FWP
Second Step Conversion Offering –
Community Meeting
March 5, 2013
Issuer Free Writing Prospectus
Dated March 5, 2013
Filed pursuant to Rule 433
Registration No. 333-185482

2
Charter Financial Corporation has filed a registration statement
(including a Prospectus)
with the SEC for the offering to which this communication relates. Before you invest,
you should read the Prospectus and other documents Charter Financial Corporation has
filed with the SEC for more complete information about Charter Financial Corporation
and this offering. You may get these documents for free by visiting EDGAR on the SEC
Web site at www.sec.gov. Alternatively, you may request a copy of the prospectus from
Stifel, Nicolaus & Company, Incorporated, or by calling the Stock Information Center at
1-(877) 821-5778.
The shares of common stock being offered by Charter Financial Corporation are not
deposits or savings accounts, may lose value and are not insured
or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency.

Forward-Looking Statements
3
This presentation may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933,
as amended and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the Safe Harbor Provision for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provision. Forward-looking
statements
can
be
identified
by
the
use
of
words
such
as
“estimate,”
“project,”
“believe,”
“intend,”
“anticipate,”
“plan,”
“seek,”
“expect”
and
words
of
similar
meaning.
These
forward-
looking statements include, but are not limited to:
statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
These forward-looking statements are based on current beliefs and expectations
of our management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies
and decisions that are subject to change.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
general economic conditions, either nationally or in our market areas, that are worse than expected;
competition among depository and other financial institutions;
changes
in
the
interest
rate
environment
that
reduce
our
margins
or
reduce
the
fair
value
of
financial
instruments;
adverse changes in the securities markets;
changes
in
laws
or
government
regulations
or
policies
affecting
financial
institutions,
including
changes
in
regulatory
fees
and
capital
requirements;
our ability to enter new markets successfully and capitalize on growth opportunities;
our ability to successfully integrate acquired entities;
our incurring higher than expected loan charge-offs with respect to assets acquired in FDIC-assisted acquisitions;
changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the Financial Accounting Standards Board; and
changes in our organization, compensation and benefit plans.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this presentation. Except as required by applicable
law or regulation, we do not undertake, and specifically disclaim any obligation to update any forward-looking statements that may be made from time to time by or on behalf
of the Company. Please see “Risk Factors”
beginning on page 19 of the Prospectus dated February 11, 2013.

Issuer:
Charter Financial Corporation
Listing / Ticker:
NASDAQ / “CHFN”
Offering Price Per Share:
$10.00
Exchange Ratio:
1.0015x –
1.3550x
Recent Stock Price (2/22/13):
$12.45
Shares Offered:
11,475,000 –
15,525,000
Gross Proceeds:
$114.8 million –
$155.3 million
Pro Forma Market Capitalization:
$182.6 million –
$247.0 million
Pro Forma Price / Tangible Book Value:
76.3% –
89.6%
Minimum Order
25 shares ($250)
Maximum Purchase Limitation:
300,000 shares ($3.0 million)
Sole Bookrunner:
Stifel Nicolaus Weisel
Expected Close / Pricing:
April 2013
Offering Terms
4

Current Structure
Structure Following the
Conversion & Offering
CharterBank
Old Charter Financial
(100% of the Common Stock)
CharterBank
Public Shareholders
(37.15% of the
Common Stock)
First Charter, MHC
(62.85% of the
Common Stock)
New Charter Financial
(100% of the Common Stock)
Public Shareholders
(100% of the Common Stock)
Overview of Corporate Structure
5
Ownership percentages are presented as of 9/30/2012.

Corporate Profile
6
Headquartered in West Point, Georgia
Founded in 1954 as First Federal Savings and
Loan Association
Growth by de novo branch and acquisition
Recent growth via three FDIC-assisted
acquisitions  (June ’09, March ’10, Sept ’11)
Approximately 290 FTE’s servicing over 44,000
checking accounts
13 offices along I-85 & I-20 GA/AL
footprint and 3 offices in NW Florida
December 31, 2012:
Total Assets:
$1.03 Billion
Total Net Loans:
$576 Million
Total Deposits:
$806 Million
Total Capital:
$144 Million

