S-1

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Table of Contents
Index to Consolidated Financial Statements of Meetinghouse Bank and Subsidiary

As filed with the Securities and Exchange Commission on March 9, 2012

Registration No. 333-                  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Meetinghouse Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Maryland
State or other jurisdiction of
incorporation or organization
6036
(Primary Standard Industrial
Classification Code Number)
45-4640630
(IRS Employer
Identification No.)

2250 Dorchester Avenue
Dorchester, Massachusetts 02124
(617) 298-2250
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Anthony A. Paciulli
President and Chief Executive Officer
Meetinghouse Bancorp, Inc.
2250 Dorchester Avenue
Dorchester, Massachusetts 02124
(617) 298-2250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Victor L. Cangelosi, Esq.	William W. Bouton III, Esq.
Kilpatrick Townsend & Stockton LLP	Hinckley, Allen & Snyder LLP
607 14th Street, NW, Suite 900	20 Church Street
Washington, DC 20005	Hartford, Connecticut 06103
(202) 508-5800	(860) 725-6200

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.    ý

         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 effective 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.

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

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock $0.01 par value	661,250	$10.00	$6,612,500	$760

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Regulation 457(o) under the Securities Act.

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

SUBSCRIPTION AND
COMMUNITY OFFERING
PROSPECTUS

MEETINGHOUSE BANCORP, INC.
(Proposed Holding Company for Meetinghouse Bank)
Up to 575,000 Shares of Common Stock

          Meetinghouse Bancorp, Inc. is offering shares of its common stock for sale in connection with the conversion of Meetinghouse Bank from the mutual to the stock form of ownership. After the offering, Meetinghouse Bancorp will be the holding company for Meetinghouse Bank through its ownership of 100% of Meetinghouse Bank's outstanding common stock. We intend to have our common stock quoted on the OTC Bulletin Board.

If you are or were a depositor of Meetinghouse Bank:

•

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

If you do not fit into the category above, but are interested in purchasing shares of our common stock:

•

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

          We are offering up to 575,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 425,000 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, our independent appraiser determines that our pro forma market value has increased, we may sell up to 661,250 shares without giving you further notice or the opportunity to change or cancel your order. If our pro forma market value at the end of the stock offering period is either below $4,250,000 or above $6,612,500, then, after consulting with the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks, we may: (i) terminate the stock offering and promptly return all funds, with interest; (ii) establish a new offering range and give all subscribers the opportunity to confirm, modify or rescind their stock purchase orders; or (iii) take such other actions as may be permitted by the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks and the Securities and Exchange Commission.

          The offering is expected to close at 12:00 Noon, Eastern time, on [                        , 2012]. We may extend this closing date without notice to you until [                        , 2012], unless the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks approve a later date, which will not be beyond January 17, 2014.

          Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is being offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods has advised us that it intends to make a market in the common stock after the completion of the offering, but is not obligated to do so.

          The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [                        , 2012]. If the offering is extended beyond [                        , 2012], subscribers will have the right to modify or rescind their purchase orders. Funds received before the completion of the offering will be maintained in a segregated account at Meetinghouse Bank. All funds received will bear interest at Meetinghouse Bank's passbook savings rate, currently 0.25% per annum. If we terminate the offering for any reason, or if we extend the offering beyond [                        , 2012], we will notify you and will promptly return your funds with interest if you do not respond to the notice.

          We expect our directors and executive officers, together with their associates, to subscribe for 104,000 shares, or 20.8% of the shares offered for sale at the minimum of the offering range.

          The Massachusetts Commissioner of Banks has conditionally approved our plan of conversion on [                        , 2012]. However, such approval does not constitute a recommendation or endorsement of this offering.

This investment involves a degree of risk, including the possible loss of principal.
Please read "Risk Factors" beginning on page 12.

OFFERING SUMMARY
Price Per Share: $10.00

	Minimum		Maximum		Maximum, as Adjusted
Number of shares		425,000		575,000		661,250
Gross offering proceeds	$	4,250,000	$	5,750,000	$	6,612,500
Estimated offering expenses, excluding selling agent fees and discounts		530,000		530,000		530,000
Estimated selling agent fees and discounts(1)		230,000		230,000		230,000
Estimated net proceeds		3,490,000		4,990,000		5,852,500
Estimated net proceeds per share		8.21		8.68		8.85

(1)

The amounts shown assume that Keefe, Bruyette & Woods will receive the minimum selling commission of $150,000. The amounts shown also reflect selling agent expenses, including legal fees, of $80,000. For a discussion of the compensation of Keefe, Bruyette & Woods, see "The Conversion and Stock Offering—Marketing Arrangements."

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

None of the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Massachusetts Commissioner of Banks or 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.

For assistance, please contact the stock information center toll-free at [                        ].

Keefe, Bruyette & Woods

The date of this prospectus is [                        ], 2012

Table of Contents

	PAGE
SUMMARY	1
RISK FACTORS	12
A WARNING ABOUT FORWARD-LOOKING STATEMENTS	20
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	21
USE OF PROCEEDS	23
OUR DIVIDEND POLICY	25
MARKET FOR THE COMMON STOCK	26
CAPITALIZATION	27
REGULATORY CAPITAL COMPLIANCE	29
PRO FORMA DATA	30
OUR BUSINESS	34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
OUR MANAGEMENT	67
SUBSCRIPTIONS BY EXECUTIVE OFFICERS AND DIRECTORS	75
REGULATION AND SUPERVISION	75
FEDERAL AND STATE TAXATION	86
THE CONVERSION AND STOCK OFFERING	88
RESTRICTIONS ON THE ACQUISITION OF MEETINGHOUSE BANCORP	106
DESCRIPTION OF MEETINGHOUSE BANCORP CAPITAL STOCK	110
TRANSFER AGENT AND REGISTRAR	111
REGISTRATION REQUIREMENTS	111
LEGAL AND TAX OPINIONS	111
EXPERTS	111
WHERE YOU CAN FIND MORE INFORMATION	111
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF MEETINGHOUSE BANK AND SUBSIDIARY

i

Summary

This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the stock offering fully, you should read this entire document carefully.

The Companies

Meetinghouse Bancorp, Inc.
Meetinghouse Bank
2250 Dorchester Avenue
Dorchester, MA 02124
(617) 298-2250

        Meetinghouse Bancorp, Inc.    This offering is made by Meetinghouse Bancorp, a Maryland corporation incorporated in February 2012 by Meetinghouse Bank to be its holding company upon completion of the conversion. Currently, Meetinghouse Bancorp has no assets or liabilities. Following the conversion, Meetinghouse Bancorp will own all of Meetinghouse Bank's outstanding capital stock, which will be its primary asset, and will direct, plan and coordinate Meetinghouse Bank's business activities. In the future, Meetinghouse Bancorp might acquire other financial institutions or financial services companies or organize other operating subsidiaries, although it currently has no specific plans or agreements to do so.

        Meetinghouse Bank.    Meetinghouse Bank operates as a community-oriented financial institution from its sole office in the Dorchester community of the City of Boston. We did not participate in any of the U.S. Treasury's capital raising programs for financial institutions. At December 31, 2011, we were considered "well capitalized" under applicable regulatory capital requirements. At December 31, 2011, we had total assets of $68.7 million, total loans, net (excluding loans held-for-sale), of $41.8 million, total deposits of $63.2 million and total equity of $5.2 million on a consolidated basis. At December 31, 2011, our non-performing assets totaled $524,000, of which $500,000, consisting of one commercial property, was other real estate owned.

Our Business

        As a community bank, our primary business is generating funds from local retail deposits and investing those funds primarily in residential mortgage loans secured by residential properties located in our primary market area. We consider the "Lower Mills" area of Boston, encompassing the community of Dorchester within the City of Boston and the Town of Milton, as our primary market area.

        Our primary lines of business are:

•

Residential Mortgage Lending.  We offer a mix of adjustable-rate and fixed-rate residential mortgage loans that we primarily originate through our commissioned loan originators. We generally sell into the secondary market the fixed-rate loans we originate and keep in our portfolio the adjustable-rate loans we originate. Our residential mortgage loans are primarily secured by residential properties, including non-owner occupied rental properties, located in our primary market area. Residential mortgage loans constituted 65.1% of our total loan portfolio at December 31, 2011.

•

Secondary Mortgage Market Activities.  Our secondary mortgage market activities primarily involve selling the fixed-rate residential mortgage loans we originate, including the related servicing rights, to government agencies and private investors in the secondary market for a fee. We generally obtain a purchase commitment from the buyer before we originate the loan. We generally sell fixed-rate loans in order to reduce our exposure to interest rate risk. Gain on secondary market activities amounted to $195,000 for the three months ended December 31,

1

2011, $525,000 for the year ended September 30, 2011, and $255,000 for the year ended September 30, 2010.

•

Other Lending.  To a limited extent, we originate multi-family mortgage loans, commercial real estate loans, construction loans, commercial business loans and consumer loans. These loans are generally originated to existing customers with whom we have an established relationship. Commercial real estate loans are generally secured by the property in which the borrower conducts its business. Construction loans are generally made to builders/contractors to finance the rehabilitation of residential dwellings. We do not originate commercial construction loans. Commercial business loans are generally working capital lines of credit secured by the borrower's furniture and fixtures. Consumer loans generally consist of home equity loans and lines of credit, automobile loans, share loans, and both secured and unsecured personal loans. Commercial real estate loans constituted 15.4% of total loans at December 31, 2011. Construction loans, commercial business loans and consumer loans, in the aggregate, constituted 17.3% of our total loan portfolio at December 31, 2011.

•

Deposit Products and Services.  We offer traditional deposit products for consumers and businesses, such as demand deposit accounts, money market accounts, regular savings accounts and certificate accounts. We also offer on-line banking and on-line bill pay services.

Our Business Strategy

        Our mission is to operate and grow a profitable community-oriented financial institution. The following are the key elements of our business strategy:

•

continuing to emphasize residential real estate lending as the predominant lending activity;

•

continuing conservative underwriting practices in order to maintain a high quality loan portfolio; and

•

seeking to increase our market share in our primary market area by opening one or more branch offices and by introducing new products and services.

The Conversion and Offering

Description of the Conversion

        Currently, we are a Massachusetts chartered mutual cooperative bank with no stockholders. Our depositors currently have the right to vote on certain matters such as the election of directors and this conversion transaction. In the conversion transaction, we will convert to a Massachusetts-chartered stock cooperative bank and issue all of our outstanding capital stock to Meetinghouse Bancorp. As a result, Meetinghouse Bancorp will own us and we will operate as a wholly-owned subsidiary of Meetinghouse Bancorp. Voting rights in Meetinghouse Bancorp will belong to its stockholders, including our employee stock ownership plan. We are conducting the conversion under the terms of our plan of conversion. We have called a special meeting of depositors for [                        , 2012] to vote on the plan of conversion.

2

        The following diagram depicts our corporate structure after the conversion and offering:

Reasons for the Conversion and Offering

        Our primary reasons for the conversion and offering are to:

•

increase the capital of Meetinghouse Bank to support future lending and operational growth;

•

enhance profitability and earnings through reinvesting and leveraging the proceeds, primarily through traditional funding and lending activities;

•

support future branching activities;

•

retain and attract qualified directors, management and employees by establishing stock-based benefit plans; and

•

support the future acquisition of other financial institutions or financial services companies.

        For further information about our reasons for the conversion and offering, see "The Conversion and Stock Offering—Reasons for the Conversion and Offering."

Purchase Price

        The purchase price is $10.00 per share. You will not pay a commission to buy any shares in the offering.

Number of Shares to be Sold

        We are offering for sale between 425,000 and 575,000 shares of Meetinghouse Bancorp common stock in this offering. With regulatory approval, we may increase the number of shares to be sold to 661,250 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions.

How We Determined the Offering Range

        We decided to offer between 425,000 and 575,000 shares, which is our offering range, as approved by our board of directors, and based on an independent appraisal of our pro forma market value prepared by RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions. RP Financial estimates that as of February 17, 2012, our pro forma market value was between $4,250,000 and $5,750,000, with a midpoint of $5,000,000.

3

        In preparing its appraisal, RP Financial considered the information in this prospectus, including our consolidated financial statements. RP Financial also considered the following factors, among others:

•

our historical and projected operating results and financial condition and the economic and demographic characteristics of our primary market area;

•

a comparative evaluation of the operating and financial statistics of Meetinghouse Bank with those of other similarly situated, publicly traded companies;

•

the effect of the capital raised in this offering on our net worth and earnings potential; and

•

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

        Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer's "book value" and the ratio of the offering price per share to the issuer's core earnings per share for the past 12 months. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity and represents the difference between the issuer's assets and liabilities. 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 utilized by RP Financial in its appraisal. These ratios are based on our book value, tangible book value and core earnings as of and for the 12 months ended December 31, 2011 and the latest date for which complete financial data is publicly available for the peer group.

	Price to Core Earnings Multiple			Price to Book Value Ratio			Price to Tangible Book Value Ratio
Meetinghouse Bancorp (pro forma):
Minimum		27.40	x		51.76	%		51.76	%
Midpoint		34.39			56.34			56.34
Maximum		42.38			60.31			60.31
Maximum, as adjusted		53.11			64.27			64.27
Peer group companies as of February 17, 2012:
Alliance Bancorp, Inc. (ALLB)		N/M			73.99			73.99
Chicopee Bancorp, Inc. (CBNK)		N/M			90.90			90.90
FedFirst Financial Crop. (FFCO)		N/M			70.14			71.65
Hampden Bancorp, Inc. (HBNK)		N/M			87.49			87.49
Mayflower Bancorp, Inc. (MFLR)		18.49			74.86			74.86
Newport Bancorp, Inc. (NFSB)		31.41			87.44			87.44
OBA Financial Services, Inc. (OBAF)		N/M			78.76			78.76
Peoples Federal Bancshares, Inc. (PEOP)		37.50			93.75			93.75
Standard Financial Corp. (STND)		17.39			69.87			79.40
WVS Financial Corp. (WVFC)		10.59			59.31			59.31
Average		23.08			78.65			79.76
Median		18.49			76.81			79.08
All publicly-traded thrift institutions(1):
Average		19.54			80.31			86.89
Median		17.54			77.92			80.12

N/M—Not meaningful.

(1)

Excludes mutual holding companies.

4

        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 83.6% to the peer group on a price-to-core earnings basis, a discount of 23.3% to the peer group on a price-to-book basis and a discount of 24.4% on a price-to-tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be less expensive than the peer group on an earnings, book value and tangible book value basis. In addition to a peer group comparison of equity and earnings pricing ratios, RP Financial's valuation took into consideration the recent volatility of the stock markets, bank and thrift stocks in general and the appraisal peer group. The pro forma pricing ratios and uneven after-market price performance of recently converted banks and thrifts was also considered. The appraisal, as approved by our board of directors, concluded that the pro forma pricing ratio discounts represented an appropriate balance of these various considerations in establishing Meetinghouse Bancorp's valuation, and the number of shares to be sold.

        Our board of directors reviewed RP Financial's appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the valuation range was reasonable and adequate. The purchase price of $10.00 per share was determined by the board of directors, taking into account, among other factors, offering the common stock in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

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

Possible Change in Offering Range

        RP Financial will update its appraisal before we complete the stock offering, subject to final approval by our board of directors. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 661,250 shares without further notice to you. If our pro forma market value at the end of the stock offering period is either below $4,250,000 or above $6,612,500, then, after consulting with the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks, we may: terminate the offering and promptly return all funds, with interest; set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their stock purchase orders; or take such other actions as may be permitted by the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks and the Securities and Exchange Commission.

Conditions to Completing the Conversion and Offering

        We are conducting the conversion and offering under the terms of our plan of conversion. We cannot complete the conversion and offering unless:

•

we sell at least the minimum number of shares offered;

•

we receive the final regulatory approvals from the Massachusetts Commissioner of Banks and the Federal Reserve Bank of Boston, and the non-objection of the Federal Deposit Insurance Corporation, to complete the offering; and

•

our depositors approve the plan of conversion.

Benefits of the Offering to Management

        Employee Stock Ownership Plan.    We have adopted an employee stock ownership plan that will purchase 8% of the shares sold in the offering. The employee stock ownership plan's purchase will be funded by a 7-year loan from Meetinghouse Bancorp. As the loan is repaid and shares are released from collateral, the plan will allocate shares to the accounts of participating employees. Participants will

5

receive allocations based on their individual compensation as a percentage of total plan compensation. Nonemployee 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.

        Future Equity Incentive Plan.    We intend to implement an equity incentive plan no earlier than six months after completion of the conversion. If we implement the plan within one year after the conversion, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders. If we implement the plan more than one year after the conversion, it must be approved by a majority of the total votes cast by our stockholders. If adopted within one year following the completion of the conversion, the equity incentive plan will reserve a number of shares of common stock equal to not more than 4% of the shares issued in the conversion, for restricted stock awards to key employees and directors, at no cost to the recipients, and will also reserve a number of stock options equal to not more than 10% of the shares of common stock issued in the conversion for key employees and directors. If the equity incentive plan is adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt equity incentive plans encompassing more than 14% of the shares of common stock that were issued in the conversion. However, if we adopt the equity incentive plan within three years of the completion of the offering, the plan may be subject to other applicable regulatory requirements. We have not yet determined when we will present these plans for stockholder approval and we have not yet determined the number of shares that would be reserved for issuance under this 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.

        Potential Dilution and Increased Compensation Costs Related to Equity Benefit Plans.    The following table summarizes at the maximum of the offering range the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire in the offering and the total value of all restricted stock awards and stock options that are expected to be available under the equity incentive plan (assuming the equity incentive plan is implemented within one year following completion of the conversion). The equity incentive plan may award a greater number of options and restricted stock awards if the plan is adopted more than one year after completion of the conversion. At the maximum of the offering range and upon completion of the offering, we would sell and have outstanding 575,000 shares.

	Number of Shares to be Granted or Purchased
	At Maximum of Offering Range		As a % of Common Stock Issued in Conversion			Dilution Resulting from Issuance of Additional Shares(1)			Total Estimated Value
Employee stock ownership plan(1)		46,000		8.0	%		—	%	$	460,000
Restricted stock awards(1)		23,000		4.0			3.85			230,000
Stock options(2)		57,500		10.0			9.09			181,700
Total		126,500		22.0	%		12.28	%	$	871,700

(1)

Assumes the value of Meetinghouse Bancorp common stock is $10.00 per share for purposes of determining the total estimated value of the grants.

(2)

Assumes the value of a stock option is $3.16, which was determined using the Black-Scholes option-pricing formula. See "Pro Forma Data."

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        We will recognize additional annual employee compensation and benefit expenses stemming from our employee stock ownership plan and equity incentive plan if approved by stockholders. 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 value of the options or shares of common stock at the date of the grant, with respect to the equity incentive plan, and the average market value of the shares during the year in which shares are committed to be released and allocated, with respect to the employee stock ownership plan. We will recognize expenses for our employee stock ownership plan when shares are committed to be released and allocated to participants' accounts as the trustee repays the loan used to acquire the shares over the expected 7-year loan term. We 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 $100,000, after taxes, 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.

        Employment Agreement.    Meetinghouse Bank does not currently maintain employment agreements with any of its employees. Upon completion of the conversion, Meetinghouse Bancorp, Inc. and Meetinghouse Bank intend to enter into a three-year employment agreement with Anthony A. Paciulli, President and Chief Executive Officer. The employment agreement will be subject to annual renewal by the boards of directors for an additional year beyond the then-current expiration date. The initial base salary under the employment agreement will be $193,000. See "Our Management—Employment Agreements and Severance Arrangements."

        Change in Control Agreements.    Meetinghouse Bank does not currently maintain change in control employment agreements with any of its employees. Upon completion of the conversion, Meetinghouse Bank intends to enter into a two-year change in control agreement with Wayne Gove, Meetinghouse Bank's Chief Financial Officer, and Steven K. Borgerson, Meetinghouse Bank's Vice President and Lending Officer. "Our Management—Employment Agreements and Severance Arrangements."

Persons Who Can Order Stock in the Subscription and Community Offerings

        We have granted rights to subscribe for shares of Meetinghouse Bancorp common stock in a subscription offering to the following persons in the following order of priority:

1.

Persons with $50 or more on deposit at Meetinghouse Bank as of the close of business on December 31, 2010.



2.

Persons with $50 or more on deposit at Meetinghouse Bank as of the close of business on December 31, 2011.



3.

Our employee stock ownership plan.



4.

Our employees, officers and directors who do not have a higher priority right.

        If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of conversion. Any shares remaining will be allocated in the order of priorities described above. See "The Conversion and Stock Offering—Subscription Offering and Subscription Rights" for a description of the allocation procedures.

        We intend to offer shares not sold in the subscription offering to the general public in a community offering. Natural persons who are residents of the Massachusetts communities of Dorchester and Milton will be given a preference to purchase shares in the community offering. We

7

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

        Shares not sold in the subscription offering or the community offering may be sold in a syndicated community offering to be managed by Keefe, Bruyette & Woods. The syndicated community offering, if any, will only occur after the completion of the subscription offering and the community offering.

Subscription Rights

        You are not allowed to transfer your subscription rights, and we will act to ensure that you do not do so. Except for individual retirement account stock purchases, the subscription rights of a qualifying account may not be transferred to an account that is in a different form of ownership. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in the loss of your subscription rights. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person involving the transfer of the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Depositors who enter into agreements to allow other investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.

Deadline for Ordering Stock in the Subscription and Community Offerings

        The subscription offering will end at 12:00 Noon, Eastern time, on [                        , 2012]. We expect the community offering, if held, will terminate at the same time, although it may continue without notice to you until [                        , 2012], or longer if the Federal Deposit Insurance Corporation and Massachusetts Commissioner of Banks approve a later date. If we extend the community offering beyond [                        , 2012], we will notify all subscribers and give them the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will return your funds promptly with interest at our passbook savings rate or cancel your deposit account withdrawal authorization.

Purchase Limitations

        Our plan of conversion establishes limitations on the purchase of stock in the offering. These limitations include the following:

•

The minimum purchase is 25 shares.

•

No individual (or individuals on a single deposit account) may purchase more than $150,000 of common stock (which equals 15,000 shares) in all categories of the offering combined.

•

No individual, together with any associates, and no group of persons acting in concert, may purchase more than $250,000 of common stock (which equals 25,000 shares) in all categories of the offering combined.

        Subject to the approval of the Federal Deposit Insurance Corporation and Massachusetts Commissioner of Banks, we may increase or decrease the purchase limitations at any time. Our employee stock ownership plan may purchase up to 8% of the shares sold in the offering without regard to theses purchase limitations.

How to Purchase Common Stock

        If you want to place an order for shares in the offering, you must complete an original stock order form and send it to us together with full payment, or deliver it in person to the stock information center located at our office (2250 Dorchester Avenue, Dorchester, Massachusetts). We must receive

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your stock order form before the end of the subscription offering or the end of the community offering, as appropriate, regardless of the postmark date. Once we receive your order, you cannot cancel or change it without our consent.

        To ensure that we properly identify your subscription rights, you must list all of your deposit accounts as of the applicable eligibility date on the stock order form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority, you must register the shares only in the name(s) of person(s) listed on your deposit account at the applicable date of eligibility. You may not add the names of others who were not eligible to purchase common stock in the offering on the applicable date of eligibility.

        You may pay for shares in the subscription offering or the community offering in any of the following ways:

•

By check or money order made payable to "Meetinghouse Bancorp, Inc."; or

•

By authorizing withdrawal from an account at Meetinghouse Bank.

        Wire transfers are not an acceptable form of payment.

        We will pay interest on your subscription funds at the rate we pay on our passbook savings accounts, which is currently 0.25% per annum, from the date we receive your funds until the offering is completed or terminated. All funds authorized for withdrawal from deposit accounts with us will earn interest at the applicable account rate until the offering is completed or terminated. If, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will earn interest at our passbook savings rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit held at Meetinghouse Bank and used to pay for stock.

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(s) ("IRA"). If you wish to use some or all of the funds in your Meetinghouse 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 help you if you wish to place an order for stock using funds held in an IRA at Meetinghouse Bank or elsewhere. Because processing IRA transactions takes additional time, we recommend that you contact our stock information center for guidance promptly, preferably at least two weeks before the [                        , 2012] 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.

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How We Intend to Use the Proceeds of This Offering

        The following table summarizes how we intend to use the proceeds of this offering, based on the sale of shares at the minimum and maximum of the offering range.

(In thousands)	Minimum 425,000 Shares at $10.00 per Share		Maximum 575,000 Shares at $10.00 per Share
Offering proceeds	$	4,250	$	5,750
Less: estimated offering expenses		760		760
Net offering proceeds		3,490		4,990
Less:
Proceeds contributed to Meetinghouse Bank		1,745		2,495
Proceeds used for loan to employee stock ownership plan		340		460
Proceeds retained by Meetinghouse Bancorp	$	1,405	$	2,035

        Initially, we intend to invest the offering proceeds in short-term investments. In the future, Meetinghouse Bancorp may use the portion of the proceeds that it retains to, among other things, pay cash dividends and repurchase shares of common stock, subject to regulatory restrictions, or for general corporate purposes. Over time, Meetinghouse Bank intends to use the portion of the proceeds that it receives to fund new loans. We expect that the anticipated loan growth will occur primarily in our residential mortgage loan portfolio, but we have not allocated specific dollar amounts to any particular area of our portfolio. The amount of time that it will take to deploy the proceeds of the offering into loans will depend primarily on the level of loan demand.

        We also may use the proceeds of the offering to diversify our business or acquire other companies or expand our branch network, although we have no specific plans to do so at this time.

Purchases by Directors and Executive Officers

        We expect that our directors and executive officers, together with their associates, will subscribe for approximately 104,000 shares, which is 20.8% of the shares that would be sold in the offering at the midpoint of the offering range. Our directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers have subscription rights based on their deposits and, if there is an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of conversion. Purchases by our directors and executive officers will count towards the minimum number of shares we must sell to close the offering.

Market for Meetinghouse Bancorp Common Stock

        We intend to have the common stock of Meetinghouse Bancorp quoted for trading on the OTC Bulletin Board. Keefe, Bruyette & Woods currently intends to become a market maker in the common stock, but it is under no obligation to do so. In addition, if needed, Keefe, Bruyette & Woods will assist us in obtaining additional market makers. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares.

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Meetinghouse Bancorp Dividend Policy

        Following the offering, our board of directors will consider adopting a policy of paying cash dividends. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition.

Tax Consequences

        As a general matter, the conversion will not be a taxable transaction for purposes of federal income taxes to persons who receive or exercise subscription rights. We have received an opinion from our special counsel, Kilpatrick Townsend & Stockton LLP, to this effect. See "The Conversion and Offering—Material Income Tax Consequences."

Delivery of Prospectus

To ensure that each person 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 before such date or hand-deliver prospectuses later than two days before that date. Stock order forms may 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 the 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 12:00 Noon, Eastern time, on [                        , 2012] whether or not we have been able to locate each person entitled to subscription rights.

Delivery of Stock Certificates in the Subscription and Community Offerings

        Certificates representing shares of common stock issued in the subscription and community offerings will be mailed to purchasers at the address provided by them on the order form as soon as practicable following completion of the conversion and offering. 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.

Stock Information Center

        Our banking personnel may not, by law, answer any investment-related questions about the offering. If you have any questions regarding the offering, please call our information hotline at (      )       -        to speak to a representative of Keefe, Bruyette & Woods,  Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00 am to 5:00 pm and Fridays from 9:00 am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

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Risk Factors

You should consider carefully the following risk factors before purchasing Meetinghouse Bancorp common stock.

Risks Related to Our Business

We have derived a significant portion of our income from secondary mortgage market activities, which is a volatile source of income, and we may incur losses or charges with respect to these activities which would negatively affect our earnings.

        We have derived a significant portion of our pre-tax income from originating fixed-rate residential mortgage loans and selling them to investors in the secondary market. Gains on secondary market activities amounted to $195,000, or 104.7% of pre-tax income, during the three months ended December 31, 2011, $525,000, or 107.1% of pre-tax income, during the year ended September 30, 2011, and $255,000, or 48.7% of pre-tax income, during the year ended September 30, 2010. This is generally considered a volatile source of income because it depends largely on the level of loan volume which, in turn, depends largely on prevailing market interest rates. Generally, mortgage banking volume tends to increase during periods of low or declining market interest rates. The opposite tends to occur during periods of high or increasing market interest rates. In addition, although we sell loans into the secondary market without recourse, we are required to give customary representations and warranties about the loans to the buyers. If we breach those representations and warranties, the buyers may require us to repurchase the loans and we may incur a loss on the repurchase.

Customer service fees are a significant component of our noninterest income and one deposit account relationship accounts for a significant portion of those fees.

        Customer services fees totaled $74,000, or 26.7% of noninterest income, for the three months ended December 31, 2011, $294,000, or 34.0% of noninterest income, for the year ended September 30, 2011, and $289,000, or 49.6% of noninterest income, for the year ended September 30, 2010. One commercial deposit account relationship accounted for $53,000, or 71.6%, of total customer service fees for the quarter ended December 31, 2011, $200,000, or 68.0%, of total customer service fees for the year ended September 30, 2011, and $180,000, or 62.3%, of total customer service fees for the year ended September 30, 2010. Although we do not have a contractual arrangement with this deposit customer, our President and Chief Executive Officer has developed a close business relationship with the customer during his career in the banking industry. The loss of this deposit account relationship would have a material adverse effect on our earnings.

Our non-owner occupied residential real estate loans may expose us to increased credit risk.

        At December 31, 2011, $7.7 million, or 28.1% of our residential real estate loans, were secured by non-owner occupied properties. Loans secured by non-owner occupied properties generally expose us to greater risk of non-payment and loss than loans secured by owner occupied properties because their repayment depend primarily on the continuing ability of tenant(s) to pay rent to the property owner, who is our borrower, or, if the property is vacant, on the property owner's ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner occupied properties is often below that of owner occupied properties due to lax property maintenance standards, which has an adverse effect on the value of the collateral properties.

Our commercial real estate, construction, commercial business and consumer loan portfolios may expose us to increased credit risk.

        Although historically not a significant component of our lending activities, these types of loans generally involve a greater risk of loss than residential real estate loans. See "Our Business—Lending

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Activities—Loan Underwriting Risks" for a discussion of the increased risks associated with these loans. Furthermore, in the case of commercial real estate, construction and commercial business loans, these loans generally have a larger average principal balance than the average residential real estate loan and are outstanding to a relatively small number of borrowers. Consequently, if we incur a loss on one or more of these loans, it would likely have a material adverse effect on our financial condition and earnings.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

        Like all financial institutions, we maintain an allowance for loan losses at a level representing management's best estimate of inherent losses in the portfolio based upon management's evaluation of the portfolio's collectibility as of the corresponding balance sheet date. At December 31, 2011, our allowance for loan losses was $330,000. However, our allowance for loan losses may be insufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results. In addition, our regulators, as an integral part of their examination process, periodically review the allowance for loan losses and may require us to increase the allowance for loan losses by recognizing additional provisions for loan losses charged to income, or to charge off loans, which, net of any recoveries, would decrease the allowance for loan losses. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our operating results.

Opening a branch office may negatively affect our earnings.

        Depending on market conditions, we may seek to expand our current single office operation by opening one or more branch offices in our primary market area. Numerous factors contribute to the successful operation of a branch office, including finding a suitable location and qualified personnel to staff the office and designing and implementing an effective marketing strategy. Opening and operating a new branch office will increase our operating expenses. It generally takes time for a new branch office to generate sufficient loan and deposit volume to offset the operating expenses of the branch office, the more significant of which, like salaries and occupancy expense, are considered fixed costs.

As a small community bank, compliance with current and potential regulation and scrutiny may adversely affect our profitability and efficiency and have a dilutive effect on your ownership interest.

        We are subject to extensive regulation, supervision and examination by the Federal Deposit Insurance Corporation and Massachusetts Commissioner of Banks, and after the offering, Meetinghouse Bancorp will be subject to regulation and supervision by the Federal Reserve Board and the Securities and Exchange Commission. As a small community bank, compliance with current and potential regulation and scrutiny may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital, and limit our ability to pursue business opportunities efficiently. In response, we may be required to or choose to raise additional capital, which could have a dilutive effect on the existing holders of Meetinghouse Bancorp common stock and adversely affect the market price of the common stock.

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

        We rely heavily on the services of our President and Chief Executive Officer, Anthony A. Paciulli. The loss of his services would have an adverse effect on us because we are a small community bank and Mr. Paciulli has more responsibilities and functions to perform than his typical counterpart at a larger financial institution with more employees. In addition, as a small community bank, we have fewer management-level personnel who are in position to succeed and assume his responsibilities. We intend to enter into an employment contract with Mr. Paciulli. For further discussion, see "Our Management—Executive Compensation."

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A return of recessionary conditions in our national economy and, in particular, local economy could increase our level of nonperforming loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

        Our business activities and earnings are affected by general business conditions in the United States and, in particular, our local market area as a result of our geographic concentration of lending activities. Dramatic declines in real estate values and high levels of foreclosures resulted in significant asset write-downs by financial institutions, which have caused many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. While our primary market area was not affected by the recessionary conditions as much as the United States generally, our primary market area was negatively impacted by the downturn in the economy and experienced increased unemployment levels and a softening of the local real estate market, including reductions in local property values. A further decline in real estate values may cause some of our real estate secured loans to become inadequately collateralized. This would expose us to increased risk of loss if we seek to recover on a defaulted loan by selling the underlying collateral and the outstanding loan balance exceeds the proceeds of sale of the property. Furthermore, a return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Unlike larger financial institutions that are more geographically diversified, our profitability depends on the general economic conditions in our primary market area. A substantial majority of our loans are secured by real estate or made to businesses in our primary market area. A prolonged or more severe downturn in the local economy could result in significant increases in nonperforming loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would reduce our earnings. The economic downturn could also result in reduced demand for credit or fee-based products and services, which would negatively impact our revenues.

Changes in interest rates may hurt our profits and asset values.

        Like other financial institutions, we are subject to interest rate risk. Our primary source of income is net interest and dividend income, which is the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. Changes in the general level of interest rates can affect our net interest and dividend income by affecting the difference between the weighted-average yield earned on our interest-earning assets and the weighted-average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect: (1) the ability to originate loans; (2) the value of our interest-earning assets and our ability to realize gains from the sale of such assets; (3) the ability to obtain and retain deposits in competition with other available investment alternatives; and (4) the ability of our borrowers to repay adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond our control. Although we believe that the estimated maturities of our interest-earning assets currently are well balanced in relation to the estimated maturities of our interest-bearing liabilities, our profitability could be adversely affected as a result of changes in interest rates.

Strong competition within our market area could reduce our profits and slow growth.

        As the economy recovers, we will face more intense competition both in making loans and attracting deposits, particularly as a small community bank. This competition may make it more difficult for us to make new loans and may force us to offer lower loan rates and higher deposit rates. Pricing competition for loans and deposits might result in our earning less on our loans and paying more on our deposits, which would reduce net interest and dividend income. Competition also makes it

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more difficult to grow loans and deposits. Many 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 competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our market area.

We own stock in the Federal Home Loan Bank of Boston, which recently had to suspend its dividend.

        As a member bank, Meetinghouse Bank is required to purchase capital stock in the Federal Home Loan Bank in an amount commensurate with the amount of Meetinghouse Bank's advances and unused borrowing capacity. This stock, carried at cost, amounted to $527,000 at December 31, 2011. In response to unprecedented market conditions and potential future losses, the Federal Home Loan Bank announced in February 2009 an initiative to preserve capital by the adoption of a revised retained earnings target, declaration of a moratorium on excess stock repurchases and the suspension of cash dividend payments. If the Federal Home Loan Bank is unable to meet minimum regulatory capital requirements or is required to aid the remaining Federal Home Loan Banks, our holding of Federal Home Loan Bank stock may be determined to be other-than-temporarily impaired and may require a charge to earnings. In February 2011, the Federal Home Loan Bank of Boston re-instituted its dividend, but at a substantially lower rate (0.30% annual yield) than the pre-suspension rate (2.50% annual yield). The failure to recognize dividend income from our required investment in Federal Home Loan Bank stock, or to recognize dividend income at significantly below historical levels, will negatively effect our net interest and dividend income.

We operate in a highly regulated environment, which has increased our compliance costs, and we may be adversely affected by changes in laws and regulations.

        We are subject to extensive government regulation, supervision and examination by the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks. Meetinghouse Bancorp will also be subject to regulation and supervision by the Federal Reserve Board upon the consummation of the conversion and offering. Such regulation, supervision and examination govern the activities in which we may engage and are intended primarily for the protection of the deposit insurance fund and our depositors. 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. In addition, the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") has and will continue to change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years. While it is difficult to anticipate the overall impact of the Dodd-Frank Act on us and the financial service industry, we expect that at a minimum it will increase our operating costs. 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 and earnings.

Risks Related to This Offering

We expect our return on equity will initially be low following the offering which may negatively impact the value of our common stock.

        Return on equity, which equals net income divided by average equity, is a ratio used by many investors to compare the performance of a particular company with other companies. Our pro forma return on equity for the three months ended December 31, 2011 (annualized) and the year ended September 30, 2011 is expected to be 3.82% and 2.30%, respectively, and our pro forma stockholders' equity to assets ratio at December 31, 2011 is expected to be 13.07%, assuming the sale of shares at

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the maximum of the offering range. Our publicly traded thrift peers used in the independent appraisal as of February 17, 2012 had an average return on equity of 2.69% for the twelve months ended December 31, 2011. Over time, we intend to use the net proceeds from this offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is competitive with other publicly held companies. This goal could take a number of years to achieve, and it may not be attained. The expected increase in our noninterest expenses following the offering due to operating as a public company and from new equity benefit plans will likely further deter our ability to achieve a competitive return on equity. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See "Pro Forma Data" for an illustration of the financial impact of this offering.

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 Meetinghouse Bank. Meetinghouse Bancorp intends to retain the remainder to, among other things, invest in securities, pay cash dividends and repurchase shares of common stock, subject to regulatory restrictions. Meetinghouse Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities, and expand its other business activities. Meetinghouse Bancorp and Meetinghouse Bank also may use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time. Except as discussed above, we have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

Our stock price may decline when trading commences.

        If you purchase shares in the offering, you may not be able to sell them at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded. Additionally, the stock prices of many recently converted thrift institutions have declined below, and remain below, their initial offering prices.

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

        We intend to have our common stock quoted for trading on the OTC Bulletin Board. Our shares of common stock may not be actively traded. 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 on short notice, and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

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Additional expenses following the offering from operating as a public company will adversely affect our profitability.

        Following the offering, our noninterest expenses will increase as a result of the additional financial accounting, legal and various other additional expenses usually associated with operating as a public company and complying with public company disclosure obligations. Due to these public company obligations, we hired a new Chief Financial Officer in December 2010 and may be required to expand our accounting staff and expand our internal audit and risk management functions, all of which will increase our operating expenses and adversely affect our profitability.

Additional expenses following the offering from the implementation of new equity benefit plans will adversely affect our profitability.

        We will recognize additional annual employee compensation and benefit expenses stemming from our employee stock ownership plan and equity incentive plan if approved by stockholders. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices generally require that they be based on the fair value of the options or shares of common stock at the date of grant, with respect to the equity incentive plan, and the average market value of the shares during the year in which shares are committed to be released and allocated, with respect to the employee stock ownership plan; however, we expect them to be material. We will recognize expenses for our employee stock ownership plan when shares are committed to be released and allocated to participants' accounts as the trustee repays the loan used to acquire the shares over the expected 7-year loan term. We 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 $100,000, after taxes, 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. For further discussion of these plans, see "Our Management—Benefit Plans."

We expect that a significant percentage of our common stock will be held by our directors, executive officers and employee benefit plans which, if voted together, could prevent actions requiring a supermajority vote, such as the amendment of certain provisions of the articles of incorporation and bylaws.

        We expect that our directors and executive officers, together with their associates, intend to subscribe for 104,000 shares in the offering. In addition, we intend to establish an employee stock ownership plan that intends to purchase 8.0% of the shares sold in the offering. As a result, upon consummation of the offering, a total of up to 138,000, or 32.5%, and 150,000, or 26.1%, of our outstanding shares will be held by our directors and executive officers and our employee stock ownership plan at the minimum and maximum of the offering range, respectively. Additional shares will be held by management following the implementation of an equity incentive plan, which we intend to implement no earlier than six months following the completion of the offering. The articles of incorporation and bylaws of Meetinghouse Bancorp contain supermajority voting provisions that require that the holders of at least 75% of Meetinghouse Bancorp's outstanding shares of voting stock approve certain actions including, but not limited to, the amendment of certain provisions of Meetinghouse Bancorp's articles of incorporation and bylaws. If our directors and executive officers and benefit plans hold more than 25% of our outstanding common stock following the completion of the offering, the shares held by these individuals and benefit plans could be voted in a manner that would ensure that the 75% supermajority needed to approve such actions could not be attained. For more information on

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the restrictions included in the articles of incorporation and bylaws of Meetinghouse Bancorp, see "Restrictions on the Acquisition of Meetinghouse Bancorp."

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

        We intend to adopt an equity incentive plan following the offering. If stockholders approve the new equity incentive plan, we intend to issue shares to our officers, employees and directors through this plan. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest in the shares will be diluted by up to approximately 3.8%, assuming awards of common stock equal to 4% of the number of the shares sold in the offering are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest in the shares will be diluted by up to approximately 9.1%, assuming stock option grants equal to 10% of the number of the shares sold in the offering are granted under the plan. See "Pro Forma Data" and "Our Management—Equity Incentive Plan."

The articles of incorporation and bylaws of Meetinghouse Bancorp and certain regulations may prevent or make more difficult certain transactions, including a sale or merger of Meetinghouse Bancorp.

        Provisions of the articles of incorporation and bylaws of Meetinghouse Bancorp, state corporate law and federal and state banking regulations may make it more difficult for companies or persons to acquire control of Meetinghouse Bancorp. Consequently, our stockholders may not have the opportunity to participate in such a transaction and the trading price of our common stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. The factors that may discourage takeover attempts or make them more difficult include:

•

Articles of incorporation and bylaws.  Provisions of the articles of incorporation and bylaws of Meetinghouse Bancorp that may make it more difficult and expensive to pursue a takeover attempt that the board of directors opposes include:

•

supermajority voting requirements for changes to certain provisions of the articles of incorporation and bylaws, which makes it more difficult for shareholders to change provisions of our governing documents;

•

a limitation on the right to vote shares, which prohibits any person who owns in excess of 10% of the outstanding shares of Meetinghouse Bancorp common stock from any vote with respect to the shares held in excess of the limit;

•

the election of directors to staggered terms of three years, which makes it more difficult and time consuming for a shareholder group to fully use its voting power to gain control of the board of directors at a single annual meeting of shareholders without the consent of the incumbent board of directors of Meetinghouse Bancorp;

•

the removal of directors only for cause, which makes it more difficult for shareholders to remove directors and replace them with their own nominees;

•

the absence of cumulative voting by stockholders in the election of directors, which may prevent a shareholder from electing nominees opposed by the board of directors of Meetinghouse Bancorp;

•

provisions restricting the calling of special meetings of stockholders, which delays consideration of a shareholder proposal until the next annual meeting; and

•

provisions regarding the timing and content of stockholder proposals and nominations, which gives our board of directors time to consider the qualifications of proposed nominees,

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the merits of the proposals and, to the extent deemed necessary or desirable by our board of directors, to inform shareholders and make recommendations about those matters.

•

Massachusetts and federal banking regulations and Maryland corporate law.  Massachusetts banking regulations prohibit, for three years following the completion of a mutual-to-stock conversion, the offer to acquire or the acquisition of more than 10% of any class of equity security of a converted institution without the prior approval of the Massachusetts Commissioner of Banks. Additional state corporate law and federal banking regulations place limitations on the acquisition of certain percentages of our common stock and impose restrictions on these significant stockholders.

        For further information, see "Restrictions on the Acquisition of Meetinghouse Bancorp."

19

A Warning About Forward-Looking Statements

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

•

statements of our goals, intentions and expectations;

•

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

•

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

•

estimates of our risks and future costs and benefits.

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

•

increased lending risks associated with increased construction and commercial lending;

•

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

•

a continued decline in real estate values;

•

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, regulatory or supervisory changes that adversely affect our business;

•

adverse changes in the securities markets; and

•

changes in accounting or auditing standards, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

        Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

20

Selected Consolidated Financial and Other Data

        The summary financial information presented below is derived in part from our consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at September 30, 2011 and 2010 and for the years then ended is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at December 31, 2011 and 2010 and for the three months then ended was not audited, but, in the opinion of management, reflects all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the three months ended December 31, 2011 are not necessarily indicative of the results of operations that may be expected for the entire year.

			At September 30,
	At December 31, 2011
(In thousands)			2011		2010
	(Unaudited)
Selected Financial Condition Data:
Total assets	$	68,663	$	66,203	$	64,354
Cash and cash equivalents		12,988		8,513		3,607
Securities available-for-sale		5,613		6,111		7,157
Loans, net		41,835		42,376		43,555
Loans held-for-sale		3,436		4,426		6,919
Deposits		63,232		60,753		57,943
Federal Home Loan Bank advances		—		—		1,302
Total equity		5,233		5,165		4,873

	Three Months Ended December 31,					Years Ended September 30,
(In thousands)	2011		2010			2011			2010
	(Unaudited)
Selected Operating Data:
Interest and dividend income	$	695	$	743		$	2,738		$	2,916
Interest expense		159		180			660			892
Net interest and dividend income		536		563			2,078			2,024
Provision (benefit) for loan losses		15		(12	)		(11	)		18
Net interest and dividend income after provision (benefit) for loan losses		521		575			2,089			2,006
Noninterest income		277		352			865			583
Noninterest expense		612		609			2,464			2,065
Income before income taxes		186		318			490			524
Income tax expense		75		128			197			208
Net income	$	111	$	190		$	293		$	316

21

	At or For the Three Months Ended December 31,						At or For the Years Ended September 30,
Selected Financial Ratios and Other Data(1):	2011			2010			2011			2010
	(Unaudited)
Performance Ratios:
Return on average assets		0.67	%		1.20	%		0.46	%		0.51	%
Return on average equity		8.64			15.32			5.80			6.84
Interest rate spread(2)		3.27			3.62			3.33			3.24
Net interest margin(3)		3.47			3.85			3.53			3.51
Noninterest expense to average assets		3.68			3.85			3.85			3.33
Efficiency ratio(4)		75.28			66.56			83.72			79.21
Average interest-earning assets to average interest-bearing liabilities		119.73			118.84			117.99			117.35
Average equity to average assets		7.71			7.85			7.90			7.44
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans(5)		0.78	%		0.68	%		0.74	%		0.74	%
Allowance for loan losses as a percent of non-performing loans		1,375.00			85.09			1,260.00			37.51
Net charge-offs (recoveries) to average outstanding loans during the period		—			—			—			—
Non-performing loans as a percent of total loans(5)		0.06			0.80			0.06			1.98
Non-performing loans as a percent of total assets		0.04			0.59			0.04			1.35
Capital Ratios:
Total capital to risk-weighted assets		14.40	%		12.76	%		13.20	%		12.10	%
Tier 1 capital to risk-weighted assets		13.50			11.99			12.40			11.30
Tier 1 capital to average assets		7.80			7.84			7.70			7.60
Other Data:
Number of full service offices		1			1			1			1

(1)

Ratios for the three months ended December 31, 2011 and 2010 have been annualized where appropriate.

(2)

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

(3)

Represents net interest and dividend income as a percent of average interest-earning assets.

(4)

Represents noninterest expense divided by the sum of net interest and dividend income and noninterest income.

(5)

Loans are presented before the allowance for loan losses but include deferred loan origination fees, net. Excludes loans held-for-sale.

22

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 offering expenses incurred. Payments for shares made through withdrawals from deposit accounts at Meetinghouse Bank will reduce deposits and will not result in the receipt of new funds for investment. See "Pro Forma Data" for the assumptions used to arrive at these amounts.

	Minimum of Offering Range					Midpoint of Offering Range					Maximum of Offering Range					15% Above Maximum of Offering Range
(Dollars in thousands)	425,000 Shares at $10.00 Per Share		Percent of Net Proceeds			500,000 Shares at $10.00 Per Share		Percent of Net Proceeds			575,000 Shares at $10.00 Per Share		Percent of Net Proceeds			661,250 Shares at $10.00 Per Share		Percent of Net Proceeds
Offering proceeds	$	4,250				$	5,000				$	5,750				$	6,613
Less: offering expenses		760					760					760					760
Net offering proceeds		3,490		100.0	%		4,240		100.0	%		4,990		100.0	%		5,853		100.0	%
Less:
Proceeds contributed to Meetinghouse Bank		1,745		50.0			2,120		50.0			2,495		50.0			2,926		50.0
Proceeds used for loan to employee stock ownership plan		340		9.7			400		9.4			460		9.2			529		9.0
Proceeds retained by Meetinghouse Bancorp	$	1,405		40.3	%	$	1,720		40.6	%	$	2,035		40.8	%	$	2,398		41.0	%

        Meetinghouse Bancorp initially intends to invest the proceeds it retains from the offering in short-term, liquid investments, such as U.S. treasury and government agency securities, mortgage-backed securities and cash and cash equivalents. The actual amounts to be invested in different instruments will depend on the interest rate environment and Meetinghouse Bancorp's liquidity requirements. In the future, Meetinghouse Bancorp may liquidate its investments and use those funds:

•

to pay dividends to stockholders;

•

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

•

to finance the possible acquisition of other financial institutions or other businesses that are related to banking, although we currently have no plans, arrangements or understandings regarding potential acquisition opportunities; and

•

for general corporate purposes, including contributing additional capital to Meetinghouse Bank.

        Under Federal Deposit Insurance Corporation regulations, Meetinghouse Bancorp may not repurchase shares of its common stock during the first year following the offering, except that stock repurchases of no greater than 5% of outstanding capital stock may be made during this one-year period where compelling and valid business reasons are established to the satisfaction of the Federal Deposit Insurance Corporation. In addition, Meetinghouse Bancorp will be subject to the Federal Reserve Board's notice provisions for stock repurchases. See "Regulation and Supervision—Holding Company Regulation."

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

•

to fund new loans;

•

to invest in securities;

23

•

to finance the possible expansion of its business activities by opening one or more branch offices, although we currently have no definitive plans or arrangements regarding any branch offices; and

•

for general corporate purposes.

        We may need regulatory approval to engage in some of the activities listed above. We currently have no specific plans or agreements regarding any expansion activities or acquisitions.

        We currently anticipate that the proceeds of the offering contributed to Meetinghouse Bank will primarily be used to fund new loans. We expect the anticipated loan growth will occur primarily in our residential mortgage loan portfolio, but we have not allocated specific dollar amounts to any particular area of our portfolio. The amount of time that it will take to deploy the proceeds of the offering into loans will depend primarily on the level of loan demand. During the three months ended December 31, 2011 and year ended September 30, 2011, we originated $3.1 million and $9.2 million of loans for portfolio, respectively.

        Except as described above, neither Meetinghouse Bancorp nor Meetinghouse Bank has any specific plans, arrangements or understandings 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 Stock Offering—Reasons for the Conversion and Offering."

24

Our Dividend Policy

        Following the offering, our board of directors will consider adopting a policy of paying cash dividends. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

        The board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account our financial condition and results of operations, tax considerations, capital requirements, industry standards, and economic conditions. We will also consider the regulatory restrictions that affect the payment of dividends by Meetinghouse Bank to us, discussed below.

        Meetinghouse Bancorp is subject to Maryland law, which generally permits a corporation to pay dividends on its common stock unless, after giving effect to the dividend, 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 its total liabilities.

        Dividends from Meetinghouse Bancorp may depend, in part, upon receipt of dividends from Meetinghouse Bank because Meetinghouse Bancorp will have no source of income other than dividends from Meetinghouse Bank and earnings from investment of net proceeds from the offering retained by Meetinghouse Bancorp. Massachusetts banking law and Federal Deposit Insurance Corporation regulations limit distributions from Meetinghouse Bank to Meetinghouse Bancorp. See "Regulation and Supervision—Massachusetts Banking Laws and Supervision—Dividends" and "—Federal Regulations—Prompt Corrective Regulatory Action." In addition, Meetinghouse Bancorp is subject to the Federal Reserve Board's policy that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by Meetinghouse Bancorp appears consistent with its capital needs, asset quality and overall financial condition. See "Regulation and Supervision—Holding Company Regulation."

        Any payment of dividends by Meetinghouse Bank to us that would be deemed to be drawn out of Meetinghouse Bank's bad debt reserves would require Meetinghouse Bank to pay federal income taxes at the then current income tax rate on the amount deemed distributed. See "Federal and State Taxation—Federal Income Taxation." Meetinghouse Bancorp does not contemplate any distribution by Meetinghouse Bank that would result in this type of tax liability.

25

Market for the Common Stock

        We have not previously issued common stock and there is currently no established market for our common stock. We expect that our common stock will be quoted for trading on the OTC Bulletin Board upon completion of the offering. Keefe, Bruyette & Woods currently intends to become a market maker in the common stock, but it is under no obligation to do so. We cannot assure you that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

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

26

Capitalization

        The following table presents the historical consolidated capitalization of Meetinghouse Bank at December 31, 2011 and the pro forma consolidated capitalization of Meetinghouse Bancorp reflecting the offering (referred to as "pro forma" information). The pro forma capitalization gives effect to the assumptions listed under "Pro Forma Data," based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares as a result of the exercise of options granted under the proposed equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization.

				Meetinghouse Bancorp Pro Forma Capitalization Based Upon the Sale of
	Meetinghouse Bank Capitalization as of December 31, 2011
(Dollars in thousands, except per share amounts)				425,000 Shares at $10.00 Per Share			500,000 Shares at $10.00 Per Share			575,000 Shares at $10.00 Per Share			661,250 Shares at $10.00 Per Share
Deposits(1)	$	63,232		$	63,232		$	63,232		$	63,232		$	63,232
Borrowings		—			—			—			—			—
Total deposits and borrowed funds	$	63,232		$	63,232		$	63,232		$	63,232		$	63,232
Stockholders' equity:
Preferred stock:
500,000 shares, $0.01 par value per share, authorized; none issued or outstanding	$	—		$	—		$	—		$	—		$	—
Common stock:
5,000,000 shares, $0.01 par value per share, authorized; specified number of shares assumed to be issued and outstanding		—			4			5			6			7
Additional paid-in capital		—			3,486			4,235			4,984			5,846
Retained earnings(2)		5,094			5,094			5,094			5,094			5,094
Accumulated other comprehensive income		139			139			139			139			139
Less:
Common stock acquired by employee stock ownership plan(3)		—			(340	)		(400	)		(460	)		(529	)
Common stock to be acquired by equity incentive plan(4)		—			(170	)		(200	)		(230	)		(265	)
Total stockholders' equity	$	5,233		$	8,213		$	8,873		$	9,533		$	10,292
Stockholders' equity to assets(1)		7.62	%		11.46	%		12.27	%		13.07	%		13.96	%

(1)

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

(2)

Retained earnings are restricted by applicable regulatory capital requirements.

(3)

Assumes that 8% of the shares of common stock sold in the offering will be purchased in the offering by the employee stock ownership plan with funds borrowed from Meetinghouse Bancorp. Under generally accepted accounting principles, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of capital and a liability to the employee stock ownership plan. As shares are released to plan participants' accounts, a compensation expense will be charged, along with the related tax benefit, and a reduction in the charge against capital will occur in the amount of the

27

compensation expense recognized. Since the funds are borrowed from Meetinghouse Bancorp, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the consolidated financial statements of Meetinghouse Bancorp. The loan will be repaid principally through Meetinghouse Bank's contributions to the employee stock ownership plan and dividends payable on unallocated common stock held by the plan over the anticipated 7-year term of the loan. See "Our Management—Benefit Plans—Employee Stock Ownership Plan."

(4)

Assumes the purchase in the open market at $10.00 per share, for restricted stock awards under the proposed equity incentive plan, of a number of shares equal to 4% of the number of the shares of common stock sold in the offering. The shares are reflected as a reduction of stockholders' equity. The equity incentive plan will be submitted to stockholders for approval at a meeting following the offering. See "Risk Factors—Risks Related to This Offering—Issuance of shares for benefit programs will dilute your ownership interest," "Pro Forma Data" and "Our Management—Equity Incentive Plan."

28

Regulatory Capital Compliance

        At December 31, 2011, Meetinghouse Bank exceeded all regulatory capital requirements and was considered "well capitalized" under applicable regulations. The following table presents Meetinghouse Bank's capital position relative to its regulatory capital requirements at December 31, 2011, on a historical and a pro forma basis. The table reflects receipt by Meetinghouse Bank of 50% of the net proceeds of the offering. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan is deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see "Use of Proceeds," "Capitalization" and "Pro Forma Data." For a discussion of the capital standards applicable to Meetinghouse Bank, see "Regulation and Supervision—Federal Regulations—Capital Requirements."

						Meetinghouse Bank Pro Forma at December 31, 2011
	Historical at December 31, 2011					Minimum of Offering Range 425,000 Shares at $10.00 per Share						Midpoint of Offering Range 500,000 Shares at $10.00 per Share						Maximum of Offering Range 575,000 Shares at $10.00 per Share						15% Above Maximum of Offering Range 661,250 Shares at $10.00 per Share
(Dollars in thousands)	Amount		Percent of Assets(1)			Amount			Percent of Assets			Amount			Percent of Assets			Amount			Percent of Assets			Amount			Percent of Assets
Total capital under generally accepted accounting principles (GAAP)	$	5,233		8.06	%	$	6,468			9.71	%	$	6,753			10.08	%	$	7,038			10.44	%	$	7,365			10.86	%
Tier 1 capital to average assets:
Capital level(2)	$	5,081		7.83	%	$	6,316			9.48	%	$	6,601			9.85	%	$	6,886			10.22	%	$	7,213			10.64	%
Requirement		2,596		4.00			2,665			4.00			2,680			4.00			2,695			4.00			2,713			4.00
Excess	$	2,485		3.83	%	$	3,651			5.48	%	$	3,921			5.85	%	$	4,191			6.22	%	$	4,500			6.64	%
Tier 1 capital to risk-weighted assets:
Capital level(2)(3)	$	5,081		13.54	%	$	6,316			16.67	%	$	6,601			17.39	%	$	6,886			18.10	%	$	7,213			18.92	%
Requirement		1,501		4.00			1,515			4.00			1,518			4.00			1,521			4.00			1,525			4.00
Excess	$	3,580		9.54	%	$	4,801			12.67	%	$	5,083			13.39	%	$	5,365			14.10	%	$	5,688			14.92	%
Total capital to risk-weighted assets:
Capital level(2)(3)	$	5,411		14.42	%	$	6,646			17.54	%	$	6,931			18.26	%	$	7,216			18.97	%	$	7,543			19.79	%
Requirement		3,003		8.00			3,031			8.00			3,037			8.00			3,043			8.00			3,050			8.00
Excess	$	2,408		6.42	%	$	3,615			9.54	%	$	3,894			10.26	%	$	4,173			10.97	%	$	4,493			11.79	%
Reconciliation of capital infusion to Meetinghouse Bank:
Net proceeds of offering						$	3,490					$	4,240					$	4,990					$	5,853
Proceeds to Meetinghouse Bank							1,745						2,120						2,495						2,926
Less stock acquired by ESOP							(340	)					(400	)					(460	)					(529	)
Less stock acquired by equity incentive plan							(170	)					(200	)					(230	)					(265	)
Pro forma increase in GAAP and regulatory capital						$	1,235					$	1,520					$	1,805					$	2,132

(1)

Based on average assets of $64.9 million and risk-weighted assets of $37.5 million.

(2)

A portion of the net unrealized gains on securities available for sale accounts for the difference between capital calculated under generally accepted accounting principles in the United States of America ("GAAP") and Tier 1 capital. The add-back to total capital of the allowance for loan losses accounts for the difference between GAAP capital and total capital.

(3)

Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk-weighting.

29

Pro Forma Data

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

•

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

•

Our employee stock ownership plan will purchase a number of shares equal to 8% of the shares sold in the offering with the proceeds of a loan from Meetinghouse Bancorp that will be repaid in equal installments over 7 years;

•

Keefe, Bruyette & Woods will receive a success fee equal to $150,000; and

•

Total expenses of the offering, excluding fees and discounts paid to Keefe, Bruyette & Woods, will be approximately $610,000.

        Pro forma net income for the three months ended December 31, 2011 and the year ended September 30, 2011 have been calculated as if the offering were completed at the beginning of each period, and the net proceeds had been invested at 0.83% and 0.96%, respectively, which represents the five-year U.S. Treasury Note rate at December 31, 2011 and September 30, 2011, respectively.

        A pro forma after-tax return on net proceeds of 0.50% is used for the three months ended December 31, 2011 and 0.58% for the year ended September 30, 2011, respectively, after giving effect to a combined federal and state income tax rate of 40.0% for the period. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.

        When reviewing the following tables you should consider the following:

•

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

•

Historical per share amounts have been computed as if the shares of common stock expected to be issued in the offering had been outstanding at the beginning of the period covered by the table. However, neither historical nor pro forma stockholders' equity has been adjusted to reflect the investment of the estimated net proceeds from the sale of the shares in the offering, the additional employee stock ownership plan expense or the proposed equity incentive plan.

•

Pro forma stockholders' equity ("book value") represents the difference between the stated amounts of our assets and liabilities. Pro forma tangible stockholders' equity excludes intangible assets. Book value amounts do not represent fair market values or amounts available for distribution to stockholders in the unlikely event of liquidation. The amounts shown do not reflect the federal income tax consequences of the restoration to income of Meetinghouse Bank's special bad debt reserves for income tax purposes or give effect to the liquidation account in the event of liquidation, which would be required in the unlikely event of liquidation. See "Federal and State Taxation" and "The Conversion and Stock Offering—Effects of Conversion to Stock Form."

•

The amounts shown as pro forma stockholders' equity per share do not represent possible future price appreciation of our common stock.

•

The amounts shown do not include the impact of new expenses we expect to incur as a result of our operating as a public company.

30

        The following pro forma data is based on Meetinghouse Bank's capital at December 31, 2011 and September 30, 2011, and net income for the three months ended December 31, 2011 and for the year ended September 30, 2011. The pro forma data may not represent the actual financial effects of the offering or our operating results after the offering. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data does not represent the fair market value of our common stock, the current fair market value of our assets or liabilities, or the amount of money that would be available for distribution to stockholders if we were to be liquidated after the conversion.

	Three Months Ended December 31, 2011
(Dollars in thousands, except per share amounts)	Minimum of Offering Range 425,000 Shares at $10.00 per Share			Midpoint of Offering Range 500,000 Shares at $10.00 per Share			Maximum of Offering Range 575,000 Shares at $10.00 per Share			15% Above Maximum of Offering Range 661,250 Shares at $10.00 per Share
Gross proceeds	$	4,250		$	5,000		$	5,750		$	6,613
Less: estimated offering expenses		(760	)		(760	)		(760	)		(760	)
Estimated net conversion proceeds		3,490			4,240			4,990			5,853
Less: common stock acquired by employee stock ownership plan(1)		(340	)		(400	)		(460	)		(529	)
Less: common stock to be acquired by equity incentive plan(2)		(170	)		(200	)		(230	)		(265	)
Net investable proceeds	$	2,980		$	3,640		$	4,300		$	5,059
Pro forma net income:
Historical	$	111		$	111		$	111		$	111
Pro forma income on net investable proceeds		4			5			5			6
Less: pro forma employee stock ownership plan adjustments(1)		(7	)		(9	)		(10	)		(11	)
Less: pro forma restricted stock award expense(2)		(5	)		(6	)		(7	)		(8	)
Less: pro forma stock option expense(3)		(6	)		(7	)		(8	)		(10	)
Pro forma net income	$	97		$	94		$	91		$	88
Pro forma net income per share:
Historical	$	0.28		$	0.24		$	0.21		$	0.18
Pro forma income on net investable proceeds		0.01			0.01			0.01			0.01
Less: pro forma employee stock ownership plan adjustments(1)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Less: pro forma restricted stock award expense(2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma stock option expense(3)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net income per share	$	0.24		$	0.20		$	0.17		$	0.14
Offering price as a multiple of annualized pro forma net income per share	$	10.42		$	12.50		$	14.71		$	17.86
Number of shares used to calculate pro forma net income per share(4)		392,214			461,429			530,643			610,239
Pro forma stockholders' equity (book value)(4):
Historical	$	5,233		$	5,233		$	5,233		$	5,233
Estimated net proceeds		3,490			4,240			4,990			5,853
Less: common stock acquired by employee stock ownership plan(1)		(340	)		(400	)		(460	)		(529	)
Less: common stock to be acquired by equity incentive plan(2)		(170	)		(200	)		(230	)		(265	)
Pro forma stockholders' equity	$	8,213		$	8,873		$	9,533		$	10,292
Pro forma stockholders' equity per share(4):
Historical	$	12.31		$	10.47		$	9.10		$	7.91
Estimated net proceeds		8.21			8.48			8.68			8.85
Less: common stock acquired by employee stock ownership plan(1)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock to be acquired by equity incentive plan(2)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders' equity per share	$	19.32		$	17.75		$	16.58		$	15.56
Offering price as a percentage of pro forma stockholders' equity per share		51.76	%		56.34	%		60.31	%		64.27	%
Number of shares used to calculate pro forma stockholders' equity per share(4)		425,000			500,000			575,000			661,250

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	Year Ended September 30, 2011
(Dollars in thousands, except per share amounts)	Minimum of Offering Range 425,000 Shares at $10.00 per Share			Midpoint of Offering Range 500,000 Shares at $10.00 per Share			Maximum of Offering Range 575,000 Shares at $10.00 per Share			15% Above Maximum of Offering Range 661,250 Shares at $10.00 per Share
Gross proceeds	$	4,250		$	5,000		$	5,750		$	6,613
Less: estimated offering expenses		(760	)		(760	)		(760	)		(760	)
Estimated net conversion proceeds		3,490			4,240			4,990			5,853
Less: common stock acquired by employee stock ownership plan(1)		(340	)		(400	)		(460	)		(529	)
Less: common stock to be acquired by equity incentive plan(2)		(170	)		(200	)		(230	)		(265	)
Net investable proceeds	$	2,980		$	3,640		$	4,300		$	5,059
Pro forma net income:
Historical	$	293		$	293		$	293		$	293
Pro forma income on net investable proceeds		17			21			25			29
Less: pro forma employee stock ownership plan adjustments(1)		(29	)		(34	)		(39	)		(45	)
Less: pro forma restricted stock award expense(2)		(20	)		(24	)		(28	)		(32	)
Less: pro forma stock option expense(3)		(24	)		(28	)		(33	)		(38	)
Pro forma net income	$	237		$	228		$	218		$	207
Pro forma net income per share:
Historical	$	0.74		$	0.63		$	0.55		$	0.48
Pro forma income on net investable proceeds		0.04			0.05			0.05			0.05
Less: pro forma employee stock ownership plan adjustments(1)		(0.07	)		(0.07	)		(0.07	)		(0.07	)
Less: pro forma restricted stock award expense(2)		(0.05	)		(0.05	)		(0.05	)		(0.05	)
Less: pro forma stock option expense(3)		(0.06	)		(0.06	)		(0.06	)		(0.06	)
Pro forma net income per share	$	0.60		$	0.50		$	0.42		$	0.35
Offering price as a multiple of pro forma net income per share	$	16.67		$	20.00		$	23.81		$	28.57
Number of shares used to calculate pro forma net income per share(4)		395,857			465,714			535,571			615,907
Pro forma stockholders' equity (book value)(4):
Historical	$	5,165		$	5,165		$	5,165		$	5,165
Estimated net proceeds		3,490			4,240			4,990			5,853
Less: common stock acquired by employee stock ownership plan(1)		(340	)		(400	)		(460	)		(529	)
Less: common stock to be acquired by equity incentive plan(2)		(170	)		(200	)		(230	)		(265	)
Pro forma stockholders' equity	$	8,145		$	8,805		$	9,465		$	10,224
Pro forma stockholders' equity per share(4):
Historical	$	12.15		$	10.33		$	8.98		$	7.81
Estimated net proceeds		8.21			8.48			8.68			8.85
Less: common stock acquired by employee stock ownership plan(1)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock to be acquired by equity incentive plan(2)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders' equity per share	$	19.16		$	17.61		$	16.46		$	15.46
Offering price as a percentage of pro forma stockholders' equity per share		52.19	%		56.79	%		60.75	%		64.68	%
Number of shares used to calculate pro forma stockholders' equity per share(4)		425,000			500,000			575,000			661,250

(1)

Assumes that the employee stock ownership plan will acquire a number of shares of stock equal to 8% of the shares sold in the offering (34,000, 40,000, 46,000 and 52,900 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds to acquire these shares from the net offering proceeds retained by Meetinghouse Bancorp. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate as published in the Wall Street Journal, which is currently 3.25%, which will be fixed at the consummation of the offering and be for a term of 7 years. Meetinghouse 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 Meetinghouse Bancorp will earn on the loan will offset a portion of the compensation expense recorded by Meetinghouse Bank as it contributes to the employee stock ownership plan. 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. The combined federal and state income tax rate is assumed to be 40.0%. Applicable accounting principles require that compensation expense for the

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employee stock ownership plan be based upon the market value of shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (¹/7 of the total, based on a 7 year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater.

(2)

Assumes that Meetinghouse Bancorp will purchase in the open market a number of shares of stock equal to 4% of the shares sold in the offering (17,000, 20,000, 23,000 and 26,450 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively), that will be reissued as restricted stock awards under an equity incentive plan to be adopted following the offering. Purchases will be funded with cash on hand at Meetinghouse Bancorp or with dividends paid to Meetinghouse Bancorp by Meetinghouse Bank. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required stockholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 3.85%. The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Meetinghouse Bancorp common stock was $10.00 at the time the awards were made, that shares of restricted stock issued under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the shares awarded was an amortized expense during each year, and that the combined federal and state income tax rate was 40.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.

(3)

The adjustment to pro forma net income for stock options reflects the after-tax compensation expense associated with the stock options that may be granted under the equity incentive plan expected to be adopted following the offering. The table assumes that a number of shares equal to 10% of the shares sold in the offering (42,500, 50,000, 57,500 and 66,125 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively) will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. Using the Black-Scholes option-pricing formula, the options are assumed to have a value of $3.16 for each option, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0.00%; expected life, 10 years; expected volatility, 19.34%; and risk-free interest rate, 1.89%. Because there currently is no market for Meetinghouse Bancorp common stock, the assumed expected volatility is based on the SNL Index for all publicly-traded thrifts. It is assumed that stock options granted under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the options awarded was an amortized expense during each year, that 25% of the options awarded are nonqualified options and that the combined federal and state income tax rate was 40.0%. If the fair market value per share is different than $10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Meetinghouse Bancorp may use a valuation technique other than the Black-Scholes option-pricing formula and that technique may produce a different value. The issuance of authorized but unissued shares of common stock to satisfy stock option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 9.1%.

(4)

The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the 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 equals the total number of shares to be outstanding upon completion of the offering.

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Our Business

General

        Founded in 1914, Meetinghouse Bank is a Massachusetts chartered cooperative bank headquartered in the Boston community of Dorchester. We operate as a community bank offering traditional financial services to consumers and businesses within our primary market area. We attract deposits from the general public and use those funds primarily to originate residential mortgage loans. To a much lesser extent, we also originate commercial real estate loans, construction loans, commercial business loans and consumer loans. We conduct our lending and deposit activities primarily with individuals and small businesses in our primary market area.

        Meetinghouse Bancorp, a Maryland corporation, was incorporated in February 2012 to become the holding company for Meetinghouse Bank upon completion of the conversion. Before the completion of the conversion, Meetinghouse Bancorp will not engage in any significant activities other than organizational activities. Following completion of the conversion, Meetinghouse Bancorp's business activity will be the ownership of the outstanding capital stock of Meetinghouse Bank and management of the investment of offering proceeds retained from the conversion.

        Initially, Meetinghouse Bancorp will not own or lease any property but instead use the premises, equipment and other property of Meetinghouse Bank with the payment of appropriate rental fees, as required by applicable law and regulations, under the terms of an expense allocation agreement that Meetinghouse Bancorp and Meetinghouse Bank will enter into upon completion of the conversion. The expense allocation agreement generally provides that Meetinghouse Bancorp will pay to Meetinghouse Bank, on a quarterly basis, fees for its use of Meetinghouse Bank's premises, equipment and other property in an amount to be determined by the board of directors of Meetinghouse Bancorp and Meetinghouse Bank. Such fees shall not be less than the fair market value received for such goods or services.

        Meetinghouse Bancorp and Meetinghouse Bank will also enter into a tax allocation agreement upon completion of the conversion as a result of their status as members of an affiliated group under the Internal Revenue Code. The tax allocation agreement generally provides that Meetinghouse Bancorp will file consolidated federal tax income returns with Meetinghouse Bank and its subsidiaries. The tax allocation agreement also formalizes procedures for allocating the consolidated tax liability of the group among its members and establishes procedures for the future payments by Meetinghouse Bank to Meetinghouse Bancorp for tax liabilities attributable to Meetinghouse Bank and its subsidiary. In the future, Meetinghouse Bancorp may acquire other financial institutions or organize other operating subsidiaries; however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.

        Our website address is www.meetinghousebank.com. The information on our website should not be considered a part of this prospectus.

Market Area

        We conduct our operations from our sole office located in the Boston community of Dorchester. Our primary market area for lending and deposit activities is the community of Dorchester and the Town of Milton. Milton, located adjacent to and south of Dorchester, is an affluent suburb of Boston. The economy of our market area is a diverse cross section of employment sectors, with a mix of services, light manufacturing, small wholesale/retail trade, health care facilities and finance related employment. The greater Boston metropolitan area also has many life science and high technology companies employing personnel with specialized skills. These factors affect the demand for residential homes, residential construction, office buildings, shopping centers, and other commercial properties in

34

our market area. Communities within our market area include many older residential commuter towns which function partially as business and service centers.

        Dorchester is located in Suffolk County. Milton is located in Norfolk County. Suffolk County and Norfolk County are considered part of the Boston metropolitan area. Based on the 2010 United States census, the Boston metropolitan area is the 10th largest metropolitan area in the United States. Located adjacent to major transportation corridors, the Boston metropolitan area provides a highly diversified economic base, with major employment sectors ranging from services, higher education, manufacturing and wholesale/retail trade, to finance, technology and medical care. Based on U.S. Census Bureau data, 2010 median household income was $50,597 for Suffolk County and $81,027 for Norfolk County, compared to median household income for Massachusetts of $64,509 and $51,914 for the United States for 2010. In addition, 2010 per capita income was $30,720 for Suffolk County and $42,371 for Norfolk County, compared to per capita income for Massachusetts of $33,966 and $27,334 for the United States for 2010.

Competition

        As a small community bank, we face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the financial institutions operating in our market area and from other financial service companies such as securities brokerage firms, credit unions and insurance companies. We also face competition for investors' funds from money market funds, mutual funds and other corporate and government securities. At June 30, 2011, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held 0.05% of the deposits in Suffolk County, which was the 25^th largest market share out of 41 financial institutions with offices in Suffolk County. At June 30, 2011, we also held 0.06% of the deposits in the city of Boston, which was the 19^th largest market share out of 35 financial institutions with offices in Boston. This data does not reflect deposits held by credit unions with which we also compete. All of the financial institutions with whom we compete are larger than we are and, therefore, have greater resources and are able to offer a broader range of products and services than we do.

        Our competition for loans comes from financial institutions, including credit unions, in our market area and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from nondepository financial service companies entering the mortgage market, such as insurance companies, securities companies and specialty finance companies.

        We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the internet, and made it possible for nondepository institutions to offer products and services that traditionally have been provided by banks. Competition for deposits and the origination of loans could limit our growth in the future.

Lending Activities

        General.    The largest segment of our loan portfolio is real estate mortgage loans. To a much lesser extent, we also originate commercial real estate loans, construction loans, commercial business loans and consumer loans. We generally retain in our portfolio all adjustable-rate residential mortgage loans we originate and sell fixed-rate residential mortgage loans to investors in the secondary market. We intend to continue to emphasize residential mortgage lending.

        Residential Mortgage Loans.    The largest segment of our loan portfolio is residential mortgage loans to enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. At December 31, 2011, residential mortgage loans were $27.4 million, or

35

65.1%, of our total loan portfolio, the substantial portion of which are adjustable rate loans. Our residential mortgage loan portfolio also includes loans secured by non-owner occupied properties. At December 31, 2011, $7.7 million, or 28.1% of our residential mortgage loan portfolio, consisted of residential mortgage loans secured by non-owner occupied properties. Residential mortgage loans secured by non-owner occupied properties have heightened risk characteristics compared to residential mortgage loans secured by owner occupied properties. See "—Lending Activities—Loan Underwriting Risks" for additional information. At December 31, 2011, the average balance of a residential mortgage loan was $230,000.

        We offer a mix of adjustable-rate mortgage loans and fixed-rate mortgage loans with terms of up to 30 years. Generally, our fixed-rate loans conform to Fannie Mae and Freddie Mac underwriting guidelines and are originated with the intention to sell. Our adjustable-rate mortgage loans generally adjust annually after an initial fixed period that ranges from three to five years. Interest rates and payments on our adjustable-rate loans generally are adjusted to a rate equal to a specified percentage above the one year LIBOR rate. Depending on the loan type, the maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate cap is 6% over the initial interest rate of the loan. Our adjustable rate residential mortgage loans do not have floor interest rates. Our residential mortgage loans generally do not have prepayment penalties.

