		2.89		3.46		0.82		3.72		0.40		133.23		0.83		28.89		83.07		15,54		84.25		22.41		0.00		0.00		0.00
HOME	Home Federal Bancorp Inc of ID*		23.67		23.67		0.72		2.84		2.81		-1.26		-4.94	NA		NA			3.74		35.63		101.14		23.94		101.14	NM			0.22		1.76		62.86
HFBC	HopFed Bancorp, Inc. of KY*		8.66		8.58		0.24		2.86		3.83		0.11		1.27	NA		NA			1.35		26.11		68.12		5.90		68.81	NM			0.48		5.11	NM
HCBK	Hudson City Bancorp, Inc of NJ*		9.10		8.86		0.94		10.55		8.95		0.87		9.76	NA		NA			0.60		11.18		113.58		10.34		116.91		12.08		0.60		5.02		56.07
ISBC	Investors Bcrp MHC of NJ(43.6)		10.03		9.77		0.61		6.06		4.03		0.54		5.39	NA		NA			0.99		24.80		144.19		14.46		148.40		27.90		0.00		0.00		0.00
JXSB	Jacksonville Bancorp Inc of IL*		11.78		10.86		0.51		5.93		7.81		0.34		3.90	NA		NA			1.50		12.81		55.39		6.52		60.06		19.46		0.30		2.96		37.97
JFBI	Jefferson Bancshares Inc of TN*		12.07		8.72		0.16		1.34		4.72		0.04		0.33	NA		NA			2.17		21,19		28.30		3.42		40.70	NM			0.00		0.00		0.00
KFED	K-Fed Bancorp MHC of CA (33.3) (8)		10.42		10.00		0.29		2.72		2.56		0.32		3.01		3.54		40.59		1.67		39.05		106.00		11.04		110.91		35.33		0.44		5.93	NM
KFFB	KY Fst Fed Bp MHC of KY (39.8)		24.31		19.31		0.00		0.00		0.00		0.00		0.00		1.30		54.31		0.87	NM			130.08		31.62		174.55	NM			0.40		4.17	NM
KRNY	Kearny Fin Cp MHC of NJ (26.0)		21.40		18.43		0.28		1.28		1.01		0.31		1.42	NA		NA			0.84	NM			125.82		26.92		151.62	NM			0.20		2.25	NM
LSBX	LSB Corp of No. Andover MA(8)*		7.69		7.69		0.70		8.14		6.04		0.41		4.69	NA		NA			1.38		16.57		150.40		11.57		150.40		28.76		0.36		1.74		28.80
LSBI	LSB Fin. Corp. of Lafayette IN*		9.21		9.21		0.18		2.00		4.53		0.05		0.50		4.18		26.78		1.26		22.07		44.10		4.06		44.10	NM			0.00		0.00		0.00
LPSB	LaPorte Bancrp MHC of IN(45.0)		11.87		9.88		0.68		5.57		8.39		0.42		3.40		1.50		66.21		1.49		11.92		64.79		7.69		79.61		19.53		0.00		0.00		0.00
LSBK	Lake Shore Bnp MHC of NY(40.2)		12.87		12.87		0.59		4.53		4.97		0.61		4.64	NA		NA			0.68		20.12		90.26		11.62		90.26		19.64		0.24		2.91		58.54
LEGC	Legacy Bancorp, Inc. of MA*		12.43		11.01		-0.85		-6.65		-11.26		-0.44		-3.43		2.50		39.57		1.44	NM			60.47		7.52		69.41	NM			0.20		2.42	NM
LABC	Louisiana Bancorp, Inc. of LA*		20.50		20.50		0.74		3.29		3.92		0.64		2.83		0.84		66.34		1.06		25.52		92.67		19.00		92.67		29.60		0.00		0.00		0.00
MSBF	MSB Fin Corp MHC of NJ (40.9)		11.06		11.06		0.12		1.03		1.10		0.15		1.28	NA		NA		NA		NM			94.65		10.47		94.65	NM			0.12		1.65	NM
MGYR	Magyar Bancorp MHC of NJ(44.7)		7.31		7.31		-0.41		-5.69		-10.28		-0.57		-7.82	NA		NA			1.24	NM			55.89		4.08		55.89	NM			0.00		0.00	NM
MLVF	Malvern Fed Bncp MHC PA(44.6)		9.84		9.84		-0.14		-1.41		-1.95		-0.17		-1.68		6.03		21.77		1.58	NM			73.15		7.20		73.15	NM			0.12		1.46	NM
MFLR	Mayflower Bancorp, Inc. of MA*		8.01		8.01		0.47		5.82		6.87		0.26		3.22	NA		NA			1.01		14.55		82.74		6.63		82.74		26.29		0.24		2.94		42.86
EBSB	Meridian Fn Serv MHC MA (41.8)		11.94		11.36		0.70		4.93		4.02		0.64		4.48		2.46		26.52		0.95		24.89		119.41		14.26		126.30		27.38		0.00		0.00		0.00
CASH	Meta Financial Group of IA*		7.26		7.00		1.02		17.08		8.51		0.82		13.81	NA		NA			1.36		11.74		154.59		11.22		160.92		14.52		0.52		1.49		17.45
MFSF	MutualFirst Fin. Inc. of IN*		7.12		6.78		0.10		1.07		2.78		0.15		1.60		2.31		48.85		1.57		36.00		49.01		3.49		51.61		24.00		0.24		3.33	NM
NASB	NASB Fin, Inc. of Grandview MO*		11.67		11.51		0.67		6.15		9.31		-1.24		-11.35	NA		NA			2.67		10.74		65.92		7.70		66.97	NM			0.00		0.00		0.00
NECB	NE Comm Bncrp MHC of NY (45.0)		20.84		20.56		-0.52		-2.42		-3.40		-0.50		-2.30		8.19		12.99		1.43	NM			72.27		15.06		73.53	NM			0.12		2.04	NM
NHTB	NH Thrift Bancshares of NH*		8.44		5.50		0.76		8.01		11.86		0.36		3.77	NA		NA			1.52		8.43		74.29		6.27		117.65		17.89		0.52		5.10		42.98
NVSL	Naug Vlly Fin MHC of CT (40.4) (8)		8.99		8.98		0.36		3.99		4.63		0.36		3.99	NA		NA			1.05		21.61		83.80		7.53		83.91		21.61		0.12		1.98		42.86
NFSB	Newport Bancorp, Inc. of RI*		11.20		11.20		0.27		2.40		2.86		0.30		2.62		0.30		259.65		1.00		34.94		85.71		9.60		85.71		32.11		0.00		0.00		0.00