Overview of Management Team
7
Strong experienced management & board of directors
Conservative credit
Continuously profitable since before 1990
Good regulatory relations
M&A experience …
5 deals both assisted & unassisted
Top Executives
NAME
POSITION
(Banking/CharterBank)
EXPERIENCE
Robert Lee Johnson
Chairman & CEO
31/29
Lee Washam
President, CharterBank
29/13
Curtis R. Kollar
Senior VP & CFO
27/21

Market Share Opportunity
Charter
has
a
significant
opportunity
to
gain
market
share
given
the
weakness
and
capital
constraints
of
in-market
competitors as well as benefit from bank failures where the winning bidder is an out-of-market institution  
8
Atlanta-Sandy Springs-Marietta, GA MSA
West Point Region - Troup & Chambers County
2012
Rank
Institution
2012
Number
of
Branches
2012
Total
Deposits in
Market
($000)
2012
Total
Market
Share
(%)
2012
Rank
Institution
2012
Number
of
Branches
2012
Total
Deposits in
Market
($000)
2012
Total
Market
Share
(%)
1
SunTrust Banks Inc. (GA)
188
31,988,278
27.01
1
Charter Financial Corp. (MHC) (GA)
6
284,710
22.43
2
Wells Fargo & Co. (CA)
203
22,376,279
18.89
2
Synovus Financial Corp. (GA)
4
225,914
17.80
3
Bank of America Corp. (NC)
145
20,435,708
17.25
3
Farmers & Merchants Bcshs Inc (AL)
2
100,208
7.90
4
BB&T Corp. (NC)
91
7,846,143
6.62
4
PNC Financial Services Group (PA)
5
96,582
7.61
5
Synovus Financial Corp. (GA)
45
3,891,603
3.29
5
LaGrange Banking Co. (GA)
2
95,917
7.56
6
Regions Financial Corp. (AL)
72
3,350,888
2.83
6
Capital City Bank Group Inc. (FL)
3
92,994
7.33
7
PNC Financial Services Group (PA)
69
2,395,613
2.02
7
Frontier National Corp. (AL)
2
80,691
6.36
8
United Community Banks Inc. (GA)
37
2,039,372
1.72
8
Bank of America Corp. (NC)
2
79,546
6.27
9
Fidelity Southern Corp. (GA)
29
1,965,490
1.66
9
Community Bankshares Inc. (GA)
3
72,848
5.74
38
Charter Financial Corp. (MHC) (GA)
5
235,888
0.20
10
BB&T Corp. (NC)
3
70,159
5.53
Total For Institutions In Market
1,345
118,450,382
Total For Institutions In Market
32
1,269,246
Auburn-Opelika, AL MSA
Pensacola Region - Santa Rosa & Escambia County
2012
Rank
Institution (ST)
2012
Number
of
Branches
2012
Total
Deposits in
Market
($000)
2012
Total
Market
Share
(%)
2012
Rank
Institution (ST)
2012
Number
of
Branches
2012
Total
Deposits in
Market
($000)
2012
Total
Market
Share
(%)
1
Auburn National Bancorp. (AL)
7
603,267
28.66
1
Regions Financial Corp. (AL)
18
1,105,409
23.59
2
BBVA
3
287,038
13.64
2
Wells Fargo & Co. (CA)
10
540,383
11.53
3
Regions Financial Corp. (AL)
3
222,439
10.57
3
Synovus Financial Corp. (GA)
13
527,259
11.25
4
BancorpSouth Inc. (MS)
3
194,370
9.23
4
Bank of America Corp. (NC)
8
426,083
9.09
5
PNC Financial Services Group (PA)
4
149,403
7.10
5
Hancock Holding Co. (MS)
8
401,101
8.56
6
Wells Fargo & Co. (CA)
4
133,352
6.33
6
SunTrust Banks Inc. (GA)
8
303,272
6.47
7
Charter Financial Corp. (MHC) (GA)
3
124,207
5.90
7
BBVA
5
216,524
4.62
8
Keystone Bank (AL)
1
105,321
5.00
8
Beach Community Bancshares Inc (FL)
5
190,591
4.07
9
BB&T Corp. (NC)
3
100,225
4.76
9
Charter Financial Corp. (MHC) (GA)
3
185,486
3.96
10
Trustmark Corp. (MS)
2
56,863
2.70
10
Gulf Coast Community Bank (FL)
5
169,329
3.22
Total For Institutions In Market
40
2,105,124
Total For Institutions In Market
83
4,686,342
Source:  SNL Financial.  Data as of  June 30, 2012, pro forma for closed and pending transactions which have occurred subsequent to June 30.