        Borrower demand for adjustable-rate compared to fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans as compared to the interest rates and loan fees for adjustable-rate loans. The relative amount of fixed-rate and adjustable-rate mortgage loans that can be originated at any time is largely determined by the demand for each in a competitive environment. The loan fees, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive market conditions.

        While residential mortgage loans are normally originated with 15- or 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full either upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans on a regular basis. Additionally, our current practice is generally to (1) sell to the secondary market newly originated 15-year or longer term conforming fixed-rate residential mortgage loans, and (2) to hold in our portfolio shorter-term fixed-rate loans and adjustable-rate loans. Generally, conforming fixed-rate loans are sold to third parties with servicing released.

        Generally, we do not make one- to four-family residential real estate loans with loan-to-value ratios exceeding 80%. Loans with loan-to-value ratios in excess of 80% typically require private mortgage insurance. We require all properties securing mortgage loans to be appraised by a board-approved independent appraiser. We also require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, and flood insurance is required for loans on properties located in a flood zone.

        To a limited extent, we also originate first mortgage loans secured by multi-family properties. At December 31, 2011, multi-family real estate loans totaled $927,000, or 2.2% of our total loan portfolio, and consisted of three loans to three unaffiliated borrowers.

        Commercial Real Estate Loans.    We offer adjustable-rate mortgage loans secured by a variety of commercial real estate, such as small office buildings and retail properties. At December 31, 2011, commercial real estate loans were $6.5 million, or 15.4%, of our total loan portfolio. We originate adjustable-rate commercial real estate loans for terms up to 10 years and payments based on an amortization schedule of 15- to 30-years. Interest rates and payments on our adjustable-rate loans

36

adjust every five years and generally are adjusted to a rate equal to a specified percentage above the corresponding Prime Rate as published in the Wall Street Journal. Loans are secured by first mortgages, generally are originated with a maximum loan-to-value ratio of 80% of the property's appraised value. Commercial real estate loans also are supported by personal guarantees. At December 31, 2011, the average balance of a commercial real estate loan was $210,000.

        At December 31, 2011, our largest commercial real estate loan had an outstanding balance of $426,000 and is secured by three commercial properties. The loan were performing according to its original repayment terms at December 31, 2011.

        Construction Loans.    At December 31, 2011, construction loans were $1.3 million, or 3.0%, of our total loan portfolio, and consisted of four loans to four unaffiliated borrowers. Our construction loans generally are fixed-rate interest-only loans that provide for the payment of interest only during the construction phase, and are typically for a term of 12 months. The interest rates on our construction loans generally give consideration to the Prime Rate as published in the Wall Street Journal and market conditions. At the end of the construction phase, the loan is generally paid in full. Construction loans generally can be made with a maximum loan to value ratio of 75% of the appraised market value estimated upon completion of the project.

        We primarily originate speculative construction loans to contractors and builders to finance the construction and rehabilitation of residential dwellings. A construction loan is considered speculative if, when we originate the loan, the borrower does not have a contract in place for the sale of the underlying property. We primarily lend to experienced local builders and contractors with whom we have established relationships. Our construction loans are primarily secured by properties located within our primary market area. Most of our loans for the construction of residential properties are for residences in need of repair that have been purchased at substantial discount.

        At December 31, 2011, our largest outstanding construction loan amounted to $664,500, of which $334,000 was outstanding. The loan is secured by three residential condominium units. This loan was performing according to its original repayment terms at December 31, 2011.

        Commercial Business Loans.    We make commercial business loans primarily to small businesses located in our market area. At December 31, 2011, commercial business loans were $837,000, or 2.0%, of our total loan portfolio. Our commercial business loan portfolio consists primarily of loans that are secured by equipment or other business assets. Commercial business loans and lines of credit are made with variable rates of interest. Variable rates are based on the Prime Rate as published in The Wall Street Journal, plus a margin. Commercial business loans typically have shorter maturity terms and higher interest spreads than real estate loans, but generally involve more credit risk because of the type and nature of the collateral. In addition, commercial business loans are made to well-known customers.

        At December 31, 2011, our largest commercial business loan was a $350,000 line of credit, of which $270,000 was outstanding. The loan, secured by assets of the borrower, was performing according to its original terms at December 31, 2011.

        Consumer Loans.    We offer consumer loans generally as an accommodation to our existing customers and do not emphasize this type of lending. Our consumer loans generally consist of home equity loans and lines of credit, automobile loans for both new and used vehicles, and secured and unsecured personal lines of credit. The procedures for underwriting consumer loans include an assessment of the applicant's payment history on other debts and ability to meet existing obligations and payments on the proposed loan.

        Home equity lines of credit have variable interest rates equal to a specified percentage above the Prime Rate as published in The Wall Street Journal and generally have maximum terms of 15 years. Borrowers are allowed to draw down from the line of credit for a period up to the first five years

37

depending on the individual borrower, after which the then-outstanding loan balance is fully amortized over the remaining term. Home equity loans are generally fixed-rate loans that fully amortize over a maximum term of 15 years. Both home equity lines of credit and home equity loans are originated with a maximum loan to value of 80%, including any first mortgage balance. At December 31, 2011, the outstanding balance of home equity loans and lines of credit totaled $4.7 million, or 11.2%, of our total loan portfolio. Automobile loans and other consumer loans typically are originated for a term of up to five years and with fixed interest rates based on market conditions. At December 31, 2011, other consumer loans totaled $476,000, or 1.1% of total loans.

Loan Underwriting Risks.

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

        Non-Owner Occupied Residential Mortgage Loans.    Residential mortgage loans secured by non-owner occupied rental properties represent a unique credit risk to us and, as a result, we adhere to special underwriting guidelines. Of primary concern in non-owner occupied real estate lending is the consistency of rental income of the property. Payments on loans secured by rental properties often depend on the maintenance of the property and the payment of rent by its tenants. Payments on loans secured by rental properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. To monitor cash flows on rental properties, we require borrowers and loan guarantors, if any, to provide annual financial statements and we consider and review a rental income cash flow analysis of the borrower and consider the net operating income of the property, the borrower's expertise, credit history and profitability, and the value of the underlying property. We generally require collateral on these loans to be a first mortgage along with an assignment of rents and leases.

        Commercial Real Estate Loans.    Loans secured by commercial real estate generally have larger balances and involve a greater degree of risk than residential mortgage loans. Of primary concern in commercial real estate lending is the borrower's creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. We apply what we believe to be conservative underwriting standards when originating commercial real estate loans and seek to limit our exposure to lending concentrations to well-known borrowers and our market area. To monitor cash flows on income properties, we require borrowers and loan guarantors, where applicable, to provide annual financial statements on commercial real estate loans. In reaching a decision on whether to make a commercial real estate loan, we consider the net operating income of the property, the borrower's expertise, credit history, profitability and the value of the underlying property. An environmental survey or environmental risk insurance is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

        Construction Loans.    Construction financing is considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property's value at completion of

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construction or development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the development. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a project having a value which is insufficient to assure full repayment. As a result of the foregoing, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of the borrower or guarantor to repay principal and interest. If we are forced to foreclose on a project before or at completion due to a default, there can be no assurance that we will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. In addition, speculative construction loans, which are loans made to home builders who, at the time of loan origination, have not yet secured an end buyer for the home under construction, typically carry higher risks than those associated with traditional construction loans. These increased risks arise because of the risk that there will be inadequate demand to ensure the sale of the property within an acceptable time. As a result, in addition to the risks associated with traditional construction loans, speculative construction loans carry the added risk that the builder will have to pay the property taxes and other carrying costs of the property until an end buyer is found. To monitor cash flows on speculative construction properties, we require borrowers and loan guarantors, if any, to provide annual financial statements and, in reaching a decision on whether to make a speculative construction loan, we consider and review a global cash flow analysis of the borrower and consider the borrower's expertise, credit history and profitability. We also disburse funds on a percentage-of-completion basis following an inspection by a third party inspector.

        Commercial Business Loans.    Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

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

        Loan Originations, Purchases and Sales.    Loan originations come from a number of sources. The primary source of loan originations are our in-house loan originators, and to a lesser extent, advertising and referrals from customers.

        We generally sell into the secondary market newly originated 15-year or longer term conforming fixed-rate residential mortgage loans. Our decision to sell loans is based on prevailing market interest rate conditions and interest rate risk management. Generally, loans are sold to third parties with servicing released. Loans originated for sale into the secondary market are originated against purchase commitments from the investors so as to mitigate any pipeline risk. Occasionally, we have sold

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participation interests in commercial real estate loans to other financial institutions for which we have served as lead lender.

        For the three months ended December 31, 2011 and year ended September 30, 2011, we originated $30.6 million and $72.6 million of total loans, and sold $28.5 million and $65.9 million of loans all of which were residential mortgage loans.

        Loan Approval Procedures and Authority.    Our lending activities follow written, nondiscriminatory, underwriting standards and loan origination procedures established by our board of directors and management. Our board of directors has granted loan approval authority to certain loan officers up to $500,000. All individual lending authorities are applied based on the borrower's existing and proposed total outstanding indebtedness. All loans in excess of individual loan officer authorities and all loans with exceptions to loan policy must be approved by the Security Committee of the Board of Directors.

        Loans-to-One Borrower Limit and Loan Category Concentration.    The maximum amount that we may lend to one borrower and the borrower's related entities is generally limited, by statute, to 20% of our capital, which is defined under Massachusetts law as the sum of our capital stock, surplus account and undivided profits. Loans secured by a first mortgage on residential property occupied by the borrower are excluded from this limit. At December 31, 2011, our regulatory limit on loans-to-one borrower was $1.0 million. However, we maintain an internal loans-to-one borrower limit that is below the regulatory limit. At December 31, 2011, our internal limit was $800,000. At December 31, 2011, our largest lending relationship consisted of three loans totaling $750,000 that are secured by a single-family residence, a residential condominium and a 6-unit multi-family residence, all of which are non-owner occupied properties. This loan relationship was performing in accordance with its original repayment terms at December 31, 2011. As a result of the offering, our regulatory loans-to-one borrower limit will increase, and we expect to increase our internal loans-to-one borrower limit to a level that will still be less than the increased regulatory limit.

        Loan Commitments.    We issue commitments for fixed- and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established under the contract. Generally, our loan commitments have fixed expiration dates or other termination clauses and may require payment of a fee.

Investment Activities

        We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises and municipal governments, deposits at the Federal Home Loan Bank of Boston, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade marketable equity securities. We also are required to maintain an investment in Federal Home Loan Bank of Boston stock. While we have the authority under applicable law to invest in derivative securities, we have not invested in derivative securities.

        At December 31, 2011, our investment portfolio consisted primarily of residential mortgage-backed securities issued by U.S. government agencies and government-sponsored enterprises and corporate debt securities.

        Our investment objectives are to: (i) to provide and maintain liquidity within the guidelines of the Massachusetts banking laws and regulations, (ii) to fully employ the available funds of the Bank; (iii) to earn an average rate of return on invested funds competitive with comparable institutions; (iv) to manage interest rate risk; and (v) to limit risk. Our board of directors has the overall responsibility for the investment portfolio, including approval of our investment policy. Our Audit/Finance Committee, which is appointed by the Board of Directors, consists of three independent directors. The Audit/

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Finance Committee is responsible for the management of the investment securities portfolio. The Audit/Finance Committee reviews the status of the portfolio on a monthly basis and report to the board of directors on a monthly basis.

Deposit Activities and Other Sources of Funds

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

        Deposit Accounts.    Deposits are attracted, by advertising and through our website, from within our market area through the offering of a broad selection of deposit instruments, including noninterest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as money market accounts), savings accounts and certificates of deposit. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, matching deposit and loan products and customer preferences and concerns. We generally review our deposit mix and pricing weekly. Our deposit pricing strategy has typically been to offer competitive rates on all types of deposit products, and to periodically offer special rates in order to attract deposits of a specific type or term.

        Borrowings.    We may use advances from the Federal Home Loan Bank of Boston to supplement our supply of investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution's net worth or on the Federal Home Loan Bank's assessment of the institution's creditworthiness. We may also utilize securities sold under agreements to repurchase and overnight repurchase agreements to supplement our supply of investible funds and to meet deposit withdrawal requirements. We had borrowing capacity of approximately $14.9 million with the Federal Home Loan Bank of Boston as of December 31, 2011. At December 31, 2011, we had no outstanding borrowings from the Federal Home Loan Bank of Boston.

        We are a member bank of The Co-operative Central Bank, from which we may borrow funds. Loan advances generally are made on an unsecured basis provided that the aggregate loan balance is less than 5% of our total deposits, our capital ratio exceeds 5%, we meet the required CAMELS rating, and our quarterly and year-to-date net income before extraordinary items is positive. At December 31, 2011, we had $3.2 million of borrowing capacity with the Co-operative Central Bank, none of which was outstanding.

        In addition, we have a $400,000 line of credit available to us from Bankers' Bank Northeast. At December 31, 2011, we had no borrowings outstanding under this credit facility.

Properties

        At December 31, 2011, we conducted business through our sole office, which we own, located in the community of Dorchester in Boston, Massachusetts. The office has an ATM and a drive-up window. At December 31, 2011, the total net book value of our land, buildings, furniture, fixtures and equipment at that location was $1.2 million.

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Personnel

        As of December 31, 2011, we had 20 full-time and three part-time employees, none of whom is represented by a collective bargaining unit. We believe our relationship with our employees is good.

Legal Proceedings

        Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Subsidiaries

        Currently, Meetinghouse Bancorp has no subsidiaries. Upon completion of the conversion and offering, Meetinghouse Bank will become the wholly-owned subsidiary of Meetinghouse Bancorp.

        Meetinghouse Bank has one wholly-owned subsidiary, Meetinghouse Securities Corporation, a Massachusetts-chartered corporation. It was originally established in 2002 as a passive investment corporation to hold investment securities and take advantage of then-favorable state income tax provisions applicable to passive investment corporations. Changes in law have since eliminated this favorable income tax treatment. At December 31, 2011, Meetinghouse Securities Corporation had total assets of $5.4 million.

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Management's Discussion and Analysis of
Financial Condition and Results of Operations

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

Overview

        Income.    Our primary source of income is net interest and dividend income. Net interest and dividend income is the difference between interest and dividend income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Other sources of income include earnings from customer service fees (mostly from service charges on deposit accounts), bank-owned life insurance, fees from investment management services and gains on the sale of securities.

        Provision for Loan Losses.    The allowance for loan losses is maintained at a level representing management's best estimate of inherent losses in the loan portfolio, based upon management's evaluation of the portfolio's collectibility. The allowance is established through the provision for loan losses, which is charged against income. Charge-offs, if any, are charged to the allowance. Subsequent recoveries, if any, are credited to the allowance. Allocation of the allowance may be made for specific loans or pools of loans, but the entire allowance is available for the entire loan portfolio.

        Expenses.    The noninterest expenses we incur in operating our business consist of salaries and employee benefits, occupancy and equipment, data processing, federal deposit insurance and other general and administrative expenses. Following the offering, our noninterest expenses are likely to increase as a result of operating as a public company. These additional expenses will consist primarily of legal and accounting fees, expenses of stockholder communications and meetings and stock exchange listing fees.

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

        Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, rental expenses, furniture and equipment expenses, maintenance, real estate taxes and costs of utilities. Depreciation of premises and equipment is computed using a straight-line method based on the estimated useful lives of the related assets, which range from 3 to 50 years, or the expected lease terms, if shorter. Data processing expenses are the fees we pay to third parties for the use of their software and for processing customer information, deposits and loans.

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

        Other expenses include expenses for professional services, advertising, office supplies, postage, telephone, insurance and other miscellaneous operating expenses.

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Business Strategy

        Our primary objective is to operate and grow a profitable community-oriented financial institution serving customers in our primary market area. We have sought to achieve this through the adoption of a business strategy designed to maintain a strong capital position and high asset quality. Our operating strategy includes the following:

        Continuing to emphasize residential real estate lending in our primary market area.    Since our founding in 1914, our primary lending activity has been real estate mortgage lending in our primary market area. We intend to continue to this as our primary lending activity. At December 31, 2011, residential mortgage loans accounted for 65.1% of our total loans. While we may seek to moderately increase commercial real estate lending and commercial business lending in an effort to increase yield, we intend that residential real estate lending will remain our primary lending activity.

        Continuing conservative underwriting practices while maintaining a high quality loan portfolio.    We believe that strong asset quality is a key to long-term financial success. We have sought to maintain a high level of asset quality and moderate credit risk by using conservative underwriting standards and by diligent monitoring and collection efforts. At December 31, 2011, nonperforming loans amounted to $25,000, or 0.06% of total loans.

        Seeking to increase our market share in our primary market area by opening one or more branch offices and by introducing new products and services.    Currently, we operate from one office in Dorchester. We believe we can better serve the residents and small businesses of Dorchester and Milton and the surrounding communities by opening one or more branch offices and by introducing new products and services. Currently, we have no definitive plans or arrangements regarding any branching activities. In addition, we plan to become a U.S. Small Business Administration-licensed lender so that we may offer SBA-guaranteed low interest rate loans to eligible small businesses in our primary market area.

Critical Accounting Policies

        We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies.

        Allowance for Loan Losses.    The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: the likelihood of default; the loss exposure at default; the amount and timing of future cash flows on impaired loans; the value of collateral; and the determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the Federal Deposit Insurance Corporation and Massachusetts Commissioner of Banks, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings. See notes 2 and 4 of the notes to consolidated financial statements included in this prospectus.

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        Deferred Tax Assets.    Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Management reviews deferred tax assets on a quarterly basis to identify any uncertainties pertaining to realization of such assets. In determining whether a valuation allowance is required against deferred tax assets, management assesses historical and forecasted operating results, including a review of eligible carryforward periods, tax planning opportunities and other relevant considerations. We believe the accounting estimate related to the valuation allowance is a critical estimate because the underlying assumptions can change from period to period. For example, tax law changes or variances in future projected operating performance could result in a change in the valuation allowance. Should actual factors and conditions differ materially from those used by management, the actual realization of net deferred tax assets could differ materially from the amounts recorded in the financial statements. If we were not able to realize all or part of our deferred tax assets in the future, an adjustment to the related valuation allowance would be charged to income tax expense in the period such determination was made and could have a negative impact on earnings. In addition, if actual factors and conditions differ materially from those used by management, we could incur penalties and interest imposed by taxing authorities.

Comparison of Financial Condition at December 31, 2011 and September 30, 2011 and 2010

        Total Assets.    Total assets increased by $2.5 million, from $66.2 million at September 30, 2011 to $68.7 million at December 31, 2011, primarily due to an increase in cash and cash equivalents. This increase was primarily offset by decreases in investments in available-for-sale securities, loans held-for-sale, and loans, net.

        Total assets increased by $1.8 million, from $64.4 million at September 30, 2010 to $66.2 million at September 30, 2011, primarily due to increases in cash and cash equivalents, interest-bearing time deposits in other banks, premises and equipment, net, and other real estate owned. These increases were primarily offset by decreases in investments in available-for-sale securities, loans held-for-sale, and loans, net.

        Cash and Cash Equivalents.    Cash and cash equivalents increased by $4.5 million, from $8.5 million at September 30, 2011 to $13.0 million at December 31, 2011, primarily due to the proceeds from loan repayments and maturing investment securities. Cash and cash equivalents increased by $4.9 million, from $3.6 million at September 30, 2010 to $8.5 million at September 30, 2011, primarily due to the proceeds from loan repayments and maturing investment securities. Federal funds sold balances increased in an effort to increase the yield earned on liquid assets.

        Interest-Bearing Time Deposits in Other Banks.    These deposits amounted to $1.6 million at both September 30, 2011 and December 31, 2011. These deposits increased by $996,000, from $650,000 at September 30, 2010 to $1.6 million at September 30, 2011. We maintain funds in these accounts in order to improve the yield earned on excess liquidity.

        Loans Held-for-Sale.    Loans held-for-sale decreased by $1.0 million, from $4.4 million at September 30, 2011 to $3.4 million at December 31, 2011, primarily due to normal pipeline variances. Loans held-for-sale decreased by $2.5 million, from $6.9 million at September 30, 2010 to $4.4 million at September 30, 2011, also primarily due to normal pipeline variances.

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        Loans, Net.    Loans, net, decreased by $600,000, from $42.4 million at September 30, 2011 to $41.8 million at December 31, 2011. Loans, net, decreased by $1.2 million, from $43.6 million at September 30, 2010 to $42.4 million at September 30, 2011. These decreases were primarily due to loan repayments and the effects of the prevailing low interest rate environment on the demand for residential mortgage loans. The low interest rate environment resulted primarily in demand for fixed rate residential mortgage loans, which we generally sell into the secondary market rather than retain in portfolio.

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

							At September 30,
	At December 31, 2011
							2011						2010
(Dollars in thousands)	Amount			Percent			Amount			Percent			Amount			Percent
Real estate loans:
Residential mortgage	$	27,398			65.06	%	$	27,896			65.44	%	$	29,298			66.87	%
Commercial real estate		6,495			15.42			6,555			15.38			6,782			15.48
Construction		1,266			3.01			908			2.13			731			1.67
Multi-family		927			2.20			931			2.18			950			2.17
Total real estate loans		36,086			85.69			36,290			85.13			37,761			86.19
Commercial loans		837			1.99			928			2.17			795			1.82
Consumer loans:
Home equity loans and lines of credit		4,713			11.19			4,926			11.56			4,703			10.73
Other		476			1.13			486			1.14			554			1.26
Total consumer loans		5,189			12.32			5,412			12.70			5,257			11.99
Total loans		42,112			100.00	%		42,630			100.00	%		43,813			100.00	%
Deferred loan origination fees, net		53						61						68
Allowance for loan losses		(330	)					(315	)					(326	)
Net loans	$	41,835					$	42,376					$	43,555

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        Loan Maturity.    The following tables set forth certain information at December 31, 2011 and September 30, 2011 regarding dollar amount of loan principal repayments becoming due during the periods indicated. The tables do not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. The amounts shown below exclude net deferred loan fees.

	December 31, 2011
(In thousands)	Residential Mortgage Loans		Commercial Real Estate Loans		Construction Loans		Multi-family Loans		Commercial Loans		Consumer Loans		Total Loans
Amounts due in:
One year or less	$	310	$	289	$	973	$	—	$	221	$	463	$	2,256
More than one year to five years		111		1,898		—		322		367		293		2,991
More than five years to ten years		590		2,850		—		362		200		473		4,475
More than ten years		26,387		1,458		293		243		49		3,960		32,390
Total	$	27,398	$	6,495	$	1,266	$	927	$	837	$	5,189	$	42,112

	September 30, 2011
(In thousands)	Residential Mortgage Loans		Commercial Real Estate Loans		Construction Loans		Multi-family Loans		Commercial Loans		Consumer Loans		Total Loans
Amounts due in:
One year or less	$	320	$	—	$	615	$	—	$	240	$	463	$	1,638
More than one year to five years		132		2,212		—		323		432		307		3,406
More than five years to ten years		427		2,878		—		363		207		483		4,358
More than ten years		27,017		1,465		293		245		49		4,159		33,228
Total	$	27,896	$	6,555	$	908	$	931	$	928	$	5,412	$	42,630

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        Fixed vs. Adjustable Rate Loans.    The following table sets forth the dollar amount of all scheduled maturities of loans at December 31, 2011 that are due after December 31, 2012 and have either fixed interest rates or adjustable interest rates. The amounts shown below exclude net deferred loan fees.

(In thousands)	Fixed Rates		Floating or Adjustable Rates		Total
Real estate loans:
Residential	$	4,801	$	22,287	$	27,088
Commercial		288		5,918		6,206
Construction		—		293		293
Multi-family		—		927		927
Total real estate		5,089		29,425		34,514
Commercial loans		199		417		616
Consumer loans		2,274		2,452		4,726
Total	$	7,562	$	32,294	$	39,856

        The following table sets forth the dollar amount of all scheduled maturities of loans at September 30, 2011 that are due after September 30, 2012 and have either fixed interest rates or adjustable interest rates. The amounts shown below exclude net deferred loan fees.

(In thousands)	Fixed Rates		Floating or Adjustable Rates		Total
Real estate loans:
Residential	$	3,698	$	23,878	$	27,576
Commercial		294		6,261		6,555
Construction		—		293		293
Multi-family		—		931		931
Total real estate		3,992		31,363		35,355
Commercial loans		207		481		688
Consumer loans		213		4,736		4,949
Total	$	4,412	$	36,580	$	40,992

        Securities.    Our securities portfolio consists primarily of residential mortgage-backed securities issued by U.S. government agencies and government sponsored enterprises. Investments in available-for-sale securities decreased by $500,000, from $6.1 million at September 30, 2011 to $5.6 million at December 31, 2011, primarily due to repayments. Investments in available-for-sale securities decreased by $1.1 million, from $7.2 million at September 30, 2010 to $6.1 million at September 30, 2011, also primarily due to repayments.

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

					At September 30,
	At December 31, 2011
					2011				2010
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Securities available-for-sale:
Corporate debt securities	$	300	$	305	$	300	$	327	$	300	$	336
Mortgage-backed securities		5,085		5,308		5,510		5,784		6,461		6,721
U.S. Government and federal agency obligations		—		—		—		—		100		100
Total	$	5,385	$	5,613	$	5,810	$	6,111	$	6,861	$	7,157

        At December 31, 2011, we had no investments in a single company or entity (other than the U.S. Government or an agency of the U.S. Government), including both debt and equity securities, that had an aggregate book value in excess of 10% of our total equity.

        The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2011. Certain mortgage related securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below.

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					After Ten Years					Total
(Dollars in thousands)	Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield
Securities available-for-sale:
Corporate debt	$	—		—	%	$	—		—	%	$	—		—	%	$	305		11.45	%	$	305		11.45	%
Mortgage-backed securities		1,584		3.07			2,553		3.30			644		3.55			527		3.65			5,308		3.30
Total	$	1,584		3.07	%	$	2,553		3.30	%	$	644		3.55	%	$	832		6.59	%	$	5,613		3.76	%

        The following table sets forth the stated maturities and weighted average yields of investment securities at September 30, 2011. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below.

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					After Ten Years					Total
(Dollars in thousands)	Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield
Securities available-for-sale:
Corporate debt	$	—		—	%	$	—		—	%	$	—		—	%	$	327		11.46	%	$	327		11.46	%
Mortgage-backed securities		1,484		4.19			2,887		3.52			819		3.70			594		3.30			5,784		3.70
Total	$	1,484		4.19	%	$	2,887		3.52	%	$	819		3.70	%	$	921		6.15	%	$	6,111		4.10	%

        Deposits.    Our primary sources of funds are retail deposit accounts held primarily by individuals and businesses within our primary market area. Total deposits increased by $2.4 million, from $60.8 million at September 30, 2011 to $63.2 million at December 31, 2011, primarily due to a

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$1.8 million increase in certificates of deposit, including a $1.0 million certificate of deposit placed by the Commonwealth of Massachusetts to promote small business lending. Cumulative increases in the balances of other deposit accounts accounted for the remainder of the increase in total deposits. Total deposits increased by $2.9 million, from $57.9 million at September 30, 2010 to $60.8 million at September 30, 2011, primarily due to increased deposit inflows in the normal course of business.

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

						At September 30,
	At December 31, 2011
						2011					2010
(Dollars in thousands)	Amount		Percent			Amount		Percent			Amount		Percent
Non interest-bearing demand deposits	$	10,710		16.94	%	$	10,020		16.49	%	$	8,830		15.24	%
Interest bearing deposits:
Money market		8,265		13.07			8,360		13.76			8,300		14.32
Regular and other savings		8,828		13.96			8,766		14.43			7,856		13.56
Certificates of deposit		35,429		56.03			33,607		55.32			32,957		56.88
Total	$	63,232		100.00	%	$	60,753		100.00	%	$	57,943		100.00	%

        The following tables set forth the balance of our time deposits by rate and maturity at December 31, 2011 and September 30, 2011.

	Amount Due at December 31, 2011
(Dollars in thousands)	Less than One Year		More than One Year to Two Years		More Than Two Years to Three Years		More than Three Years		Total		% of Total Certificate Accounts
0.00 – 1.00%	$	10,754	$	546	$	—	$	—	$	11,300		31.90	%
1.01 – 2.00%		14,237		2,455		1,828		—		18,520		52.27
2.01 – 3.00%		753		761		1,204		—		2,718		7.67
3.01 – 4.00%		66		—		—		—		66		0.19
4.01 – 5.00%		2,825		—		—		—		2,825		7.97
Total	$	28,635	$	3,762	$	3,032	$	—	$	35,429		100.00	%

	Amount Due at September 30, 2011
(Dollars in thousands)	Less than One Year		More than One Year to Two Years		More Than Two Years to Three Years		More than Three Years		Total		% of Total Certificate Accounts
0.00 – 1.00%	$	7,952	$	49	$	—	$	—	$	8,001		23.81	%
1.01 – 2.00%		16,165		1,753		1,382		—		19,300		57.43
2.01 – 3.00%		1,286		508		1,566		—		3,360		10.00
3.01 – 4.00%		71		—		—		—		71		0.21
4.01 – 5.00%		2,875		—		—		—		2,875		8.55
Total	$	28,349	$	2,310	$	2,948	$	—	$	33,607		100.00	%

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

	For the Three Months Ended December 31,					For the Years Ended September 30,
(In thousands)	2011		2010			2011		2010
Beginning balance	$	60,753	$	57,943		$	57,943	$	54,956
Increase (decrease) before interest credited		2,320		(1,442	)		2,158		2,123
Interest credited		159		177			652		864
Net increase (decrease) in deposits		2,479		(1,265	)		2,810		2,987
Ending balance	$	63,232	$	56,678		$	60,753	$	57,943

        The following table indicates the amount of jumbo certificates of deposit by time remaining until maturity at December 31, 2011 and September 30, 2011. Jumbo certificates of deposit require minimum deposits of $100,000.

Maturity Period at December 31, 2011	Amount
	(In thousands)
Three months or less	$	5,199
Over three through six months		1,335
Over six through twelve months		12,846
Over twelve months		4,181
Total	$	23,561

Maturity Period at September 30, 2011	Amount
	(In thousands)
Three months or less	$	7,186
Over three through six months		4,868
Over six through twelve months		5,900
Over twelve months		3,546
Total	$	21,500

        Borrowings.    Generally, we use borrowings from the Federal Home Loan Bank of Boston to supplement our supply of funds for loans and securities. We did not have any Federal Home Loan Bank of Boston borrowings outstanding at both December 31, 2011 and September 30, 2011. At September 30, 2010, we had outstanding advances of $1.3 million, which were repaid primarily as a result of maturities.

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        The following table sets forth selected information regarding our borrowed funds during the periods indicated.

	At or For the Three Months Ended December 31,						At or For the Year Ended September 30,
(Dollars in thousands)	2011			2010			2011			2010
Maximum amount outstanding at any month-end during the period:
FHLB Advances	$	—		$	1,760		$	1,760		$	1,948
Average balance outstanding during the period:
FHLB Advances		—			912			527			902
Weighted average interest rate during the period:
FHLB Advances		—	%		0.97	%		0.99	%		3.10	%
Balance outstanding at end of period:
FHLB Advances	$	—		$	1,152		$	—		$	1,302
Weighted average interest rate at end of period:
FHLB Advances		—	%		0.96	%		—	%		0.89	%

Comparison of Operating Results for the Three Months Ended December 31, 2011 and 2010

        Net Income.    Net income decreased by $79,000, from $190,000 in the 2010 period to $111,000 in the 2011 period, primarily due to a decrease in net interest and dividend income, an increase in the provision for loan losses, and a decrease in noninterest income.

        Net Interest and Dividend Income.    Net interest and dividend income decreased by $27,000, from $563,000 in the 2010 period to $536,000 in the 2011 period, primarily due to declining market interest rates. The yield on interest-earnings assets decreased from 5.07% in the 2010 period to 4.50% in the 2011 period, which offset an increase in the average balance of interest-earning assets from $58.5 million to $61.8 million. The average rate paid on interest-bearing liabilities decreased from 1.45% in the 2010 period to 1.23% in the 2011 period, which offset an increase in the average balance of interest-bearing liabilities from $49.2 million to $51.6 million. The interest rate spread decreased from 3.62% in the 2010 period to 3.27% in the 2011 period.

        Average Balances and Yields/Rates.    The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities,

52

respectively, for the periods presented. Average balances have been calculated using daily balances. Loan fees are included in interest income on loans and are insignificant.

	For the Three Months Ended December 31,
	2011							2010
(Dollars in thousands)	Average Balance		Interest Earned/ Paid		Yield/ Rate			Average Balance		Interest Earned/ Paid		Yield/ Rate
Interest-earning assets:
Securities(1)	$	6,829	$	87		5.10	%	$	7,783	$	87		4.47	%
Loans, net(2)		46,845		606		5.17			48,962		654		5.34
Other interest-earning assets(3)		8,156		2		0.10			1,775		1		0.23
Total interest-earning assets		61,830		695		4.50			58,520		742		5.07
Noninterest earning assets		4,772							4,701
Total assets	$	66,602						$	63,221
Interest-bearing liabilities:
Regular savings accounts	$	8,869		6		0.27		$	7,987		5		0.25
Money market accounts		8,435		13		0.62			8,171		21		1.03
Time deposits		34,339		140		1.63			32,120		151		1.88
Total interest-bearing deposits		51,643		159		1.23			48,278		177		1.47
Federal Home Loan Bank advances		—		—		—			964		2		0.83
Total interest-bearing liabilities		51,643		159		1.23			49,242		179		1.45
Demand deposits		9,695							8,617
Other liabilities		126							401
Equity		5,138							4,961
Total liabilities and equity	$	66,602						$	63,221
Net interest income			$	536						$	563
Interest rate spread						3.27	%						3.62	%
Net yield on earning assets						3.47	%						3.85	%

(1)

Includes Federal Home Loan Bank of Boston stock, deposits with the Cooperative Central Bank, and available-for-sale securities.

(2)

Includes non accruing loan balances and interest received on such loans, and loans held-for-sale.

(3)

Includes short-term investments.

        Rate/Volume Analysis.    The following table sets forth the effects of changing rates and volumes on our net interest and dividend income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total increase (decrease) column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in

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both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010
	Increase (Decrease) Due to
							Total Increase (Decrease)
(Dollars in thousands)	Volume			Rate
Interest and dividend income:
Securities(1)	$	—		$	—		$	—
Loans, net(2)		(28	)		(20	)		(48	)
Other interest-earning assets(3)		1			—			1
Total interest-earning assets		(27	)		(20	)		(47	)
Interest expense:
Deposits		14			(32	)		(18	)
Federal Home Loan Bank advances		(2	)		—			(2	)
Total interest-bearing liabilities		12			(32	)		(20	)
Net increase (decrease) in interest income	$	(39	)	$	12		$	(27	)

(1)

Includes Federal Home Loan Bank of Boston stock, deposits with the Cooperative Central Bank, and available-for-sale securities.

(2)

Includes non accruing loan balances and interest received on such loans, and loans held-for-sale.

(3)

Includes short-term investments.

        Provision (Benefit) for Loan Losses.    The provision for loan losses increased by $27,000, from ($12,000) in the 2010 period to $15,000 in the 2011 period. The benefit in the 2010 period reflects the effect of the decrease in the loan portfolio on the calculation of the allowance for loan losses as of December 31, 2010. The provision for loan losses in the 2011 period primarily reflects the establishment of a $20,000 specific reserve made against a commercial real estate loan.

        Noninterest Income.    Noninterest income decreased by $75,000, from $352,000 in the 2010 period to $277,000 in the 2011 period, primarily due to a decline in gain on secondary market activities from $271,000 to $195,000. The decline in gain on secondary market activities was primarily due to reduced volume. Customer service fees increased from $67,000 to $74,000 primarily due to increased service fees charged to one commercial deposit account relationship. That deposit account relationship accounted for $45,000 of total customer service fees in the 2010 period and $53,000 of total customer service fees in the 2011 period.

        Noninterest Expense.    Noninterest expense increased by $4,000, from $608,000 in the 2010 period to $612,000 in the 2011 period. Salaries and employee expense increased from $314,000 to $361,000 primarily due to the hiring of additional employees, including our Chief Financial Officer, and normal expense increases. Professional fees decreased from $83,000 to $46,000 primarily due to decreases in temporary help expense and in foreclosure-related legal fees. Deposit insurance expense decreased from $27,000 to $12,000 primarily due to an adjustment of the expense accrual to reflect the implementation of a new assessment formula.

        Income Tax Expense.    Income tax expense decreased by $52,000, from $128,000 in the 2010 period to $76,000 in the 2011 period, due to lower pre-tax income. The effective tax rate was 40.3% in the 2010 period and 40.6% in the 2011 period.

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Comparison of Operating Results for the Years ended September 30, 2011 and 2010

        Net Income.    Net income decreased by $23,000, from $316,000 in 2010 to $293,000 in 2011 primarily due to an increase in noninterest expense.

        Net Interest and Dividend Income.    Net interest and dividend income decreased by $54,000 to $2.1 million in 2011 primarily due to declining market interest rates. The yield on interest-earnings assets decreased from 5.05% in 2010 to 4.65% in 2011, which offset an increase in the average balance of interest-earning assets from $57.7 million to $58.9 million. The average rate paid on interest-bearing liabilities decreased from 1.81% in 2010 to 1.32% in 2011, which offset an increase in the average balance of interest-bearing liabilities from $49.2 million to $50.0 million. The interest rate spread increased from 3.24% in 2010 to 3.33% in 2011.

        Average Balances and Yields/Rates.    The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Loan fees are included in interest income on loans and are insignificant.

	For the Years Ended September 30,
	2011							2010
(Dollars in thousands)	Average Balance		Interest Earned/ Paid		Yield/ Rate			Average Balance		Interest Earned/ Paid		Yield/ Rate
Interest-earning assets:
Securities(1)	$	7,319	$	277		3.78	%	$	9,058	$	340		3.75	%
Loans, net(2)		45,435		2,451		5.39			45,279		2,572		5.68
Other interest-earning assets(3)		6,145		10		0.16			3,388		4		0.12
Total interest-earning assets		58,899		2,738		4.65			57,725		2,916		5.05
Noninterest earning assets		5,128							4,366
Total assets	$	64,027						$	62,091
Interest-bearing liabilities:
Regular savings accounts	$	8,389		21		0.25		$	7,924		25		0.32
Money market accounts		8,301		66		0.80			8,193		102		1.24
Time deposits		32,317		564		1.75			32,170		737		2.29
Total interest-bearing deposits		49,007		651		1.33			48,287		864		1.79
Federal Home Loan Bank advances		912		9		0.99			902		28		3.10
Total interest-bearing liabilities		49,919		660		1.32			49,189		892		1.81
Demand deposits		8,674							8,110
Other liabilities		379							174
Equity		5,055							4,618
Total liabilities and equity	$	64,027						$	62,091
Net interest income			$	2,078						$	2,024
Interest rate spread						3.33	%						3.24	%
Net yield on earning assets						3.53	%						3.51	%

(1)

Includes Federal Home Loan Bank of Boston stock, deposits with the Cooperative Central Bank, and available-for-sale securities.

(2)

Includes non accruing loan balances and interest received on such loans, and loans held-for-sale.

(3)

Includes short-term investments.

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

	Year Ended September 30, 2011 Compared to Year Ended September 30, 2010
	Increase (Decrease) Due to
							Total Increase (Decrease)
(In thousands)	Volume			Rate
Interest and dividend income:
Securities(1)	$	(66	)	$	3		$	(63	)
Loans, net(2)		9			(130	)		(121	)
Other interest-earning assets(3)		4			2			6
Total interest-earning assets		(53	)		(125	)		(178	)
Interest expense:
Deposits		6			(219	)		(213	)
Federal Home Loan Bank advances		—			(19	)		(19	)
Total interest-bearing liabilities		6			(238	)		(232	)
Net increase (decrease) in interest income	$	(59	)	$	113		$	54

(1)

Includes Federal Home Loan Bank of Boston stock, deposits with the Cooperative Central Bank, and available-for-sale securities.

(2)

Includes non accruing loan balances and interest received on such loans, and loans held-for-sale.

(3)

Includes short-term investments.

        Provision (Benefit) for Loan Losses.    The provision for loan losses decreased by $29,000, from $18,000 in 2010 to ($11,000) in 2011. The benefit in 2011 reflects the combined effect of the decrease in nonaccrual loans and the decrease in the loan portfolio on the calculation of the allowance for loan losses.

        Noninterest Income.    Noninterest income increased by $282,000, from $583,000 in 2010 to $865,000 in 2011 primarily due to an increase in gain on secondary market activities from $255,000 to $525,000. The increase in gain on secondary market activities was primarily due to higher volume. Customer service fees increased from $289,000 to $294,000 primarily due to increased service fees charged to one commercial deposit account relationship. That deposit account relationship accounted for $180,000 of total customer service fees in 2010 and $200,000 of total customer service fees in 2011.

        Noninterest Expense.    Noninterest expense increased by $400,000, from $2.1 million in 2010 to $2.5 million in 2011. Salaries and employee expense increased from $1.1 million to $1.4 million primarily due to primarily due to the hiring of additional employees and normal expense increases. Professional fees increased from $202,000 to $249,000 primarily due to the hiring of a third party compliance consultant in 2011. Data processing expense increased from $174,000 to $188,000 primarily due to processing a higher volume of items and the addition of new customer services, including electronic bill paying. Deposit insurance expense decreased from $100,000 to $67,000 primarily due to an adjustment of the expense accrual to reflect the implementation of a new assessment formula.

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Advertising decreased from $59,000 to $38,000 primarily due to the absence in 2011 of employment advertising expense and a general decrease in advertising. In 2010, we incurred $19,000 in employment advertising expense in an effort to increase staffing to service the then-prevailing high residential mortgage loan refinance volume. Other real estate owned expense increased from $1,000 to $40,000 primarily due to the commercial property foreclosed on in December 2010.

        Income Tax Expense.    Income tax expense decreased by $11,000, from $208,000 in 2010 to $197,000 in 2011 due to lower pre-tax income. The effective tax rate was 39.7% in 2010 and 40.2% in 2011.

Risk Management

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

        Credit Risk Management.    Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. This strategy also emphasizes conservative loan-to-value ratios and guarantees of construction and commercial real estate loans by parties with substantial net worth. We have not offered Alt-A, sub-prime or no-documentation mortgage loans.

        When a borrower fails to make a required loan payment, management takes a number of steps to have the borrower cure the delinquency and restore the loan to current status. Management makes initial contact with the borrower when the loan becomes 15 days past due. If payment is not then received by the 30^th day of delinquency, additional letters and phone calls generally are made, and a plan of collection is pursued for each individual loan. A particular plan of collection may lead to foreclosure, the timing of which depends on the prospects for the borrower bringing the loan current, the financial strength and commitment of any guarantors, the type and value of the collateral securing the loan and other factors. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. We may consider loan workout arrangements with certain borrowers under certain circumstances, as well as the sale of the nonperforming loans.

        Management informs the board of directors on a monthly basis of the amount of loans delinquent more than 30 days. Management also provides detailed reporting of loans greater than 90 days delinquent, all loans in foreclosure and all foreclosed and repossessed property that we own.

        Analysis of Nonperforming and Classified Assets.    We consider repossessed assets and loans that are 90 days or more past due to be non-performing assets. Residential real estate loans are generally placed on nonaccrual status when they become 90 days past due or are in the process of foreclosure, at which time the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against interest revenue. All closed-end consumer loans 90 days or more past due and equity lines in the process of foreclosure are placed on nonaccrual status. Secured consumer loans are written down to realizable value and unsecured consumer loans are charged-off upon reaching 120 or 180 days past due depending on the type of loan. Commercial real estate loans and

57

commercial business loans and leases which are 90 days or more past due are placed on nonaccrual status, unless secured by sufficient cash or other assets immediately convertible to cash. Typically, when a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on loans. A loan can be returned to accrual status when collectability of principal is reasonably assured based on our determination that the event of delinquency was a one-time incidence.

        Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired it is recorded at fair market value at the date of foreclosure. Any holding costs and changes in fair value after acquisition of the property are reflected in income.

        The following table provides information with respect to our nonperforming assets, including debt restructurings, at the dates indicated.

				At September 30,
	At December 31, 2011
(Dollars in thousands)				2011			2010
Nonaccrual loans:
Real estate loans:
Residential	$	—		$	—		$	369
Commercial		—			—			500
Total real estate		—			—			869
Consumer loans		25			25			—
Total		25			25			869
Accruing loans past due 90 days or more		—			—			—
Total nonaccrual loans and accruing loans past due 90 days		25			25			869
Other real estate owned		500			500			—
Total nonperforming assets		525			525			869
Troubled debt restructurings		—			—			—
Troubled debt restructurings and total nonperforming assets	$	525		$	525		$	869
Total nonperforming loans to total loans(1)		0.06	%		0.06	%		1.98	%
Total nonperforming loans to total assets		0.04	%		0.04	%		1.35	%
Total nonperforming assets and troubled debt restructurings to total assets		0.76	%		0.79	%		1.35	%

(1)

Loans are presented before allowance for loan losses, but include deferred loan costs/fees.

        Interest income that would have been recorded for the three months ended December 31, 2011 had nonaccruing loans been current according to their original terms, was immaterial. Interest income that would have been recorded for the year ended September 30, 2011 had nonaccrual loans been current according to their original terms amounted to $2,000. No income related to nonaccrual loans was included in interest income for either the three months ended December 31, 2011 or the year ended September 30, 2011.

        Other real estate owned at both December 31, 2011 and September 31, 2011 consisted of a single property, a one-unit commercial building in our primary market area, acquired through foreclosure in December 2010. The most recent independent property appraisal, performed in July 2011, indicates a fair market value of $550,000. The property was up for sale at December 31, 2011.

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        Federal regulations require us to review and classify assets on a regular basis. In addition, the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks have the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. "Substandard assets" must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. "Doubtful assets" have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified as "loss" is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. When management classifies an asset as substandard or doubtful, a specific allowance for loan losses may be established. If management classifies an asset as loss, an amount equal to 100% of the portion of the asset classified loss is charged to the allowance for loan losses. The regulations also provide for a "special mention" category, described as assets that do not currently expose Meetinghouse Bank to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving Meetinghouse Bank's close attention. Meetinghouse Bank also utilizes an eight grade internal loan rating system for commercial real estate, construction and commercial loans. See note 4 to the notes to the consolidated financial statements.

        The following table shows the aggregate amounts of our classified assets at the dates indicated.

			At September 30,
	At December 31, 2011
(In thousands)			2011		2010
Special mention assets	$	1,791	$	2,728	$	2,852
Substandard assets		882		647		—
Doubtful assets		—		—		—
Loss assets		—		—		—
Total	$	2,673	$	3,375	$	2,852

        See note 4 to the notes to the consolidated financial statements for further information regarding our classified assets at December 31, 2011 and September 30, 2011.

        Other than as disclosed in the above tables, there are no other loans where management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.

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        Delinquencies.    The following table provides information about delinquencies in our portfolio at the dates indicated.

	At December 31, 2011
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due
Real estate loans:
Residential	$	211	$	—	$	—
Total real estate		211		—		—
Consumer loans		39		47		2
Total	$	250	$	47	$	2

	At September 30,
	2011						2010
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due
Real estate loans:
Residential	$	267	$	—	$	—	$	—	$	—	$	369
Commercial		—		—		—		—		—		500
Total real estate		267		—		—		—		—		869
Consumer loans		308		—		25		5		—		—
Total	$	575	$	—	$	25	$	5	$	—	$	869

        Analysis and Determination of the Allowance for Loan Losses.    The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a regular basis and is based upon our periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. When additional allowances are necessary, a provision for loan losses is charged to earnings.

        Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) an allocated component related to impaired loans, and (2) a general component related to the remainder of the loan portfolio. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio.

        Allowance on Impaired Loans.    The allocated component of the allowance for loan losses relates to loans that are individually evaluated and determined to be impaired. The allowance for each impaired loan is determined by either the present value of expected future cash flows or, if the loan is collateral dependent, by the fair value of the collateral less estimated costs to sell. We identify a loan as impaired when, based upon current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Management evaluates loans other than homogeneous loans for impairment. If a loan is determined to be impaired, an individual loss assessment is performed to determine the probability of a loss and, if applicable, the estimated measurement of the loss. Homogeneous loans are generally excluded from an individual impairment analysis and are collectively evaluated by management to estimate losses inherent in those loans. However, certain homogeneous loans will be individually evaluated for impairment when they reach nonperforming status or become subject to a restructuring agreement. Homogeneous loans are loans originated with similar terms and risk characteristics.

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Homogeneous loans include, but are not limited to, residential real estate loans and consumer installment loans.

        Allowance on the Remainder of the Loan Portfolio.    The general component of the allowance for loan losses relates to loans that are not determined to be impaired. Management determines the appropriate loss factor for each group of loans with similar risk characteristics within the portfolio based on loss experience and qualitative and environmental factors for loans in each group. Loan categories will represent groups of loans with similar risk characteristics and may include types of loans categorized by product, large credit exposures, concentrations, loan grade, or any other characteristic that causes a loan's risk profile to be similar to another. We consider qualitative or environmental factors that are likely to cause estimated credit losses associated with our existing portfolio to differ from historical loss experience including changes in lending policies and procedures; changes in the nature and volume of the loan portfolio; changes in experience, ability and depth of loan management; changes in the volume and severity of past due loans, nonaccrual loans and adversely graded or classified loans; changes in the quality of the loan review system; changes in the value of underlying collateral for collateral dependent loans; the existence of or changes in concentrations of credit; changes in economic or business conditions; and the effect of competition, legal and regulatory requirements on estimated credit losses. Our qualitative and environmental factors are reviewed on a quarterly basis and our historical loss experience is reviewed quarterly to ensure they reflect current conditions in our loan portfolio and the economy.

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

	At December 31, 2011
(Dollar amounts in thousands)	Amount		% of Allowance Amount to Total Allowance			% of Loans in Category to Total Loans
Real estate loans
Residential	$	158		47.88	%		65.06	%
Commercial		82		24.85			15.42
Construction		13		3.94			3.01
Multi-family		9		2.73			2.20
Total real estate		262		79.40			85.69
Commercial loans		17		5.15			1.99
Consumer loans		51		15.45			12.32
Total allowance for loan losses	$	330		100.00	%		100.00	%

	At September 30,
	2011								2010
(Dollar amounts in thousands)	Amount		% of Allowance Amount to Total Allowance			% of Loans in Category to Total Loans			Amount		% of Allowance Amount to Total Allowance			% of Loans in Category to Total Loans
Real estate loans
Residential	$	161		51.11	%		65.44	%	$	191		58.59	%		66.87	%
Commercial		65		20.63			15.38			68		20.86			15.48
Construction		9		2.86			2.13			7		2.15			1.67
Multi-family		9		2.86			2.18			9		2.76			2.17
Total real estate		244		77.46			85.13			275		84.36			86.19
Commercial loans		19		6.03			2.17			16		4.91			1.82
Consumer loans		52		16.51			12.70			35		10.73			11.99
Total allowance for loan losses	$	315		100.00	%		100.00	%	$	326		100.00	%		100.00	%

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

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

	For the Three Months Ended December 31,					Years Ended September 30,
(Dollars in thousands)	2011		2010			2011			2010
Allowance at beginning of period	$	315	$	326		$	326		$	308
Provision (benefit) for loan losses		15		(12	)		(11	)		18
Charge-offs		—		—			—			—
Recoveries		—		—			—			—
Net charge-offs (recoveries)		—		—			—			—
Allowance at end of period	$	330	$	314		$	315		$	326

Allowance for loan losses as a percent of non-performing loans	1,375.00	%	85.09	%	1,260.00	%	37.51	%
Allowance for loan losses as a percent of total loans	0.78		0.68		0.74		0.74
Net charge-offs (recoveries) to average loans outstanding during the period	—		—		—		—

        Interest Rate Risk Management.    We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes originating adjustable-rate loans for retention in our loan portfolio, selling in the secondary market substantially all newly originated conforming fixed rate residential mortgage loans, promoting core deposit products and short-term time deposits, adjusting the maturities of borrowings and adjusting the investment portfolio mix and duration. We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

        The board of directors monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

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

        Interest Rate Risk Analysis.    We analyze our interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income and equity simulations. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are "interest sensitive." An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period.

        Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income and the present value of our equity. Interest income and equity simulations are completed quarterly and presented to the Asset/Liability Committee. The simulations provide an estimate of the impact of changes in interest rates on net interest income and the present value of our equity under a range of assumptions. The numerous assumptions used in the simulation

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process are reviewed by the board of directors on a quarterly basis. Changes to these assumptions can significantly affect the results of the simulation. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates. The simulation analysis incorporates management's current assessment of the risk that pricing margins will change adversely over time due to competition or other factors.

        Simulation analysis is only an estimate of our interest rate risk exposure at a particular point in time. We continually review the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

        The table below sets forth an approximation of our exposure as a percentage of estimated net interest income for the next 12 month period using net interest income simulations. The simulations use projected repricing of assets and liabilities at December 31, 2011 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rates can have a significant impact on the simulations. Because of the large percentage of loans we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our asset sensitivity would be reduced if prepayments slow and would increase if prepayments accelerated. While we believe such assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

        The following table reflects changes in estimated net interest income for Meetinghouse Bank at December 31, 2011.

	Net Interest Income
Basis Point ("bp") Change in Rates	Amount		Change			% Change
	(Dollars in thousands)
300	$	2,519	$	325			14.82	%
200		2,404		210			9.57
100		2,301		107			4.88
0		2,194		—			—
(100)		1,871		(323	)		(14.71	)

        Liquidity Management.    Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities, borrowings from the Federal Home Loan Bank of Boston and securities sold under agreements to repurchase. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.

        Management regularly adjusts our investments in liquid assets based upon an assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our interest-rate risk and investment policies.

        Our most liquid assets are cash and cash equivalents, interest-bearing deposits in other banks, and corporate bonds. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At December 31, 2011, cash and cash equivalents totaled $13.0 million. Securities classified as available-for-sale, whose aggregate market value exceeded cost, provide additional sources of liquidity and had a market value of $5.6 million at December 31, 2011. In addition, at December 31, 2011, we had the ability to borrow a total of approximately $14.9 million from the Federal Home Loan Bank of Boston. At December 31, 2011, we had no borrowings

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outstanding. In addition, at December 31, 2011, we had the ability to borrow $3.2 million from the Co-operative Central Bank, none of which was outstanding at that date.

        In addition, we have a $400,000 line of credit available to us from Bankers' Bank Northeast. At December 31, 2011, we had no borrowings outstanding under this credit facility.

        At December 31, 2011, we had $1.6 million in loan commitments outstanding, which consisted of available lines of credit and unadvanced funds on construction loans. Certificates of deposit due within one year after December 31, 2011 totaled $28.6 million, or 80.8% of certificates of deposit. If these maturing deposits are not renewed, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit. Management believes, however, based on past experience that a significant portion of our certificates of deposit will be renewed. We have the ability to attract and retain deposits by adjusting the interest rates offered.

        We had no contractual obligations outstanding as of December 31, 2011 and September 30, 2011.

Financing and Investing Activities

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

				Years Ended September 30,
	Three Months Ended December 31, 2011
(In thousands)				2011			2010
Investing activities:
Loan originations (principal payments), net	$	(518	)	$	(684	)	$	1,277
Proceeds from calls, maturities and principal repayments of securities available-for-sale		416			1,892			2,347
Proceeds from sales of securities available-for-sale		—			—			—
Purchases of securities available-for-sale		—			883			1,165
Financing activities:
Increase in deposits		2,479			2,810			2,987
Decrease in long-term debt, net		—			217			2,251
Increase (decrease) in short-term borrowings		—			(1,085	)		1,085

        Capital Management.    We are subject to various regulatory capital requirements administered by the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2011, we exceeded all of our regulatory capital requirements to be considered "well capitalized" under regulatory guidelines. See "Regulation and Supervision—Federal Regulations—Capital Requirements," "Regulatory Capital Compliance" and note 12 of the notes to consolidated financial statements.

        The stock offering is expected to increase our consolidated equity by $4.3 million, to $9.5 million at the maximum of the offering range. See "Capitalization." Following completion of this offering, we also will manage our capital for maximum stockholder benefit. The capital from the offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations will be enhanced by the

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capital from the offering, resulting in increased interest-earning assets and net income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. Following the offering, we may use capital management tools such as cash dividends and common share repurchases. However, under Federal Deposit Insurance Corporation regulations, we will not be allowed to repurchase any shares during the first year following the offering, except that stock repurchases of no greater than 5% of outstanding capital stock may be made during this one-year period where compelling and valid business reasons are established to the satisfaction of the Federal Deposit Insurance Corporation.

        Off-Balance Sheet Arrangements.    In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit. For information about our loan commitments and unused lines of credit, see note 9 of the notes to consolidated financial statements.

        For the three months ended December 31, 2011 and years ended September 30, 2011 and 2010, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Impact of Recent Accounting Pronouncements

        For a discussion of the impact of recent accounting pronouncements, see note 2 of the notes to consolidated financial statements included in this prospectus.

Effect of Inflation and Changing Prices

        The consolidated financial statements and related financial data presented in this prospectus have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs and the effect that general inflation may have on both short-term and long-term interest rates. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than do general levels of inflation. Although inflation expectations do affect interest rates, interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Our Management

Board of Directors

        The board of directors of Meetinghouse Bancorp and Meetinghouse Bank are each comprised of eight persons who are elected for terms of three years, approximately one-third of whom are elected annually. The same individuals comprise both boards of directors.

        All of our directors are independent under the current listing standards of the Nasdaq Stock Market, except for Anthony A. Paciulli, who serves as our President and Chief Executive Officer. Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of December 31, 2011. The starting year of service as director relates to service on the board of directors of Meetinghouse Bank. Based on their respective experiences, qualifications, attributes and skills set forth below, the board of directors determined that each current director should serve as a director.

The following directors have terms ending in 2012:

William J. Fitzgerald is a Managing Director and Chief Financial Officer of General Catalyst Partners, a venture capital firm, located in Cambridge, Massachusetts. Age 53. Director since 1992.

        Mr. Fitzgerald's background offers the board of directors substantial small company experience, and provides the board with valuable insight regarding the business and consumer environment. In addition, Mr. Fitzgerald offers the board significant business experience from a setting outside of the financial services industry.

Richard Ng is a medical doctor and the Medical Director of Professionals, Inc. in Worcester, Massachusetts. Dr. Ng's practice focuses on in internal medicine. Age 53. Director since 1995.

        Dr. Ng has lived in Meetinghouse Bank's primary market area for many years and has developed extensive ties to the market area. Additionally, through Dr. Ng's involvement in the community he provides the board of directors with numerous opportunities to continue to serve the local community.

The following directors have terms ending in 2013:

Barry T. Hannon retired in 2010 as an attorney. Mr. Hannon was a sole practioner specializing in real estate law and family law. Age 76. Director since 1986.

        As a retired attorney, Mr. Hannon provides the board of directors with important knowledge and insight necessary to assess the legal issues inherent to the business of Meetinghouse Bank.

Paul G. Hughes retired in 1996 from Brown Brothers Harriman & Co., a privately-held financial institution providing individuals and corporations with expertise in corporate banking, mergers and acquisitions advisory, investment management, wealth management, and investor relations. Age 72. Director since 1983.

        Mr. Hughes' financial institutions industry background provides the board of directors with substantial management and leadership experience.

Anthony A. Paciulli has served as the President and Chief Executive Officer of Meetinghouse Bank since March 2004. Mr. Paciulli previously served as a Managing Director of Rockland Trust Company in Rockland, Massachusetts from 2001 to 2004. Before joining Rockland Trust Company, Mr. Paciulli served as the Senior Lending Officer at Abington Bank in Abington, Massachusetts. Age 62. Director since 2006.

        Mr. Paciulli's extensive knowledge of Meetinghouse Bank's operations, along with his former experience in the banking industry and involvement in business and civic organizations in the

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communities that we serve, affords the board of directors with valuable insight regarding the business and operations of Meetinghouse Bank. Mr. Paciulli's knowledge of all aspects of our business, combined with his success and strategic vision, position him well to continue to serve as our President and Chief Executive Officer.

The following directors have terms ending in 2014:

Daniel T. Flatley is the Clerk of Meetinghouse Bank and a Vice President at The Flatley Company in Braintree, Massachusetts. The Flatley Company is one of the largest commercial real estate development companies in the Northeast. Age 53. Director since 1992.

        Mr. Flatley's background offers the board of directors substantial commercial, construction and development experience, specifically within the region in which Meetinghouse Bank conducts its business, and provides the board of directors with valuable insight regarding the local business and consumer environment. In addition, Mr. Flatley's background provides the board of directors with critical experience in certain real estate matters, which are essential to the business of Meetinghouse Bank.

Ralph Gordon is a retired attorney and the Chairman of the Board of Meetinghouse Bank. Mr. Gordon has over 50 years of legal experience in and around the market area of Meetinghouse Bank. Age 81. Director since 1969.

        Mr. Gordon, being affiliated with Meetinghouse Bank for over 40 years, brings in-depth knowledge and understanding of Meetinghouse Bank's history, operations and customer base. In addition, Mr. Gordon has been a resident of Meetinghouse Bank's market area for many years and is an active member of the community.

Richard W. Shea is a dentist specializing in general dentistry in West Roxbury, Massachusetts. Mr. Shea is also a professor at Tufts University School of Dental Medicine. Age 49. Director since 1995.

        Mr. Shea has strong ties to the community through his dental practice and provides the board of directors with opportunities to continue to serve the local community. He also is a strong advocate of Meetinghouse Bank through his civic and community involvement.

Executive Officers

        The executive officers of Meetinghouse Bancorp, Inc. and Meetinghouse Bank are elected annually by the board of directors and serve at the board's discretion. The executive officers of Meetinghouse Bancorp and Meetinghouse Bank are:

Name	Position
Anthony A. Paciulli	President and Chief Executive Officer of both Meetinghouse Bank and Meetinghouse Bancorp
Wayne Gove	Chief Financial Officer, Senior Vice President and Chief Compliance Officer of Meetinghouse Bank; Treasurer and Chief Financial Officer of Meetinghouse Bancorp
Steven K. Borgerson	Vice President and Lending Officer of Meetinghouse Bank
Daniel T. Flatley	Clerk of Meetinghouse Bank and Corporate Secretary of Meetinghouse Bancorp

        Below is information regarding our executive officers who are not also directors. Ages presented are as of December 31, 2011.

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Wayne Gove has served as the Chief Financial Officer and Chief Compliance Officer of Meetinghouse Bank since December 2010 and has served as Senior Vice President since January 2012. Before joining Meetinghouse Bank, he served as Senior Vice President and Treasurer of Mt. Washington Bank, a Division of East Boston Savings Bank, in South Boston, Massachusetts from May 2008 to December 2010. Before joining Mt. Washington Bank in May 2008, he served as President of Roxbury Highland Cooperative Bank in Jamaica Plain, Massachusetts. Age 57.

Steven K. Borgerson has served as Vice President and Lending Officer of Meetinghouse Bank since October 2011. Before joining Meetinghouse Bank, he served as Vice President and Regional Sales Manager of Rockland Trust Company in Rockland, Massachusetts. Age 48.

Board Leadership Structure and Board's Role in Risk Oversight

        The board of directors of Meetinghouse Bancorp has determined that the separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of the Chairman of the Board and President and Chief Executive Officer allows the President and Chief Executive Officer to better focus on his growing responsibilities of managing the daily operations of Meetinghouse Bancorp and Meetinghouse Bank, while allowing the Chairman of the Board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Ralph Gordon serves as Chairman of the Board of Directors. Mr. Gordon is independent under the listing requirements of the NASDAQ Global Market.

        To further strengthen the regular oversight of the full board, various committees of Meetinghouse Bancorp's board of directors are comprised of independent directors. The Compensation Committee of the board of Meetinghouse Bancorp consists solely of independent directors. The Compensation Committee reviews and evaluates the performance of all executive officers of Meetinghouse Bancorp, including the Chief Executive Officer and reports to the board of directors. In addition, the Audit Committee, which is comprised solely of independent directors, oversees Meetinghouse Bancorp's financial practices, regulatory compliance, accounting procedures and financial reporting functions.

        Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks Meetinghouse 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 satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Senior management also attends board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters.

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Executive Compensation

        Summary Compensation Table.    The following information is furnished for the principal executive officer of Meetinghouse Bank. No other executive officer received total compensation for the year ended September 30, 2011 of more than $100,000. Mr. Paciulli is sometimes referred to in this prospectus as the "named executive officer."

Name and Principal Position	Year		Salary		Bonus		All Other Compensation			Total
Anthony A. Paciulli		2011	$	180,000	$	60,000	$	17,000	(1)	$	257,000
President and Chief Executive Officer

(1)

Consists of employer contributions to the 401(k) plan ($9,000) and the value of the use of a Bank-owned automobile ($8,000).

Employment Agreements and Severance Arrangements

        Proposed Employment Agreements.    Meetinghouse Bank does not currently maintain employment agreements with any of its employees. Upon completion of the conversion, Meetinghouse Bancorp and Meetinghouse Bank intend to enter into a three-year employment agreement with Anthony A. Paciulli, our President and Chief Executive Officer. Our continued success depends to a significant degree on the skills and competence of Mr. Paciulli and the employment agreement is intended to ensure that we maintain a stable management base following the conversion and offering.

        The employment agreement will provide for a three-year term, subject to annual renewal by the boards of directors for an additional year beyond the then-current expiration date. The initial base salary under the employment agreement will be $193,000. The agreement will also provide for participation in employee benefit plans and programs maintained for the benefit of employees and senior management personnel, including incentive compensation, health and welfare benefits, retirement benefits and certain fringe benefits as described in the agreements, as well as the use of a bank-owned automobile by Mr. Paciulli.

        Upon termination of Mr. Paciulli's employment for "cause," as defined in the agreement, he will receive no further compensation or benefits under the agreement. If we terminate Mr. Paciulli for reasons other than cause, or if he resigns after the occurrence of specified circumstances that constitute constructive termination, referred to in the agreement as a termination for "good reason," he will continue to receive a severance benefit equal to the sum of (i) one year's base salary, plus (ii) the amount of any bonus paid to him during the twelve-month period prior to the date of his termination of employment. In addition, he will receive continued health and life insurance coverage for the remaining unexpired term of the agreement. Under the agreement, Mr. Paciulli will have good reason to terminate his employment if we (i) materially reduce his base salary (other than as part of an overall restructuring of employee compensation), (ii) materially change his position, authority and responsibilities or (iii) we materially breach the agreement.

        Under the employment agreement, if, in connection with or following a change in control (as described in the agreements), we terminate Mr. Paciulli without cause or if he terminates employment voluntarily under certain circumstances that would constitute good reason under the agreement or if he voluntarily terminates employment for any reason within the sixty-day period following the change in control, he will receive a severance payment equal to 3.0 times his base salary then in effect and average bonus paid during the three years prior to the change in control. In addition, he will receive continued coverage under our health and life insurance programs for 36 months. If at the time of a change in control the remaining term of agreement is less than one year, then the term will automatically extend for a period of one year after the date of the change in control.

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        Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times the individual's base amount are deemed to be "excess parachute payments" if they are contingent upon a change in control. Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and we would not be entitled to deduct such amount. The employment agreement will provide for the reduction of change in control payments to Mr. Paciulli to the extent necessary to ensure that he will not receive "excess parachute payments."

        Upon a voluntary termination or a termination of employment with or without cause or for good reason, Mr. Pacuilli will be required to adhere to a one-year non-competition restriction. The non-competition obligations are waived in the event of a change in control, unless Mr. Paciulli voluntarily terminates employment other than for good reason within sixty days of the change in control.

        Proposed Change in Control Agreements.    Meetinghouse Bank does not currently maintain change in control employment agreements with any of its employees. Upon completion of the conversion, Meetinghouse Bank intends to enter into a two-year change in control agreement with Wayne Gove, Meetinghouse Bank's Chief Financial Officer, and Steven K. Borgerson, Meetinghouse Bank's Vice President and Lending Officer. Under the change in control agreements, if we terminate either of the executive's employment for any reason other than cause (as defined in the agreements) or if the executive terminates his employment for "good reason," in either case in connection with or within one year of a change in control and the executive is not offered a comparable position with our successor, we will pay him a lump sum cash payment equal to two times his base salary then in effect. In addition, he will receive continued coverage under our health and life insurance programs for 24 months. Under each of the agreements, the executive generally has the ability to terminate his employment for "good reason" if we (i) materially reduce his base salary, (ii) materially reduce his authority, duties or responsibilities, (iii) materially reduce the authority, duties or responsibilities of the person to whom he reports, or (iv) relocate his office more than 25 miles. The change in control agreement provides that, if necessary, the payments under the agreement will be reduced so that none of the payments constitute excess parachute payments for purposes of Section 280G of the Code.

        Employee Severance Compensation Plan.    In connection with the conversion, we expect to adopt an employee severance plan to provide benefits to eligible employees who terminate employment in connection with or following a change in control. Employees will become eligible for severance benefits under the plan if they complete a minimum of one year of service and are not subject to a separate employment or change in control agreement. Under the severance plan, if, within twelve months after a change in control, an employee's employment involuntarily terminates, or if an employee voluntarily terminates employment without being offered continued employment in a comparable position (as defined in the plan), the former employee would receive a severance payment equal to two week's of base compensation for each year of service up to a maximum of 52 week's of base compensation and with a minimum of four week's base compensation. Any eligible employee would receive a severance benefit equal to 52 week's base compensation, regardless of the employee's years of service.

Benefit Plans

        401(k) Profit Sharing Plan.    We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement (the "401(k) Plan") for the benefit of eligible employees of Meetinghouse Bank. Employees become eligible to participate in the 401(k) Plan after they reach age 21 and complete 6 months of service in which they work at least 500 hours. Eligible employees begin participating in the 401(k) Plan at the beginning of the calendar month following the time they meet the eligibility requirements. Participants may make elective deferrals of compensation under the 401(k) Plan on a pre- or post-tax basis of up to 75% of their compensation, subject to limitations imposed by the Internal Revenue Code. For 2012, the pre-tax deferral contribution limit is $17,000; provided, however,

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that participants over age 50 may make additional elective contributions of up to $5,500 to the 401(k) Plan. Participants are always 100% vested in their elective deferral contributions. In addition to participants making elective deferral contributions under the 401(k) Plan, we currently make matching contributions at a level of 100% of the participant's contributions up to the first 5% of the participant's compensation. Participants fully vest in the employer matching contributions after six years of service. Participants may elect to invest their account balances under the 401(k) Plan in a number of investments.

        Employee Stock Ownership Plan.    In connection with the offering, Meetinghouse Bank intends to adopt a tax-qualified employee stock ownership plan ("ESOP) for the benefit of eligible employees. Employees will become eligible to participate in the ESOP after they have reached age 21 and complete one year of service in which they work at least 1,000 hours. Eligible employees will begin participating in the ESOP on the first day of the calendar month following the time they meet the eligibility requirements. Participants will fully vest in the accounts under the ESOP after six years of service. Participants will also become fully vested in their accounts upon age 65, death or disability, a change in control, or termination of the plan. For eligibility and vesting purposes, all eligible employees will be given credit for prior service worked from their date of hire.

        We expect to engage a third party trustee to purchase, on behalf of the ESOP, 8% of the sum of the shares of Meetinghouse Bancorp common stock sold in the offering (34,000, 40,000, 46,000 and 52,900 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). We intend that the ESOP will fund its stock purchase through a loan from Meetinghouse Bancorp equal to 100% of the aggregate purchase price of the common stock. The ESOP trustee will repay the loan principally through Meetinghouse Bank's contributions to the ESOP and, possibly, dividends paid on common stock held by the plan over a 7-year loan term. The fixed interest rate for the ESOP will be the prime rate as of the date of closing. See "Pro Forma Data."

        The trustee will hold the shares purchased in a loan suspense account and will release the shares from the suspense account on a pro rata basis as it repays the loan. The trustee will allocate the shares released among active participants on the basis of each active participant's proportional share of compensation for the plan year. Generally, participants will receive distributions from the ESOP upon separation from service. The plan will reallocate any unvested shares of common stock forfeited by participants upon their separation from service among the remaining participants in the plan.

        Participants may direct the plan trustee how to vote the shares of common stock credited to their accounts. The plan trustee will vote all unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as it votes those shares for which participants provide instructions, subject to fulfillment of its fiduciary responsibilities as trustee.

        Under applicable accounting requirements, Meetinghouse Bank will record a compensation expense for a leveraged employee stock ownership plan at the fair market value of the shares when they are committed to be released from the suspense account to participants' accounts under the plan.

Equity Incentive Plan

        Following the conversion, Meetinghouse Bancorp intends to adopt an equity incentive plan that will provide for grants of stock options, restricted stock and related forms of equity-based compensation. In accordance with applicable regulations, Meetinghouse Bancorp anticipates that the plan, if adopted within the first year after the offering, will authorize a number of stock options equal to 10% of the shares sold in the offering and a number of shares of restricted stock equal to 4% of the shares sold in the offering. Therefore, the number of shares reserved under the plan, if adopted within that one-year period, would range from 17,000 shares, assuming 425,000 shares are sold in the offering at the minimum of the offering range, to 23,000 shares, assuming 575,000 shares are sold in the offering at the maximum of the offering range. If Meetinghouse Bancorp adopts the equity incentive

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plan more than one year after completion of the offering, Meetinghouse Bancorp would not be subject to certain government regulations limiting the number of awards it may reserve or grant under the plan. However, if Meetinghouse Bancorp adopts the equity incentive plan within three years of the completion of the offering, the plan may be subject to other applicable regulatory requirements. Meetinghouse Bancorp may fund the plan with shares it purchases in the open market or with authorized, but unissued shares, of common stock. Meetinghouse Bancorp may also establish a trust to hold shares subject to the terms of the plan. In determining the source of shares transferred to participants of the plan, Meetinghouse Bancorp will consider our financial condition and results of operations, capital requirements, economic conditions and whether sufficient shares are available for purchase in the open market. The equity incentive plan will comply with all applicable regulatory requirements except to the extent waived by any applicable regulatory agency.

Director Compensation

        The following table sets forth the compensation received by the individuals who served as nonemployee directors of Meetinghouse Bank during the year ended September 30, 2011.

	Fees Earned or Paid in Cash		All Other Compensation		Total
William J. Fitzgerald	$	7,800	$	—	$	7,800
Daniel T. Flatley		7,800		—		7,800
Ralph Gordon		10,500		—		10,500
Barry T. Hannon		7,800		—		7,800
Paul G. Hughes		7,800		—		7,800
Richard Ng		7,800		—		7,800
Richard W. Shea		7,800		—		7,800

        Retainer and Meeting Fees For Directors.    The following table sets forth the applicable retainers and fees that will be paid to our directors for their service on the board of directors of Meetinghouse Bank for the year ending September 30, 2012.

Monthly fee for Chairman of the Board	$	875
Monthly fee for all other board members		650

        Following completion of the conversion Meetinghouse Bancorp intends to pay each of its directors an annual retainer of $ [                        ].

Transactions with Related Persons

        Loans and Extensions of Credit.    The Sarbanes-Oxley Act of 2002 generally prohibits loans by Meetinghouse Bancorp to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Meetinghouse Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations generally require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features, although federal regulations allow us to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees that does not give preference to any executive officer or director over any other employee.

        In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater

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of $25,000 or 5% of Meetinghouse Bank's capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the board of directors. See "Regulation and Supervision—Regulation of Federal Savings Banks—Transactions with Related Parties."

        The outstanding balance of loans extended by Meetinghouse Bank to its executive officers and directors and related parties was $203,000 at December 31, 2011, or approximately 2.3% of pro forma shareholders' equity assuming that 500,000 shares are sold in the offering at the midpoint of the offering range. Such loan was made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Meetinghouse Bank, and did not involve more than the normal risk of collectability or present other unfavorable features when made. The loan was performing according to its original terms at December 31, 2011.

        Other Transactions.    Since the beginning of our last fiscal year, there have been no transactions and there are no currently proposed transactions in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of our executive officers and directors had or will have a direct or indirect material interest.

Indemnification for Directors and Officers

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

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Subscriptions by Executive Officers and Directors

        The following table presents certain information as to the approximate purchases of common stock by our directors and executive officers, including their associates, if any, as defined by applicable regulations. No individual has entered into a binding agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. Directors and executive officers and their associates may not purchase more than 30% of the shares sold in the offering. Like all of our depositors, our directors and officers have subscription rights based on their deposits. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories.

	Proposed Purchases of Stock in the Offering
Name	Number of Shares		Dollar Amount		Percent of Common Stock Outstanding at Midpoint of Offering Range
Directors:
William J. Fitzgerald		10,000	$	100,000		2.0	%
Daniel T. Flatley		10,000		100,000		2.0
Ralph Gordon		10,000		100,000		2.0
Barry T. Hannon		10,000		100,000		2.0
Paul G. Hughes		25,000		250,000		5.0
Richard Ng		2,500		25,000		*
Anthony A. Paciulli		15,500		155,000		3.1
Richard W. Shea		15,000		150,000		3.0
Executive Officers Who Are Not Directors:
Wayne Gove		1,000		10,000		*
Steven K. Borgerson		5,000		50,000		1.0
All directors and executive officers as a group (10 persons)		104,000	$	1,040,000		20.8	%

*

Less than 1.0%.

