Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. “Change in Control of the Bank” shall mean the occurrence of any of the following: (i) an event that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Bank is registered under the Exchange Act; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than the MHC is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank’s then outstanding securities; or (iii) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, notwithstanding anything to the contrary herein, a “Change in Control of the Bank” shall not be deemed to have occurred if the MHC ceases to own at least a majority of all issued and outstanding shares of common stock of the Bank in connection with a reorganization of the MHC pursuant to which the MHC converts from mutual to stock form in a transaction that does not involve a merger or combination with any company which is not an affiliate of the MHC; provided, further, that a “Change in Control of the Bank” will be deemed to have occurred if in connection with a reorganization, a merger or business combination occurs with a company that is not an affiliate of the MHC (an “Acquisition Transaction”) and less than majority of the Bank’s Board of Directors immediately subsequent to the Acquisition Transaction is comprised of members of the Bank’s Board of Directors immediately prior to such Acquisition Transaction.