Rationale for the Conversion
9
Eliminates the uncertainties of the mutual holding company structure including the
difficulty of obtaining a waiver for dividends under current rules.
The stock holding company structure and incremental capital raised make Charter
Financial more attractive and facilitate future mergers and acquisitions.
Improves the liquidity of our shares of common stock.
Transitions us to a more familiar and flexible organizational structure.

213
50
26
0
20
40
60
80
100
120
140
160
180
200
220
$100M -
$300M
$300M -
$500M
$500M -
$750M
Total Assets:
$36.7 Billion
Total Assets:
$19.2 Billion
Total Assets:
$15.4 Billion
Potential Unassisted Transactions
10
Potential Opportunity Asset Size Distribution
Within 250 Miles of Charter’s Headquarters
Source:  SNL Financial as of most recent quarter available. Excludes mutuals and MHCs.
Total # Institutions with:
Texas Ratio < 100% = 289
Total Assets = $71.3 Billion
Total Branches = 1,435

11
20
11
5
4
3
0
1
0
5
10
15
20
25
30
Under $100M
$100M -
$300M
$300M -
$500M
$500M+
Georgia
Southern Alabama & Northwest Florida
Pipeline of Potential FDIC Transactions in Our Markets
11
Total # Institutions with:
Texas Ratio > 100% = 55
Total Assets = $17.5 Billion
Total Branches = 334
Potential Opportunity Asset Size Distribution
Source:  SNL Financial as of most recent quarter available.

Financial Information

Fiscal 1
st
Quarter 2013 Results and Developments
13
Total Deposits
Tangible Common Equity/
Total Assets
Net Income
$2.3 million
EPS
$0.13
Loan Loss Reserves
$8.38 million (Non-
covered)
Provision of $300K in the latest quarter brings 
ALL / Non-covered loans to 1.92% and
ALL / Non-covered NPLs to 262.6%
Nonperforming Assets /
Assets
0.53%**
Asset quality superior to peers
13.39%
$806.1 million
Successfully growing core deposits and deposit
fees while also continuing to reduce the cost of
deposits
Core Deposits*
$463.3 million
Retail Deposits
$775.4 million
* Core deposits consist of transaction accounts, money market accounts, and savings accounts.
** For non-covered assets.
ROAA
0.92%
Net Income improved due to lower credit costs
and non-interest expense
Pre-offering,
well
capitalized
and
continued                     
profitability despite difficult economic environment

Balance Sheet Highlights
14
[1] FDIC Acquisition of Neighborhood Community Bank.
[2] FDIC Acquisition of McIntosh Commercial Bank.
[3] FDIC Acquisition of First National Bank of Florida.
[4] Core deposits consist of transaction accounts, money market accounts, and savings accounts.
[5] Incremental capital raise of approximately $30 million (net).
(Dollars in $000's)
2009
[1]
2010
[2]
2011
[3]
2012
Q1 2013
Total Assets
$936,880
$1,186,082
$1,171,710
$1,032,220
$1,034,074
Loans, net
552,550
599,370
655,029
593,904
575,638
Legacy
462,786
451,231
419,979
427,676
426,370
Covered
89,764
148,139
235,050
166,228
149,268
Securities
206,061
133,183
158,737
189,379
179,246
Total Liabilities
$838,623
$1,052,746
$1,032,294
$889,699
$890,086
Retail Deposits
463,566
739,691
883,389
779,397
775,371
Core
[4]
216,902
313,170
447,176
456,292
463,345
Time
246,664
426,521
436,213
323,105
312,026
Total Borrowings
227,000
212,000
110,000
81,000
80,000
Total Equity
$99,345
$136,876
[5]
$139,416
$142,521
$143,989