Regulation and Supervision

General

        Meetinghouse Bank is a Massachusetts-chartered cooperative bank and will be the wholly-owned subsidiary of Meetinghouse Bancorp, a Maryland corporation, which will be a registered bank holding company. Meetinghouse Bank's deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation and by the Share Insurance Fund of the Co-Operative Central Bank for amounts in excess of the Federal Deposit Insurance Corporation insurance limits. Meetinghouse Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering agency, and by the Federal Deposit Insurance Corporation, its primary federal regulator and deposit insurer. Meetinghouse Bank is required to file reports with, and is periodically examined by, the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks concerning its activities and financial condition and must obtain regulatory approvals before entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. As a registered bank holding company, Meetinghouse Bancorp will be regulated by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board").

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        The regulatory and supervisory structure establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of depositors and, for purposes of the Federal Deposit Insurance Corporation, the deposit insurance fund, rather than for the protection of stockholders and creditors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies concerning the establishment of deposit insurance assessment fees, classification of assets and establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the Massachusetts legislature, the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Board or Congress, could have a material adverse impact on the financial condition and results of operations of Meetinghouse Bancorp and Meetinghouse Bank. As is further described below, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), has significantly changed the current bank regulatory structure and may affect the lending, investment and general operating activities of depository institutions and their holding companies.

        Set forth below is a summary of certain material statutory and regulatory requirements applicable to Meetinghouse Bancorp and Meetinghouse Bank. The summary is not intended to be a complete description of such statutes and regulations and their effects on Meetinghouse Bancorp and Meetinghouse Bank.

The Dodd-Frank Act

        The Dodd-Frank Act has significantly changed the current bank regulatory structure and will affect into the immediate future the lending and investment activities and general operations of depository institutions and their holding companies.

        The Dodd-Frank Act requires the Federal Reserve Board to establish minimum consolidated capital requirements for bank holding companies that are as stringent as those required for insured depository institutions; the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. In addition, the proceeds of trust preferred securities are excluded from Tier 1 capital unless (i) such securities are issued by bank holding companies with assets of less than $500 million or (ii) such securities were issued before May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements by December 31, 2011. These new leverage and risk-based capital requirements must take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

        The Dodd-Frank Act also creates a new Consumer Financial Protection Bureau with extensive powers to implement and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rulemaking authority for a wide range of consumer protection laws that apply to all banks and savings associations, among other things, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings associations with more than $10 billion in assets. Banks and savings associations with $10 billion or less in assets will continue to be examined for compliance with federal consumer protection and fair lending laws by their applicable primary federal bank regulators. The Dodd-Frank Act also weakens the federal preemption available for national banks and federal savings associations and gives state attorneys general certain authority to enforce applicable federal consumer protection laws.

        The Dodd-Frank Act made many other changes in banking regulation. Those include authorizing depository institutions, for the first time, to pay interest on business checking accounts, requiring originators of securitized loans to retain a percentage of the risk for transferred loans, establishing

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regulatory rate-setting for certain debit card interchange fees and establishing a number of reforms for mortgage originations.

        The Dodd Frank Act also broadened the base for Federal Deposit Insurance Corporation insurance assessments. The Federal Deposit Insurance Corporation was required to promulgate rules revising its assessment system so that it is based on the average consolidated total assets less tangible equity capital of an insured institution instead of deposits. That rule took effect April 1, 2011. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008 and provided for noninterest bearing transaction accounts with unlimited deposit insurance through December 31, 2012.

        The Dodd-Frank Act increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called "golden parachute" payments, and by authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate and solicit votes for their own candidates using a company's proxy materials. The legislation also directed the Federal Reserve Board to promulgate rules prohibiting excessive incentive compensation paid to bank holding company executives, regardless of whether the company is publicly traded.

        Many of the provisions of the Dodd-Frank Act are not yet effective, and the Dodd-Frank Act requires various federal agencies to promulgate numerous and extensive implementing regulations over the next several years. It is therefore difficult to predict at this time what impact the Dodd-Frank Act and implementing regulations will have on community banks such as Meetinghouse Bank. Although the substance and scope of many of these regulations cannot be determined at this time, it is expected that the legislation and implementing regulations, particularly those provisions relating to the new Consumer Financial Protection Bureau, may increase our operating and compliance costs.

Massachusetts Banking Laws and Supervision

        General.    As a Massachusetts-chartered cooperative bank, Meetinghouse Bank is subject to supervision, regulation and examination by the Massachusetts Commissioner of Banks and to various Massachusetts statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings and payment of dividends. In addition, Meetinghouse Bank is subject to Massachusetts consumer protection and civil rights laws and regulations. The approval of the Massachusetts Commissioner of Banks or the Massachusetts Board of Bank Incorporation is required for a Massachusetts-chartered bank to establish or close branches, merge with other financial institutions, issue stock and undertake certain other activities.

        Massachusetts regulations generally allow Massachusetts banks, with appropriate regulatory approvals, to engage in activities permissible for federally chartered banks or banks chartered by another state. The Commissioner also has adopted procedures reducing regulatory burdens and expense and expediting branching by well-capitalized and well-managed banks.

        Dividends.    A Massachusetts stock bank may declare cash dividends from net profits not more frequently than quarterly. Noncash dividends may be declared at any time. No dividends may be declared, credited or paid if the bank's capital stock is impaired. The approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years. Dividends from Meetinghouse Bancorp may depend, in part, upon receipt of dividends from Meetinghouse Bank. The payment of dividends from Meetinghouse Bank would be restricted by federal law if the payment of such dividends resulted in Meetinghouse Bank failing to meet regulatory capital requirements.

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        Loans to One Borrower Limitations.    Massachusetts banking law grants broad lending authority. However, with certain limited exceptions, total obligations to one borrower may not exceed 20% of the total of the bank's capital, surplus and undivided profits.

        Loans to a Bank's Insiders.    Massachusetts banking laws prohibit any executive officer or director of a bank from borrowing or guaranteeing extensions of credit by such bank except for any of the following loans or extensions of credit with the approval of a majority of the Board of Directors: (i) loans or extension of credit, secured or unsecured, to an officer of the bank in an amount not exceeding $100,000; (ii) loans or extensions of credit intended or secured for educational purposes to an officer of the bank in an amount not exceeding $200,000; (iii) loans or extensions of credit secured by a mortgage on residential real estate to be occupied in whole or in part by the officer to whom the loan or extension of credit is made, in an amount not exceeding $750,000; and (iv) loans or extensions of credit to a director of the bank who is not also an officer of the bank in an amount permissible under the bank's loan to one borrower limit. No such loan or extension of credit may be granted with an interest rate or other terms that are preferential in comparison to loans granted to persons not affiliated with the bank.

        Investment Activities.    In general, Massachusetts-chartered banks may invest in preferred and common stock of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4% of the bank's deposits. Federal law imposes additional restrictions on Meetinghouse Bank's investment activities. See "—Federal Regulations—Business and Investment Activities."

        Regulatory Enforcement Authority.    Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for noncompliance, including revocation of its charter. The Massachusetts Commissioner of Banks may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the bank's business in an unsafe or unsound manner or contrary to the depositors' interests or been negligent in the performance of their duties. Upon finding that a bank has engaged in an unfair or deceptive act or practice, the Massachusetts Commissioner of Banks may issue an order to cease and desist and impose a fine on the bank concerned. The Commissioner also has authority to take possession of a bank and appoint a liquidating agent under certain conditions such as an unsafe and unsound condition to transact business, the conduct of business in an unsafe or unauthorized manner or impaired capital. In addition, Massachusetts consumer protection and civil rights statutes applicable to Meetinghouse Bank permit private individual and class action law suits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damages and attorney's fees in the case of certain violations of those statutes.

        Insurance Fund.    All Massachusetts-chartered cooperative banks are required to be members of the Co-operative Central Bank, which maintains the Share Insurance Fund that insures cooperative bank deposits in excess of federal deposit insurance coverage. The Co-operative Central Bank is authorized to charge cooperative banks an annual assessment fee on deposit balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

        Protection of Personal Information.    Massachusetts has adopted regulatory requirements intended to protect personal information. The requirements, which became effective March 1, 2010, are similar to existing federal laws such as the Gramm-Leach-Bliley Act, discussed below under "—Federal Regulations—Other Regulations", that require organizations to establish written information security programs to prevent identity theft. The Massachusetts regulation also contains technology system requirements, especially for the encryption of personal information sent over wireless or public networks or stored on portable devices.

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        Massachusetts has other statutes or regulations that are similar to certain of the federal provisions discussed below.

Federal Regulations

        Capital Requirements.    Under the Federal Deposit Insurance Corporation's regulations, federally insured state-chartered banks that are not members of the Federal Reserve System ("state nonmember banks"), such as Meetinghouse Bank, are required to comply with minimum leverage capital requirements. For an institution not anticipating or experiencing significant growth and deemed by the Federal Deposit Insurance Corporation to be, in general, a strong banking organization rated composite 1 under Uniform Financial Institutions Ranking System, the minimum capital leverage requirement is a ratio of Tier 1 capital to total assets of 3.0%. For all other institutions, the minimum leverage capital ratio is not less than 4.0%. Tier 1 capital is the sum of common stockholder's equity, noncumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.

        Federal Deposit Insurance Corporation regulations also require state nonmember banks to maintain certain ratios of regulatory capital to regulatory risk-weighted assets, or "risk-based capital ratios." Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items to four risk-weighted categories ranging from 0.0% to 100.0%. State nonmember banks must maintain a minimum ratio of total capital to risk-weighted assets of at least 8.0%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock, subordinated debentures and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution's Tier 1 capital.

        Standards for Safety and Soundness.    As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and, more recently, safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

        Business and Investment Activities.    Under federal law, all state-chartered Federal Deposit Insurance Corporation-insured banks have been limited in their activities as principal and in their debt and equity investments to the type and the amount authorized for national banks, notwithstanding state law. Federal law permits exceptions to these limitations. For example, certain state-chartered cooperative banks may, with Federal Deposit Insurance Corporation approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange or the Nasdaq Global Market and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is the lesser of 100.0% of Tier 1 capital or the maximum amount permitted by Massachusetts law. Any such grandfathered authority may be terminated upon the Federal Deposit Insurance Corporation's determination that such investments pose a safety and soundness risk or upon the occurrence of certain events such as the cooperative bank's conversion to a different charter.

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        The Federal Deposit Insurance Corporation is also authorized to permit state banks to engage in state authorized activities or investments not permissible for national banks (other than nonsubsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the Federal Deposit Insurance Corporation insurance fund. The Federal Deposit Insurance Corporation has adopted regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999 specified that a state bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a "financial subsidiary," if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

        Prompt Corrective Regulatory Action.    Federal law requires, among other things, that federal bank regulatory authorities take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

        The Federal Deposit Insurance Corporation has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or greater. An institution is "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and generally a leverage ratio of 4.0% or greater. An institution is "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or generally a leverage ratio of less than 4.0%. An institution is deemed to be "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%. An institution is considered to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

        "Undercapitalized" banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank's compliance with such a plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution's total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an "undercapitalized" bank fails to submit an acceptable plan, it is treated as if it is "significantly undercapitalized." "Significantly undercapitalized" banks must comply with one or more of a number of additional measures, including, but not limited to, a required sale of sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. "Critically undercapitalized" institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

        Transactions with Affiliates.    Transactions between a bank (and, generally, its subsidiaries) and its related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act limit the extent to which the bank or its subsidiaries may engage in "covered transactions" with any one affiliate to 10% of such institution's capital stock and surplus and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such institution's capital stock and surplus. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and similar transactions. In addition, loans or other extensions of credit by the institution to the affiliate are required to be collateralized in

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accordance with specified requirements. The law also requires that affiliate transactions be on terms and conditions that are substantially the same, or at least as favorable to the institution, as those provided to nonaffiliates.

        The Sarbanes-Oxley Act of 2002 generally prohibits loans by a company to its executive officers and directors. The law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws, assuming such loans are also permitted under the law of the institution's chartering state. Under such laws, a bank's authority to extend credit to executive officers, directors and 10% stockholders ("insiders"), as well as entities such persons control, is restricted. The law limits both the individual and aggregate amount of loans that may be made to insiders based, in part, on the bank's capital position and requires certain board approval procedures to be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. Loans to executive officers are further limited to loans of specific types and amounts.

        Enforcement.    The Federal Deposit Insurance Corporation has extensive enforcement authority over insured state banks, including Meetinghouse Bank. That enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. The Federal Deposit Insurance Corporation also has authority under federal law to appoint a conservator or receiver for an insured bank under certain circumstances. The Federal Deposit Insurance Corporation is required, with certain exceptions, to appoint a receiver or conservator for an insured state nonmember bank if that bank was "critically undercapitalized" on average during the calendar quarter beginning 270 days after the date on which the institution became "critically undercapitalized."

        Federal Insurance of Deposit Accounts.    Deposit accounts in Meetinghouse Bank are insured by the Federal Deposit Insurance Corporation's Deposit Insurance Fund, generally up to a maximum of $250,000 per separately insured depositor, pursuant to changes made permanent by the Dodd-Frank Act. The Dodd-Frank Act also extended unlimited deposit insurance on noninterest bearing transaction accounts through December 31, 2012. The Federal Deposit Insurance Corporation assesses insured depository institutions to maintain the Deposit Insurance Fund. No institution may pay a dividend if in default of its deposit insurance assessment.

        Under the Federal Deposit Insurance Corporation's risk-based assessment system, insured institutions are assigned to a risk category based on supervisory evaluations, regulatory capital levels and other factors. An institution's assessment rate depends upon the category to which it is assigned and certain adjustments specified by the Federal Deposit Insurance Corporation, with less risky institutions paying lower assessments. Until recently, assessment rates ranged from seven to 77.5 basis points of assessable deposits.

        On February 7, 2011, as required by the Dodd-Frank Act, the Federal Deposit Insurance Corporation published a final rule to revise the deposit insurance assessment system. The rule, which took effect April 1, 2011, changes the assessment base used for calculating deposit insurance assessments from deposits to total assets less tangible (Tier 1) capital. Since the new base is larger than the previous base, the Federal Deposit Insurance Corporation also lowered assessment rates so that the rule would not significantly alter the total amount of revenue collected from the industry. The range of adjusted assessment rates is now 2.5 to 45 basis points of the new assessment base. The rule is expected to benefit smaller financial institutions, which typically rely more on deposits for funding, and shift more of the burden for supporting the insurance fund to larger institutions, which are thought to have greater access to nondeposit funding.

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        As part of its plan to restore the Deposit Insurance Fund in the wake of a large number of bank failures, the Federal Deposit Insurance Corporation imposed a special assessment of five basis points for the second quarter of 2009. In addition, the Federal Deposit Insurance Corporation required all insured institutions to prepay their quarterly assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. In calculating the required prepayment, the Federal Deposit Insurance Corporation assumed a 5% annual growth in the assessment base and applied a three basis point increase in assessment rates effective January 1, 2011. Meetinghouse Bank's pre-payment of $320,000 was recorded as a prepaid expense at December 31, 2009 and is being amortized to expense over three years.

        In addition to Federal Deposit Insurance Corporation assessments, the Financing Corporation ("FICO") is authorized to impose and collect, through the Federal Deposit Insurance Corporation, assessments for costs related to bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. During the calendar year ended December 31, 2011, Meetinghouse Bank paid $5,000 in fees related to the FICO.

        The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to achieve the 1.35% ratio by September 30, 2020. In setting the assessments necessary to achieve the 1.35% ratio, the Federal Deposit Insurance Corporation is supposed to offset the effect of the increased ratio on insured institutions with assets of less than $10 billion. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation has recently exercised that discretion by establishing a long range fund ratio of 2%.

        A material increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of Meetinghouse Bank. Management cannot predict what insurance assessment rates will be in the future.

        Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation. We do not know of any practice, condition or violation that might lead to termination of Meetinghouse Bank's deposit insurance.

        Community Reinvestment Act.    Under the Community Reinvestment Act ("CRA"), a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA does require the Federal Deposit Insurance Corporation, in connection with its examination of a bank, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to establish or acquire branches and merge with other depository institutions. The CRA requires the Federal Deposit Insurance Corporation to provide a written evaluation of an institution's CRA performance utilizing a four-tiered descriptive rating system. Meetinghouse Bank's most recent Federal Deposit Insurance Corporation CRA rating was "Satisfactory."

        Massachusetts has its own statutory counterpart to the CRA which is also applicable to Meetinghouse Bank. The Massachusetts version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. The Massachusetts Commissioner of Banks is required to consider a bank's record of performance under the Massachusetts law in considering any application by the bank to

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establish a branch or other deposit-taking facility, relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. Meetinghouse Bank's most recent rating under Massachusetts law was "Satisfactory."

        Federal Reserve System.    The Federal Reserve Board regulations require savings institutions to maintain noninterest earning reserves against their transaction accounts (primarily Negotiable Order of Withdrawal (NOW) and regular checking accounts). The regulations generally provide that reserves be maintained against aggregate transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts up to and including $58.8 million; a 10% reserve ratio is applied above $58.8 million. The first $10.7 million of otherwise reservable balances are exempted from the reserve requirements. The amounts are adjusted annually. Meetinghouse Bank complies with the foregoing requirements.

        Federal Home Loan Bank System.    Meetinghouse Bank is a member of the Federal Home Loan Bank System, which consists of twelve regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the Federal Home Loan Bank of Boston, Meetinghouse Bank is required to acquire and hold a specified amount of shares of capital stock in the Federal Home Loan Bank of Boston. As of December 31, 2011, Meetinghouse Bank was in compliance with this requirement.

        The Federal Home Loan Bank of Boston suspended its dividend payment for the first quarter of 2009 and did not pay a dividend through 2010. The Federal Home Loan Bank has paid dividends in 2011 that are considerably less than those paid before 2009.

Other Regulations

        Some interest and other charges collected or contracted by Meetinghouse Bank are subject to state usury laws and federal laws concerning interest rates and charges. Meetinghouse Bank's operations also are subject to state and federal laws applicable to credit transactions, such as the:

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

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Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;

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

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

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

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

        The operations of Meetinghouse Bank also are subject to the:

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

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•

Electronic Funds Transfer Act and Regulation E promulgated thereunder, as well as Chapter 167B of the General Laws of Massachusetts, that govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services;

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Gramm-Leach-Bliley Act privacy statute which requires each depository institution to disclose its privacy policy, identify parties with whom certain nonpublic customer information is shared and provide customers with certain rights to "opt out" of disclosure to certain third parties; and

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Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the "USA PATRIOT Act"), which significantly expanded the responsibilities of financial institutions, in preventing the use of the United States financial system to fund terrorist activities. Among other things, the USA PATRIOT Act and the related regulations required banks operating in the United States to develop anti-money laundering compliance programs, due diligence policies and controls to facilitate the detection and reporting of money laundering.

Holding Company Regulation

        As a bank holding company, Meetinghouse Bancorp will be subject to examination, supervision, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. Meetinghouse Bancorp is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval would be required for Meetinghouse Bancorp to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.

        A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property under certain conditions; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association.

        A bank holding company that meets specified conditions, including that its depository institutions subsidiaries are "well capitalized" and "well managed," can opt to become a "financial holding company." A "financial holding company" may engage in a broader array of financial activities than permitted a typical bank holding company. Such activities can include insurance underwriting and investment banking. Meetinghouse Bancorp does not anticipate opting for "financial holding company" status at this time.

        Meetinghouse Bancorp will be subject to the Federal Reserve Board's consolidated capital adequacy guidelines for bank holding companies. Traditionally, those guidelines have been structured similarly to the regulatory capital requirements for the subsidiary depository institutions, but were somewhat more lenient. For example, the holding company capital requirements allowed inclusion of certain instruments in Tier 1 capital that are not includable at the institution level. As previously noted, the Dodd-Frank Act requires that the guidelines be amended so that they are at least as stringent as those required for the subsidiary depository institutions. See "—General—The Dodd-Frank Act."

        A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration

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for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. The Federal Reserve Board has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.

        The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board's policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization's capital needs, asset quality and overall financial condition. The Federal Reserve Board's policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength policy and requires the promulgation of implementing regulations. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of Meetinghouse Bancorp to pay dividends or otherwise engage in capital distributions.

        The Federal Deposit Insurance Act makes depository institutions liable to the Federal Deposit Insurance Corporation for losses suffered or anticipated by the insurance fund in connection with the default of a commonly controlled depository institution or any assistance provided by the Federal Deposit Insurance Corporation to such an institution in danger of default. That law would have potential applicability if Meetinghouse Bancorp ever held as a separate subsidiary a depository institution in addition to Meetinghouse Bank.

        Meetinghouse Bancorp and Meetinghouse Bank will be affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of Meetinghouse Bancorp or Meetinghouse Bank.

        The status of Meetinghouse Bancorp as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

        Massachusetts Holding Company Regulation.    Under Massachusetts banking laws, a company owning or controlling two or more banking institutions, including a cooperative bank, is regulated by the Massachusetts Division of Banks as a bank holding company. Each such bank holding company: (i) must obtain the approval of the Massachusetts Board of Bank Incorporation before engaging in certain transactions, such as the acquisition of more than 5% of the voting stock of another banking institution; (ii) must register, and file reports, with the Massachusetts Division of Banks; and (iii) is subject to examination by the Division of Banks. Meetinghouse Bancorp would become a bank holding company regulated by the Massachusetts Division of Banks if it acquires a second banking institution and holds and operates it separately from Meetinghouse Bank.

        Federal Securities Laws.    Our common stock is registered with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended. We are subject to information, proxy solicitation, insider trading restrictions, and other requirements under the Exchange Act.

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Federal and State Taxation

Federal Income Taxation

        General.    We report our income on a fiscal year basis using the accrual method of accounting. The federal income tax laws apply to us in the same manner as to other corporations with some exceptions, including particularly our reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to us. Our federal income tax returns have not been audited in the most recent five year period. For its 2011 fiscal year, Meetinghouse Bank's maximum federal income tax rate was 34%.

        Bad Debt Reserves.    For fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and required savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. Approximately $1.1 million of our accumulated bad debt reserves would not be recaptured into taxable income unless Meetinghouse Bank makes a "nondividend distribution" to Meetinghouse Bancorp as described below.

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

        The amount of additional taxable income triggered by a nondividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Meetinghouse Bank makes a nondividend distribution to Meetinghouse Bancorp, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34% federal corporate income tax rate. Meetinghouse Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

        Financial institutions in Massachusetts file combined income tax returns with affiliated companies that are not security corporations. The Massachusetts excise tax rate for cooperative banks is currently 9.5% of federal taxable income, adjusted for certain items and will be 9.0% for years beginning after December 31, 2011. Taxable income includes gross income as defined under the Internal Revenue Code, plus interest from bonds, notes and evidences of indebtedness of any state, including Massachusetts, less deductions, but not the credits, allowable under the provisions of the Internal Revenue Code, except for those deductions relating to dividends received and income or franchise taxes imposed by a state or political subdivision. Carryforwards and carrybacks of net operating losses

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and capital losses are not allowed. Meetinghouse Bank's state tax returns, as well as those of its subsidiaries, have not been audited in the most recent five year period.

        A financial institution or business corporation is generally entitled to special tax treatment as a "security corporation" under Massachusetts law provided that: (a) its activities are limited to buying, selling, dealing in or holding securities on its own behalf and not as a broker; and (b) it has applied for, and received, classification as a "security corporation" by the Commissioner of the Massachusetts Department of Revenue. A security corporation that is also a bank holding company under the Internal Revenue Code must pay a tax equal to 0.33% of its gross income. A security corporation that is not a bank holding company under the Internal Revenue Code must pay a tax equal to 1.32% of its gross income. Meetinghouse Bank's wholly-owned subsidiary, Meetinghouse Securities Corporation, is a Massachusetts securities corporation.

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The Conversion and Stock Offering

        Meetinghouse Bank's board of directors has unanimously approved the plan of conversion. We have filed an application with respect to the conversion with the Massachusetts Commissioner of Banks and the Massachusetts Commissioner of Banks has authorized us to commence the offering. However, the final approval of the Massachusetts Commissioner of Banks is required before we can consummate the conversion and issue shares of common stock. The Federal Deposit Insurance Corporation has issued an intent to issue a letter of non-objection to the conversion subject to certain conditions. The Federal Reserve Bank of Boston has issued the approval required in connection with the transaction. However, any such approvals or non-objections do not constitute a recommendation or endorsement of the plan of conversion by any regulatory agency.

General

        On January 17, 2012, the board of directors of Meetinghouse Bank unanimously adopted a plan of conversion according to which Meetinghouse Bank will convert from a Massachusetts mutual cooperative bank to a Massachusetts stock cooperative bank and become a wholly-owned subsidiary of Meetinghouse Bancorp, a newly formed Maryland corporation. Meetinghouse Bancorp will offer 100% of its common stock to qualifying depositors of Meetinghouse Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicated community offering.

        The following is a brief summary of the pertinent aspects of the conversion. A copy of the plan of conversion is available from Meetinghouse Bank upon request and is available for inspection at the offices of Meetinghouse Bank and at the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. The plan of conversion is also filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See "Where You Can Find More Information."

Reasons for the Conversion and Offering

        The primary reasons for the conversion and related stock offering are to:

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increase the capital of Meetinghouse Bank to support future lending and operational growth;

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enhance profitability and earnings through reinvesting and leveraging the proceeds, primarily through traditional funding and lending activities;

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support future branching activities;

•

retain and attract qualified directors, management and employees by establishing stock-based benefit plans; and

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support the future acquisition of other financial institutions or financial services companies.

        As a stock holding company, Meetinghouse Bancorp will have greater flexibility than Meetinghouse Bank now has in structuring mergers and acquisitions, including the consideration paid in a transaction. Our current mutual cooperative bank structure, by its nature, limits our ability to offer any common stock as consideration in a merger or acquisition. Our new stock holding company structure will enhance our ability to compete with other bidders when acquisition opportunities arise by better enabling us to offer stock or cash consideration, or a combination of the two. We currently do not have any agreement or understanding as to any specific acquisition.

Effects of Conversion to Stock Form

        General.    Each depositor in Meetinghouse Bank currently has both a deposit account in the institution and a pro rata ownership interest in the net worth of Meetinghouse Bank based upon the balance in his or her account. However, this ownership interest is tied to the depositor's account and

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has no value separate from such deposit account. Furthermore, this ownership interest may only be realized in the unlikely event that Meetinghouse 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 Meetinghouse Bank after other claims are paid. Any depositor who opens a deposit account at Meetinghouse Bank obtains a pro rata ownership interest in the net worth of Meetinghouse Bank without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives a portion or all of the balance in the account but nothing for his or her ownership interest in the net worth of Meetinghouse Bank, which is lost to the extent that the balance in the account is reduced.

        When a mutual cooperative bank converts to stock holding company form, depositors lose all rights to the net worth of the mutual cooperative bank, except the right to claim a pro rata share of funds representing the liquidation account established in connection with the conversion. Additionally, permanent nonwithdrawable capital stock is created and offered to depositors which represents the ownership of the institution's net worth. The common stock of Meetinghouse Bancorp is separate and apart from deposit accounts and cannot be and is not insured by the Federal Deposit Insurance Corporation, any other governmental agency or the Share Insurance Fund. Certificates are issued to evidence ownership of the permanent stock. The stock certificates are transferable, and therefore the stock may be sold or traded if a purchaser is available with no effect on any deposit account the seller may hold in the institution.

        Continuity.    While the conversion and offering are being accomplished, the normal business of Meetinghouse Bank will continue without interruption, including being regulated by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. After the conversion and offering, Meetinghouse Bank will continue to provide services for depositors and borrowers under its current policies by its present management and staff. The directors of Meetinghouse Bank at the time of conversion will serve as directors of Meetinghouse Bank after the conversion and offering. The initial board of directors of Meetinghouse Bancorp is composed of the individuals who serve on the board of directors of Meetinghouse Bank. All officers of Meetinghouse Bank at the time of conversion will retain their positions after the conversion and offering.

        Deposit Accounts and Loans.    Meetinghouse Bank's deposit accounts, account balances and existing Federal Deposit Insurance Corporation and Share Insurance Fund of The Co-operative Central Bank insurance coverage of deposit accounts will not be affected by the conversion. Furthermore, the conversion will not affect the loan accounts, loan balances or obligations of borrowers under their individual contractual arrangements with Meetinghouse Bank.

        Effect on Voting Rights.    Voting rights in Meetinghouse Bank, as a mutual cooperative bank, belong to its depositors. After the conversion, depositors will no longer have voting rights in Meetinghouse Bank and, therefore, will no longer be able to elect directors of Meetinghouse Bank or control its affairs. Instead, Meetinghouse Bancorp, as the sole stockholder of Meetinghouse Bank, will possess all voting rights in Meetinghouse Bank. The holders of the common stock of Meetinghouse Bancorp will possess all voting rights in Meetinghouse Bancorp. Depositors of Meetinghouse Bank will not have voting rights after the conversion except to the extent that they become stockholders of Meetinghouse Bancorp by purchasing common stock.

        Liquidation Account.    In the unlikely event of a complete liquidation of Meetinghouse Bank before the conversion, each depositor in Meetinghouse Bank would receive a pro rata share of any assets of Meetinghouse Bank remaining after payment of claims of all creditors, including the claims of all depositors up to the withdrawal value of their accounts. Each depositor would receive a pro rata share of the remaining assets in the same proportion as the value of his or her deposit account to the total value of all deposit accounts in Meetinghouse Bank at the time of liquidation.

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        After the conversion, holders of withdrawable deposits in Meetinghouse Bank, including certificates of deposit, will not be entitled to share in any residual assets upon liquidation of Meetinghouse Bank. However, under applicable regulations, Meetinghouse Bank will, at the time of the conversion, establish a liquidation account in an amount equal to its total net worth as of the date of the latest statement of financial condition contained in the final prospectus relating to the conversion.

        Meetinghouse Bank will maintain the liquidation account after the conversion for the benefit of eligible account holders and supplemental eligible account holders who retain their savings accounts in Meetinghouse Bank. Each eligible account holder and supplemental account holder will, with respect to each deposit account held, have a related inchoate interest in a sub-account portion of the liquidation account balance.

        The initial sub-account balance for a savings account held by an eligible account holder or a supplemental eligible account holder will be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of the holder's "qualifying deposit" in the deposit account and the denominator is the total amount of the "qualifying deposits" of all eligible or supplemental eligible account holders. The initial subaccount balance will not be increased, but it will be decreased as provided below.

        If the deposit balance in any deposit account of an eligible account holder or supplemental eligible account holder at the close of business on any annual closing day of Meetinghouse Bank (which is September 30) after December 31, 2010 or December 31, 2011, is less than the lesser of the deposit balance in a deposit account at the close of business on any other annual closing date after December 31, 2010 or December 31, 2011, or the amount of the "qualifying deposit" in a savings account on December 31, 2010 or December 31, 2011, then the subaccount balance for a savings account will be adjusted by reducing the subaccount balance in an amount equal to such reduction in the savings balance. Once reduced, the subaccount balance will not be subsequently increased, notwithstanding any increase in the savings balance of the related savings account. If any savings account is closed, the related subaccount balance will be reduced to zero.

        Upon a complete liquidation of Meetinghouse Bank, each eligible account holder and supplemental account holder will be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current adjusted subaccount balance(s) for deposit account(s) held by the holder before any liquidation distribution may be made to stockholders. No merger, consolidation, bulk purchase of assets with assumptions of savings accounts and other liabilities or similar transactions with another federally insured institution in which Meetinghouse Bank is not the surviving institution will be considered to be a complete liquidation. In any of these transactions, the liquidation account will be assumed by the surviving institution.

        In the unlikely event Meetinghouse Bank is liquidated after the conversion, depositors will be entitled to full payment of their deposit accounts before any payment is made to Meetinghouse Bancorp as sole stockholder of Meetinghouse Bank. There are no plans to liquidate either Meetinghouse Bank or Meetinghouse Bancorp in the future.

Material Income Tax Consequences

        In connection with the conversion, we have received an opinion of counsel with respect to federal tax laws that no gain or loss will be recognized by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued. We believe that the tax opinion summarized below addresses all material federal income tax consequences that are generally applicable to persons receiving subscription rights.

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        Kilpatrick Townsend & Stockton LLP has issued an opinion to us that, for federal income tax purposes:

•

the conversion of Meetinghouse Bank from the mutual to the stock form of organization will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code, and no gain or loss will be recognized by account holders and no gain or loss will be recognized by Meetinghouse Bank by reason of such conversion;

•

no gain or loss will be recognized by Meetinghouse Bancorp upon the sale of shares of common stock in the offering;

•

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

•

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

        The reasoning in support of Kilpatrick Townsend & Stockton LLP's statement set forth in the third and fourth bullet points above is set forth below. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights have a market value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase 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.

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

        The opinion of Kilpatrick Townsend & Stockton LLP is filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See "Where You Can Find More Information."

Subscription Offering and Subscription Rights

        General.    Under the plan of conversion, we have granted rights to subscribe for Meetinghouse Bancorp common stock to the following persons in the following order of priority:

•

Persons with deposits in Meetinghouse Bank with balances aggregating $50 or more ("qualifying deposits") as of the close of business on December 31, 2010 ("eligible account holders").

•

Persons with qualifying deposits in Meetinghouse Bank as of the close of business on December 31, 2011 ("supplemental eligible account holders"), other than our officers, directors and their associates.

•

Our employee stock ownership plan.

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•

Our officers, directors and employees who do not have a higher priority right.

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

        We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have an ownership interest.

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

•

$150,000 of common stock (which equals 15,000 shares);

•

one-tenth of 1% of the total offering of common stock; or

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

        If there are insufficient shares to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each subscribing eligible account holder, if possible, to purchase a number of shares sufficient to make the person's total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible account holders whose subscriptions remain unfilled. Unless waived by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation, subscription rights of eligible account holders who are also executive officers or directors of Meetinghouse Bank or their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to increased deposits in Meetinghouse Bank in the one year period preceding December 31, 2010.

        To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which such eligible account holder had an ownership interest at December 31, 2010. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber's stock allocation.

        Category 2: Supplemental Eligible Account Holders.    Subject to the purchase limitations as described below under "—Limitations on Purchases of Shares," each supplemental eligible account holder has the right to subscribe for up to the greater of:

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$150,000 of common stock (which equals 15,000 shares);

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one-tenth of 1% of the total offering of common stock; or

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

        If eligible account holders subscribe for all of the shares being sold, no shares will be available for supplemental eligible account holders. If shares are available for supplemental eligible account holders

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

        To ensure a proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all deposit accounts in which such supplemental eligible account holder had an ownership interest at December 31, 2011. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber's stock allocation.

        Category 3: Tax-Qualified Employee Benefit Plans.    Our tax-qualified employee benefit plans have the right to purchase up to 10% of the shares of common stock sold in the offering. As a tax-qualified employee benefit plan, our employee stock ownership plan intends to purchase 8% of the shares sold in the offering. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the offering, including subscriptions by our officers and directors, for the purpose of applying the purchase limitations in the plan of conversion. If eligible account holders and supplemental eligible account holders subscribe for all of the shares being sold, no shares will be available for our tax-qualified employee benefit plans. If the plan's subscription is not filled in its entirety, the employee stock ownership plan may purchase shares in the open market or may purchase shares directly from us.

        Category 4: Employees, Officers and Directors.    Subject to the purchase limitations as described below under "—Limitations on Purchases of Shares," each employee, officer and director of Meetinghouse Bank at the time of the offering who is not eligible in the preceding priority categories has the right to purchase $150,000 of common stock (which equals 15,000 shares); provided, however, that the aggregate number of shares of common stock that may be purchased by employees, officers and directors in the conversion is limited to 30% of the total number of shares of common stock sold in the offering (including shares purchased by employees, officers and directors under this category and under the preceding priority categories, but not including shares purchased by the employee stock ownership plan). If eligible account holders, supplement eligible account holders and the employee stock ownership plan subscribe for all of the shares being sold, no shares will be available for persons in this category. If shares are available for persons in this category but there are not sufficient shares to satisfy all subscriptions by such persons, shares will be allocated among such subscribing persons on an equitable basis, such as by giving weight to the order size, period of service, compensation and position of the individual subscriber.

        Expiration Date for the Subscription Offering.    The subscription offering, and all subscription rights under the plan of conversion, will terminate at 12:00 Noon, Eastern time, on [                        , 2012]. We will not accept orders for common stock in the subscription offering received after the expiration date. We will make reasonable attempts to provide a prospectus and related offering materials to holders of subscription rights; however, all subscription rights will expire on the expiration date whether or not we have been able to locate each person entitled to subscription rights.

        Massachusetts regulations require that we complete the sale of common stock within 45 days after the close of the subscription offering. If the sale of the common stock is not completed within that period, all funds received will be returned promptly with interest at our passbook savings rate and without deduction, and all withdrawal authorizations will be canceled unless we receive approval of the Massachusetts Commissioner of Banks and Federal Deposit Insurance Corporation to extend the time for completing the offering. If regulatory approval of an extension of the time period has been granted,

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we will notify all subscribers of the extension and of the duration of any extension that has been granted, and subscribers will have the right to modify or rescind their orders. If we do not receive an affirmative response from a subscriber to modify their order, the subscriber's order will be rescinded and all funds received will be promptly returned with interest and without deduction, or withdrawal authorizations will be canceled.

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

        Restrictions on Transfer of Subscription Rights and Shares.    Subscription rights are nontransferable. You may not transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of your subscription rights issued under the plan of conversion or the shares of common stock to be issued upon exercise of your subscription rights. Your subscription rights may be exercised only by you and only for your own account. With the exception of individual retirement account stock purchases, the subscription rights of a qualifying account may not be transferred to an account that is in a different form of ownership. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in the loss of your subscription rights. If you exercise your subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal and state regulations also prohibit any person from offering, or making an announcement of an offer or intent to make an offer, to purchase such subscription rights or shares of common stock before the completion of the offering.

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

Community Offering

        To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, we may offer shares in a community offering with a first priority given to natural persons who are residents of the communities of Dorchester and Milton.

        We will consider persons to be residents of the above listed communities if they occupy a dwelling in the community and have established an ongoing physical presence in the community that is not merely transitory in nature. We may utilize depositor or loan records or other evidence provided to us to make a determination as to whether a person is a resident of such communities. In all cases, the determination of residence status will be made by us in our sole discretion.

        Stock sold in the direct community offering will be offered and sold in a manner to achieve a wide distribution of the stock. Each person may purchase up to $150,000 of common stock, subject to the overall maximum purchase limitations. Allocation of shares if an oversubscription occurs in this category of the offering will give preference to natural persons residing in the communities of

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Dorchester and Milton, such that each such person may receive 100 shares, and thereafter, on a pro rata basis to such persons based on the amount of their respective subscriptions or other reasonable basis until all available shares have been allocated. If shares remain after filling all subscriptions of persons living in the communities of Dorchester and Milton and an oversubscription occurs among other persons in this category of the offering, the allocation process to cover orders for such other persons shall be the same as described for natural persons residing in the communities of Dorchester and Milton.

        The direct community offering, if any, may commence concurrently with or subsequent to the commencement of the subscription offering and shall be for a period of not more than 45 days unless extended by Meetinghouse Bancorp, with the approval of the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. If we receive regulatory approval for an extension, all subscribers will be notified of the extension and of the duration of any extension that has been granted, and will have the right to confirm, increase, decrease or rescind their orders. If we do not receive an affirmative response from a subscriber to confirm, increase or decrease their order, the subscriber's order will be rescinded and all funds received will be promptly returned with interest. We may terminate the direct community offering at any time after we have received orders for at least the minimum number of shares available for purchase in the offering.

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

Syndicated Community Offering

        Our board of directors may decide to offer for sale shares of common stock not subscribed for or purchased in the subscription and community offerings in a syndicated community offering, subject to such terms, conditions and procedures as we may determine, in a manner that will achieve a widespread distribution of our shares of common stock. If a syndicated community offering is held, Keefe, Bruyette & Woods will serve as sole manager and will assist us in selling our common stock on a best efforts basis. In such capacity, Keefe, Bruyette & Woods may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority member firms. Neither Keefe, Bruyette & Woods nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering.

        In the syndicated community offering, any person may purchase up to $150,000 (which equals 15,000 shares) of common stock, subject to the overall purchase and ownership limitations. See "—Limitations on Purchases of Shares." We retain the right to accept or reject in whole or in part any orders in the syndicated community offering. Unless the Massachusetts Commissioner of Banks permits otherwise, accepted orders for our common stock in the syndicated community offering will first be filled up to a maximum of 2% of the shares sold in the offering on a basis that will promote a widespread distribution of our common stock. Thereafter any remaining shares will be allocated on an equal number of shares per order basis until all shares have been allocated or orders have been filled, as the case may be. Unless the syndicated community offering begins during the subscription offering or the community offerings, the syndicated community offering will begin as soon as possible after the completion of the subscription and community offerings.

        Normal customer ticketing will be used for orders through Keefe, Bruyette & Woods or other participating broker-dealers. Alternatively, order forms may be used to purchase shares of common stock in the syndicated offering. Investors in the syndicated offering electing to use stock order forms would follow the same procedures applicable to purchasing shares in the subscription and community offering. See "—Procedure for Purchasing Shares in the Subscription and Community Offerings".

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        The syndicated community offering will be conducted in accordance with certain Securities and Exchange Commission rules applicable to best efforts offerings. Under these rules, Keefe, Bruyette & Woods and 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 or on a delivery versus payment basis through the facilities of the Depository Trust Company. Under a "sweep" arrangement, 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 intends to purchase in the syndicated community offering on the closing date. Such customers must authorize participating broker-dealers to debit their brokerage accounts and must have the funds for full payment in their accounts on, but not before, the closing date. Funds received through a sweep arrangement or delivery versus payment will be promptly transmitted to the Bank's segregated account.

        The closing of the syndicated community offering is subject to conditions set forth in an agency agreement among Meetinghouse Bancorp, Meetinghouse Bank and Keefe, Bruyette & Woods. If and when all the conditions for the closing are met, funds for common stock sold in the syndicated community offering, less fees and commissions payable, will be delivered promptly to us. If, gross proceeds equal to at least the minimum of the offering range are not received, or other closing conditions are not satisfied, the offering will not close and funds will be promptly returned.

        If for any reason we cannot affect a syndicated community offering of shares of common stock not purchased in the subscription and community offerings, or in the event that there are a significant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of unsubscribed shares, if possible. The Massachusetts Commissioner of Banks and the Financial Industry Regulatory Authority must approve any such arrangements.

Limitations on Purchases of Shares

        In addition to the purchase limitations described above under "—Subscription Offering and Subscription Rights," "—Community Offering" and "Syndicated Community Offering," the plan of conversion provides for the following purchase limitations:

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Except for our tax-qualified employee benefit plans, no individual may purchase in the aggregate more than $150,000 of the common stock, or 15,000 shares, sold in the offerings, subject to increase or decrease as described below. In addition, except for our tax-qualified employee benefit plans, no person, either alone or together with associates of or persons acting in concert with such person, may purchase more than $250,000 of the common stock, or 25,000 shares sold in the offerings, subject to increase or decrease as described below.

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Our tax-qualified employee benefit plans are entitled to purchase up to 10.0% of the shares sold in the conversion. As a tax-qualified employee benefit plan, our employee stock ownership plan intends to purchase 8.0% of the shares sold in the conversion.

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Each subscriber must subscribe for a minimum of 25 shares.

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Our directors and executive officers, together with their associates, may purchase in the aggregate up to 30% of the common stock sold in the offering.

        We may, in our sole discretion, increase or decrease the individual or aggregate purchase limitation to up to 5% of the shares of common stock sold in the offering or down to no less than ¹/10 of 1.0% of the shares offered in the offering. We do not intend to increase or decrease 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 will be given the opportunity to increase their subscriptions accordingly, subject to the rights and preferences of any person who has priority subscription rights. We, in our discretion, also may give other large subscribers the right to increase their subscriptions.

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        If we increase the maximum purchase limitation to 5% 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% of the shares of common stock sold in the offering may not exceed in the aggregate 10% of the total shares of common stock sold in the offering.

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

        The plan of conversion defines "associate," with respect to a particular person, to mean:

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a corporation or organization, other than Meetinghouse Bancorp or Meetinghouse Bank or a majority-owned subsidiary of Meetinghouse Bancorp or Meetinghouse Bank, of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization;

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

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any relative or spouse of the person or any relative of the spouse who has the same home as such person or who is a director or senior officer of Meetinghouse Bancorp, Meetinghouse Bank or any of their subsidiaries.

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

Marketing Arrangements

        We have retained Keefe, Bruyette & Woods as financial advisors to consult with and advise and assist us, on a best efforts basis, in the distribution of shares in the offering. Keefe, Bruyette & Woods is a broker-dealer registered with the Securities and Exchange Commission and a member of the FINRA. Keefe, Bruyette & Woods will assist us in the conversion by acting as marketing advisor with respect to the subscription offering and will represent us as placement agent on a best efforts basis in the sale of the common stock in the community offering, if held. The services that Keefe, Bruyette & Woods will provide include, but are not limited to:

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providing advice on the financial and securities market implications of the plan of conversion and related corporate documents, including our business plan;

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assisting in structuring our stock offering, including developing and assisting in implementing a market strategy for the stock offering;

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reviewing all offering documents, including this prospectus, stock order forms and related offering materials;

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assisting us in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

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assisting us in analyzing proposals from outside vendors retained in connection with the stock offering, including printers, transfer agents and appraisal firms;

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assisting us in the drafting and distribution of press releases as required or appropriate in connection with the stock offering;

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meeting with the board of directors and management to discuss any of these services; and

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providing such other financial advisory and investment banking services in connection with the stock offering as may be agreed upon by Keefe, Bruyette & Woods and us.

        We have also engaged Keefe, Bruyette & Woods to act as our conversion agent in connection with the stock offering. In its role as conversion agent, Keefe, Bruyette & Woods will assist us in the stock offering as follows:

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consolidate accounts and develop a central file;

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prepare proxy forms and proxy materials;

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tabulate proxies and ballots;

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act as inspector of election at the special meeting of members;

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assist us in establishing and managing the stock information center;

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assist our financial printer with the labeling of stock offering materials;

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process stock order forms and certification forms and produce daily reports and analyses;

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assist our transfer agent with the generation and mailing of stock certificates;

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advise us on interest and refund calculations; and

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create tax forms for interest reporting.

        For its conversion agent services, Keefe, Bruyette & Woods will be paid a fee of $15,000. We will also reimburse Keefe, Bruyette & Woods for its reasonable out of-pocket expenses related to its conversion agent services up to a maximum of $10,000. For its financial advisory services, Keefe, Bruyette & Woods will receive a success fee equal to 1.25% of the aggregate dollar amount of the common stock sold in the subscription offering to persons other than the employee stock ownership plan and directors, officers and employees of Meetinghouse Bank or their immediate families and a success fee equal to 2.00% of the aggregate dollar amount of the common stock sold in the community offering, with a minimum success fee of $150,000. We have paid Keefe, Bruyette & Woods a management fee of $25,000 that will be applied against the success fee. We will reimburse Keefe, Bruyette & Woods for its expenses, not to exceed $5,000, associated with its financial and advisory services; provided, however, that Keefe, Bruyette & Woods will be entitled to an additional expense reimbursement not to exceed $5,000 in the event of a resolicitation or material delay in the offering. In addition, Keefe, Bruyette & Woods will be reimbursed for fees and expenses of its counsel not to exceed $75,000 (or not to exceed $100,000 in the event of a resolicitation or material delay in the offering).

        Keefe, Bruyette & Woods has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the stock to be sold. Keefe, Bruyette & Woods expresses no opinion as to the prices at which common stock to be issued may trade.

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        We have also agreed to indemnify Keefe, Bruyette & Woods 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 and the performance of Keefe, Bruyette & Woods of its services in connection with the conversion.

Description of Sales Activities

        Meetinghouse Bank's officers and employees may participate in the offering in clerical capacities, providing administrative support in effecting sales transactions or, when permitted by state securities laws, answering questions of a mechanical nature relating to the proper execution of the order form. Meetinghouse Bank's officers may answer questions regarding our business when permitted by state securities laws. Other questions of prospective purchasers, including questions as to the advisability or nature of the investment, will be directed to registered representatives. Meetinghouse Bank's officers and employees have been instructed not to solicit offers to purchase common stock or provide advice regarding the purchase of common stock.

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

Procedure for Purchasing Shares in the Subscription and Community Offerings

        Use of Order Forms.    To purchase shares in the subscription offering, a properly completed and executed order form must be received (not postmarked) by us in our stock information center by 12:00 Noon, Eastern time, on [                        , 2012]. Your order form must be accompanied by full payment for all of the shares subscribed for or include appropriate authorization in the space provided on the order form for withdrawal of full payment from a deposit account with Meetinghouse Bank. To purchase shares in the community offering, you must deliver a properly completed and executed order form to us, accompanied by the required payment for each share subscribed for, before the community offering terminates, which may be on, or at any time after, the end of the subscription offering. If you are ordering shares in the subscription offering, by signing the 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. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

        However, signing the stock order form will not cause you to waive your rights under the Securities Act of 1933.

To ensure that your stock purchase eligibility and priority are properly identified, you must list all accounts on the order form, giving all names in each account and the account number. We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have an ownership interest. Failure to list all of your accounts may result in fewer shares being allocated to you than if all of your accounts were listed.

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        We need not accept order forms that are received after the expiration of the subscription offering or community offering, as the case may be, or that are executed defectively or that are received without full payment or without appropriate withdrawal instructions. We are not required to notify purchasers of incomplete or improperly executed order forms. In addition, we are not obligated to accept orders submitted on photocopied or facsimiled stock order forms. We have the right to waive or permit the correction of incomplete or improperly executed order forms, but do not represent that we will do so. Under the plan of conversion, our interpretation of the terms and conditions of the plan of conversion and of the order form will be final. Once received, an executed order form may not be modified, amended or rescinded without our consent unless the offering has not been completed by                        , 2012.

        We will not accept order forms where the order form is not executed. By executing and returning the order form, you will be certifying that you received this prospectus and acknowledging that the common stock is not a deposit account and is not insured or guaranteed by the federal government. You also will be acknowledging that you received disclosure concerning the risks involved in this offering. The order form could be used as support to show that you understand the nature of this investment. You may submit your stock order form and payment by mail using the stock order reply envelope provided, by bringing your stock order form to our stock information center, or by overnight delivery to the indicated address on the order form. Our stock information center is located at the office of Meetinghouse Bank. Stock order forms may be delivered to Meetinghouse Bank's office.

        To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the end of the subscription and community offering, as required by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days before that date or hand delivered any later than two days before that date. Execution of the order form will confirm receipt or delivery under Rule 15c2-8. Order forms will be distributed only when preceded or accompanied by a prospectus.

        Payment for Shares.    Payment for subscriptions may be made by check, bank draft or money order, or by authorization of withdrawal from deposit accounts maintained with Meetinghouse Bank. Funds received before the completion of the offering will be maintained in a segregated account at Meetinghouse Bank. All checks, bank drafts and money orders must be made payable to the Meetinghouse Bancorp segregated account in compliance with Securities and Exchange Commission Rule 15c2-4. However, we will not maintain more than one escrow account. All subscriptions received will bear interest at Meetinghouse Bank's passbook savings rate, which is subject to change at any time and is currently 0.25% per annum. Subscriber's funds will be transmitted to the segregated account no later than noon of the next business day where they will be invested in investments that are permissible under Securities and Exchange Commission Rule 15c2-4. Appropriate means by which withdrawals may be authorized are provided on the order form. No wire transfers or third party checks will be accepted. Interest will be paid on payments made by check, bank draft or money order at our lowest tier money market passbook savings rate from the date payment is received at the stock information center until the completion or termination of the offering. Payment in cash will not be accepted unless the cash is converted into a bank check or money order. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rates until completion or termination of the offering, but a hold will be placed on the funds, making them unavailable to the depositor until completion or termination of the offering. When the offering is completed, the funds received in the offering will be used to purchase the shares of common stock ordered, subject to the priority and allocation provisions in the plan of conversion. The shares of common stock issued in the offering cannot and will not be insured by the Federal Deposit Insurance Corporation or any other government agency or the Share Insurance Fund. If the offering is not consummated for any reason, all funds submitted will be promptly refunded with interest as described above.

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        If a subscriber authorizes us to withdraw the amount of the purchase price from his or her deposit account, we will do so as of the completion of the offering, though the account must contain the full amount necessary for payment at the time the subscription order is received. We will waive any applicable penalties for early withdrawal from certificate accounts. If the remaining balance in a certificate account is reduced below the applicable minimum balance requirement at the time funds are actually transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at our passbook savings rate.

        Regulations prohibit Meetinghouse Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

        The employee stock ownership plan will not be required to pay for the shares subscribed for at the time it subscribes, but rather may pay for shares of common stock subscribed for upon the completion of the offering; provided that there is in force from the time of its subscription until the completion of the offering a loan commitment from an unrelated financial institution or from us to lend to the employee stock ownership plan, at that time, the aggregate purchase price of the shares for which it subscribed.

        We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time before the 48 hours before the completion of the offering. This payment may be made by wire transfer.

        Using IRA Funds to Purchase Shares.    Our IRAs do not permit investment in common stock. A depositor interested in using his or her IRA funds to purchase common stock must do so through a self-directed IRA. Since we do not offer those accounts, we will allow a depositor to make a trustee-to-trustee transfer of the IRA funds to a trustee offering a self-directed IRA program with the agreement that the funds will be used to purchase our common stock in the offering. 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 IRA funds. An annual administrative fee may be payable to the new trustee. You may use funds currently in an independent self-directed IRA to purchase stock by having your trustee complete and return the subscription form together with a check made payable to Meetinghouse Bancorp before the expiration of the subscription offering. Depositors interested in using funds in an IRA with us to purchase common stock should contact the stock information center as soon as possible preferably at least two weeks before the offering deadline so that the necessary forms may be forwarded for execution and returned before the subscription offering ends. In addition, federal laws and regulations require that officers, directors and 10% stockholders who use self-directed IRA funds to purchase shares of common stock in the subscription offering, make purchases for the exclusive benefit of IRAs.

How We Determined the Offering Range and the $10.00 Per Share Purchase Price

        Federal and state regulations require that the aggregate purchase price of the securities sold in connection with the offering be based upon our estimated pro forma value, as determined by an independent appraisal and as approved by our board of directors. We have retained RP Financial, Inc. which is experienced in the evaluation and appraisal of business entities, to prepare the independent appraisal. RP Financial will receive fees totaling $30,000 for its appraisal services, plus $5,000 for each appraisal valuation update, and a maximum of $3,500 for reimbursement of out-of-pocket expenses. We have agreed to indemnify RP Financial and its employees and affiliates for certain costs and expenses, including reasonable legal fees arising out of, related to, or based upon the offering and due to any misstatement or untrue statement or intentional omission by Meetinghouse Bank. RP Financial has not received any other compensation from us in the past three years.

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        RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, RP Financial reviewed our conversion application as filed with the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation and our registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on RP Financial in connection with its appraisal.

        In connection with its appraisal, RP Financial reviewed the following factors, among others:

•

our present and projected operating results and financial condition;

•

the economic and demographic conditions of our primary market area;

•

pertinent historical financial and other information relating to Meetinghouse Bank;

•

a comparative evaluation of our operating and financial statistics with those of other thrift institutions;

•

the proposed price per share;

•

the aggregate size of the offering of common stock;

•

the impact of the conversion on our capital position and earnings potential; and

•

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

        RP Financial's analysis utilized three selected valuation procedures, the price/tangible book method, the price/core earnings method, and the price/assets method, all of which are described in its report. RP Financial's appraisal report is filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See "Where You Can Find More Information." RP Financial placed the greatest emphasis on the price/core earnings and price/tangible book methods in estimating pro forma market value. RP Financial compared the pro forma price/tangible book and price/core earnings ratios for Meetinghouse Bancorp to the same ratios for a peer group of comparable companies. In selecting a peer group from all publicly-traded, fully-converted thrift companies, RP Financial applied the following selection criteria: thrift institutions based in Massachusetts with assets less than $750 million, a tangible equity to assets ratio of greater than 8.0% and positive core earnings; and thrift institutions based in the New England and Mid-Atlantic regions of the U.S., with assets less than $500 million, a tangible equity-to-assets ratio of greater than 8.0% and positive core earnings. For purposes of RP Financial's appraisal report, core earnings are generally defined as reported earnings adjusted for nonrecurring gains and losses from the sale or write-down of assets or liabilities on a tax-effected basis. The peer group included companies with:

•

average assets of $431 million;

•

average nonperforming assets of 1.57% of total assets;

•

average net loans of 63.7% of total assets;

•

average equity of 15.6% of total assets; and

•

average core earnings of 0.37% of average assets.

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        On the basis of the analysis in its report, RP Financial has advised us that, in its opinion, as of February 17, 2012, our estimated pro forma market value was within the valuation range of $4,250,000 and $5,750,000, with a midpoint of $5,000,000.

        The following table presents a summary of selected pricing ratios for Meetinghouse Bancorp, for the peer group companies and for all publicly traded thrifts. 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 83.6% to the peer group on a price-to-core earnings basis, a discount of 23.3% to the peer group on a price-to-book basis and a discount of 24.4% on a price-to-tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be less expensive than the peer group on an earnings, book value and tangible book value basis. In addition to a peer group comparison of equity and earnings pricing ratios, RP Financial's valuation took into consideration the recent volatility of the stock markets, bank and thrift stocks in general and the appraisal peer group. The pro forma pricing ratios and uneven after-market price performance of recently converted banks and thrifts was also considered. The appraisal, as approved by our board of directors, concluded that the pro forma pricing ratio discounts represented an appropriate balance of these various considerations in establishing Meetinghouse Bancorp's valuation, and the number of shares to be sold.

	Price to Core Earnings Multiple			Price to Book Value Ratio(1)			Price to Tangible Book Value Ratio(1)
Meetinghouse Bancorp (pro forma):
Minimum		27.40	x		51.76	%		51.76	%
Midpoint		34.39			56.34			56.34
Maximum		42.38			60.31			60.31
Maximum, as adjusted		53.11			64.27			64.27
Peer Group:
Alliance Bancorp, Inc. (ALLB)		N/M			73.99			73.99
Chicopee Bancorp, Inc. (CBNK)		N/M			90.90			90.90
FedFirst Financial Crop. (FFCO)		N/M			70.14			71.65
Hampden Bancorp, Inc. (HBNK)		N/M			87.49			87.49
Mayflower Bancorp, Inc. (MFLR)		18.49			74.86			74.86
Newport Bancorp, Inc. (NFSB)		31.41			87.44			87.44
OBA Financial Services, Inc. (OBAF)		N/M			78.76			78.76
Peoples Federal Bancshares, Inc. (PEOP)		37.50			93.75			93.75
Standard Financial Corp. (STND)		17.39			69.87			79.40
WVS Financial Corp. (WVFC)		10.59			59.31			59.31
Average		23.08			78.65			79.76
Median		18.49			76.81			79.08
All publicly-traded thrift institutions(2):
Average		19.54			80.31			86.89
Median		17.54			77.92			80.12

N/M—Not meaningful.

(1)

Ratios are based on book value as of December 31, 2011 and share prices as of February 17, 2012.

(2)

Excludes mutual holding companies.

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        The pro forma information presented under "Pro Forma Data" reflects an estimated expense for the equity incentive plan that may be adopted by Meetinghouse Bancorp and the resulting effect on the pro forma price-to-earnings multiples for Meetinghouse Bancorp.

        Our board of directors reviewed RP Financial's appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the valuation range was reasonable and adequate. Assuming that the shares are sold at $10.00 per share in the conversion, the estimated number of shares would be between 425,000 shares at the minimum of the valuation range and 575,000 shares at the maximum of the valuation range, with a midpoint of 500,000 shares. The purchase price of $10.00 per share was determined by the board of directors, taking into account, among other factors, offering the common stock in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

        Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible for us to determine the exact number of shares that we will issue at this time. The offering range may be amended, with the approval of the Massachusetts Commissioner of Banks and Federal Deposit Insurance Corporation, if necessitated by developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

        If, upon completion of the subscription offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value as of the close of the subscription offering, subject to final approval by our board of directors. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 661,250 shares without any further notice to you.

        No shares will be sold unless RP Financial confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement, we may either: terminate the stock offering and promptly return all funds without deduction; set a new offering range, notify all subscribers and give them the opportunity to place a new order for shares of Meetinghouse Bancorp common stock; or take such other actions as may be permitted by the Massachusetts Commissioner of Banks and Federal Deposit Insurance Corporation. If the offering is terminated all subscriptions will be cancelled and subscription funds will be returned promptly with interest and without deduction, and holds on funds authorized for withdrawal from deposit accounts will be released or reduced. If RP Financial establishes a new valuation range, it must be approved by the Massachusetts Commissioner of Banks and Federal Deposit Insurance Corporation.

        In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also considered financial and other information from regulatory agencies, other financial institutions, and other public sources, as appropriate. While RP Financial believes this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the consolidated financial statements and other data provided by us nor independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation as to the advisability of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the offering will be able to sell shares after the offering at prices at or above the purchase price.

        Copies of the appraisal report of RP Financial, including any amendments to the report, and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are

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available for inspection at our main office and the other locations specified under "Where You Can Find More Information."

Delivery of Certificates

        Certificates representing the common stock sold in the offering will be mailed by our transfer agent to the persons whose subscriptions or orders are filled at the addresses of such persons appearing on the stock order form as soon as practicable following completion of the offering. We will hold certificates returned as undeliverable until claimed by the persons legally entitled to the certificates or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, subscribers may not be able to sell their shares, even though trading of the common stock may have commenced.

Restrictions on Transfer of Shares After the Conversion Applicable to Officers and Directors

        Common stock purchased in the offering will be freely transferable, except for shares purchased by our directors and executive officers.

        Shares of common stock purchased by our directors and officers may not be sold for a period of one year following the offering, except upon the death or substantial disability, as determined by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation, of the stockholder or upon the written approval of the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. Shares purchased by these persons in the open market after the offering will be free of this restriction. Shares of common stock issued to directors and officers will bear a legend giving appropriate notice of the restriction and, in addition, we will give appropriate instructions to our transfer agent with respect to the restriction on transfers. Any shares issued to directors and officers as a stock dividend, stock split or otherwise with respect to restricted common stock will be similarly restricted.

        Persons affiliated with us, including our directors and executive officers, received subscription rights based only on their deposits with Meetinghouse Bank as account holders. Any purchases made by persons affiliated with us for the explicit purpose of meeting the minimum of the offering must be made for investment purposes only, and not with a view towards redistribution. Furthermore, as set forth above, applicable banking regulations restrict sales of common stock purchased in the offering by directors and executive officers for a period of one year following the offering.

        We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, for the registration of the common stock to be issued in the offering. This registration does not cover the resale of the shares. Shares of common stock purchased by persons who are not affiliates of us may be resold without registration. Shares purchased by an affiliate of us will have resale restrictions under Rule 144 of the Securities Act. If we meet the current public information requirements of Rule 144, each affiliate of ours who complies with the other conditions of Rule 144, including those that require the affiliate's sale to be aggregated with those of certain other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of our outstanding shares or the average weekly volume of trading in the shares during the preceding four calendar weeks. We may make future provision to permit affiliates to have their shares registered for sale under the Securities Act under certain circumstances.

Interpretation and Amendment

        To the extent permitted by law, all interpretations by us of the plan of conversion will be final; however, such interpretations have no binding effect on the Massachusetts Commissioner of Banks or Federal Deposit Insurance Corporation. The plan of conversion provides that, if deemed necessary or desirable, we may substantively amend the plan of conversion as a result of comments from regulatory authorities or otherwise.

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Restrictions on the Acquisition of Meetinghouse Bancorp

General

        Certain provisions in the articles of incorporation and bylaws of Meetinghouse Bancorp may have antitakeover effects. In addition, regulatory restrictions may make it more difficult for persons or companies to acquire control of us.

Antitakeover Effects of Articles of Incorporation and Bylaws of Meetinghouse Bancorp

        Although our board of directors is not aware of any effort that might be made to obtain control of us after the offering, the board of directors believed it appropriate to adopt certain provisions permitted by federal and state regulations that may have the effect of deterring a future takeover attempt that is not approved by our board of directors. The following description of these provisions is only a summary and does not provide all of the information contained in our articles of incorporation and bylaws. See "Where You Can Find More Information" as to where to obtain a copy of these documents.

        Limitation on Voting Rights.    Our articles of incorporation provide that in no event will any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of common stock, be entitled, or permitted to any vote in respect of the shares held in excess of the limit. This limitation does not apply to any director or officer acting solely in their capacities as directors and officers, or any employee benefit plans of Meetinghouse Bancorp or any subsidiary or a trustee of a plan.

Board of Directors.

        Classified Board.    Our board of directors is divided into three classes as nearly as equal in number as possible. The stockholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Meetinghouse Bancorp.

        Filling of Vacancies; Removal.    Our bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled only by a vote of a majority of the directors then in office. A person elected to fill a vacancy on the board of directors will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor shall have been elected and qualified. Our bylaws provide that a director may be removed from the board of directors before the expiration of his or her term only for cause and only upon the vote of a majority of the shares entitled to vote in the election of directors. These provisions make it more difficult for stockholders to remove directors and replace them with their own nominees.

        Qualification.    Our bylaws provide that to be eligible to serve on the board of directors a person must not: (1) be under indictment for, or ever have been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) be a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. These provisions contained in our bylaws may prevent

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stockholders from nominating themselves or persons of their choosing for election to the board of directors.

        Elimination of Cumulative Voting.    Our articles of incorporation provide that no shares will be entitled to cumulative voting. The elimination of cumulative voting makes it more difficult for a stockholder group to elect a director nominee.

        Special Meetings of Stockholders.    Our stockholders must act only through an annual or special meeting. Special meetings of stockholders may only be called by the Chairman, the President, by two-thirds of the total number of directors or by the Secretary upon the written request of the holders of a majority of all the shares entitled to vote at a meeting. The limitations on the calling of special meetings of stockholders may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

        Amendment of Articles of Incorporation.    Our articles of incorporation provide that certain amendments to our articles of incorporation relating to a change in control of us must be approved by at least 75% of the outstanding shares entitled to vote.

        Amendment of Bylaws.    Our articles of incorporation provide that our bylaws may not be adopted, repealed, altered, amended or rescinded by stockholders except by the affirmative vote of the holders of at least 75% of the voting stock.

        Advance Notice Provisions for Stockholder Nominations and Proposals.    Our bylaws establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. A person may not be nominated for election as a director unless that person is nominated by or at the direction of our board of directors or by a stockholder who has given appropriate notice to us before the meeting. Similarly, a stockholder may not bring business before an annual meeting unless the stockholder has given us appropriate notice of the stockholder's intention to bring that business before the meeting. Our Secretary must receive notice of the nomination or proposal not less than 90 days before the date of the annual meeting; provided, however, that if less than 100 days' notice of prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder who desires to raise new business must provide us with certain information concerning the nature of the new business, the stockholder, the stockholder's ownership of Meetinghouse Bancorp and the stockholder's interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide us with certain information concerning the nominee and the proposing stockholder.

        Advance notice of nominations or proposed business by stockholders gives our board of directors time to consider the qualifications of the proposed nominees, the merits of the proposals and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about those matters.

        Authorized but Unissued Shares of Capital Stock.    Following the offering, we will have authorized but unissued shares of common and preferred stock. Our articles of incorporation authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates, and liquidation preferences. Such shares of common and preferred stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

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Regulatory Restrictions

        Maryland Corporate Law and Business Combinations with Interested Stockholders.    Under Maryland law, "business combinations" between Meetinghouse Bancorp and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock issuances and transfers, liquidation plans and reclassifications involving interested stockholders and their affiliates or issuance or reclassification of equity securities. Maryland law defines an interested stockholder as: (1) any person who beneficially owns 10% or more of the voting power of Meetinghouse Bancorp's voting stock after the date on which Meetinghouse Bancorp had 100 or more beneficial owners of its stock; or (2) an affiliate or associate of Meetinghouse Bancorp at any time after the date on which Meetinghouse Bancorp had 100 or more beneficial owners of its stock who, within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of Meetinghouse Bancorp. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

        After the five-year prohibition, any business combination between Meetinghouse Bancorp and an interested stockholder generally must be recommended by the board of directors of Meetinghouse Bancorp and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of Meetinghouse Bancorp and (2) two-thirds of the votes entitled to be cast by holders of voting stock of Meetinghouse Bancorp other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if Meetinghouse Bancorp's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

        Change in Bank Control Act.    Federal law provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a bank holding company unless the Federal Reserve Board has been given 60 days prior written notice. For this purpose, the term "control" means the acquisition of the ownership, control or holding of the power to vote 25% or more of any class of a bank holding company's voting stock, and the term "person" includes an individual, corporation, partnership, and various other entities. In addition, a person is presumed to acquire control if the person acquires the ownership, control or holding of the power to vote of 10% or more of any class of the holding company's voting stock if specified factors are present, such as having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, which will be the case with Meetinghouse Bancorp.

        Accordingly, the filing of a notice with the Federal Reserve Board would be required before any person could acquire 10% or more of the common stock of Meetinghouse Bancorp, unless the individual files a rebuttal of control that is accepted by the Federal Reserve Board. The statute and underlying regulations authorize the Federal Reserve Board to disapprove a proposed acquisition on certain specified grounds.

        Bank Holding Company Act.    Federal law provides that no company may acquire control of a bank directly or indirectly without the prior approval of the Federal Reserve Board. Any company that acquires control of a bank becomes a "bank holding company" subject to registration, examination and regulation by the Federal Reserve Board. Pursuant to federal regulations, the term "company" is defined to include banks, corporations, partnerships, associations, and certain trusts and other entities,

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and "control" of a bank is deemed to exist if a company has voting control, directly or indirectly of at least 25% of any class of a bank's voting stock, and may be found to exist if a company controls in any manner the election of a majority of the directors of the bank or has the power to exercise a controlling influence over the management or policies of the bank. In addition, a bank holding company must obtain Federal Reserve Board approval before acquiring voting control of more than 5% of any class of voting stock of a bank or another bank holding company. An acquisition of control of a bank that requires the prior approval of the Federal Reserve Board under the Bank Holding Company Act is not subject to the notice requirements of the Change in Bank Control Act.

        Accordingly, the prior approval of the Federal Reserve Board under the Bank Holding Company Act would be required:

•

before any bank holding company could acquire 5% or more of the common stock of Meetinghouse Bancorp; and

•

before any other company could acquire 25% or more of the common stock of Meetinghouse Bancorp.

        Restrictions applicable to the operations of bank holding companies may also deter companies from seeking to obtain control of Meetinghouse Bancorp. See "Regulation and Supervision."

        Massachusetts Banking Law.    Under Massachusetts banking laws, a company owning or controlling two or more banking institutions, including a cooperative bank, is regulated as a bank holding company. Each Massachusetts bank holding company: (i) must obtain the approval of the Massachusetts Board of Bank Incorporation before engaging in certain transactions, such as the acquisition of more than 5% of the voting stock of another banking institution; (ii) must register, and file reports, with the Massachusetts Division of Banks; and (iii) is subject to examination by the Massachusetts Division of Banks. Meetinghouse Bancorp would become a Massachusetts bank holding company if it acquires a second banking institution and holds and operates it separately from Meetinghouse Bank.

        In addition, for a period of three years following completion of a conversion to stock form, no person may directly or indirectly offer to acquire or acquire beneficial ownership of more than 10% of any class of equity security of a converting mutual cooperative bank without prior written approval of the Massachusetts Commissioner of Banks.

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Description of Meetinghouse Bancorp Capital Stock

The common stock of Meetinghouse Bancorp will represent nonwithdrawable capital, will not be an account of any type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency or by the Share Insurance Fund.

General

        Meetinghouse Bancorp is authorized to issue 5,000,000 shares of common stock having a par value of $.01 per share and 500,000 shares of preferred stock having a par value of $.01 per share. Each share of Meetinghouse Bancorp's common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, as required by the plan of conversion, all stock will be duly authorized, fully paid and nonassessable. Meetinghouse Bancorp will not issue any shares of preferred stock in the conversion.

Common Stock

        Dividends.    Meetinghouse Bancorp cannot pay dividends on its common stock if, after giving effect to the distribution, it would be unable to pay its indebtedness as the indebtedness comes due in the usual course of business or its total assets exceed the sum of its liabilities and the amount needed, if Meetinghouse Bancorp were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any holders of capital stock who have a preference upon dissolution. The holders of common stock of Meetinghouse Bancorp will be entitled to receive and share equally in dividends as may be declared by the board of directors of Meetinghouse Bancorp out of funds legally available for dividends. If Meetinghouse Bancorp issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends. See "Our Dividend Policy" and "Regulation and Supervision."

        Voting Rights.    After the conversion, the holders of common stock of Meetinghouse Bancorp will possess exclusive voting rights in Meetinghouse Bancorp. They will elect Meetinghouse Bancorp's board of directors and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the board of directors. Except as discussed under "Restrictions on the Acquisition of Meetinghouse Bancorp—Antitakeover Effects of Articles of Incorporation and Bylaws of Meetinghouse Bancorp—Limitations on 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 Meetinghouse Bancorp issues preferred stock, holders of Meetinghouse Bancorp preferred stock may also possess voting rights.

        Liquidation.    If there is any liquidation, dissolution or winding up of Meetinghouse Bank, Meetinghouse Bancorp, as the sole holder of Meetinghouse Bank's capital stock, would be entitled to receive all of Meetinghouse Bank's assets available for distribution after payment or provision for payment of all debts and liabilities of Meetinghouse Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of Meetinghouse Bancorp, the holders of its common stock would be entitled to receive all of the assets of Meetinghouse Bancorp available for distribution after payment or provision for payment of all its debts and liabilities. If Meetinghouse Bancorp issues preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.

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        Preemptive Rights; Redemption.    Holders of the common stock of Meetinghouse Bancorp will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock cannot be redeemed.

Preferred Stock

        Meetinghouse Bancorp will not issue any preferred stock in the conversion and it has no current plans to issue any preferred stock after the conversion. Preferred stock may be issued with designations, powers, preferences and rights as the board of directors may from time to time determine. The board of directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock will be                        ,            ,             .

Registration Requirements

        We have registered our common stock to be issued in the offering with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended, and will not deregister our common stock for a period of at least three years following the offering. As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

Legal and Tax Opinions

        The legality of our common stock has been passed upon for us by Kilpatrick Townsend & Stockton LLP, Washington, D.C. The federal tax consequences of the conversion have been opined upon by Kilpatrick Townsend & Stockton LLP. Kilpatrick Townsend & Stockton LLP has consented to the references to its opinions in this prospectus. Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Hinckley, Allen & Snyder LLP, Hartford, Connecticut.

Experts

        The consolidated balance sheets of Meetinghouse Bank and Subsidiary as of September 30, 2011 and 2010, and the related consolidated statements of income, changes in equity and cash flows for the years ended September 30, 2011 and 2010, included in this prospectus and in the registration statement have been so included in reliance upon the report of Shatswell, MacLeod & Company, P.C., an independent registered public accounting firm, appearing elsewhere in this prospectus and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

        RP Financial has consented to the summary in this prospectus of its report to 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.

Where You Can Find More Information

        We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock offered for sale in the stock offering. This prospectus forms a part of the registration statement. The registration statement, including the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this prospectus. You may read and copy the registration

111

statement at the Securities and Exchange Commission's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission's public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the Securities and Exchange Commission at http://www.sec.gov.

        Meetinghouse Bank has filed an application for approval of the plan of conversion with the Massachusetts Division of Banks an a notice of the plan of conversion with the Federal Deposit Insurance Corporation. Meetinghouse Bancorp has filed a bank holding company application with the Federal Reserve Bank of Boston. This prospectus omits certain information contained in those applications and notices. The application may be inspected, without charge, at the offices of the Massachusetts Commissioner of Banks, 1000 Washington Street, 10^th Floor, Boston, Massachusetts, and the notice may be inspected, without charge, at the offices of the Regional Director of the Federal Deposit Insurance Corporation, 15 Braintree Hill Office Park, Braintree, Massachusetts. The bank holding company application is available on an expedited basis from the Federal Reserve Bank of Boston, P. O. Box 55882, Boston, Massachusetts 02205.

        A copy of the plan of conversion and Meetinghouse Bancorp's articles of incorporation and bylaws are available without charge from Meetinghouse Bank and at its main office.

        The appraisal report of RP Financial has been filed as an exhibit to our registration statement, to our application to the Massachusetts Commissioner of Banks, and to the notice to the Federal Deposit Insurance Corporation. Portions of the appraisal report were filed electronically with the Securities and Exchange Commission and are available on its website at http://www.sec.gov. The entire appraisal report is available at the public reference room of the Securities and Exchange Commission and the offices of the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks as described above.

112

Index to Consolidated Financial Statements
of Meetinghouse Bank and Subsidiary

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2011 (unaudited) and September 30, 2011 and 2010	F-2
Consolidated Statements of Income for the Three Months Ended December 31, 2011 and 2010 (unaudited) and the Years Ended September 30, 2011 and 2010	F-3
Consolidated Statements of Changes in Equity for the Three Months Ended December 31, 2011 (unaudited) and the Years Ended September 30, 2011 and 2010	F-4
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2011 and 2010 (unaudited) and the Years Ended September 30, 2011 and 2010	F-5
Notes to Consolidated Financial Statements	F-6

* * * *

        All schedules are omitted as the required information either is not applicable or is included in the consolidated financial statements or related notes. Separate financial statements for Meetinghouse Bancorp have not been included in this prospectus because Meetinghouse Bancorp has engaged only in organizational activities to date and has no significant assets, contingent or other liabilities, revenues or expenses.