FFFD	North Central Bancshares of IA*		8.52		8.52		0.33		3.09		7.94		0.27		2.55		3.55		56.02		2.48		12.59		48.60		4.14		48.60		15.22		0.04		0.29		3.64
NFBK	Northfield Bcp MHC of NY (43.6) (8)		18.10		17.50		0.73		3.75		3.09		0.68		3.53		2.88		30.08		2.47		32.35		119.83		21.69		124.86		34.38		0.20		1.82		58.82
NWBI	Northwest Bancshares Inc of PA*		16.11		14.25		0.55		4.03		3.47		0.69		5.10		1.87		49.45		1.36		28.84		92.65		14.92		107.03		22.83		0.40		3.65	NM
OBAF	OBA Financial Serv. Inc of MD*		21.12		21.12		-0.26		-1.79		-2.07		0.12		0.86	NA		NA			0.49	NM			64.39		13.60		64.39	NM			0.00		0.00	NM
OSHC	Ocean Shore Holding Co. of NJ*		12.50		12.50		0.68		6.05		6.84		0.68		6.05	NA		NA			0.61		14.62		75.99		9.50		75.99		14.62		0.24		2.31		33.80
OCFC	OceanFirst Fin. Corp of NJ*		8.78		8.78		0.75		8.53		6.83		0.69		7.89	NA		NA			1.02		14.64		114.59		10.06		114.59		15.81		0.48		4.05		59.26
OABC	OmniAmerican Bancorp Inc of TX*		17.78		17.78		0.12		0.90		0.98		-0.04		-0.33	NA		NA			1.16	NM			66.65		11.85		66.65	NM			0.00		0.00		0.00
ONFC	Oneida Financial Corp. of NY*		13.45		9.46		0.60		6.84		6.76		0.61		6.97	NA		NA			1.17		14.79		65.78		8.85		93.55		14.51		0.53		6.89	NM
OR IT	Oritani Financial Corp of NJ*		25.71		25.71		0.62		3.94		2.86		0.60		3.79	NA		NA			1.69		34.93		84.35		21.68		84.35		36.27		0.30		3.18	NM
PSBH	PSB Hldgs Inc MHC of CT (42.9)		8.94		7.56		-0.96		-11.25		-16.51		0.47		5.55		2.63		18.50		0.92	NM			63.42		5.67		76.11		12.29		0.00		0.00	NM
PVFC	PVF Capital Corp. of Solon OH*		9.60		9.60		-0.43		-6.33		-7.58		-0.97		-14.35		9.73		35.01		4.69	NM			58.93		5.66		58.93	NM			0.00		0.00	NM
PFED	Park Bancorp of Chicago IL*		10.61		10.61		-1.97		-17.68	NM			-1.92		-17.20	NA		NA			2.66	NM			22.47		2.38		22.47	NM			0.00		0.00	NM
PVSA	Parkvale Financial Corp of PA*		4.73		3.23		-0.96		-12.53	NM			-0.88		-11.58	NA		NA			1.83	NM			45.09		2.13		67.01	NM			0.20		2.81	NM
PBHC	Pathfinder BC MHC of NY (36.3)		6.20		5.26		0.45		6.42		10.48		0.41		5.84	NA		NA			1.28		9.55		65.28		4.05		77.68		10.50		0.12		1.90		18.18
PEOP	Peoples Fed Bancshrs Inc of MA*		20.23		20.23		0.37	NM			2.70		0.29	NM		NA		NA			0.85		37.04		67.12		13.58		67.12	NM			0.00		0.00		0.00
PBCT	Peoples United Financial of CT*		24.66		18.03		0.38		1.54		1.66		0.40		1.61	NA		NA			1.13	NM			89.95		22.18		133.87	NM			0.62		4.68	NM
PROV	Provident Fin. Holdings of CA*		9.13		9.13		0.08		0.95		1.88		-0.67		-8.18		7.85		39.62		3.57	NM			47.59		4.34		47.59	NM			0.04		0.75		40.00
PBNY	Provident NY Bncrp, Inc. of NY*		14.48		9.44		0.68		4.74		6.44		0.54		3.73		1.11		94.66		1.82		15.52		72.64		10.52		117.98		19.68		0.24		2.97		46.15
PBIP	Prudential Bncp MHC PA (29.3)		10.66		10.66		0.33		2.99		2.41		0.45		4.05	NA		NA			0.99	NM			130.56		13.91		130.56		30.65		0.20		2.84	NM
PULB	Pulaski Fin Cp of St. Louis MO*		5.99		5.71		-0.09		-1.07		-1.85		-0.28		-3.48		4.78		40.43		2.14	NM			80.30		4.81		84.49	NM			0.38		5.86	NM
RIVR	River Valley Bancorp of IN*		6.67		6.66		0.48		6.82		8.49		0.33		4.68	NA		NA			0.87		11.78		83.39		5.56		83.49		17.19		0.84		5.75		67.74
RVSB	Riverview Bancorp, Inc. of MA*		9.93		7.15		-0.47		-4.60		-18.69		-0.45		-4.48		5.66		40.04		2.72	NM			25.22		2.51		36.13	NM			0.00		0.00	NM
RCKB	Rockville Fin MHC of CT (43.3)		10.13		10.07		0.73		7.34		5.60		0.69		6.86		1.08		75.89		0.94		17.87		126.60		12.83		127.49		19.12		0.24		2.20		39.34
ROMA	Roma Fin Corp MHC of NJ (26.9)		14.85		14.82		0.32		1.99		1.33		0.44		2.70	NA		NA			1.18	NM			149.50		22.21		149.93	NM			0.32		3.04	NM
ROME	Rome Bancorp, Inc. of Rome NY*		18.59		18.59		1.08		5.94		5.69		1.02		5.61	NA		NA			0.89		17.58		103.10		19.17		103.10		18.64		0.36		3.86		67.92
SIFI	SI Fin Gp Inc MHC of CT (38.2)		9.12		8.70		0.25		2.86		2.88		0.23		2.56		0.97		56.81		0.80		34.74		95.79		8.74		100.92		38.82		0.12		1.82		63.16
SVBI	Severn Bancorp, Inc. of MD*		8.11		8.08		-1.47		-12.93	NM			-1.64		-14.47		12.02		28.26		4.04	NM			55.88		4.53		56.10	NM			0.00		0.00	NM