Relative Balance Sheet Strength
Performance Versus Banking Peers
15
Charter Financial
Appraisal
Public Banks
Corporation
Peer Group
Peer Group
Total Assets ($000s)
$1,034,074
$1,301,462
$1,382,295
Tangible Common Equity/
Total Assets
13.39%
14.50%
8.74%
NPLs / Total Loans
0.73%
2.03%
1.83%
Reserves / Loans
1.92%
1.15%
1.70%
Reserves / NPAs
1.82x
0.71x
0.93x
MRQ ROAA
0.92%
0.87%
0.79%
Source:  SNL Financial.  Reflects available financial data as of most recent quarter.
Appraisal Peer Group comprised of  ESSA, FDEF, BANC, FXCB, FRNK, HBOS, HBCP, OABC, RCKB, UBNK and WFD, as provided by RP Financial.
Public Banks Peer group comprised of banks and thrifts with total assets between $800 million and $4 billion. Excludes merger targets.
*Nonperforming loans defined as nonaccrual loans plus loans 90 days past due and accruing. Excludes nonperforming assets covered by loss sharing 
agreement with FDIC.

Funding Mix
16
32.1%
Funding by Type
($ Million)
Average cost of deposits for the three
months ended December 31, 2012:
0.68%
Deposits by Type
Core Deposits –
Transaction, Savings & Money Market Accounts
At December 31, 2012
Core Deposits
Retail CD's
Wholesale Funding

Loan Portfolio Mix –
Total Loans
17
($ Million)
1-4 Family
Commercial Real Estate
Consumer & Other
Real Estate Construction
FDIC Covered[1]
C & I
[1] Covered loans are presented net of non-accretable differences and allowance for covered loan losses and have not been reduced for accretable
discounts and discounts on acquired performing loans.

Loans Outstanding at December 31, 2012
18
*Covered loans are presented net of non-accretable difference, as presented in the most recent 10-Q.
$0
$50
$100
$150
$200
$250
$300
$350
$400
Non Covered Loans
FDIC Covered Loans*
$116
$377
$33
$22
$48
($ Million)
1-4 Family
Commercial Real Estate
Commercial
Consumer & Other
Real Estate Construction
FDIC Covered

Non-performing Loans / Total Loans*
19
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.
*Total loans exclude non-covered loans.
At
2008
2009
2010
2011
2012
12/31/12
NPAs / Total Non-Covered Assets (%)
1.68%
2.16%
2.33%
1.99%
0.66%
0.53%
NCOs / Average Non-Covered Loans (%)
0.24%
0.71%
0.90%
0.48%
0.86%
0.10%
ALLL Non-Covered Loans / NPLs (x)
0.77x
0.71x
0.84x
0.80x
2.38x
2.63x
Allowance / Total Loans (%)
1.89%
1.98%
2.12%
2.19%
1.87%
1.92%
Appraisal Peer Group comprised of  ESSA, FDEF, BANC, FXCB, FRNK, HBOS, HBCP, OABC, RCKB, UBNK and WFD, as provided by RP Financial.
Public Banks Peer group comprised of banks and thrifts with total assets between $800 million and $4 billion. Excludes merger targets.

$0
$5
$10
$15
$20
$25
9/30/2008
9/30/2009
9/30/2010
9/30/2011
9/30/2012
12/31/2012
REO
Non Accrual
90+ Days Delinquent and Accruing
30-89 Days Delinquent and Accruing
$13
$18
$21
$16
$6
$5
Asset Quality –
Non-Covered
20
($ Million)

Loan Delinquency Overview
21
Loan
Delinquency
-
Non
Covered
Loans
as
of
December
31,
2012
Greater than
Loans > 90
30-89 Days
90 Days
Total
Total
Days
(Dollars in 000s)
Past Due
Past Due
Past Due
Current
Loans
Accruing
1-4 family residential real estate
$2,258
$218
$2,476
$101,231
$103,707
$81
Commercial real estate
1,112
0
1,112
248,501
249,613
0
Commercial
175
0
175
17,645
17,820
0
Real estate construction
0
0
0
46,773
46,773
0
Consumer and other
173
14
187
17,711
17,898
0
Total
$3,718
$232
$3,950
$431,861
$435,811
$81
Loan
Delinquency
-
Covered
Loans
as
of
December
31,
2012
Greater than
Loans > 90
30-89 Days
90 Days
Total
Total
Days
(Dollars in 000s)
Past Due
Past Due
Past Due
Current
Loans
[1]
Accruing
1-4 family residential real estate
$686
$862
$1,548
$10,600
$12,148
$862
Commercial real estate
3,535
17,936
21,471
106,358
127,829
17,936
Commercial
391
2,291
2,682
12,077
14,759
2,291
Real estate construction
-
-
-
1,431
1,431
-
Consumer and other
43
161
204
3,963
4,167
161
Total
$4,655
$21,250
$25,905
$134,429
$160,334
$21,250
[1] Covered loan balances are net of non-accretable differences and allowance for covered loan losses and have not been reduced by $11,037 of accretable discounts and
discounts on acquired performing loans.