The Audit Committee
Meetinghouse Bank
Dorchester, Massachusetts

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We have audited the accompanying consolidated balance sheets of Meetinghouse Bank and Subsidiary as of September 30, 2011 and 2010 and the related consolidated statements of income, changes in equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Bank's management. 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 consolidated financial statements are free of material misstatement. The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of Meetinghouse Bank and Subsidiary as of September 30, 2011 and 2010, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

SHATSWELL, MacLEOD & COMPANY, P.C.

West Peabody, Massachusetts
November 17, 2011

F-1

MEETINGHOUSE BANK AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

			September 30,
	December 31, 2011
			2011		2010
	(unaudited)
ASSETS
Cash and due from banks	$	2,588,159	$	2,379,311	$	3,567,800
Federal funds sold		4,360,000		222,000		0
Interest-bearing demand deposits with other banks		6,039,944		5,911,618		38,823
Cash and cash equivalents		12,988,103		8,512,929		3,606,623
Interest-bearing time deposits in other banks		1,646,000		1,646,000		650,000
Investments in available-for-sale securities (at fair value)		5,613,056		6,110,844		7,157,051
Federal Home Loan Bank stock, at cost		527,300		527,300		527,300
Loans held-for-sale		3,436,395		4,425,505		6,919,024
Loans, net of allowance for loan losses of $330,424 as of December 31, 2011 (unaudited), $315,506 as of September 30, 2011 and $326,281 as of September 30, 2010		41,835,379		42,375,521		43,555,401
Premises and equipment, net		1,168,318		1,177,116		939,940
Other real estate owned		500,126		500,126		0
Cooperative Central Bank deposit		426,950		426,950		426,950
Net deferred tax asset		0		0		72,950
Accrued interest receivable		163,920		182,006		206,930
Other assets		357,854		318,744		292,224
Total assets	$	68,663,401	$	66,203,041	$	64,354,393
LIABILITIES AND EQUITY
Deposits:
Noninterest-bearing	$	10,710,169	$	10,019,519	$	8,829,707
Interest-bearing		52,521,714		50,733,730		49,113,393
Total deposits		63,231,883		60,753,249		57,943,100
Federal Home Loan Bank advances		0		0		1,301,747
Net deferred tax liability		119,703		91,744		0
Other liabilities		79,082		192,923		236,567
Total liabilities		63,430,668		61,037,916		59,481,414
Equity:
Surplus		5,093,980		4,983,275		4,690,284
Accumulated other comprehensive income		138,753		181,850		182,695
Total equity		5,232,733		5,165,125		4,872,979
Total liabilities and equity	$	68,663,401	$	66,203,041	$	64,354,393

The accompanying notes are an integral part of these consolidated financial statements.

F-2

MEETINGHOUSE BANK AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended December 31,					Years Ended September 30,
	2011		2010			2011			2010
	(unaudited)
Interest and dividend income:
Interest and fees on loans	$	605,719	$	654,043		$	2,450,763		$	2,572,307
Interest and dividends on securities		86,862		87,368			277,471			340,378
Other interest		2,507		1,090			9,915			3,630
Total interest and dividend income		695,088		742,501			2,738,149			2,916,315
Interest expense:
Interest on deposits		158,747		177,189			651,538			863,667
Interest on Federal Home Loan Bank advances		0		2,222			8,495			28,533
Total interest expense		158,747		179,411			660,033			892,200
Net interest and dividend income		536,341		563,090			2,078,116			2,024,115
Provision (benefit) for loan losses		14,918		(11,737	)		(10,775	)		18,091
Net interest and dividend income after provision (benefit) for loan losses		521,423		574,827			2,088,891			2,006,024
Noninterest income:
Gain on secondary market activities		194,537		270,579			524,712			255,269
Customer service fees		74,341		66,725			294,141			289,471
Other income		7,660		14,270			46,392			37,930
Total noninterest income		276,538		351,574			865,245			582,670
Noninterest expense:
Salaries and employee benefits		361,462		313,994			1,372,378			1,083,990
Occupancy and equipment expense		53,888		51,211			229,181			200,212
Professional fees		45,744		83,277			249,109			201,776
Data processing		52,185		46,438			188,113			173,587
Deposit insurance expense		12,273		26,574			66,800			99,945
Advertising		9,264		9,692			37,918			58,684
Supplies		11,149		13,617			42,419			46,689
Other real estate owned expense (income)		5,735		(5,437	)		40,224			597
Other expense		60,006		69,078			237,888			198,999
Total noninterest expense		611,706		608,444			2,464,030			2,064,479
Income before income tax expense		186,255		317,957			490,106			524,215
Income tax expense		75,550		128,251			197,115			208,078
Net income	$	110,705	$	189,706		$	292,991		$	316,137

The accompanying notes are an integral part of these consolidated financial statements.

F-3

MEETINGHOUSE BANK AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended December 31, 2011 (unaudited)
and the Years Ended September 30, 2011 and 2010

	Surplus		Accumulated Other Comprehensive Income			Total
Balance, September 30, 2009	$	4,374,147	$	101,214		$	4,475,361
Comprehensive income:
Net income		316,137		0			0
Net change in unrealized holding gain on available-for-sale securities, net of tax effect		0		81,481			0
Comprehensive income		0		0			397,618
Balance, September 30, 2010		4,690,284		182,695			4,872,979
Comprehensive income:
Net income		292,991		0			0
Net change in unrealized holding gain on available-for-sale securities, net of tax effect		0		(845	)		0
Comprehensive income		0		0			292,146
Balance, September 30, 2011		4,983,275		181,850			5,165,125
Comprehensive income:
Net income		110,705		0			0
Net change in unrealized holding gain on available-for-sale securities, net of tax effect		0		(43,097	)		0
Comprehensive income		0		0			67,608
Balance, December 31, 2011 (unaudited)	$	5,093,980	$	138,753		$	5,232,733

        Reclassification disclosure:

	Three Months Ended December 31,						Years Ended September 30,
	2011			2010			2011			2010
	(unaudited)
Net unrealized holding (losses) gains on available-for-sale securities	$	(72,862	)	$	(52,456	)	$	3,995		$	132,812
Other comprehensive (loss) income before income tax effect		(72,862	)		(52,456	)		3,995			132,812
Income tax benefit (expense)		29,765			18,998			(4,840	)		(51,331	)
Other comprehensive (loss) income, net of tax	$	(43,097	)	$	(33,458	)	$	(845	)	$	81,481

        Accumulated other comprehensive income as of December 31, 2011 (unaudited), September 30, 2011 and 2010 consists of net unrealized holding gains on available-for-sale securities, net of taxes.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

MEETINGHOUSE BANK AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended December 31,						Years Ended September 30,
	2011			2010			2011			2010
	(unaudited)
Cash flows from operating activities:
Net income	$	110,705		$	189,706		$	292,991		$	316,137
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of securities, net		9,196			13,416			41,159			49,740
Provision (benefit) for loan losses		14,918			(11,737	)		(10,775	)		18,091
Change in deferred loan costs, net		7,707			2,634			6,392			12,989
Loans originated for sale		(27,461,783	)		(32,500,835	)		(63,423,249	)		(55,414,812	)
Proceeds from sale of loans		28,645,430			36,129,881			66,441,480			48,751,057
Gain on loans sold		(194,537	)		(270,579	)		(524,712	)		(255,269	)
Depreciation and amortization		20,074			14,826			69,967			56,388
Decrease in accrued interest receivable		18,086			8,471			24,924			11,243
(Increase) decrease in other assets		(43,040	)		38,391			(14,205	)		(229,856	)
Deferred tax expense		57,724			100,758			159,854			158,728
(Decrease) increase in accrued expenses and other liabilities		(113,841	)		(78,405	)		(43,644	)		54,958
Net cash provided by (used in) operating activities		1,070,639			3,636,527			3,020,182			(6,470,606	)
Cash flows from investing activities:
Purchases of interest-bearing time deposits in other banks		0			0			(996,000	)		(400,000	)
Purchases of available-for-sale securities		0			0			(883,040	)		(1,164,531	)
Proceeds from maturities of available-for-sale securities		415,730			733,384			1,892,083			2,346,816
Loan originations and principal collections, net		517,517			526,068			684,137			(1,277,226	)
Capital expenditures		(7,346	)		(136,611	)		(319,458	)		(116,622	)
Net cash provided by (used in) investing activities		925,901			1,122,841			377,722			(611,563	)
Cash flows from financing activities:
Net increase in demand deposits, NOW and savings accounts		656,613			318,135			2,160,497			1,782,250
Net increase (decrease) in time deposits		1,822,021			(1,583,495	)		649,652			1,204,635
Advances received from Federal Home Loan Bank		0			1,000,000			1,000,000			0
Repayments of Federal Home Loan Bank advances		0			(64,330	)		(1,216,747	)		(2,251,454	)
Net change in short-term advances		0			(1,085,000	)		(1,085,000	)		1,085,000
Net cash provided by (used in) financing activities		2,478,634			(1,414,690	)		1,508,402			1,820,431
Net increase (decrease) in cash and cash equivalents		4,475,174			3,344,678			4,906,306			(5,261,738	)
Cash and cash equivalents at beginning of period		8,512,929			3,606,623			3,606,623			8,868,361
Cash and cash equivalents at end of period	$	12,988,103		$	6,951,301		$	8,512,929		$	3,606,623
Supplemental disclosures:
Loans transferred to other real estate owned	$	0		$	500,126		$	500,126		$	0
Interest paid		158,580			178,797			660,594			899,935
Income taxes paid		11,956			27,493			89,418			29,580

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 1—NATURE OF OPERATIONS

        Meetinghouse Bank (the "Bank") is headquartered in Dorchester, Massachusetts. The Bank is engaged principally in the business of attracting deposits from the general public and investing those deposits in residential and commercial real estate loans, construction loans, and in consumer and small business loans.

NOTE 2—ACCOUNTING POLICIES

        The accounting and reporting policies of the Bank conform to accounting principles generally accepted in the United States of America and predominant practices within the banking industry. The consolidated financial statements are prepared using the accrual basis of accounting. The significant accounting policies are summarized below to assist the reader in better understanding the consolidated financial statements and other data contained herein.

USE OF ESTIMATES:

        The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

BASIS OF PRESENTATION:

        The accompanying consolidated financial statements include the accounts of Meetinghouse Bank and the Bank's wholly-owned subsidiary, Meetinghouse Securities Corporation, which was established solely for the purpose of acquiring and holding investments permissible for banks to hold under Massachusetts law. All significant intercompany accounts and transactions have been eliminated in the consolidation.

CASH AND CASH EQUIVALENTS:

        For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items, due from banks, interest-bearing demand deposits with other banks and federal funds sold.

SECURITIES:

        Investments in debt securities are adjusted for amortization of premiums and accretion of discounts computed utilizing the interest method. Gains or losses on sales of investment securities are computed on a specific identification basis.

        The Bank classifies debt and equity securities into one of three categories: held-to-maturity, available-for-sale, or trading. These security classifications may be modified after acquisition only under certain specified conditions. In general, securities may be classified as held-to-maturity only if the Bank has the positive intent and ability to hold them to maturity. Trading securities are defined as those

F-6

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

bought and held principally for the purpose of selling them in the near term. All other securities must be classified as available-for-sale.

•

Held-to-maturity securities are measured at amortized cost in the consolidated balance sheets. Unrealized holding gains and losses are not included in earnings or in a separate component of equity. They are merely disclosed in the notes to the consolidated financial statements.

•

Available-for-sale securities are carried at fair value on the consolidated balance sheets. Unrealized holding gains and losses are not included in earnings, but are reported as a net amount (less expected tax) in a separate component of equity until realized.

•

Trading securities are carried at fair value on the consolidated balance sheets. Unrealized holding gains and losses for trading securities are included in earnings.

        For any debt security with a fair value less than its amortized cost basis, the Bank will determine whether it has the intent to sell the debt security or whether it is more likely than not it will be required to sell the debt security before the recovery of its amortized cost basis. If either condition is met, the Bank will recognize a full impairment charge to earnings. For all other debt securities that are considered other-than-temporarily impaired and do not meet either condition, the credit loss portion of impairment will be recognized in earnings as realized losses. The other-than-temporary impairment related to all other factors will be recorded in other comprehensive income.

        Declines in marketable equity securities below their cost that are deemed other than temporary are reflected in earnings as realized losses.

        As a member of the Federal Home Loan Bank (FHLB), the Bank is required to invest in $100 par value stock of the FHLB. The FHLB capital structure mandates that members must own stock as determined by their Total Stock Investment Requirement which is the sum of a member's Membership Stock Investment Requirement and Activity-Based Stock Investment Requirement. The Membership Stock Investment Requirement is calculated as 0.35% of member's Stock Investment Base, subject to a minimum investment of $10,000 and a maximum investment of $25,000,000. The Stock Investment Base is an amount calculated based on certain assets held by a member that are reflected on call reports submitted to applicable regulatory authorities. The Activity-Based Stock Investment Requirement is calculated as 4.5% of a member's outstanding principal balances of FHLB advances plus a percentage of advance commitments, 4.5% of standby letters of credit issued by the FHLB and 4.5% of the value of intermediated derivative contracts. Management evaluates the Bank's investment in FHLB of Boston stock for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditions warrant such evaluation. Based on its most recent analysis of the FHLB of Boston as of September 30, 2011 and December 31, 2011 (unaudited), management deems its investment in FHLB of Boston stock to be not other-than-temporarily impaired.

        On December 8, 2008, the Federal Home Loan Bank of Boston announced a moratorium on the repurchase of excess stock held by its members. The moratorium will remain in effect indefinitely.

F-7

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

LOANS HELD-FOR-SALE:

        Loans held-for-sale are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income.

LOANS:

        Loans receivable that management has the intent and ability to hold until maturity or payoff are reported at their outstanding principal balances adjusted for amounts due to borrowers on unadvanced loans, any charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans.

        Interest on loans is recognized on a simple interest basis.

        Loan origination and commitment fees and certain direct origination costs are deferred, and the net amount amortized as an adjustment of the related loan's yield. The Bank is amortizing these amounts over the contractual life of the related loans.

        Residential real estate loans are generally placed on nonaccrual when reaching 90 days past due or in process of foreclosure. All closed-end consumer loans 90 days or more past due and any equity line in the process of foreclosure are placed on nonaccrual status. Secured consumer loans are written down to realizable value and unsecured consumer loans are charged-off upon reaching 120 or 180 days past due depending on the type of loan. Commercial real estate loans and commercial business loans and leases which are 90 days or more past due are placed on nonaccrual status, unless secured by sufficient cash or other assets immediately convertible to cash. When a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on loans. A loan can be returned to accrual status when collectibility of principal is reasonably assured and the loan has performed for a period of time, generally six months.

        Cash receipts of interest income on impaired loans are credited to principal to the extent necessary to eliminate doubt as to the collectibility of the net carrying amount of the loan. Some or all of the cash receipts of interest income on impaired loans is recognized as interest income if the remaining net carrying amount of the loan is deemed to be fully collectible. When recognition of interest income on an impaired loan on a cash basis is appropriate, the amount of income that is recognized is limited to that which would have been accrued on the net carrying amount of the loan at the contractual interest rate. Any cash interest payments received in excess of the limit and not applied to reduce the net carrying amount of the loan are recorded as recoveries of charge-offs until the charge-offs are fully recovered.

ALLOWANCE FOR LOAN LOSSES:

        The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

F-8

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

        The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

        The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: owner and non-owner occupied residential real estate, Home Equity, Multifamily commercial real estate, construction, commercial and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions. There were no changes in the Bank's policies or methodology pertaining to the general component of the allowance for loan losses during 2011.

        The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

        Residential real estate:    Residential real estate includes owner and non-owner occupied and home equity loan segment. The Bank originates most of the loans in this segment according to FNMA/FHLMC underwriting guidelines. Most loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. There are some non-owner occupied residential real estate with multiple investment properties that are evaluated as commercial real estate property.

        Commercial real estate:    Commercial real estate includes multi-family and certain non-owner occupied residential real estate. Loans in this segment are primarily income-producing properties throughout Massachusetts. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management periodically obtains rent rolls and continually monitors the cash flows of these loans.

        Construction loans:    Loans in this segment primarily include speculative real estate development loans for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

        Commercial loans:    Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

F-9

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

        Consumer loans:    Loans in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower.

        The allocated component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis for commercial, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

        A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

        The Bank periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring ("TDR"). All TDRs are classified as impaired.

        An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

PREMISES AND EQUIPMENT:

        Premises and equipment are stated at cost, less accumulated depreciation and amortization. Cost and related allowances for depreciation and amortization of premises and equipment retired or otherwise disposed of are removed from the respective accounts with any gain or loss included in income or expense. Depreciation and amortization are calculated principally on a straight-line basis over the estimated useful lives of the assets.

OTHER REAL ESTATE OWNED AND IN-SUBSTANCE FORECLOSURES:

        Other real estate owned includes properties acquired through foreclosure and properties classified as in-substance foreclosures in accordance with ASC 310-40, "Receivables-Troubled Debt Restructuring by Creditors." These properties are carried at the estimated fair value, less estimated selling costs. Any writedown from cost to estimated fair value required at the time of foreclosure or classification as

F-10

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

in-substance foreclosure is charged to the allowance for loan losses. Expenses incurred in connection with maintaining these assets, subsequent writedowns and gains or losses recognized upon sale are included in other expense.

        In accordance with ASC 310-10-35, "Receivables-Overall-Subsequent Measurements," the Bank classifies loans as in-substance repossessed or foreclosed if the Bank receives physical possession of the debtor's assets regardless of whether formal foreclosure proceedings take place.

ADVERTISING:

        The Bank directly expenses costs associated with advertising as they are incurred.

INCOME TAXES:

        The Bank recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Bank's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled.

FAIR VALUES OF FINANCIAL INSTRUMENTS:

        ASC 825, "Financial Instruments," requires that the Bank disclose estimated fair value for its financial instruments. Fair value methods and assumptions used by the Bank in estimating its fair value disclosures are as follows:

        Cash and cash equivalents:    The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets' fair values.

        Interest-bearing time deposits with other banks:    Fair values of interest-bearing time deposits with other banks are estimated using discounted cash flow analyses based on current rates for similar types of deposits.

        Securities (including mortgage-backed securities):    Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

        Loans held-for-sale:    Fair values of loans held-for-sale are estimated based on outstanding investor commitments or, in the absence of such commitments, are based on current investor yield requirements.

        Loans receivable:    For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

        Accrued interest receivable:    The carrying amounts of accrued interest receivable approximate their fair values.

F-11

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

        Deposit liabilities:    The fair values disclosed for demand deposits (e.g., interest and non-interest 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 certificate accounts are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on certificate accounts.

        Off-balance sheet instruments:    The fair value of commitments to originate loans is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments and the unadvanced portion of loans, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.

RECENT ACCOUNTING PRONOUNCEMENTS:

        In January 2010, the Financial Accounting Standards Board (FASB) issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements." The ASU requires disclosing the amounts of significant transfers in and out of Level 1 and 2 of the fair value hierarchy and describing the reasons for the transfers. The disclosures are effective for reporting periods beginning after December 15, 2009. The Bank adopted ASU 2010-06 as of October 1, 2010. The required disclosures are included in Note 10. Additionally, disclosures of the gross purchases, sales, issuances and settlements activity in the Level 3 of the fair value measurement hierarchy will be required for fiscal years beginning after December 15, 2010. The adoption of this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

        In July 2010, the FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses." This ASU is created to provide financial statement users with greater transparency about an entity's allowance for credit losses and the credit quality of its financing receivables. This ASU is intended to provide additional information to assist financial statement users in assessing the entity's credit risk exposures and evaluating the adequacy of its allowance for credit losses. The amendments in this ASU are effective for public entities as of the end of a reporting period for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011. The Bank adopted this ASU effective September 30, 2011. Refer to Note 4—Loans.

        In December 2010, the FASB issued ASU 2010-28, "Intangibles—Goodwill and Other." This ASU addresses when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods beginning after December 15, 2010. For nonpublic entities, the amendments are effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of

F-12

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

        In December 2010, the FASB issued ASU 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations." This ASU addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. This ASU is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

        In April 2011, the FASB issued ASU 2011-02, "A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring." This ASU provides additional guidance or clarification to help creditors determine whether a restructuring constitutes a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011 and should be applied retrospectively to the beginning of the annual period of adoption. Additional disclosures are also required under this ASU. The Bank adopted this ASU effective July 1, 2011. During the year ending September 30, 2011 and the quarter ended December 31, 2011 (unaudited) the Bank did not restructure any loans that constituted a troubled debt restructuring.

        In April 2011, the FASB issued ASU 2011-03, "Reconsideration of Effective Control for Repurchase Agreements." The objective of this ASU is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Early adoption is not permitted. The adoption of this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

        In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards." The amendments in this ASU explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

F-13

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

        In June 2011, the FASB issued ASU 2011-05, "Presentation of Comprehensive Income." The objective of this ASU is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Under this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. An entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. An entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The adoption of this ASU is not expected to have a material impact on the Bank's financial position, results of operations or cash flows.

        In September 2011, the FASB issued ASU 2011-08, "Intangibles—Goodwill and Other", an update to ASC 350, "Intangibles—Goodwill and Other." ASU 2011-08 simplifies how entities, both public and nonpublic, test goodwill for impairment. The amendments in this update permit an entity to first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. For public and nonpublic entities, the amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the Bank's results of operations or financial position.

        In September 2011, the FASB issued ASU 2011-09, "Disclosures About an Employer's Participation in a Multiemployer Plan," which amends ASC 715-80, "Compensation—Retirement Benefits—Multiemployer Plans," and requires additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. This objective of this ASU is to help users of financial statements assess the potential future cash flow implications relating to an employer's participation in multiemployer pension plans. The disclosures also will indicate the financial health of all of the significant plans in which the employer participates and assist a financial statement user to access additional information that is available outside the financial statements. For public entities, the amendments in this ASU are effective for fiscal years ending after December 15, 2011, with early adoption permitted. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, with early adoption permitted. The amendments should be applied retrospectively for all prior periods presented. The adoption of this guidance did not have an impact on the Bank's results of operations or financial position.

F-14

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 2—ACCOUNTING POLICIES (Continued)

        In December 2011, the FASB issued ASU 2011-11, "Disclosures about Offsetting Assets and Liabilities." The purpose of this ASU is to enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendments in this ASU are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Bank does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

        In December 2011, the FASB issued ASU 2011-12, "Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." The amendments in this update defer those changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. All other requirements in ASU 2011-05 are not affected by this update. The amendments are effective for public entities during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for interim and annual periods ending after December 15, 2012. The Bank does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements.

NOTE 3—INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

        Debt securities have been classified in the consolidated balance sheets according to management's intent. The amortized cost of securities and their approximate fair values are as follows as of September 30:

	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
December 31, 2011 (unaudited):
Corporate debt securities	$	300,000	$	4,791	$	0	$	304,791
Mortgage-backed securities		5,085,430		224,349		1,514		5,308,265
	$	5,385,430	$	229,140	$	1,514	$	5,613,056
September 30, 2011:
Corporate debt securities	$	300,000	$	26,700	$	0	$	326,700
Mortgage-backed securities		5,510,356		273,788		0		5,784,144
	$	5,810,356	$	300,488	$	0	$	6,110,844
September 30, 2010:
Corporate debt securities	$	300,000	$	35,970	$	0	$	335,970
Mortgage-backed securities		6,460,558		260,245		0		6,720,803
U.S. Government and federal agency obligations		100,000		278		0		100,278
	$	6,860,558	$	296,493	$	0	$	7,157,051

F-15

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 3—INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES (Continued)

        The fair value of debt securities by contractual maturity at December 31, 2011 (unaudited) and September 30, 2011 is as follows:

	December 31, 2011		September 30, 2011
	Fair Value		Fair Value
	(unaudited)
Due in more than ten years	$	304,791	$	326,700
Mortgage-backed securities		5,308,265		5,784,144
	$	5,613,056	$	6,110,844

        There were no sales of available-for-sale securities for the three months ended December 31, 2011 and 2010 (unaudited) and the years ended September 30, 2011 and 2010.

        There were no securities of issuers which exceeded 10% of equity as of December 31, 2011 (unaudited) and September 30, 2011.

        The aggregate fair value and unrealized losses of securities that have been in a continuous unrealized-loss position for less than twelve months and for twelve months or more, and are not other than temporarily impaired, are as follows:

	Less than 12 Months				12 Months or Longer				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2011 (unaudited):
Mortgage-backed securities	$	510,754	$	1,514	$	0	$	0	$	510,754	$	1,514

        The investment in the Bank's investment portfolio that is temporarily impaired as of December 31, 2011 (unaudited) consists of one debt security issued by a U.S. Government Corporation with a strong credit rating. The unrealized loss at December 31, 2011 (unaudited) is attributable to changes in market interest rates since the Bank acquired the security. As management has the ability and the intent to hold debt securities until recovery, the decline is not deemed to be other-than-temporary.

F-16

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS

        Loans consisted of the following as of September 30:

				September 30,
	December 31, 2011
				2011			2010
	(unaudited)
Real estate loans:
Residential	$	27,398,059		$	27,895,858		$	29,298,026
Commercial		6,495,161			6,554,793			6,782,639
Construction		1,266,252			907,402			730,712
Multi-family		926,269			931,468			950,251
Total real estate		36,085,741			36,289,521			37,761,628
Commercial		836,825			928,285			795,078
Consumer loans:
Home equity		4,713,532			4,925,993			4,703,104
Other		475,938			485,754			554,006
Total consumer		5,189,470			5,411,747			5,257,110
		42,112,036			42,629,553			43,813,816
Allowance for loan losses		(330,424	)		(315,506	)		(326,281	)
Deferred loan costs, net		53,767			61,474			67,866
Net loans	$	41,835,379		$	42,375,521		$	43,555,401

        Certain directors and executive officers of the Bank and companies in which they have significant ownership interest were customers of the Bank during the three months ended December 31, 2011 and the year ended September 30, 2011. Total loans to such persons and their companies amounted to $203,140 as of December 31, 2011 (unaudited). During the three months ended December 31, 2011 (unaudited), principal payments amounted to $4,496, and there were no principal advances. Total loans to such persons and their companies amounted to $207,636 as of September 30, 2011. During the year ended September 30, 2011, principal payments amounted to $17,299, and there were no principal advances.

        Loans serviced for others are not included in the accompanying consolidated balance sheets. As of December 31, 2011 (unaudited), September 30, 2011 and 2010 the unpaid principal balances of loans serviced for others were $8,377,864, $8,594,817 and $9,022,272, respectively.

F-17

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

        Allowance for loan losses for the three months ended December 31, 2011 (unaudited):

	Real Estate															Consumer
	1-4 Family Owner Occupied		1-4 Family Non-Owner Occupied			Multifamily			Commercial		Construction		Commercial			Home Equity			Other		Total
Allowance for loan losses:
Beginning balance	$	108,250	$	52,727		$	9,315		$	65,531	$	9,074	$	18,566		$	47,816		$	4,227	$	315,506
Charge-offs		0		0			0			0		0		0			0			0		0
Recoveries		0		0			0			0		0		0			0			0		0
Provision (benefit)		67		(2,383	)		(52	)		16,804		3,589		(1,845	)		(3,777	)		2,515		14,918
Ending balance	$	108,317	$	50,344		$	9,263		$	82,335	$	12,663	$	16,721		$	44,039		$	6,742	$	330,424
Allowance for loan losses:
Ending balance: Individually evaluated for impairment	$	0	$	0		$	0		$	20,000	$	0	$	0		$	0		$	0	$	20,000
Ending balance: Collectively evaluated for impairment		108,317		50,344			9,263			62,335		12,663		16,721			44,039			6,742		310,424
Total allowance for loan losses ending balance	$	108,317	$	50,344		$	9,263		$	82,335	$	12,663	$	16,721		$	44,039		$	6,742	$	330,424
Loans:
Ending balance: Individually evaluated for impairment	$	0	$	0		$	0		$	262,270	$	0	$	0		$	0		$	0	$	262,270
Ending balance: Collectively evaluated for impairment		19,652,842		7,745,217			926,269			6,232,891		1,266,252		836,825			4,713,532			475,938		41,849,766
Total loans ending balance	$	19,652,842	$	7,745,217		$	926,269		$	6,495,161	$	1,266,252	$	836,825		$	4,713,532		$	475,938	$	42,112,036

F-18

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

        The following table sets forth information regarding the allowance for loan losses by portfolio segment as of September 30, 2011:

	Real Estate												Consumer
	1-4 family Owner Occupied		1-4 family Non-owner Occupied		Home Equity		Commercial		Construction		Commercial		Multifamily		Other		Total
Allowance for loan losses:
Ending balance: Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Ending balance: Collectively evaluated for impairment		108,250		52,727		47,816		65,531		9,074		18,566		9,315		4,227		315,506
Total allowance for loan losses ending balance	$	108,250	$	52,727	$	47,816	$	65,531	$	9,074	$	18,566	$	9,315	$	4,227	$	315,506
Loans:
Ending balance: Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Ending balance: Collectively evaluated for impairment		19,783,977		8,111,881		4,925,993		6,554,793		907,402		928,285		931,468		485,754		42,629,553
Total loans ending balance	$	19,783,977	$	8,111,881	$	4,925,993	$	6,554,793	$	907,402	$	928,285	$	931,468	$	485,754	$	42,629,553

	Year Ended September 30, 2011			Three Months Ended December 31, 2010			Year Ended September 30, 2010
	(unaudited)
Balance at beginning of period	$	326,281		$	326,281		$	308,190
(Benefit) provision for loan losses		(10,775	)		(11,737	)		18,091
Balance at end of period	$	315,506		$	314,544		$	326,281

F-19

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

        The following table sets forth information regarding nonaccrual loans and past-due loans as of December 31, 2011 (unaudited):

	30-59 Days		60-89 Days		90 Days Or More		Total Past Due		Total Current		Total		Total Non Accrual
Real estate:
Residential one-to-four family	$	211,077	$	0	$	0	$	211,077	$	27,186,982	$	27,398,059	$	0
Commercial		0		0		0		0		6,495,161		6,495,161		0
Construction		0		0		0		0		1,266,252		1,266,252		0
Multi-family		0		0		0		0		926,269		926,269		0
Commercial		0		0		0		0		836,825		836,825		0
Consumer		38,442		47,350		2,342		88,134		5,101,336		5,189,470		24,784
Total	$	249,519	$	47,350	$	2,342	$	299,211	$	41,812,825	$	42,112,036	$	24,784

        The following table sets forth information regarding nonaccrual loans and past-due loans as of September 30, 2011:

	30-59 Days		60-89 Days		90 Days Or More		Total Past Due		Total Current		Total		Total Non Accrual
Real estate:
Residential one-to-four family	$	267,187	$	0	$	0	$	267,187	$	27,628,671	$	27,895,858	$	0
Commercial		0		0		0		0		6,554,793		6,554,793		0
Construction		0		0		0		0		907,402		907,402		0
Multi-family		0		0		0		0		931,468		931,468		0
Commercial		0		0		0		0		928,285		928,285		0
Consumer		308,044		0		25,355		333,399		5,078,348		5,411,747		25,355
Total	$	575,231	$	0	$	25,355	$	600,586	$	42,028,967	$	42,629,553	$	25,355

        The following table sets forth information regarding nonaccrual loans and accruing loans 90 days or more overdue as of September 30, 2010:

	2010
Total nonaccrual loans	$	869,199
Accruing loans which are 90 days or more overdue	$	0

        There were no loans that met the definition of an impaired loan in ASC 310-10-35, "Receivables-Overall-Subsequent Measurement," as of December 31, 2011 (unaudited) and for the three months then ended (unaudited).

F-20

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

        Information about loans that meet the definition of an impaired loan in ASC 310-10-35, "Receivables-Overall-Subsequent Measurement," is as follows as of September 30, 2011 and for the year then ended:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Real Estate:
Commercial	$	0	$	0	$	0	$	125,133	$	0
Total impaired with no related allowance	$	0	$	0	$	0	$	125,133	$	0
Total impaired with an allowance recorded	$	0	$	0	$	0	$	0	$	0
Total:
Real Estate:
Commercial	$	0	$	0	$	0	$	125,133	$	0
Total impaired loans	$	0	$	0	$	0	$	125,133	$	0

        Information about loans that meet the definition of an impaired loan in ASC 310-10-35, "Receivables-Overall-Subsequent Measurement," is as follows as of September 30, 2010:

	Recorded Investment In Impaired Loans		Related Allowance For Credit Losses
Loans for which there is a related allowance for credit losses	$	0	$	0
Loans for which there is no related allowance for credit losses		500,530		0
Totals	$	500,530	$	0
Average recorded investment in impaired loans during the year ended September 30	$	77,005
Related amount of interest income recognized during the time, in the year ended September 30, that the loans were impaired
Total recognized	$	0
Amount recognized using a cash-basis method of accounting	$	0

F-21

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

        The following table presents the Bank's loans by risk rating as of December 31, 2011 (unaudited):

Credit quality indicators

	Real Estate
	Residential		Multi-Family		Commercial		Construction		Home Equity		Commercial		Total
Grade:
Pass	$	26,106,840	$	926,269	$	5,534,725	$	1,266,252	$	4,512,484	$	616,825	$	38,963,395
Special Mention		826,844		0		698,166		0		46,139		220,000		1,791,149
Substandard		464,375		0		262,270		0		154,909		0		881,554
Doubtful		0		0		0		0		0		0		0
Loss		0		0		0		0		0		0		0
Total	$	27,398,059	$	926,269	$	6,495,161	$	1,266,252	$	4,713,532	$	836,825	$	41,636,098

        The following table presents the Bank's loans by risk rating as of September 30, 2011:

Credit quality indicators

	Real Estate
	Residential		Multi-Family		Commercial		Construction		Home Equity		Commercial		Total
Grade:
Pass	$	25,928,365	$	931,468	$	5,587,641	$	907,402	$	4,721,030	$	693,285	$	38,769,191
Special Mention		1,501,175		0		967,152		0		24,570		235,000		2,727,897
Substandard		466,318		0		0		0		180,393		0		646,711
Doubtful		0		0		0		0		0		0		0
Loss		0		0		0		0		0		0		0
Total	$	27,895,858	$	931,468	$	6,554,793	$	907,402	$	4,925,993	$	928,285	$	42,143,799

Credit Quality Information

        The Bank utilizes an eight grade internal loan rating system for residential and commercial real estate, construction and commercial loans as follows, the Bank does not risk rate consumer loans:

        Loans rated 1 – 4:    Loans in these categories are considered "pass" rated loans. Loans that conform in all respects to Bank and regulatory requirements. These are also loans for which no repayment risk has been identified. Credit or collateral exceptions are minimal, are in the process of correction, and do not represent risk.

        Loans rated 5:    Loans in this category are considered "special mention." Loans that are fundamentally sound, but exhibit potentially unwarranted credit risk or other unsatisfactory characteristics. The likelihood of loss to the Bank is remote.

        Loans rated 6:    Loans in this category are considered "substandard." Loans inadequately protected by current sound net worth, paying capacity of the obligor, or pledge collateral, as well as

F-22

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 4—LOANS (Continued)

those loans with unsatisfactory characteristics indicating higher levels of risk. The combination of one or more of these characteristics increases the possibility of loss to the Bank.

        Loans rated 7:    Loans in this category are considered "doubtful." Loans with weaknesses inherent in the substandard classification and where collection or liquidation in full is highly questionable.

        Loans rated 8:    Loans in this category are considered uncollectible ("loss"). Loans considered uncollectible and of such little value that their continuance as an active asset is not warranted.

        On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial real estate, construction and commercial loans.

NOTE 5—PREMISES AND EQUIPMENT

        The following is a summary of premises and equipment:

	December 31,			September 30,
	2011			2011			2010
	(unaudited)
Land	$	229,075		$	229,075		$	229,075
Buildings and improvements		1,009,733			1,009,733			797,973
Furniture and equipment		375,483			368,137			303,338
		1,614,291			1,606,945			1,330,386
Accumulated depreciation and amortization		(445,973	)		(429,829	)		(390,446	)
	$	1,168,318		$	1,177,116		$	939,940

NOTE 6—DEPOSITS

        The aggregate amount of time deposit accounts in denominations of $100,000 or more as of December 31, 2011 (unaudited), September 30, 2011 and 2010 was $23,561,099, $21,500,000 and $21,033,887, respectively.

        For time deposits as of December 31, 2011 (unaudited), the scheduled maturities for each of the following years ended December 31, are:

2012	$	28,635,430
2013		3,761,964
2014		3,031,782
	$	35,429,176

F-23

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 6—DEPOSITS (Continued)

        For time deposits as of September 30, 2011, the scheduled maturities for each of the following years ended September 30, are:

2012	$	28,348,533
2013		2,310,399
2014		2,948,223
	$	33,607,155

        The Bank has one customer with deposits at the Bank amounting to $4,002,401, or 6.3% of total deposits, as of December 31, 2011 (unaudited) and $5,570,057, or 9.2% of total deposits, as of September 30, 2011.

NOTE 7—INCOME TAX EXPENSE

        The components of income tax expense are as follows:

	Three Months Ended December 31,						Years Ended September 30,
	2011			2010			2011			2010
	(unaudited)
Current:
Federal	$	61,811		$	91,575		$	129,976		$	179,182
State		17,829			27,494			37,261			49,350
Utilization of net operating loss carryovers		(61,814	)		(91,576	)		(129,976	)		(179,182	)
		17,826			27,493			37,261			49,350
Deferred:
Federal		58,644			97,346			151,772			162,822
State		(920	)		3,412			8,082			(4,094	)
		57,724			100,758			159,854			158,728
Total income tax expense	$	75,550		$	128,251		$	197,115		$	208,078

F-24

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 7—INCOME TAX EXPENSE (Continued)

        The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:

	Three Months Ended December 31,						Years Ended September 30,
	2011 % of Income			2010 % of Income			2011 % of Income			2010 % of Income
	(unaudited)
Federal income tax at statutory rate		34.0	%		34.0	%		34.0	%		34.0	%
Increase in tax resulting from:
Other		.6			.0			.1			.0
State tax, net of federal tax benefit		6.0			6.3			6.1			5.7
Effective tax rates		40.6	%		40.3	%		40.2	%		39.7	%

        The Bank had gross deferred tax assets and gross deferred tax liabilities as follows:

	December 31,			September 30,
	2011			2011			2010
	(unaudited)
Deferred tax assets:
Contribution carryover	$	0		$	0		$	6,986
Alternative minimum tax		31,000			31,000			31,000
Net operating loss carryovers		22,514			84,328			208,358
Accrued pension		0			0			5,116
Interest on non-performing loans		662			662			12,619
Gross deferred tax assets		54,176			115,990			264,079
Deferred tax liabilities:
Allowance for loan losses		(32,564	)		(38,520	)		(34,217	)
Net unrealized holding gain on available-for-sale securities		(88,873	)		(118,638	)		(113,798	)
Depreciation		(52,442	)		(50,576	)		(43,114	)
Gross deferred tax liabilities		(173,879	)		(207,734	)		(191,129	)
Net deferred tax (liability) asset	$	(119,703	)	$	(91,744	)	$	72,950

        Deferred tax assets as of December 31, 2011 (unaudited) and September 30, 2011 have not been reduced by a valuation allowance because management believes that it is more likely than not that the full amount of deferred tax assets will be realized.

        As of December 31, 2011 (unaudited) and September 30, 2011, the Bank has a federal net operating loss carryover of approximately $66,000 and $248,000, respectively, with varying expirations from 2013 to 2027. The Bank also has $31,000 and $31,000, respectively, of alternative minimum tax credit carryovers which do not expire.

F-25

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 7—INCOME TAX EXPENSE (Continued)

        The federal income tax reserve for loan losses at the Bank's base year amounted to approximately $1,100,000. If any portion of the reserve is used for purposes other than to absorb losses for which established, approximately 150% of the amount actually used (limited to the amount of the reserve) would be subject to taxation in the fiscal year in which used. As the Bank intends to use the reserve only to absorb loan losses, a deferred income tax liability of approximately $440,000 has not been provided.

        It is the Bank's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. As of December 31, 2011 (unaudited), September 30, 2011 and 2010, there were no material uncertain tax positions related to federal and state income tax matters. The Bank is currently open to audit under the statute of limitations by the Internal Revenue Service and state taxing authorities for the years ended September 30, 2007 through September 30, 2011.

NOTE 8—RETIREMENT PLAN

        The Bank has a 401(k) plan which provides for voluntary contributions by participating employees ranging from one percent to twenty-five percent of their compensation, subject to certain limitations. The Bank matches 100% of employee contributions up to a maximum of 5% of participant's compensation. Total expense recorded by the Bank for the three months ended December 31, 2011 and 2010 (unaudited) and the years ended September 30, 2011 and 2010 amounted to $20,984, $22,533, $50,703 and $41,129, respectively.

NOTE 9—FINANCIAL INSTRUMENTS

        The Bank is party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

        The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

        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 generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the borrower. Collateral held varies but usually includes income producing commercial properties or residential real estate.

F-26

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 9—FINANCIAL INSTRUMENTS (Continued)

        Notional amounts of financial instrument liabilities with off-balance sheet credit risk are as follows as of:

	December 31,		September 30,
	2011		2011		2010
	(unaudited)
Commitments to originate loans	$	0	$	883,000	$	412,900
Unadvanced funds on lines of credit		1,306,632		1,980,442		1,445,486
Unadvanced funds on construction loans		335,331		39,800		36,816
	$	1,641,963	$	2,903,242	$	1,895,202

        There is no material difference between the notional amount and the estimated fair value of the off-balance sheet liabilities.

NOTE 10—FAIR VALUE MEASUREMENTS

        ASC 820-10, "Fair Value Measurements and Disclosures," provides a framework for measuring fair value under generally accepted accounting principles. This guidance also allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Bank did not elect fair value treatment for any financial assets or liabilities upon adoption.

        In accordance with ASC 820-10, the Bank groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

        Level 1—Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury, other U.S. Government and agency mortgage-backed securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

        Level 2—Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

        Level 3—Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

        A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

        A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Bank's financial assets and financial liabilities

F-27

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 10—FAIR VALUE MEASUREMENTS (Continued)

carried at fair value for December 31, 2011 (unaudited), September 30, 2011 and 2010. The Bank did not have any significant transfers of assets between levels 1 and 2 of the fair value hierarchy during the three months ended December 31, 2011 (unaudited) and the year ended September 30, 2011.

        The Bank's cash instruments are generally classified within level 1 or level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

        The Bank's investment in mortgage-backed securities and other debt securities available-for-sale is generally classified within level 2 of the fair value hierarchy. For these securities, we obtain fair value measurements from independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument's terms and conditions.

        Level 3 is for positions that 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. In the absence of such evidence, management's best estimate is used. Subsequent to inception, management only changes level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

        The Bank's impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using level 2 inputs based upon appraisals of similar properties obtained from a third party.

F-28

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 10—FAIR VALUE MEASUREMENTS (Continued)

        The following summarizes assets measured at fair value on a recurring basis for the periods ending December 31, 2011 (unaudited), September 30, 2011 and 2010:

	Fair Value Measurements at Reporting Date Using:
	Total		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
December 31, 2011 (unaudited):
Securities available-for-sale:
Corporate debt securities	$	304,791	$	0	$	304,791	$	0
Mortgage-backed securities		5,308,265				5,308,265
	$	5,613,056	$	0	$	5,613,056	$	0
September 30, 2011:
Securities available-for-sale	$	6,110,844	$	0	$	6,110,844	$	0
September 30, 2010:
Securities available-for-sale	$	7,157,051	$	0	$	7,157,051	$	0

        The estimated fair values of the Bank's financial instruments, all of which are held or issued for purposes other than trading, are as follows:

	December 31, 2011				September 30, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(unaudited)
Financial assets:
Cash and cash equivalents	$	12,988,103	$	12,988,103	$	8,512,929	$	8,512,929
Interest-bearing time deposits with other banks		1,646,000		1,648,499		1,646,000		1,648,454
Available-for-sale securities		5,613,056		5,613,056		6,110,844		6,110,844
Federal Home Loan Bank stock		527,300		527,300		527,300		527,300
Loans held-for-sale		3,436,395		3,515,837		4,425,505		4,689,458
Loans, net		41,835,379		42,738,605		42,375,521		42,528,852
Accrued interest receivable		163,920		163,920		182,006		182,006
Financial liabilities:
Deposits		63,231,883		63,465,108		60,753,249		60,970,752

        The carrying amounts of financial instruments shown in the above table are included in the consolidated balance sheets as of December 31, 2011 (unaudited) and September 30, 2011 under the indicated captions. Accounting policies related to financial instruments are described in Note 2.

F-29

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 11—SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

        Most of the Bank's business activity is with customers located within the Commonwealth of Massachusetts. There are no concentrations of credit to borrowers that have similar economic characteristics. The majority of the Bank's loan portfolio is comprised of loans collateralized by real estate located in the Commonwealth of Massachusetts.

NOTE 12—REGULATORY CAPITAL

        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.

        Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total 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 December 31, 2011 (unaudited), September 30, 2011 and 2010 that the Bank meets all capital adequacy requirements to which it is subject.

        As of December 31, 2011 (unaudited) and September 30, 2011, the most recent notification from the Federal Deposit Insurance Corporation 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 institution's category.

F-30

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 12—REGULATORY CAPITAL (Continued)

        The Bank's actual capital amounts and ratios are also presented in the table.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollar amounts in thousands)
As of December 31, 2011 (unaudited):
Total Capital (to Risk Weighted Assets)	$	5,411		14.4	%	$	3,003		³8.0	%	$	3,753		³10.0	%
Tier 1 Capital (to Risk Weighted Assets)		5,081		13.5			1,501		³4.0			2,252		³6.0
Tier 1 Capital (to Average Assets)		5,081		7.8			2,596		³4.0			3,244		³5.0
As of September 30, 2011:
Total Capital (to Risk Weighted Assets)		5,279		13.2			3,191		³8.0			3,989		³10.0
Tier 1 Capital (to Risk Weighted Assets)		4,964		12.4			1,596		³4.0			2,393		³6.0
Tier 1 Capital (to Average Assets)		4,964		7.7			2,572		³4.0			3,215		³5.0
As of September 30, 2010:
Total Capital (to Risk Weighted Assets)		5,016		12.1			3,323		³8.0			4,154		³10.0
Tier 1 Capital (to Risk Weighted Assets)		4,690		11.3			1,662		³4.0			2,493		³6.0
Tier 1 Capital (to Average Assets)		4,690		7.6			2,476		³4.0			3,095		³5.0

NOTE 13—SUBSEQUENT EVENT—PLAN OF CONVERSION

        On January 17, 2012, the Board of Directors of the Bank adopted a plan of conversion under which the Bank would convert from a Massachusetts-chartered mutual co-operative bank to a Massachusetts-chartered stock co-operative bank and become the wholly-owned subsidiary of a newly chartered stock holding company (the "Holding Company"). The conversion is subject to approval by the Federal Reserve Board and the Massachusetts Division of Banks, non-objection by the Federal Deposit Insurance Corporation, and approval by the depositors of the Bank, and includes the filing of a registration statement with the U.S. Securities and Exchange Commission. If such approvals and non-objections are obtained, the Holding Company will issue and sell shares of its common stock in a subscription offering to eligible depositors of the Bank, tax-qualified employee stock benefit plans of the Bank, and other eligible subscribers, and, if necessary, in a community offering to the public.

        The cost of conversion and issuing the capital stock will be deferred and deducted from the proceeds of the offering. In the event the conversion and offering are not completed, any deferred costs will be charged to operations. At September 30, 2011 and December 31, 2011 (unaudited), the Bank had incurred approximately $0 and $67,072, respectively, in conversion costs, which are included in prepaid expenses and other assets on the consolidated balance sheet.

        At the time of conversion, the Bank will substantially restrict retained earnings by establishing a liquidation account. The liquidation account will be maintained for the benefit of eligible account holders who continue to maintain their accounts at the Bank after conversion. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying

F-31

MEETINGHOUSE BANK AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Three Months Ended December 31, 2011 and 2010 (unaudited)
and the Years Ended September 30, 2011 and 2010

NOTE 13—SUBSEQUENT EVENT—PLAN OF CONVERSION (Continued)

deposits. Subsequent increases will not restore an eligible account holder's interest in the liquidation account. In the event of a complete liquidation of the Bank, and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount.

NOTE 14—RECLASSIFICATION

        Certain amounts in the prior year have been reclassified to be consistent with the current year's statement presentation.

F-32

You should rely only on the information contained in this prospectus. Neither Meetinghouse Bancorp nor Meetinghouse Bank 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.

MEETINGHOUSE BANCORP, INC.

(Proposed Holding Company for Meetinghouse Bank)

575,000 Shares
(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

KEEFE, BRUYETTE & WOODS

                                    , 2012

Until                        , 2012, all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth our anticipated expenses of the offering:

Securities and Exchange Commission filing fee(1)	$	1,000
Massachusetts filing fee		5,000
Financial Industry Regulatory Authority, Inc. filing fee(1)		1,500
Blue Sky filing fees		2,000
EDGAR, printing, postage and mailing		50,000
Legal fees and expenses		235,000
Accounting fees and expenses		125,000
Appraiser's fees and expenses		38,500
Securities marketing firm fees and expenses (including legal fees)		230,000
Conversion agent fees and expenses		25,000
Business plan fees and expenses		23,000
Transfer agent and registrar fees and expenses		15,000
Certificate printing		5,000
Miscellaneous		4,000
TOTAL	$	760,000

(1)

Estimated expenses.

Item 14.    Indemnification of Directors and Officers.

        The Articles of Incorporation of Meetinghouse Bancorp, Inc. provide as follows:

        NINTH:    The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation's Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

Item 15.    Recent Sales of Unregistered Securities.

        None.

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Item 16.    Exhibits and Financial Statement Schedules.

        The exhibits filed as a part of this Registration Statement are as follows:

(a)   List of Exhibits

Exhibit		Description
	1.1	Engagement Letters between Meetinghouse Bank and Keefe, Bruyette & Woods, Inc.
	1.2	Draft Agency Agreement*
	2.1	Plan of Conversion
	3.1	Articles of Incorporation of Meetinghouse Bancorp, Inc.
	3.2	Bylaws of Meetinghouse Bancorp, Inc.
	4.1	Specimen Common Stock Certificate of Meetinghouse Bancorp, Inc.
	5.1	Form of Opinion of Kilpatrick Townsend & Stockton LLP re: Legality of Shares
	8.1	Form of Opinion of Kilpatrick Townsend & Stockton LLP re: Federal Tax Matters
	10.1	Form of Employment Agreement between Meetinghouse Bancorp, Inc., Meetinghouse Bank and Anthony A. Paciulli+
	10.2	Form of Change in Control Severance Agreement between Meetinghouse Bank and Wayne Gove+
	10.3	Form of Change in Control Severance Agreement between Meetinghouse Bank and Steven K. Borgerson+
	10.4	Form of Meetinghouse Bank Employee Severance Compensation Plan+
	23.1	Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibits 5.1 and 8.1 filed herewith)
	23.2	Consent of Shatswell, MacLeod & Company, P.C.
	23.3	Consent of RP Financial, LC.
	24.1	Powers of Attorney (included on signature page)
	99.1	Appraisal Report of RP Financial, LC.(P)
	99.2	Draft Marketing Materials
	99.3	Form of Subscription Order Form and Instructions

*

To be filed by amendment.

+

Management contract or compensation plan or arrangement.

(P)

The supporting exhibits and financial schedules are filed in paper format pursuant to Rule 202 and Rule 311 of Regulation S-T.

(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

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forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(5)

That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on March 9, 2012.

MEETINGHOUSE BANCORP, INC.
By:	/s/ ANTHONY A. PACIULLI Anthony A. Paciulli President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Meetinghouse Bancorp, Inc. (the "Company") hereby severally constitute and appoint Anthony A. Paciulli and Wayne Gove with full power of substitution, our true and lawful attorneys-in-fact and agents, to do any and all things in our names in the capacities indicated below which said Anthony A. Paciulli and Wayne Gove may deem necessary or advisable to enable Meetinghouse Bancorp, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-1 of Meetinghouse Bancorp, Inc., including specifically but not limited to, power and authority to sign for us in our names in the capacities indicated below, the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Anthony A. Paciulli and Wayne Gove shall lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ ANTHONY A. PACIULLI Anthony A. Paciulli	President and Chief Executive Officer (principal executive officer)	March 9, 2012
/s/ WAYNE GOVE Wayne Gove	Chief Financial Officer and Treasurer (principal financial and accounting officer)	March 9, 2012
/s/ RALPH GORDON Ralph Gordon	Chairman of the Board	March 9, 2012
/s/ WILLIAM J. FITZGERALD William J. Fitzgerald	Director	March 9, 2012
/s/ DANIEL T. FLATLEY Daniel T. Flatley	Director	March 9, 2012

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Name	Title	Date
/s/ BARRY T. HANNON Barry T. Hannon	Director	March 9, 2012
/s/ PAUL G. HUGHES Paul G. Hughes	Director	March 9, 2012
/s/ RICHARD NG Richard Ng	Director	March 9, 2012
/s/ RICHARD W. SHEA Richard W. Shea	Director	March 9, 2012

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EX-1.1

Exhibit 1.1

December 9, 2011

Meetinghouse Bank
2250 Dorchester Avenue
Dorchester, MA 02124

Attention:	Anthony A. Paciulli
	President and Chief Operating Officer

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette and Woods, Inc. (“KBW”) to act as the Conversion Agent to Meetinghouse Bank (the “Bank”) in connection with the Bank’s proposed conversion from mutual to stock form of ownership, including the offer and sale of common stock of a newly organized holding company of the Bank (the “Offering”).

Conversion Agent Services:  As Conversion Agent, and as the Bank may reasonably request, KBW will provide the following services:

1.Consolidation of Accounts and Development of a Central File, including, but not limited to the following:

·Consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements;

·Create the master file of account holders as of key record dates; and

·Provide software for the operation of the Bank’s Stock Information Center, including subscription management and proxy solicitation efforts

2.Preparation of Proxy Forms; Proxy Solicitation and Special Meeting Services, including, but not limited to the following:

·Assist the Bank’s financial printer with labeling of proxy materials for voting and subscribing for stock;

·Provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials;

·Proxy and ballot tabulation; and

·Act as Inspector of Election for the Bank’s special meeting of members, if requested, and the election is not contested

Keefe, Bruyette & Woods · 10 S. Wacker Dr., Suite 3400 · Chicago, IL 60606

312.423.8200 · Toll Free:  800.929.6113 · Fax:  312.423.8232

Meetinghouse Bank December 9, 2011

Page 2 of 5

3.Subscription Services, including, but not limited to the following:

·Assist the Bank in establishing and managing a Stock Information Center;

·Advise on the physical location of the Stock Information Center including logistical and materials requirements;

·Assist in educating Bank personnel;

·Establish recordkeeping and reporting procedures;

·Supervise the Stock Information Center during the Offering;

·Assist the Bank’s financial printer with labeling of stock offering materials for subscribing for stock;

·Provide support for any follow-up mailings to members, as needed, including additional solicitation materials;

·Stock order form processing and production of daily reports and analysis;

·Provide supporting account information to the Bank’s legal counsel for ‘blue sky’ research and applicable registration;

·Assist the Bank’s transfer agent with the generation and mailing of stock certificates;

·Perform interest and refund calculations and provide a file to enable the Bank to generate interest and refund checks; and

·Create 1099-INT forms for interest reporting, as well as magnetic media reporting to the IRS, for subscribers paid $10 or more in interest for subscriptions paid by check.

Fees:  For the conversion agent services outlined above, the Bank agrees to pay KBW a fee of $15,000.  This fee is based upon the requirements of current banking regulations, the Bank’s Plan of Conversion as currently contemplated, and the expectation that member data will be processed as of three key record dates.  Any material changes in regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees.  All fees under this agreement shall be payable as follows: (a) $5,000 payable upon execution of this agreement, which shall be non-refundable; (b) $5,000 payable upon mailing of subscription and proxy materials, which shall be non-refundable; and (c) the balance upon the completion of the Offering.

Costs and Expenses:  In addition to any fees that may be payable to KBW hereunder, the Bank agrees to reimburse KBW, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, clerical assistance, travel, lodging, food, telephone, postage, listings, forms and other similar expenses; which will not exceed $10,000.  KBW and the Bank acknowledge that such expense cap may be increased by mutual consent in an amount not to exceed $5,000 for additional out-of-pocket expenses in the event of a resolicitation of the Offering.  The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

Reliance on Information Provided:  The Bank agrees to provide KBW with such information as KBW may reasonably require to carry out its services under this agreement.  The Bank recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b)

Meetinghouse Bank December 9, 2011

Page 3 of 5

does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets.

Limitations:  KBW, as Conversion Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

The Bank also agrees neither KBW , nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall be liable to any person or entity, including the Bank, by reason of any error of judgment, or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of KBW’s bad faith or gross negligence.  The foregoing agreement shall be in addition to any rights that KBW, the Bank or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution.

Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of action.

Indemnification:  The Bank agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees, and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the engagement of KBW pursuant to, and the performance by KBW of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred, including expenses incurred in connection with investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a Party.  The Bank will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW’s bad faith or gross negligence.

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled

Meetinghouse Bank December 9, 2011

Page 4 of 5

to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Bank shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Bank, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Bank and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement.  For the purposes of this Agreement, the relative benefits to the Bank and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Bank in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

This letter constitutes the entire Agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties.  This Agreement is governed by the laws of the State of New York applicable to contracts executed in and to be performed in that state, without regard to such state’s rules concerning conflicts of laws.  Any right to trial by jury with respect to any claim or action arising out of this agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

Meetinghouse Bank December 9, 2011

Page 5 of 5

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
By:	/s/ Patricia A. McJoynt
	Patricia A. McJoynt
	Managing Director
Meetinghouse Bank
By:	/s/ Anthony A. Paciulli	Date: December 12, 2011
	Anthony A. Paciulli
	President and Chief Operating Officer

December 9, 2011

Meetinghouse Bank

2250 Dorchester Ave.

Dorchester, MA 02124

Attention:	Anthony Paciulli
	President and Chief Operating Officer

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the exclusive financial advisor to Meetinghouse Bank (the “Bank”) in connection with the Bank’s proposed conversion from the mutual to stock form of organization pursuant to the Bank’s Plan of Conversion (the “Conversion”), including the offer and sale of the common stock (the “Common Stock”) of a holding company (the “Holding Company”) to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering and, possibly, a Syndicated Community Offering (the Subscription Offering, Direct Community Offering, and any Syndicated Community Offering are collectively referred to herein as the “Offerings”).  In addition, KBW will act as conversion agent in connection with the Offerings pursuant to the terms of a separate agreement between the Bank and KBW.  The Bank and the Holding Company are collectively referred to herein as the “Company.”  This letter sets forth the terms and conditions of our engagement.

1.Advisory/Offering Services

As the Company’s financial advisor, KBW will provide financial and logistical advice to the Company and will assist the Company’s management, legal counsel, accountants and other advisors in connection with the Conversion and related issues.  We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:

1.Provide advice on the financial and securities market implications of the Plan of Conversion and any related corporate documents, including the Company’s Business Plan;

2.Assist in structuring the Offerings, including developing and assisting in implementing a marketing strategy for the Offerings;

3.Review all offering documents, including the Prospectus, stock order forms, letters, brochures and other related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

Keefe, Bruyette & Woods · 10 S. Wacker Dr., Suite 3400 · Chicago, IL 60606

312.423.8200 · Toll Free:  800.929.6113 · Fax:  312.423.8232

Meetinghouse Bank

December 9, 2011

Page 2 of 7

4.Assist the Company in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

5.Assist the Company in analyzing proposals from outside vendors retained in connection with the Offerings, including printers, transfer agents and appraisal firms;

6.Assist the Company in the drafting and distribution of press releases as required or appropriate in connection with the Offerings;

7.Meet with the Board of Directors and/or management of the Company to discuss any of the above services; and

8.Such other financial advisory and investment banking services in connection with the Offerings as may be agreed upon by KBW and the Company.

2.Due Diligence Review

The Company acknowledges and agrees that KBW’s obligation to perform the services contemplated by this agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as KBW and its counsel in their sole discretion may deem appropriate under the circumstances.  The Company agrees  it will make available to KBW all relevant information, whether or not publicly available, which KBW reasonably requests, and will permit KBW to discuss with the board of directors and management the operations and prospects of the Company.  The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets.  KBW will assume that all financial forecasts have been reasonably prepared and reflect the best then currently available estimates and judgments of the Company’s management as to the expected future financial performance of the Company.

3.Regulatory Filings

The Company will cause appropriate Offering documents to be filed with all regulatory agencies including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), and the appropriate federal and/or state bank regulatory agencies.  In addition, the Company and KBW agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings including KBW’s participation therein and shall furnish KBW a copy thereof addressed to KBW or upon which counsel shall state KBW may rely.

Meetinghouse Bank

December 9, 2011

Page 3 of 7

4.Fees

For the services hereunder, the Company shall pay the following fees to KBW at closing unless stated otherwise:

(a)Management Fee:  A Management Fee of $25,000 payable in two consecutive monthly installments of $12,500 commencing with the first month following the execution of this engagement letter.  Such fees shall be deemed to have been earned when due.  Should the Offerings be terminated for any reason not attributable to the action or inaction of KBW, KBW shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b)Success Fee:   A Success Fee of 1.25% shall be paid based on the aggregate purchase price of Common Stock sold in the Subscription Offering, excluding shares purchased by the Company’s officers, directors, or employees (or members of their immediate family) plus any ESOP, tax-qualified or stock based compensation plans (except IRA’s) or similar plan created by the Company for some or all of its directors or employees, or any charitable foundation established by the Company (or any shares contributed to such a foundation).  In addition, a Success Fee of 2.0% shall be paid on the aggregate purchase Price of Common Stock sold in the Direct Community Offering.  The minimum Success Fee will be $150,000.  The Management Fee described in 4(a) will be credited against any Success Fee paid pursuant to this paragraph.

(c)Syndicated Community Offering:  If any shares of the Company’s stock remain available after the Subscription Offering and Direct Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers to assist in the sale of such common stock on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Company and KBW.  KBW will endeavor to distribute the common stock among dealers in a fashion which best meets the distribution objectives of the Company and the Plan.  KBW will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the shares of common stock sold in the Syndicated Community Offering.  From this fee, KBW will pass onto selected broker-dealers, who assist in the syndicated community, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.  Fees with respect to purchases affected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer.  (The decision to utilize selected broker-dealers will be made by the Company upon consultation with KBW.)

Meetinghouse Bank

December 9, 2011

Page 4 of 7

5.Expenses

The Company will bear those expenses of the proposed Offerings customarily borne by issuers, including, without limitation, regulatory filing fees, SEC, “Blue Sky,”, FINRA filing and registration fees, and DTC eligibility fees; the fees of the Company’s accountants, attorneys, appraiser, business plan advisor, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offerings; the fees set forth in Section 4; and fees for “Blue Sky” legal work.  If KBW incurs expenses on behalf of Company, the Company will reimburse KBW for such expenses.

KBW shall be reimbursed for its reasonable out-of-pocket expenses related to the Offerings, including costs of travel, meals and lodging, photocopying, telephone, facsimile, and couriers, which will not exceed $5,000.  KBW will also be reimbursed for fees and expenses of its legal counsel not to exceed $75,000.   These expenses assume no unusual circumstances or delay, or a re-solicitation in connection with the Offerings.  Should unusual circumstances, delay or a re-solicitation occur, KBW and the Company acknowledge that such expense cap may be increased by mutual consent in amounts not to exceed $5,000 for additional out-of-pocket expenses and $25,000 for additional fees and expenses of legal counsel.  The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained herein.

6.Limitations

The Company acknowledges that all opinions and advice (written or oral) given by KBW to the Company in connection with KBW’s engagement are intended solely for the benefit and use of the Company for the purposes of its evaluation of the proposed Offerings.  Unless otherwise expressly stated in an opinion letter issued by KBW or otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of KBW or any statements or conduct by KBW.  The Company agrees that no such opinion or advice shall be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to KBW be made by the Company or any of its representatives without the prior written consent of KBW.

The Company acknowledges and agrees that KBW has been retained to act solely as financial advisor to the Company and not as an advisor to or agent of any other person, and the Company’s engagement of KBW is not intended to confer rights upon any person not a party to this Agreement (including shareholders, employees or creditors of the Company) as against KBW or its affiliates, or their respective directors, officers, employees or agents.  In such capacity, KBW shall act as an independent contractor, and any duties arising out of its engagement shall be owed solely to the Company.  It is understood that KBW’s responsibility to the Company is solely contractual in nature and KBW does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Meetinghouse Bank

December 9, 2011

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7.Benefit

This letter agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this letter agreement shall not be assignable by KBW.

8.Confidentiality

KBW acknowledges that a portion of the Information may contain confidential and proprietary business information concerning the Company.  KBW agrees that, except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation or legal process, KBW agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information); provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have agreed to be bound by the terms and conditions of this paragraph.  As used in this paragraph, the term “Confidential Information” shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by KBW, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not otherwise known to KBW to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

The Company hereby acknowledges and agrees that the presentation materials and financial models used by KBW in performing its services hereunder have been developed by and are proprietary to KBW.  The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior consent from KBW in writing.

9.Indemnification

As KBW will be acting on behalf of the Company in connection with the Offerings, the Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several,  to which such Indemnified Party may become subject under applicable federal or state law, or otherwise related to or arising out of the Offerings or the engagement of KBW pursuant to, or the performance by KBW of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a party; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (a) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or

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Page 6 of 7

necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by KBW expressly for use therein or (b) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW’s gross negligence or bad faith.

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement.  For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

10.Definitive Agreement

This letter agreement reflects KBW’s present intention of proceeding to work with the Company on its proposed Offerings.  No legal and binding obligation is created on the part of the Company or KBW with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 8, (ii) the payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 5, (iv) the limitations set forth in Section 6, (v) the indemnification and contribution provisions set forth in Section 9 and (iv) those terms set forth in a mutually agreed upon Agency Agreement between KBW and the Company to be executed prior to commencement of the Offerings, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.

KBW’s execution of such Agency Agreement shall also be subject to (a) KBW’s satisfaction with Due Diligence Review, (b) preparation of offering materials that are satisfactory to KBW, (c) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of KBW and its counsel, (d) agreement that the price established by the independent appraiser is reasonable, and (e) market conditions at the time of the proposed Offerings.

This Agreement constitutes the entire agreement between the parties with respect to the

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December 9, 2011

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subject matter hereof and can be altered only by written consent signed by the parties.  This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.  Any right to trial by jury with respect to any claim or action arising out of this agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
By:	/s/ Patricia A. McJoynt
	Patricia A. McJoynt
	Managing Director
Meetinghouse Bank
By:	/s/ Anthony Paciulli	Date: December 12, 2011
	Anthony Paciulli
	President and Chief Operating Officer

EX-2.1

Exhibit 2.1

MEETINGHOUSE BANK

PLAN OF CONVERSION

ADOPTED JANUARY 17, 2012

MEETINGHOUSE BANK

PLAN OF CONVERSION

ARTICLE I

INTRODUCTION

This Plan of Conversion (the “Plan”) provides for the conversion of Meetinghouse Bank, a Massachusetts mutual co-operative bank (the “Bank”), into a Massachusetts stock co-operative bank (the “Conversion”).  Capitalized terms used but not defined in this Article I shall have the respective meanings set forth in Article III hereof.

The Board of Directors of the Bank currently contemplates that, following the Conversion, all of the outstanding capital stock of the Bank will be held by a business corporation (the “Stock Holding Company”) and that the Stock Holding Company will issue and sell its common stock (the “Conversion Stock”) upon the terms and conditions set forth herein to Eligible Account Holders, Supplemental Eligible Account Holders, the Tax-Qualified Employee Plans established by the Bank or the Stock Holding Company, and Employees, Officers, directors of the Bank, according to the respective priorities set forth in the Plan.  Any shares not subscribed for by the foregoing classes of Persons may be offered for sale to certain members of the public directly by the Stock Holding Company through a Community Offering or through an underwritten firm commitment public offering, or through a combination thereof.  The Plan provides for the issuance by the Bank of 100% of its newly outstanding common stock to the Stock Holding Company in exchange for the portion of the net proceeds of the Offering that is not permitted to be retained by the Stock Holding Company.  Upon the Conversion, Eligible Account Holders and Supplemental Eligible Account Holders will be granted interests in the Liquidation Account to be established by the Bank pursuant to Section 9.7 hereof.

The Plan is subject to the approval of various regulatory agencies.  The Plan must also be approved by the affirmative vote of two-thirds of the Bank’s Shareholders present and voting at a regular or special meeting of such Shareholders and, if required by the FDIC, upon the affirmative vote of a majority of all Shareholders of the Bank.  By approving the Plan, the Shareholders will also be approving all steps necessary or incidental to effect the Conversion.

The Bank, as chartered in the stock form, will succeed to all of the presently existing rights, interests, duties and obligations of the Bank, as chartered in the mutual form, to the extent provided by law.  The deposit accounts and loan accounts of the Bank’s customers will not be affected by the Conversion.  Upon Conversion, each deposit account holder of the Bank will continue to hold exactly the same deposit account as the holder held immediately before the Conversion.  The Conversion will not result in a change in the interest rate or maturity of deposits at the Bank.  All deposit accounts in the Bank following the Conversion will continue to be insured up to the legal maximum by the Federal Deposit Insurance Corporation and the Share Insurance Fund of the Co-operative Central Bank in the same manner as such deposit accounts were insured immediately before the Conversion.  There will be no change in the Bank’s loans.

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No change in the offices or staff of the Bank is expected as part of the Conversion.  The Conversion will not reduce the Bank’s reserves or net worth.

ARTICLE II

BUSINESS PURPSOSE

The business purpose of the Conversion is to provide the Bank and the Stock Holding Company with greater operating flexibility and capital resources to respond to changing regulatory and market conditions, and to facilitate corporate transactions, including mergers and acquisitions.  The Conversion is intended to enable the Bank to compete and expand more effectively in the financial services marketplace.  The Conversion is intended to provide the Bank with additional equity capital which will enable it to increase its reserves and net worth to support future lending and operational growth, branching activities and the acquisition of other financial institutions or financial service companies or their assets, and to increase its ability to render services to the communities it serves.  In addition, after the Conversion, the Stock Holding Company will have the ability to issue additional shares of Conversion Stock to raise additional capital or to issue in connection with mergers or acquisitions, although no additional capital issuance and no specific mergers or acquisitions are planned or contemplated at the present time.  In addition, stock ownership by Officers and other Employees of the Stock Holding Company and the Bank has proven to be an effective performance incentive and a means of attracting and retaining qualified personnel.  Finally, the Board of Directors of the Bank and senior management also believe that the Conversion will be beneficial to the communities within the Bank’s primary market area.  The Conversion will provide local customers and other residents with an opportunity to become equity owners of the Stock Holding Company, and thereby participate in the possible stock price appreciation and cash dividends, which is consistent with the objective of being a locally-owned financial institution servicing local financial needs.  The Board of Directors of the Bank and management believe that, through expanded local stock ownership, current customers and non-customers who purchase Conversion Stock will seek to enhance the financial success of the Bank through consolidation of their banking business and increased referrals to the Bank.

ARTICLE III

DEFINITIONS

As used in the Plan, the terms set forth below have the following meanings:

3.1. ACTING IN CONCERT.  The term “ACTING IN CONCERT” means: (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal, whether or not pursuant to an express agreement; or (b) Persons seeking to combine or pool their voting or other interests (such as subscription rights) in the securities of an issuer for a common purpose, pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.  When Persons act together for such purpose, their group is deemed to have acquired their stock.  The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Bank or the Board of Directors of the Stock Holding Company, as applicable, or their respective Officers as delegated by such Boards and may be based on any evidence upon which such Board or such delegatee

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chooses to rely, including, without limitation, joint account relationships or the fact that such Persons have filed joint Schedules 13D with the SEC with respect to other companies.  Persons living at the same address, whether or not related, will be deemed to be Acting in Concert unless otherwise determined by the Board or such delegatee.  Directors of the Bank and directors of the Stock Holding Company shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards.

3.2. AFFILIATE.  An “AFFILIATE” of, or a Person “AFFILIATED” with, a specified Person, is a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person specified.

3.3. APPLICATION.  The application, including a copy of the Plan, submitted by the Bank to the Commissioner for approval of the Conversion.

3.4. ASSOCIATE.  The term “ASSOCIATE,” when used to indicate a relationship with any Person, means: (i) any corporation or organization (other than the Bank, the Stock Holding Company or a majority-owned subsidiary of any thereof) of which such Person is an 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; (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 Bank or the Stock Holding Company; and (iv) any Person Acting in Concert with any of the Persons or entities specified in clauses (i) through (iii) above; provided, however, that (i) any Tax-Qualified Employee Plan shall not be deemed to be an Associate of any director or Officer of the Bank for the purposes of Section 8.4 hereof, and (ii) any Tax-Qualified or Non-Tax-Qualified Employee Plan shall not be deemed to be an Associate of any director or Officer of the Stock Holding Company or the Bank for any other purpose to the extent provided in the Plan.  When used to refer to a Person other than a director or Officer of the Bank or the Stock Holding Company, the Stock Holding Company or the Bank, as applicable, may determine in its sole discretion the Persons that are Associates of other Persons.  Directors of the Bank and directors of the Stock Holding Company shall not be deemed to be Associates solely as a result of their membership on such board or boards.

3.5. BANK.  Meetinghouse Bank, a Massachusetts co-operative bank.

3.6 BROKER-DEALER.  The term “Broker-Dealer” means any Person who engages directly or indirectly as agent, broker, or principal in the business of offering, buying, selling or otherwise dealing or trading in securities issued by another Person.

3.7. COMMISSIONER.  The Commissioner of Banks of the Commonwealth of Massachusetts.

3.8. COMMUNITY OFFERING.  The Direct Community Offering.

3.9. CONVERSION.  The conversion of the Bank from mutual form to stock form of organization pursuant to the Plan, and all steps incident or necessary thereto, including, as

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applicable, (i) the issuance of Conversion Stock by the Stock Holding Company in the Offering as provided herein, and (ii) the issuance to the Stock Holding Company of all of the Bank’s common stock to be outstanding upon consummation of the Conversion in exchange for a portion of the net proceeds received by the Stock Holding Company from the sale of the Conversion Stock.

3.10. CONVERSION STOCK.  The common stock, par value $0.01 per share, authorized to be issued from time to time by the Stock Holding Company.

3.11. DEPOSIT ACCOUNT.  Any withdrawable deposit account offered by the Bank, including, without limitation, savings accounts, NOW account deposits, certificates of deposit, demand deposits, Keogh Plans, SEPs and IRA accounts for which the Bank acts as custodian or trustee, and such other types of deposit accounts as may then have been authorized by Massachusetts or federal law and regulations, but not including repurchase agreements, savings bank life insurance policies or certain escrow accounts.

3.12. DIRECT COMMUNITY OFFERING.  The offering of Conversion Stock for sale directly by the Stock Holding Company (i) to the Local Community, as provided in Section 7.6 of the Plan, with preference given to natural persons residing in the Local Community, and then (ii) to the public at large.

3.13. DIVISION.  The Division of Banks of the Commonwealth of Massachusetts.

3.14. ELIGIBLE ACCOUNT HOLDER.  Any Person holding a Qualifying Deposit on the Eligibility Record Date.

3.15. ELIGIBILITY RECORD DATE.  December 31, 2010, the date for determining who qualifies as an Eligible Account Holder.

3.16. EMPLOYEE.  The term “EMPLOYEE” does not include a director of the Bank or the Stock Holding Company or an Officer.

3.17. EMPLOYEE PLAN.  Any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan.

3.18. ESOP.  The employee stock ownership plan to be established by the Bank or the Stock Holding Company.

3.19. ESTIMATED VALUATION RANGE.  The dollar range of the proposed Offering, as determined by the Independent Appraiser before the Offering and as it may be amended from time to time thereafter.  The Estimated Valuation Range may vary within 15% above or 15% below the midpoint of such range, with a possible adjustment by up to 15% above the Range Maximum.

3.20. EXCHANGE ACT.  The Securities Exchange Act of 1934, as amended.

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3.21. FDIC.  The Federal Deposit Insurance Corporation.

3.22. GROUP MAXIMUM PURCHASE LIMIT.  The limitation on the purchase of shares of Conversion Stock established by Section 8.3, as such limit may be increased pursuant to said Section 8.3.

3.23. INDEPENDENT APPRAISER.  The appraiser retained by the Bank to prepare an appraisal of the pro forma market value of the Conversion Stock.

3.24. INDEPENDENT VALUATION.  The estimated pro forma market value of the Conversion Stock as determined by the Independent Appraiser.

3.25. INDIVIDUAL MAXIMUM PURCHASE LIMIT.  The limitation on the purchase of shares of Conversion Stock established by Section 8.2, as such limit may be increased pursuant to said Section 8.2.

3.26. INFORMATION STATEMENT.  The information statement required to be sent to the Shareholders in connection with the Special Meeting.

3.27. LIQUIDATION ACCOUNT.  The liquidation account established pursuant to Section 9.7 of the Plan.

3.28. LOCAL COMMUNITY.  The Massachusetts communities of Dorchester and Milton.

3.29. MARKETING AGENT.  The broker-dealer responsible for organizing and managing the Conversion and assisting with the sale of the Conversion Stock.