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Exhibit IV-1B (continued)
Weekly Thrift Market Line — Part Two
Prices As Of August 20, 2010

		Key Financial Ratios														Asset Quality Ratios						Pricing Ratios										Dividend Data(6)
				Tang.																								Price/		Price/		Ind.		Divi-
		Equity/		Equity/		Reported Earnings						Core Earnings				NPAs		Resvs/		Resvs/		Price/		Price/		Price/		Tang.		Core		Div./		dend		Payout
Financial Institution		Assets		Assets		ROA(5)		ROE(5)		ROI(5)		ROA(5)		ROE(5)		Assets		NPAs		Loans		Earning		Book		Assets		Book		Earnings		Share		Yield		Ratio(7)
		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(X)		(%)		(%)		(%)		(x)		($)		(%)		(%)
NASDAQ Listed OTC Companies (continued)
SUPR	Superior Bancorp of AL(8)*		5.59		5.15		-0.62		-8.96	NM			-0.78		-11.26		12.91		18.32		3.13	NM			8.24		0.46		9.00	NM			0.00		0.00	NM
THRD	TF Fin. Corp. of Newtown PA*		10.17		9.60		0.55		5.50		6.54		0.48		4.75	NA		NA			1.28		15.30		82.35		8.38		87.78		17.71		0.80		3.56		54.42
TFSL	TFS Fin Corp MHC of OH (26.3)		16.09		16.02		0.09		0.53		0.33		-0.11		-0.70		3.48		31.13		1.32	NM			161.65		26.01		162.50	NM			0.00		0.00		0.00
TBNK	Territorial Bancorp, Inc of HI*		15.41		15.41		0.59		4.29		3.97		0.78		5.66		0.25		48.36		0.28		25.17		95.28		14.69		95.28		19.09		0.28		1.61		40.58
TSBK	Timberland Bancorp, Inc. of WA*		9.55		8.77		-0.45		-3.65		-11.39		-0.27		-2.19		6.49		22.92		2.00	NM			39.78		3.80		43.69	NM			0.00		0.00	NM
TRST	TrustCo Bank Corp NY of NY*		6.67		6.65		0.83		12.46		7.33		0.77		11.53		1.44		70.98		1.68		13.65		164.46		10.96		164.95		14.76		0.26		4.76		65.00
UCBA	United Comm Bncp MHC IN (40.7)		12.66		12.66		0.19		1.41		1.39		0.17		1.27	NA		NA		NA		NM			101.41		12.84		101.41	NM			0.44		6.10	NM
UCFC	United Community Fin. of OH*		9.41		9.38		-1.04		-11.07	NM			-1.22		-12.96		9.31		18.91		2.22	NM			19.16		1.80		19.22	NM			0.00		0.00	NM
UBNK	United Financial Bncrp of MA*		14.44		13.98		0.55		3.56		3.49		.0.68		4.38		1.20		52.43		0.89		28.67		100.88		14.57		104.80		23.32		0.32		2.33		66.67
UWBK	United Western Bncp, Inc of CO*		5.28		5.28		-3.75	NM		NM			-2.45		-41.32	NA		NA			3.13	NM			13.03		0.69		13.03	NM			0.00		0.00	NM
VPFG	ViewPoint Financial Group of TX*		14.20		14.16		0.17		1.55		1.40		0.46		4.18		0.85		60.85		0.88	NM			86.52		12.29		86.77		26.60		0.16		1.72	NM
WSB	WSB Holdings, Inc. of Bowie MD*		12.36		12.36		-0.88		-7.37		-20.00		-0.85		-7.08	NA		NA			3.71	NM			36.44		4.51		36.44	NM			0.00		0.00	NM
WSFS	WSFS Financial Corp. of DE*		6.93		6.60		0.03		0.38		0.43		0.09		1.14		2.30		71.35		2.47	NM			100.27		6.94		105.65	NM			0.48		1.30	NM
WVFC	WVS Financial Corp. of PA*		7.72		7.72		0.23		2.96		3.83		0.27		3.50	NA		NA		NA			26.14		81.39		6.28		81.39		22.12		0.64		5.57	NM
WFSL	Washington Federal, Inc. of WA*		13.16		11.52		0.83		6.38		6.28		1.17		8.96	NA		NA			1.86		15.94		92.76		12.21		108.00		11.35		0.20		1.34		21.28
WSBF	Waterstone Fin MHC of WI(26.2)		9.22		9.22		-0.46		-5.10		-7.12		-0.96		-10.56		10.27		17.79		2.37	NM			70.81		6.53		70.81	NM			0.00		0.00	NM
WAYN	Wayne Savings Bancshares of OH*		9.32		8.86		0.58		6.40		9.75		0.53		5.82	NA		NA			1.22		10.26		63.29		5.90		66.95		11.27		0.24		3.00		30.77
WFD	Westfield Fin. Inc. of MA*		19.39		19.39		0.34		1.64		1.87		0.31		1.52	NA		NA			1.64	NM			91.33		17.71		91.33	NM			0.24		3.21	NM

EXHIBIT IV-2

Historical Stock Price Indices

Exhibit IV-2
Historical Stock Price Indices(1)

								SNL		SNL
						NASDAQ		Thrift		Bank
Year/Qtr. Ended		DJIA		S&P 500		Composite		Index		Index
2000:	Quarter 1		10921.9		1498.6		4572.8		545.6		421.24
	Quarter 2		10447.9		1454.6		3966.1		567.8		387.37
	Quarter 3		10650.9		1436.5		3672.8		718.3		464.64
	Quarter 4		10786.9		1320.3		2470.5		874.3		479.44
2001:	Quarter 1		9878.8		1160.3		1840.3		885.2		459.24
	Quarter 2		10502.4		1224.4		2160.5		964.5		493.70
	Quarter 3		8847.6		1040.9		1498.8		953.9		436.60
	Quarter 4		10021.5		1148.1		1950.4		918.2		473.67
2002:	Quarter 1		10403.9		1147.4		1845.4		1006.7		498.30
	Quarter 2		9243.3		989.8		1463.2		1121.4		468.91
	Quarter 3		7591.9		815.3		1172.1		984.3		396.80
	Quarter 4		8341.6		879.8		1335.5		1073.2		419.10
2003:	Quarter 1		7992.1		848.2		1341.2		1096.2		401.00
	Quarter 2		8985.4		974.5		1622.8		1266.6		476.07
	Quarter 3		9275.1		996.0		1786.9		1330.9		490.90
	Quarter 4		10453.9		1112.0		2003.4		1482.3		548.60
2004:	Quarter 1		10357.7		1126.2		1994.2		1585.3		562.20
	Quarter 2		10435.5		1140.8		2047.8		1437.8		546.62
	Quarter 3		10080.3		1114.6		1896.8		1495.1		556.00
	Quarter 4		10783.0		1211.9		2175.4		1605.6		595.10
2005:	Quarter 1		10503.8		1180.6		1999.2		1516.6		551.00
	Quarter 2		10275.0		1191.3		2057.0		1577.1		563.27
	Quarter 3		10568.7		1228.8		2151.7		1527.2		546.30
	Quarter 4		10717.5		1248.3		2205.3		1616.4		582.80
2006:	Quarter 1		11109.3		1294.8		2339.8		1661.1		595.50
	Quarter 2		11150.2		1270.2		2172.1		1717.9		601.14
	Quarter 3		11679.1		1335.9		2258.4		1727.1		634.00
	Quarter 4		12463.2		1418.3		2415.3		1829.3		658.60
2007:	Quarter 1		12354.4		1420.9		2421.6		1703.6		634.40
	Quarter 2		13408.6		1503.4		2603.2		1645.9		622.63
	Quarter 3		13895.6		1526.8		2701.5		1523.3		595.80
	Quarter 4		13264.8		1468.4		2652.3		1058.0		492.85
2008:	Quarter 1		12262.9		1322.7		2279.1		1001.5		442.5
	Quarter 2		11350.0		1280.0		2293.0		822.6		332.2
	Quarter 3		10850.7		1166.4		2082.3		760.1		414.8
	Quarter 4		8776.4		903.3		1577.0		653.9		268.3
2009:	Quarter 1		7608.9		797.9		1528.6		542.8		170.1
	Quarter 2		8447.0		919.3		1835.0		538.8		227.6
	Quarter 3		9712.3		1057.1		2122.4		561.4		282.9
	Quarter 4		10428.1		1115.1		2269.2		587.0		260.8
2010:	Quarter 1		10856.6		1169.4		2398.0		626.3		301.1
	Quarter 2		9744.0		1030.7		2109.2		564.5		257.2
As of Aug. 20, 2010			10215.6		1071.7		2179.8		538.6		248.0

(1)	End of period data.
Sources: SNL Financial and The Wall Street Journal.