Securities Portfolio
22
Reflects estimated fair value as of December 31, 2012.  See footnotes to financial statements in the prospectus.
Total Securities Available for Sale of $179 Million

Income Statement Highlights
23
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.
(Dollars in $000s)
2009
2010
2011
2012
Net Interest Income
$17,741
$27,201
$30,558
$37,512
Provision for Non Covered Loan Losses
$4,550
$5,800
$1,700
$3,300
Provision for Covered Loan Losses
$0
$420
$1,200
$1,202
Non-Interest Income
$12,011
$17,510
$9,283
$12,915
Non-Interest Expense
$22,581
$30,469
$33,942
$40,307
Income Tax Expense
$306
$2,087
$694
$639
Net Income
$2,315
$5,935
$2,305
$4,979

Consistent ROAA Growth
24
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.
0.09%
0.17%
0.46%
0.57%
0.68%
0.92%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
Q4 2011
Q1 2012
Q2 2012
Q3 2012
Q4 2012
Q1 2013
ROAA

Net Interest Margin Trends
25
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.

Net Operating Revenue
Net Interest Income + Noninterest Income
26
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.
The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.
($ Million)

$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
FY 2008
FY 2009
FY 2010
FY 2011
FY 2012
Q1 2013
Annualized
Marketing
Professional Services
Occupancy
Other
Salaries and Benefits
$20.3
$22.6
$30.5
$33.9
$40.3
$33.3
23.6%
13.1%
56.2%
48.0%
21.7%
21.6%
46.4%
21.1%
21.5%
21.7%
22.8%
45.3%
44.5%
26.0%
20.5%
56.4%
14.0%
21.7%
Noninterest Expense
27
Note:  The above chart displays information based on Charter’s fiscal year end, which is September 30.
($ Million)

Offering Overview

Pro Forma Offering Summary
At
or
for
the
Year
Ended
September
30,
2012;
Based
upon
the
Sale
at
$10.00
per
share
29
Minimum
Midpoint
Maximum
(Amounts in thousands, except per share amounts)
Shares Offered
11,475,000
13,500,000
15,525,000
Exchange Shares
6,781,928
7,978,739
9,175,550
Pro Forma Market Capitalization
$182,569
$214,787
$247,005
Gross Proceeds of Stock Offering
$114,750
$135,000
$155,250
Estimated Net Proceeds, As Adjusted
$102,320
$120,549
$138,778
Exchange Ratio
1.0015x
1.1782x
1.3550x
Pro Forma Net Income
$4,193
$4,054
$3,917
Pro Forma Income Per Share
$0.24
$0.19
$0.16
Pro Forma Shareholders' Equity
$244,765
$262,994
$281,223
Pro Forma Tangible Shareholders' Equity
$239,159
$257,388
$275,617
Pro Forma Book Value Per Share
$13.41
$12.24
$11.39
Pro Forma Tangible Book Value Per Share
$13.10
$11.98
$11.16
Price / Pro Forma Net Income Per Share
41.67x
52.63x
62.50x
Price / Pro Forma Book Value Per Share
74.6%
81.7%
87.8%
Price / Pro Forma Tangible Book Value Per Share
76.3%
83.5%
89.6%
Pro Forma Total Shareholders' Equity / Total Assets
21.6%
22.8%
24.0%
Pro Forma Tangible Shareholders' Equity / Total Assets
21.1%
22.3%
23.5%