3.30. MARKET MAKER.  A Broker-Dealer who, with respect to a particular security, (A) (x) regularly publishes bona fide competitive bid and offer quotations in a recognized inter-dealer quotation system or (y) furnishes bona fide competitive bid and offer quotations on request, and (B) is ready, willing and able to effect transactions in reasonable quantities at the Broker-Dealer’s quoted prices with other brokers or dealers.

3.31. NON-TAX-QUALIFIED EMPLOYEE PLAN.  Any defined benefit plan or defined contribution plan which is not qualified under Section 401 of the Internal Revenue Code of 1986, as amended.

3.32. OFFERING.  The Subscription Offering and the Direct Community Offering.

3.33. OFFICER.  The Chairman of the Board, the President, any officer of the level of vice president or above, the Clerk and the Treasurer of the Bank, or the Stock Holding Company, as the case may be.

3.34. PERSON.  An individual, a corporation, a partnership, an association, a joint-stock company, a trust (including Individual Retirement Accounts, SEPs and Keogh Accounts), any

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unincorporated organization or similar association, a government entity or political subdivision or a group Acting in Concert.

3.35. PLAN.  This Plan of Conversion, as it exists on the date hereof and as it may hereafter be amended in accordance with its terms.

3.36. QUALIFYING DEPOSIT.  The aggregate balances of all Deposit Accounts of an Eligible Account Holder as of the close of business on the Eligibility Record Date or of a Supplemental Eligible Account Holder as of the close of business on the Supplemental Eligibility Record Date, as the case may be, provided that such aggregate balance is not less than $50.

3.37. RANGE MAXIMUM.  The valuation which is 15% above the midpoint of the Estimated Valuation Range.

3.38. RANGE MINIMUM.  The valuation which is 15% below the midpoint of the Estimated Valuation Range.

3.39. REGULATIONS.  The regulations of the Division regarding the conversion of a co-operative bank from mutual to stock form.

3.40. SEC.  The Securities and Exchange Commission.

3.41. SHAREHOLDER.  A depositor or holder of any shares or accounts in the Bank, also referred to as a “member.”

3.42. SPECIAL MEETING.  The Special Meeting of Shareholders called for the purpose of voting on the Plan.

3.43. STOCK HOLDING COMPANY.  The stock-form holding company that will own 100% of the outstanding capital stock of the Bank upon consummation of the Conversion.

3.44. SUBSCRIPTION OFFERING.  The offering of Conversion Stock to Persons holding non-transferrable subscription rights pursuant to the Plan.

3.45. SUBSCRIPTION PRICE.  The price per share, as provided in Section 5.2 of the Plan, at which the Conversion Stock will be sold in the Offering.

3.46. SUBSIDIARY.  A company that is controlled by another company, either directly or indirectly through one or more subsidiaries.

3.47. SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER.  Any Person (other than Officers or directors, as applicable, of the Bank, or their respective Associates) holding a Qualifying Deposit on the Supplemental Eligibility Record Date.

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3.48. SUPPLEMENTAL ELIGIBILITY RECORD DATE.  December 31, 2011, the date for determining who qualifies as a Supplemental Eligible Account Holder.

3.49. TAX-QUALIFIED EMPLOYEE PLAN.  Any defined benefit plan or defined contribution plan (including the ESOP, any stock bonus plan, profit-sharing plan, 401(k) plan or other plan) of the Bank, the Stock Holding Company or any of their respective Affiliates, which, with its related trusts, meets the requirements to be qualified under Section 401 of the Internal Revenue Code of 1986, as amended.

ARTICLE IV

GENERAL PROCEDURE FOR CONVERSION

4.1. PRECONDITIONS TO CONVERSION.  The Conversion is expressly conditioned upon prior occurrence of the following:

4.1.1 Approval of the Plan by the affirmative vote of two-thirds of the Shareholders present and voting at a regular or special meeting of such Shareholders and, if required by the FDIC, upon the affirmative vote of a majority of all Shareholders of the Bank.

4.1.2 Approval by the Commissioner of the Application, and approval by such other state and federal regulatory authorities as may be required to effect consummation of the Conversion.

4.2. SUBMISSION OF PLAN TO COMMISSIONER.  The Bank will submit the Plan to the Commissioner as part of the Application, together with a copy of the proposed Information Statement and all other material required by the Regulations, for approval by the Commissioner.  The Bank must also receive either a private letter ruling from the Internal Revenue Service or an opinion of its counsel as to the federal income tax consequences of the Conversion, substantially to the effect that the Conversion will not result in any adverse federal income tax consequence to the Bank, the Stock Holding Company, Eligible Account Holders or Supplemental Eligible Account Holders.  Upon a determination by the Commissioner that the Application is complete, the Bank will publish and post public announcements and notices of the Application as required by the Commissioner and the Regulations.

4.3. SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE PLAN.  Following approval of the Plan by the Commissioner, the Special Meeting shall be scheduled in accordance with the Bank’s Bylaws, and the Plan (as revised in response to comments received from the Commissioner) and any additional information required pursuant to the Regulations, will be submitted to the Shareholders for their consideration and approval at the Special Meeting.  The Bank will mail to each Shareholder a copy of the Information Statement not less than seven (7) days before the Special Meeting.  Following approval of the Plan by the Shareholders, the Bank intends to take such steps as may be appropriate pursuant to applicable laws and regulations to convert the Bank to a Massachusetts co-operative bank in the stock form and to otherwise effect the Conversion.

4.4. THE STOCK HOLDING COMPANY.  The Board of Directors of the Bank will take all necessary steps to form the Stock Holding Company and for the Stock Holding Company

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to complete the Offering, including the timely filing of all necessary applications to appropriate regulatory authorities and the filing of a registration statement to register the sale of the Conversion Stock with the SEC.

4.5. BANK CHARTER AND BYLAWS.  In connection with the Conversion, the Bank shall take appropriate steps to cause the Charter and Bylaws of the Bank to be modified and restated.

4.6. CONVERSION PROCEDURES.  The Conversion will be effected in any manner selected by the Board of Directors of the Bank which is consistent with the purposes of this Plan and applicable laws and regulations.  The choice of which method to use to effect the Conversion will be made by the Board of Directors of the Bank immediately before the consummation of the Conversion.  Approval of the Plan by the Board of Directors and Shareholders of the Bank shall also constitute (i) approval of the formation of the Stock Holding Company as set forth herein and (ii) approval of any other of the transactions that are necessary to implement the Plan.

4.7. OFFER AND SALE OF CONVERSION STOCK.  If the Shareholders approve the Plan, and upon receipt of all required regulatory approvals, the Conversion Stock will be offered for sale in a Subscription Offering simultaneously to Eligible Account Holders, Supplemental Eligible Account Holders, any Tax-Qualified Employee Plan, and directors, Officers and Employees in the manner set forth in Article VII hereof.  The Subscription Offering period will run for no less than twenty (20) but no more than forty-five (45) days from the date of distribution of the Subscription Offering materials, unless extended by the Stock Holding Company with the approval of the Commissioner.  If feasible, any Conversion Stock remaining may then be sold to the general public through a Direct Community Offering as provided in Article VII hereof, which may be held either subsequent to or concurrently with the Subscription Offering.

ARTICLE V

SHARES OF CONVERSION STOCK TO BE OFFERED

5.1. CONVERSION STOCK.  The Conversion Stock to be issued in the Conversion shall be fully paid and nonassessable.  The total number of shares of Conversion Stock authorized under the Stock Holding Company’s Charter will exceed the number of shares of Conversion Stock to be issued in the Conversion.  CONVERSION STOCK WILL NOT BE COVERED BY DEPOSIT INSURANCE.

5.2. INDEPENDENT VALUATION, PURCHASE PRICE AND NUMBER OF SHARES.

5.2.1 INDEPENDENT VALUATION.  The Independent Appraiser shall be employed by the Bank to provide it with an Independent Valuation as required by the Regulations, which value shall be included in the prospectus (as described in Section 6.1 of this Plan) filed with the Commissioner and the SEC.  The directors of the Bank shall thoroughly review and analyze the methodology and fairness of the Independent Valuation.  The Independent Valuation will be made by a written report to the Bank, contain the factors upon which the Independent Valuation

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was made and conform to procedures adopted by the Commissioner.  The Independent Valuation provided by the Independent Appraiser to the Bank before the commencement of the Subscription Offering will contain an Estimated Valuation Range of aggregate prices for the Conversion Stock to be sold in the Offering, which range shall be based on the anticipated pro forma market value of the Conversion Stock.  Such Estimated Valuation Range will establish a midpoint and will vary within 15% above such midpoint (the “Range Maximum”) to 15% below such midpoint (the “Range Minimum”).  The Independent Appraiser shall also present to the Bank at the close of the Subscription Offering an updated valuation of the pro forma market value of the Conversion Stock.

5.2.2 SUBSCRIPTION PRICE.  All shares sold in the Conversion will be sold at a uniform price of $10.00 per share (the “Subscription Price”).  The aggregate value for all shares of Conversion Stock issued in the Conversion valued for such purpose at the Subscription Price will be equal to the estimated consolidated pro forma market value of the Conversion Stock, as determined for such purpose by the Independent Appraiser.

5.2.3 NUMBER OF SHARES.  The total number of shares (and a range thereof) of Conversion Stock to be issued and offered for sale will be determined by the Stock Holding Company immediately before the commencement of the Subscription Offering based on the Independent Valuation, the Estimated Valuation Range and the Subscription Price.  The Independent Valuation, and such number of shares, shall be subject to adjustment thereafter if necessitated by market or financial conditions, with the approval of the Commissioner.  In particular, the total number of shares may be increased by up to 15% above the Range Maximum if the Independent Valuation is increased after the commencement of the Subscription Offering to reflect changes in market and financial conditions and the resulting aggregate purchase price is not more than 15% above the Range Maximum.

5.2.4 INCREASE OR DECREASE IN NUMBER OF SHARES.  The number of shares of Conversion Stock to be sold in the Offering may be increased or decreased by the Stock Holding Company, subject to the following provisions.  If the aggregate purchase price of the number of shares of Conversion Stock ordered is below the minimum of the Estimated Valuation Range, or materially above the Range Maximum, resolicitation of purchasers may be required, provided, however, that a resolicitation will not be required if the number of shares increases by up to 15% above the Range Maximum.  Any such resolicitation shall be effected in such manner and within such time as the Stock Holding Company shall establish, with the approval of the Commissioner.

5.2.5 CONFIRMATION OF VALUATION.  Notwithstanding the foregoing, no sale of Conversion Stock may be consummated unless and until the Independent Appraiser confirms to the Bank and to the Commissioner that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the aggregate value of all shares of Conversion Stock ordered, at the Subscription Price, is incompatible with its estimate of the aggregate consolidated pro forma market value of the Conversion Stock.  An increase in the aggregate value of the Conversion Stock by up to 15% above the Range Maximum would not be deemed to be material.  If such confirmation is not received, the Bank may cancel the Conversion, resolicit

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and extend the Conversion and establish a new Subscription Price and/or Estimated Valuation Range, or hold a new Conversion or take such other action as the Commissioner may permit.  The estimated pro forma market value of the Conversion Stock shall be determined for such purpose by an Independent Appraiser on the basis of such appropriate factors as are not inconsistent with the Regulations and will be confirmed upon completion of the Conversion.  In any case, the total number of shares of Conversion Stock to be issued in the Conversion will be determined by the Bank as follows: (a) the estimated aggregate pro forma market value of the Conversion Stock, immediately after Conversion as determined by the Independent Appraiser, expressed in terms of a specific aggregate dollar amount rather than as a range, shall be divided by (b) the Subscription Price.

ARTICLE VI

SUBSCRIPTION RIGHTS AND ORDERS FOR CONVERSION STOCK

6.1. DISTRIBUTION OF PROSPECTUS.  The Conversion shall be conducted in compliance with the Regulations and applicable SEC regulations.  As soon as practicable after the prospectus prepared by the Bank and the Stock Holding Company has been declared effective by the Commissioner and the SEC, copies of the prospectus and order forms will be distributed to all Eligible Account Holders, to all Supplemental Eligible Account Holders, to any Tax-Qualified Employee Plan, and to Employees, Officers and directors at their last known addresses appearing on the records of the Bank for the purpose of subscribing for shares of Conversion Stock in the Subscription Offering and will be made available (if and when a Community Offering is held) for use by Persons in the Community Offering.

6.2. ORDER FORMS.  Each order form will be preceded or accompanied by the prospectus describing the Stock Holding Company, the Bank, the Conversion Stock and the Offerings.  Each order form will contain, among other things, the following:

6.2.1 A specified date by which all order forms must be received by the Stock Holding Company, which date shall be not less than twenty (20) nor more than forty-five (45) days following the date on which the order forms are mailed by the Stock Holding Company, and which date will constitute the expiration of the Subscription Offering, unless extended;

6.2.2 The Subscription Price per share for the shares of Conversion Stock to be sold in the Offering;

6.2.3 A description of the minimum and maximum number of shares of Conversion Stock that may be subscribed for pursuant to the exercise of subscription rights or otherwise purchased in the Offering;

6.2.4 Instructions as to how the recipient of the order form is to indicate thereon the number of shares of Conversion Stock for which such Person elects to subscribe and the available alternative methods of payment therefor;

6.2.5 An acknowledgment that the recipient of the order form has received a copy of the prospectus before execution of the order form;

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6.2.6 A statement indicating the consequences of failing to properly complete and return the order form, including a statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Stock Holding Company within the Subscription Offering period such properly completed and executed order form, together with a check or money order in the full amount of the purchase price as specified in the order form for the shares of Conversion Stock for which the recipient elects to subscribe in the Subscription Offering (or by authorizing on the order form that the Bank withdraw said amount from a Deposit Account at the Bank maintained by such Person, but only if the Bank elects to permit such withdrawals from the type of such Deposit Account); and

6.2.7 A statement to the effect that the executed order form, once received by the Stock Holding Company, may not be modified or amended by the subscriber without the consent of the Stock Holding Company.

Notwithstanding the above, the Stock Holding Company reserves the right in its sole discretion to accept or reject orders received on photocopied or faxed order forms.

6.3. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT.  In the event order forms (a) are not delivered for any reason or are returned undelivered to the Stock Holding Company by the United States Postal Service, (b) are not received back by the Stock Holding Company or are received by the Bank after the expiration date specified thereon, (c) are defectively filled out or executed, (d) are not accompanied by the full required payment for the shares of Conversion Stock subscribed for (including cases in which Deposit Accounts from which withdrawals are authorized are insufficient to cover the amount of the required payment), or (e) are not mailed pursuant to a “NO MAIL” order placed in effect by the account holder, the Subscription Rights of the Person to whom such rights have been granted will lapse as though such Person failed to return the contemplated order form within the time period specified thereon; provided, however, that the Stock Holding Company may, but will not be required to, waive any immaterial irregularity on any order form or require the submission of corrected order forms or the remittance of full payment for subscribed shares by such date as the Stock Holding Company may specify, and all interpretations by the Bank and the Stock Holding Company, as applicable, of terms and conditions of this Plan and of the order forms will be final.

6.4. PAYMENT FOR CONVERSION STOCK.

6.4.1 All payments for Conversion Stock subscribed for or ordered in the Conversion must be delivered in full to the Stock Holding Company, together with a properly completed and executed order form on or before the expiration date specified on the order form, unless such date is extended by the Bank and the Stock Holding Company; provided, however, that if any Employee Plan subscribes for shares during the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Conversion Stock subscribed for by such plans at the Subscription Price upon consummation of the Conversion, provided, however, that, in the case of the ESOP there is in force from the time of its subscription until the consummation of the Conversion, a loan commitment to lend to the

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ESOP, at such time, the aggregated Subscription Price of the shares for which it subscribed.  The Stock Holding Company or the Bank may make scheduled discretionary contributions to an Employee Plan provided such contributions from the Bank, if any, do not cause the Bank to fail to meet its regulatory capital requirement.  Payment for Conversion Stock may also be made by a participant in an Employee Plan (including the Bank’s 401(k) plan) causing funds held for such participant’s benefit by an Employee Plan to be paid over for such purchase to the extent that such plan allows participants or any related trust established for the benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Conversion Stock.

6.4.2 Payment for Conversion Stock shall be made either by check, bank draft or money order, or if a purchaser has a Deposit Account in the Bank (and if the Bank has elected to permit such withdrawals from the type of Deposit Account maintained by such Person), such purchaser may pay for the shares subscribed for by authorizing the Bank to make a withdrawal from the purchaser’s Deposit Account at the Bank in an amount equal to the aggregate purchase price of such shares.  No wire transfers will be accepted.  Any authorized withdrawal, whether from a savings, passbook or certificate account, shall be without penalty as to premature withdrawal.  If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirements, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook savings rate.  Funds for which a withdrawal is authorized will remain in the purchaser’s Deposit Account but may not be used by the purchaser pending consummation of the Conversion or expiration of the 45-day period (or such longer period as may be approved by the Commissioner) following termination of the Subscription Offering, whichever occurs first.  After consummation of the Conversion, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Subscription Price.  Interest submitted will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect.  Interest on checks and money orders will be paid by the Bank at the Bank’s passbook savings rate.  Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Conversion.  If for any reason the Conversion is not consummated, all payments made by subscribers in the Conversion will be refunded to them with interest.  In case of amounts authorized for withdrawal from Deposit Accounts, refunds will be made by canceling the authorization for withdrawal.

ARTICLE VII

STOCK PURCHASE PRIORITIES

7.1. PRIORITIES FOR OFFERING.  All purchase priorities established by this Article VII shall be subject to the purchase limitations set forth in, and shall be subject to adjustment as provided in, Article VIII of this Plan.  In addition to the priorities set forth in this Article VII, the Bank may establish other priorities for the purchase of Conversion Stock, subject to the approval of the Commissioner.  The priorities for the purchase of shares in the Conversion are set forth in the following Sections.

7.2. CERTAIN DETERMINATIONS.  All interpretations or determinations of whether prospective purchasers are “RESIDENTS,” “ASSOCIATES,” or “ACTING IN CONCERT” and

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any other interpretations of any and all other provisions of the Plan shall be made by and at the sole discretion of the Bank and the Stock Holding Company, as applicable, and may be based on whatever evidence the Bank or the Stock Holding Company may choose to use in making any such determination.

7.3. MINIMUM PURCHASE; NO FRACTIONAL SHARES.  The minimum purchase by any Person shall be 25 shares (to the extent that shares of Conversion Stock are available for purchase), provided, however, that the aggregate purchase price for any minimum share purchase shall not exceed $500.  No fractional shares will be allocated or issued.

7.4. OVERVIEW OF PRIORITIES.  In descending order of priority, the opportunity to purchase Conversion Stock shall be given in the Subscription Offering to: (1) Eligible Account Holders; (2) Supplemental Eligible Account Holders; (3) Tax-Qualified Employee Plans; and (4) Employees, Officers and directors of the Bank.  Any shares of Conversion Stock that are not subscribed for in the Subscription Offering at the discretion of the Stock Holding Company may be offered for sale in a Direct Community Offering on terms and conditions and procedures satisfactory to the Stock Holding Company.

7.5. PRIORITIES FOR SUBSCRIPTION OFFERING.

7.5.1 FIRST PRIORITY: ELIGIBLE ACCOUNT HOLDERS.  Upon approval of the Plan by the Shareholders and the receipt of permission from the Commissioner and SEC to offer the Conversion Stock for sale, each Eligible Account Holder shall receive, without payment therefor, nontransferable subscription rights on a first priority basis to subscribe for a number of shares of Conversion Stock equal to the greatest of (x) a number determined by dividing the Individual Maximum Purchase Limit (as such term is defined in Section 8.2) by the per share Subscription Price, (y) one-tenth of one percent (0.10%) of the shares offered in the Conversion, or (z) 15 times the product (rounded down to the nearest whole number) obtained by multiplying (1) the total number of shares of Conversion Stock to be offered in the Conversion by (2) a fraction, of which the numerator is the Qualifying Deposit of the Eligible Account Holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders.  If there are insufficient shares available to satisfy all subscriptions of Eligible Account Holders, shares will be allocated to Eligible Account Holders so as to permit each such subscribing Eligible Account Holder to purchase a number of shares of Conversion Stock sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares subscribed for.  Thereafter, unallocated shares of Conversion Stock will be allocated pro rata to remaining subscribing Eligible Account Holders whose subscriptions remain unfilled in the same proportion that each such subscriber’s Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled.  Subscription rights to purchase Conversion Stock received by directors and Officers of the Bank (and their Associates) based on their increased deposits in the Bank in the one year preceding the Eligibility Record Date shall be subordinated to the subscription rights of other Eligible Account Holders.  To ensure proper allocation of stock, each Eligible Account Holder must list on his or her subscription order form all Deposit Accounts in which he or she had an ownership interest as of the Eligibility Record Date.

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7.5.2 SECOND PRIORITY: SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS.  To the extent there are shares remaining after satisfaction of subscriptions by Eligible Account Holders, each Supplemental Eligible Account Holder shall receive non-transferable subscription rights to subscribe for a number of shares of Conversion Stock equal to the greatest of (x) a number determined by dividing the Individual Maximum Purchase Limit by the per share Subscription Price, (y) one-tenth of one percent (0.10%) of the shares offered in the Conversion, or (z) 15 times the product (rounded down to the nearest whole number) obtained by multiplying (1) the total number of shares of Conversion Stock to be offered in the Conversion by (2) a fraction, of which the numerator is the Qualifying Deposit of the Supplemental Eligible Account Holder and the denominator is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders.  In the event Supplemental Eligible Account Holders subscribe for a number of shares of Conversion Stock which, when added to the shares subscribed for by Eligible Account Holders, exceeds available shares, the available shares of Conversion Stock will be allocated among subscribing Supplemental Eligible Account Holders so as to permit each subscribing Supplemental Eligible Account Holder to purchase a number of shares of Conversion Stock sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares subscribed for.  Thereafter, unallocated shares will be allocated to each subscribing Supplemental Eligible Account Holder whose subscription remains unfilled in the same proportion that such subscriber’s Qualifying Deposit on the Supplemental Eligibility Record Date bears to the total amount of Qualifying Deposits of all subscribing Supplemental Eligible Account Holders whose subscriptions remain unfilled.

7.5.3 THIRD PRIORITY: TAX-QUALIFIED EMPLOYEE PLANS.  To the extent there are shares remaining after satisfaction of subscriptions by Eligible Account Holders and Supplemental Eligible Account Holders, the Tax-Qualified Employee Plans shall be given the opportunity to purchase in the aggregate up to 10% of the Conversion Stock issued in the Conversion.  If the Tax-Qualified Employee Plans are not able to fill their orders in the Offering, then the Tax-Qualified Employee Plans may purchase shares in the open market following consummation of the Conversion.

7.5.4 FOURTH PRIORITY: EMPLOYEES, OFFICERS AND DIRECTORS.  To the extent there are shares remaining after satisfaction of subscriptions by Eligible Account Holders, Supplemental Eligible Account Holders, and any Tax-Qualified Employee Plans, each Employee, Officer and director of the Bank who is not an Eligible Account Holder or a Supplemental Eligible Account Holder shall receive non-transferable subscription rights to subscribe for shares of Conversion Stock offered in the Conversion in an amount equal to the Individual Maximum Purchase Limit; provided, however, that the aggregate number of shares of Conversion Stock that may be purchased by Employees, Officers and directors in the Conversion shall be limited to 30% of the total number of shares of Conversion Stock issued in the Conversion (including shares purchased by Employees, Officers and directors under this Section 7.5.4 and under the preceding priority categories, but not including shares purchased by the ESOP).  In the event that Employees, Officers and directors subscribe under this Section 7.5.4 for more shares of Conversion Stock than are available for purchase by them, the shares of Conversion Stock available for purchase will be allocated by the Stock Holding Company among such subscribing Persons on an equitable basis, such as by giving weight to the order size, period

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of service, compensation and position of the individual subscriber, subject to the purchase limitations set forth in Article VIII.

7.6. PRIORITIES FOR DIRECT COMMUNITY OFFERING.

7.6.1 Any shares of Conversion Stock not subscribed for in the Subscription Offering may be offered for sale in a Direct Community Offering.  This will involve an offering of all unsubscribed shares of Conversion Stock directly to the general public.  The Direct Community Offering, if any, shall be for a period of not more than forty-five (45) days unless extended by the Stock Holding Company, and shall commence concurrently with, during or promptly after the Subscription Offering.  The Stock Holding Company may use a broker, dealer or investment banking firm or firms on a best efforts basis to sell the unsubscribed shares in the Subscription and Direct Community Offering.  The Stock Holding Company may pay a commission or other fee to such entity or entities as to the shares sold by such entity or entities in the Subscription and Direct Community Offering and may also reimburse such entity or entities for reasonable expenses incurred in connection with the sale.  The Conversion Stock will be offered and sold in the Direct Community Offering, in accordance with the Regulations, so as to achieve the widest distribution of the Conversion Stock.  In making the Direct Community Offering, the Stock Holding Company will give preference to natural persons residing in the Local Community.  Orders accepted in the Direct Community Offering shall be filled up to a maximum not to exceed 2% of the Conversion Stock offered in the Conversion, and thereafter remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled.  No Person may subscribe for or purchase more than the Individual Maximum Purchase Limit of Conversion Stock in the Direct Community Offering.  The Stock Holding Company, in its sole discretion, may reject subscriptions, in whole or in part, received from any Person under this Section 7.6.

7.6.2 In the event of an oversubscription for shares in the Direct Community Offering, available shares will be allocated (to the extent shares remain available) first to cover orders of natural Persons residing in the Local Community, so that each such Person may receive 100 shares, and thereafter, on a pro rata basis to such Persons based on the amount of their respective subscriptions or on such other reasonable basis as may be determined by the Stock Holding Company.  If oversubscription does not occur among natural Persons residing in the Local Community, the allocation process to cover orders of other Person subscribing for shares in the Direct Community Offering shall be as described above for natural Persons.

7.6.3 The terms “RESIDENT,” “RESIDENCE,” “RESIDE,” or “RESIDING” as used herein with respect to any Person shall mean any Person who occupies a dwelling within the Local Community, has an intent to remain within the Local Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Local Community together with an indication that such presence within the Local Community is not merely transitory in nature.  To the extent the Person is a corporation or other business entity, the principal place of business or headquarters must be in the Local Community.  The Bank may use deposit or loan records or such other evidence provided to it to determine whether a Person is a resident.  In all cases, however, such a determination shall be in the sole discretion of the Bank or the Stock Holding Company.

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ARTICLE VIII

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK

8.1. GENERAL.  Purchases of Conversion Stock in the Conversion will be subject to the purchase limitations set forth in this Article VIII.

8.2. INDIVIDUAL MAXIMUM PURCHASE LIMIT.  This Section 8.2 sets forth the “INDIVIDUAL MAXIMUM PURCHASE LIMIT.” No Person (or Persons exercising subscription rights through a single Qualifying Deposit held jointly) may purchase in the Offering (including the Subscription Offering and the Direct Community Offering) more than $150,000 of Conversion Stock, except that: (i) the Stock Holding Company may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, (x) increase such Individual Maximum Purchase Limit to up to 5% of the number of shares of Conversion Stock offered in the Conversion or (y) decrease such Individual Maximum Purchase Limit to no less than one-tenth of one percent (0.10%) of the number of shares of Conversion Stock offered in the Conversion; and (ii) Tax-Qualified Employee Plans may purchase up to 10% of the shares issued in the Conversion.  If the Stock Holding Company increases the Individual Maximum Purchase Limit (as permitted by this Section 8.2), subscribers in the Subscription Offering who ordered the previously-effective maximum amount will be, and certain other large subscribers in the sole discretion of the Stock Holding Company may be, given the opportunity to increase their subscriptions up to the then applicable limit.  Requests to purchase additional shares of Conversion Stock under this provision will be determined by the Stock Holding Company, in its sole discretion.

8.3. GROUP MAXIMUM PURCHASE LIMIT.  This Section 8.3 sets forth the “GROUP MAXIMUM PURCHASE LIMIT.” No Person and his or her Associates or group of Persons Acting in Concert, may purchase in the Offering more than $250,000 worth of Conversion Stock offered in the Conversion, except that: (i) the Stock Holding Company may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, (x) increase such Group Maximum Purchase Limit to up to 5% of the number of shares of Conversion Stock offered in the Conversion or (y) decrease such Group Maximum Purchase Limit to no less than one-tenth of one percent (0.10%) of the number of shares of Conversion Stock offered in the Conversion; and (ii) Tax-Qualified Employee Plans may purchase up to 10% of the shares issued in the Conversion.  Notwithstanding the foregoing, in the event that the Stock Holding Company increases the Individual Maximum Purchase Limit (as permitted by Section 8.2) to a number that is in excess of the Group Maximum Purchase Limit established by this Section 8.3, the Group Maximum Purchase Limit shall automatically be increased so as to be equal to the Individual Maximum Purchase Limit, as adjusted.

8.4. PURCHASES BY OFFICERS AND DIRECTORS.  The aggregate number of shares of Conversion Stock to be purchased in the offering by Officers and directors of the Bank (and their Associates) shall not exceed 30% of the total number of shares of Conversion Stock issued in the Conversion.

8.5. SPECIAL RULE FOR TAX-QUALIFIED EMPLOYEE PLANS.  Shares of Conversion Stock purchased by any individual participant (“PLAN PARTICIPANT”) in a Tax-

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Qualified Employee Plan using funds therein pursuant to the exercise of subscription rights granted to such Participant in his individual capacity as an Eligible Account Holder or Supplemental Eligible Account Holder shall not be deemed to be purchases by a Tax-Qualified Employee Plan for purposes of calculating the maximum amount of Conversion Stock that Tax-Qualified Employee Plans may purchase pursuant to this Plan, if the individual Plan Participant controls or directs the investment authority with respect to such account or subaccount.

8.6. ILLEGAL PURCHASES.  Notwithstanding any other provision of the Plan, no Person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the Financial Industry Regulatory Authority, particularly those regarding free riding and withholding.  The Stock Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished.

8.7. REJECTION OF ORDERS.  The Stock Holding Company has the right in its sole discretion to reject any order submitted by a Person whose representations the Stock Holding Company believes to be false or who it otherwise believes, either alone or Acting in Concert with others, is violating, circumventing, or intends to violate, evade or circumvent the terms and conditions of the Plan.

8.8. SUBSCRIBERS IN NON-QUALIFIED STATES OR IN FOREIGN COUNTRIES.  The Stock Holding Company, in its sole discretion, may make reasonable efforts to comply with the securities laws of any state in the United States in which its depositors reside, and will only offer and sell the Conversion Stock in states in which the offers and sales comply with such states’ securities laws.  However, no Person will be offered or allowed to purchase any Conversion Stock under the Plan if he or she resides in a foreign country or in a state of the United States with respect to which any of the following apply: (i) the offer or sale of shares of Conversion Stock to such Persons would require the Stock Holding Company or its Employees to register, under the securities laws of such state or foreign country, as a broker or dealer or to register or otherwise qualify its securities for sale in such state or foreign country; or (ii) such registration or qualification would be impracticable for reasons of cost or otherwise.

8.9. NO OFFER TO TRANSFER SHARES.  Before the consummation of the Conversion, no Person shall offer to transfer, or enter into any agreement or understanding to transfer the legal or beneficial ownership of any subscription rights or shares of Conversion Stock, except pursuant to the Plan.  The following shall not constitute impermissible transfers under this Plan.  Any Person having subscription rights in his or her individual capacity as an Eligible Account Holder or Supplemental Eligible Account Holder may exercise such subscription rights by causing a tax-qualified plan to make such purchase using funds allocated to such Person in such tax-qualified plan if such individual plan participant controls or directs the investment authority with respect to such account or subaccount.  A tax-qualified plan that maintains an Eligible Deposit Account in the Bank as trustee for or for the benefit of a Person who controls or directs the investment authority with respect to such account or subaccount (“BENEFICIARY”) may, in exercising its subscription rights, direct that the Conversion Stock be issued in the name of such individual Beneficiary in his or her individual capacity.

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8.10. CONFIRMATION BY PURCHASERS.  Each Person ordering Conversion Stock in the Conversion will be deemed to confirm that such purchase does not conflict with the purchase limitations in the Plan.  All questions concerning whether any Persons are Associates or a Group Acting in Concert or whether any purchase conflicts with the purchase limitations in the Plan or otherwise violates any provision of the Plan shall be determined by the Stock Holding Company in its sole discretion.  Such determination shall be conclusive, final and binding on all Persons and the Stock Holding Company may take any remedial action, including without limitation rejecting the purchase or referring the matter to the Commissioner for action, as in its sole discretion the Stock Holding Company may deem appropriate.

ARTICLE IX

POST OFFERING MATTERS

9.1. STOCK PURCHASES AFTER THE CONVERSION.  For a period of three years after the Conversion, no Officer or director of the Stock Holding Company or the Bank, or his or her Associates, may purchase, without the prior written approval of the Commissioner, any Conversion Stock, except from a broker-dealer registered with the SEC, provided that the foregoing shall not apply to (x) negotiated transactions involving more than 1% of the outstanding Conversion Stock, or (y) purchases of stock made by and held by or otherwise made pursuant to any Tax-Qualified or Non-Tax-Qualified Employee Plan of the Bank or the Stock Holding Company even if such stock is attributable to Officers, directors or their Associates.

9.2. RESALES OF STOCK BY MANAGEMENT PERSONS.  Conversion Stock purchased in the Conversion by Officers and directors of the Bank or the Stock Holding Company may not be resold for a period of at least one year following the date of purchase, except in the case of death or substantial disability, as determined by the Commissioner, of such person, or upon the written approval of the Commissioner.

9.3. STOCK CERTIFICATES.  Each stock certificate shall bear a legend giving appropriate notice of the restrictions set forth in Section 9.2.  Appropriate instructions shall be issued to the Stock Holding Company’s transfer agent with respect to applicable restrictions on transfers of such stock.  Any shares of stock issued as a stock dividend, stock split or otherwise with respect to such restricted stock, shall be subject to the same restrictions as apply to the restricted stock.

9.4. RESTRICTION ON FINANCING STOCK PURCHASES.  The Stock Holding Company will not offer or sell any of the Conversion Stock proposed to be issued to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by the Stock Holding Company, the Bank or any of their Affiliates.

9.5. STOCK BENEFIT PLANS.  The Board of Directors of the Bank and/or the Board of Directors of the Stock Holding Company are permitted under the Regulations, and may decide, to adopt one or more stock benefit plans for the benefit of the Employees, Officers and directors of the Bank and Stock Holding Company, including an ESOP, an employer stock fund option in a 401(k) plan, stock award plans and stock option plans, which will be authorized to purchase Conversion Stock and grant options for Conversion Stock.  However, only the Tax-

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Qualified Employee Plans will be permitted to purchase Conversion Stock in the Conversion subject to the purchase priorities set forth in the Plan.  Pursuant to the Regulations, the Stock Holding Company may authorize the ESOP and any other Tax-Qualified Employee Plans to purchase in the aggregate up to 10% of the Conversion Stock to be issued.  The Bank or the Stock Holding Company may make scheduled discretionary contributions to one or more Tax-Qualified Employee Plans to purchase Conversion Stock or to purchase issued and outstanding shares of Conversion Stock or authorized but unissued shares of Conversion Stock subsequent to the completion of the Conversion, provided, however, that such contributions do not cause the Bank to fail to meet any of its regulatory capital requirements.

9.6. MARKET FOR CONVERSION STOCK.  The Stock Holding Company shall:

9.6.1 Use its best efforts to encourage and assist a Market Maker to establish and maintain a market for the Conversion Stock;

9.6.2 Use its best efforts to list the Conversion Stock on a national or regional securities exchange, or on the Nasdaq system; and

9.6.3 Register the Conversion Stock with the SEC pursuant to the Exchange Act, and undertake not to deregister such Conversion Stock for a period of three years thereafter.

9.7. LIQUIDATION ACCOUNT.

9.7.1 The Bank shall, at the time of the Conversion, establish a Liquidation Account in an amount equal to the net worth of the Bank as of the date of the latest consolidated statement of financial condition contained in the final Prospectus distributed in connection with the Conversion.  The function of the Liquidation Account is to establish a priority on liquidation and, except as otherwise provided in this Section 9.7, the existence of the Liquidation Account shall not operate to restrict the use or application of any of the net worth accounts of the Bank or the Stock Holding Company.  The Liquidation Account will be maintained by the Bank for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain Deposit Accounts with the Bank following the Conversion.  Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to each Deposit Account, hold a related inchoate interest in a portion of the Liquidation Account balance, in relation to each Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, as the case may be, or to such balance as it may be subsequently reduced, as hereinafter provided.  The initial Liquidation Account balance shall not be increased, and shall be subject to downward adjustment to the extent of any downward adjustment of any subaccount balance of any Eligible Account Holder or Supplemental Eligible Account Holder in accordance with the Regulations.

9.7.2 In the unlikely event of a complete liquidation of the Bank (and only in such event), following all liquidation payments to creditors (including those to depositors to the extent of their Deposit Accounts) each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidating distribution from the Liquidation Account, in the amount of the then-adjusted subaccount balances for his or her deposit accounts then held, before

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any liquidating distribution may be made to any holder of the Bank’s capital stock.  No merger, consolidation, reorganization, or purchase of bulk assets with assumption of deposit accounts and other liabilities, or similar transactions with an FDIC-insured institution, in which the Bank is not the surviving institution, shall be deemed to be a complete liquidation for this purpose.  In such transactions, the Liquidation Account shall be assumed by the surviving institution.

9.7.3 The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and/or Supplemental Eligible Account Holder shall be determined by multiplying the opening balance in the Liquidation Account by a fraction, the numerator of which is the amount of such Eligible Account Holder’s or Supplemental Eligible Account Holder’s Qualifying Deposit and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders in the Bank.  For Deposit Accounts in existence on both dates, separate subaccounts shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on such record dates.  Such initial subaccount balance shall not be increased by additional Deposits, but shall be subject to downward adjustment as described below.

9.7.4 If, at the close of business on the last day of any period for which the Stock Holding Company has prepared audited financial statements subsequent to the effective date of the Conversion, the deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder is less than the lesser of: (i) the balance in the Deposit Account at the close of business on the last day of any period for which the Stock Holding Company has prepared audited financial statements subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date; or (ii) the amount in such Deposit Account as of the Eligibility Record Date or Supplemental Eligibility Record Date, then the subaccount balance for such Deposit Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in the balance of such Deposit Account.  In the event of such downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account.  If any such Deposit Account is closed, the related subaccount shall be reduced to zero.  For purposes of this Section 9.7, a time account shall be deemed to be closed upon its maturity date regardless of any renewal thereof.  A distribution of each subaccount balance may be made only in the event of a complete liquidation of the Bank subsequent to the Conversion and only out of funds available for such purpose after payment of all creditors.

9.7.5 The Bank shall not be required to set aside funds for the purpose of establishing the Liquidation Account, and the creation and maintenance of the Liquidation Account shall not operate to restrict the use or application of any of the net worth accounts of the Bank, except that the Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its net worth to be reduced below the amount required for the Liquidation Account.

9.8. PAYMENT OF DIVIDENDS.  The Bank may not declare or pay a cash dividend on its outstanding capital stock if the effect thereof would cause its regulatory capital to be reduced below the amount required to maintain the Liquidation Account and under FDIC rules

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and regulations.  Otherwise, the Bank and the Stock Holding Company may declare dividends in accordance with applicable laws and regulations.

9.9. REPURCHASE OF CONVERSION STOCK.  The Stock Holding Company has no present intention of repurchasing any of the Conversion Stock.  However, based upon facts and circumstances following the Conversion and subject to applicable regulatory and accounting requirements, the Board of Directors of the Stock Holding Company may determine to repurchase stock in the future.  Such facts and circumstances may include but not be limited to: (i) market and economic factors such as the price at which the Conversion Stock is trading in the market, the volume of trading, the attractiveness of other investment alternatives in terms of the rate of return and risk involved in the investment, the ability to increase the book value and/or earnings per share of the remaining outstanding shares, and the opportunity to improve the Stock Holding Company’s return on equity; (ii) the avoidance of dilution to stockholders by not having to issue additional shares to cover the exercise of stock options or the purchase of shares by the ESOP in the event the ESOP is unable to acquire shares in the Subscription Offering, or to fund the any stock plans adopted after the consummation of the Conversion; and (iii) any other circumstances in which repurchases would be in the best interests of the Stock Holding Company and its stockholders.

9.10. CONVERSION EXPENSES.  The Regulations require that the expenses of the Conversion must be reasonable.  The Bank will use its best efforts to assure that the expenses incurred by the Bank and the Stock Holding Company in effecting the Conversion will be reasonable.

9.11. PUBLIC INSPECTION OF CONVERSION APPLICATION.  The Bank and the Stock Holding Company will maintain a copy of the Application in the main banking office of the Bank and such copy will be available for public inspection.

9.12. ENFORCEMENT OF TERMS AND CONDITIONS.  Each of the Bank and the Stock Holding Company shall have the right to take all such action as it, in its sole discretion, may deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in the Plan and the terms, conditions and representations contained in the Order Forms, including, but not limited to, the right to require any subscriber or purchaser to provide evidence, in a form satisfactory to the Bank and the Stock Holding Company, of such Person’s eligibility to subscribe for or purchase shares of the Conversion Stock under the terms of the Plan and the absolute right (subject only to any necessary regulatory approvals or concurrence) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock that it believes 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 Stock Holding Company, the Bank and their Board of Directors, Board of Directors, Officers, Employees and agents shall be free from any liability to any Person on account of any such action.

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9.13. VOTING RIGHTS FOLLOWING CONVERSION.  Following the Conversion, the holders of the capital stock of the Stock Holding Company shall have exclusive voting rights in the Stock Holding Company.

ARTICLE X

MISCELLANEOUS

10.1. INTERPRETATION OF PLAN.  All interpretations of the Plan and application of its provisions to particular circumstances by the Bank and the Stock Holding Company shall be final, subject to the authority of the Commissioner.  When a reference is made in this Plan to Sections or Articles, such reference shall be to a Section of or Article to the Plan unless otherwise indicated.  References to Sections include subsections, which are part of the related Section (e.g., a section numbered “Section 5.5.1” would be part of “Section 5.5” and references to “Section 5.5” would also refer to material contained in the subsection described as “Section 5.5.1”).  The headings contained in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan.  Whenever the words “include,” “includes” or “including” are used in the Plan, they shall be deemed to be followed by the words “without limitation.”

10.2. AMENDMENT OR TERMINATION OF THE PLAN.  If deemed necessary or desirable, the terms of the Plan may be substantively amended by the Board of Directors of the Bank as a result of comments from regulatory authorities or otherwise at any time before approval of the Plan by the Commissioner and at any time thereafter with the concurrence of the Commissioner.  If amendments to the Plan are made after the Special Meeting, no further approval of the Shareholders will be necessary unless otherwise required by the Commissioner.  The Plan may be terminated by the Board of Directors in its sole discretion, at any time before the Special Meeting and at any time thereafter with the concurrence of the Commissioner.  The Plan will terminate if the sale of all shares of Conversion Stock is not completed within twenty four (24) months from the date of approval of the Plan by the Board of Directors.

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

MEETINGHOUSE BANCORP, INC.

FIRST: The undersigned, Anthony A. Paciulli, whose address is 2250 Dorchester Avenue, Dorchester, MA 02124, being at least eighteen (18) years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland.

SECOND: The name of the Corporation (hereinafter the “Corporation”) is:

MEETINGHOUSE BANCORP, INC.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the general laws of the State of Maryland.

FOURTH: The present address of the principal office of the Corporation in the State of Maryland is 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.

FIFTH:  The name and address of the resident agent of the Corporation is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.  Said resident agent is a Maryland corporation.

SIXTH:

A.The total number of shares of stock of all classes of stock which the Corporation has authority to issue is five million five hundred thousand (5,500,000) shares, having an aggregate par value of Fifty Five Thousand Dollars ($55,000), of which five million (5,000,000) are to be shares of common stock with a par value of one cent ($0.01) per share, and five hundred thousand (500,000) are to be shares of preferred stock with a par value of one cent ($0.01) per share.

B.A description of each class of stock of the Corporation, including any voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations and restrictions thereof, is as follows:

1.Common Stock.  Subject to all of the rights of the preferred stock as expressly provided in these Articles of Incorporation, by law or by the Board of Directors in a resolution(s) pursuant to this Article SIXTH, the common stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by Maryland law in the absence of any express grant of rights or privileges in the Corporation’s Articles of Incorporation, including but not limited to, the following:

a.Holders of the common stock shall be entitled to one (1) vote per share on each matter submitted to a vote at a meeting of stockholders; provided, however, that there shall not be any cumulative voting of the common stock.

b.Dividends may be declared and paid or set aside for payment upon the common stock out of any assets or funds of the Corporation legally available therefor.

c.Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, its net assets shall be distributed ratably to holders of the common stock.

2.Preferred Stock.  The Board of Directors is expressly authorized to classify and reclassify any unissued shares of preferred stock, and to divide and classify shares of any class into one or more series of such class, by determining, fixing or altering from time to time before issuance any one or more of the following:

a.The distinctive designation of such class or series and the number of shares to constitute such class or series; provided however, that unless otherwise prohibited by the terms of such or any other class or series, the number of shares of any class or series may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such class or series may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any class or series which have been redeemed, purchased, otherwise acquired, or converted into shares of common stock or any other class or series shall remain part of the authorized preferred stock and be subject to classification and reclassification as provided in this Paragraph B.2.

b.Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such class or series, whether any such dividends shall rank senior or junior to or on a parity with the dividends payable on any other class or series of stock, and the status of any such dividends as cumulative, cumulative to a limited extent or non-cumulative, and as participating or non-participating.

c.Whether or not shares of such class or series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights.

d.Whether or not shares of such class or series shall have conversion or exchange privileges and, if so, the terms and conditions thereof, including provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors shall determine.

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e.Whether or not shares of such class or series shall be subject to redemption and, if so, the terms and conditions of such redemption, including the date(s) upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether or not there shall be any sinking fund or purchase account in respect thereof, and if so, the terms thereof.

f.The rights of the holders of shares of such class or series upon the liquidation, dissolution, or winding up of the affairs of, or upon any distribution of the assets of, the Corporation, which rights may vary depending upon whether such liquidation, dissolution, or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and whether such rights shall rank senior or junior to or on a parity with such rights of any other class or series of stock.

g.Whether or not there shall be any limitations applicable, while shares of such class or series are outstanding, upon the payment of dividends or making of distributions on, or the acquisition of, or the use of monies for the purchase or redemption of, any capital stock of the Corporation, or upon any other action of the Corporation, including action under this Paragraph B.2, and, if so, the terms and conditions thereof.

h.Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not inconsistent with law and the Articles of Incorporation of the Corporation.

C.1.Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns shares of common stock in excess of the Limit (as hereinafter defined), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit.  The number of votes which may be cast by any record owner by virtue of the provisions hereof in respect of common stock beneficially owned by such person beneficially owning shares in excess of the Limit shall be a number equal to the total number of votes which a single record owner of all common stock beneficially owned by such person would be entitled to cast (subject to the provisions of this Article SIXTH), multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of common stock beneficially owned by such person owning shares in excess of the Limit.  The provisions of this Section C of Article SIXTH shall not be applicable, and any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns shares of common stock in excess of the Limit shall have full voting rights with respect to all shares

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owned of record, if, before the beneficial owner of such shares acquired beneficial ownership of shares in excess of the Limit, the beneficial owner’s ownership of shares in excess of the Limit shall have been approved by a majority of the Unaffiliated Directors (as defined below).

2.The following definitions shall apply to this Section C of Article SIXTH:

a.“Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date of filing of these Articles of Incorporation.

b.“Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however, that a person shall, in any event, also be deemed the “beneficial owner” of any common stock:

(1)which such person or any of its Affiliates beneficially owns, directly or indirectly; or

(2)which such person or any of its Affiliates 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 (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract or other arrangement with the Corporation to effect any transaction which is described in any one or more of Paragraphs 1 through 5 of Section A of Article NINTH), or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise, or (b) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or

(3)which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or

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disposing of any shares of capital stock of the Corporation; and provided further, however, that:  (a) no Director or Officer of the Corporation (or any Affiliate of any such Director or Officer) shall, solely by reason of any or all of such Directors or Officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any common stock beneficially owned by any other such Director or Officer (or any Affiliate thereof); and (b) neither any employee stock ownership plan or similar plan of the Corporation or any subsidiary of the Corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan.  For purposes only of computing the percentage of beneficial ownership of common stock of a person, the outstanding common stock shall include shares deemed owned by such person through application of this Subparagraph C.2.b but shall not include any other shares of common stock which may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.  For all other purposes, the outstanding common stock shall include only shares of common stock then outstanding and shall not include any shares of common stock which may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

c.The “Limit” shall mean ten percent (10%) of the then-outstanding shares of common stock.

d.A “person” shall include an individual, a firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a limited liability company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities or any other entity.

e.“Unaffiliated Director” means any member of the Board of Directors who is unaffiliated with the person beneficially owning shares in excess of the Limit (the “10% Beneficial Owner”) and was a member of the Board of Directors before the 10% Beneficial Owner” became a 10% Beneficial Owner, and any Director who is thereafter chosen to fill any vacancy of the Board of Directors or who is elected and who, in either event, is unaffiliated with the 10% Beneficial Owner and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then on the Board of Directors.

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3.The Board of Directors shall have the power to construe and apply the provisions of this Section C and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to:  (a) the number of shares of common stock beneficially owned by any person; (b) whether a person is an Affiliate 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 ownership; (d) the application of any other definition or operative provision of this Section C to the given facts; or (e) any other matter relating to the applicability or effect of this Section C.

4.The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own shares of common stock in excess of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply the Corporation with complete information as to:  (a) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit; and (b) any other factual matter relating to the applicability or effect of this Section C as may reasonably be requested of such person.

5.Except as otherwise provided by law or expressly provided in this Section C, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section C) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in these Articles of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

6.Any constructions, applications or determinations made by the Board of Directors pursuant to this Section C in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its stockholders.

7.In the event any provision (or portion thereof) of this Section C shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section C shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section C remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.

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SEVENTH:

A.The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, except as these Articles of Incorporation or Maryland law otherwise provides; provided, however that any limitations on the Board of Director’s management or direction of the affairs of the Corporation shall reserve the Directors’ full power to discharge their fiduciary duties.

B.The Directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter with each Director to hold office for the term of office of his or her respective class and until his or her successor shall have been elected and qualified.  At each annual meeting of stockholders following such initial classification and election, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election with each Director to hold office for the term of office of his or her respective class and until his or her successor shall have been duly elected and qualified.

C.The names of the initial directors who will serve until their successors are duly elected and qualified are as follows:

First Class - Term Expiring 2012

William J. Fitzgerald

Richard Ng

Second Class - Term Expiring 2013

Barry T. Hannon

Paul G. Hughes

Anthony A. Paciulli

Third Class - Term Expiring 2014

Daniel T. Flatley

Ralph Gordon

Richard W. Shea

EIGHTH:

The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation, the directors and the stockholders:

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A.The Board of Directors is hereby empowered to authorize the issuance from time to time of shares of its stock of any class and securities convertible into shares of its stock of any class for such consideration as determined by the Board of Directors in accordance with the Maryland General Corporation Law (the “MGCL”), and without any action by the stockholders.

B.The Corporation, if authorized by the Board of Directors, may acquire shares of the Corporation’s capital stock.

C.No holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preemptive right to subscribe for or purchase any stock or any other securities of the Corporation other than such, if any, as the Board of Directors, in its sole discretion, may determine and at such price(s) and upon such other terms as the Board of Directors, in its sole discretion, may fix; and any stock or other securities which the Board of Directors may determine to offer for subscription may, as the Board of Directors in its sole discretion shall determine, be offered to the holders of any class, series or type of stock or other securities at the time outstanding to the exclusion of the holders of any or all other classes, series or types of stock or other securities at the time outstanding.

D.The Board of Directors shall have the power to create and to issue, whether or not in connection with the issuance and sale of any shares of stock or other securities of the Corporation, rights or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class(es), on such terms and conditions and in such form as the Board of Directors shall set forth in a resolution.

E.The Board of Directors shall have the power, subject to any limitations or restrictions imposed by law, to classify or reclassify any unissued shares of stock whether now or hereafter authorized, by fixing or altering in any one or more respects before issuance of such shares the voting powers, designations, preferences and relative, participating, optional or other special rights of such shares and the qualifications, limitations or restrictions of such preferences and/or rights.

F.The Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind the Bylaws of the Corporation by the affirmative vote of a majority of the directors then in office without the further approval of the stockholders.  Notwithstanding any other provision of these Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding that some lesser percentage may be specified by law), the Bylaws shall not be adopted, repealed, altered, amended or rescinded by the stockholders of the Corporation except by the affirmative vote of the holders of at least seventy five percent (75%) of the Voting Stock (after giving effect to the provisions of Article SIXTH), voting together as a single class.

G.The Board of Directors shall have the power to declare and authorize the payment of stock dividends payable in stock of one class of the Corporation’s capital stock to holders of stock of another class(es) of the Corporation’s capital stock.

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H.The Board of Directors shall have authority to exercise without a vote of stockholders all powers of the Corporation, whether conferred by law or by these Articles of Incorporation, to purchase, lease or otherwise acquire the business assets or franchises in whole or in part of other corporations or unincorporated business entities.

I.The Board of Directors shall have the power to borrow or raise money, from time to time and without limit, and upon any terms, for any corporate purposes, and, subject to the MGCL, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidences of indebtedness for monies so borrowed, to include therein such provisions as to redeemability, convertibility or otherwise as the Board of Directors, in its sole discretion, may determine and to secure the payment of principal, interest or sinking fund in respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets and goodwill of the Corporation then owed or thereafter acquired.

J.An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL.  If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

K.The Board of Directors may, in connection with the exercise of its business judgment involving any actual or proposed transaction which would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, or proxy solicitation (other than on behalf of the Board of Directors or otherwise)), in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to its stockholders, give due consideration to all relevant factors, including, but not limited to the following:  (1) the economic effect, both immediate and long-term, upon the Corporation’s stockholders, including stockholders, if any, choosing not to participate in the transaction; (2) effects, including any social and economic effects, on the employees, suppliers, creditors, depositors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (3) whether the proposal is acceptable based on the historical and current operating results or financial condition of the Corporation; (4) whether a more favorable price could be obtained for the Corporation’s stock or other securities in the future; (5) the reputation and business practices of

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the offeror and its management and affiliates as they would affect the employees; (6) the future value of the stock or any other securities of the Corporation; and (7) any antitrust or other legal and regulatory issues that are raised by the proposal.  If the Board of Directors determines that any actual or proposed transaction which would or may involve a change in control of the Corporation should be rejected, it may take any lawful action to accomplish its purpose, including, but not limited to, any and all of the following:  advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock, other securities or treasury stock or granting options with respect thereto; selling any of the assets of the Corporation; acquiring a company to create an antitrust or other regulatory problem for the party making the proposal; and obtaining a more favorable offer from another individual or entity.

L.Notwithstanding any provision of the MGCL requiring stockholder authorization of an action by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.

M.Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

NINTH:  The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law.  The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled.  The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.  No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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TENTH:  The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.  The Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.  Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, any amendment of Section C of Article SIXTH, Section B of Article SEVENTH, Sections F and J of Article EIGHTH and this Article TENTH of the Corporation’s Articles of Incorporation shall require the affirmative vote of seventy five percent (75%) of the issued and outstanding shares of capital stock entitled to vote.

[Signature pages follow]

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IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.

SIGNATURE OF INCORPORATOR:
/s/ Anthony A. Paciulli
Name:	Anthony A. Paciulli
Title:	Incorporator

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CONSENT OF RESIDENT AGENT

The undersigned hereby agrees to its designation as resident agent in the State of Maryland for this corporation.

CSC-LAWYERS INCORPORATING SERVICE COMPANY

/s/ Sylvia M. White

Name: Sylvia M. White

Title: Authorized Representative

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EX-3.2

Exhibit 3.2

BYLAWS

OF

MEETINGHOUSE BANCORP, INC.

ARTICLE I - STOCKHOLDERS

Section 1.ANNUAL MEETING

The annual meeting of the stockholders of Meetinghouse Bancorp, Inc. (the “Corporation”) shall be held each year at such date and time as the Board of Directors shall, in their discretion, fix.  The business to be transacted at the annual meeting shall include the election of directors and any other business properly brought before the meeting in accordance with these Bylaws.

Section 2.SPECIAL MEETINGS

A special meeting of the stockholders may be called at any time for any purpose(s) by the Chairman of the Board, the President, or by two-thirds of the total number of Directors which the Corporation would have if there were no vacancies on the Board of Directors.  By virtue of the Corporation’s election made hereby to be governed by Section 3-805 of the Maryland General Corporation Law, a special meeting of the stockholders shall be called by the Secretary of the Corporation upon the written request of the holders of at least a majority of all shares outstanding and entitled to vote on the business to be transacted at such meeting.  Notwithstanding the previous sentence, the Secretary of the Corporation shall not be obligated to call a special meeting of the stockholders requested by stockholders for the purpose of taking any action that is non-binding or advisory in nature.  Business transacted at any special meeting shall be confined to the purpose(s) stated in the notice of such meeting.

Section 3.PLACE OF MEETING

The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of stockholders.

Section 4.NOTICE OF MEETING; WAIVER OF NOTICE

Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at or to notice of such meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called, either by mail to his or her address as it appears on the records of the Corporation or by presenting it to him or her personally or by leaving it at his or her residence or usual place of business.  Notwithstanding the

foregoing provisions, a written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be equivalent to notice.  Attendance of a person entitled to notice at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such person attends the 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.

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided however, that if the date of the adjourned meeting is more than one hundred twenty (120) days after the record date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith.

Section 5.QUORUM

At any meeting of stockholders, the presence of a quorum for all purposes shall be determined as provided in the Articles of Incorporation unless or except to the extent that the presence of a larger number may be required by law.

If a quorum fails to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are represented in person or by proxy may adjourn the meeting to any place, date and time without further notice to a date not more than one hundred twenty (120) days after the original record date.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders to leave less than a quorum.

Section 6.CONDUCT OF BUSINESS

(a)The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

(b)At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 6(b).  For business to be properly brought before an annual meeting by a stockholder, the business must relate to a proper subject matter for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice must be delivered or mailed to and received at the principal executive office of the Corporation not less than ninety (90) days before the date of the annual meeting; provided, however, that in the event

that less than one hundred (100) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made.  A stockholder’s notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation’s capital stock that are beneficially owned by such stockholder, (iv) a statement disclosing (A) whether such stockholder is acting with or on behalf of any other person and (B) if applicable, the identity of such person, and (v) any material interest of such stockholder in such business.  Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(b).  The Chairman of the Board or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(b) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting in accordance with Article I, Section 2.

(c)Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as Directors.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 6(c).  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered or mailed to and received at the principal executive office of the Corporation not less than ninety (90) days before the date of the meeting; provided, however, that in the event that less than one hundred (100) days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.  Such stockholder’s notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s books, of such stockholder, (B) the class and number of shares of the Corporation’s capital stock that are beneficially owned by such stockholder, and (C) a statement

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disclosing (1) whether such stockholder or any nominee thereof is acting with or on behalf of any other person and (2) if applicable, the identity of such person.

(d)The various requirements set forth in subsections (b) and (c) of this Section 6 shall apply to all shareholder proposals and nominations, without regard to whether such proposals or nominations are required to be included in the Corporation’s proxy statement or form of proxy.

Section 7.VOTING

All elections shall be determined by a plurality of the votes cast, and, except as otherwise required by law or the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast.

Section 8.PROXIES

At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact.  Any facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.  A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

Section 9.CONTROL SHARE ACQUISITION ACT

Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation.  This Section 9 may be repealed at any time, in whole or in part, by a majority vote of the Corporation’s Board of Directors, whether before or after an acquisition of Control Shares (as such term is defined in Section 3-701(d) of the Maryland General Corporation Law, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as such term is defined in Section 3-701(e) of the Maryland General Corporation Law, or any successor provision).

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ARTICLE II - DIRECTORS

Section 1.GENERAL POWERS

The business and affairs of the Corporation shall be managed by its Board of Directors.  The Board of Directors may exercise all the powers of the Corporation, except those conferred on or reserved to the stockholders by statute or by the Articles of Incorporation or the Bylaws.  The Board may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, and which are not inconsistent with these Bylaws and with the Maryland General Corporation Law.

The Board of Directors shall annually elect a Chairman of the Board from among its members.  The Chairman of the Board shall serve in a general oversight capacity and shall preside at all meetings of the Corporation’s Board of Directors.  The Chairman of the Board shall perform all duties and have all powers which are commonly included in the office of the Chairman of the Board or which are delegated to him by the Board of Directors.

Section 2.NUMBER

The number of directors of the Corporation shall, by virtue of the Corporation’s election made hereby to be governed by Section 3-804(b) of the Maryland General Corporation Law, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number of directors shall never be less than the minimum number of directors required by the Maryland General Corporation Law.

Section 3.VACANCIES AND NEWLY CREATED DIRECTORSHIPS

By virtue of the Corporation’s election made hereby to be governed by Section 3-804(c) of the Maryland General Corporation Law, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held at such dates, such times and such places, either within or without the State of Maryland, as shall have been designated by the Board of Directors and publicized among all Directors.

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Section 5.SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the Board, by the Chief Executive Officer, or by two-thirds of the members of the Board of Directors in writing.  The person(s) authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Maryland, as the place for holding the special meeting of the Board of Directors called by them.

Section 6.NOTICE

A notice of a regular meeting shall not be required.  The Secretary shall give notice to each director of the date, time and place of each special meeting of the Board of Directors.  Notice is given to a director when it is delivered personally to him or her, left at his or her residence or usual place of business, or sent by telephone, telegraph, or similar means of transmission at least twenty four (24) hours before the time of the meeting, or in the alternative, when it is mailed to his or her address as it appears on the records of the Corporation, at least seventy two (72) hours before the time of the meeting.  Any director may waive notice of any meeting either before or after the holding thereof by written waiver filed with the records of 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.  Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7.TELEPHONIC MEETINGS

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.

Section 8.QUORUM

At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting without further notice or waiver thereof.

Section 9.MANNER OF ACTING

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors unless the concurrence of a greater proportion is required for such action by the Articles of Incorporation.

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Section 10.REMOVAL OF DIRECTORS

Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the shares of stock entitled to vote in the election of directors.

Section 11.RESIGNATION

A director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 12.COMPENSATION

By resolution of the Board of Directors, a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and other compensation for their services as such or on such committees, may be paid to directors, as compensation for such attendance at meetings and other services as a director may render to the Corporation.

Section 13.COMMITTEES

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a director(s) to serve as the member(s), designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that any such committee shall have no power or authority with reference to (i) declaring dividends or distributions on stock, (ii) issuing stock other than as authorized by the Board of Directors, (iii) recommending to the stockholders any action which requires stockholder approval, (iv) amending the Bylaws and (v) approving a merger or share exchange which does not require stockholder approval. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member(s) of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required

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by law.  Adequate provision shall be made for notice to members of all meetings.  The quorum requirements for each such committee shall be a majority of the members of such committee.  Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing(s) are filed with the minutes of the proceedings of such committee.

Section 14.ADVISORY DIRECTORS

The Board of Directors may by resolution appoint advisory directors to the Board, who may also serve as directors emeriti, and shall have such authority and receive such compensation and reimbursement as the Board of Directors shall provide.  Advisory directors or directors emeriti shall not have the authority to participate by vote in the transaction of business.

Section 15.INTEGRITY OF DIRECTORS.

A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE III - OFFICERS

Section 1.EXECUTIVE AND OTHER OFFICERS

The officers of the Corporation shall be a President, a Secretary and a Treasurer.  The Board of Directors may designate who shall serve as Chief Executive Officer, having general supervision of the business and affairs of the Corporation, and as Chief Operating Officer, having supervision of the operations of the Corporation; in the absence of a designation the President shall serve as Chief Executive Officer and Chief Operating Officer.  The Board of Directors may appoint such other officers as it may deem proper.  A person may hold more than one office in the Corporation but may not serve concurrently as both President and Vice President of the Corporation.

Section 2.PRESIDENT AND CHIEF EXECUTIVE OFFICER

The President and Chief Executive Officer shall be the principal executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which

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are commonly incident to the office of the President or which are delegated to him or her by the Board of Directors.  He or she shall have the power to sign all contracts, agreements, and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers (except the Chairman of the Board), employees and agents of the Corporation.

Section 3.VICE PRESIDENT(S)

The Vice President(s) shall perform the duties of the President in his or her absence or during his or her inability to act.  In addition, the Vice President(s) shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them by the Board of Directors or the President.  A Vice President(s) may be designated as Executive Vice President or Senior Vice President.

Section 4.SECRETARY

The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committees, in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; he or she shall be custodian of the records of the Corporation; he or she shall witness all documents on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required to be under its seal, and, when so affixed, may attest the same; and, in general, he or she shall perform all duties incident to the office of a secretary of a corporation, and such other duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 5.TREASURER

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors.  In general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 6.SUBORDINATE OFFICERS

The Corporation may have such subordinate officers as the Board of Directors may from time to time deem desirable.  Each such officer shall hold office for such period and perform such duties as the Board of Directors, the President or the committee or officer designated pursuant to these Bylaws may prescribe.

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Section 7.COMPENSATION

The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation.  It may authorize any committee or officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such subordinate officers.

Section 8.ELECTION, TENURE AND REMOVAL OF OFFICERS

The Board of Directors shall elect the officers.  The Board of Directors may from time to time authorize any committee or officer to appoint subordinate officers.  An officer serves for one year or until his or her successor is elected and qualified.  If the Board of Directors in its judgment finds that the best interests of the Corporation will be served, it may remove any officer or agent of the Corporation.  The removal of an officer or agent does not prejudice any of his or her contract rights.  The Board of Directors (or any committee or officer authorized by the Board of Directors) may fill a vacancy which occurs in any office for the unexpired portion of the term of that office.

ARTICLE IV – STOCK

Section 1.CERTIFICATES FOR STOCK

Each stockholder shall be entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation.  Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder and the class of stock and number of shares represented by the certificate and be in such form, not inconsistent with law or with the Articles of Incorporation, as shall be approved by the Board of Directors or any officer(s) designated for such purpose by resolution of the Board of Directors.  Each stock certificate shall be signed by the President or the Chairman of the Board, and countersigned by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer.  Each certificate shall be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures on each certificate may be either manual or facsimile signatures.  A certificate is valid and may be issued whether or not an officer who signed it is still an officer of the Corporation when it is issued.

Notwithstanding anything to the contrary herein, the Board of Directors may provide by resolution that some or all of the shares of any or all classes or series of the Corporation’s capital stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

Section 2.TRANSFERS

The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issuance, transfer and registration of certificates of stock or uncertificated shares of stock, and may appoint transfer agents and registrars thereof.  The duties of transfer agent and registrar may be combined.

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Section 3.RECORD DATE AND CLOSING OF TRANSFER BOOKS

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than ninety (90) nor less than ten (10) days before the date of such meeting, nor more than ninety (90) days before any other action.  The transfer books may not be closed for a period longer than twenty (20) days.  In the case of a meeting of stockholders, the closing of the transfer books shall be at least ten (10) days before the date of the meeting.

Section 4.STOCK LEDGER

The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class registered in the name of each stockholder.  The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection.  The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock, within or without the State of Maryland, or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland.

Section 5.CERTIFICATION OF BENEFICIAL OWNERS

The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.

Section 6.LOST, STOLEN OR DESTROYED STOCK CERTIFICATES

The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate or uncertificated shares in place of a stock certificate that is purportedly alleged to have been lost, stolen or destroyed, or the Board of Directors may delegate such power to any officer(s) of the Corporation.  In its discretion, the Board of Directors or such officer(s) may refuse to issue such new certificate or uncertificated shares except upon the order of a court having jurisdiction in the premises.

ARTICLE V - FINANCE

Section 1.CHECKS, DRAFTS, ETC.

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by

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resolution of the Board of Directors, be signed by the President or a Vice President and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

Section 2.FISCAL YEAR

The fiscal year of the Corporation shall commence on the first day of October and end on the last day of September in each year.

ARTICLE VI – MISCELLANEOUS PROVISIONS

Section 1.CORPORATE SEAL

The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary.  The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.VOTING UPON SHARES IN OTHER CORPORATIONS

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice President or a proxy appointed by any of them.  The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Section 3.MAIL

Any notice or other document which is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.

Adopted March 1, 2012

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EX-4.1

Exhibit 4.1

CERTIFICATE NO.     SEE REVERSE FOR CERTAIN DEFINITIONS   

COMMON STOCK

CUSIP                         

MEETINGHOUSE BANCORP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

THIS CERTIFIES THAT

S P E C I M E N

is the owner of:

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE

The shares represented by this certificate are transferable only on the stock transfer books of Meetinghouse Bancorp, Inc. (the “Corporation”) by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed.  This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation of the Corporation and any amendments thereto (copies of which are on file with the Corporate Secretary of the Corporation), to all of which provisions the holder by acceptance hereof, assents.

This certificate is not valid unless countersigned and registered by the Corporation’s Transfer Agent and Registrar.  The shares represented by this certificate are not of an insurable type and are not insured by the Federal Deposit Insurance Corporation or any other government agency or by the Share Insurance Fund.

IN WITNESS THEREOF, Meetinghouse Bancorp, Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed.

Dated:		[SEAL]
	President and Chief Executive Officer		Corporate Secretary

Meetinghouse Bancorp, Inc.

The shares represented by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit.

The Board of Directors of the Corporation is authorized by resolution(s), from time to time adopted, to provide for the issuance of preferred stock in series and to set and fix the relative rights, designations, preferences, voting powers, conversion or other rights, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series thereof.  The Corporation will furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFTS MIN ACT -	custodian for                  under Uniform
		Gifts to Minors Act
		(State)
TEN ENT -  as tenants by the entireties

JT TEN -  as joint tenants with right of survivorship and not as tenants in common	UNIF TRF MIN ACT -	custodian (until age       )
		under Uniform Transfers to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

For value received,                      hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFICATION NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

 shares of the common stock represented by this certificate, and do hereby irrevocably constitute and appoint                                                                                                                                                         , attorney, to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

DATED
	NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE GUARANTEED:
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15

EX-5.1

Exhibit 5.1

Suite 900 607 14th St., NW

Washington DC 20005-2018

t 202 508 5800 f 202 508 5858

March      , 2012 direct dial 202 508 5854 direct fax 202 585 0904 vcangelosi@kilpatricktownsend.com

Board of Directors

Meetinghouse Bancorp, Inc.

2250 Dorchester Avenue

Dorchester, Massachusetts 02124

Re:      Registration Statement on Form S-1

Gentlemen:

We have acted as special counsel for Meetinghouse Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) that the Company initially filed on March        , 2012 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder.

Pursuant to a Plan of Conversion adopted by the Board of Directors of Meetinghouse Bank (the “Bank”), the Registration Statement relates to the proposed issuance and sale by the Company of up to 661,250 shares (the “Offering Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) in a subscription offering and, if necessary, a community offering and/or a underwritten public offering (the “Offerings”).

In the preparation of this opinion, we have examined originals or copies identified to our satisfaction of: (i) the Company’s articles of incorporation; (ii) the Company’s bylaws; (iii) the Registration Statement, including the prospectus contained therein and the exhibits thereto; (iv) certain resolutions of the Board of Directors of the Company relating to the issuance of the Common Stock being registered under the Registration Statement; (v) the Plan of Conversion; (vi) the trust agreement for the Bank’s employee stock ownership plan (the “ESOP”) and the form of loan agreement between the Company and the ESOP; and (vii) the form of stock certificate approved by the Board of Directors of the Company to represent shares of the Common Stock.  We have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we have deemed necessary or advisable for purposes of our opinion.

In our examination, we have relied on the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, and the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies.  In addition,

ATLANTA   AUGUSTA   CHARLOTTE   DENVER   DUBAI   NEW YORK   OAKLAND   PALO ALTO   RALEIGH   SAN DIEGO   SAN FRANCISCO   SEATTLE   STOCKHOLM   TAIPEI   TOKYO   WALNUT CREEK   WASHINGTON, DC   WINSTON-SALEM

Board of Directors

Meetinghouse Bancorp, Inc.

March      , 2012

Page 2

we have relied on the accuracy and completeness of all records, documents, instruments and materials made available to us by the Company.

Our opinion is limited to the matters set forth herein, and we express no opinion other than as expressly set forth herein.  In rendering the opinions set forth below, we do not express any opinion concerning law other than the laws of the State of Maryland.

For purposes of this opinion, we have assumed that, prior to the issuance of any shares of Common Stock, (i) the Registration Statement, as finally amended, will have become effective under the Act and (ii) the conversion of the Bank will have become effective.

Based upon and subject to the foregoing, it is our opinion that, upon the due adoption by the Board of Directors of the Company (or authorized committee thereof) of a resolution fixing the number of Offering Shares to be sold in the Offerings, such Offering Shares, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal and Tax Opinions” in the prospectus which is part of the Registration Statement, as such may be amended or supplemented, or incorporated by reference in any Registration Statement covering additional shares of Common Stock to be issued or sold under the Plan of Conversion that is filed pursuant to Rule 462(b) under the Act.  In giving such consent, we do not hereby admit that we are experts or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:
	Victor L. Cangelosi, a Partner

EX-8.1

Exhibit 8.1

Suite 900 607 14th St., NW

Washington DC 20005-2018

t 202 508 5800 f 202 508 5858

, 2012 direct dial 202 508 5854 direct fax 202 585 0904 vcangelosi@kilpatricktownsend.com

Board of Directors

Meetinghouse Bancorp, Inc.

Meetinghouse Bank

2250 Dorchester Avenue

Dorchester, Massachusetts 02124

Re:Federal Income Tax Opinion Relating to the Proposed Conversion of Meetinghouse Bank from a Massachusetts-Chartered Mutual Co-operative Bank to a Massachusetts-Chartered Stock Co-operative Bank

Ladies and Gentlemen:

You have asked for our opinion regarding the material federal income tax consequences of the proposed conversion of Meetinghouse Bank from a Massachusetts-chartered mutual cooperative bank to a Massachusetts-chartered stock cooperative bank (the “Converted Bank”) and the acquisition of the Converted Bank’s capital stock by Meetinghouse Bancorp, Inc., a Maryland corporation, pursuant to a plan of conversion initially adopted by the Board of Directors of Meetinghouse Bank on January 17, 2012 (the “Plan of Conversion”).  All capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan of Conversion.

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Plan of Conversion and of such corporate records of the parties to the conversion as we have deemed appropriate.  We have also relied upon, without independent verification, the representations of Meetinghouse Bank and Meetinghouse Bancorp, Inc. contained in their letter to us dated as of the date hereof.  We have assumed that such representations are true and that the parties to the conversion will act in accordance with the Plan of Conversion.  In addition, we have made such investigations of law as we have deemed appropriate to form a basis for the opinions expressed below.

We have assumed that the conversion contemplated by the Plan of Conversion will be consummated in accordance therewith and as described in the prospectus included as part of the Registration Statement on Form S-1 filed by Meetinghouse Bancorp, Inc.

ATLANTA   AUGUSTA   CHARLOTTE   DENVER   DUBAI   NEW YORK   OAKLAND   PALO ALTO   RALEIGH   SAN DIEGO   SAN FRANCISCO   SEATTLE   STOCKHOLM   TAIPEI   TOKYO   WALNUT CREEK   WASHINGTON, DC   WINSTON-SALEM

Board of Directors

Meetinghouse Bancorp, Inc.

Meetinghouse Bank

, 2012

Page 2

In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and similar guidance issued by the Internal Revenue Service (the “IRS”) under the Code.  Changes in the tax laws could affect the continued validity of the opinions expressed below.  Furthermore, there can be no assurance that the opinions expressed herein would be adopted by the IRS or a court of law.  We assume no obligation to revise or supplement this opinion should the present federal income tax laws be changed by any legislation, judicial decisions or otherwise.

Based on and subject to the foregoing, it is our opinion that, for federal income tax purposes, under current law:

1.The conversion of Meetinghouse Bank from the mutual to the stock form of organization will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (see Rev. Rul. 80-105, 1980-1 C.B. 78), and no gain or loss will be recognized by account holders and no gain or loss will be recognized by Meetinghouse Bank by reason of such conversion.

2.No gain or loss will be recognized by Meetinghouse Bancorp, Inc. upon the sale of shares of common stock in the Offering (Section 1032(a) of the Code).

3.No gain or loss will be recognized by account holders of Meetinghouse Bank upon the issuance to them of accounts in the Converted Bank immediately after the conversion, in the same dollar amounts and on the same terms and conditions as their accounts at Meetinghouse Bank plus interests in the liquidation account in the Converted Bank (Section 354(a) of the Code).

4.It is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Meetinghouse Bancorp, Inc. to be issued to Eligible Account Holders and Supplemental Eligible Account Holders is zero (the “Subscription Rights”), and, accordingly, that no income will be realized by Eligible Account Holders and Supplemental Eligible Account Holders upon the issuance to them of Subscription Rights (Section 356(a) of the Code) or upon the exercise of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182).

5.It is more likely than not that the tax basis to the holders of shares of common stock purchased in the Offering pursuant to the exercise of Subscription Rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the Offering (Section 1223(5) of the Code).

Board of Directors

Meetinghouse Bancorp, Inc.

Meetinghouse Bank

, 2012

Page 3

6.The holding period for shares of common stock purchased in the Community Offering or Syndicated Community Offering will begin on the day after the date of the purchase (Rev. Rul. 70-598, 1970-2 C.B. 168).

