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Meredith Village Savings Bank and Merrimack County Savings Bank join forces under single mutual holding company

June 1, 2012-- Meredith Village Savings Bank and Merrimack County Savings Bank announced today that they have signed an agreement to partner in a newly formed holding company, New Hampshire Mutual Bancorp.

Samuel L. Laverack, President and CEO of Meredith Village Savings Bank, and Paul C. Rizzi, Jr., President and CEO of Merrimack County Savings Bank, will serve as co-CEOs of New Hampshire Mutual Bancorp, the first multi-bank mutual holding company in the state. As part of the alliance, each affiliate bank will retain its name and state charter, and each bank’s board of directors and senior management will continue to oversee the operations of their respective banks.

Both organizations share a common goal to build a vigorous alliance between the two well-capitalized, healthy, independent community banks. This alliance will enhance each bank’s ability better to serve its customers and communities and to maintain each bank’s status as a sound, stable, independent institution as the banking industry faces new challenges and continues to consolidate in an era of rapidly expanding technology and regulatory pressures.

Laverack and Rizzi noted that they personally share a strong, mutual respect and trust and that the banks themselves enjoy similar corporate structures, histories and cultures. They pointed to the advantages of their geographic proximity, complementary yet distinct market areas, and their fundamental commitments to delivering high quality customer services.

The management and board of directors of each institution are committed to maintaining each bank’s status as an independent community bank and its mutual form of ownership. Laverack and Rizzi both share a firm belief that a mutual form of ownership clearly serves bank customers and communities best. A mutual holding company has no stockholders, which allows it to invest its profits more conservatively for long-term sustainability and sound growth. In addition, decision making can be based on the longer term benefits to the community, customers and employees as opposed to the immediate needs of stockholders and the market.

Rizzi noted that, “Our stability over the last few turbulent years has reinforced our belief in the mutual approach to ownership. This alliance makes it even more certain that we will prevail for generations to come.” Laverack added, “We’re here to stay as local, mutual banks that will thrive, not just survive, for the future benefit of our customers, staff, and communities.”

Through the newly formed holding company, the two affiliate banks will be in a position to optimize the strengths and competitive advantages of each organization and to grow market share in their distinctive markets. With combined resources the overall company will better position each affiliate bank to serve its customers with significantly greater loan capacity and leading edge products and services and to implement enhanced technology-based delivery systems. It is anticipated that the two banks will be able to expand while managing expenses as they jointly develop new products and services. It is further anticipated that each affiliate bank will share some resources, thus affording each bank greater capacity for future growth. However, this will occur over time, years in most cases, as the needs and opportunities are identified.

The affiliation of the banks and the creation of New Hampshire Mutual Bancorp will become effective upon final regulatory approval and a vote by the Corporators of each bank.

Meredith Village Savings Bank and Merrimack County Savings Bank were advised in this transaction by Sandler O’Neill & Partners, L.P. as financial advisor. Devine, Millimet & Branch PA acted as legal counsel to Meredith Village Savings Bank, and Hogan Lovells US LLP acted as legal counsel to Merrimack County Savings Bank.

About Meredith Village Savings Bank

Meredith Village Savings Bank, founded in 1869, is an independent mutual savings bank with 11 offices serving individuals, families, businesses and municipalities in the Lakes Region and the Plymouth area. The bank and its employees are inspired by MVSB’s core values: respect, integrity, teamwork, excellence, and stewardship. These values are intrinsic to every decision made at the bank and are illustrated by the high priority they place on trust, quality service, and commitment to community support. MVSB strives to make the communities it serves a better place to work and live. As of March 31, bank assets totaled over $675 million. More information can be found at www.mvsb.com.

Questions and Answers

1. What are you doing?

Meredith Village Savings Bank and Merrimack County Savings Bank are forming a multi-bank mutual holding company. As part of the alliance, each affiliate bank will retain its name and state charter, and each bank’s board of directors and senior management will continue to oversee the operations of their respective banks. This alliance will enhance each bank’s ability to better serve its customers and communities.

2. Why are you creating this alliance?

To build a vigorous partnership that will achieve efficiency of scale, be more competitive and be better able to retain and attract the best talent. The partnership will enhance each bank’s ability to better serve its customers and communities. It will allow each bank to maintain its status as a sound, stable, independent and well-capitalized institution as the banking industry faces expanding technology expense and regulatory pressure.

3. What is the name of the new holding company?

New Hampshire Mutual Bancorp.

4. When will the affiliation become effective?

The affiliation of the banks and the creation of New Hampshire Mutual Bancorp will become effective upon final regulatory approval and a vote by the Corporators of each bank. It is expected that this will occur by beginning of 2013.

5. Do you plan on merging the two banks?

No. Each affiliate bank will retain its name and state charter, and each bank’s board of directors and senior management will continue to oversee the operations of their respective banks.