EXHIBIT IV-3

Historical Thrift Stock Indices

Index Values

	Index Values											Price Appreciation (%)
	07/30/10		06/30/10		12/31/09		07/31/09		1 Month		YTD		LTM
All Pub. Traded Thrifts		585.7		564.5		587.0		571.1		3.76		-0.21		2.55
MHC Index		3,058.5		3,070.1		2,962.4		2,943.6		-0.38		3.24		3.90
Stock Exchange Indexes
NYSE-Alt Thrifts		294.9		293.9		331.6		358.2		0.36		-11.07		-17.66
NYSE Thrifts		121.5		110.8		110.2		93.5		9.63		10.24		29.87
OTC Thrifts		1,551.8		1,520.1		1,597.4		1,598.3		2.08		-2.86		-2.91
Geographic Indexes
Mid-Atlantic Thrifts		2,529.6		2,413.0		2,420.4		2,260.5		4.83		4.51		11.90
Midwestern Thrifts		2,024.4		2,032.3		2,084.0		2,268.2		-0.39		-2.86		-10.75
New England Thrifts		1,550.9		1,486.2		1,682.2		1,700.9		4.35		-7.80		-8.82
Southeastern Thrifts		252.4		248.2		238.6		308.7		1.69		5.78		-18.24
Southwestern Thrifts		302.9		302.4		339.0		352.6		0.16		-10.64		-14.08
Western Thrifts		53.5		50.3		56.6		45.4		6.48		-5.40		17.89
Asset Size Indexes
Less than $250M		768.8		767.0		810.0		965.0		0.25		-5.08		-20.33
$250M to $500M		2,432.8		2,460.4		2,247.4		2,346.0		-1.12		8.25		3.70
$500M to $1B		1,117.6		1,105.1		1,096.7		1,192.8		1.14		1.91		-6.30
$1B to $5B		1,437.9		1,380.8		1,393.3		1,508.6		4.14		3.20		-4.68
Over $5B		296.5		285.1		301.5		280.6		4.00		-1.66		5.69
Pink Indexes
Pink Thrifts		143.0		146.5		142.1		162.1		-2.39		0.64		-11.80
Less than $75M		423.6		446.0		406.8		491.6		-5.03		4.11		-13.85
Over $75M		143.5		146.9		142.8		162.5		-2.26		0.49		-11.64
Comparative Indexes
Dow Jones Industrials		10,465.9		9,774.0		10,428.1		9,171.6		7.08		0.36		14.11
S&P 500		1,101.6		1,030.7		1,115.1		987.5		6.88		-1.21		11.56

All SNL indexes are market-value weighted, i.e., an institution’s effect on an index is proportionate to that Institution’s market capitalization. All SNL thrift indexes, except for the SNL MHC Index, began at 100 on March 30, 1984. The SNL MHC Index began at 201.082 on Dec. 31, 1992, the level of the SNL Thrift Index on that date. On March 30, 1984, the S&P 500 closed at 159.2 and the Dow Jones Industrials stood at 1,164.9.

Mid-Atlantic: DE, DC, MD, NJ, NY, PA, PR; Midwest: IA, IL, IN, KS, KY, MI, MN, MO, ND, NE, OH, SD, WI;
New England: CT, MA, ME, NH, RI, VT; Southeast: AL, AR, FL, GA, MS, NC, SC, TN, VA, WV;
Southwest: CO, LA, NM, OK, TX, UT; West: AZ, AK, CA, HI, ID, MT, NV, OR, WA, WY

AUGUST 2010 SNLFinancial 31

EXHIBIT IV-4

Pennsylvania Thrift Acquisitions 2007 — Present

Exhibit IV-4
Pennsylvania Thrift Acquisitions 2007-Present

							Target Financial at Announcement														Deal Terms and Pricing at Announcement
							Total										NPAs/		Rsrvs/		Deal		Value/										Prem/
Announce	Complete						Assets		E/A		TE/A		ROAA		ROAE		Assets		NPLs		Value		Share		P/B		P/TB		P/E		P/A		Cdeps
Date	Date		Buyer Short Name		Target Name		($000)		(%)		(%)		(%)		(%)		(%)		(%)		($M)		($)		(%)		(%)		(x)		(%)		(%)
08/24/2010	Pending		Customers USA Bank	PA	Berkshire Bancorp, Inc.	PA		147,083		8.04		7.78		0.07		-5.85		6.72		21.35	NA		NA		NA		NA		NA		NA		NA
08/09/2010	Pending		F.N.B. Corp.	PA	Comm Bancorp, Inc.	PA		641,765		8.36		8.31		-0.82		-9.59		3.89		80.03		67.8		39.363		126.45		127.27	NM			10.57		2.97
05/13/2010	Pending		Continental Bank Holdings Inc.	PA	First Resource Bank	PA		127,501		11.29		11.29		0.37		0.26		1.88		101.82		8.0		5.500		85.54		85.54	NM			6.27	NM
05/05/2010	Pending		Northwest Bancshares, Inc.	PA	NexTier Incorporated	PA		588,015		4.15		3.32		-2.35		-35.67		6.13		34.12		20.3		200.000		83.13		105.04	NM			3.46		0.20
04/19/2010	Pending		Donegal Group Inc.	PA	Union National Financial Corporation	PA		489,644		6.40		6.40		-0.14		-2.26		2.83		72.92		25.2		8.219		80.26		80.26	NM			5.59	NM
12/27/2009	Pending		Tower Bancorp Inc.	PA	First Chester County Corporation	PA		1,306,681		6.23		5.64		-0.35		-2.65		2.72		72.12		64.8		10.215		81.01		90.16	NM			4.96	NM
11/03/2009		07/01/2010	Bryn Mawr Bank Corp.	PA	First Keystone Financial, Inc.	PA		525,376		6.22		6.22		-0.55		-8.87		0.58		115.44		32.8		13.426		99.90		99.90	NM			6.24	NA
06/16/2009		07/01/2010	Fidelity S&L Assn.	PA	Croydon Savings Bank	PA		12,917		7.60		7.60		-1.56		-17.00		11.63		24.50	NA		NA		NA		NA		NA		NA		NA
01/29/2009		10/23/2009	Northwest Bancorp Inc. (MHC)	PA	Keystone State Savings Bank	PA		25,650		14.71		14.71		-0.27		-1.83		0.00	NA		NA		NA		NA		NA		NA		NA		NA
10/13/2008		01/30/2009	Banco Santander S.A.	PA	Sovereign Bancorp, Inc.	PA		77,321,406		9.49		4.92		-3.05		-30.08		0.91		150.03		1,909.9		3.810		35.41		68.40	NM			3.27	NA
05/20/2008		12/05/2008	Harleysville National Corp.	PA	Willow Financial Bancorp, Inc.	PA		1,568,858		12.74		6.19		0.37		2.88		0.30		270.17		161.5		10.235		79.65		175.85		26.24		10.29		7.34
02/25/2008		10/17/2008	Sharon MHC	PA	Morton Savings Bank	PA		19,484		5.74		5.74		-0.66		-10.79		0.00	NA		NA		NA		NA		NA		NA		NA		NA
09/06/2007		02/01/2008	National Penn Bancshares Inc.	PA	KNBT Bancorp, Inc.	PA		2,888,789		12.19		7.90		0.68		5.56		0.15		407.84		460.1		17.119		126.34		204.67		22.82		15.93		13.14
04/30/2007		04/30/2007	Franklin Security Bancorp Inc.	PA	Guard Security Bank	PA		79,471		8.50		8.48		-0.81		-9.19		0.00	NA		NA		NA		NA		NA		NA		NA		NA
					Average:			6,124,474		8.69		7.46		-0.65		-8.93		2.70		122.76		305.60		34.21		88.63		115.23		24.53		7.40		5.91
					Median:			507,510		8.20		7.00		-0.45		-7.36		1.40		80.03		64.80		10.24		83.13		99.90		24.53		6.24		5.16

Source: SNL Financial, LC.