The opinions set forth in 4 and 5 above are based on the position that the Subscription Rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances.  The IRS will not issue rulings on whether subscription rights have a market value. We are unaware of any instance in which the IRS has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value.  The subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Meetinghouse Bancorp, Inc. common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. We believe that it is more likely than not (i.e., that there is a more than a 50% likelihood) that the Subscription Rights have no market value for federal income tax purposes.

Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local or foreign, of the conversion or of any transaction related thereto or contemplated by the Plan of Conversion.  This opinion may not be referred to in any document without our express written consent.  We consent to the filing of this opinion as an exhibit to the Application for Conversion filed with the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation and as an exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission, all filed in connection with the conversion, and to reference to our firm and to this opinion in the prospectus included in both the Registration Statement on Form S-1 and the Application for Conversion under the headings “The Conversion and Stock Offering—Material Income Tax Consequences” and “Legal and Tax Opinions.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:
	Victor L. Cangelosi, a Partner

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the [x] day of [MONTH], 2012, by and between MEETINGHOUSE BANCORP (the “Company”), MEETINGHOUSE BANK (the “Bank”), and ANTHONY A. PACIULLI (“Executive”).

RECITALS

WHEREAS, the Company and the Bank wish to continue to employ Executive in positions of substantial responsibility;

WHEREAS, the Company, the Bank and Executive desire to enter into an employment agreement pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, the Company, the Bank and Executive hereby agree as follows:

1.         DEFINITIONS. The following terms shall have the following meanings for all purposes of this Agreement:

Base Salary means the annual base compensation specified in Section 4 below.

Board means, unless otherwise indicated by the context, the Board of Directors of the Company and the Board of Directors of the Bank.

Cause means any of the reasons listed in Section 7(d) below for which this Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof.

Change of Control means and shall be deemed to have occurred upon the occurrence of any of the following events:

(1)        The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than the Company, any Subsidiary or any Company’s or Subsidiary’s employee benefit plan), directly or indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities representing fifty percent (50%) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of the Company or the Bank;

(2)        Either a majority of the directors of the Company elected at the Company’s annual stockholders meeting shall have been nominated for election other than by or at the direction of the “incumbent directors” of the Company, or the “incumbent directors” shall cease to constitute a majority of the directors of the Company. The term “incumbent director” shall mean any director who was a director of the Company on the Effective Date and any individual who becomes a director of the Company subsequent to the Effective Date and who is elected or nominated by or at the direction of at least majority of the then incumbent directors; or

(3)        The consummation of (x) a merger, consolidation or other business combination of the Company with any other “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate thereof, other than a merger or consolidation that would result in the outstanding

common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of the Company or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business combination, or (y) a plan of complete liquidation of the Company or the Bank or an agreement for the sale or disposition of all or substantially all of the Company’s or the Bank’s assets.

Code means the Internal Revenue Code of 1986, as amended.

Effective Date means the first day of the initial Term.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Good Reason means the occurrence of any of the conditions listed in Section 7(f) below which is followed by the resignation of Executive within twelve (12) months after such occurrence.

Protected Customer shall mean any person, business or entity who or which:

(1)        Was known or should have been known by Executive to have purchased products or services from the Company, the Bank or any Subsidiary other than the Bank during the two-year period immediately preceding Executive’s last day of employment with the Bank; or

(2)        Purchased products or services from the Company, the Bank or any Subsidiary other than the Bank during the two-year period immediately preceding Executive’s last day of employment with the Bank, and about whom Executive had access to confidential or proprietary information during this period; or

(3)        Was known or should have been known by Executive to have received (during the one-year period prior to Executive’s last day of employment with the Bank) but not yet acted upon a proposal by the Company, the Bank or any Subsidiary other than the Bank for the purchase of products or performance of services.

Resignation for Good Reason means resignation by Executive in accordance with the provisions of Section 7(f) below.

Restricted Period means the one-year period described in Section 9(a) below.

Subsidiary means any corporation at least a majority of the stock of which is owned by the Company, either directly or through one or more other Subsidiaries, and any other entity controlled, directly or indirectly, by the Company or any other Subsidiary.

Term means the term of this Agreement specified in Section 3 and 8(a) below, including the initial term and any extended term.

Termination for Cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(d) below for any of the reasons listed therein.

Termination without Cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(e) below.

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2.         EMPLOYMENT.

(a)        During the Term, Executive shall serve as President and Chief Executive Officer of both the Company and the Bank, reporting directly to the Board. Executive will perform all duties and have all powers associated with such positions as and as may be set forth in the Bylaws of the Company or the Bank. In addition, Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Company and the Bank in conjunction with the Board. Executive agrees that, during the Term, Executive will devote full business time and energy to the business, affairs and interests of the Company and the Bank and serve diligently and to the best of Executive’s ability. Executive may serve as a director, trustee or officer of other corporations and entities, including without limitation charitable organizations, and engage in other activities to the extent those activities and services do not inhibit the performance of Executive’s duties hereunder or, in the opinion of the Board, conflict with the business of the Company, the Bank or any Subsidiary.

(b)        Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by the parties, if Executive is then serving as a director of the Company and/or the Bank, Executive shall be deemed to have resigned as a director of the Company and the Bank effective immediately after termination of Executive’s employment for Cause, regardless of whether the Executive submits a formal, written resignation as director.

(c)        References in this Agreement to services rendered for the Company and compensation, benefits, indemnification and liability insurance payable or provided by the Company shall include services rendered for and compensation, benefits, indemnification and liability insurance payable or provided by the Bank and any Subsidiary other than the Bank, and references in this Agreement to the “Company” shall mean and include the Bank and any Subsidiary other than the Bank if Executive performs any services therefor, as the context may require.

3.         TERM. The initial term of this Agreement shall be for the period beginning on [date] and continuing for a 36-month period through and including [date] subject, however, to earlier termination in the manner provided in this Agreement. Commencing as of the first anniversary of the Effective Date and continuing as of each anniversary of the Effective Date thereafter, the disinterested members of the Board may, in the sole discretion of the Board, extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomesthirty-six (36) full months from the applicable anniversary of the Effective Date, unless the Executive elects not to extend the term of this Agreement by giving written notice at least thirty (30) days prior to the applicable anniversary date. Notwithstanding the foregoing, the term of this Agreement shall be extended pursuant to Section 8(a) below upon the occurrence of a Change of Control.

4.         BASE SALARY; INCENTIVE COMPENSATION.

(a)        Executive shall receive an annual Base Salary at the rate of one hundred ninety-three dollars ($193,000.00), payable in substantially equal installments no less frequently than monthly (less any amounts withheld as required by law or pursuant to any benefits plan). At least annually, the Company shall review and, in its sole discretion, may increase, Executive’s Base Salary. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.

(b)        Executive shall be eligible to participate in any incentive compensation, bonus plans or arrangements of the Company on the same terms as other senior officers. Nothing paid to Executive under any such plans or arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

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5.         EMPLOYEE BENEFITS AND REIMBURSEMENTS.

(a)        During the Term, Executive shall be eligible to participate in any retirement, group insurance, hospitalization, incentive or deferred compensation and other benefit or compensation plans of the Bank presently in effect or hereafter adopted and generally available to all the Company’s senior officers, subject to the terms and conditions specified in such plans. Executive shall also be eligible to any additional compensation, benefits or perquisites, if any, that may be provided specifically to or for Executive by the Company or the Bank from time to time. During the Term, to the extent provided by corporate policies, Executive shall be reimbursed for expenditures (including travel, entertainment, parking and business meetings) made in pursuance and furtherance of the business and good will of the Company.

(b)        Vacation and Leave. Executive will be entitled to vacation leave, sick leave, holidays and other paid absences in accordance with the Bank’s policies and procedures for senior officers.

6.         INDEMNIFICATION.

(a)        The Company, the Bank and any Subsidiary other than the Bank for which Executive provides services shall indemnify and hold Executive harmless from and against all liability and expense resulting from (1) all acts or omissions of Executive while acting in the capacity of a director, officer, trustee, or fiduciary and/or employee of the Company, the Bank and any such Subsidiary during Executive’s employment as such director, officer, and/or employee and (2) acts or omissions of the Company, the Bank and any such Subsidiary occurring or alleged to have occurred during or prior to Executive’s employment, on terms and conditions no less favorable to Executive than the terms and conditions providing for indemnification of officers and directors under the Articles or Certificate of Incorporation and the Bylaws of the Company, the Bank charter and each such Subsidiary’s governing documents.

(b)        The Bank shall carry directors and officers liability insurance in such amounts as the Bank in its discretion deems appropriate, and any payments made under such policy to Executive or on Executive’s behalf shall be offset against the indemnification obligation set forth in Section 6(a).

(c)        Notwithstanding the foregoing, the indemnification provided by Section 6(a) shall not apply, and Executive shall not be indemnified, with respect to any acts or omissions which constitute wanton or willful misconduct or willful gross negligence. The indemnity obligation set forth in this Section 6 shall be subject to the prohibitions and limitations established by applicable law and as set forth in applicable regulations adopted by any federal or state bank regulatory agency having jurisdiction over the Company, the Bank or any Subsidiary other than the Bank for which Executive performs services.

(d)        The provisions of this Section 6 shall survive termination of this Agreement.

7.         TERMINATION. Executive’s employment under this Agreement may be terminated under any of the following conditions.

(a)        Disability: If Executive is unable to perform the essential functions of Executive’s positions on a full-time basis for a period of six (6) consecutive months (or for such shorter period ending with Executive’s eligibility for and receipt of long-term disability benefits under an insurance policy or employee benefit plan provided or made available to Executive by the Company) by reason of illness or other physical or mental disability, the Company shall have the right to terminate Executive’s employment under this Agreement at the end of the applicable period by written notice thereof. If Executive’s employment is so terminated, Executive shall be paid any salary and benefits to which

4

Executive may be entitled until the end of the payroll period in which the date of termination occurs, and thereafter, the Company shall have no further obligation for additional compensation and benefits under this Agreement. A condition of disability shall be determined by the Company on the basis of competent evidence. A written opinion of a licensed physician certified in his field of specialization and acceptable to the Company, or Executive’s entitlement to or receipt of long-term disability benefits under any insurance policy or employee benefit plan provided or made available to Executive by the Company or under federal Social Security law, shall be conclusive evidence of disability.

(b)        Death: In the event of Executive’s death during the Term, Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) month after the date of Executive’s death and shall be paid for any accrued and unused paid leave.  Such additional compensation and accrued and unused paid time off shall be paid in a single lump sum within thirty (30) days from Executive’s date of death.

(c)        Resignation By Executive: Upon thirty (30) days prior written notice, Executive may resign or voluntarily leaves the employ of the Company, other than under circumstances treated as Resignation for Good Reason.  In the event of Executive’s resignation under this Section 7(c), Executive shall be paid any accrued and unpaid salary and accrued and unused paid time off through Executive’s date of resignation.

(d)        Termination For Cause: The Company may, in its sole discretion, by written notice to Executive, terminate Executive’s employment immediately for Cause upon the occurrence of any of the following:

(1)        Executive’s willful failure to follow or to cooperate in carrying out any of the lawful policies of the Company or the Bank or the lawful directions of the Board;

(2)        Continued and willful neglect by Executive of Executive’s duties for or on behalf of the Company, the Bank or any Subsidiary other than the Bank for which Executive provides services;

(3)        Willful misconduct of Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of the Company, the Bank or a Subsidiary other than the Bank or a depositor therein or borrower therefrom, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, the Bank or Subsidiary other than the Bank to the prejudice of the Bank or its Subsidiaries;

(4)        Conduct by Executive which results in Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of the Company, the Bank or any Subsidiary other than the Bank pursuant to the rules and regulations of the primary federal or state banking agency for the Company, the Bank or the other Subsidiary or any other federal or state banking agency having regulatory jurisdiction over the Company, the Bank or the other Subsidiary;

(5)        Indictment or conviction of Executive of a felony or any misdemeanor involving moral turpitude or Executive’s willful violation of any law, rule or regulation to which the Company, the Bank or other Subsidiary for which Executive performs services is subject or of a final order or other formal administrative action entered into, by or imposed upon the Company, the Bank or any such Subsidiary;

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(6)        Willful violation of any code of conduct or standards of ethics applicable to employees of the Company or the Bank that results in material and demonstrable damage to the business or reputation of the Company or the Bank; or

(7)        The issuance of a permanent injunction or similar remedy against Executive preventing Executive from executing or performing all or part of this Agreement.

If Executive’s employment is Terminated for Cause or the Company has Cause for termination and Executive voluntarily resigns, Executive shall not be entitled to any further compensation or benefits under this Agreement other than payment for any accrued and unused paid time off.

Notwithstanding anything herein to the contrary, except as “willful” may be otherwise defined by the rules and regulations of the primary federal or state banking agency for the Bank for which Executive performs services or any other federal or state banking agency having regulatory jurisdiction over the Bank for which Executive performs services, (x) no act or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company or the Bank for which Executive performs services, and (y) no failure to act on Executive’s part shall be considered “willful” if such failure is a result of a condition of disability within the meaning of Section 7(a) of this Agreement. Executive shall not be deemed to have been Terminated for Cause under this Agreement unless and until there is delivered to Executive a copy of a resolution adopted at a meeting of the Company Board called and held for that purpose, which resolution shall (x) contain findings that Executive has committed an act constituting Cause, and (y) specify the particulars thereof. The resolution of the Board shall be deemed to have been duly adopted if and only if it is adopted by the affirmative vote of a majority of the directors then in office, excluding Executive. Notice of the meeting and the proposed termination for Cause shall be given to Executive a reasonable time before the meeting of the Board. Executive and Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the Board at the meeting.

(e)        Termination Without Cause: The Company may, in its sole discretion, by written notice to Executive, terminate Executive’s employment under this Agreement immediately without Cause at any time (other than following a Change of Control, in which case a termination without Cause is governed by Section 8 of this Agreement).  In the event of such termination, the Company shall pay Executive a lump sum amount, within five (5) days of the date of termination, equal to the sum of one year’s Base Salary plus the amount of any bonus paid to Executive during the twelve (12) month period prior to Executive’s termination of employment.  Nothing in this Section shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of such termination. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term.  The payments described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive.

(f)        Resignation For Good Reason:

(1)        Executive may Resign for Good Reason upon the occurrence of any of the following conditions without Executive’s prior written consent:

(A)       a material change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date;

(B)       a material reduction in Executive’s Base Salary (unless the reduction is part of a Bank-wide restructuring of compensation);

6

(C)       a material breach of this Agreement by the Company or the Bank.

(2)        Resignation for Good Reason shall be effected by delivering to the Company, within twelve (12) months after the occurrence of one of the conditions described above, a written notice specifying a date for termination of employment (a) which is not less than thirty (30) days after the date of the notice, and (b) which is not more than ninety (90) days after the date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If, within the notice period, the Company cures or corrects any circumstances providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (C) only, Executive shall not be entitled to Resign for Good Reason.

(3)        If Executive Resigns for Good Reason at any time after the date of this Agreement (other than a Resignation for Good Reason during the Term after a Change of Control, which shall be governed by Section 8 below), then the Company shall pay Executive a lump sum amount, within five (5) days of the date of termination, equal to the sum of one year’s Base Salary plus the amount of any bonus paid to Executive during the twelve (12) month period prior to Executive’s termination of employment.  Nothing in this Section shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of such termination. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term.  The payments described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement.

8.         CHANGE OF CONTROL. Notwithstanding the preceding provisions of this Agreement, upon the occurrence of a Change of Control, the following provisions shall apply:

(a)        The Term shall be extended to a period of one (1) year after the date on which the Change of Control occurs if the remaining Term as of the Change of Control effective date is less than one (1) year.

(b)        If, during the Term, as extended pursuant to Section 8(a), Executive’s employment is Terminated without Cause or Executive Resigns for Good Reason or Executive voluntarily terminates his employment for any reason within sixty (60) days following the Change of Control, in any case, the Company shall provide to Executive the following severance benefits:

(1)        The Company shall pay to Executive, in lieu of the compensation specified in Sections 7(e) or 7(f), a severance payment (subject to any applicable payroll or other taxes required to be withheld) equal to three (3) times the sum of (i) Executive’s Base Salary at the rate then in effect, or if greater, in effect immediately preceding the Change of Control and (ii) the average of the cash bonuses paid or accrued on Executive’s behalf with respect to the three (3) completed calendar years preceding the effective date of the Change of Control. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense for a thirty-six (36) month period following Executive’s Termination without Cause or Resignation for Good Reason.

(2)        The payments described in this Section 8 shall be due Executive regardless of any subsequent employment obtained by Executive.

(c)        In the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change of Control (whether under this Agreement or otherwise) would be deemed to include an “excess parachute payment” under Code Section 280G or any successor thereto, then such

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payments or benefits shall be reduced to the extent necessary to avoid treatment as an “excess parachute payment”, with the reduction among such payments and benefits to be made first to payments and benefits payable or provided under this Agreement.

9.         NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE.

(a)        Executive hereby covenants and agrees that, for a period of one (1) year following a termination of employment in the circumstances described in Sections 7(c), 7(d), 7(e) or (f), or in the event Executive voluntarily terminates employment for any reason within the 60-day period following a Change of Control (pursuant to Section 8(b)), Executive shall not, without the written consent of the Company, either directly or indirectly:

(i)         become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any business whatsoever that competes with the business of  the Company, the Bank or any Subsidiary other than the Bank.

(ii)        solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company, the Bank or any Subsidiary other than the Bank to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company, the Bank or any Subsidiary other than the Bank; or

(iii)       solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any Protected Customer to terminate an existing business or commercial relationship with  the Company, the Bank or any Subsidiary other than the Bank.

(iv)       For purposes of this Section 9(a), a business that “competes with the business of the Company, the Bank or any Subsidiary other than the Bank” shall mean a depository or mortgage brokerage financial institution doing business within twenty-five (25) miles of any office of the Bank in existence on the date of Executive’s termination of employment.

(b)        During the Term and thereafter, Executive shall hold in a fiduciary capacity for the benefit of the Company and its Subsidiaries all secret or confidential information, knowledge or data relating to the Company and its Subsidiaries and their respective businesses, which shall have been obtained by Executive during Executive’s employment by the Company, the Bank and any Subsidiary other than the Bank and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). Executive shall not, without the prior written consent of the Company, the Bank and such other Subsidiary or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, the Bank and such other Subsidiary and those designated by them.

(c)        During any period in which Section 9(a) is effective, Section 9(a) shall not preclude Executive from holding any publicly traded stock provided Executive does not acquire any stock interest in any one company in excess of one percent (1%) of the outstanding voting stock of that company.

(d)        The parties agree that the restrictions contained in this Section 9 are reasonable and fair. If Executive competes in violation of the terms of this Section 9, the parties agree that the Company will be irreparably harmed without an adequate remedy at law. Accordingly, Executive acknowledges that if Executive breaches or threatens to breach any provision of this Section 9, the Company shall be entitled

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to an injunction, both preliminary and permanent, restraining Executive from such breach or threatened breach, but such injunctive relief shall not preclude the Company from pursuing all other legal or equitable remedies arising out of such a breach.

10.        REFORMATION. The parties have attempted to limit Executive’s right to compete only to the extent necessary to protect the Company, the Bank and Subsidiaries other than the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that, if the scope or enforceability of a restrictive covenant set forth in Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of the Company, the Bank and Subsidiaries other than the Bank.

11.        NOTICES. For the purposes of this Agreement, notices or other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered to the party to whom directed or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to such party at such party’s address last known by the party giving such notice. Each party may, from time to time, and shall, upon request of another party, designate an address to which notices should be sent. Notices of change of address shall be effective only upon receipt.

12.        MODIFICATION; WAIVERS; APPLICABLE LAW. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by Executive, and on behalf of the Company, by such officers as may be specifically designated by the Company. No waiver of any breach, condition or provision of this Agreement by any party hereto at any time shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party that are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Massachusetts, except to the extent that federal law applies.

13.        INVALIDITY – ENFORCEABILITY. The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.        SUCCESSOR RIGHTS. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, and shall be binding upon the Company and any successor to the Company. If Executive should die while any amounts would still be payable to Executive hereunder all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

15.        ATTORNEY’S FEES. In the event that either party incurs costs and fees, including attorney’s fees, in enforcing its rights under this Agreement, the party substantially prevailing in such suit or action including any appeal shall be entitled to recover from the other all such costs and reasonable attorney’s fees.

16.        EFFECT OF FEDERAL BANKING STATUTES AND REGULATIONS. Notwithstanding anything herein contained to the contrary, any payments to Executive by the Company whether pursuant

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to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.   In addition, Executive agrees that this Agreement is subject to amendment at any time in order to comply with laws that are applicable to the Company and the Bank (including regulations and rules relating to any governmental program in which the Company or the Bank may participate).

17.HEADINGS. Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision hereof.

18.EFFECT ON PRIOR AGREEMENTS. This Agreement supersedes all prior agreements, either expressed or implied, between the parties hereto with respect to the employment of Executive.

19.       INTERNAL REVENUE CODE SECTION 409A/CONTINUATION OF BENEFITS/ REIMBURSEMENTS.

This Agreement is intended to and shall comply with Section 409A of the Code. All references to a termination of employment and separation from service shall mean and be administered to comply with the definition of “separation from service” in Section 409A of the Code. All reimbursements provided under this Agreement shall comply with Section 409A of the Code and shall be subject to the following requirements:

(a)        The amount of expenses eligible for reimbursement, during Executive’s taxable year may not affect the expenses eligible for reimbursement to be provided in another taxable year, and

(b)        The reimbursement of an eligible expense must be made by December 31 following the taxable year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit.

If Executive is a “specified employee” (as defined under Section 409A of the Code) at the time of separation from service, to the extent that any amount payable under this Agreement constitutes “deferred compensation” under Section 409A of the Code (and is not otherwise excepted from Section 409A of the Code coverage by virtue of being considered “separation pay” or a “short term deferral” or otherwise) and is payable to Executive based upon a separation from service (other than death or “disability” as defined under Section 409A of the Code), such amount shall not be paid until the first day following the six (6) month anniversary of Executive’s separation from service. Any right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code. Payment of any accrued and unused paid time off, unless expressly provided otherwise herein shall be made in a single lump sum within thirty (30) days of separation from service.

20.ARBITRATION OF DISPUTES.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator who is certified by the American Arbitration Association and is mutually acceptable to Executive and the Company, sitting in a location selected by the Company within fifty (50) miles from the main office of the Company, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

21.COUNTERPARTS.  This Agreement may be executed in counterparts.

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22.        ALTERNATIVE LUMP-SUM PAYMENT.  For purposes of Sections 8 and 9, if (x) under the terms of the applicable policy or policies for the insurance benefits it is not possible to continue Executive’s coverage or (y) if when employment termination occurs, Executive is a specified employee within the meaning of Section 409A of the Code, if any of the continued insurance coverage benefits would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance benefit, instead of continued insurance coverage the Bank shall pay or cause to be paid to Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had Executive’s employment not terminated, assuming continued coverage for thirty-six (36) months. The lump-sum payment shall be made within five (5) business days after employment termination or, if Executive is a specified employee within the meaning of Section 409A of the Code and an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, on the first business day of the seventh month after the month in which Executive’s employment terminates.

23.        REGULATORY REQUIREMENTS.

(a)        If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4(a) on the effective date of said order, and reimbursement under Section 5(a) of expenses incurred as of the effective date of termination.

(b)        If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of the Bank under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank shall reinstate (in whole or in part) any of its obligations which were suspended.

(c)        If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(d)        All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Bank (1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank when the Bank is determined by the Director to be in an unsafe and unsound condition.  Any rights of the Executive that have already vested, however, shall not be affected by such action.

(e)        All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

(f)       Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant any provision herein in contravention of the requirements of the Federal Deposit Insurance Act (12 U.S.C. 1828(k) and 12 C.F.R. Part 359).

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

MEETINGHOUSE BANCORP, INC.
By:
	For the Board of Directors
MEETINGHOUSE BANK
By:
	For the Board of Directors
EXECUTIVE
Anthony A. Paciulli

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EX-10.2

Exhibit 10.2

CHANGE IN CONTROL

SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of [DATE], by and between MEETINGHOUSE BANK (the “Bank”) and WAYNE GOVE (the “Executive”).

WHEREAS, the Executive has made significant contributions to the success of the Bank; and

WHEREAS, the Bank wishes to provide additional incentives for the Executive to remain in the employment of the Bank.

NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1.         Termination after a Change in Control.

(a)        Cash benefit. Notwithstanding any other provisions in this Agreement, if the Executive’s employment terminates involuntarily, but without Cause, or voluntarily, but with Good Reason, in either case within 12 months after a Change in Control, the Bank shall make a lump-sum payment to the Executive in an amount in cash equal to two (2) times the Executive’s base salary (at the rate in effect immediately prior to the Change in Control or, if higher, the rate in effect when the Executive terminates employment).  Unless a delay in payment is required under Section 1(b) of this Agreement, the payment required under this Section 1(a) shall be made within five (5) business days after the Executive’s employment termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. If the Executive’s employment terminates involuntarily, but without Cause, before the Change in Control occurs but after discussions regarding the Change in Control commence, then for purposes of this Agreement the Executive’s employment shall be deemed to have terminated immediately after the Change in Control and, unless delay is required under Section 1(b) of this Agreement, the Executive shall be entitled to the cash benefit under this Section 1(a) within five (5) business days after the Change in Control.  If, following a Change in Control, the Executive is offered a “comparable position” by the acquirer and the Executive declines the position, the Executive will not be entitled to any benefits provided under this Agreement.  For purposes of this Agreement, a “Comparable Position” shall mean a position that would (i) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control, (ii) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee prior to the Change in Control, (iii) be in a location that would not require the employee to increase his daily one way commuting distance by more than twenty-five (25) miles as compared to the employee’s commuting distance immediately prior to the Change in Control and (iv) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee prior to the Change in Control.

(b)        Payment of the benefit. If when employment termination occurs the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the cash severance benefit under Section 1(a) would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, payment of the benefit under Section 1(a) shall be delayed and shall be made to the Executive in a single lump sum without interest on

the first business day of the seventh (7th) month after the month in which the Executive’s employment terminates.

(c)        Change in Control defined.

For purposes of this Agreement, a “Change in Control” means and shall be deemed to have occurred upon the occurrence of any of the following events.

(1)        The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Meetinghouse Bancorp, Inc. (the “Company”), or any employee benefit plan of the Company or the Bank), directly or indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities representing fifty percent (50%) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of the Company or the Bank;

(2)        Either a majority of the directors of the Company elected at the Company’s annual stockholders meeting shall have been nominated for election other than by or at the direction of the “incumbent directors” of the Company, or the “incumbent directors” shall cease to constitute a majority of the directors of the Company. The term “incumbent director” shall mean any director who was a director of the Company on the Effective Date and any individual who becomes a director of the Company subsequent to the Effective Date and who is elected or nominated by or at the direction of at least majority of the then incumbent directors; or

(3)        The consummation of (x) a merger, consolidation or other business combination of the Company with any other “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate thereof, other than a merger or consolidation that would result in the outstanding common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of the Company or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business combination, or (y) a plan of complete liquidation of the Company or the Bank or an agreement for the sale or disposition of all or substantially all of the Company’s or the Bank’s assets.

(d)        Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:

(1)        The Executive’s willful failure to follow or to cooperate in carrying out any of the lawful policies of the Company or the Bank or the lawful directions of the Board of Directors of the Bank;

(2)        Continued and willful neglect by the Executive of the Executive’s duties for or on behalf of the Company or the Bank for which the Executive provides services;

(3)        Willful misconduct of the Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of the Company or the Bank or a depositor therein or borrower therefrom, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or the Bank to the prejudice of the Company or the Bank;

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(4)        Conduct by the Executive which results in the Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of the Company or the Bank pursuant to the rules and regulations of the primary federal or state banking agency for the Company or the Bank or any other federal or state banking agency having regulatory jurisdiction over the Company or the Bank;

(5)        Indictment or conviction of the Executive of a felony or any misdemeanor involving moral turpitude or the Executive’s willful violation of any law, rule or regulation to which the Company or the Bank is subject or of a final order or other formal administrative action entered into, by or imposed upon the Company or the Bank;

(6)        Willful violation of any code of conduct or standards of ethics applicable to employees of the Company or the Bank that results in material and demonstrable damage to the business or reputation of the Company or the Bank; or

(7)        The issuance of a permanent injunction or similar remedy against the Executive preventing the Executive from executing or performing all or part of this Agreement.

For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the Board of Directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.

(e)        Voluntary termination with Good Reason defined. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (1) and (2) are satisfied –

(1)        a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Executive’s advance written consent –

(i)         a material diminution of the Executive’s base salary,

(ii)        a material diminution of the Executive’s authority, duties, or responsibilities,

(iii)       a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,  or

(iv)       a change by more than twenty-five (25)miles in the geographic location at which the Executive must perform services.

(2)        the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause (1) within sixty (60) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (1) must occur within six months after the initial existence of the condition.

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2.         Continuation of Benefits.

(a)       Benefits. Subject to Section 2(b) of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason within twelve (12) months after a Change in Control, the Bank shall continue or cause to be continued life and health insurance coverage substantially identical to the coverage maintained for the Executive before termination and in accordance with the same schedule prevailing before employment termination. The insurance coverage shall cease twenty-four (24) months after the Executive’s termination.

(b)        Alternative lump-sum cash payment. If (x) under the terms of the applicable policy or policies for the insurance benefits specified in Section 2(a) it is not possible to continue the Executive’s coverage, or (y) if when employment termination occurs the Executive is a specified employee within the meaning of Section 409A of the Code, if any of the continued insurance coverage benefits specified in Section 2(a) would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance benefit, instead of continued insurance coverage under Section 2(a) the Bank shall pay or cause to be paid to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage fortwenty-four (24) months. The lump-sum payment shall be made within five (5) business days after employment termination or, if the Executive is a specified employee within the meaning of Section 409A of the Code and an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, on the first business day of the seventh month after the month in which the Executive’s employment terminates.

3.Termination for Which No Benefits Are Payable. Despite anything in this Agreement to the contrary, the Executive shall be entitled to no benefits under this Agreement if the Executive’s employment terminates with Cause, if the Executive dies while actively employed by the Bank, or if the Executive becomes totally disabled while actively employed by the Bank. For purposes of this Agreement, the term “totally disabled” means that because of injury or sickness the Executive is unable to perform the Executive’s duties. The benefits, if any, payable to the Executive or the Executive’s beneficiary or estate relating to the Executive’s death or disability shall be determined solely by such benefit plans or arrangements as the Bank may have with the Executive relating to death or disability, not by this Agreement.

4.Term of Agreement.

(a)        The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement and ending [DATE], plus (ii) any and all extensions of the initial term made pursuant to this Section 4.

(b)        Commencing on [DATE] (the “Renewal Date”) and continuing on each anniversary of the Renewal Date thereafter, the disinterested members of the Board of Directors may extend the Agreement term, so that the remaining term of the Agreement, following Board action, will be two (2) years, unless Executive elects not to extend the term of this Agreement by giving proper written notice.  The Board of Directors will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of the meetings.  The Board of Directors will notify Executive as soon as possible after each annual review whether it has determined to extend the Agreement.

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5.         Limitation of Benefits Under Certain Circumstances.  In the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change of Control (whether under this Agreement or otherwise) would be deemed to include an “excess parachute payment” under Code Section 280G or any successor thereto, then such payments or benefits shall be reduced to the extent necessary to avoid treatment as an “excess parachute payment”, with the reduction among such payments and benefits to be made first to payments and benefits payable or provided under this Agreement.

6.         This Agreement Is Not an Employment Contract. The parties hereto acknowledge and agree that (x) this Agreement is not a management or employment agreement and (y) nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or any subsidiary or successor of the Bank.

7.Withholding of Taxes.  The Bank may withhold from any benefits payable under this Agreement all Federal, state, local or other taxes as may be required by law, governmental regulation, or ruling.

8.Successors and Assigns.

(a)This Agreement shall be binding upon the Bank and any successor to the Bank, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank by purchase, merger, consolidation, reorganization, or otherwise. But, this Agreement and the Bank’s obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the Executive, the Bank shall require any successor to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform had no succession occurred.

(b)        This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.

(c)        This Agreement is personal in nature. Without written consent of the other party, neither party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided in this Section 8. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8, the Bank shall have no liability to pay any amount to the assignee or transferee.

9.         Notices. Any notice under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service, or sent by facsimile. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Bank at the time of the delivery of the notice, and properly addressed to the Bank if addressed to the board of directors at the Bank’s executive offices.

10.       Captions and Counterparts. The headings and subheadings in this Agreement are included solely for convenience and shall not affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

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11.       Amendments and Waivers. No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in a writing signed by the Executive and by the Bank. No waiver by either party hereto at any time of any breach by the other party hereto or waiver of compliance with any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

12.       Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. Any provision held to be invalid or unenforceable shall be reformed to the extent and solely to the extent necessary to make it valid and enforceable.

13.       Governing Law, Jurisdiction and Forum.  This Agreement shall be construed under and governed by the internal laws of Massachusetts, without giving effect to any conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than Massachusetts.  By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in Massachusetts.

14.       Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than those specifically set forth. No agreements or representations, oral or otherwise, expressed or implied concerning the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. This Agreement supersedes and replaces in its entirety any prior severance or employment agreement between the Bank and the Executive.

15.       No Mitigation Required.  The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise.

16.       Internal Revenue Code Section 409A.  The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code.  If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, the provision shall be applied in a manner consistent with those requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A of the Code.

17.       Source of Payments.  All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank.  The Company, however, unconditionally guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.

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IN WITNESS WHEREOF, the parties have executed this Change in Control Severance Agreement as of the date first written above.

MEETINGHOUSE BANK

EXECUTIVE

Wayne Gove

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EX-10.3

Exhibit 10.3

CHANGE IN CONTROL

SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of [DATE], by and between MEETINGHOUSE BANK (the “Bank”) and STEVEN K. BORGERSON (the “Executive”).

WHEREAS, the Executive has made significant contributions to the success of the Bank; and

WHEREAS, the Bank wishes to provide additional incentives for the Executive to remain in the employment of the Bank.

NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1.         Termination after a Change in Control.

(a)        Cash benefit. Notwithstanding any other provisions in this Agreement, if the Executive’s employment terminates involuntarily, but without Cause, or voluntarily, but with Good Reason, in either case within 12 months after a Change in Control, the Bank shall make a lump-sum payment to the Executive in an amount in cash equal to two (2) times the Executive’s base salary (at the rate in effect immediately prior to the Change in Control or, if higher, the rate in effect when the Executive terminates employment).  Unless a delay in payment is required under Section 1(b) of this Agreement, the payment required under this Section 1(a) shall be made within five (5) business days after the Executive’s employment termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. If the Executive’s employment terminates involuntarily, but without Cause, before the Change in Control occurs but after discussions regarding the Change in Control commence, then for purposes of this Agreement the Executive’s employment shall be deemed to have terminated immediately after the Change in Control and, unless delay is required under Section 1(b) of this Agreement, the Executive shall be entitled to the cash benefit under this Section 1(a) within five (5) business days after the Change in Control.  If, following a Change in Control, the Executive is offered a “comparable position” by the acquirer and the Executive declines the position, the Executive will not be entitled to any benefits provided under this Agreement.  For purposes of this Agreement, a “Comparable Position” shall mean a position that would (i) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control, (ii) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee prior to the Change in Control, (iii) be in a location that would not require the employee to increase his daily one way commuting distance by more than twenty-five (25) miles as compared to the employee’s commuting distance immediately prior to the Change in Control and (iv) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee prior to the Change in Control.

(b)        Payment of the benefit. If when employment termination occurs the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the cash severance benefit under Section 1(a) would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, payment of the benefit under Section 1(a) shall be delayed and shall be made to the Executive in a single lump sum without interest on

the first business day of the seventh (7th) month after the month in which the Executive’s employment terminates.

(c)        Change in Control defined.

For purposes of this Agreement, a “Change in Control” means and shall be deemed to have occurred upon the occurrence of any of the following events.

(1)        The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Meetinghouse Bancorp, Inc. (the “Company”), or any employee benefit plan of the Company or the Bank), directly or indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities representing fifty percent (50%) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of the Company or the Bank;

(2)        Either a majority of the directors of the Company elected at the Company’s annual stockholders meeting shall have been nominated for election other than by or at the direction of the “incumbent directors” of the Company, or the “incumbent directors” shall cease to constitute a majority of the directors of the Company. The term “incumbent director” shall mean any director who was a director of the Company on the Effective Date and any individual who becomes a director of the Company subsequent to the Effective Date and who is elected or nominated by or at the direction of at least majority of the then incumbent directors; or

(3)        The consummation of (x) a merger, consolidation or other business combination of the Company with any other “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate thereof, other than a merger or consolidation that would result in the outstanding common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of the Company or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business combination, or (y) a plan of complete liquidation of the Company or the Bank or an agreement for the sale or disposition of all or substantially all of the Company’s or the Bank’s assets.

(d)        Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:

(1)        The Executive’s willful failure to follow or to cooperate in carrying out any of the lawful policies of the Company or the Bank or the lawful directions of the Board of Directors of the Bank;

(2)        Continued and willful neglect by the Executive of the Executive’s duties for or on behalf of the Company or the Bank for which the Executive provides services;

(3)        Willful misconduct of the Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of the Company or the Bank or a depositor therein or borrower therefrom, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or the Bank to the prejudice of the Company or the Bank;

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(4)        Conduct by the Executive which results in the Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of the Company or the Bank pursuant to the rules and regulations of the primary federal or state banking agency for the Company or the Bank or any other federal or state banking agency having regulatory jurisdiction over the Company or the Bank;

(5)        Indictment or conviction of the Executive of a felony or any misdemeanor involving moral turpitude or the Executive’s willful violation of any law, rule or regulation to which the Company or the Bank is subject or of a final order or other formal administrative action entered into, by or imposed upon the Company or the Bank;

(6)        Willful violation of any code of conduct or standards of ethics applicable to employees of the Company or the Bank that results in material and demonstrable damage to the business or reputation of the Company or the Bank; or

(7)        The issuance of a permanent injunction or similar remedy against the Executive preventing the Executive from executing or performing all or part of this Agreement.

For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the Board of Directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.

(e)        Voluntary termination with Good Reason defined. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (1) and (2) are satisfied –

(1)        a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Executive’s advance written consent –

(i)         a material diminution of the Executive’s base salary,

(ii)        a material diminution of the Executive’s authority, duties, or responsibilities,

(iii)       a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,  or

(iv)       a change by more than twenty-five (25)miles in the geographic location at which the Executive must perform services.

(2)        the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause (1) within sixty (60) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (1) must occur within six months after the initial existence of the condition.

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2.         Continuation of Benefits.

(a)       Benefits. Subject to Section 2(b) of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason within twelve (12) months after a Change in Control, the Bank shall continue or cause to be continued life and health insurance coverage substantially identical to the coverage maintained for the Executive before termination and in accordance with the same schedule prevailing before employment termination. The insurance coverage shall cease twenty-four (24) months after the Executive’s termination.

(b)        Alternative lump-sum cash payment. If (x) under the terms of the applicable policy or policies for the insurance benefits specified in Section 2(a) it is not possible to continue the Executive’s coverage, or (y) if when employment termination occurs the Executive is a specified employee within the meaning of Section 409A of the Code, if any of the continued insurance coverage benefits specified in Section 2(a) would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance benefit, instead of continued insurance coverage under Section 2(a) the Bank shall pay or cause to be paid to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage fortwenty-four (24) months. The lump-sum payment shall be made within five (5) business days after employment termination or, if the Executive is a specified employee within the meaning of Section 409A of the Code and an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, on the first business day of the seventh month after the month in which the Executive’s employment terminates.

3.Termination for Which No Benefits Are Payable. Despite anything in this Agreement to the contrary, the Executive shall be entitled to no benefits under this Agreement if the Executive’s employment terminates with Cause, if the Executive dies while actively employed by the Bank, or if the Executive becomes totally disabled while actively employed by the Bank. For purposes of this Agreement, the term “totally disabled” means that because of injury or sickness the Executive is unable to perform the Executive’s duties. The benefits, if any, payable to the Executive or the Executive’s beneficiary or estate relating to the Executive’s death or disability shall be determined solely by such benefit plans or arrangements as the Bank may have with the Executive relating to death or disability, not by this Agreement.

4.Term of Agreement.

(a)        The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement and ending [DATE], plus (ii) any and all extensions of the initial term made pursuant to this Section 4.

(b)        Commencing on [DATE] (the “Renewal Date”) and continuing on each anniversary of the Renewal Date thereafter, the disinterested members of the Board of Directors may extend the Agreement term, so that the remaining term of the Agreement, following Board action, will be two (2) years, unless Executive elects not to extend the term of this Agreement by giving proper written notice.  The Board of Directors will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of the meetings.  The Board of Directors will notify Executive as soon as possible after each annual review whether it has determined to extend the Agreement.

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5.         Limitation of Benefits Under Certain Circumstances.  In the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change of Control (whether under this Agreement or otherwise) would be deemed to include an “excess parachute payment” under Code Section 280G or any successor thereto, then such payments or benefits shall be reduced to the extent necessary to avoid treatment as an “excess parachute payment”, with the reduction among such payments and benefits to be made first to payments and benefits payable or provided under this Agreement.

6.         This Agreement Is Not an Employment Contract. The parties hereto acknowledge and agree that (x) this Agreement is not a management or employment agreement and (y) nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or any subsidiary or successor of the Bank.

7.         Withholding of Taxes.  The Bank may withhold from any benefits payable under this Agreement all Federal, state, local or other taxes as may be required by law, governmental regulation, or ruling.

8.         Successors and Assigns.

(a)        This Agreement shall be binding upon the Bank and any successor to the Bank, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank by purchase, merger, consolidation, reorganization, or otherwise. But, this Agreement and the Bank’s obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the Executive, the Bank shall require any successor to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform had no succession occurred.

(b)        This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.

(c)        This Agreement is personal in nature. Without written consent of the other party, neither party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided in this Section 8. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8, the Bank shall have no liability to pay any amount to the assignee or transferee.

9.         Notices. Any notice under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service, or sent by facsimile. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Bank at the time of the delivery of the notice, and properly addressed to the Bank if addressed to the board of directors at the Bank’s executive offices.

10.       Captions and Counterparts. The headings and subheadings in this Agreement are included solely for convenience and shall not affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

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11.       Amendments and Waivers. No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in a writing signed by the Executive and by the Bank. No waiver by either party hereto at any time of any breach by the other party hereto or waiver of compliance with any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

12.       Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. Any provision held to be invalid or unenforceable shall be reformed to the extent and solely to the extent necessary to make it valid and enforceable.

13.       Governing Law, Jurisdiction and Forum.  This Agreement shall be construed under and governed by the internal laws of Massachusetts, without giving effect to any conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than Massachusetts.  By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in Massachusetts.

14.       Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than those specifically set forth. No agreements or representations, oral or otherwise, expressed or implied concerning the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. This Agreement supersedes and replaces in its entirety any prior severance or employment agreement between the Bank and the Executive.

15.       No Mitigation Required.  The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise.

16.       Internal Revenue Code Section 409A.  The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code.  If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, the provision shall be applied in a manner consistent with those requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A of the Code.

17.Source of Payments.  All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank.  The Company, however, unconditionally guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.

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IN WITNESS WHEREOF, the parties have executed this Change in Control Severance Agreement as of the date first written above.

MEETINGHOUSE BANK

EXECUTIVE

Steven K. Borgerson

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EX-10.4

Exhibit 10.4

MEETINGHOUSE BANK

EMPLOYEE SEVERANCE COMPENSATION PLAN

A.Purpose.

The primary purpose of the Meetinghouse Bank Employee Severance Compensation Plan is to ensure the successful continuation of the business of Meetinghouse Bank and the fair and equitable treatment of the employees of Meetinghouse Bank following a Change in Control.

B.Definitions.

In this Plan, whenever the context so indicates, the singular or the plural number and the masculine or feminine gender shall be deemed to include the other, the terms “he,” “his,” and “him,” shall refer to an employee and, except as otherwise provided, or unless the context otherwise requires, the capitalized terms shall have the following meanings:

“Bank” means Meetinghouse Bank and its successors.

“Base Compensation” means

(a)For salaried employees, the employee’s annual base salary at the rate in effect on his termination date or, if greater, the rate in effect on the date immediately preceding the Change in Control.

(b)For employees whose compensation is determined in whole or in part on the basis of commission income, the employee’s base salary at his termination date (or, if greater, the employee’s base salary on the date immediately preceding the effective date of the Change in Control), if any, plus the commissions earned by the employee in the twelve (12) full calendar months preceding his termination of employment (or, if greater, the commissions earned in the twelve (12) full calendar months immediately preceding the effective date of the Change in Control).

(c)For hourly employees, the employee’s total hourly wages for the twelve (12) full calendar months preceding his termination of employment or, if greater, the twelve (12) full calendar months preceding the effective date of the Change in Control.

“Board of Directors” means the Board of Directors of the Bank.

“Cause” means grounds for termination of employment due to the employee’s personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.

“Change in Control” means a change in control of the Bank or the Corporation, as defined in Section 409A of the Code and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including:

(a)Change in ownership: a change in ownership of the Corporation occurs on the date any one person or group accumulates ownership of Corporation stock constituting more than 50% of the total fair market value or total voting power of Corporation stock;

(b)Change in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period ownership of Corporation stock possessing 30% or more of the total

voting power of Corporation stock, or (y) a majority of the Corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of the Corporation’s board of directors; or

(c)Change in ownership of a substantial portion of assets: a change in ownership of a substantial portion of the Corporation’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from the Corporation assets having a total gross fair market value equal to or exceeding 50% of the total gross fair market value of all of the Corporation’s assets immediately before the acquisition or acquisitions.  For this purpose, gross fair market value means the value of the Corporation’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

“Change in Control Severance Benefit” means the benefit provided for in Paragraph D of the Plan.

“Code” means the Internal Revenue Code of 1986, as amended.

“Comparable Position” means a position that would (i) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control; (ii) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee prior to the Change in Control; (iii) be in a location that would not require the employee to increase his daily one-way commuting distance by more than thirty-five (35) miles as compared to the employee’s commuting distance immediately prior to the Change in Control; and (iv) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee immediately prior to the Change in Control.

“Corporation” means Meetinghouse Bancorp, Inc. and its successors.

“Plan” means this Meetinghouse Bank Employee Severance Compensation Plan, as may be amended from time to time.

“Year of Service” means each 12-month period of service following an employee’s date of hire during which the employee completes at least one hour of service each month.  The taking of a leave of absence shall not eliminate a period of time from being a Year of Service if the period of time otherwise qualifies as a year of service.  A “leave of absence” means (i) the taking of an authorized or approved leave of absence under the provisions of the federal Family and Medical Leave Act (“FMLA”), (ii) any state law providing qualitatively similar benefits as the FMLA, or (iii) a leave of absence authorized under the policies of the Bank.

C.Covered Employees.

(a)Any employee of the Bank with at least one Year of Service as of the date of his termination of employment shall receive a Change in Control Severance Benefit if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of the effective date of the Change in Control, (i) the Bank terminates the employee’s employment without Cause, or (ii) the employee terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position.

(b)Notwithstanding the foregoing, no employee shall be eligible for a Change in Control Severance Benefit if, at the time of his termination of employment, the employee is a party to an individual employment agreement or change in control agreement with the Bank and/or the Corporation pursuant to which he is entitled to severance benefits.

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D.Determination and Payment of the Change in Control Severance Benefit.

(a)The Change in Control Severance Benefit payable to an eligible employee under this Plan shall be determined under as follows:

(1)An eligible employee shall receive a Change in Control Severance Benefit equal to the product of (i) the employee’s Years of Service from his hire date (including partial years and years prior to the adoption of this Plan) through the date of the termination of his employment and (ii) an amount equal to the employee’s Base Compensation for two (2) weeks.  The maximum payment to an eligible employee shall be an amount equal to fifty-two (52) week’s of Base Compensation and the minimum payment shall be an amount equal to four (4) week’s of Base Compensation.

(b)The Change in Control Severance Benefit shall be paid in a lump sum not later than five (5) business days after the date of the eligible employee’s termination of employment.

(c)All payments under this Plan will be subject to required withholding for federal, state and local tax purposes.

E.Parachute Payment.

Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit that is otherwise payable to an employee who is a “disqualified individual” would constitute an “excess parachute payment,” taking into account payments under this Plan and otherwise, then the benefit payable under this Plan shall be reduced to the maximum amount which does not include an excess parachute payment.  The terms “disqualified individual” and “excess parachute payment” shall have the same meanings as under Section 280G of the Code.

F.Adoption by Affiliates.

Upon approval by the Board of Directors, this Plan may be adopted by any “subsidiary” or “parent” of the Bank.  Upon such adoption, the provisions of the Plan shall be fully applicable to the employees of that subsidiary or parent.  The term “subsidiary” means any corporation in which the Bank, directly or indirectly, holds a majority of the voting power of its outstanding shares of capital stock.  The term “parent” means any corporation which holds a majority of the voting power of the outstanding shares of capital stock of the Bank.

G.Administration.

The Plan shall be administered by the Board of Directors, which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits. All decisions of the Board of Directors, any action taken by the Board of Directors with respect to the Plan and within the powers granted to the Board of Directors under the Plan, and any interpretation by the Board of Directors of any term or condition of the Plan, shall be conclusive and binding on all persons, and will be given the maximum possible deference allowed by law.  The Board of Directors may delegate and reallocate any authority and responsibility with respect to the Plan.

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H.Source of Payments.

Unless otherwise determined by the Board of Directors, all payments and benefits provided under this Agreement shall be paid solely by the Bank or, if applicable, any affiliate that adopts the Plan.

I.Inalienability.

In no event may any employee sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.

J.Governing Law.

The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the Commonwealth of Massachusetts, except to the extent that federal law applies.

K.Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

L.No Employment Rights.

Neither the establishment nor the terms of this Plan shall be held or construed to confer upon any employee the right to a continuation of employment, nor constitute a contract of employment, express or implied.  The Bank and, if applicable, any affiliate that adopts the Plan, reserves the right to dismiss or otherwise deal with any employee to the same extent and on the same basis as though this Plan had not been adopted. Nothing in this Plan is intended to alter the at-will status of an employee’s employment status, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement, the employment of any employee may be terminated at any time by the Bank or, if applicable, any affiliate that adopts the Plan.

M.Amendment and Termination.

The Board of Directors may terminate or amend the Plan in any respect, unless a Change in Control has previously occurred.  If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever.  The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board of Directors.  A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participant’s rights hereunder.  A proper termination of the Plan automatically shall effect a termination of all employees’ rights and benefits hereunder.

N.Required Provisions.

(1)In the event any of the provisions of this Paragraph N are in conflict with the terms of this Plan, this Paragraph N shall prevail.

(2)The Bank may terminate an employee’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice an employee’s right to compensation or

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other benefits under this Plan.  An employee shall not have the right to receive compensation or other benefits for any period after termination for Cause.

(3)If an employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this Plan shall be suspended as of the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion:  (i) pay the employee all or part of the compensation withheld while their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

(4)If an employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Plan shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(5)If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations under this Plan shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(6)Any payments made to employees pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

This plan has been approved and adopted by the Board of Directors of the Bank and is effective as of [date].

	MEETINGHOUSE BANK
Attest:	By:
		For the Entire Board of Directors

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1, of our report dated November 17, 2011 on the consolidated financial statements of Meetinghouse Bank and Subsidiary as of September 30, 2011 and 2010, and for the years then ended, appearing in the Prospectus, which is a part of this Registration Statement on Form S-l.  We further consent to the reference to us under the heading “Experts” in such Prospectus.

SHATSWELL, MacLEOD & COMPANY, P.C.

West Peabody, Massachusetts

March 9, 2012

EX-23.3

Exhibit 23.3

RP®FINANCIAL, LC.

Advisory | Planning | Valuation

March 9, 2012

Boards of Directors

Meetinghouse Bank

2250 Dorchester Avenue

Dorchester Avenue, Massachusetts 02124

Members of the Board of Directors:

We hereby consent to the use of our firm’s name in the Registration Statement on Form S-1, and any amendments thereto, to be filed with the Securities and Exchange Commission.  We also hereby consent to the inclusion of, summary of and references to our Valuation Appraisal Report and any Valuation Appraisal Report Updates in such filings including the prospectus of Meetinghouse Bancorp, Inc.  We also consent to the reference to our firm under the heading “Experts” in the prospectus.

	Sincerely,
	RP® FINANCIAL, LC.

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 600	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.1

Exhibit 99.1

PRO FORMA VALUATION REPORT

MEETINGHOUSE BANCORP, INC.
Dorchester, Massachusetts

PROPOSED HOLDING COMPANY FOR:
MEETINGHOUSE BANK
Dorchester, Massachusetts

Dated As Of:
February 17, 2012

Prepared By:

RP® Financial, LC.
1100 North Glebe Road
Suite 600
Arlington, Virginia  22201

February 17, 2012

Board of Directors

Meetinghouse Bank

2250 Dorchester Avenue

Dorchester, Massachusetts  02124

Members of the Board of Directors:

At your request, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be 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 reissued by the Office of the Comptroller of the Currency (“OCC”), and applicable regulatory interpretations thereof.  Such Valuation Guidelines are relied upon by the Federal Reserve Board (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) and the Massachusetts Commissioner of Banks (the “Commissioner”) in the absence of separate written valuation guidelines.

Description of Plan of Conversion

The Board of Directors of Meetinghouse Bank, Dorchester, Massachusetts (““Meetinghouse Bank” or the “Bank”) adopted the plan of conversion on January 17, 2012, incorporated herein by reference.  Pursuant to the plan of conversion, the Bank will convert from a Massachusetts mutual cooperative bank to a Massachusetts stock cooperative bank and become a wholly-owned subsidiary of Meetinghouse Bancorp, Inc. (“Meetinghouse Bancorp” or the “Company”), a newly formed Maryland corporation.  Meetinghouse Bancorp will offer 100% of its common stock to qualifying depositors of the Bank in a subscription offering to Eligible Account Holders, Supplemental Eligible Account Holders, Tax-Qualified Employee Benefit Plans including Meetinghouse Bank’s employee stock ownership plan (the “ESOP”) and Employees, Officers and Directors, as such terms are defined for purposes of applicable federal regulatory guidelines 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 to members of the general public in a community offering and/or an underwritten public offering.  Going forward, Meetinghouse Bancorp will own 100% of the Bank’s stock, and the Bank will initially be Meetinghouse Bancorp’s sole subsidiary.  A portion of the net proceeds received from the sale of common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 600	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

February 17, 2012

Page 2

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly-formed ESOP and reinvestment of the proceeds that are retained by the Company.  In the future, Meetinghouse Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

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.  For its appraisal services, RP Financial is being compensated on a fixed fee basis for the original appraisal and for any subsequent updates, and such fees are payable regardless of the valuation conclusion or the completion of the conversion offering transaction.  We believe that we are independent of the Bank and the other parties engaged by Meetinghouse 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 Bank and the Company, including the prospectus as filed with the FRB, the FDIC, the Commissioner and the Securities and Exchange Commission (“SEC”).  We have conducted a financial analysis of the Bank that has included a review of audited financial information for the fiscal years ended September 30, 2007 through September 30, 2011 and a review of various unaudited information and internal financial reports through December 31, 2011.  We have also conducted due diligence related discussions with Meetinghouse Bank’s management; Shatswell, MacLeod & Company, P.C., Meetinghouse Bank’s independent auditor; Kilpatrick Townsend & Stockton LLP, Meetinghouse Bank’s conversion counsel; and Keefe, Bruyette & Woods, Inc., Meetinghouse Bank’s financial and 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 Meetinghouse Bank operates and have assessed the Bank’s relative strengths and weaknesses.  We have monitored all material regulatory and legislative actions affecting financial institutions generally and analyzed the potential impact of such developments on Meetinghouse Bank and the industry as a whole to the extent we were aware of such matters.  We have analyzed the potential effects of the stock conversion on the Bank’s operating characteristics and financial performance as they relate to the pro forma market value of Meetinghouse Bank.  We have reviewed the economy and demographic characteristics of the primary market area in which the

Boards of Directors

February 17, 2012

Page 3

Bank currently operates.  We have compared Meetinghouse Bank’s financial performance and condition with publicly-traded thrift institutions evaluated and selected in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies.  We have reviewed conditions in the securities markets in general and the market for thrifts and thrift holding companies, including the market for new issues.

The Appraisal is based on Meetinghouse Bank’s representation that the information contained in the regulatory applications and additional information furnished to us by the Bank and its independent auditors, legal counsel, investment bankers and other authorized agents are truthful, accurate and complete.  We did not independently verify the financial statements and other information provided by the Company, or its independent auditors, legal counsel, investment bankers and other authorized agents nor did we independently value the assets or liabilities of Meetinghouse Bank.  The valuation considers Meetinghouse Bank only as a going concern and should not be considered as an indication of the Bank’s liquidation value.

Our appraised value is predicated on a continuation of the current operating environment for the Bank and for all thrifts and their holding companies.  Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of thrift stocks as a whole or the Bank’s value alone.  It is our understanding that Meetinghouse Bank intends to remain an independent institution and there are no current plans for selling control of the Bank as a converted institution.  To the extent that such factors can be foreseen, they have been factored into our analysis.

The estimated pro forma market value is defined as the price at which the Company’s stock, immediately upon completion of the offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

Valuation Conclusion

It is our opinion that, as of February 17, 2012, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $5,000,000 at the midpoint, equal to 500,000 shares offered at a per share value of $10.00.  Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $4,250,000 and a maximum value of $5,750,000.  Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 425,000 at the minimum and 575,000 at the maximum.  In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $6,612,500 without a resolicitation.  Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 661,250.

Limiting Factors and Considerations

The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock.  Moreover, because such

Boards of Directors

February 17, 2012

Page 4

valuation is determined in accordance with applicable regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof.  The appraisal reflects only a valuation range as of this date for the pro forma market value of Meetinghouse Bancorp immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the public stock offering.

The valuation prepared by RP Financial, in accordance with applicable regulatory guidelines, was based on the financial condition and operations of Meetinghouse Bank as of December 31, 2011, the date of the financial data included in the prospectus.

RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities.  RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its financial institution clients.

The valuation will be updated as provided for in the conversion regulations and guidelines.  These updates will consider, among other things, any developments or changes in the financial performance and condition of Meetinghouse Bank, management policies, and current conditions in the equity markets for thrift stocks, both existing issues and new issues.  These updates may also consider changes in other external factors which impact value including, but not limited to:  various changes in the federal and state legislative and regulatory environments for financial institutions, the stock market in general, 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.

Respectfully submitted,

RP® FINANCIAL, LC.

Ronald S. Riggins

President and Managing Director

Gregory E. Dunn

Director

RP® Financial, LC.	TABLE OF CONTENTS
	i

TABLE OF CONTENTS
MEETINGHOUSE BANCORP, INC.
MEETINGHOUSE BANK
Dorchester, Massachusetts

		PAGE
DESCRIPTION		NUMBER
CHAPTER ONE	OVERVIEW AND FINANCIAL ANALYSIS
Introduction			I.1
Plan of Conversion			I.1
Strategic Overview			I.2
Balance Sheet Trends			I.4
Income and Expense Trends			I.8
Interest Rate Risk Management			I.11
Lending Activities and Strategy			I.12
Asset Quality			I.14
Funding Composition and Strategy			I.15
Subsidiary Activity			I.16
Legal Proceedings			I.16
CHAPTER TWO	MARKET AREA
Introduction			II.1
National Economic Factors			II.1
Market Area Demographics			II.5
Regional Economy			II.7
Unemployment Trends			II.8
Market Area Deposit Characteristics and Competition			II.9
CHAPTER THREE	PEER GROUP ANALYSIS
Peer Group Selection			III.1
Financial Condition			III.6
Income and Expense Components			III.8
Loan Composition			III.12
Interest Rate Risk			III.12
Credit Risk			III.15
Summary			III.15

RP® Financial, LC.	TABLE OF CONTENTS
	ii

TABLE OF CONTENTS

MEETINGHOUSE BANCORP, INC.
MEETINGHOUSE BANK
Dorchester, Massachusetts

(continued)

				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.6
4.	Primary Market Area				IV.6
5.	Dividends				IV.8
6.	Liquidity of the Shares				IV.8
7.	Marketing of the Issue				IV.9
	A.	The Public Market			IV.9
	B.	The New Issue Market			IV.14
	C.	The Acquisition Market			IV.17
8.	Management				IV.17
9.	Effect of Government Regulation and Regulatory Reform				IV.18
Summary of Adjustments					IV.18
Valuation Approaches:					IV.18
1.	Price-to-Earnings (“P/E”)				IV.20
2.	Price-to-Book (“P/B”)				IV.20
3.	Price-to-Assets (“P/A”)				IV.22
Comparison to Recent Offerings					IV.22
Valuation Conclusion					IV.23

RP® Financial, LC.	LIST OF TABLES
	iii

LIST OF TABLES
MEETINGHOUSE BANCORP, INC.
MEETINGHOUSE BANK
Dorchester, Massachusetts

TABLE
NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheet Data	I.5
1.2	Historical Income Statements	I.9
2.1	Summary Demographic Data	II.6
2.2	Primary Market Area Employment Sectors	II.7
2.3	Largest Employers in Boston MSA	II.8
2.4	Unemployment Trends	II.9
2.5	Deposit Summary	II.10
2.6	Market Area Deposit Competitors	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 Pct. of Avg. Assets and Yields, Costs, Spreads	III.9
3.4	Loan Portfolio Composition and Related Information	III.13
3.5	Interest Rate Risk Measures and Net Interest Income Volatility	III.14
3.6	Credit Risk Measures and Related Information	III.16
4.1	Market Area Unemployment Rates	IV.7
4.2	Pricing Characteristics and After-Market Trends	IV.15
4.3	Market Pricing Comparatives	IV.16
4.4	Public Market Pricing	IV.21

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.1

I.  OVERVIEW AND FINANCIAL ANALYSIS

Introduction

Meetinghouse Bank (“Meetinghouse Bank” or the “Bank”), chartered in 1914, is a Massachusetts chartered mutual cooperative bank located in the community of Dorchester in Boston, Massachusetts.  The Bank serves the Boston metropolitan area through an operations office and one full service branch office, which are both located in Dorchester.  Dorchester is located in Suffolk County.  .A map of the Bank’s branch office location is provided in Exhibit I-1.  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”) and by the Share Insurance Fund of the Co-Operative Central Bank for amounts in excess of the FDIC insurance limits.  At December 31, 2011, the Bank had $68.7 million in assets, $63.2 million in deposits and total equity of $5.2 million, equal to 7.6% of total assets.  The Bank’s audited financial statements are incorporated by reference as Exhibit I-2.

Plan of Conversion

On January 17, 2012, the Board of Directors of the Bank adopted a plan of conversion, incorporated herein by reference, in which the Bank will convert from a Massachusetts mutual cooperative bank to a Massachusetts stock cooperative bank and become a wholly-owned subsidiary of Meetinghouse Bancorp, Inc. (“Meetinghouse Bancorp” or the “Company”), a newly formed Maryland corporation.  Meetinghouse Bancorp will offer 100% of its common stock to qualifying depositors of Meetinghouse Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or an underwritten public offering.  Going forward, Meetinghouse Bancorp will own 100% of the Bank’s stock and the Bank will initially be Meetinghouse Bancorp’s sole subsidiary.  A portion of the net proceeds received from the sale of common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, extending a loan to the newly-formed employee stock ownership plan (the “ESOP”) and reinvestment of the proceeds that are retained by the Company.  In the future,

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.2

Meetinghouse Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

Strategic Overview

Meetinghouse Bank maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base.  Meetinghouse Bank’s operating strategy has been fairly reflective of a traditional thrift operating strategy, in which lending has emphasized originations of 1-4 family residential mortgage loans and funding has been largely generated through retail deposits.  In recent years, mortgage banking has become a more significant part of the Bank’s operations, as historically low interest rates have increased demand for 1-4 family fixed rate mortgage loans which the Bank generally sells into the secondary market.

Recent trends in the Bank’s balance sheet show asset growth has consisted primarily of liquidity funded by deposit growth, which also funded the payoff of borrowings.  Loan growth has been limited by the Bank’s general philosophy of selling originations of fixed rate 1-4 family loans and the accelerated pay down of 1-4 family loans held for investment as borrowers have been refinancing into lower rate mortgages.  Lending diversification by the Bank has generally emphasized commercial real estate loans.

Investments serve as a supplement to the Bank’s lending activities and the investment portfolio is considered to be indicative of a low risk investment philosophy.  As of December 31, 2011, the Bank’s holdings of investment securities consisted substantially of mortgage-backed securities.  The largest source of asset growth in recent years has been cash and cash equivalents, as proceeds from the sale of loans and deposit growth have been largely maintained in cash and cash equivalents for purposes of strengthening the Bank’s liquidity and management of interest rate risk in the prevailing low interest rate environment.  With the build-up of liquidity in the current interest rate environment, the Bank is also positioned to redeploy excess liquidity to fund loan growth as yields become more attractive and demand for loans other than fixed rate 1-4 family permanent mortgage loans increases.

The Bank’s lending and investment strategies have generally supported management of credit risk exposure, as evidenced by favorable credit quality measures for non-performing

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.3

assets.  Meetinghouse Bank is not a subprime lender and does not hold any investments in high risk collateralized debt obligations (“CDOs”).

Deposits have consistently served as the primary interest-bearing funding source for the Bank and have funded the Bank’s asset growth as well as the payoff of borrowings in recent years.  Certificates of deposit (“CDs”) constitute the largest portion of the Bank’s deposit base.  The Bank utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk.  Borrowings utilized the Bank have generally been limited to FHLB advances.

Meetinghouse Bank’s’ earnings base is largely dependent upon net interest income and operating expense levels.  In recent years, the Bank’s net interest margin has benefitted from the decline in short-term interest rates and resulting steeper yield curve.  In particular, the Bank’s funding costs have decreased more rapidly relative to yields earned on less rate sensitive interest-earning assets.  However, since fiscal 2010, the Bank’s ratio of net interest income to average assets has decreased slightly, which can in part be attributed to increased levels of very low yielding liquidity maintained on the balance sheet.  The Bank has also started to experience interest rate spread compression from funding costs no longer declining as much as yields earned on less rate sensitive interest-earning assets such as loans and mortgage-backed securities.  Operating expenses have generally been maintained at relatively high levels reflecting the impact of certain inherent fixed costs on a relatively small asset base, as well as the higher cost associated with operating in a large metropolitan area.  The growing significance of mortgage banking activities on the Bank’s operations, which is substantially an off-balance sheet activity, has largely accounted for the higher operating expenses recorded in recent years.  Likewise, gains on the sale of loans to the secondary market have been a growing source of non-interest revenues for the Bank.  Other sources of non-interest revenues have been a fairly stable contributor to earnings, consisting largely of customer service fees.

The post-offering business plan of the Bank is expected to remain consistent with current strategic objectives.  Specifically, Meetinghouse Bank will continue to be an independent community-oriented financial institution with a commitment to local real estate financing with operations funded primarily by retail deposits.  Growth strategies will continue to be implemented within the context of managing the Bank’s exposure to credit risk and interest rate risk.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.4

The Bank’s Board of Directors has elected to complete a public stock offering to improve the competitive position of Meetinghouse Bank.  The capital realized from the stock offering will increase the Bank’s operating flexibility and allow for implementation of desired growth strategies.  The additional funds realized from the stock offering will provide an alternative funding source to deposits and borrowings in meeting the Bank’s future funding needs, which may facilitate a reduction in Meetinghouse Bank’s funding costs.  Additionally, Meetinghouse Bank’s higher equity-to-assets ratio will also better position the Bank to pursue expansion opportunities.  Such expansion would most likely occur through the establishment or acquisition of additional banking offices.  At this time, the Bank has no specific plans for expansion, but will continue to evaluate branch expansion as such opportunities arise.  The projected uses of proceeds are highlighted below.

·Meetinghouse Bancorp, Inc.  The Company is expected to retain up to 50% of the net offering proceeds.  At present, funds at the Company level, net of the loan to the ESOP, are expected to be primarily invested initially into liquid funds held as a deposit at the Bank.  Over time, the funds may be utilized for various corporate purposes, possibly including infusing additional equity into the Bank, repurchases of common stock and the payment of cash dividends.

·Meetinghouse Bank.  Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s stock.  Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are anticipated to become part of general operating funds and are expected to be primarily utilized to fund loan growth over time.

Overall, it is the Bank’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with Meetinghouse Bank’s operations.

Balance Sheet Trends

Table 1.1 shows the Bank’s historical balance sheet data from fiscal year end September 30, 2007 through December 31, 2011.  From fiscal year end 2007 through December 31, 2011, Meetinghouse Bank’s assets increased at an 8.1% annual rate.  Asset growth was primarily in the form of cash and cash equivalents, particularly in recent years.  Following fiscal year 2008, the balance of loans receivable was relatively stable for the remainder of the period covered in Table 1.1.  Asset growth was largely funded by deposit growth, as the Bank’s utilization of borrowings has trended lower since fiscal year end 2008.  A

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.5

Table 1.1

Meetinghouse Bank

Historical Balance Sheet Data

													9/30/07-
													12/31/11
	At Fiscal Year Ended September 30,										At December 31,		Annual.
	2007		2008		2009		2010		2011		2011		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	$49,417	100.00%	$56,769	100.00%	$62,081	100.00%	$64,354	100.00%	$66,203	100.00%	$68,663	100.00%	8.05%
Cash and cash equivalents	4,489	9.08%	4,859	8.56%	8,868	14.28%	3,607	5.60%	8,513	12.86%	12,988	18.92%	28.40%
Investment securities/CDs	4,498	9.10%	7,243	12.76%	8,506	13.70%	7,807	12.13%	7,757	11.72%	7,259	10.57%	11.92%
Loans held-for-sale	-	0.00%	-	0.00%	-	0.00%	6,919	10.75%	4,426	6.69%	3,436	5.00%	NM
Loans receivable, net	37,918	76.73%	42,158	74.26%	42,305	68.14%	43,555	67.68%	42,376	64.01%	41,835	60.93%	2.34%
FHLB stock/Co-op Central Bank deposit	924	1.87%	954	1.68%	954	1.54%	954	1.48%	954	1.44%	954	1.39%	0.75%
		-
Deposits	$39,952	80.85%	$44,665	78.68%	$54,956	88.52%	$57,943	90.04%	$60,753	91.77%	$63,232	92.09%	11.41%
Borrowings	5,097	10.31%	7,499	13.21%	2,468	3.98%	1,302	2.02%	-	0.00%	-	0.00%	-100.00%
Equity	$4,211	8.52%	$4,409	7.77%	$4,475	7.21%	$4,873	7.57%	$5,165	7.80%	$5,233	7.62%	5.25%
Loans/Deposits		94.91%		94.39%		76.98%		75.17%		69.75%		66.16%
Full Service Banking Offices Open	1		1		1		1		1		1

(1)  Ratios are as a percent of ending assets.

Sources:  Meetinghouse Bank’s prospectus, audited and unaudited financial statements and RP Financial calculations.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.6

summary of Meetinghouse Bank’s key operating ratios from fiscal year end 2007 through December 31, 2011 is presented in Exhibit I-3.

Meetinghouse Bank’s loans receivable portfolio increased at a 2.3% annual rate from fiscal year end 2007 through December 31, 2011, with the substantial portion of the growth occurring during fiscal 2007.  The Bank’s lower loan growth rate compared to its asset growth rate provided for a decrease in the loans-to-assets ratio from 76.7% at year end 2007 to 60.9% at December 31, 2011.  Loans held for sale at December 31, 2011 amounted to $3.4 million or 5.0% of assets at December 31, 2011.  Meetinghouse Bank’s historical emphasis on residential mortgage lending is reflected in its loan portfolio composition, as 65.1% of total loans receivable consisted of 1-4 family residential mortgage loans at December 31, 2011.

Trends in the Bank’s loan portfolio composition over the past two and one-quarter fiscal years show that the concentration of 1-4 family residential mortgage loans comprising total loans has been relatively stable, as 1-4 family residential mortgage loans comprised 66.9% of total loans receivable at September 30, 2010.  Over the past two and one-quarter fiscal years, commercial real estate/multi-family  loans have constituted the primary area of loan portfolio diversification for the Bank.  Commercial real estate/multi-family loans comprised 17.6% of total loans receivable both at December 31, 2011 and at September 30, 2010.  Other areas of lending diversification for the Bank includes construction, commercial business and consumer loans, with each of those loan types comprising 3.0% or less of total loans receivable over the past two and one-quarter fiscal years.

The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Meetinghouse Bank’s overall credit and interest rate risk objectives.  It is anticipated that proceeds retained at the holding company level will primarily be invested into investments with short-term maturities. Since fiscal year end 2007, the Bank’s level of cash and investment securities (inclusive of FHLB stock and Cooperative Central Bank deposit) ranged from a low of 19.2% of assets at fiscal year end 2010 to a high of 30.9% of assets at December 31, 2011.  The increase in cash and investments since fiscal year end 2010 consisted of cash and cash equivalents, which was partially offset by a decrease in investments.  At December 31, 2011, cash and cash equivalents totaled $13.0 million or 18.9% of assets and investment securities/interest-bearing time deposits totaled $7.3 million or 10.6% of assets.  Except for $305,000 of corporate debt, the investment securities portfolio consisted entirely of mortgage-backed securities totaling $5.3 million at December 31,

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.7

2011.  Interest-bearing time deposits held in other banks totaled $1.6 million at December 31, 2011.  The Bank also held FHLB stock and a Cooperative Central Bank deposit, with respective balances of $527,000 and $427,000 of at December 31, 2011.  All investment securities are maintained as available for sale and, as of December 31, 2011, the investment securities portfolio reflected a net unrealized gain of $228,000.  Exhibit I-4 provides historical detail of the Bank’s investment securities portfolio.

Over the past five and one-quarter fiscal years, Meetinghouse Bank’s funding needs have been largely addressed through deposits and internal cash flows, with supplemental funding provided by borrowings and retained earnings.  From fiscal year end 2007 through December 31, 2011, the Bank’s deposits increased at an annual rate of 11.4%.  Positive deposit growth was sustained throughout the period covered in Table 1.1, with the most significant deposit growth occurring in fiscal 2009.  Deposits as a percent of assets ranged from a low of 78.7% at fiscal year end 2008 to a high of 92.1% at December 31, 2011.  Certificates of deposit (“CDs”) account for the largest concentration of the Bank’s deposits and comprised 56.0% of deposits at December 31, 2011.  Transaction and savings account deposits comprised 44.0% of deposits at December 31, 2011, with non interest-bearing demand deposits comprising the largest portion of the Bank’s core deposits.

Borrowings serve as an alternative funding source for the Bank to address funding needs for growth and to support management of deposit costs and interest rate risk.  The Bank’s utilization of borrowings reached a peak balance of $7.5 million or 13.2% of assets at fiscal year end 2008.  Since fiscal year end 2008, borrowings trended lower to a zero balance during fiscal 2011.  The Bank’s utilization of borrowings has generally been limited to FHLB advances.

The Bank’s equity increased at a 5.3% annual rate from fiscal year end 2007 through December 31, 2011, which was largely related to retention of earnings.  All of the Bank’s capital is tangible capital and Meetinghouse Bank maintained capital surpluses relative to all of its regulatory capital requirements at December 31, 2011.  The addition of stock proceeds will serve to strengthen the Bank’s capital position, as well as support growth opportunities.  At the same time, Meetinghouse Bank’s ROE will initially be depressed following its stock conversion as the Bank’s pro forma capital position will be significantly higher following the infusion of net stock proceeds into capital.

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Income and Expense Trends

Table 1.2 shows the Bank’s historical income statements for the past five fiscal years and for the twelve months ended December 31, 2011.  The Bank’s reported earnings ranged from a net loss of $31,000 or negative 0.06% of average assets during fiscal 2007 to net income of $316,000 or 0.51% of average assets during fiscal 2010.  For the twelve months ended December 31, 2011, the Bank reported earnings of $214,000 or 0.33% of average assets.  Net interest income and operating expenses represent the primary components of the Bank’s earnings.  Other revenues for the Bank are largely derived from customer service fees and gains on the sale of loans to the secondary market, which have been growing sources of revenues in recent years.  Favorable credit quality measures, as implied by low balances of non-performing assets, have served to limit the impact of loan loss provisions on the Bank’s earnings over the past five and one-quarter fiscal years.

During the period covered in Table 1.1, the Bank’s net interest income to average assets ratio ranged from a low of 2.57% during fiscal 2009 to a high of 3.26% during fiscal 2010.  For the twelve months ended December 31, 2011, the Bank’s net interest income to average assets ratio equaled 3.15%.  The comparatively higher net interest income ratios maintained during the past two fiscal years and most recent twelve month period were facilitated by  wider yield-cost spreads, as the decline in short-term interest rates and resulting steeper yield curve has provided for a more significant decline in the Bank’s funding costs relative to less rate sensitive interest-earning asset yields.  The decrease in the net interest income ratio since fiscal 2010 reflects the increase in the Bank’s liquidity position during a period when short-term interest rates have declined sharply.  Overall, the Bank’s interest rate spread increased from 2.40% during fiscal 2009 to a peak ratio of 3.33% during fiscal 2011 and equaled 3.27% during the three months ended December 31, 2011.  The Bank’s net interest rate spreads and yields and costs for the past three and one-quarter fiscal years are set forth in Exhibits I-3 and I-5.

