ATTACHMENT #2

1301:12-1-08 Conversion from mutual to stock form of ownership

(A) In order to convert from a mutual to a permanent stock form of ownership, a savings bank must file an application in accordance with this rule and receive prior written approval thereof from the superintendent.

(B) The application for conversion shall include:
(1) A plan of conversion;

(2) Amendments to the savings bank's articles of incorporation and a check payable to the secretary of state for the applicable filing fee;

(3) Amendments to the savings bank's institution and bylaws;

(4) A copy of the proxy and soliciting materials to be used; and

(5) Other information as the superintendent may require.

(C) The plan of conversion shall provide:

(1) A comprehensive description of the nontransferable subscription rights received by each eligible accountholder, including details on oversubscriptions;

(2) That the shares of the converting savings bank be offered to persons with subscription rights and management, in that order, and that any remaining shares shall be sold either in a public offering through an underwriter or directly by the converting savings bank in a direct community offering:

(3) That a direct community offering by the converting savings bank shall give a preference to natural persons residing in the counties in which the savings bank has an office:

(4) That the sale price of the shares of capital stock to be sold in the conversion shall be a uniform price determined in accordance with paragraph (1) of this rule, and shall specify the underwriting and/or other marketing arrangements to be made;

(5) That the conversion must be completed within twenty-four months from the date the savings bank members approve the plan of conversion;

(6) That each savings accountholder of the converting savings bank shall receive, without payment, a withdrawable savings account or accounts in the converted savings bank equal in withdrawable amount to the withdrawal value of such accountholder's savings account or accounts in the converting savings bank;

(7) For an eligibility record date;

(8) That the expenses incurred in the conversion shall be reasonable;

(9) That the converting savings bank shall not loan funds or otherwise extend credit to any person to purchase the capital stock of the savings bank;

(10) That the proxies held with respect to voting rights in the savings bank will not be voted regarding the conversion, and that new proxies will be solicited for voting on the proposed plan of conversion;

(11) The amount of the deposit of an accountholder shall be the total of the deposit balances in the accountholder's savings accounts in the converting savings bank as of the close of business on the eligibility record date. The plan of conversion may provide that total deposit balances of less than fifty dollars (or any lesser amounts) shall not be considered for purposes of paragraph (C)(6) of this rule; and

(12) That for a period of one year after the date of the conversion, no converted savings bank shall repurchase any of its capital stock if the effect thereof would cause the savings bank to not meet its capital requirements.

(D) A plan of conversion shall be adopted by not less than two-thirds of the savings bank's board of directors. (E) Upon determining that an application for conversion is properly executed and is not materially incomplete, the superintendent will advise the savings bank, in writing, to publish a notice of the filing of the application. Promptly after receipt of the advice, the savings bank shall prominently post the notice in each of its offices and publish the notice in a newspaper printed in the English language and having general circulation in each community in which an office of the savings bank is located, as follows:

Notice of filing of an application for permission to
convert to a stock savings bank

Notice is hereby given that, pursuant to section 1161.111 of
the Revised Code
has filed an application
with the Ohio division of savings banks requesting
approval to convert to an Ohio-chartered permanent stock
savings bank. The proposed plan of conversion will be
available for inspection by any member of the savings bank
at the offices of the division of savings banks in Columbus,
Ohio, and at each office of the savings bank. Materials
supporting the objections from any member of the savings
bank or aggrieved person will be considered by the division
of savings banks if filed within ten business days after the
date of this notice.

(F) Promptly after publication of the notice or notices prescribed in paragraph (E) of this rule, the savings bank shall file one copy of the notice together with an affidavit of publication from each publisher with the superintendent.

(G) Following approval of the application for conversion by the superintendent, the plan of conversion shall be submitted to the members at an annual or special meeting and the plan shall be approved, in person or by proxy, by at least a majority of the total outstanding votes of the members of the savings bank.

(H) No offer to sell securities of a savings bank pursuant to a plan of conversion may be made prior to superintendent approval of the:

(1) Application for conversion; (2) Proxy statement; and

(3) Offering circular.

(1) If the offering is to commence prior to the meeting of the savings bank members held to vote on the plan of conversion, the proxy statement and preliminary offering circular authorized for use by the superintendent shall set forth the estimated price range.

(1) The maximum of such price range should normally be no more than fifty dollars per share or fifteen per cent above the average of the minimum and maximum of such price range.

(2) The minimum of such price range should normally be no less than five dollars per share or no more than fifteen per cent below such average.

(3) No representation may be made in any manner that the superintendent has approved such price information. (J) Within forty-five days:

(1) Of the date of the mailing of the subscription form, the subscription rights must be exercised.

(2) After the last day of the subscription period, the sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in a public offering or direct community marketing, shall be completed.