EXHIBIT IV-5

Alliance Bancorp, Inc.
Director and Senior Management Summary Resumes

Exhibit IV-5
Alliance Bancorp, Inc.
Senior and Senior Management Summary Resumes

			Principal Occupation During	Year Term			Director
Name	Age		the Past Five Years/Public Directorships	Expires			Since(1)
J. William Cotter, Jr.		67	Chairman and a partner in Title Alliance. Ltd., a management company located in Media, Pennsylvania. Also the owner of Real Alliances, LLC. a consulting company located in Media, Pennsylvania, and a Director of J.M. Oliver Heating and Air Conditioning Company, Morton, Pennsylvania. Also serves as a director of Aklero, Radnor. Pennsylvania, a company which reviews and reports on the accuracy of mortgage files. Previously, Mr. Cotter served as Chief Executive Officer of T.A. Title Insurance Co., Media, Pennsylvania from 1979 until his retirement in December 2006.		2012			1986
Dennis D. Cirucci		59	President and Chief Executive Officer of Alliance Bancorp since January 2007 and Chief Executive Officer of Alliance Bank since April 2005 and President of Alliance Bank since April 2003. Also the Chief Operating Officer of Alliance Bank between April 1997 and April 2005 and Executive Vice President of Alliance Bank between April 1997 and April 2003. Between January 1993 and April 1997 served as Executive Vice President, Treasurer and Chief Financial Officer of Alliance Bank. Between 1983 and 1993, served as Alliance Bank’s Treasurer and Chief Financial Officer. Prior thereto, employed as a certified public accountant with the accounting firm of Deloitte & Touche LLP.		2013	(2)		1995
Timothy E. Flatley		51	President. Owner and Founder of Sterling Investment Advisors. Ltd. since 2000.		2011			2005
William E. Hecht		63	Chairman of the Board of Alliance Bancorp since April 2000. Served as Chief Executive Officer of Alliance Bank between January 1990 and April 2005. Also, served as President of Alliance Bank between January 1, 1990 and April 2003. Prior thereto, was Senior Vice President and served Alliance Bank in various positions beginning in 1972.		2012		1988

Exhibit IV-5 (continued)
Alliance Bancorp, Inc.
Senior and Senior Management Summary Resumes

			Principal Occupation During	Year Term		Director
Name	Age		the Past Five Years/Public Directorships	Expires		Since(1)
Peter J. Meier		55	Executive Vice President and Chief Financial Officer of Alliance Bancorp since January 2007 and Executive Vice President of Alliance Bank since April 2003 and Chief Financial Officer of Alliance Bank since April 1997. Also served as Senior Vice President of Alliance Bank between April 1997 and April 2003. Joined Alliance Bank in 1995 as Vice President of Finance. Prior to joining Alliance Bank, employed by other financial institutions and also worked at Deloitte & Touche LLP in public accounting specializing in financial institutions.		2011		2005
G. Bradley Rainer		63	Partner in the law firm of Reger Rizzo & Darnall LLP. Philadelphia, Pennsylvania, Mr. Rainer chairs the Estates and Trusts Department of the firm and practices primarily in the estate planning and business areas, From 1993 until 2007, was a principal in the law firm of Eckell Sparks Levy Auerbach Monte Rainer & Sloane. P.C., Media, Pennsylvania. Also is an adjunct professor at Temple University School of Law, where he teaches Transactional Practice, a seminar course integrating business law, trusts and estates law and professional responsibility and Planning for the Family that Owns and Operates a Business, a Masters program course.		2013		2003
John A. Raggi		67	Vice President of Sales. Alcom Printing Group, Broomall, Pennsylvania, since 1962.		2012		1992
Philip K. Stonier		70	Self-employed as an Individual Practitioner Business Consultant and Tax Preparer since June 2000. Prior thereto, the Treasurer, Financial Vice President and Chief Operating Officer for A&L Handles. Inc., Pottstown. Pennsylvania since 1981. A&L Handles, Inc. develops and manufactures caps and handles for tools. Prior to 1981. Mr. Stonier served as a partner in a small accounting firm.		2011		2002
R. Cheston Woolard		57	Managing partner of Woolard, Krajnik, Masciangelo, LLP, a certified public accounting firm with offices in Montgomery and Chester Counties, Pennsylvania. Member of the American and Pennsylvania Institutes of Certified Public Accountants and the Affordable Housing Association of Certified Public Accountants. Also Chairman of the West Whiteland Municipal Services Commission and Treasurer of the Downingtown Area Regional Authority.		2013		2004

(1)	Includes service as a director of Alliance Bank.
(2)	Mr. Cirucci currently serves as a director of Alliance Bancorp in the class whose terms are scheduled to expire in 2011. In order to make the number of directors in each class of Alliance Bancorp-New as nearly equal as possible, as required by the bylaws. Mr. Cirucci has been appointed to the class of 2013.

EXHIBIT IV-6

Alliance Bancorp, Inc.
Pro Forma Regulatory Capital Ratios

Exhibit IV-6
Alliance Bancorp, Inc.
Pro Forma Regulatory Capital Ratios

						Pro Forma at June 30, 2010
																								15% Above
						Minimum of						Midpoint of						Maximum of						Maximum of
						Offering Range						Offering Range						Offering Range						Offering Range
	Alliance Bank Historical at					2,635,000 Shares						3,100,000 Shares						3,565,000 Shares						4,099,750 Shares
	June 30, 2010					At $10.00 per Share						At $10.00 Per Share						at $10.00 Per Share						at $10.00 Per Share
	(Unaudited)
			Percent						Percent						Percent						Percent						Percent
			of						of						of						of						of
	Amount		Assets (1)			Amount			Assets			Amount			Assets			Amount			Assets			Amount			Assets
	(Dollars in Thousands)
GAAP capital	$	46,796		10.44	%	$	62,769			13.48	%	$	64,474			13.79	%	$	66,179			14.10	%	$	68,140			14.45	%
Tier 1 capital:
Actual	$	47,117		10.05	%	$	63,090			12.98	%	$	64,795			13.28	%	$	66,500			13.57	%	$	68,461			13.91	%
Requirement		18,755		4.00			19,443			4.00			19,519			4.00			19,596			4.00			19,685			4.00
Excess	$	28,362		6.05	%	$	43,647			8.98	%	$	45,276			9.28	%	$	46,904			9.57	%	$	48,776			9.91	%
Tier 1 risk-based capital:
Actual	$	47,117		16.06	%	$	63,090			21.26	%	$	64,795			21.81	%	$	66,500			22.35	%	$	68,461			22.98	%
Requirement		11,733		4.00			11,870			4.00			11,886			4.00			11,901			4.00			11,919			4.00
Excess	$	35,384		12.06	%	$	51,220			17.26	%	$	52,909			17.81	%	$	53,599			18.35	%	$	56,542			18.98	%
Total capital:
Actual	$	50,790		17.32	%	$	66,763			22.50	%	$	68,468			23.04	%	$	70,173			23.59	%	$	72,134			24.21	%
Requirement		23,466		8.00			23,741			8.00			23,771			8.00			23,802			8.00			23,837			8.00
Excess	$	27,324		9.32	%	$	43,022			14.50	%	$	44,697			15.04	%	$	46,371			15.59	%	$	48,297			16.21	%
Reconciliation of capital infused into Alliance Bank:
Net proceeds infused						$	12,036					$	14,269					$	16,502					$	19,070
Less:
Common stock acquired by employee stock ownership plan							(1,221	)					(1,437	)					(1,652	)					(1,900	)
Less:
Shares acquired by stock recognition plan							(1,771	)					(2,083	)					(2,396	)					(2,755	)
Plus:
Net assets received from mutual holding company							6,929						6,929						6,929						6,929
Pro forma increase in GAAP and regulatory capital						$	15,973					$	17,678					$	19,383					$	21,344

(1) Adjusted total or adjusted risk-weighted assets, as appropriate.