Operating expenses represent the other major component of the Bank’s earnings, ranging from a low of 3.33% of average assets during fiscal 2010 to a high of 3.85% of average assets during fiscal 2011.  For the twelve months ended December 31, 2011, operating expenses as a percent of average assets decreased to 3.80%.  In general, the Bank has maintained a relatively high level of operating expenses, which can in part be attributed to certain inherent fixed costs Meetinghouse incurs as a regulated financial institution that are

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Table 1.2

Meetinghouse Bank
Historical Income Statements

	For the Fiscal Year Ended September 30,										For the 12 months
	2007		2008		2009		2010		2011		Ended 12/31/11
	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	$2,749	5.60%	$2,944	5.54%	$2,949	4.96%	$2,916	4.70%	$2,738	4.28%	$2,691	4.15%
Interest expense	(1,407)	-2.87%	(1,533)	-2.89%	(1,419)	-2.39%	(892)	-1.44%	(660)	-1.03%	(640)	-0.99%
Net interest income	$1,342	2.73%	$1,411	2.66%	$1,530	2.57%	$2,024	3.26%	$2,078	3.24%	$2,051	3.15%
Provision for loan losses	30	0.06%	57	0.11%	12	0.02%	(18)	-0.03%	11	0.02%	(16)	-0.02%
Net interest income after provisions	$1,372	2.79%	$1,468	2.76%	$1,542	2.59%	$2,006	3.23%	$2,089	3.26%	$2,035	3.14%
Other operating income	$276	0.56%	$288	0.54%	$288	0.48%	$328	0.53%	$340	0.53%	$341	0.53%
Operating expense	(1,838)	-3.74%	(1,847)	-3.48%	(2,041)	-3.43%	(2,065)	-3.33%	(2,464)	-3.85%	(2,467)	-3.80%
Net operating income	($190)	-0.39%	($91)	-0.17%	($211)	-0.36%	$269	0.43%	($35)	-0.05%	($91)	-0.14%
Gains and Losses
Gain(loss) on sale of loans	$148	0.30%	$211	0.40%	$290	0.49%	$255	0.41%	$525	0.82%	$449	0.69%
Gain(loss) on sale of OREO	0	0.00%	0	0.00%	4	0.01%	0	0.00%	0	0.00%	0	0.00%
Net non-operating income	$148	0.30%	$211	0.40%	$294	0.49%	$255	0.41%	$525	0.82%	$449	0.69%
Net income before tax	($42)	-0.09%	$120	0.23%	$83	0.14%	$524	0.84%	$490	0.77%	$358	0.55%
Income tax provision	11	0.02%	(47)	-0.09%	(30)	-0.05%	(208)	-0.33%	(197)	-0.31%	(144)	-0.22%
Net income (loss)	($31)	-0.06%	$73	0.14%	$53	0.09%	$316	0.51%	$293	0.46%	$214	0.33%
Adjusted Earnings
Net income	($31)	-0.06%	$73	0.14%	$53	0.09%	$316	0.51%	$293	0.46%	$214	0.33%
Add(Deduct): Non-recurring gains	0	0.00%	0	0.00%	(4)	-0.01%	0	0.00%	0	0.00%	0	0.00%
Tax effect (2)	0	0.00%	0	0.00%	2	0.00%	0	0.00%	0	0.00%	0	0.00%
Adjusted earnings	($31)	-0.06%	$73	0.14%	$51	0.09%	$316	0.51%	$293	0.46%	$214	0.33%
Expense Coverage Ratio (3)	0.73	x	0.76	x	0.75	x	0.98	x	0.84	x	0.83	x
Efficiency Ratio (4)	104.18%		96.70%		96.82%		79.29%		101.90%		86.96%

(1)  Ratios are as a percent of average assets.

(2)  Assumes a 40.0% effective tax rate.

(3)  Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses.

(4)Efficiencyratiocalculatedasoperatingexpensesdividedbythesumofnetinterestincomebeforeprovisionsforloanlossesplusotheroperatingincomeandgainsonthesaleofloans.

Sources:  Meetinghouse Bank’s prospectus, audited & unaudited financial statements and RP Financial calculations.

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	I.10

spread over a relatively small asset base.  The higher cost of conducting business in a large metropolitan area such as Boston would also tend to place upward pressure on the Bank’s operating expense ratio.  In recent years, the upward trend in the Bank’s operating expense ratio also reflects an increase in operating expenses resulting from the more significant influence that mortgage banking has had on the Bank’s overall operations, which produces additional operating expenses but is largely an off-balance sheet activity in terms of asset generation.  Further upward pressure will be placed on the Bank’s operating expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans.  At the same time, the increase in capital realized from the stock offering will increase the Bank’s capacity to leverage operating expenses through pursuing a more aggressive growth strategy.

Non-interest operating income has been a growing source of income for the Bank, with customer service fees on deposit accounts constituting the primary source of non-interest operating income for the Bank.  It is noteworthy that one business customer relationship, who owns and operates check cashing stores, accounts for more than half of the Bank’s customer service fees.  Throughout the period shown in Table 1.2, sources of non-interest operating income ranged from a low of 0.48% of average assets during fiscal 2009 to a high of 0.56% of average assets during fiscal 2007.  For the twelve months ended December 31, 2011, non-interest operating income equaled 0.53% of average assets.  Gains and losses have generally been limited to mortgage banking loan sale gains, which have been a growing source of revenue due to increased lending volumes of 1-4 family fixed rate loans that are sold into the secondary market.  Gains on the sale of loans ranged from a low of 0.30% of average assets during fiscal 2007 to a high of 0.82% of average assets during fiscal 2011.  For the twelve months ended December 31, 2011, gains on the sale of loans equaled 0.69% of average assets.

Overall, the Bank’s net interest income and operating expense ratios over the past five and one-quarter years reflect a peak in core earnings during fiscal 2010, as indicated by the Bank’s expense coverage ratio (net interest income divided by operating expenses).  Meetinghouse Bank’s expense coverage ratio equaled 0.98 times during fiscal 2010, versus a comparable ratio of 0.83 times during the twelve months ended December 31, 2011.  The decrease in the expense coverage ratio was primarily attributable to an increase in the operating expense ratio and, to a lesser extent, a decrease in the net interest income ratio.  Similarly, Meetinghouse Bank’s most favorable efficiency ratio (operating expenses, net of

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	I.11

amortization of intangibles, as a percent of the sum of net interest income plus other operating income and recurring loan sale gains) over the past five and one-quarter years was recorded during fiscal 2010.  Meetinghouse Bank’s efficiency ratio equaled 79.29% during fiscal 2010, versus a comparable ratio of 86.96% during the twelve months ended December 31, 2011.  The increase in the Bank’s efficiency ratio was due to a lower net income ratio and a higher operating expense ratio, which were partially offset by a higher ratio for gains on the sale of loans.

During the period covered in Table 1.2, maintenance of generally favorable credit quality measures served to limit the impact of loan loss provisions on the Bank’s earnings.  Loan loss provisions and recoveries ranged from a recovery of 0.11% of average assets in fiscal 2008 to loan loss provisions of 0.03% of average assets during fiscal 2010.  For the twelve months ended December 31, 2011, the Bank established loan loss provisions of $16,000 or 0.02% of average assets.  As of December 31, 2011, the Bank maintained loan loss allowances of $330,000, equal to 0.79% of net loans receivable and 1,320.0% of non-performing loans.  Exhibit I-6 sets forth the Bank’s loan loss allowance activity from over the past three and one-quarter fiscal years.

The Bank’s effective tax rate ranged from a low of 26.19% during fiscal 2007 to a high of 40.22% during the twelve months ended December 31, 2011.  As set forth in the prospectus, the Bank’s marginal effective tax rate is 40.0%.

Interest Rate Risk Management

The Bank’s current balance sheet is asset-sensitive in the short-term (less than one year) and, thus, the net interest margin would tend to be less adversely affected during periods of rising and higher interest rates compared to when short-term interest rates decline.  The Bank’s interest rate risk analysis as of December 31, 2011 indicates that in the event of a 200 basis point increase in interest rates, net interest income would increase by 9.57% over one year.  Comparatively, in the event of a 100 basis point decrease in interest rates, net interest income would decrease by 14.71% over one year (see Exhibit I-7).

The Bank pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities.  The Bank manages interest rate risk from the asset side of the balance sheet through emphasizing originations of adjustable rate 1-4 family loans for investment, selling most

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	I.12

originations of fixed rate 1-4 family loans, building up liquidity in the prevailing low interest rate environment and diversifying into other types of lending beyond 1-4 family permanent mortgage loans which consists primarily of shorter term fixed rate loans, adjustable rate loans or balloon loans.  As of December 31, 2011, of the Bank’s total loans due after December 31, 2012, ARM loans comprised 81.0% of those loans (see Exhibit I-8).  On the liability side of the balance sheet, management of interest rate risk has been pursued through emphasizing growth of lower costing and less interest rate sensitive transaction and savings accounts and offering attractive rates on certain longer term CDs in the prevailing low interest rate environment.  Transaction and savings account deposits comprised 44.0% of the Bank’s total deposits during at December 31, 2011.

The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Bank’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

Meetinghouse Bank’s lending activities have traditionally emphasized 1-4 family permanent mortgage loans and such loans continue to comprise the largest component of the Bank’s loan portfolio.  Beyond 1-4 family permanent mortgage loans, lending diversification by the Bank has emphasized commercial real estate loans followed by home equity loans and lines of credit.  Other areas of lending diversification for the Bank include multi-family real estate loans, construction loans, consumer loans and commercial business loans.  Going forward, the Bank’s lending strategy is to remain primarily a 1-4 family permanent mortgage lender, with areas of lending diversification emphasizing commercial real estate loans, home equity loans and lines of credit and commercial business loans.  Growth of the 1-4 family loan portfolio will continue to be constrained by the sale of most fixed rate originations.  Exhibit I-9 provides historical detail of Meetinghouse Bank’s loan portfolio composition from fiscal year end 2010 through December 31, 2011 and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of December 31, 2011.

Meetinghouse Bank offers both fixed rate and adjustable rate 1-4 family permanent mortgage loans.  Loans are underwritten to secondary market guidelines, as the Bank’s current philosophy has been to sell most originations of fixed rate loans.  Loans are generally sold on a

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	I.13

servicing released basis.  ARM loans offered by the Bank have initial repricing terms of three or five years and then reprice annually for the balance of the loan term.  ARM loans are indexed to the 1-year LIBOR.  Fixed rate loans are offered for terms of 15 and 30 years.  As of December 31, 2011, the Bank’s loans receivable balance of 1-4 residential mortgage loans equaled $27.4 million or 65.1% of total loans outstanding.  At December 31, 2011, $7.7 million or 28.1% of the Bank’s 1-4 family residential mortgage loans were secured by non-owner occupied properties.  The Bank also maintained $3.4 million of 1-4 family loans held for sale at December 31, 2011.

The Bank’s 1-4 family lending activities include home equity loans and lines of credit.  Home equity loans are originated as fixed rate loans with amortization terms of up to 15 years.  Home equity lines of credit are tied to the prime rate as published in The Wall Street Journal and are offered for terms of up to 15 years, with up to a five year draw period followed by a maximum ten year repayment period.  Home equity lines of credit have an initial repricing term of one year and then convert to monthly floating rate loans for the balance of the loan term.  The Bank will originate home equity loans and lines of credit up to a maximum loan-to value (“LTV”) ratio of 80.0%, inclusive of other liens on the property.  As of December 31, 2011, the Bank’s outstanding balance of home equity loans and lines of credit totaled $4.7 million or 11.2% of total loans outstanding.

Construction loans originated by the Bank generally consist of residential construction loans.  The Bank’s 1-4 family construction lending activities include loans for renovation of residences, as well as for construction of single-family homes. Construction loans for the construction of a residence include loans that convert to permanent loans following the construction period, as well as speculative loans that are extended to experienced builders in the Bank’s market area.  Construction loans are interest only loans during the construction period and are originated up to a LTV ratio of 80.0%.  As of December 31, 2011, Meetinghouse Bank’s outstanding balance of construction loans equaled $1.3 million or 3.0% of total loans receivable.

Commercial real estate and multi-family loans originated by the Bank are collateralized by properties in the Bank’s regional lending area.  Meetinghouse Bank originates commercial real estate and multi-family loans up to a maximum LTV ratio of 80.0% and requires a minimum debt-coverage ratio of 1.30 times.  Commercial real estate/multi-family loans are typically originated as five year adjustable rate loans, with a ten year balloon provision and are amortized for terms ranging from 15 to 30 years.  Commercial real estate/multi-family loans are indexed to

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the prime rate as published in The Wall Street Journal.  Properties securing the commercial real estate loan portfolio include office buildings, restaurants, apartments and retail space.As of December 31, 2011, the Bank’s outstanding balance of commercial real estate and multi-family loans totaled $7.4 million or 17.6% of total loans receivable.

Meetinghouse Bank’s diversification into non-mortgage loans consists of relatively small balances of consumer loans and commercial business loans.  Beyond home equity loans and lines of credit, the consumer loan portfolio consists primarily of auto loans and other types of installment loans.  As of December 31, 2011, the Bank’s outstanding balance of consumer loans (excluding home equity loans and lines of credit) equaled $476,000 or 1.1% of total loans receivable.

The commercial business loan portfolio is generated through extending loans to businesses operating in the local market area.  Commercial business loans offered by the Bank consist of floating rate lines of credit indexed to the prime rate as reported in The Wall Street Journal and generally have terms of five years or less.  The commercial business loan portfolio consists substantially of loans secured by business assets such as accounts receivable, inventory and equipment.  Expansion of commercial business lending is an area of lending emphasis for the Bank, pursuant to which the Bank is seeking to become a full service community bank to its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products.  As of December 31, 2011, Meetinghouse Bank’s outstanding balance of commercial business loans equaled $837,000 or 2.0% of total loans outstanding.

Asset Quality

The Bank’s 1-4 family lending emphasis and philosophy of lending in local and familiar markets have supported the maintenance of relatively favorable credit quality measures.  With the onset of the recession in the Bank’s lending markets, the Bank experienced some modest credit quality deterioration in its loan portfolio; although, the Bank’s ratios for non-performing loans and non-performing assets have remained relatively low.  Over the past two and one-quarter fiscal years, Meetinghouse Bank’s balance of non-performing assets ranged from a low of 0.76% of assets at December 31, 2011 to a high of 1.35% of assets at fiscal year end 2010.  As shown in Exhibit I-11, non-performing assets at December 31, 2011 totaled $525,000 and consisted of $25,000 of non-accruing loans and $500,000 of other real estate owned (“OREO”). 

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	I.15

A single unit commercial property accounted for the entire OREO balance at December 31, 2011.

To track the Bank’s asset quality and the adequacy of valuation allowances, Meetinghouse Bank has established detailed asset classification policies and procedures which are consistent with regulatory guidelines.  Classified assets are reviewed monthly by senior management and quarterly by the full Board.  Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets.  As of December 31, 2011, the Bank maintained loan loss allowances of $330,000, equal to 0.79% of net loans receivable and 1,320.00% of non-performing loans.

Funding Composition and Strategy

Deposits have consistently served as the Bank’s primary funding source and at December 31, 2011 deposits were the only interest-bearing source of funds held by the Bank.  Exhibit I-12 sets forth the Bank’s deposit composition from fiscal year end 2010 through December 31, 2011.  CDs constitute the largest concentration of the Bank’s deposit composition, with the concentration of CDs comprising total deposits remaining at a fairly stable level over the past two and one-half years.  As of December 31, 2011, the CD portfolio totaled $35.4 million or 56.0% of total deposits, versus comparable measures of $33.0 million and 56.9% of total deposits at year fiscal year end 2010.  CDs with scheduled maturities of one year or less comprised 80.8% of the Bank’s CDs at December 31, 2011.  As of December 31, 2011, jumbo CDs (CD accounts with balances of $100,000 or more) amounted to $23.6 million or 66.5% of total CDs.  Jumbo CDs with scheduled maturities of one year or less comprised 54.7% of the Bank’s CDs and 82.3% of the Bank’s jumbo CDs at December 31, 2011.  Exhibit I-13 sets forth the maturity schedule of the Bank’s jumbo CDs as of December 31, 2011.  Historically, the Bank has not utilized brokered CDs as a funding source.

The Bank maintained $27.8 million of savings and transaction account deposits at December 31, 2011, which equaled 44.0% of total deposits.  Comparatively, core deposits equaled $25.0 million or 43.1% of total deposits at fiscal year end 2010.  Since fiscal year end 2010, non interest-bearing demand deposits have been the primary source of the Bank’s core deposit growth.  Non interest-bearing demand deposits also comprised the largest concentration of the Bank’s core deposits, as total non interest-bearing demand deposits of $10.7 million accounted for 38.5% of the Bank’s core deposits at December 31, 2011.

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Borrowings serve as an alternative funding source for the Bank to facilitate management of funding costs and interest rate risk.  The Bank’s utilization of borrowings has generally been limited to FHLB advances.  As the Bank’s investment in short-term liquid funds has increased significantly since fiscal year end 2010, a portion of the Bank’s excess liquidity was used to fund the payoff of borrowings during fiscal 2011.  Exhibit I-14 provides further detail of the Bank’s borrowings activities during the past two and one-quarter fiscal years.

Subsidiary Activity

Upon completion of the conversion, the Bank will become a wholly owned subsidiary of Meetinghouse Bancorp.  The Bank has one subsidiary, Meetinghouse Securities Corporation, a Massachusetts corporation.  It was originally established in 2002 as a passive investment corporation to hold investments investment securities and take advantage of then favorable state income tax provisions applicable to passive investment corporations.  Changes in law have since eliminated this favorable income tax treatment.  At December 31, 2011, Meetinghouse Securities Corporation had total assets of $5.4 million.

Legal Proceedings

The Bank is not currently party to any pending legal proceedings that the Bank’s management believes would have a material adverse effect on the Bank’s financial condition, results of operations or cash flows.

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	II.1

II. MARKET AREA

Introduction

Meetinghouse Bank serves the Boston metropolitan area through its sole office facility located in Dorchester, Massachusetts.  Dorchester is in south Boston and part of Suffolk County.  Exhibit II-1 provides information on the Bank’s office property.

With operations in a major metropolitan area, the Bank’s competitive environment includes a significant number of thrifts, commercial banks and other financial services companies, some of which have a regional or national presence and most of which are larger than the Bank in terms of deposits, loans, scope of operations and number of branches.  These institutions also have greater resources at their disposal than the Bank.  Boston has a highly developed economy comprised of highly skilled workers who are employed in a number of different industry clusters, especially healthcare, finance services and higher education.

Future growth opportunities for Meetinghouse Bank depend on the future growth and stability of the local and regional economy, demographic growth trends and the nature and intensity of the competitive environment.  These factors have been briefly examined to help determine the growth potential that exists for the Bank, the relative economic health of the Bank’s market area and the resultant impact on value.

National Economic Factors

In assessing national economic trends over the past few quarters, more evidence of a slowing economy was forthcoming in the July 2011 reports for manufacturing activity and employment.  The pace of manufacturing activity dropped sharply in July, while U.S. employers added 117,000 jobs in July reflecting sluggish economic growth.  The unemployment rate for July ticked down to 9.1%.  Productivity declined at a 0.3% annual rate in the second quarter, as the stalled economy hurt production by U.S. companies.  Comparatively, retail sales for July were up 0.5%, which was better than expected.  Housing data for July continued to reflect a struggling housing market, with July sales for new and existing homes showing a decline from June and housing starts declined as well in July.  Non-defense capital goods orders declined in July, although consumer spending increased in July despite weak income growth.  Economic data for August remained mixed, as activity in the service sector picked up slightly. 

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	II.2

Comparatively, manufacturing activity edged down in August and job growth was flat in August with the unemployment rate remaining unchanged at 9.1%.  New home sales and housing starts were down again in August, but sales of existing homes showed a healthy increase in August.  Almost one-third of the existing home sales for August were either short sales or sales of foreclosed properties.  Durable-goods orders ticked down slightly in August.  Manufacturing activity picked up slightly in September, while activity in the service sector decreased slightly in September.  Employers added 103,000 jobs in September, which along with a rise in retail sales for September help to ease recession fears.  The U.S. unemployment rate for September remained at 9.1%.  Other positive signs that the economy was not falling back into recession included a pick-up in residential construction during September, new home sales were up in September and durable goods orders, excluding transportation, rose in September.  However, sales of existing homes declined in September.  Third quarter GDP increased at a 2.5% annual rate (subsequently revised to 1.8%), which also served to ease recession fears.

Manufacturing and non-manufacturing activity continued to expand in October 2011, but at a slower pace compared to September.  Jobs data for October continued to imply a slow recovery, with 80,000 jobs added and the unemployment rate ticking down to 9.0%.  Economists’ had forecasted a gain of 95,000 jobs for October.  Retail sales and the index of leading economic indicators both increased in October.  Sales of existing homes were also higher in October, but prices continued to decline as a glut of foreclosures kept pressure on home prices.  An increase in manufacturing activity during November and a brighter jobs report for November provided further evidence that the recovery was gaining momentum.  November employment data showed 120,000 jobs were added and the unemployment rate declined to 8.6%.  However, the pace of growth in the service sector was slower in November and November retail sales showed only a modest increase from October.  Housing starts surged 9.3% in November, which was fueled by construction of apartments, townhouses and other multi-family properties.  Increases in November durable-goods orders and single-family home sales also suggested that the economy was improving.  Manufacturing activity expanded at a slightly higher rate in December, as the index which measures manufacturing activity reached a six month high.  The pace of non-manufacturing activity picked up as well in December.  Employers added 200,000 jobs in December, which pushed the December unemployment rate down to 8.5%.  December was the third consecutive month of retail sales showing slower growth and new home construction declined in December.  Declining home prices and attractive mortgage rates supported a gain in existing home sales for December.  Comparatively, sales of

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	II.3

new homes declined in December and for all of 2011 new home sales were the lowest since the Census Bureau began tracking such sales in 1963.  A more positive economic outlook was indicated by the 3% increase in December durable goods orders and fourth quarter GDP increased at a 2.8% annual rate, the fastest pace since the second quarter of 2010.

Economy data for the first month of 2012 generally reflected an improving economy.  Manufacturing activity increased in January, marking the 30th straight month of increased factory activity.  January non-manufacturing activity showed a healthy increase as well.  Employers added 243,000 jobs in January, which was more than expected, and the unemployment rate for January declined to 8.3%.  The January unemployment rate was the lowest since February 2009.  Retail sales were up slightly in January and industrial production was unchanged in January, with both readings falling short of expectations.  Residential construction was up 1.5% in January, but remained low by historical standards.

In terms of interest rates trends over the past few quarters, a pick-up in manufacturing activity in June helped to push Treasury yields higher in early-July, which was followed by a rally in Treasury bonds amid deepening worries about the euro-zone debt crisis and the slowdown in the U.S. economic recovery.  Treasury yields edged higher in late-July on growing worries about the deficit standoff and the possibility of a U.S. default leading to a downgrade of the U.S.’s triple-A credit rating.  More signs of a slowing economy pushed Treasury yields lower in early-August.  Treasury bonds rallied sharply after the downgrade of the U.S.’s credit rating, as investors poured money into the safety of U.S. Treasury bonds despite yields that approached their lowest levels in history.  Economic data indicating a slower pace of growth provided for a stable interest rate environment through the second half of August.  A disappointing employment report for August and more fallout from Europe’s debt crisis pushed long-term Treasury yields lower in early-September, with the yield on the 10-year Treasury dropping below 2.0%.  Interest rates remained at historic lows for all of September, as the relative safety of U.S. Treasury bonds continued to attract investors amid ongoing concerns of another recession and a Greek debt default.

The yield on the 10-year Treasury remained below 2.0% at the start of the fourth quarter of 2011 and then edged above 2.0% heading into mid-October, as signs of stronger growth eased concerns that the economy was slipping back into a recession.  Long-term Treasury yields stabilized for the balance of October and then edged lower at the beginning of November, as investors continued to be attracted to the safety of U.S. Treasury bonds.  The Federal

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	II.4

Reserve concluded its early-November meeting by keeping its target rate near zero, but lowered its jobs forecast for 2012.  Wholesale and consumer prices edged down in October, which served to ease inflation concerns and helped to keep Treasury yields at historic lows with the 10-year Treasury yield hovering around 2.0% into late-November.  A rise in consumer confidence in November and investors moving back into stocks pushed the yield on the 10-year Treasury back above 2.0% at the end of November.  Treasury yields continued to edge higher at the start of December following the better-than-expected jobs report for November.  Disappointing November retail sales and the Federal Reserve’s guarded assessment of the economy helped to push the 10-year Treasury yield under 2.0% in mid-December.  The Federal Reserve concluded its mid-December meeting by keeping its target rate the same and reiterated that short-term rates are likely to stay near zero until mid-2013.  Little change in November wholesale and consumer prices indicated that inflation was slowing down.  Data showing a healthier economy and consumer confidence increasing to a six month high pushed the 10-year Treasury yield back up to 2.0% in late-December.

Long-term Treasury yields remained fairly stable during the first half of January 2012 and then declined on more signs of weaker than expected economic growth and Standard & Poor’s downgrade of France’s debt along with eight other euro-zone countries.  Low inflation reflected in the December wholesale and retail prices, along with the Federal Reserve’s announcement to keep rates low at least through 2014, helped to keep long-term Treasury yields near historic lows through the end of January.  Data that generally showed an improving economy in January, including a better-than-expected jobs report for January, pushed Treasury yields slightly higher in early-February with the yield on the 10-year Treasury edging slightly above 2.0%.  However, investors moved backed into the safety of U.S. Treasury bonds heading into mid-February, reflecting renewed fears of a Greek default and a drop in consumer confidence during February.  Long-term Treasury yields edged higher in mid-February, as investors reacted to news of higher consumer prices in January including an increase in “core” consumer prices.  As of February 17, 2012, the bond equivalent yields for U.S. Treasury bonds with terms of one and ten years equaled 0.18% and 2.01%, respectively, versus comparable year ago yields of 0.27% and 3.58%.  Exhibit II-2 provides historical interest rate trends.

Based on the consensus outlook of economists surveyed by The Wall Street Journal in February 2012, economic growth is expected to increase slightly in 2012 compared to 2011.  The economist forecasted GDP growth of 2.5% for 2012 compared to 1.6% for 2011.  Most of the economists expect that the unemployment rate will be at 8.0% by the end of 2012 and, on

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	II.5

average, 172,000 jobs will be added per month over the next year.  On average, the economists did not expect the Federal Reserve to begin raising its target rate until late 2013 and the 10-year Treasury yield would increase to 2.62% by the end of 2012.  The surveyed economists also forecasted home prices would be substantially unchanged in 2012 and housing starts would remain flat.

Market Area Demographics

Demographic and economic growth trends, measured by changes in population, number of households, age distribution and median household income, provide key insight into the health of the market area served by Meetinghouse Bank.  Demographic data for Suffolk County, as well as for Massachusetts and the U.S. is provided in Table 2.1. Population and household data indicate that the primary market area served by the Bank is a mix of urban and suburban communities, which has experienced relatively slow demographic growth during the 2000 to 2010 period, a characteristic typical of mature, densely populated markets located throughout the Northeast Corridor.  Population and household growth rates for Suffolk County have been and are projected to remain below the comparable U.S. measures.  Comparatively, Suffolk County’s population and household growth rates were slightly above and matched the comparable Massachusetts growth rates.  Projected population and household growth rates for Suffolk County show the rate of population growth remaining stable and the rate of household growth increasing slightly.  Comparatively, population and household growth rates for the U.S. and Massachusetts are projected to decline slightly over the next five years.  A comparison of age distribution measures reveals that Suffolk County has a relatively young population compared to Massachusetts and the U.S., which can in part be attributed to the relatively large presence of colleges and universities in the Boston metropolitan area.

Income measures show Suffolk County is generally a less affluent part of the Boston metropolitan area, while there are also some relatively affluent communities within the county as well.  Median household and per capita income measures for Suffolk County were well below the Massachusetts income measures, while Suffolk County’s median household income approximated the U.S. measure and per capita income exceeded the U.S. measure.  Over the next five years, Suffolk County is projected to sustain growth in household income that will continue to exceed and approximate the comparable U.S. and Massachusetts growth rates.  Per capita income for Suffolk County is projected to increase at a slightly higher rate over the next five years, which will exceed and match the comparable projected growth rates for the U.S.

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	II.6

Table 2.1

Meetinghouse Bank

Summary Demographic/Economic 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%
Massachusetts	6,349	6,556	6,617	0.3%	0.2%
Suffolk County	690	727	745	0.5%	0.5%
Households(000)
United States	105,480	116,761	121,360	1.0%	0.8%
Massachusetts	2,444	2,520	2,546	0.3%	0.2%
Suffolk County	279	287	293	0.3%	0.4%
2010 Age Distribution(%)	0-14 Yrs.	15-34 Yrs.	35-54 Yrs.	55-69 Yrs.	70+ Yrs.
United States	20.1%	27.2%	28.0%	15.5%	9.1%
Massachusetts	18.4%	26.8%	29.1%	15.7%	10.0%
Suffolk County	15.7%	37.9%	25.9%	12.5%	8.0%
Median Household Income($)
United States	$42,164	$54,442	$61,189	2.6%	2.4%
Massachusetts	50,539	67,515	78,847	2.9%	3.2%
Suffolk County	39,370	53,257	61,900	3.1%	3.1%
Per Capita Income($)
United States	$21,587	$26,739	$30,241	2.2%	2.5%
Massachusetts	25,952	34,458	40,240	2.9%	3.2%
Suffolk County	22,766	29,668	34,798	2.7%	3.2%
	Less Than	$25,000 to	$50,000 to
2010 HH Income Dist.(%)	$25,000	50,000	100,000	$100,000+
United States	20.8%	24.7%	35.7%	18.8%
Massachusetts	21.4%	27.1%	35.7%	15.8%
Suffolk County	23.8%	23.1%	31.1%	21.9%
Source: ERSI.

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	II.7

and Massachusetts.  Income distribution measures imply that there is a relatively wide disparity of incomes within Suffolk County, with Suffolk County showing relatively high concentrations of households with income of less than $25,000 and more than $100,000 compared to the U.S. and Massachusetts.

Regional Economy

Comparative employment data shown in Table 2.2 shows that employment in services constituted the major source of jobs in Suffolk County, as well as Massachusetts.  Suffolk County maintained a higher concentration of service jobs compared to Massachusetts, with service jobs accounting for slightly more than half of the jobs in Suffolk County.  Construction employment followed by government employment represented the second and third largest employment sectors in Suffolk County.  The manufacturing industry, once the backbone of the regional economy, constituted a relatively small percentage of the jobs in Suffolk County, as the manufacturing sector has generally experienced a shrinking job base in higher costing urban markets along the Northeast Corridor.

Table 2.2

Meetinghouse Bank

Primary Market Area Employment Sectors

(Percent of Labor Force)

Employment Sector	Massachusetts	Suffolk County
	(% of Total Employment)
Services	44.9%	53.0%
Construction	10.2%	15.2%
Government	11.1%	12.3%
Wholesale/Retail Trade	12.9%	6.6%
Transportation/Utility	2.5%	3.3%
Agriculture	2.4%	2.4%
Manufacturing	4.9%	2.3%
Arts/Entertainment/Rec.	2.5%	2.2%
Finance/Insurance/Real Estate	6.6%	1.7%
Information	0.3%	0.0%
Other	1.8%	1.0%
	100.0%	100.0%
Source: Bureau of Economic Analysis, 2009.

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	II.8

The market area served by the Bank has a highly developed and diverse economy, with the regions many colleges and universities serving to attract industries in need of a highly skilled and educated workforce.  Health care, high-tech and financial services companies constitute major sources of employment in the Bank’s regional market area, as well as the colleges and universities that populate the Boston MSA.  Tourism also is a prominent component of market area’s economy, as Boston annually ranks as one of the nation’s top 10 tourist attractions.  Table 2.3 lists in detail the major employers in the Bank’s market area.

Table 2.3

Meetinghouse Bank

Largest Employers in Boston MSA

Company/Institution	Industry	Employees
Brigham & Womens Hospital	Healthcare	10,000+
Harvard Univeristy	Education	10,000+
Massachusetts General Hospital	Healthcare	10,000+
Alcatel-Lucent	Technology	5,000-9,000
Boston University	Education	5,000-9,000
Childrens Hospital Boston	Healthcare	5,000-9,000
Deutsche Bank	Financial Services	5,000-9,000
EMC Corp.	Technology	5,000-9,000
Fidelity Investments	Financial Services	5,000-9,000
MA Institute of Technology	Education	5,000-9,000
Liberty Mutual Group	Financial Services	5,000-9,000
John Hancock Life Insurance	Financial Services	5,000-9,000
Shaw Group	Construction	5,000-9,000
Analog Devices Inc.	Technology	5,000-9,000
Bose Corporation	Technology	5,000-9,000
Source: Mass.gov

Unemployment Trends

Comparative unemployment rates for Suffolk County, as well as for the U.S. and Massachusetts, are shown in Table 2.4. The December 2011 unemployment rate for Suffolk County was 6.2%, versus comparable unemployment rates of 6.5% for Massachusetts and 8.3% for the U.S.  Evidence of a recovery from the economic downturn is reflected in the lower December 2011 unemployment rate for Suffolk County compared to one year prior, which was consistent with national and state trends.

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	II.9

Table 2.4

Meetinghouse Bank

Unemployment Trends (1)

	Dec. 2010	Dec. 2011
Region	Unemployment	Unemployment
United States	9.1%	8.3%
Massachusetts	8.0%	6.5%
Suffolk County	7.5%	6.2%
(1) Unemployment rates have not been seasonally adjusted.
Source: U.S. Bureau of Labor Statistics.

Market Area Deposit Characteristics and Competition

The Bank’s deposit base is closely tied to the economic fortunes of Suffolk County.  Table 2.5 displays deposit market trends from June 30, 2007 through June 30, 2011 for Meetinghouse Bank, as well as for all commercial bank and savings institution branches located in Suffolk County and the state of Massachusetts.  Commercial banks maintained a significantly larger market share of deposits than savings institutions in Suffolk County, while the discrepancy between commercial bank and savings institution deposits for all of Massachusetts was less significant.  For the four year period covered in Table 2.5, savings institutions experienced a slightly increase in deposit market share in Suffolk County and a slight decrease in deposit market share in Massachusetts.  Overall, for the four year period covered in Table 2.5, bank and thrift deposits increased at an annual rate of 9.6% in Suffolk County, versus a 6.4% deposit growth rate for Massachusetts.  Based on June 30, 2011 deposit data, Meetinghouse Bank’s $57.3 million of deposits provided for a 0.1% market share of bank and thrift deposits in Suffolk County.  For the four year period covered in Table 2.5, an annual deposit growth rate of 9.8% essentially served to preserve the Bank’s deposit market share in Suffolk County.

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	II.10

Table 2.5

Meetinghouse Bank

Deposit Summary

	As of June 30, 2007			As of June 30, 2011			Deposit
		Market	No. of		Market	No. of	Growth Rate
	Deposits	Share	Branches	Deposits	Share	Branches	2007-2011
	$0			$0			(%)
Massachusetts	$180,792,000	100.0%	2177	$231,326,000	100.0%	2,224	6.4%
Commercial Banks	112,765,000	62.4%	1,024	152,184,000	65.8%	1,013	7.8%
Savings Institutions	68,027,000	37.6%	1153	79,142,000	34.2%	1211	3.9%
Suffolk County	$72,407,740	100.0%	215	$104,469,926	100.0%	232	9.6%
Commercial Banks	65,385,081	90.3%	136	94,169,968	90.1%	141	9.5%
Savings Institutions	7,022,659	9.7%	79	10,299,958	9.9%	91	10.0%
Meetinghouse Bank	39,394	0.1%	1	57,301	0.1%	1	9.8%
Source: FDIC.

As implied by the Bank’s very low market share of deposits, competition among financial institutions in the Bank’s market area is significant.  Among the Bank’s competitors are much larger and more diversified institutions, which have greater resources than maintained by Meetinghouse Bank.  Financial institution competitors in the Bank’s primary market area include other locally-based thrifts and banks, as well as regional, super regional and money center banks.  From a competitive standpoint, Meetinghouse Bank has sought to emphasize its image as a local community bank.  There are a total of 41 banking institutions operating in Suffolk County, with Meetinghouse Bank holding the 25th largest market share of deposits.  Table 2.6 lists the Bank’s largest competitors in Suffolk County, based on deposit market share as noted parenthetically.

Table 2.6

Meetinghouse Bank, Inc.

Market Area Deposit Competitors

Location	Name
Suffolk County	Bank of America (33.4%)
	State Street Bank & Trust (27.4%)
	RBS Citizens (14.8%)
	Bank of New York Mellon (6.8%)
	Sovereign Bank (5.3%)
	Meetinghouse Bank (0.1%) Rank: 25 of 41
Source: FDIC

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	III.1

III.  PEER GROUP ANALYSIS

This chapter presents an analysis of Meetinghouse Bank’s operations versus a group of comparable savings institutions (the “Peer Group”) selected from the universe of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines.  The basis of the pro forma market valuation of Meetinghouse Bank is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences in relation to the Peer Group.  Since no Peer Group can be exactly comparable to Meetinghouse Bank, key areas examined for differences are:  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.  Accordingly, the Peer Group is comprised of only those publicly-traded savings institutions 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-publicly traded and closely-held institutions.  Institutions that are not listed on a national exchange or NASDAQ 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.  A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.

Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of locally- or regionally-based institutions with comparable resources, strategies and financial characteristics.  There are approximately 140 publicly-traded institutions nationally and, thus, it is typically the case that the Peer Group will be comprised of institutions with relatively comparable characteristics.  To the extent that differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for the differences.  Since Meetinghouse Bank will be a fully-converted public company upon completion of the offering, we considered only fully-

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	III.2

converted public companies to be viable candidates for inclusion in the Peer Group.  From the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of Meetinghouse Bank.  In the selection process, we applied two “screens” to the universe of all public companies that were eligible for consideration:

·Screen #1  Massachusetts institutions with assets less than $750 million, tangible equity-to-assets ratios of greater than 8.0% and positive core earnings.  Five companies met the criteria for Screen #1 and four companies were included in the Peer Group:  Chicopee Bancorp, Inc., Hampden Bancorp, Inc., Mayflower Bancorp, Inc. and Peoples Federal Bancshares, Inc.  Wellesley Bancorp was excluded from the Peer Group, due to its status as a recent conversion.  Wellesley Bancorp completed its conversion on January 26, 2012.  Exhibit III-2 provides financial and public market pricing characteristics of all publicly-traded Massachusetts thrifts.

·Screen #2  New England institutions, except for Massachusetts institutions, with assets less than $500 million, tangible equity-to-assets ratios of greater than 8.0% and positive core earnings.  Newport Bancorp, Inc. of Rhode Island was the only company that met the selection criteria for Screen #2 and it was included in the Peer Group.  Exhibit III-3 provides financial and public market pricing characteristics of all publicly-traded New England thrifts.

·Screen #3  Mid-Atlantic institutions with assets less than $500 million, tangible equity-to-assets ratios of greater than 8.0% and positive core earnings.  Five companies met the criteria for Screen #3 and all five companies were included in the Peer Group: Alliance Bancorp, Inc. of Pennsylvania, FedFirst Financial Corp. of Pennsylvania, OBA Financial Services, Inc. of Maryland, Standard Financial Corp. of Pennsylvania and WVS Financial Corp. of Pennsylvania. Exhibit III-4 provides financial and public market pricing characteristics of all publicly-traded Mid-Atlantic thrifts.

Table 3.1 shows the general characteristics of each of the ten Peer Group companies and Exhibit III-5 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies.  While there are expectedly some differences between the Peer Group companies and Meetinghouse Bank, 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 Meetinghouse Bank’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.

In addition to the selection criteria used to identify the Peer Group companies, a summary description of the key comparable characteristics of each of the Peer Group companies relative to Meetinghouse Bank’s characteristics is detailed below.

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III.3

Table 3.1

Peer Group of Publicly-Traded Thrifts

February 17, 2012

				Operating	Total			Fiscal	Conv.	Stock	Market
Ticker	Financial Institution	Exchange	Primary Market	Strategy(1)	Assets(2)		Offices	Year	Date	Price	Value
										($)	($Mil)
CBNK	Chiciopee Bancorp, Inc. of MA	NASDAQ	Chicopee, MA	Thrift	$616		8	12-31	07/06	$14.39	$83
HBNK	Hampden Bancorp, Inc. of MA	NASDAQ	Springfield, MA	Thrift	$568		9	06-30	01/07	$12.38	$76
PEOP	Peoples Fed. Bancshares Inc. of MA	NASDAQ	Brighton, MA	Thrift	$553		6	09-30	07/10	$15.75	$107
ALLB	Alliance Bancorp, Inc. of PA	NASDAQ	Broomall, PA	Thrift	$460	S	9	12-31	01/11	$11.35	$62
NFSB	Newport Bancorp, Inc. of RI	NASDAQ	Newport, RI	Thrift	$454		6	12-31	07/06	$12.88	$45
STND	Standard Financial Corp. of PA	NASDAQ	Monroeville, PA	Thrift	$437		12	09-30	10/10	$16.00	$55
OBAF	OBA Financial Serv. Inc. of MD	NASDAQ	Germantown, MD	Thrift	$382		5	06-30	01/10	$14.20	$60
FFCO	FedFirst Financial Corp. of PA	NASDAQ	Monessen, PA	Thrift	$342	S	9	12-31	09/10	$14.00	$42
WVFC	WVS Financial Corp. of PA	NASDAQ	Pittsburgh, PA	Thrift	$254		6	06-30	11/93	$8.47	$17
MFLR	Mayflower Bancorp, Inc. of MA	NASDAQ	Middleboro, MA	Thrift	$248		8	04-30	12/87	$7.95	$16
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.

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	III.4

·Alliance Bancorp, Inc. of Pennsylvania.  Selected due to similar interest-earning asset composition, similar interest-bearing funding composition, relatively high equity-to-assets ratio, similar return on average assets, similar ratio of net interest income to average assets and lending diversification emphasis on commercial real estate loans.

·Chicopee Bancorp, Inc. of Massachusetts.  Selected due to Massachusetts market area, relatively high equity-to-assets ratio, similar ratio of net interest income to average assets, limited impact of loan loss provisions on earnings, comparable earnings contribution from sources of non-interest operating income, relatively high level of operating expenses as a percent of average assets, lending diversification emphasis on commercial real estate loans and relatively favorable credit quality measures.

·FedFirst Financial Corp. of Pennsylvania.  Selected due to relatively high equity-to-assets ratio, similar ratio of net interest income to average assets, relatively high level of operating expenses as a percent of average assets, relatively high concentration of 1-4 family loans and mortgage-backed securities comprising assets, lending diversification emphasis on commercial real estate loans and relatively favorable credit quality measures.

·Hampden Bancorp, Inc. of Massachusetts.  Selected due to Massachusetts market area, relatively high equity-to-assets ratio, similar return on average assets, similar ratio of net interest income to average assets, comparable earnings contribution from sources of non-interest operating income, relatively high level of operating expenses as a percent of average assets, similar concentration of mortgage-backed securities and 1-4 family permanent mortgage loans comprising assets and lending diversification emphasis on commercial real estate loans.

·Mayflower Bancorp, Inc. of Massachusetts.  Selected due to Massachusetts market area, relatively small asset size, similar interest-bearing funding composition, similar return on average assets, limited earnings impact of loan loss provisions on earnings, comparable earnings contribution from sources of non-interest operating income, relatively high level of operating expenses as a percent of average assets, relatively high concentration of mortgage-backed securities and 1-4 family permanent mortgage loans comprising assets, lending diversification emphasis on commercial real estate loans and relatively favorable credit quality ratios.

·Newport Bancorp, Inc. of Rhode Island.  Selected due to similar return on average assets, comparable earnings contribution from sources of non-interest operating income, relatively high level of operating expenses as a percent of average assets, relatively high concentration of mortgage-backed securities and 1-4 family permanent mortgage loans comprising assets, lending diversification emphasis on commercial real estate loans and relatively favorable credit quality measures.

·OBA Financial Services, Inc. of Maryland.  Selected due to relatively high equity-to-assets ratio, similar ratio of net interest income to average assets, limited impact of loss provisions on earnings, relatively high level of operating expenses as a percent of average assets and lending diversification emphasis on commercial real estate loans.

·Peoples Federal Bancshares, Inc. of Massachusetts.  Selected due to Massachusetts market area, relatively high equity-to-assets ratio, similar ratio of net interest income to average assets, limited impact of loan loss provisions on earnings, similar concentration of 1-4 family permanent mortgage loans comprising assets and lending diversification emphasis on commercial real estate loans.

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	III.5

·Standard Financial Corp. of Pennsylvania.  Selected due to similar interest-earning asset composition, relatively high equity-to-assets ratio, similar ratio of net interest income to average assets, comparable earnings contribution from sources of non-interest operating income, relatively high concentration of mortgage-backed securities and 1-4 family permanent mortgage loans comprising assets, lending diversification emphasis on commercial real estate loans and relatively favorable credit quality measures.

·WVS Financial Corp. of Pennsylvania.  Selected due to relatively small asset size, limited impact of loan loss provisions on earnings and relatively favorable credit quality measures.

In aggregate, the Peer Group companies maintained a higher level of tangible equity than the industry average (15.3% of assets versus 12.1% for all public companies), generated higher core earnings as a percent of average assets (0.37% core ROAA versus 0.09% for all public companies), and earned a higher core ROE (2.57% core ROE versus 0.09% for all public companies).  Overall, the Peer Group’s average P/TB ratio and average core P/E multiple were below and above the respective averages for all publicly-traded thrifts.

	All
	Publicly-Traded		Peer Group
Financial Characteristics (Averages)
Assets ($Mil)	$2,708		$431
Market capitalization ($Mil)	$308		$56
Tangible equity/assets (%)	12.10	%	15.30	%
Core return on average assets (%)	0.09		0.37
Core return on average equity (%)	0.09		2.57
Pricing Ratios (Averages)(1)
Core price/earnings (x)	19.54	x	23.08	x
Price/tangible book (%)	86.89	%	79.76	%
Price/assets (%)	9.89		12.35

(1)  Based on market prices as of February 17, 2012.

Ideally, the Peer Group companies would be comparable to Meetinghouse Bank in terms of all of the selection criteria, but the universe of publicly-traded thrifts does not provide for an appropriate number of such companies.  However, in general, the companies selected for the Peer Group were fairly comparable to Meetinghouse Bank, as will be highlighted in the following comparative analysis.

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	III.6

Financial Condition

Table 3.2 shows comparative balance sheet measures for Meetinghouse Bank and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above.  The Bank’s and the Peer Group’s ratios reflect balances as of December 31, 2011, unless indicated otherwise for the Peer Group companies.  Meetinghouse Bank’s equity-to-assets ratio of 7.6% was below the Peer Group’s average net worth ratio of 15.6%.  However, the Bank’s pro forma capital position will increase with the addition of stock proceeds, providing the Bank with an equity-to-assets ratio that will be more comparable to the Peer Group’s ratio.  Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 7.6% and 15.3%, respectively.  The increase in Meetinghouse Bank’s pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs.  At the same time, the Bank’s higher pro forma capitalization will initially depress return on equity.  Both Meetinghouse Bank’s and the Peer Group’s capital ratios reflected capital surpluses with respect to the regulatory capital requirements.

The interest-earning asset compositions for the Bank and the Peer Group were somewhat similar, with loans constituting the bulk of interest-earning assets for both Meetinghouse Bank and the Peer Group.  The Bank’s loans-to-assets ratio of 65.9% was slightly above the comparable Peer Group ratio of 63.7%.  Comparatively, the Bank’s cash and investments-to-assets ratio of 30.9% approximated the comparable ratio for the Peer Group of 30.8%.  Overall, Meetinghouse Bank’s interest-earning assets amounted to 96.8% of assets, which was slightly above the comparable Peer Group ratio of 94.5%.  The Peer Group’s non-interest earning assets included bank-owned life insurance (“BOLI”) equal to 2.0% of assets and goodwill/intangibles equal to 0.3% of assets, while the Bank maintained zero balances for BOLI and goodwill/intangibles.

Meetinghouse Bank’s funding liabilities reflected a funding strategy that was somewhat similar to that of the Peer Group’s funding composition.  The Bank’s deposits equaled 92.1% of assets, which was well above the Peer Group’s ratio of 71.1%.  The Bank maintained a zero balance of borrowings, versus a borrowings-to-assets ratio of 12.3% for the Peer Group.  Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 92.1% and 83.4%, respectively, with the Peer Group’s lower ratio supported by maintenance of a higher capital position.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.7

Table 3.2

Balance Sheet Composition and Growth Rates

Comparable Institution Analysis

As of December 31, 2011

		Balance Sheet as a Percent of Assets										Balance Sheet Annual Growth Rates							Regulatory Capital
		Cash &	MBS &				Borrowed	Subd.	Net	Goodwill	Tng Net		MBS, Cash &			Borrows.	Net	Tng Net
		Equivalents	Invest	BOLI	Loans	Deposits	Funds	Debt	Worth	& Intang	Worth	Assets	Investments	Loans	Deposits	&Subdebt	Worth	Worth	Tangible	Core	Reg.Cap.
Meetinghouse Bank
December 31, 2011		18.9%	12.0%	0.0%	65.9%	92.1%	0.0%	0.0%	7.6%	0.0%	7.6%	5.30%	51.77%	-8.39%	7.20%	-100.00%	5.84%	5.84%	7.83%	7.83%	14.42%
All Public Companies
Averages		6.1%	21.8%	1.5%	65.8%	73.3%	12.3%	0.4%	12.8%	0.7%	12.1%	3.15%	9.83%	1.41%	3.35%	-11.44%	2.58%	2.12%	11.83%	11.83%	20.29%
Medians		4.6%	19.3%	1.5%	68.1%	74.0%	10.4%	0.0%	11.8%	0.1%	11.0%	1.11%	5.40%	-0.31%	2.32%	-8.60%	2.15%	2.24%	11.18%	11.18%	18.80%
State of MA
Averages		5.9%	18.4%	1.7%	70.1%	73.5%	11.6%	0.2%	13.5%	0.7%	12.8%	11.60%	5.51%	13.55%	11.86%	-7.30%	4.54%	0.60%	14.83%	14.83%	18.73%
Medians		5.2%	13.4%	1.9%	73.5%	74.0%	9.0%	0.0%	14.0%	0.0%	13.5%	5.83%	-1.39%	5.78%	7.74%	-10.19%	1.82%	-0.11%	14.83%	14.83%	19.61%
Comparable Group
Averages		7.0%	23.8%	2.0%	63.7%	71.1%	12.3%	0.0%	15.6%	0.3%	15.3%	2.09%	10.51%	-0.53%	2.92%	-17.53%	0.50%	0.64%	13.06%	13.06%	21.50%
Medians		6.0%	16.0%	2.3%	71.1%	73.8%	10.0%	0.0%	16.3%	0.0%	15.5%	1.14%	4.36%	0.25%	3.90%	-18.37%	0.12%	0.37%	12.89%	12.89%	20.92%
Comparable Group
ALLB	Alliance Bancorp, Inc. of PA (1)	18.6%	13.1%	2.6%	62.1%	80.1%	0.6%	0.0%	18.3%	0.0%	18.3%	5.55%	17.70%	0.05%	-1.47%	-65.72%	NM	NM	12.85%	12.85%	23.10%
CBNK	Chicopee Bancorp, Inc. of MA	9.9%	12.8%	2.2%	72.2%	73.6%	11.6%	0.0%	14.7%	0.0%	14.7%	7.43%	26.84%	2.99%	15.68%	-20.07%	-1.20%	-1.20%	12.79%	12.79%	17.05%
FFCO	FedFirst Financial Corp. of PA (1)	2.8%	19.0%	2.4%	71.8%	65.2%	14.8%	0.0%	17.4%	0.4%	17.1%	-0.70%	-20.55%	6.22%	8.72%	-33.02%	0.12%	0.37%	13.59%	13.59%	25.30%
HBNK	Hampden Bancorp, Inc. of MA	4.4%	19.6%	2.8%	70.4%	75.1%	8.4%	0.0%	15.2%	0.0%	15.2%	0.52%	-6.20%	1.30%	3.87%	-14.91%	-6.84%	-6.84%	13.48%	13.48%	20.06%
MFLR	Mayflower Bancorp, Inc. of MA	5.2%	36.9%	0.0%	51.8%	89.5%	1.0%	0.0%	8.8%	0.0%	8.8%	0.90%	3.69%	0.31%	1.36%	-44.44%	4.86%	4.86%	8.30%	8.30%	17.28%
NFSB	Newport Bancorp, Inc. of RI	6.8%	9.2%	2.5%	76.8%	58.3%	29.5%	0.0%	11.4%	0.0%	11.4%	0.94%	17.54%	-2.12%	1.42%	-1.14%	3.93%	3.93%	9.49%	9.49%	16.03%
OBAF	OBA Financial Serv. Inc. of MD	9.9%	12.0%	2.3%	73.0%	65.9%	13.7%	0.0%	19.9%	0.0%	19.9%	7.85%	64.62%	-1.73%	10.62%	17.33%	-5.79%	-5.79%	19.76%	19.76%	30.88%
PEOP	Peoples Fed. Bancshares Inc. of MA	7.3%	13.0%	3.4%	74.0%	74.0%	3.6%	0.0%	20.7%	0.0%	20.7%	4.24%	1.02%	3.60%	6.68%	-16.67%	-0.92%	-0.92%	14.83%	14.83%	23.80%
STND	Standard Financial Corp. of PA	2.8%	24.2%	2.3%	66.5%	74.2%	7.1%	0.0%	17.9%	2.2%	15.8%	1.34%	5.03%	0.19%	3.93%	-26.28%	5.00%	5.99%	12.62%	12.62%	21.78%
WVFC	WVS Financial Corp. of PA	1.9%	78.2%	0.0%	18.1%	55.5%	32.4%	0.0%	11.6%	0.0%	11.6%	-7.12%	-4.57%	-16.15%	-21.61%	29.63%	5.37%	5.37%	12.92%	12.92%	19.75%

(1)  Financial information is for the quarter ending September 30, 2011.

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) 2012 by RP® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.8

A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio.  Presently, the Bank’s IEA/IBL ratio is lower than the Peer Group’s ratio, based on IEA/IBL ratios of 105.1% and 113.3%, respectively.  The additional capital realized from stock proceeds should serve to provide Meetinghouse Bank with an IEA/IBL ratio that is more comparable  to the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.

The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items.  Meetinghouse Bank’s and the Peer Group’s growth rates are based on annual growth rates for the fifteen and twelve months ended December 31, 2011, respectively, or the most recent twelve month period available for the Peer Group companies.  Meetinghouse Bank recorded a 5.3% increase in assets, versus a 2.1% increase in assets recorded by the Peer Group.  Asset growth by the Bank was supported by a 51.8% increase in cash and investments, which was in part funded by an 8.4% reduction in loans.  Comparatively, the Peer Group showed a 10.5% increase in cash and investments, which was partially offset by a 0.5% decrease in loans.

Meetinghouse Bank’s asset growth was funded by a 7.2% increase in deposits, which funded repayment of all of the Bank’s borrowings as well.  Comparatively, a 2.9% increase in deposits funded the Peer Group’s asset growth and a 17.5% reduction in the Peer Group’s borrowings.  The Bank’s capital increased at an annualized rate of 5.8% during the 15 month period, which was mostly related to the retention of earnings.  Comparatively, the Peer Group’s capital increased by 0.5% during the twelve month period, which reflects retention of earnings partially offset by capital management strategies such as dividend payments and stock repurchases.  The Bank’s post-conversion capital growth rate will initially be constrained by maintenance of a higher pro forma capital position.  Dividend payments and stock repurchases, pursuant to regulatory limitations and guidelines, could also potentially slow the Bank’s capital growth rate in the longer term following the stock offering.

Income and Expense Components

Table 3.3 displays statements of operations for the Bank and the Peer Group.  The Bank’s and the Peer Group’s ratios are based on earnings for the twelve months ended December 31, 2011, unless otherwise indicated for the Peer Group companies.  Meetinghouse

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.9

Table 3.3

Income as Percent of Average Assets and Yields, Costs, Spreads

Comparable Institution Analysis

For the 12 Months Ended December 31, 2011

			Net Interest Income					Other Income				G&A/Other Exp.		Non-Op. Items		Yields, Costs, and Spreads
						Loss	NII				Total								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
Meetinghouse Bank
December 31, 2011		0.33%	4.15%	0.99%	3.15%	0.02%	3.14%	0.00%	0.00%	0.53%	0.53%	3.80%	0.00%	0.69%	0.00%	4.51%	1.27%	3.24%	$3,270	40.22%
All Public Companies
Averages		0.24%	4.33%	1.23%	3.11%	0.57%	2.54%	0.02%	-0.09%	0.80%	0.72%	2.91%	0.03%	0.12%	0.00%	4.64%	1.42%	3.22%	$6,019	30.80%
Medians		0.45%	4.29%	1.21%	3.10%	0.34%	2.63%	0.00%	-0.02%	0.62%	0.57%	2.86%	0.00%	0.05%	0.00%	4.57%	1.39%	3.21%	$4,981	30.90%
State of MA
Averages		0.46%	4.19%	1.01%	3.18%	0.19%	2.99%	0.02%	-0.02%	0.56%	0.56%	2.63%	0.01%	-0.07%	0.00%	4.40%	1.20%	3.20%	$6,201	29.15%
Medians		0.52%	4.22%	1.10%	3.20%	0.19%	2.95%	0.00%	-0.02%	0.40%	0.43%	2.74%	0.00%	0.02%	0.00%	4.51%	1.27%	3.22%	$4,941	31.65%
Comparable Group
Averages		0.37%	4.15%	1.06%	3.08%	0.24%	2.84%	0.01%	-0.03%	0.46%	0.45%	2.76%	0.01%	0.01%	0.00%	4.39%	1.28%	3.11%	$5,385	33.32%
Medians		0.29%	4.20%	1.08%	3.13%	0.22%	2.91%	0.00%	-0.02%	0.48%	0.47%	3.08%	0.00%	0.01%	0.00%	4.47%	1.35%	3.14%	$5,321	33.00%
Comparable Group
ALLB	Alliance Bancorp, Inc. of PA (1)	0.25%	4.14%	0.98%	3.16%	0.70%	2.45%	0.00%	0.00%	0.18%	0.18%	2.40%	0.00%	-0.01%	0.00%	4.41%	1.18%	3.23%	NM	NM
CBNK	Chicopee Bancorp, Inc. of MA	0.19%	4.22%	1.17%	3.05%	0.14%	2.91%	0.00%	-0.02%	0.48%	0.46%	3.22%	0.00%	0.02%	0.00%	4.46%	1.39%	3.07%	NM	NM
FFCO	FedFirst Financial Corp. of PA (1)	0.14%	4.60%	1.53%	3.07%	0.30%	2.77%	0.00%	-0.09%	1.08%	0.99%	3.32%	0.03%	-0.19%	0.00%	4.86%	1.89%	2.98%	NM	35.32%
HBNK	Hampden Bancorp, Inc. of MA	0.27%	4.35%	1.14%	3.21%	0.30%	2.91%	0.00%	-0.01%	0.48%	0.47%	3.05%	0.00%	0.05%	0.00%	4.57%	1.38%	3.19%	$4,941	29.47%
MFLR	Mayflower Bancorp, Inc. of MA	0.52%	4.00%	0.62%	3.39%	0.10%	3.29%	0.05%	-0.05%	0.51%	0.51%	3.27%	0.00%	0.25%	0.00%	4.28%	0.68%	3.60%	$3,643	33.83%
NFSB	Newport Bancorp, Inc. of RI	0.32%	4.69%	1.40%	3.30%	0.25%	3.05%	0.00%	-0.04%	0.61%	0.57%	3.12%	0.00%	0.00%	0.00%	5.05%	1.59%	3.46%	NM	35.04%
OBAF	OBA Financial Serv. Inc. of MD	0.13%	4.29%	1.09%	3.20%	0.19%	3.02%	0.01%	-0.03%	0.29%	0.27%	3.11%	0.00%	-0.02%	0.00%	4.53%	1.39%	3.14%	$5,702	30.76%
PEOP	Peoples Fed. Bancshares Inc. of MA	0.54%	3.80%	0.73%	3.07%	0.09%	2.99%	0.00%	-0.02%	0.32%	0.31%	2.42%	0.00%	0.01%	0.00%	4.03%	0.95%	3.08%	$7,571	39.34%
STND	Standard Financial Corp. of PA	0.74%	4.18%	1.08%	3.10%	0.36%	2.74%	0.01%	0.00%	0.49%	0.50%	2.16%	0.04%	0.03%	0.00%	4.47%	1.33%	3.15%	$4,555	30.63%
WVFC	WVS Financial Corp. of PA	0.64%	3.19%	0.89%	2.30%	-0.03%	2.33%	0.00%	0.00%	0.20%	0.20%	1.53%	0.00%	-0.05%	0.00%	3.25%	1.01%	2.24%	$5,896	32.18%

(1)  Financial information is for the quarter ending September 30, 2011.

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) 2012 by RP® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.10

Bank and the Peer Group reported net income to average assets ratios of 0.33% and 0.37%, respectively.  A lower level of loan loss provisions and higher levels of net interest income, non-interest operating income and net gains represented earnings advantages for the Bank, while a lower level of operating expenses represented an earnings advantage for the Peer Group.

The Bank’s net interest income to average assets ratio was slightly above the comparable Peer Group ratio, which was supported by the Bank’s lower interest expense ratio.  Interest income ratios were the same for the Bank and the Peer Group, as the Peer Group’s higher concentration of assets maintained in interest-earning investments and loans (as opposed to the Bank’s higher ratio of cash and cash equivalents) were offset by the Bank’s higher yield earned on investments and loans.  The Bank’s lower interest expense ratio was supported by a slightly lower cost of funds, which was partially offset by the Peer Group’s lower level of interest-bearing liabilities.  Overall, Meetinghouse Bank and the Peer Group reported net interest income to average assets ratios of 3.15% and 3.08%, respectively.

Loan loss provisions had a larger impact on the Peer Group’s earnings, with loan loss provisions established by the Bank and the Peer Group equaling 0.02% and 0.24% of average assets, respectively.  The levels of loan provisions established by both the Bank and the Peer Group were indicative of their relatively favorable credit quality measures.

In another key area of core earnings strength, the Peer Group maintained a lower level of operating expenses than the Bank.  For the period covered in Table 3.3, the Bank and the Peer Group reported operating expenses to average assets ratios of 3.80% and 2.77%, respectively.  The Bank’s higher operating expense ratio is reflective of the higher costs associated with operating in a large metropolitan area, as well as the significance of the Bank’s off-balance sheet mortgage banking activities relative to its asset size.  Consistent with the Bank’s higher operating expense ratio, Meetinghouse Bank maintained a comparatively higher number of employees relative to its asset size.  Assets per full time equivalent employee equaled $3.3 million for the Bank, versus a comparable measure of $5.4 million for the Peer Group.  On a post-offering basis, the Bank’s operating expenses can be expected to increase with the addition of stock benefit plans and certain expenses that result from being a publicly-traded company, with such expenses already impacting the Peer Group’s operating expenses.  At the same time, Meetinghouse Bank’s capacity to leverage operating expenses will be more comparable to the Peer Group’s leverage capacity following the increase in capital realized from the infusion of net stock proceeds.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.11

When viewed together, net interest income and operating expenses provide considerable insight into a thrift’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities.  In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Peer Group’s earnings were more favorable than the Bank’s.  Expense coverage ratios for Meetinghouse Bank and the Peer Group equaled 0.83x and 1.11x, respectively.

Sources of non-interest operating income provided a slightly larger contribution to the Bank’s earnings, even without factoring in gains on the sale of loans.  Non-interest operating income amounted to 0.53% and 0.45% of the Bank’s and the Peer Group’s average assets, respectively.  Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, Meetinghouse Bank’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 103.3% was less favorable than the Peer Group’s efficiency ratio of 78.2%.

Net gains realized from the sale of assets had a larger impact on the Bank’s earnings, as the Bank and the Peer Group reported net gains equal to 0.69% and 0.01% of average assets, respectively.  Typically, gains and losses generated from the sale of assets are viewed as earnings with a relatively high degree of volatility, particularly to the extent that such gains and losses result from the sale of investments or other assets that are not considered to be part of an institution’s core operations.  Comparatively, to the extent that gains have been derived through selling fixed rate loans into the secondary market, such gains may be considered to be an ongoing activity for an institution and, therefore, warrant some consideration as a core earnings factor.  Gains reported by Meetinghouse Bank consisted entirely of gains on the sale of loans.  Accordingly, with the inclusion of loan sale gains as part of the Bank’s non-interest operating income, the Bank’s efficiency ratio improved to 87.0%.  Extraordinary items were not a factor in either the Bank’s or the Peer Group’s earnings.

Taxes had a more significant impact on the Bank’s earnings, as the Bank and the Peer Group posted effective tax rates of 40.22% and 33.32%, respectively.  As indicated in the prospectus, the Bank’s effective marginal tax rate is equal to 40.0%.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.12

Loan Composition

Table 3.4 presents data related to the Bank’s and the Peer Group’s loan portfolio compositions (including the investment in mortgage-backed securities).  The Bank’s loan portfolio composition reflected a higher concentration of 1-4 family permanent mortgage loans and mortgage-backed securities than maintained by the Peer Group (52.6% of assets versus 47.9% for the Peer Group).  The Bank’s higher ratio was the result of a higher concentration of 1-4 family permanent mortgage loans, which was partially offset by the Peer Group’s higher concentration of mortgage-backed securities.  Loans serviced for others equaled 12.2% and 7.1% of the Bank’s and the Peer Group’s assets, respectively, thereby indicating a greater influence of loan servicing income on the Bank’s earnings.  The Peer Group’s balance of loans serviced for others translated into a modest balance of servicing intangibles, versus a zero balance of loan servicing intangibles for the Bank.

Diversification into higher risk and higher yielding types of lending was less significant for the Bank.  Commercial real estate/multi-family loans represented the most significant area of lending diversification for the Bank (10.8% of assets), followed by consumer loans (7.6% of assets) and construction and land loans (1.8% of assets).  Likewise, the Peer Group’s lending diversification also consisted primarily of commercial real estate/multi-family loans (20.3% of assets), followed by commercial business loans (4.2% of assets) and construction and land loans (2.8% of assets). Commercial business loans and consumer loans were the least significant areas of lending diversification for the Bank and the Peer Group, respectively, equaling 1.2% and 1.0% of their respective assets.  Overall, the Bank’s higher concentration of assets maintained in loans, with less significant diversification into higher risk types of loans, translated into a lower risk weighted assets-to-assets ratio compared to the Peer Group’s ratio.The Bank’s risk weighted assets-to-assets ratio equaled 54.7%, versus a comparable ratio of 63.5% for the Peer Group.

Interest Rate Risk

Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group.  In terms of balance sheet composition, Meetinghouse Bank’s interest rate risk characteristics were considered to be less favorable relative to the comparable measures for the Peer Group.  Most notably, the Bank’s tangible equity-to-assets ratio and IEA/IBL ratio were below the comparable Peer Group ratios.  Comparatively, the Bank’s level of

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.13

Table 3.4

Loan Portfolio Composition and Related Information

Comparable Institution Analysis

As of December 31, 2011

	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)
Meetinghouse Bank	7.73%	44.91%	1.84%	10.81%	1.22%	7.56%	54.67%	$8,380	$0
All Public Companies
Averages	13.96%	34.02%	3.45%	23.10%	4.55%	1.90%	62.52%	$790,283	$6,188
Medians	11.30%	33.46%	2.33%	22.92%	3.45%	0.50%	61.52%	$31,665	$113
State of MA
Averages	11.77%	33.50%	3.50%	24.98%	5.98%	3.19%	65.75%	$76,851	$348
Medians	7.36%	33.24%	2.38%	24.68%	5.38%	0.80%	64.94%	$48,390	$0
Comparable Group
Averages	12.06%	35.79%	2.79%	20.28%	4.21%	0.98%	63.52%	$30,714	$113
Medians	10.39%	34.90%	2.16%	24.39%	2.26%	0.53%	63.16%	$14,685	$25
Comparable Group
ALLB     Alliance Bancorp, Inc. of PA (1)	2.46%	25.66%	3.17%	30.64%	2.06%	1.44%	61.81%	$0	$0
CBNK     Chicopee Bancorp, Inc. of MA	0.41%	28.60%	5.77%	24.60%	13.30%	0.41%	77.67%	$79,340	$341
FFCO     FedFirst Financial Corp. of PA (1)	12.23%	50.61%	1.28%	15.53%	4.62%	0.52%	56.02%	$4,260	$0
HBNK     Hampden Bancorp, Inc. of MA	18.50%	32.56%	0.99%	26.54%	6.18%	5.08%	70.74%	$56,640	$0
MFLR     Mayflower Bancorp, Inc. of MA	24.54%	32.12%	4.08%	10.88%	1.80%	0.76%	54.59%	$85,850	$508
NFSB     Newport Bancorp, Inc. of RI	7.98%	49.83%	1.96%	25.47%	0.25%	0.09%	64.51%	$3,290	$0
OBAF    OBA Financial Serv. Inc. of MD	11.31%	37.23%	1.74%	25.72%	8.98%	0.00%	65.06%	$13,960	$83
PEOP     Peoples Fed. Bancshares Inc. of MA	6.22%	45.92%	2.37%	24.18%	1.27%	0.85%	64.94%	$48,390	$146
STND     Standard Financial Corp. of PA	9.46%	48.57%	1.43%	14.11%	2.46%	0.54%	59.32%	$15,410	$49
WVFC    WVS Financial Corp. of PA	27.52%	6.75%	5.15%	5.10%	1.18%	0.14%	60.57%	$0	$0

(1)  Financial information is for the quarter ending September 30, 2011.

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) 2012 by RP® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.14

Table 3.5

Interest Rate Risk Measures and Net Interest Income Volatility

Comparable Institution Analysis

As of December 31, 2011 or Most Recent Date Available

		Balance Sheet Measures
				Non-Earn.	Quarterly Change in Net Interest Income
		Equity/	IEA/	Assets/
Institution		Assets	IBL	Assets	12/31/2011	9/30/2011	6/30/2011	3/31/2011	12/31/2010	9/30/2010
		(%)	(%)	(%)	(change in net interest income is annualized in basis points)
Meetinghouse Bank		7.6%	105.1%	3.2%	0	5	7	-55	5	21
All Public Companies		12.0%	108.4%	6.3%	0	0	4	1	1	1
State of MA		12.8%	110.9%	5.6%	-2	2	4	-1	-4	3
Comparable Group
Averages		15.3%	113.4%	5.6%	-5	-1	2	7	12	9
Medians		15.5%	114.0%	6.0%	0	-1	1	6	6	8
Comparable Group
ALLB	Alliance Bancorp, Inc. of PA (1)	18.3%	116.2%	6.3%	NA	7	-1	1	-9	29
CBNK	Chicopee Bancorp, Inc. of MA	14.7%	111.5%	5.1%	-5	0	7	6	-1	-10
FFCO	FedFirst Financial Corp. of PA (1)	17.1%	117.0%	6.4%	NA	6	4	6	6	19
HBNK	Hampden Bancorp, Inc. of MA	15.2%	112.9%	5.6%	6	14	4	-7	5	-5
MFLR	Mayflower Bancorp, Inc. of MA	8.8%	103.7%	6.1%	-2	-7	1	3	-3	2
NFSB	Newport Bancorp, Inc. of RI	11.4%	105.8%	7.1%	0-7	-5	-5	-8	8	3
OBAF	OBA Financial Serv. Inc. of MD	19.9%	119.3%	5.1%	9	-8	-38	8	21	25
PEOP	Peoples Fed. Bancshares Inc. of MA	20.7%	121.3%	5.8%	5	1	-9	11	27	22
STND	Standard Financial Corp. of PA	15.8%	115.1%	6.5%	0	-12	1	9	4	-6
WVFC	WVS Financial Corp. of PA	11.6%	111.7%	1.7%	-45	-2	53	44	60	13

(1)  Financial information is for the quarter ending September 30, 2011.

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) 2012 by RP® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.15

non-interest earning assets was lower than the Peer Group’s ratio.  On a pro forma basis, the infusion of stock proceeds should serve to provide the Bank with equity-to-assets and IEA/IBL ratios that are more comparable to the Peer Group’s ratios.

To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Meetinghouse Bank and the Peer Group.  In general, the comparative fluctuations in the Bank’s and the Peer Group’s ratios implied that the interest rate risk associated with the Bank’s net interest income was slightly greater compared to the Peer Group’s, based on the interest rate environment that prevailed during the period covered in Table 3.5.  The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as interest rate sensitive liabilities will be funding a lower portion of Meetinghouse Bank’s assets and the proceeds will be substantially deployed into interest-earning assets.

Credit Risk

Overall, based on a comparison of credit quality measures, the Bank’s credit risk exposure was considered to be less than Peer Group’s.  As shown in Table 3.6, the Bank’s non-performing assets/assets and non-performing loans/loans ratios equaled 0.76% and 0.06%, respectively, versus comparable measures of 1.57% and 2.03% for the Peer Group.  The Bank’s and Peer Group’s loss reserves as a percent of non-performing loans equaled 1,320.00% and 88.03%, respectively.  Loss reserves maintained as percent of net loans receivable equaled 0.79% for the Bank, versus 1.12% for the Peer Group.  The Bank did not record any net charge-offs during the period, versus net charge-offs amounting to 0.17% of loans for the Peer Group.

Summary

Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank.  Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint.  Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.

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	III.16

Table 3.6

Credit Risk Measures and Related Information

Comparable Institution Analysis

As of December 31, 2011 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)	(%)
Meetinghouse Bank	0.73%	0.76%	0.06%	0.79%	1320.00%	62.85%	$0	0.00%
All Public Companies
Averages	0.53%	3.43%	4.18%	1.59%	57.79%	49.29%	$1,742	0.93%
Medians	0.20%	2.28%	3.16%	1.33%	43.37%	36.16%	$620	0.36%
State of MA
Averages	0.10%	1.53%	1.97%	1.08%	84.77%	67.88%	$329	0.11%
Medians	0.09%	1.28%	1.46%	0.99%	79.82%	62.40%	$134	0.06%
Comparable Group
Averages	0.17%	1.57%	2.03%	1.12%	88.03%	70.81%	$133	0.17%
Medians	0.16%	1.16%	1.47%	1.04%	63.66%	50.13%	$61	0.08%
Comparable Group
ALLB      Alliance Bancorp, Inc. of PA (1)	0.55%	3.71%	4.20%	1.38%	33.33%	23.76%	$287	0.40%
CBNK     Chicopee Bancorp, Inc. of MA	0.15%	1.15%	1.28%	1.02%	75.39%	63.67%	$13	0.01%
FFCO      FedFirst Financial Corp. of PA (1)	0.00%	1.03%	1.26%	1.25%	99.27%	88.23%	$96	0.15%
HBNK     Hampden Bancorp, Inc. of MA	0.19%	2.98%	3.92%	1.37%	35.08%	32.85%	$262	0.26%
MFLR      Mayflower Bancorp, Inc. of MA	0.11%	0.37%	0.51%	0.94%	185.21%	131.77%	$33	0.10%
NFSB      Newport Bancorp, Inc. of RI	0.19%	0.42%	0.48%	1.05%	216.66%	188.30%	$51	0.06%
OBAF     OBA Financial Serv. Inc. of MD	0.02%	2.58%	3.47%	0.93%	26.80%	26.60%	$18	0.03%
PEOP      Peoples Fed. Bancshares Inc. of MA	0.00%	1.66%	1.63%	0.85%	51.93%	36.59%	$70	0.00%
STND      Standard Financial Corp. of PA	0.29%	1.17%	1.30%	1.47%	112.43%	84.51%	$496	0.68%
WVFC    WVS Financial Corp. of PA	0.16%	0.67%	2.20%	0.97%	44.23%	31.78%	$0	0.00%

(1)  Financial information is for the quarter ending September 30, 2011.

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) 2012 by RP® Financial, LC.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.1

IV.  VALUATION ANALYSIS

Introduction

This chapter presents the valuation analysis and methodology prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Bank’s conversion transaction.

Appraisal Guidelines

The regulatory written appraisal guidelines reissued by the OCC specify the market value methodology for estimating the pro forma market value of an institution pursuant to a mutual-to-stock conversion.  The Federal Reserve, the FDIC, state banking agencies and other federal regulatory agencies have endorsed the OCC appraisal guidelines as the appropriate guidelines involving mutual-to-stock conversions. 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, including closing pricing and aftermarket trading of such offerings.  It should 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 Bank’s to-be-issued stock.  Throughout the conversion process, RP Financial will:  (1) review changes in

RP® Financial, LC.	VALUATION ANALYSIS
	IV.2

Meetinghouse Bank’s operations and financial condition; (2) monitor Meetinghouse Bank’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks; and (4) monitor pending conversion offerings (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 Bank and for all thrifts.  Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Meetinghouse Bank’s value, or Meetinghouse Bank’s value alone.  To the extent a change in factors impacting the Bank’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 Bank and the Peer Group and how those differences affect the pro forma valuation.  Emphasis is placed on the specific strengths and weaknesses of the Bank relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform.  We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Bank coming to market at this time.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.3

1.         Financial Condition

The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness.  The similarities and differences in the Bank’s and the Peer Group’s financial strengths are noted as follows:

·Overall A/L Composition.  In comparison to the Peer Group, the Bank’s interest-earning asset composition showed a slightly higher concentration of loans and a lower concentration of investments.  The Peer Group’s loan portfolio composition reflected a greater degree of diversification into higher risk and higher yielding types of loans.  Overall, in comparison to the Peer Group, the Bank’s interest-earning asset composition provided for a slightly higher yield earned on interest-earning assets.  Notwithstanding the Bank’s slightly higher yield earned on interest-earning assets, the Bank’s interest income to average assets ratio was the same as the comparable Peer Group ratio, which was largely related to the comparatively higher level of cash and cash equivalents maintained on the Bank’s balance sheet.  Meetinghouse Bank’s funding composition reflected a higher level of deposits and a lower level of borrowings relative to the comparable Peer Group ratios, which translated into a slightly lower cost of funds for the Bank.  Overall, as a percent of assets, the Bank maintained higher levels of interest-earning assets and interest-bearing liabilities compared to the Peer Group’s ratios, which resulted in a lower IEA/IBL ratio for the Bank.  After factoring in the impact of the net stock proceeds, the Bank’s IEA/IBL ratio should be more comparable to the Peer Group’s ratio.  On balance, RP Financial concluded that asset/liability composition was a neutral factor in our adjustment for financial condition.