6. What will happen to the role of the Corporator in this new structure?

The Corporators of each institution will combine and become Corporators of New Hampshire Mutual Bancorp.

7. What approvals are necessary?

On May 30, 2012, the banks entered into an affiliation agreement, establishing a legal plan for the creation of New Hampshire Mutual Bancorp and for the affiliation of the banks as subsidiaries of New Hampshire Mutual Bancorp. The transaction will be subject to the approval by the Corporators of both banks, the NH Banking Department, the FDIC and the Federal Reserve Bank.

8. Are you planning to change the names of the banks?

No.

9. What is the purpose of a multi-bank holding company?

A multi-bank holding company, by definition, is a corporation in control of two or more banks.

10. How is a mutual holding company different from a publicly held/stock holding company?

A mutual holding company has no stockholders, which allows it to invest its profits more conservatively for long-term sustainability and sound growth. In addition, decision making can be made based on the longer term benefits to the community, customers and employees as opposed to the immediate needs of stockholders and the market.

11. Are you planning to “go public” and be stock-owned in the future?

No. The management and board of directors of each institution are committed to maintaining each bank’s status as an independent community bank and to its mutual form of ownership. Each bank believes that a mutual form of ownership is the best way to serve its customers and communities.

12. Will each bank still have a separate board of directors?

Yes, each bank will have a board of directors, which will be comprised of each bank’s current board. Paul C. Rizzi, Jr. will join the Meredith Village board and Samuel L. Laverack will join the Merrimack County Savings Bank board

13. Who will run the holding company?

New Hampshire Mutual Bancorp will have a board of trustees, which will be comprised of Paul C. Rizzi, Jr., Samuel L. Laverack and seven members from each bank’s current board. Sam Laverack and Paul Rizzi will serve as co-CEOs of New Hampshire Mutual Bancorp, the first multi-bank mutual holding company in the state. Rick Wyman will serve as Executive Vice President and Chief Financial Officer and Phil Emma will serve as the Executive Vice President and Chief Operating Officer.

14. Will positions at the banks be eliminated?

We have no plans to eliminate positions. Each bank will continue working on growing their bank product and service capabilities, running efficiently, and successfully competing in their markets. Over time, and with a great deal of teamwork, we believe this partnership will provide more learning opportunities, responsibilities, and career growth for the talented and dedicated employees at each institution than would exist separately.

15. Will each bank still have its own management team?

Each bank will retain its name and state charter, and each bank’s board of directors and senior management will continue to oversee the operations of their respective banks. Rick Wyman will serve as Executive Vice President and Chief Financial Officer of both institutions and Phil Emma will serve as the Executive Vice President and Chief Operating Officer of both institutions.

16. Will you be combining operations or any bank departments? If so, when?

Over time and after thorough evaluation, some functions may eventually move to the holding company level. Additionally, over an extended period of time some operational changes may take place and may take the form of adjustments to job duties, responsibilities, and/or how some departments are organized. The value of this alliance is each bank’s ability to share ideas and resources that will create a combined organization with the capacity to deliver best in class products and services while growing stronger. However there will be much to consider, and any adjustments will require careful evaluation in order to maximize the benefits for our employees, customers and the banks. As a result, we expect that strong relationships will be fostered between similar departments at each bank.

17. How will this alliance impact your commitment to the community?

The impact to each bank’s communities will be positive. The ability of each bank to support its community is directly related to the success and strength of each bank. The combined resources and capabilities of both institutions will ensure this well into the future.

18. What effect will there be on the loan capacities of the banks?

Each bank will continue to have their respective legal lending limit, though there will be an ability to participate in loans with each other, effectively creating a legal lending limit equal to the combined legal lending limits, which will increase our lending capacity to our borrowers. The affiliation does not immediately provide each bank with the ability to make more loans in the aggregate, but it will ultimately enhance the combined organization’s ability to grow and thereby improve each bank’s lending capacity as time goes on.

19. Will you be closing any branches?

No. Each institution’s branch network serves distinct market areas.

20. What effect will this have on customers’ accounts?

None at this time. However as we make changes, such as the adoption and installation of a common operating system, we will review the opportunities to match our product offering. The expectation of the alliance is that there will be no disadvantages for the banks’ customers, employees, and the communities they serve. By sharing resources and experience, the banks will ultimately be able to offer a greater breadth and depth of products and services to their customers.

21. Will customers of one bank be able to conduct their banking business at the other bank?

Not at the present time (unless, of course, they have accounts at both banks). Bank operations will remain separate for each institution until a common data processing system is adopted and installed, at which time we hope to enable cross-bank activities.

22. Can customers use both banks’ ATMs without being assessed surcharge fees?

Not at this time. We will quickly take the necessary steps to waive fees for each other’s customers at each of our proprietary ATMs. When this is possible, we will communicate this information.

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