EXHIBIT IV-7

Alliance Bancorp, Inc.
Pro Forma Analysis Sheet

EXHIBIT IV-7
PRO FORMA ANALYSIS SHEET
Alliance Bancorp, Inc.
Prices as of August 20, 2010

			Subject			Peer Group						Pennsylvania Companies						All Public Thrifts
Valuation Midpoint Pricing Multiples		Symbol	at Midpoint			Mean			Median			Mean			Median			Mean			Median
Price-earnings multiple	=	PIE		65.94	x		16.11	x		14.55	x		20.76	x		20.72	x		18.54	x		15.93	x
Price-core earnings multiple	=	P/CE		64.07	x		18.93	x		17.89	x		19.92	x		19.91	x		17.98	x		17.19	x
Price-book ratio	=	P/B		64.69	%		81.26	%		81.87	%		77.82	%		82.98	%		70.74	%		68.12	%
Price-tangible book ratio	=	P/TB		64.69	%		90.93	%		86.75	%		85.01	%		85.70	%		78.82	%		75.42	%
Price-assets ratio	=	P/A		10.84	%		7.75	%		6.46	%		6.88	%		7.96	%		8.20	%		6.96	%

Valuation Parameters

Pre-Conversion Earnings (Y)	$	787,000		(12Mths 6/10)	ESOP Stock (% of Offering + Foundation) (E)		4.63	%
Pre-Conversion Core Earnings (YC)	$	810,000		(12Mths 6/10)	Cost of ESOP Borrowings (S)		0.00	%
Pre-Conversion Book Value (B)	$	55,495,773		(2)	ESOP Amortization (T)		20.00		Years
Pre-Conv. Tang. Book Value (B)	$	55,495,773		(2)	RRP (% of Offering + Foundation (M)		6.72	%
Pre-Conversion Assets (A)	$	455,374,773		(2)	RRP Vesting (N)		5.00		Years
Reinvestment Rate (R)		2.60	%		Fixed Expenses	$	1,240,000
Tax rate (TAX)		34.00	%		Variable Expenses (Blended Commission %)		3.94	%
After Tax Reinvest. Rate (R)		1.72	%		Percentage Sold (PCT)		59.5187	%
Est. Conversion Expenses (1)(X)		7.94	%	(1)	MHC net assets	$	6,928,773
Insider Purchases	$	355,000			Options as (% of Offering + Foundation) (O1)		10.00	%
Price/Share	$	10.0			Estimated Option Value (O2)		31.30	%
MHC Cash Assets (MHC CASH)	$	4,286,000			Option Vesting Period (O3)		5.00		Years
Foundation Stock Contribution (FS)	$	—			% of Options taxable (O4)		25.00	%
Foundation Tax Benefit (FT)	$	—

Calculation of Pro Forma Value After Conversion

1.	V=	P/E * (Y + MHC CASH * R)	V=	$	52,084,490
		1 - P/E * PCT * ((1-X-E-M-FS)*R - (1-TAX)*(E/T) - (1-TAX)*(M/N)-(1-TAX*O4)*(O1*O2/O3)))
2.	V=	P/Core E * (YC- MHC CASH *R)	V=	$	52,084,490
		1 - P/Core E * PCT * ((1-X-E-M-FS)*R - (1-TAX)*(E/T) - (1-TAX)*(M/N)-(1-TAX*04)*(O1*O2/03)))
3.	V=	P/B * (B+FT) 1 - P/B * PCT * (1-X-E-M)	V=	$	52,084,490
4.	V=	P/TB * (B+FT) 1 - P/TB * PCT * (1-X-E-M)	V=	$	52,084,490
5.	V=	P/A * (A+FT) 1 - P/A * PCT * (1-X-E-M)	V=	$	52,084,490

Shares

			2nd Step		Full		Plus:		Total Market
	2nd Step		Exchange		Conversion		Foundation		Capitalization		Exchange
Conclusion	Offering Shares		Shares		Shares		Shares		Shares		Ratio
Supermaximum		4,099,750		2,788,424		6,888,174		0		6,888,174		1.0317
Maximum		3,565,000		2,424,717		5,989,717		0		5,989,717		0.8971
Midpoint		3,100,000		2,108,449		5,208,449		0		5,208,449		0.7801
Minimum		2,635,000		1,792,182		4,427,182		0		4,427,182		0.6631

Market Value

			2nd Step		Full				Total Market
	2nd Step		Exchange		Conversion		Foundation		Capitalization
Conclusion	Offering Value		Shares Value		$ Value		$ Value		$ Value
Supermaximum	$	40,997,500	$	27,884,240	$	68,881,740	$	0	$	68,881,740
Maximum	$	35,650,000	$	24,247,170	$	59,897,170		0	$	59,897,170
Midpoint	$	31,000,000	$	21,084,490	$	52,084,490		0	$	52,084,490
Minimum	$	26,350,000	$	17,921,820	$	44,271,820		0	$	44,271,820

(1)	Estimated offering expenses at midpoint of the offering.
(2)	Includes the effect of consolidating negative $5 thousand of net assets at the MHC level.

EXHIBIT IV-8

Alliance Bancorp, Inc.
Pro Forma Effect of Conversion Proceeds

Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
Alliance Bancorp, Inc.
At the Minimum of the Range

1.	Fully Converted Value and Exchange Ratio
	Fully Converted Value	$	44,271,820
	Exchange Ratio		0.66310
	2nd Step Offering Proceeds	$	26,350,000
	Less: Estimated Offering Expenses		2,278,240
	2nd Step Net Conversion Proceeds (Including Foundation)	$	24,071,760
2.	Estimated Additional Income from Conversion Proceeds
	Net Conversion Proceeds	$	24,071,760
	Less: ESOP Stock Purchases (1)		(1,221,002	)
	Less: RRP Stock Purchases (2)		(1,770,873	)
	Net Proceeds	$	21,079,885
	Plus: MHC Assets Available For Reinvestment		4,286,000
		$	25,365,885
	Estimated after-tax net incremental rate of return		1.72	%
	Earnings Increase	$	435,279
	Less: Consolidated interest cost of ESOP borrowings		0
	Less: Amortization of ESOP borrowings(3)		(40,293	)
	Less: RRP Vesting (3)		(233,755	)
	Less: Option Plan Vesting (4)		(150.930	)
	Net Earnings Increase	$	10,300

				Net
		Before		Earnings		After
		Conversion		Increase		Conversion
3.	Pro Forma Earnings
	12 Months ended June 30, 2010 (reported)	$	787,000	$	10,300	$	797,300
	12 Months ended June 30, 2010 (core)	$	810,000	$	10,300	$	820,300

		Before		Net Cash		Tax Benefit		After
		Conversion		Proceeds		and Other		Conversion
4.	Pro Forma Net Worth
	June 30, 2010	$	55,495,773	$	21,079,885	$	—	$	76,575,658
	June 30, 2010 (Tangible)	$	55,495,773	$	21,079,885	$	0	$	76,575,658

		Before		Net Cash		Tax Benefit		After
		Conversion		Proceeds		and Other		Conversion
5.	Pro Forma Assets
	June 30, 2010	$	455,374,773	$	21,079,885	$	0	$	476,454,658

(1)	Includes ESOP purchases of 6% of the second step offering.
(2)	Includes RRP purchases of 4% of the second step offering.
(3)	ESOP amortized over 20 years, RRP amortized over 5 years, tax effected at: 34.00%
(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable.

Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
Alliance Bancorp, Inc.
At the Midpoint of the Range

1. Fully Converted Value and Exchange Ratio
Fully Converted Value	$	52,084,490
Exchange Ratio		0.78012
2nd Step Offering Proceeds	$	31,000,000
Less: Estimated Offering Expenses		2,462,085
2nd Step Net Conversion Proceeds (Including Foundation)	$	28,537,915
2. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	28,537,915
Less: ESOP Stock Purchases (1)		(1,436,473	)
Less: RRP Stock Purchases (2)		(2,083,380	)
Net Proceeds	$	25,018,062
Plus: MHC Assets Available For Reinvestment		4,286,000
Net Cash Proceeds	$	29,304,062
Estimated after-tax net incremental rate of return		1.72	%
Earnings Increase	$	502,858
Less: Consolidated interest cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings(3)		(47,404	)
Less: RRP Vesting (3)		(275,006	)
Less: Option Plan Vesting (4)		(177,565	)
Net Earnings Increase	$	2,883

			Net
	Before		Earnings		After
	Conversion		Increase		Conversion
3. Pro Forma Earnings
12 Months ended June 30, 2010 (reported)	$	787,000	$	2,883	$	789,883
12 Months ended June 30, 2010 (core)	$	810,000	$	2,883	$	812,883

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
4. Pro Forma Net Worth
June 30, 2010	$	55,495,773	$	25,018,062	$	—	$	80,513,835
June 30, 2010 (Tangible)	$	55,495,773	$	25,018,062	$	—	$	80,513,835

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
5. Pro Forma Assets
June 30, 2010	$	455,374,773	$	25,018,062	$	—	$	480,392,835

(1)	Includes ESOP purchases of 6% of the second step offering.
(2)	Includes RRP purchases of 4% of the second step offering.
(3)	ESOP amortized over 20 years, RRP amortized over 5 years, tax effected at: 34.00%
(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable.

Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
Alliance Bancorp, Inc.
At the Maximum of the Range

1. Fully Converted Value and Exchange Ratio
Fully Converted Value	$	59,897,170
Exchange Ratio		0.89714
2nd Step Offering Proceeds	$	35,650,000
Less: Estimated Offering Expenses		2.645.931
2nd Step Net Conversion Proceeds (Including Foundation)	$	33,004,069
2. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	33,004,069
Less: ESOP Stock Purchases (1)		(1,651,944	)
Less: RRP Stock Purchases (2)		(2.395.887	)
Net Proceeds	$	28,956,238
Plus: MHC Assets Available For Reinvestment		4.286.000
Net Cash Proceeds	$	33,242,238
Estimated after-tax net incremental rate of return		1.72	%
Earnings Increase	$	570,437
Less: Consolidated interest cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings(3)		(54,514	)
Less: RRP Vesting (3)		(316,257	)
Less: Option Plan Vesting (4)		(204.200	)
Net Earnings Increase	$	(4,534	)

			Net
	Before		Earnings			After
	Conversion		Increase			Conversion
3. Pro Forma Earnings
12 Months ended June 30, 2010 (reported)	$	787,000		($4,534	)	$	782,466
12 Months ended June 30, 2010 (core)	$	810,000		($4,534	)	$	805,466

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
4. Pro Forma Net Worth
June 30, 2010	$	55,495,773	$	28,956,238	$	—	$	84,452,011
June 30, 2010 (Tangible)	$	55,495,773	$	28,956,238	$	0	$	84,452,011

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
5. Pro Forma Assets
June 30, 2010	$	455,374,773	$	28,956,238	$	0	$	484,331,011

(1)	Includes ESOP purchases of 6% of the second step offering.
(2)	Includes RRP purchases of 4% of the second step offering.
(3)	ESOP amortized over 20 years, RRP amortized over 5 years, tax effected at: 34.00%
(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable.

Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
Alliance Bancorp, Inc.
At the Supermaximum Value

1. Fully Converted Value and Exchange Ratio
Fully Converted Value	$	68,881,740
Exchange Ratio		1.03171
2nd Step Offering Proceeds	$	40,997,500
Less: Estimated Offering Expenses		2,857,353
2nd Step Net Conversion Proceeds (Including Foundation)	$	38,140,147
2. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	38,140,147
Less: ESOP Stock Purchases (1)		(1,899,736	)
Less: RRP Stock Purchases (2)		(2,755,270	)
Net Proceeds	$	33,485,142
Plus: MHC Assets Available For Reinvestment		4,286,000
Net Cash Proceeds	$	37,771,142
Estimated after-tax net incremental rate of return		1.72	%
Earnings Increase	$	648,153
Less: Consolidated interest cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings(3)		(62,691	)
Less: RRP Vesting (3)		(363,696	)
Less: Option Plan Vesting (4)		(234,830	)
Net Earnings Increase	$	(13,064	)

			Net
	Before		Earnings			After
	Conversion		Increase			Conversion
3. Pro Forma Earnings
12 Months ended June 30, 2010 (reported)	$	787,000		($13,064	)	$	773,936
12 Months ended June 30, 2010 (core)	$	810,000		($13,064	)	$	796,936

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
4. Pro Forma Net Worth
June 30, 2010	$	55,495,773	$	33,485,142	$	—	$	88,980,915
June 30, 2010 (Tangible)	$	55,495,773	$	33,485,142	$	0	$	88,980,915

	Before		Net Cash		Tax Benefit		After
	Conversion		Proceeds		of Foundation		Conversion
5. Pro Forma Assets
June 30, 2010	$	455,374,773	$	33,485,142	$	0	$	488,859,915

(1)	Includes ESOP purchases of 6% of the second step offering.
(2)	Includes RRP purchases of 4% of the second step offering.
(3)	ESOP amortized over 20 years, RRP amortized over 5 years, tax effected at: 34.00%
(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable.

EXHIBIT IV-9

Peer Group Core Earnings Analysis

RP FINANCIAL, LC.
Financial Services Industry Consultants
1100 North Glebe Road, Suite 1100
Arlington, Virginia 22201
(703) 528-1700

Core Earnings Analysis
Alliance Bancorp, Inc. of PA and Comparables
For the Twelve Months Ended June 30, 2010

										Estimated
		Net Income		Less: Net		Tax Effect		Less: Extd		Core Income				Estimated
		to Common		Gains (Loss)		@ 34%		Items		to Common		Shares		Core EPS
		($000)		($000)		($000)		($000)		($000)		($000)		($)
Comparable Group
BCSB	BCSB Bancorp, Inc. of MD		-1,864		-219		74		0		-2,009		3,121		-0.64
CEBX	Central Bncrp of Somerville MA		1,820		200		-68		0		1,952		1,667		1.17
ESBK	Elmira Svgs Bank, FSB of NY		3,269		-1,209		411		0		2,471		1,959		1.26
HARL	Harleysville Svgs Fin Cp of PA		4,970		14		-5		0		4,979		3,674		1.36
MFLR	Mayflower Bancorp. Inc. of MA(1)		1,163		-798		271		0		636		2,086		0.31
NHTB	NH Thrift Bancshares of NH		6,911		-4,914		1,671		0		3,668		5,772		0.64
NFSB	Newport Bancorp, Inc. of RI		1,226		194		-66		0		1,354		3,639		0.37
ROME	Rome Bancorp, Inc. of Rome NY		3,573		-370		126		0		3,329		6,778		0.49
THRD	TF Fin. Corp. of New town PA		3,956		-831		283		0		3,408		2,685		1.27
WVFC	WVS Financial Corp. of PA(1)		905		243		-83		0		1,065		2,057		0.52

(1) Financial information is for the quarter ending March 31, 2010.

