provided that the term “Change in Control” shall not include an acquisition of securities by an employee benefit plan of the Company or the Bank or a change in the composition of the Company’s Board of Directors or the Board at the direction of the DFI or the FDIC. Notwithstanding anything herein to the contrary, no Change in Control shall be considered to have occurred pursuant to a transaction or event described herein, if such transaction or event occurred pursuant to, or in connection with, a public offering approved by the Company’s Board of Directors.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event of a conversion of the Bank's mutual holding company to stock form or in connection with any reorganization or action used to effect such conversion. In addition, the term "Change in Control" also shall not include an acquisition of securities by an employee benefit plan of the Bank or a change in the composition of the Board at the direction of the Office of Thrift Supervision or the Federal Deposit Insurance Corporation.