·Credit Quality.  The Bank’s ratios for non-performing assets and non-performing loans were more favorable than the comparable Peer Group ratios.  Loss reserves as a percent of non-performing loans were higher for the Bank, while the Peer Group maintained higher loss reserves as a percent of loans.  Net loan charge-offs were a larger factor for the Peer Group.  The Bank’s risk weighted assets-to-assets ratio was lower than the Peer Group’s ratio.  Overall, RP Financial concluded that credit quality was a slightly positive factor in our adjustment for financial condition.

·Balance Sheet Liquidity.  The Bank operated with a similar level of cash and investment securities relative to the Peer Group (30.9% of assets versus 30.8% for the Peer Group), as the Bank’s higher level of cash and cash equivalents was substantially offset by the Peer Group’s higher level of investments.  Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into a deposit at the Bank.  The Bank’s future borrowing capacity was considered to be slightly greater than the Peer Group’s, given that the Bank currently does not hold any borrowings.  Overall, RP Financial concluded that balance sheet liquidity was a slightly positive factor in our adjustment for financial condition.

·Funding Liabilities.  The Bank’s interest-bearing funding composition reflected a higher concentration of deposits and a lower level of borrowings relative to the comparable Peer Group ratios, which translated into a slightly lower cost of funds for the Bank.  Total interest-bearing liabilities as a percent of assets were higher for the

RP® Financial, LC.	VALUATION ANALYSIS
	IV.4

Bank compared to the Peer Group’s ratio, which was attributable to Meetinghouse Bank’s lower capital position.  Following the stock offering, the increase in the Bank’s capital position will reduce the level of interest-bearing liabilities funding the Bank’s assets to a ratio that is more comparable to the Peer Group’s ratio.  Overall, RP Financial concluded that funding liabilities were a slightly positive factor in our adjustment for financial condition.

·Capital.  The Bank currently operates with a lower equity-to-assets ratio than the Peer Group.  However, following the stock offering, Meetinghouse Bank’s pro forma capital position will be more comparable to the Peer Group’s equity-to-assets ratio.  The increase in the Bank’s pro forma capital position will result in greater leverage potential and reduce the level of interest-bearing liabilities utilized to fund assets.  At the same time, the Bank’s more significant capital surplus will likely result in a lower ROE.  On balance, RP Financial concluded that capital strength was a neutral factor in our adjustment for financial condition.

On balance, Meetinghouse Bank’s balance sheet strength was considered to be more favorable than the Peer Group’s and, thus, a slight upward adjustment was applied for the Bank’s financial condition.

2.         Profitability, Growth and Viability of Earnings

Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings.  The major factors considered in the valuation are described below.

·Reported Earnings.  The Bank’s reported earnings were similar to the Peer Group’s on a ROAA basis (0.33% of average assets versus 0.37% for the Peer Group).  The Bank maintained more favorable ratios for net interest income, loan loss provisions, non-interest operating income and net gains, which were offset by the Peer Group’s more favorable ratios for operating expenses and effective tax rate.  Reinvestment of stock proceeds into interest-earning assets will serve to increase the Bank’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans.  The Bank’s reported earnings were largely sustained through mortgage banking gains, which is an ongoing activity for the Bank.  However, at the same time, such gains tend to be subject to greater volatility than other sources of non-interest operating income.  Borrowers refinancing into lower rate loans drove the increase in the Bank’s 1-4 family loan volume for loans that are sold into the secondary market and may not be sustainable going forward.  Accordingly, given the less consistent nature of earnings derived from mortgage banking gains, RP Financial concluded that reported earnings were a slightly negative factor in our adjustment for profitability, growth and viability of earnings.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.5

·Core Earnings.  Net interest income, operating expenses, non-interest operating income and loan loss provisions were reviewed in assessing the relative strengths and weaknesses of the Bank’s and the Peer Group’s core earnings.  In these measures, the Bank operated with a slightly higher net interest margin, a higher operating expense ratio, a slightly higher level of non-interest operating income and lower loan loss provisions.  The Bank’s ratios for net interest income and operating expenses translated into a lower expense coverage ratio in comparison to the Peer Group’s ratio (equal to 0.83x versus 1.11X for the Peer Group).  Likewise, the Bank’s efficiency ratio of 103.3% was less favorable than the Peer Group’s efficiency ratio of 78.2%.  After factoring in loan sale gains, the Bank’s efficiency ratio improved to 87.0%.  Loan loss provisions had a more significant impact on the Peer Group’s earnings.  Overall, these measures, as well as the expected earnings benefits the Bank should realize from the redeployment of stock proceeds into interest-earning assets and leveraging of post-conversion capital, which will be somewhat negated by expenses associated with the stock benefit plans and operating as a publicly-traded company, indicate that the Bank’s pro forma core earnings will be less favorable than the Peer Group’s core earnings.  Therefore, RP Financial concluded that this was a slightly negative factor in our adjustment for profitability, growth and viability of earnings.

·Interest Rate Risk.  Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated a  greater degree of volatility was associated with the Bank’s net interest margin.  Other measures of interest rate risk, such as capital and IEA/IBL ratios were more favorable for the Peer Group, which were partially offset by the Bank’s lower level of non-interest earning assets.  On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/ILB ratios that will be more comparable to the Peer Group ratios, as well as enhance the stability of the Bank’s net interest margin through the reinvestment of stock proceeds into interest-earning assets.  On balance, RP Financial concluded that interest rate risk was a neutral factor in our adjustment for profitability, growth and viability of earnings.

·Credit Risk.  Loan loss provisions were a larger factor in the Peer Group’s earnings (0.24% of average assets versus 0.02% of average assets for the Bank).  In terms of future exposure to credit quality related losses, the Bank maintained a slightly higher concentration of assets in loans, while lending diversification into higher risk types of loans was more significant for the Peer Group.  Credit quality measures for non-performing assets and loss reserves as a percent of non-performing loans were more favorable for the Bank, while the Peer Group maintained higher loss reserves as a percent of loans.  Overall, RP Financial concluded that credit risk was a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

·Earnings Growth Potential.  Several factors were considered in assessing earnings growth potential.  First, the Bank maintained a slightly more favorable interest rate spread than the Peer Group, which would tend to support a stronger net interest margin going forward for the Bank.  At the same time, the Bank’s more favorable interest rate spread was viewed to be somewhat neutralized by the comparatively higher level of cash and cash equivalents maintained on its balance sheet.  Second, the infusion of stock proceeds will provide the Bank with similar earning growth potential through leverage as currently maintained by the Peer Group.  Third, the Bank’s higher ratio of non-interest operating income and the Peer Group’s lower

RP® Financial, LC.	VALUATION ANALYSIS
	IV.6

operating expense ratio were viewed as respective advantages for the Bank and the Peer Group to sustain earnings growth during periods when net interest margins come under pressure as the result of adverse changes in interest rates.  Overall, earnings growth potential was considered to be a neutral factor in our adjustment for profitability, growth and viability of earnings.

·Return on Equity.  Currently, the Bank’s ROE is higher than the Peer Group’s ROE. However, as the result of the significant increase in capital that will be realized from the infusion of net stock proceeds into the Bank’s equity, the Bank’s pro forma return on equity will likely be more consistent with the Peer Group’s return on equity ratio. Accordingly, this was a neutral factor in the adjustment for profitability, growth and viability of earnings.

On balance, Meetinghouse Bank’s pro forma earnings strength was considered to be similar to the Peer Group’s current earnings and, thus, no adjustment was applied for profitability, growth and viability of earnings.

3.         Asset Growth

The Bank recorded asset growth of 5.3%, versus a 2.1% increase in assets recorded by the Peer Group.  An increase in cash and cash equivalents accounted for most of the Bank’s asset growth, which was partially offset by decreases in loans and investments.  Asset growth for the Peer Group consisted of cash and investments, which was partially offset by a decrease in loans.  On a pro forma basis, the Bank’s tangible equity-to-assets ratio will be more comparable to the Peer Group’s tangible equity-to-assets ratio, indicating comparable leverage capacity for the Bank.  On balance, no adjustment was applied for asset growth.

4.         Primary Market Area

The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. Meetinghouse Bank serves the Boston metropolitan area through its sole office location in Dorchester. Operating in a relatively slow growing densely populated market area provides the Bank with growth opportunities, but such growth must be achieved in a highly competitive market environment.  The Bank competes against significantly larger institutions that provide a larger array of services and have significantly larger branch networks than maintained by Meetinghouse Bank.  The competitiveness of the market area is highlighted by the Bank’s very low market share of deposits in Suffolk County.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.7

The Peer Group companies generally operate in markets with similarly sized populations as Suffolk County.  Population growth for the primary market area counties served by the Peer Group companies reflected a wide range of growth rates, but overall population growth rates in the markets served by the Peer Group companies were in general less than Suffolk County’s historical and projected population growth rates.  Suffolk County’s per capita income was fairly consistent with Peer Group’s per capita income measure; although, the Peer Group’s primary market area counties were relatively more affluent markets within their respective states compared to Suffolk County which had a lower per capita income compared to Massachusetts’ per capita income.  The average and median deposit market shares maintained by the Peer Group companies were well above the Bank’s nominal market share of deposits in Suffolk County.  Overall, the degree of competition faced by the Peer Group companies was viewed to be similar as faced by the Bank, while the growth potential in the markets served by the Peer Group companies was for the most part viewed to be not quite as strong as the growth potential for the Bank’s primary market area.  Summary demographic and deposit market share data for the Bank and the Peer Group companies is provided in Exhibit III-5.  As shown in Table 4.1, the average unemployment rate for the primary market area counties served by the Peer Group companies was slightly above the unemployment rate reflected for Suffolk County.  On balance, we concluded that a slight upward adjustment was appropriate for the Bank’s market area.

Table 4.1
Market Area Unemployment Rates
Meetinghouse Bank and the Peer Group Companies(1)

		December 2011
	County	Unemployment
Meetinghouse Bank - MA	Suffolk	6.2	%
Peer Group Average		7.2	%
Alliance Bancorp, Inc. – PA	Delaware	7.2	%
Chicopee Bancorp, Inc. – MA	Hampden	8.2
FedFirst Financial Corp. – PA	Westmoreland	6.8
Hampden Bancorp, Inc. – MA	Hampden	8.2
Mayflower Bancorp, Inc. – MA	Plymouth	6.9
Newport Bancorp, Inc. - RI	Newport	10.8
OBA Financial Services, Inc. – MD	Montgomery	4.8
Peoples Federal Bancshares, Inc. – MA	Suffolk	6.2

RP® Financial, LC.	VALUATION ANALYSIS
	IV.8

Table 4.1 (continued)
Market Area Unemployment Rates
Meetinghouse Bank and the Peer Group Companies(1)

		December 2011
	County	Unemployment
Standard Financial Corp. - PA	Allegheny	6.2
WVS Financial Corp. – PA	Allegheny	6.2

(1)  Unemployment rates are not seasonally adjusted.

Source:  U.S. Bureau of Labor Statistics.

5.         Dividends

At this time the Bank has not established a dividend policy.  Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.

Six out of the eleven Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.86% to 3.02%.  The average dividend yield on the stocks of the Peer Group institutions equaled 0.99% as of February 17, 2012.  As of February 17, 2012, approximately 65% of all fully-converted publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average yield of 1.72%.  The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

While the Bank has not established a definitive dividend policy prior to converting, the Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization.  On balance, we concluded that no adjustment was warranted for this factor.

6.         Liquidity of the Shares

The Peer Group is by definition composed of companies that are traded in the public markets. All eleven 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

RP® Financial, LC.	VALUATION ANALYSIS
	IV.9

there will be in a particular stock.  The market capitalization of the Peer Group companies ranged from $16.4 million to $107.4 million as of February 17, 2012, with average and median market values of $56.3 million and $57.3 million, respectively.  The shares issued and outstanding of the Peer Group companies ranged from 2.1 million to 6.8 million, with average and median shares outstanding of 4.2 million and 3.9 million, respectively.  The Bank’s stock offering is expected to have a pro forma market value and shares outstanding that will be well below the Peer Group’s averages and medians indicated for market value and shares outstanding, as well as below the bottom of the range of market values and shares outstanding indicated for the Peer Group companies.  It is anticipated that the Bank’s stock will be quoted on the OTC Bulletin Board following the stock offering, which generally suggests lower liquidity compared to a stock listed on NASDAQ or an exchange.  Overall, we anticipate that the Bank’s public stock will have a less liquid trading market compared to the stocks of the  Peer Group companies and, therefore, concluded a moderate downward adjustment was necessary for this factor.

7.         Marketing of the Issue

We believe that three separate markets exist for thrift stocks, including those coming to market such as Meetinghouse Bank:  (1) the after-market for public companies, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis without the benefit of prior operations as a fully-converted publicly-held company and stock trading history;  and (3) the acquisition market for thrift franchises in Massachusetts.  All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.

A.         The Public Market

The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations.  Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts.  In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general.  Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks.  Exhibit IV-3 displays historical stock price indices for thrifts only.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.10

In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed in recent quarters.  The rally in the broader stock market continued at the start of the third quarter of 2011, as the Dow Jones Industrial Average (“DJIA”) approached a new high for 2011 amid indications the U.S. economy may be regaining momentum following a surprising jump in June manufacturing activity.  Stocks reversed course following the disappointing employment report for June, which raised fresh doubts about the strength of the U.S. economy.  Deepening concerns about the euro-zone debt crisis and the fiscal and economic woes of the U.S. further depressed stocks heading into mid-July.  Volatility was evident in the broader stock market heading into the second half of July, as investors weighed generally favorable second earnings reports against threatened debt defaults in the U.S. and Europe.  Stocks closed out July posting their biggest weekly drop in over a year on continuing debt-ceiling worries.  Signs of a weakening global economy accelerated the sell-off in the broader stock market at the beginning of August.  The downgrade of the U.S.’s credit rating sparked a global selloff on August 8th, pushing the DJIA to its sharpest one-day decline since the financial crisis in 2008.  Stocks rebounded the following day on hopes that the Federal Reserve would take some action to avert a meltdown in the financial markets.  Significant volatility continued to prevail in the stock market throughout the week, with the DJIA swinging higher or lower by over 400 points for four consecutive trading days.  Stocks concluded the volatile week closing higher, which was supported by a favorable report for July retail sales.  Volatility continued to prevail in the broader stock market through the second half of August 2011, reflecting uncertainty related to the European debt crisis, the U.S. economy and the possibility of the Federal Reserve taking further action to help boost the economy.  A dismal employment report for August pulled stocks lower in early-September, as no jobs were added in August and the unemployment rate remained at 9.1%.  Stocks rallied on news of a shakeup in Bank of America’s top management, which was followed by a sharp downturn attributed to rising fears about Europe’s debt crisis following the resignation of the top German official at the European Central Bank.  Doubts about President Obama’s stimulus proposal to revive the U.S. economy factored into the negative investor sentiment as well.  Stocks rebounded in mid-September, as an agreement for central banks to provide liquidity to the European banking system boosted investor confidence.  Following the Federal Reserve’s gloomy assessment of the economy at the conclusion of its two-day meeting, stocks tumbled heading into the end of the third quarter.  Bank stocks were particularly weak, based on concerns that the Federal Reserve’s plans to reduce long-term yields would result in tighter spreads for financial

RP® Financial, LC.	VALUATION ANALYSIS
	IV.11

institutions.  Market volatility was particularly evident at the close of the third quarter, reflecting investor uncertainty about the European-sovereign debt crisis, a U.S. economy showing signs of falling back into a recession and signs that China’s economy was slowing down.  Overall, the DJIA was down 12% in the third quarter, which was its largest percentage decline since the first quarter of 2009.

At the start of the fourth quarter of 2011, day-to-day fluctuations in the broader stock market continued to be dominated by news regarding Europe’s sovereign-debt problems.  The S&P 500-stock index briefly moved into bear-market territory on fears of a European debt default, which was followed by a strong rebound after the leaders of France and Germany promised to strengthen European banks.  A positive report on September U.S retail sales and more signs of progress in Europe’s sovereign-debt crisis helped to push the DJIA into positive territory in mid-October.  Mixed third quarter earnings reports and ongoing euro-zone concerns provided for more volatility in the broader stock market through the end of October.  Overall, the DJIA was up 9.5% for October, which was its best one-month performance in nine years.  The broader stock market continued to perform unevenly throughout November, as investors reacted to ongoing developments concerning Europe’s sovereign debt and mixed economic data.  Notably, the DJIA turned in its worst Thanksgiving week performance since the market began observing the holiday, as Europe’s debt problems and lackluster economic data weighed on the broader stock market.  Comparatively, stocks rallied strongly to close out November and into early-December, which was supported by news that major central banks agreed to act together to make it less costly for European banks to borrow U.S. dollars and a better-than-expected U.S. employment report for November.  Stocks traded unevenly heading into mid-December, as investors reacted to the latest developments concerning Europe’s ability to tackle its debt crisis.  Encouraging news coming out of Europe and  some reports showing a pick-up in U.S. economic activity supported a positive trend in the broader stock  market to close out 2011.  For all of 2011, the DJIA ended 2011 with a gain of 5.5% and the NASDAQ Composite was down 1.8% for the year.  Over the course of 2011, the S&P 500 had been up as much as 8.4% in late-April and down nearly 13% in early-October.  For all of 2011, the S&P 500 was essentially unchanged.

More signs of an improving U.S. economy sustained a generally positive trend in the broader stock market at the start of 2012.  Major stock indexes moved to six-month highs in mid-January, as investors responded to encouraging jobs data and solid fourth quarter earnings posted by some large banks.  Disappointing economic data, including weaker than expected

RP® Financial, LC.	VALUATION ANALYSIS
	V.12

new home sales in December and fourth quarter GDP growth falling short of expectations, contributed to the DJIA posting its first weekly loss of 2012 in late-January.  Notwithstanding the downward trend in late-January, gains in the major stock indexes for January were the largest in fifteen years.  A strong jobs report for January helped stocks regain some traction in early-February, with the DJIA moving to its highest close since May 2008.  The DJIA posted its sharpest one day decline for 2012 heading into mid-February, which was attributable to renewed fears of a Greek default and disappointing readings on the U.S. economy.  Signs of an accelerating U.S. economic recovery and indications of progress toward an agreement on a bailout for Greece propelled the DJIA to a 52-week high in mid-February.  On February 17, 2012, the DJIA closed at 12949.87, an increase of 4.5% from one year ago and an increase of 6.0% year-to-date, and the NASDAQ closed at 2951.78, an increase of 4.2% from one year ago and an increase of 13.3% year-to-date.  The Standard & Poor’s 500 Index closed at 1361.23 on February 17, 2012, an increase of 1.4% from one year ago and an increase of 8.2% year-to-date.

The market for thrift stocks has been somewhat volatile as well in recent quarters, but in general underperformed the broader stock market.  The thrift sector paralleled trends in the boarder stock market at start of the third quarter of 2011, initially rallying on upbeat economic data showing an unexpected increase in June manufacturing activity followed by a pullback on the disappointing employment for June.  Second quarter earnings reports for thrifts were generally better compared to the year ago period, which along with U.S. debt worries, provided for a narrow trading range for thrift stocks through mid-July.  Thrift stocks followed the broader market lower in-late July, which was largely related to the ongoing debt stalemate in Washington.  Financial stocks plunged following the downgrade of the U.S.’s credit rating, as fears about the health of the U.S. banking system returned to the market.  The volatility that prevailed in the broader stock market during the week that followed the downgrade of U.S. debt was particularly evident in the financial sector, with thrift stocks underperforming the broader stock market.  Notably, thrift stocks diverged from the broader stock market at the end of the week, as a weak reading for consumer sentiment pressured thrift stocks lower.  Consistent with the broader stock market, thrift stocks traded unevenly during the second half of August.   Following a late-August rebound, the weak employment numbers for August pushed thrift stocks lower in early-September.  Financial stocks led a one-day rally in the broader stock market on news of Bank of America’s changes to top management, which was followed by a selloff heading into mid-September on worries about the U.S. economy and the debt crisis in Europe.

RP® Financial, LC.	VALUATION ANALYSIS
	V.13

Financial stocks were among the primary beneficiaries of a more optimistic outlook for the debt crisis in Europe, as bank and thrift stocks experienced a week-long rally in mid-September.  Comparatively, financial stocks led the market sharply lower going into final weeks of the third quarter, as investors responded to the Federal Reserve’s announcement of “Operation Twist”, a program intended to put downward pressure on longer-term interest rates and, thereby, increase an institution’s exposure to net interest margin compression.

Bank and thrift stocks led a sharp market downturn to start out the fourth quarter of 2011, as investors were unsettled when Greece’s government indicated that it would miss its deficit target in 2011.  Indications that European policymakers were moving forward with plans to stabilize Europe’s banks and resolve Europe’s debt crisis pushed bank and thrift stocks and the broader market higher heading into mid-October.  Thrift stocks underperformed the broader stock market in mid-October, as third quarter earnings reports for some of the nation’s largest banks showed decreases in revenues.  Shares of financial stocks rallied in late-October, as European leaders hashed out an eleventh hour agreement to address the fallout from Greece’s debt woes.  Volatility prevailed in bank and thrift stocks through most of November, which was largely tied to changes in sentiment over resolution of Europe’s sovereign debt problems.  Thrift stocks traded lower along with the broader stock market Thanksgiving week and more than recovered those losses the following week, as financial shares were the strongest gainers on news about a coordinated plan by major central banks to cut short-term borrowings rates and U.S. employment growth picked up speed in November.  Thrift stocks were largely trendless heading into mid-December, as investors reacted to generally positive economic data and the conclusion of the European summit.  A strong report on housing starts in November and Spain’s second successful debt auction boosted financials along with the broader stock market in late-December.  Thrift stocks closed out 2011 generally trending higher, as financials benefitted from economic reports showing a brightening picture for the U.S. economy.  For 2011 overall, the SNL Index for all publicly-traded thrifts showed a decline of 18.7%.

Some more encouraging news on the economy helped to sustain the advance in thrift stocks at the beginning of 2012.  Bank and thrift stocks did not keep pace with the broader stock market heading into the second half of January, as financials traded in a narrow range on mixed fourth quarter earnings reports coming out of the sector.  Financial stocks led the broader market lower in late-January, as investors focused on the standoff between Greece and its creditors and Goldman Sachs cut its rating on Bank of America.  The better-than-expected employment report for January boosted thrift stocks in early-February, which was followed by a

RP® Financial, LC.	VALUATION ANALYSIS
	IV.14

slight pullback on some profit taking and renewed concerns about the Greek bailout.  Bank and thrift stocks advanced in mid-February on increased optimism that Greece was close to getting approval of its bailout package.  On February 17, 2012, the SNL Index for all publicly-traded thrifts closed at 513.1, a decrease of 15.3% from one year ago and an increase of 6.6% year-to-date.

B.         The New Issue Market

In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value.  The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically:  (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio 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.

As shown in Table 4.2, two standard conversions and one second-step conversion have been completed during the past three months.  The standard conversion offerings are considered to be more relevant for Meetinghouse Bank’s’ pro forma pricing.  The average closing pro forma price/tangible book ratio of the two recent standard conversion offerings equaled 53.8%.  On average, the two standard conversion offerings reflected price appreciation of 16.3% after the first week of trading.  As of February 17, 2012, the two recent standard conversion offerings reflected a 26.1% increase in price on average.

Shown in Table 4.3 are the current pricing ratios for the two fully-converted offerings completed during the past three months that trade on NASDAQ or an Exchange.  The current P/TB ratio of the fully-converted recent conversions equaled 74.35%, based on closing stock prices as of February 17, 2012.  Comparatively, the current P/TB ratio of West Indiana

RP® Financial, LC. Valuation Analysis IV.15

Table 4.2

Pricing Characteristics and After-Market Trends

Recent Conversions Completed in Last 3 Months

Institutional Information			Pre-Conversion Data				Offering Information				Contribution to		Insider Purchases
			Financial Info.		Asset Quality						Char.  Found.		% Off Incl. Fdn.+Merger Shares
							Excluding Foundation					% of	Benefit Plans				Initial
	Conversion			Equity/	NPAs/	Res.	Gross	%	% of	Exp./		Public Off.		Recog.	Stk	Mgmt.&	Div.
Institution	Date	Ticker	Assets	Assets	Assets	Cov.	Proc.	Offer	Mid.	Proc.	Form	Excl. Fdn.	ESOP	Plans	Option	Dirs.	Yield
			($Mil)	(%)	(%)	(%)	($Mil.)	(%)	(%)	(%)		(%)	(%)	(%)	(%)	(%)(2)	(%)
Standard Conversions
Wellesley Bancorp, Inc. - MA*(1)	1/26/12	WEBK-NASDAQ	$     274	8.07%	1.00%	118%	$     22.5	100%	94%	5.5%	C/S	$225K/6.5%	8.0%	4.0%	10.0%	11.1%	0.00%
West Indiana Bancshares, Inc. - IN*(1)	1/11/12	WEIN-OTC-BB	$     225	7.94%	1.46%	76%	$     13.6	100%	85%	9.2%	C/S	$125K/2.7%	8.0%	4.0%	10.0%	5.2%	0.00%
Averages - Standard Conversions:			$     250	8.01%	1.23%	97%	$     18.1	100%	89%	7.3%	N.A.	N.A.	8.0%	4.0%	10.0%	8.2%	0.00%
Medians - Standard Conversions:			$     250	8.01%	1.23%	97%	$     18.1	100%	89%	7.3%	N.A.	N.A.	8.0%	4.0%	10.0%	8.2%	0.00%
Second Step Conversions
Cheviot Financial Corp., - OH*	1/18/12	CHEV-NASDAQ	$     601	12.02%	2.74%	0%	$     37.4	62%	121%	6.7%	N.A.	N.A.	4.0%	4.0%	10.0%	1.9%	0.00%
Averages - Second Step Conversions:			$     601	12.02%	2.74%	0%	$     37.4	62%	121%	6.7%	N.A.	N.A.	4.0%	4.0%	10.0%	1.9%	0.00%
Medians - Second Step Conversions:			$     601	12.02%	2.74%	0%	$     37.4	62%	121%	6.7%	N.A.	N.A.	4.0%	4.0%	10.0%	1.9%	0.00%
Mutual Holding Companies(6)
Averages - All Conversions:			$     425	10.01%	1.99%	49%	$     27.7	81%	105%	7.0%	N.A.	N.A.	6.0%	4.0%	10.0%	5.0%	0.00%
Medians - All Conversions:			$     425	10.01%	1.99%	49%	$     27.7	81%	105%	7.0%	N.A.	N.A.	6.0%	4.0%	10.0%	5.0%	0.00%

Institutional Information			Pro Forma Data							Post-IPO Pricing Trends
			Pricing Ratios(3)(6)			Financial Charac.				Closing Price:
										First		After		After
	Conversion			Core		Core		Core	IPO	Trading	%	First	%	First	%	Thru	%
Institution	Date	Ticker	P/TB	P/E	P/A	ROA	TE/A	ROE	Price	Day	Chge	Week(4)	Chge	Month(5)	Chge	2/17/12	Chge
			(%)	(x)	(%)	(%)	(%)	(%)	($)	($)	(%)	($)	(%)	($)	(%)	($)	(%)
Standard Conversions
Wellesley Bancorp, Inc. - MA*(1)	1/26/12	WEBK-NASDAQ	58.7%	12.8x	8.2%	0.6%	14.0%	4.6%	$10.00	$12.00	20.0%	$12.10	21.0%	$12.67	26.7%	$12.67	26.7%
West Indiana Bancshares, Inc. - IN*(1)	1/11/12	WEIN-OTC-BB	48.9%	105.3x	5.9%	0.1%	12.1%	0.5%	$10.00	$11.26	12.6%	$11.15	11.5%	$12.00	20.0%	$12.55	25.5%
Averages - Standard Conversions:			53.8%	59.0x	7.1%	0.4%	13.1%	2.5%	$10.00	$11.63	16.3%	$11.63	16.3%	$12.34	23.4%	$12.61	26.1%
Medians - Standard Conversions:			53.8%	59.0x	7.1%	0.4%	13.1%	2.5%	$10.00	$11.63	16.3%	$11.63	16.3%	$12.34	23.4%	$12.61	26.1%
Second Step Conversions
Cheviot Financial Corp., - OH*	1/18/12	CHEV-NASDAQ	65.6%	23.74	9.6%	0.4%	14.9%	2.5%	$8.00	$8.25	3.1%	$8.21	2.6%	$8.28	3.5%	$8.28	3.5%
Averages - Second Step Conversions:			65.6%	23.7x	9.6%	0.4%	14.9%	2.5%	$8.00	$8.25	3.1%	$8.21	2.6%	$8.28	3.5%	$8.28	3.5%
Medians - Second Step Conversions:			65.6%	23.7x	9.6%	0.4%	14.9%	2.5%	$8.00	$8.25	3.1%	$8.21	2.6%	$8.28	3.5%	$8.28	3.5%
Mutual Holding Companies(6)
Averages - All Conversions:			59.7%	41.4x	8.3%	0.4%	14.0%	2.5%	$9.00	$9.94	9.7%	$9.92	9.4%	$10.31	13.4%	$10.45	14.8%
Medians - All Conversions:			59.7%	41.4x	8.3%	0.4%	14.0%	2.5%	$9.00	$9.94	9.7%	$9.92	9.4%	$10.31	13.4%	$10.45	14.8%
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.			(5)  Latest price if offering is more than one week but less than one month old.								(9) Former credit union.
(2)  As a percent of MHC offering for MHC transactions.			(6)  Mutual holding company pro forma data on full conversion basis.
(3)  Does not take into account the adoption of SOP 93-6.			(7)  Simultaneously completed acquisition of another financial institution.
(4)  Latest price if offering is less than one week old.			(8)  Simultaneously converted to a commercial bank charter.								February 17, 2012

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	IV.16

Table 4.3

Market Pricing Comparatives

Prices As of February 17, 2012

	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	$11.74	$278.12	$0.15	$13.84	19.60x	85.02%	10.69%	91.83%	19.60x	$0.22	1.76%	25.92%	$2,584	12.04%	11.41%	3.43%	0.22%	1.49%	0.13%	0.47%
Converted Last 3 Months (no MHC)	$12.67	$30.50	$0.78	$17.04	16.24x	74.35%	10.40%	74.35%	16.24x	$0.00	0.00%	0.00%	$293	13.99%	13.99%	1.40%	0.64%	NM	0.64%	NM
Converted Last 3 Months (no MHC)
CHEVD   Cheviot Financial Corp. of OH (7)	$8.28	$62.90	$0.34	$13.70	24.35x	60.44%	9.95%	67.87%	24.35x	$0.56	6.76%	NM	$632	16.46%	14.65%	3.86%	0.41%	4.22%	0.41%	4.22%
WEBK     Wellesley Bancorp, Inc. of MA	$12.67	$30.50	$0.78	$17.04	16.24x	74.35%	10.40%	74.35%	16.24x	$0.00	0.00%	0.00%	$293	13.99%	13.99%	1.40%	0.64%	NM	0.64%	NM

(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) 2012 by RP® Financial, LC.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.17

Bancshares, which is a recent standard conversion quoted on the OTC Bulletin Board, equaled 61.4%.

C.        The Acquisition Market

Also considered in the valuation was the potential impact on Meetinghouse Bank’s stock price of recently completed and pending acquisitions of other thrift institutions operating in Massachusetts.  As shown in Exhibit IV-4, there were nine Massachusetts thrift acquisitions completed from the beginning of 2009 through February 17, 2012, and there was one acquisition pending for a Massachusetts savings institution.  The recent acquisition activity involving Massachusetts savings institutions may imply a certain degree of acquisition speculation for the Bank’s stock.  To the extent that acquisition speculation may impact the Bank’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 Bank’s market and, thus, are subject to the same type of acquisition speculation that may influence Meetinghouse Bank’s’ stock.  However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in Meetinghouse Bank’s stock would tend to be less compared to the stocks of the Peer Group companies.

*  *  *  *  *  *  *  *  *  *  *

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

Meetinghouse Bank’s management team appears to have experience and expertise in all of the key areas of the Bank’s operations.  Exhibit IV-5 provides summary resumes of Meetinghouse Bank’s Board of Directors and senior management.  While the Bank does not have the resources to develop a great deal of management depth, given its asset size and the impact it would have on operating expenses, management and the Board have been effective in implementing an operating strategy that can be well managed by the Bank’s present

RP® Financial, LC.	VALUATION ANALYSIS
	IV.18

organizational structure.  Meetinghouse Bank currently does not have any executive management positions that are vacant.

Similarly, the returns, equity 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, FDIC insured institution, Meetinghouse Bank 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 Meetinghouse Bank’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 Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:

Key Valuation Parameters:	Valuation Adjustment
Financial Condition	Slight Upward
Profitability, Growth and Viability of Earnings	No Adjustment
Asset Growth	No Adjustment
Primary Market Area	Slight Upward
Dividends	No Adjustment
Liquidity of the Shares	Moderate Downward
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 originally promulgated by the OTS and adopted by the other federal regulatory agencies and state banking agencies, i.e., the pro forma market value approach, we considered the three key pricing ratios in valuing the Bank’s to-be-issued stock – price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches –

RP® Financial, LC.	VALUATION ANALYSIS
	IV.19

all performed on a pro forma basis including the effects of the stock proceeds.  In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Bank’s prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions and expenses (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.

RP Financial’s valuation placed an emphasis on the following:

·P/E Approach.  The P/E approach is generally the best indicator of long-term value for a stock.  Given the similarities between the Bank’s and the Peer Group’s operating strategies, earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation.  At the same time, since reported earnings may included certain non-recurring items, we also reviewed reported earnings for adjustments to arrive at core earnings estimates for the Bank and the Peer Group and resulting price/core earnings ratios.

·P/B Approach.  P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds.  RP Financial considered the P/B approach to be a useful indicator of pro forma value, taking into account the pricing ratios under the P/E and P/A approaches.  We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach.

·P/A Approach.  P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings.  Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio.  At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low.

The Bank will adopt Statement of Position (“SOP”) 93-6, which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares.  For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted.  However, we did consider the impact of the adoption of SOP 93-6 in the valuation.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.20

Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above and the dilutive impact of the stock contribution to the Foundation, RP Financial concluded that, as of February 17, 2012, the pro forma market value of Meetinghouse Bank’s conversion stock was $5,000,000 at the midpoint, equal to 500,000 shares at $10.00 per share.

1.         Price-to-Earnings (“P/E”).  The application of the P/E valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/E multiple to the pro forma earnings base.  In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds.  The Bank’s reported earnings equaled $214,000 for the twelve months ended December 31, 2011.  In deriving Meetinghouse Bank’s core earnings, the Bank’s reported earnings were viewed to be representative of its core earnings and, thus, no adjustments were made to reported earnings in deriving core earnings.  Exhibit IV-9 shows the adjustments applied to the Peer Group’s earnings for calculating their core earnings.

Based on the Bank’s reported and estimated core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Bank’s pro forma reported and core P/E multiples at the $5.0 million midpoint value both equaled 34.39 times, which provided for premiums of 57.97% and 49.00% relative to the Peer Group’s average reported and core P/E multiples of 21.77 times and 23.08 times, respectively (see Table 4.4).  In comparison to the Peer Group’s median reported and core earnings multiples which equaled 16.84 times and 18.49 times, respectively, the Bank’s pro forma reported and core P/E multiples at the midpoint value indicated premiums of 104.22% and 85.99%, respectively.  At the top of the super range, the Bank’s reported and core P/E multiples both equaled 53.11 times.  In comparison to the Peer Group’s average reported and core P/E multiples, the Bank’s P/E multiples at the top of the super range reflected premiums of 143.96% and 130.11%, respectively.  In comparison to the Peer Group’s median reported and core P/E multiples, the Bank’s P/E multiples at the top of the super range reflected premiums of 215.38% and 187.24%, respectively.

2.         Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio, to the Bank’s pro forma book value.  Based on the $5.0 million midpoint valuation, the Bank’s pro forma P/B and P/TB ratios both equaled 56.34%.  In

RP® Financial, LC.	Valuation Analysis
	IV.21

Table 4.4

Public Market Pricing

Meetinghouse Bank and the Comparables

As of February 17, 2012

		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
		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)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
Meetinghouse Bank
Superrange		$10.00	$6.61	$0.19	$15.56	53.11x	64.27%	8.97%	64.27%	53.11x	$0.00	0.00%	0.00%	$74	13.96%	13.96%	0.71%	0.17%	1.21%	0.17%	1.21	%
Maximum		$10.00	$5.75	$0.24	$16.58	42.38x	60.31%	7.88%	60.31%	42.38x	$0.00	0.00%	0.00%	$73	13.07%	13.07%	0.72%	0.19%	1.42%	0.19%	1.42	%
Midpoint		$10.00	$5.00	$0.29	$17.75	34.39x	56.34%	6.92%	56.34%	34.39x	$0.00	0.00%	0.00%	$72	12.27%	12.27%	0.72%	0.20%	1.64%	0.20%	1.64	%
Minimum		$10.00	$4.25	$0.36	$19.32	27.40x	51.76%	5.93%	51.76%	27.40x	$0.00	0.00%	0.00%	$72	11.46%	11.46%	0.73%	0.22%	1.89%	0.22%	1.89	%
All Non-MHC Public Companies (7)
Averages		$12.36	$307.80	$0.13	$14.92	19.16x	80.31%	9.89%	86.89%	19.54x	$0.22	1.72%	26.47%	$2,708	11.78%	11.16%	3.40%	0.19%	1.16%	0.09%	0.09	%
Medians		$11.73	$68.14	$0.33	$14.18	16.95x	77.92%	9.04%	80.12%	17.54x	$0.16	1.29%	0.00%	$920	11.59%	10.80%	2.37%	0.44%	3.41%	0.34%	2.73	%
All Non-MHC State of MA(7)
Averages		$16.96	$174.87	$0.86	$17.12	23.11x	95.01%	13.23%	101.97%	22.39x	$0.27	1.58%	26.72%	$1,227	11.41%	10.80%	1.40%	0.52%	4.42%	0.50%	4.36	%
Medians		$13.53	$107.12	$0.43	$15.15	21.20x	90.11%	13.35%	93.27%	18.74x	$0.22	1.58%	17.64%	$623	14.37%	13.96%	1.15%	0.52%	3.15%	0.49%	3.32	%
Comparable Group Averages
Averages		$12.74	$56.30	$0.40	$16.26	21.77x	78.65%	12.35%	79.76%	23.08x	$0.11	0.99%	17.84%	$431	15.60%	15.39%	1.57%	0.37%	2.69%	0.37%	2.57	%
Medians		$13.44	$57.28	$0.36	$15.59	16.84x	76.81%	12.91%	79.08%	18.49x	$0.14	0.99%	9.48%	$446	16.32%	15.66%	1.16%	0.29%	2.10%	0.29%	2.05	%
Comparable Group
ALLB	Alliance Bancorp, Inc. of PA	$11.35	$62.13	$0.21	$15.34	NM	73.99%	13.51%	73.99%	NM	$0.20	1.76%	NM	$460	18.25%	18.25%	3.71%	0.25%	1.63%	0.25%	1.63	%
CBNK	Chicopee Bancorp, Inc. of MA	$14.39	$82.54	$0.18	$15.83	NM	90.90%	13.39%	90.90%	NM	$0.00	0.00%	0.00%	$616	14.73%	14.73%	1.15%	0.19%	1.20%	0.18%	1.13	%
FFCO	FedFirst Financial Corp. of PA	$14.00	$41.86	$0.30	$19.96	NM	70.14%	12.23%	71.65%	NM	$0.12	0.86%	NM	$342	17.44%	17.14%	1.03%	0.14%	0.80%	0.26%	1.51	%
HBNK	Hampden Bancorp, Inc. of MA	$12.38	$75.57	$0.22	$14.15	NM	87.49%	13.30%	87.49%	NM	$0.16	1.29%	64.00%	$568	15.20%	15.20%	2.98%	0.27%	1.67%	0.24%	1.47	%
MFLR	Mayflower Bancorp, Inc. of MA	$7.95	$16.40	$0.43	$10.62	12.82x	74.86%	6.62%	74.86%	18.49x	$0.24	3.02%	38.71%	$248	8.84%	8.84%	0.37%	0.52%	5.97%	0.36%	4.14	%
NFSB	Newport Bancorp, Inc. of RI	$12.88	$45.16	$0.41	$14.73	31.41x	87.44%	9.95%	87.44%	31.41x	$0.00	0.00%	0.00%	$454	11.38%	11.38%	0.42%	0.32%	2.83%	0.32%	2.83	%
OBAF	OBA Financial Serv. Inc. of MD	$14.20	$59.80	$0.13	$18.03	NM	78.76%	15.65%	78.76%	NM	$0.00	0.00%	0.00%	$382	19.87%	19.87%	2.58%	0.13%	0.64%	0.15%	0.69	%
PEOP	Peoples Fed. Bancshares Inc. of MA	$15.75	$107.37	$0.42	$16.80	36.63x	93.75%	19.43%	93.75%	37.50x	$0.00	0.00%	0.00%	$553	20.72%	20.72%	1.66%	0.54%	2.53%	0.53%	2.47	%
STND	Standard Financial Corp. of PA	$16.00	$54.77	$0.92	$22.90	16.84x	69.87%	12.52%	79.40%	17.39x	$0.18	1.13%	18.95%	$437	17.93%	16.12%	1.17%	0.75%	4.23%	0.72%	4.09	%
WVFC	WVS Financial Corp. of PA	$8.47	$17.43	$0.80	$14.28	11.14x	59.31%	6.88%	59.31%	10.59x	$0.16	1.89%	21.05%	$254	11.59%	11.59%	0.67%	0.64%	5.44%	0.67%	5.73	%

(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.

(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 table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2012 by RP® Financial, LC.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.22

comparison to the average P/B and P/TB ratios for the Peer Group of 78.65% and 79.76%, the Bank’s ratios reflected a discount of 28.37% on a P/B basis and a discount of 29.36% on a P/TB basis.  In comparison to the Peer Group’s median P/B and P/TB ratios which equaled 76.81% and 79.08%, the Bank’s pro forma P/B and P/TB ratios at the midpoint value reflected a discount of 26.65% on a P/B basis and a discount of 28.76% on a P/TB basis.  At the top of the super range, the Bank’s P/B and P/TB ratios both equaled 64.27%.  In comparison to the Peer Group’s average P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflected discounts of 18.28% and 19.42%, respectively.  In comparison to the Peer Group’s median P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflected a discount of 16.33% on a P/B basis and a discount of 18.73% on a P/TB basis.  RP Financial considered the discounts under the P/B approach to be reasonable, given the nature of the calculation of the P/B ratio which mathematically results in a ratio discounted to book value.  The discounts reflected under the P/B approach were also supported by the premiums reflected in the Bank’s P/E multiples.

3.         Price-to-Assets (“P/A”).  The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Bank’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases.  In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein.  At the $5.0 million midpoint of the valuation range, the Bank’s value equaled 6.92% of pro forma assets.  Comparatively, the Peer Group companies exhibited an average P/A ratio of 12.35%, which implies a discount of 43.97% has been applied to the Bank’s pro forma P/A ratio.  In comparison to the Peer Group’s median P/A ratio of 12.91%, the Bank’s pro forma P/A ratio at the midpoint value reflects a discount of 46.40%.

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 cannot 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).  As discussed previously, two standard conversion offerings were completed during the past three months.  In comparison

RP® Financial, LC.	VALUATION ANALYSIS
	IV.23

to the 53.80% average closing forma P/TB ratio of the two recent standard conversions, the Bank’s ratio of 56.34% at the midpoint value reflects an implied premium of 4.72%.  At the top of the super range, the Bank’s P/TB ratio of 64.27% reflects an implied premium of 19.46% relative to the recent standard conversions average P/TB ratio at closing.  The current P/TB ratio of the only recent standard conversion that is publicly-traded equaled 74.35%, based on closing stock prices as of February 17, 2012.  In comparison to the current P/TB ratio of the recent publicly-traded standard conversion, the Bank’s P/TB ratio at the midpoint value reflects an implied discount of 31.97% and at the top of the super range reflects an implied discount of 13.56%.  The implied discounts relative to the recent publicly-traded standard conversion takes into consideration that the Bank’s stock will be quoted on the OTC Bulletin Board rather than publicly-traded on the NASDAQ.

Valuation Conclusion

Based on the foregoing, it is our opinion that, as of February 17, 2012, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $5.0 million at the midpoint, equal to 500,000 shares offered at a per share value of $10.00.  Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $4,250,000 and a maximum value of $5,750,000.  Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 425,000 at the minimum and 575,000 at the maximum.  In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super range value of $6,612,500 without a resolicitation.  Based on the $10.00 per share offering price, the super range value would result in total shares outstanding of 661,250.  The pro forma valuation calculations relative to the Peer Group are shown in Table 4.4 and are detailed in Exhibit IV-7 and Exhibit IV-8.

RP® Financial, LC. VALUATION ANALYSIS

EXHIBITS

NUMERICAL EXHIBITS OMITTED IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.

EX-99.2

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Exhibit 99.2

Meetinghouse Bancorp Logo

Proposed Holding Company for
Meetinghouse Bank

Questions and Answers
About Our Conversion
and Stock Offering

The shares of common stock being offered are not deposits or savings accounts and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

This pamphlet answers questions about the Meetinghouse Bank conversion and the Meetinghouse Bancorp stock offering. Investing in shares of common stock involves certain risks. For a discussion of these risks and other factors, including a detailed description of the offering, investors are urged to read the accompanying prospectus, especially the discussion under the heading "Risk Factors."

GENERAL – THE CONVERSION

Our Board of Directors has determined that the conversion is in the best interests of Meetinghouse Bank, our customers and the communities we serve.

Q.

What is the conversion?

A.

Under the Plan of Conversion (the "plan"), Meetinghouse Bank is converting from the mutual to stock form of organization. As a result of the conversion, Meetinghouse Bank will be the wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc.

After the conversion is completed, 100% of the common stock of Meetinghouse Bancorp, Inc. will be owned by public stockholders.

Q.

Why is Meetinghouse Bank converting to the stock form of organization?

A.

The conversion to the stock holding company form of organization will enable Meetinghouse Bank to access capital through the sale of common stock by Meetinghouse Bancorp, Inc. This additional capital will provide us with the flexibility to support internal growth through increased lending in the communities we serve, support new products and services, support future branching activities and/or the acquisition of financial services companies as opportunities arise, implement more flexible capital management strategies and to retain and attract qualified personnel.

Q.

What effect will the conversion have on existing deposit and loan accounts and customer relationships?

A.

The conversion will have no effect on existing deposit or loan accounts and customer relationships. Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation to the maximum legal limit and by the Share Insurance Fund. Interest rates and existing terms and conditions on deposit accounts will remain the same upon completion of the conversion. Contractual obligations of borrowers of Meetinghouse Bank will not change and there will be no change in the amount, interest rate, maturity, security or any other condition relating to the respective loans of customers.

Q.

Will customers notice any change in Meetinghouse Bank's day-to-day activities as a result of the conversion and the offering?

A.

No. It will be business as usual. The conversion is an internal change in our corporate structure. There are no planned changes to our Board of Directors, management, staff or branches at this time.

THE STOCK OFFERING AND PURCHASING SHARES

Q.

Are Meetinghouse Bank's depositors required to purchase stock in the conversion?

A.

No depositor or other person is required to purchase stock. However, depositors and other eligible persons will be provided the opportunity to purchase stock consistent with the established priority of subscription rights, should they so desire. The decision to purchase stock will be exclusively that of each person. Whether an individual decides to purchase stock or not will have no positive or negative impact on his or her standing as a customer of Meetinghouse Bank. The conversion will allow customers of Meetinghouse Bank an opportunity to buy common stock and become stockholders of Meetinghouse Bancorp, Inc.

Q.

How many common shares are being offered and at what price?

A.

Meetinghouse Bancorp, Inc. is offering up to 575,000 shares of common stock, subject to adjustment as described in the prospectus, at a price of $10.00 per share.

Q.

Who is eligible to purchase common shares in the subscription and community offerings?

A.

Pursuant to the Plan, non-transferable rights to subscribe for shares of Meetinghouse Bancorp, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority.

Priority 1 – Persons with $50 or more on deposit at Meetinghouse Bank as of the close of business on December 31, 2010.

Priority 2 – Persons with $50 or more on deposit at Meetinghouse Bank as of the close of business on December 31, 2011.

Priority 3 – Our employee stock ownership plan.

Priority 4 – Our employees, officers and directors who do not have a higher priority right.

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a direct Community Offering, with a preference given to natural persons residing in the Massachusetts communities of Dorchester and Milton.

Q.

If I subscribe, will I receive stock?

A.

Not necessarily. Your order does not guarantee that you will receive stock. This will depend on several factors such as the total number of shares ordered in the offering, your level of subscription priority, and possibly your account balance at the applicable record date. If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first to subscribers in the subscription offering in the order of priority set forth above.

Q.

How many shares may I buy?

A.

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by an individual or through a single qualifying account is 15,000 shares ($150,000), and no person together with an associate or group of persons acting in concert may purchase more than 25,000 shares ($250,000), as further discussed in the prospectus.

Q.

I have custodial accounts with the bank for my minor children. May I use these to purchase stock?

A.

Yes. However, the stock must be purchased in the name of the minor child. A custodial account does not entitle the custodian to purchase stock in his or her own name.

Q.

I have business accounts with the bank. May I use these to purchase stock?

A.

Yes. However, the stock must be purchased in the name of the business. A business account does not entitle the signor to purchase stock in his or her own name. Funds used to purchase stock must also come from the business.

Q.

Will the common stock be insured?

A.

NO. Like any common stock, the common stock of Meetinghouse Bancorp, Inc. will NOT be insured.

Q.

How do I order the common stock?

A.

You must complete and return the enclosed Stock Order and Certification Form, along with full payment. Instructions for completing your Stock Order and Certification Form are included with the order form. Your order must be received by us (not postmarked) by 12:00 Noon, Eastern Time,                                     . Delivery of an original stock order form (we reserve the right to reject copies or facsimiles) and full payment may be made by overnight courier to the address listed on the top of the stock order form, by hand-delivery to any of our full service banking locations, or by mail, using the Stock Order Reply Envelope provided. Please do not mail stock order forms to Meetinghouse Bank's office.

*

Due to recently announced reductions in U.S. Postal Service first class mail delivery standards, we encourage you to consider in-person or overnight delivery of your stock order form to ensure your order is received before the deadline.

Q.

How may I pay for my common stock?

A.

First, you may pay for common stock by check or money order made payable to Meetinghouse Bancorp, Inc. These funds will be cashed upon receipt. We cannot accept wires or third party checks. Meetinghouse Bank line of credit checks may not be used. Please do not mail cash!

Second, you may authorize us to withdraw funds from YOUR SAVINGS ACCOUNT or CERTIFICATE OF DEPOSIT at Meetinghouse Bank. There is no penalty for early withdrawal from a certificate of deposit for the purposes of purchasing stock in the offering. You will not have access to these funds from the day we receive your order until completion or termination of the conversion. You may not designate withdrawal from Meetinghouse Bank accounts with check-writing privileges. Please submit a check instead. Also, IRA or other retirement accounts held at Meetinghouse Bank may not be listed for direct withdrawal. See information on IRAs below.

Q.

Will I earn interest on my funds?

A.

Funds received during the offering will be held in a segregated account at Meetinghouse Bank and will earn interest Meetinghouse Bank's passbook savings rate from the day the funds are received until the completion or termination of the offering. At that time, you will be issued a check for interest earned on these funds. If paid by authorizing a direct withdrawal from your Meetinghouse Bank deposit account(s), your funds will continue earning interest within the account, at the applicable deposit account rate, until they are withdrawn.

Q.

Can I purchase stock using funds in my Meetinghouse Bank IRA?

A.

Yes, but not directly. To do so, however, you must first establish a self-directed IRA at a brokerage firm and transfer the necessary funds from your IRA at Meetinghouse Bank. Please contact your broker or self-directed IRA provider as soon as possible if you want to explore this option, as these transactions take time. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time.

If you have a self-directed IRA and wish to use those funds, contact your broker as soon as possible. Whether you may use such funds for the purchase of shares in the stock offering may depend on time constraints and, possibly, limitations imposed by the brokerage firm or institution where your funds are held.

Q.

Will dividends be paid on the common stock?

A.

Following the offering, our board of directors will consider adopting a policy of paying cash dividends. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

Q.

How will the common stock be traded?

A.

After the completion of the offering, Meetinghouse Bancorp, Inc.'s stock is expected to trade on the Over the Counter Bulletin Board (OTCBB). However, no assurance can be given that an active and liquid market will develop.

Q.

Are executive officers and directors of Meetinghouse Bank planning to purchase stock?

A.

Yes! The executive officers and directors of Meetinghouse Bank plan to purchase, in the aggregate, $1,040,000 worth of stock or approximately 20.8% of the common stock offered at the minimum of the offering range.

Q.

Must I pay a commission?

A.

No. You will not be charged a commission on the purchase of common stock in the conversion. However, if you are purchasing through a brokerage account, your broker may charge fees associated with your account.

Q.

May I change my mind after I place an order to subscribe for stock?

A.

No. After receipt your executed stock order form may not be modified, amended or rescinded without our consent, unless the offering is not completed by                                    , in which event subscribers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

Q.

If I purchase shares in the offering, when will I receive my stock certificate?

A.

Our transfer agent will send stock certificates by first class mail as soon as possible after completion of the stock offering. Although the shares of Meetinghouse Bancorp, Inc. common stock will have begun trading, brokerage firms may require that you have received your stock certificate(s) prior to selling your shares. Your ability to sell the shares of common stock prior to your receipt of the stock certificate will depend on the arrangements you may make with your brokerage firm.

WHERE TO GET MORE INFORMATION

For additional information please refer to the enclosed prospectus, or call our information hotline at (            )             -                        to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00am to 5:00pm and Fridays from 9:00am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Dear Friend:

We are pleased to announce that Meetinghouse Bank is converting from the mutual to stock form of organization, subject to approval by the depositors of Meetinghouse Bank at a Special Meeting of Depositors. Meetinghouse Bank will be the wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc. In connection with the conversion, Meetinghouse Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

Because we believe you may be interested in learning more about an investment in the common stock of Meetinghouse Bancorp, Inc., we are sending you the following materials which describe the conversion and stock offering.

PROSPECTUS: This document provides detailed information about Meetinghouse Bank's operations and the proposed conversion and offering of Meetinghouse Bancorp, Inc. common stock.

STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by returning it with your payment before the order deadline of 12:00 Noon, Eastern Time, on                        . Delivery of an original stock order form (we reserve the right to reject copies or facsimiles) and full payment may be made by overnight courier to the address listed on the top of the stock order form, by hand-delivery to Meetinghouse Bank's office in Dorchester, MA, or by mail, using the Stock Order Reply Envelope provided. Please do not mail stock order forms to Meetinghouse Bank's office.

As a friend of Meetinghouse Bank, you will have the opportunity to buy common stock directly from Meetinghouse Bancorp, Inc. without paying a commission.

If you have any questions regarding the offering, please call our information hotline at (      )      -        to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00am to 5:00pm and Fridays from 9:00am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Sincerely,

Anthony A. Paciulli

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Dear Depositor:

We are pleased to announce that Meetinghouse Bank is converting from the mutual to stock form of organization, subject to approval by the depositors of Meetinghouse Bank at a Special Meeting of Depositors. Meetinghouse Bank will be the wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc. In connection with the conversion, Meetinghouse Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

The Board of Directors believes the conversion will offer a number of advantages, such as an opportunity for depositors of Meetinghouse Bank to become stockholders of Meetinghouse Bancorp, Inc.

Please remember:

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Your deposit accounts will continue to be insured up to the maximum legal limit by the Federal Deposit Insurance Corporation ("FDIC") and by the Share Insurance Fund.

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There will be no change in the balance, interest rate or maturity of any deposit account or loan because of the conversion.

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Members have a right, but not an obligation, to buy Meetinghouse Bancorp, Inc. common stock and may do so without the payment of a commission or fee before it is offered to the general public.

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Like all stock, shares of Meetinghouse Bancorp, Inc.'s common stock issued in this offering will not be insured by the FDIC or by the Share Insurance Fund.

The enclosed prospectus contains a detailed discussion of the conversion and stock offering. We urge you to read this document carefully. If you are interested in purchasing the common stock of Meetinghouse Bancorp, Inc., your Stock Order and Certification Form and payment must be received by us before 12:00 Noon, Eastern time, on                                    .

As a depositor of Meetinghouse Bank as of                        , 2012 you are invited to the Special Meeting of Depositors to vote on the approval of Meetinghouse Bank's Plan of Conversion. The meeting will be held at                                    , MA at             a.m./p.m. We urge you to attend.

If you have any questions regarding the offering, please call our information hotline at (      )        -         to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00 a.m. to 5:00 p.m. and Fridays from 9:00 a.m. to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Sincerely,

Anthony A. Paciulli

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Dear Depositor:

We are pleased to announce that Meetinghouse Bank is converting from the mutual to stock form of organization, subject to approval by the depositors of Meetinghouse Bank at a Special Meeting of Depositors. Meetinghouse Bank will be the wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc. In connection with the conversion, Meetinghouse Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

Unfortunately, Meetinghouse Bancorp, Inc. is unable to either offer or sell its common stock to you for one or more of the following reasons; the small number of eligible subscribers in your jurisdiction makes registration or qualification of the common stock under the securities or other laws of your jurisdiction impractical for reasons of cost or otherwise, or you were not a depositor on the eligibility record date of December 31, 2010 or supplemental eligibility record date of December 31, 2011. Accordingly, this letter and the enclosures should not be considered an offer to sell or a solicitation of an offer to buy the common stock of Meetinghouse Bancorp, Inc.

However, as a depositor of Meetinghouse Bank as of                        , 2012 you are invited to the Special Meeting of Depositors to vote on the approval of Meetinghouse Bank's Plan of Conversion. The meeting will be held at                        , MA at         a.m./p.m. We urge you to attend.

If you have any questions regarding the Plan of Conversion, please call our information hotline at (      )       -        to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00 a.m. to 5:00 p.m. and Fridays from 9:00 a.m. to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Sincerely,

Anthony A. Paciulli

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Dear Prospective Investor:

We are pleased to announce that Meetinghouse Bank is converting from the mutual to stock form of organization, subject to approval by the depositors of Meetinghouse Bank at a Special Meeting of Depositors. Meetinghouse Bank will be the wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc. In connection with the conversion, Meetinghouse Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

We have enclosed the following materials that will help you learn more about an investment in the common stock of Meetinghouse Bancorp, Inc. Please read and review the materials carefully.

PROSPECTUS: This document provides detailed information about Meetinghouse Bank's operations and the proposed conversion and offering of Meetinghouse Bancorp, Inc. common stock.

STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by returning it with your payment before the order deadline of 12:00 Noon, Eastern Time, on                        . Delivery of an original stock order form (we reserve the right to reject copies or facsimiles) and full payment may be made by overnight courier to the address listed on the top of the stock order form, by hand-delivery to Meetinghouse Bank's office in Dorchester, MA, or by mail, using the Stock Order Reply Envelope provided. Please do not mail stock order forms to Meetinghouse Bank's office.

We invite you and other community members to become stockholders of Meetinghouse Bancorp, Inc. Through this offering, you have the opportunity to buy stock directly from Meetinghouse Bancorp, Inc. without paying a commission.

If you have any questions regarding the offering, please call our information hotline at (      )        -         to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00 a.m. to 5:00 p.m. and Fridays from 9:00 a.m. to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Sincerely,

Anthony A. Paciulli

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

To Depositors and Friends
of Meetinghouse Bank

Keefe, Bruyette & Woods, Inc., a member of the Financial Industry Regulatory Authority, is assisting Meetinghouse Bank in converting from the mutual to stock form of organization, subject to approval by the depositors of Meetinghouse Bank. Upon completion of the conversion, Meetinghouse Bank will be a wholly owned subsidiary of a newly formed stock holding company named Meetinghouse Bancorp, Inc. In connection with the conversion, Meetinghouse Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

At the request of Meetinghouse Bancorp, Inc., we are enclosing materials explaining this process and your options, including an opportunity to invest in the shares of Meetinghouse Bancorp, Inc. common stock being offered to depositors of Meetinghouse Bank and other persons until 12:00 Noon, Eastern Time, on                        . Please read the enclosed prospectus carefully for a complete description of the stock offering. Meetinghouse Bancorp, Inc. has asked us to forward the prospectus and accompanying documents to you in view of certain requirements of the securities laws in your state.

If you have any questions regarding the offering, please call our information hotline at (      )       -        to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00am to 5:00pm and Fridays from 9:00am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Read This First

Guidance for Depositors of Meetinghouse Bank

        Meetinghouse Bancorp, Inc., the proposed holding company of Meetinghouse Bank, is in the process of selling stock to the public, as part of its mutual-to-stock conversion. As a depositor of Meetinghouse Bank, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

        On occasion, unscrupulous people attempt to persuade depositors to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate Federal and State regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact our information hotline at (      )                . Meetinghouse Bancorp, Inc. is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

        How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to "loan" you money to purchase a significant amount of stock in the offering. In exchange for that "loan" you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, or that the practice is common, and even if you are caught, your legal expenses will be covered.

        On the back of this page is a list of some key concepts that you should keep in mind when considering whether to participate in the Meetinghouse Bancorp, Inc. mutual-to-stock conversion offering. If you have questions, please contact our information hotline at (      )                .

What Investors Need to Know

        Key concepts for investors to bear in mind when considering whether to participate in the Meetinghouse Bancorp, Inc. mutual-to-stock conversion offering include the following:

•

Know the Rules – By law, depositors cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution's conversion. Moreover, depositors cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

•

"Neither a Borrower nor a Lender Be" – If someone offers to lend you money so that you can participate or participate more fully in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

•

Watch Out for Opportunists – The opportunist may tell you that he or she is a lawyer – or a consultant or a professional investor or some similarly impressive tale – who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that "everyone" enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

•

Get the Facts from the Source – If you have any questions about this securities offering, or if you have any doubts about a transaction proposed to you by someone else, please call our information hotline at (      )                .

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

We invite you to attend the Meetinghouse Bank Special Meeting of Depositors to be held on           , 2012,          a.m./p.m., at           , MA.

At the meeting you will have the opportunity to vote on approval of the Plan of Conversion whereby Meetinghouse Bank will convert from the mutual to the stock form of ownership.

Your Board of Directors Unanimously
Recommends a Vote
"FOR" the Plan of Conversion.

Please mark your calendar and plan to attend the Meetinghouse Bank Special Meeting of Depositors on               , 2012. We urge you to attend.

Thank you,

Anthony A. Paciulli
President and Chief Executive Officer

For further information please call our Information Center at (      )       -        .

QuickLinks

Exhibit 99.2

Meetinghouse Bancorp Logo
Proposed Holding Company for Meetinghouse Bank
Questions and Answers About Our Conversion and Stock Offering
Read This First

EX-99.3

Exhibit 99.3

SEND OVERNIGHT PACKAGES TO: Keefe, Bruyette & Woods, Inc. MEETINGHOUSE BANCORP Meetinghouse Bank Processing Center 10 S. Wacker Drive, Suite 3400 LOGO Chicago, IL 60606 ( ) - Stock Order and Certification Form Deadline: The Subscription Offering will expire at 12:00 Noon, Eastern Time, on . Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received by us (not postmarked) by the deadline, or it will be considered void. Faxes or copies of this form may not be accepted. Meetinghouse Bancorp, Inc. reserves the right to accept or reject improper order forms. THE MINIMUM PURCHASE IS 25 SHARES ($250). Generally, no person may purchase more than (1) Number of Shares Price Per Share (2) Total Amount Due 15,000 shares ($150,000), and no person together with his or her associates or group of persons acting in concert may purchase more than 25,000 shares ($250,000). $ x $10.00 = (3a) Method of Payment – Check or Money Order (4) Purchaser Information Enclosed is a personal check, bank check or money order Check the one box that applies, as of the earliest date, to the purchaser(s) listed in Section 8: $ made payable to Meetinghouse Bancorp, Inc. in the amount of: Eligible Account Holders – Check here if you were a depositor with at least $50 on deposit with Checks will be cashed upon receipt. Meetinghouse Bank as of December 31, 2010. Enter information in Section 9 for all deposit a. accounts that you had at Meetinghouse Bank on December 31, 2010. (3b) Method of Payment – Certificate or Savings Account Withdrawal The undersigned authorizes withdrawal from the Meetinghouse Bank deposit account(s) listed below. Supplemental Eligible Account Holders – Check here if you were a depositor with at least $50 on There will be no early withdrawal penalty applicable for funds authorized on this form. Funds designated deposit with Meetinghouse Bank as of December 31, 2011. Enter information in Section 9 for all for withdrawal must be in the account(s) listed at the time this form is received. Meetinghouse Bank IRA b. deposit accounts that you had at Meetinghouse Bank on December 31, 2011. accounts or accounts with check-writing privileges may NOT be listed for direct withdrawal below. Meetinghouse Bank Account Number(s) Withdrawal Amount(s) c. Employees, officers, and directors of Meetinghouse Bank or Meetinghouse Bancorp, Inc. $ Local Community – Natural persons who are residents of the Massachusetts communities of $ d. Dorchester and Milton. $ e. General Public Total Withdrawal Amount $ (5) Check if you (or a household family member) are a: Director or Officer of Meetinghouse Bank or Meetinghouse Bancorp, Inc. Employee of Meetinghouse Bank or Meetinghouse Bancorp, Inc. (6) Maximum Purchaser Identification: Check here if you, individually or together with others (see section 7), are subscribing for the maximum purchase allowed and are interested in purchasing more shares if the two maximum purchase limitations are increased. See Item 1 of the Stock Order Form Instructions. (7) Associates/Acting in Concert: Check here if you, or any associates or persons acting in concert with you (defined on reverse side), have submitted other orders for shares. If you check this box, list below all other orders submitted by you or your associates or by persons acting in concert with you. Name(s) listed in Section 8 on other Order Forms Number of Shares Ordered Name(s) listed in Section 8 on other Order Forms Number of Shares Ordered (8) Stock Registration: Please PRINT legibly and fill out completely: The stock certificate and all correspondence related to this stock order will be mailed to the address provided below. You may not add the names of others for joint stock registration who do not have subscription rights or who qualify in a lower subscription offering priority than you do. You may add only those who are eligible to purchase in the same purchase priority as you. See Stock Order Form Instructions for further guidance. Individual Tenants in Common Uniform Transfers to Minors Act Partnership Joint Tenants Individual Retirement Account Corporation Trust – Under Agreement Dated Name SS# or Tax ID Name SS# or Tax ID Address Daytime Telephone # City State Zip Code County Evening Telephone # (9) Qualifying Accounts: You should list any accounts that you may have or had with Meetinghouse Bank in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS FOR FURTHER DETAILS. All subscription orders are subject to the provisions of the stock offering as described in the prospectus. Attach a separate page if additional space is needed. NAMES ON ACCOUNTS ACCOUNT NUMBERS (10) Acknowledgement, Certification and Signature: I understand that to be effective, this form, properly completed, together with full payment or withdrawal authorization, must be received by Meetinghouse Bancorp, Inc. no later than 12:00 Noon, Eastern Time on , otherwise this form and all of my subscription rights will be void. (continued on reverse side of form) ONE SIGNATURE REQUIRED, UNLESS SECTION (3b) OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL Signature Date Signature Date Internal Use Only: Date Rec’d / Check# $ Check# $ Batch# Order # Category PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE AREAS – READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM Failure to list all of your accounts may result in the loss of part or all or your subscription rights. *** ORDER NOT VALID UNLESS SIGNED ***

(7) Associates/Acting In Concert (continued from front side of Stock Order Form) – Associate – The term ‘‘associate’’ of a particular person means: 1) A corporation or organization, other than Meetinghouse Bancorp or Meetinghouse Bank or a majority-owned subsidiary of Meetinghouse Bancorp or Meetinghouse Bank, of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization; 2) A trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary; and 3) Any relative or spouse of the person or any relative of the spouse who has the same home as such person or who is a director or senior officer of Meetinghouse Bancorp, Meetinghouse Bank or any of their subsidiaries. Acting in Concert – The term ‘‘acting in concert’’ means: 1) Knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or 2) A combination or pooling of voting or other interests in the securities of an issuer for a common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons share a common address (whether or not related by blood or marriage) or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. Please see the Prospectus section entitled ‘‘The Conversion and Stock Offering – Limitations on Purchases of Shares’’ for more information on purchase limitations and a more detailed description of ‘‘associates’’ and ‘‘acting in concert.’’ (10) Acknowledgment, Certification and Signature (continued from front side of Stock Order and Certification Form) I agree that after receipt by Meetinghouse Bancorp, Inc., this Stock Order and Certification Form may not be modified or cancelled without Meetinghouse Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding.] I acknowledge that my order does not conflict with the maximum purchase limitation of $150,000 for any individual person, or $250,000 overall purchase limitation for any person or entity together with associates of, or persons acting in concert with, such person, or entity, in all categories of the offering, combined, as set forth in the Plan of Conversion and the Prospectus dated. Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Federal and State regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another. I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT A DEPOSIT OR ACCOUNT AND ARE NOT FEDERALLY INSURED OR INSURED BY THE SHARE INSURANCE FUND, AND ARE NOT GUARANTEED BY MEETINGHOUSE BANCORP, INC. OR MEETINGHOUSE BANK OR BY THE FEDERAL GOVERNMENT OR ANY STATE GOVERNMENT AGENCY. If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Stock Information Center at. I further certify that, before ordering shares of the common stock of Meetinghouse Bancorp, Inc., I received the Prospectus dated, and that I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment described in the ‘‘Risk Factors’’ section beginning on page __, which risks include but are not limited to the following: 1. ENTER FINAL RISK FACTORS HERE EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, BOTH AS AMENDED.

Meetinghouse Bancorp, Inc.

Stock Order Form Instructions

Stock Information Center: (      )        -        

Stock Order Form Instructions – All orders are subject to the provisions of the stock offering as described in the prospectus.

Item 1 and 2 – Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by an individual or through a single qualifying account is 15,000 shares, and no person together with an associate or group of persons acting in concert may purchase more than 25,000 shares. For additional information, see "The Conversion and Stock Offering – Limitations on Purchases of Shares" in the prospectus.

Item 3a – Payment for shares may be made by check, bank draft or money order payable to Meetinghouse Bancorp, Inc. DO NOT MAIL CASH. Funds received during the offering will be held in a segregated account at Meetinghouse Bank and will earn interest at Meetinghouse Bank's passbook savings rate until completion or termination of the offering.

Item 3b – To pay by withdrawal from a savings account or certificate of deposit at Meetinghouse Bank insert the account number(s) and the amount(s) you wish to withdraw from each account. If more than one signature is required for a withdrawal, all signatories must sign in the signature box on the front of the Stock Order form. To withdraw from an account with checking privileges, please write a check. Meetinghouse Bank will waive any applicable penalties for early withdrawal from certificate of deposit accounts (CDs) for the purpose of purchasing stock in the offering. A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the Stock Offering closes and earn their respective rate of interest, but will not be available for your use until the completion of the transaction.

Item 4 – Please check the appropriate box to tell us if you were an Eligible Account Holder or a Supplemental Eligible Account Holder, or if not, one of the other purchase priorities indicated.

Item 5 – Please check one of these boxes if you are a director, officer or employee of Meetinghouse Bank or Meetinghouse Bancorp, Inc., or a member of such person's household.

Item 6 – Please check the box, if applicable. If you check the box but have not subscribed for the maximum amount and did not complete Item 7, you may not be eligible to purchase more shares in the event that the purchase limits are increased.

Item 7 – Check the box, if applicable, and provide the requested information. Attach a separate page, if necessary. In the Prospectus dated                       , 2012, please see the section entitled "The Conversion and Stock Offering – Limitations on Purchases of Shares" for more information regarding the definition of "associate" and "acting in concert."

Item 8 – The stock transfer industry has developed a uniform system of shareholder registrations that we will use in the issuance of Meetinghouse Bancorp, Inc. common stock. Please complete this section as fully and accurately as possible, and be certain to supply your social security or Tax I.D. number(s) and your daytime and evening phone numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding the registration of your stock, please consult your legal advisor or contact the Stock Information Center at (       )        -         . Subscription rights are not transferable. If you are an eligible or supplemental eligible account holder, to protect your priority over other purchasers as described in the prospectus you must take ownership in at least one of the account holder's names.

Item 9 – You should list any qualifying accounts that you have or may have had with Meetinghouse Bank in the box located under the heading "Qualifying Accounts". For example, if you are ordering stock in just your name, you should list all of your account numbers as of the earliest of the three dates that you were a depositor. Similarly, if you are ordering stock jointly with another depositor, you should list all account numbers under which either of you are owners, i.e. individual accounts, joint accounts, etc. If you are ordering stock in your minor child's or grandchild's name under the Uniform Transfers to Minors Act, the minor must have had an account number on one of the three dates and you should list only their account number(s). If you are ordering stock as a corporation, you need to list just that corporation's account number, as your individual account number(s) do not qualify. Failure to list all of your qualifying deposit account numbers may result in the loss of part or all of your subscription rights.

Item 10 – Sign and date the form where indicated. Before you sign please read carefully and review the information which you have provided and read the acknowledgement. Only one signature is required, unless any account listed in section 3b of this form requires more than one signature to authorize a withdrawal. Please review the Prospectus dated                      , carefully before making an investment decision.

If you have any questions regarding the offering, please call our information hotline at (       )        -          to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00am to 5:00pm and Fridays from 9:00am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

(See Reverse Side for Stock Ownership Guide)

Meetinghouse Bancorp, Inc.

Stock Ownership Guide

Stock Information Center: (      )        -        

Stock Ownership Guide

Individual – The stock is to be registered in an individual's name only. You may not list beneficiaries for this ownership.

Joint Tenants – Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. You may not list beneficiaries for this ownership.

Tenants in Common – Tenants in common may also identify two or more owners. When stock is to be held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common. You may not list beneficiaries for this ownership.

Individual Retirement Account – Individual Retirement Account ("IRA") holders may potentially make stock purchases from their existing IRA if it is a self-directed IRA or through a prearranged "trustee-to-trustee" transfer if their IRA is currently at Meetinghouse Bank. The stock cannot be held in your Meetinghouse Bank account. Please contact your broker or self-directed IRA account provider as quickly as possible to explore this option, as it may take a number of weeks to complete a trustee-to-trustee transfer and place a subscription in this manner.

Registration for IRA's:	On Name Line 1 – list the name of the broker or trust department followed by CUST or TRUSTEE.
	On Name Line 2 – FBO (for benefit of) YOUR NAME [IRA a/c #                      ].
	Address will be that of the broker / trust department to where the stock certificate will be sent.
	The Social Security / Tax I.D. number(s) will be either yours or your trustee's, as the trustee directs.
	Please list your phone numbers, not the phone numbers of your broker / trust department.

Uniform Transfers To Minors Act – For residents of Massachusetts and many states, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfers to Minors Act. In this form of ownership, the minor is the actual owner of the stock with the adult custodian being responsible for the investment until the child reaches legal age. Only one custodian and one minor may be designated.

Registration for UTMA:	On Name Line 1 – print the name of the custodian followed by the abbreviation "CUST"
	On Name Line 2 – FBO (for benefit of) followed by the name of the minor, followed by UTMA-MA
	(or your state's abbreviation)
	List only the minor's social security number on the form.

Corporation/Partnership – Corporations/Partnerships may purchase stock. Please provide the Corporation/Partnership's legal name and Tax I.D. To have subscription rights, the Corporation/Partnership must have an account in its legal name and Tax I.D. Please contact the Stock Information Center to verify depositor rights and purchase limitations.

Fiduciary/Trust – Generally, fiduciary relationships (such as Trusts, Estates, Guardianships, etc.) are established under a form of trust agreement or pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity.

Instructions: On the first name line, print the first name, middle initial and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line. Following the name, print the fiduciary title, such as trustee, executor, personal representative, etc. On the second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.). In the blank after "Under Agreement Dated," fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will.

If you have any questions regarding the offering, please call our information hotline at (       )        -          to speak to a representative of Keefe, Bruyette & Woods, Inc. Representatives are available by telephone Monday through Friday, 10:00 a.m. to 6:00 p.m., Eastern time. You may also meet in person with a representative by visiting our stock information center located at our office in Dorchester on Thursdays from 9:00am to 5:00pm and Fridays from 9:00am to 12:00 Noon. The stock information center will be closed on weekends and bank holidays.

(See Reverse Side for Stock Order Form Instructions)