Source: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP Financial, LC.

EXHIBIT V-1

RP^® Financial, LC.
Firm Qualifications Statement

RP^® FINANCIAL, LC.
Serving the Financial Services Industry Since 1988

FIRM QUALIFICATION STATEMENT

RP^® Financial (“RP^®) provides financial and management consulting, merger advisory and valuation services to the financial services industry nationwide. We offer a broad array of services, high quality and prompt service, hands-on involvement by principals and senior staff, careful structuring of strategic initiatives and sophisticated valuation and other analyses consistent with industry practices and regulatory requirements. Our staff maintains extensive background in financial and management consulting, valuation and investment banking. Our clients include commercial banks, thrifts, credit unions, mortgage companies and other financial services companies.

STRATEGIC PLANNING SERVICES

RP^®’s strategic planning services are designed to provide effective feasible plans with quantifiable results. We analyze strategic options to enhance shareholder value, achieve regulatory approval or realize other objectives. Such services involve conducting situation analyses; establishing mission/vision statements, strategic goals and objectives; and identifying strategies to enhance franchise and/or market value, capital management, earnings enhancement, operational matters and organizational issues. Strategic recommendations typically focus on: capital formation and management, asset/liability targets, profitability, return on equity and stock pricing. Our proprietary financial simulation models provide the basis for evaluating the impact of various strategies and assessing their feasibility and compatibility with regulations.

MERGER ADVISORY SERVICES

RP^®’s merger advisory services include targeting potential buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring merger transactions, preparing merger business plans and financial simulations, rendering fairness opinions, preparing mark-to-market analyses and supporting the implementation of post-acquisition strategies. RP^® is also expert in de novo charters, shelf charters and negotiating acquisitions of troubled institutions. Through financial simulations, comprehensive data bases, valuation proficiency and regulatory familiarity, RP^®’s merger advisory services center on enhancing shareholder returns.

VALUATION SERVICES

RP^®’s extensive valuation practice includes bank and thrift mergers, thrift mutual-to-stock conversions, goodwill impairment, insurance company demutualizations, ESOPs, subsidiary companies, purchase accounting and other purposes. We are highly experienced in performing appraisals which conform to regulatory guidelines and appraisal standards. RP^® is the nation’s leading valuation firm for thrift mutual-to-stock conversions, with appraised values ranging up to $4 billion.

OTHER CONSULTING SERVICES

RP^® offers other consulting services including evaluating the impact of regulatory changes (TARP, etc.), branching and diversification strategies, feasibility studies and special research. We assist banks/thrifts in preparing CRA plans and evaluating wealth management activities on a de novo or merger basis. Our other consulting services are aided by proprietary valuation and financial simulation models.

KEY PERSONNEL (Years of Relevant Experience & Contact Information)

Ronald S. Riggins, Managing Director (29)	(703) 647-6543	rriggins@rpfinancial.com
William E. Pommerening, Managing Director (25)	(703) 647-6546	wpommerening@rpfinancial.com
Gregory E. Dunn, Director (26)	(703) 647-6548	gdunn@rpfinancial.com
James P. Hennessey, Director (23)	(703) 647-6544	jhennessey@rpfinancial.com
James J. Oren, Director (22)	(703) 647-6549	joren@rpfinancial.com
Timothy M. Biddle, Senior Vice President (19)	(703) 647-6552	tbiddle@rpfinancial.com
Janice Hollar, Senior Vice President (24)	(703) 647-6554	jhollar@rpfinancial.com

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.4

Exhibit 99.4

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988                  

August 20, 2010

Boards of Directors
Alliance, MHC
Alliance Bancorp, Inc.
Alliance Bank
541 Lawrence Road,
Broomall, Pennsylvania 19008

Re: Plan of Conversion and Reorganization
      Alliance, MHC
      Alliance Bancorp, Inc.
      Alliance Bank

Members of the Boards of Directors:

     All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the “Plan”) adopted by the Board of Directors of Alliance, MHC (the “MHC”), Alliance Bancorp, Inc. (the “Company”) and Alliance Bank (the “Bank”), all based in Broomall, Pennsylvania. The Plan provides for the conversion of the MHC into the capital stock form of organization. Pursuant to the Plan, the MHC will be merged into the Company and the MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Company now owned by the MHC and the new holding company will be Alliance Bancorp, Inc.

     We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) the Tax-Qualified Plans; (3) Supplemental Eligible Account Holders; and (4) Other Members. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community and syndicated offerings, but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:

(1)	the subscription rights will have no ascertainable market value; and,
(2)	the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance.

     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 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 Company’s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.

Sincerely,
 

/s/ RP Financial, LC  

RP Financial, LC 

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.5

Exhibit 99.5

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988               

September 13, 2010

Boards of Directors
Alliance, MHC
Alliance Bancorp, Inc.
Alliance Bank
541 Lawrence Road,
Broomall, Pennsylvania 19008

Re: Plan of Conversion and Reorganization
      Alliance, MHC
      Alliance Bancorp, Inc.
      Alliance Bank

Members of the Boards of Directors:

     All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the “Plan”) adopted by the Board of Directors of Alliance, MHC (the “MHC”), Alliance Bancorp, Inc. (the “Company”) and Alliance Bank, all based in Broomall, Pennsylvania. The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, the MHC will be merged into the Company and the Company will merge with Alliance Bancorp, Inc., a newly-formed Pennsylvania corporation (the “Company”) with the Company as the resulting entity, and the MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Company now owned by the MHC.

     We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC’s ownership interest in the Company’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Company). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Alliance Bank. We further understand that Alliance Bank will also establish a liquidation account in an amount equal to the Company’s liquidation account, pursuant to the Plan. The liquidation accounts are designed to provide payments to depositors of their liquidation interests in the event of liquidation of Alliance Bank (or the Company and Alliance Bank).

     In the unlikely event that either Alliance Bank (or the Company and Alliance Bank) were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of the supplemental eligibility record date of the liquidation account maintained by the Company. Also, in a complete liquidation of both entities, or of Alliance Bank, when the Company has insufficient assets (other than the stock of Alliance Bank), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Alliance Bank has positive net worth, Alliance Bank

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

RP Financial, LC.
Boards of Directors
September 13, 2010
Page 2

shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Alliance Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Alliance Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

     Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Alliance Bank (or the Company and Alliance Bank), that liquidation rights in the Company automatically transfer to Alliance Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Alliance Bank, and that after two years from the date of conversion and upon written request of the OTS, the Company will transfer the liquidation account and depositors’ interest in such account to Alliance Bank and the liquidation account shall thereupon become the liquidation account of Alliance Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Alliance Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,
 

/s/ RP Financial, LC.  

RP Financial, LC.