Pro Forma Offering Summary
30
Compared to the median of an appraisal peer group prepared by RP
Financial,
Charter’s valuation represents a discount of 21% at the minimum, 14% at the
midpoint and 8% at the maximum on a price to pro forma tangible book value basis
Peer market data as of 2/22/2013. Based on most recent quarter information.
[1] Appraisal Peer Group from prospectus, comprised of  ESSA, FDEF, BANC, FXCB, FRNK, HBOS, HBCP, OABC, RCKB, UBNK and WFD, as provided
by RP Financial.
Price/
Earnings
Book Value
Tangible Book Value
Maximum
82.40x
87.8%
89.6%
Midpoint
68.50x
81.7%
83.5%
Minimum
55.77x
74.6%
76.3%
Appraisal Peer Group
[1]
Average
28.74x
100.4%
105.4%
Median
24.08x
96.2%
97.7%

Exchange of “Old”
Charter Financial Common Stock
31
If you are a shareholder of “Old”
Charter Financial, the existing publicly-traded mid-
tier holding company, your shares will be exchanged for new shares of “New”
Charter Financial
The number of shares that you will receive will be based on an exchange ratio, which
will depend on the number of shares that are sold in the offering
The following table provides a summary of the exchange:
Shares of New Charter
Shares
Shares
Total
Financial to be
Sold in
Issued in
Shares
Received for 100
Equivalent
the
the
to be
Exchange
Existing Shares of
Per Share
Offering
Exchange
Outstanding
Raio
Old Charter Financial
(1)
Value
(2)
Minimum
11,475,000
6,781,928
18,256,928
1.0015
100
$10.02
Midpoint
13,500,000
7,978,739
21,478,739
1.1782
117
$11.78
Maximum
15,525,000
9,175,550
24,700,550
1.3550
135
$13.55
(1)
Cash will be paid instead of issuing any fractional shares.
(2)
Represents the value of shares of New Charter Financial common stock to be received in the conversion by a holder of one share of
“Old”
Charter Financial, pursuant to the exchange ratio, based upon the $10.00 per share purchase price.

How to Order
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Complete and sign the Stock Order Form
Payment
Enclose a check or money order
Authorize withdrawal from a CharterBank deposit account, other than those
accounts with check-writing privileges and retirement accounts
Order form and payment must be received on or before 2:00 pm, Eastern Time,
March 19, 2013.
BY MAIL: Using the Stock Order Reply Envelope included in packages
BY HAND: To CharterBank’s executive office located at 1233 O.G. Skinner
Drive, West Point, GA.
BY OVERNIGHT DELIVERY: To Charter Financial Corporation, C/O Stifel
Nicolaus, Attn: Stock Information Center, 18 Columbia Turnpike, Florham Park,
NJ 07932

Stock Ownership Statement
33
All shares of Charter Financial Corporation common stock sold will be issued in
book entry form and held electronically on the books of our transfer agent. Stock
certificates will not be issued. A statement reflecting ownership of shares of common
stock issued in the subscription and community offerings will be
mailed by our
transfer agent to the persons entitled thereto at the registration address noted by them
on their stock order form as soon as practicable following consummation of the
conversion.
We expect trading in the stock to begin on the day of completion
of the
conversion and stock offering or the next business day. Until your account number
reflecting ownership of common stock is available and the statement is mailed to
purchasers, purchasers may not be able to sell the shares of common stock
which they ordered, even though the common stock will have begun
trading.
Your ability to sell the shares of common stock before receiving
your statement will
depend on arrangements you may make with a brokerage firm.

34
Questions?
Stock Information Center
18 Columbia Turnpike
Florham Park, New Jersey 07932
All Orders Should be Received by 2:00 p.m.
Eastern Time, March 19, 2013
Questions?
1-(877) 821-5778
10:00
a.m.
to
4:00
p.m.
Eastern
Time,
Monday
-
Friday

Investment Merits
Positioned to be opportunistic….
Favorable credit quality, robust capital position & increasing
profitability
Ample supply of in-market acquisition candidates, both Whole Bank
and FDIC-Assisted
Numerous would be acquirers side-lined
Experience in FDIC acquisitions
Existing infrastructure can support a larger balance sheet
Performing loan portfolio and capacity to reduce wholesale funding
lessens pressure to make new loans in unsettled environment
Track record of returns to shareholders
35

36
Questions?
Stock Information Center
18 Columbia Turnpike
Florham Park, New Jersey 07932
All Orders Should be Received by 2:00 p.m.
Eastern Time, March 19, 2013
Questions?
1-(877) 821-5778
10:00 a.m. to 4:00 p.m. Eastern Time, Monday -
Friday