Exhibit 99.4

EX-99.4 31 dex994.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

Peoples Federal Bancshares, Inc.

Peoples Federal Savings Bank

3/15/10

PROPOSED MAILING AND INFORMATIONAL MATERIALS

INDEX

Produced by the Financial Printer


1.		Dear Member Letter*

2.		Dear Member Letter for Non Eligible States*

3.		Dear Friend Letter - Eligible Account Holders who are no longer Depositors*

4.		Dear Potential Investor Letter*

5.		Dear Customer Letter - Used as a Cover Letter for States Requiring “Agent” Mailing*

6. – 9		Proxy and Stock Q&A*

10.		Proxy Request Letter (immediate follow-up)

11.		Proxy Request

12.		Stock Order Form (page 1 of 2)*

13.		Stock Order Form Certification (page 2 of 2)*

14.		Stock Order Form Guidelines*

15.		OTS Guidance Letter*

Produced by the Conversion Center

16.		Mailing Insert/Lobby Poster

17.		Invitation Letter - Informational Meetings

18.		Dear Subscriber/Acknowledgment Letter - Initial Response to Stock Order Received

19.		Dear Shareholder - Confirmation Letter

20.		Dear Interested Investor - No Shares Available Letter

21.		Welcome Shareholder Letter - For Initial Certificate Mailing

22.		Dear Interested Subscriber Letter—Subscription Rejection

23.		Letter for Sandler O’Neill Mailing to Clients*

*Accompanied by a Prospectus

Peoples Federal Bancshares, Inc.

Dear Member:

The Board of Directors of Peoples Federal MHC has voted unanimously in favor of a plan of conversion and reorganization whereby Peoples Federal MHC will convert from the mutual form to the stock form of organization. We are converting so that Peoples Federal Savings Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To continue our long-standing commitment to our local communities, we intend to establish and fund through a contribution of shares of our common stock a charitable foundation to be known as the Peoples Federal Savings Bank Charitable Foundation. The foundation will be dedicated to charitable purposes within the communities in which the Bank operates.

To accomplish the conversion and the establishment and funding of the foundation, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote in favor of the plan of conversion and reorganization and in favor of the foundation and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Peoples Federal Savings Bank acts as trustee and we do not receive a proxy from you, Peoples Federal Savings Bank, as trustee for such account, intends to vote in favor of the plan of conversion and reorganization and in favor of the foundation on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of conversion and reorganization is approved, let me assure you that:

•

deposit accounts will continue to be federally insured to the same extent permitted by law;

•

existing deposit accounts and loans will not undergo any change; and

•

voting for approval will not obligate you to buy any shares of common stock.

As a qualifying account holder, you may take advantage of your nontransferable rights to subscribe for shares of Peoples Federal Bancshares, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Peoples Federal Savings Bank and Peoples Federal Bancshares, Inc.

If you wish to subscribe for shares of common stock, please complete the enclosed stock order form and return it to Peoples Federal Bancshares, Inc., together with your payment for the shares, by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by hand delivery, or by overnight courier to the Peoples Federal Bancshares, Inc. conversion center located at 435 Market St., Brighton, MA 02135. Stock order forms will not be accepted at any branch offices other than the main office. Your order must be physically received (not postmarked) by Peoples Federal Bancshares, Inc. no later than 3:00 p.m., Eastern time, on day, , 2010. Please read the prospectus carefully before making an investment decision.

If you have any questions after reading the enclosed material, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, May 28 through 12:00 noon Tuesday, June 1, in observance of the Memorial Day Holiday.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Peoples Federal Savings Bank, Peoples Federal MHC, Peoples Federal Bancshares, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Peoples Federal Bancshares, Inc.

Dear Member:

If the plan of conversion and reorganization is approved let me assure you that:

•

deposit accounts will continue to be federally insured to the fullest extent permitted by law; and

•

existing deposit accounts and loans will not undergo any change.

We regret that we are unable to offer you common stock in the subscription offering because the laws of your state or jurisdiction require us to register (1) the to-be-issued common stock of Peoples Federal Bancshares, Inc. or (2) an agent of Peoples Federal Savings Bank to solicit the sale of such stock, and the number of eligible subscribers in your state or jurisdiction does not justify the expense of such registration.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Peoples Federal Bancshares, Inc.

Dear Friend of Peoples Federal Savings Bank:

As a former account holder, you may take advantage of your nontransferable right to subscribe for shares of Peoples Federal Bancshares, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Peoples Federal Savings Bank and Peoples Federal Bancshares, Inc.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Peoples Federal Bancshares, Inc.

Dear Potential Investor:

We are pleased to provide you with the enclosed material in connection with the stock offering by Peoples Federal Bancshares, Inc. We are raising capital to support Peoples Federal Savings Bank’s future growth.

This information packet includes the following:

PROSPECTUS: This document provides detailed information about the operations of Peoples Federal Savings Bank and the proposed stock offering by Peoples Federal Bancshares, Inc. Please read it carefully before making an investment decision.

STOCK ORDER FORM: Use this form to subscribe for shares of common stock and return it to Peoples Federal Bancshares, Inc., together with your payment for the shares, by mail using the enclosed postage-paid stock order return envelope, by hand delivery, or by overnight courier to the Peoples Federal Bancshares, Inc. conversion center located at 435 Market St., Brighton, MA 02135. Stock order forms will not be accepted at any branch offices other than the main office. Your order must be physically received (not postmarked) by Peoples Federal Bancshares, Inc. no later than 3:00 p.m., Eastern time, on day, , 2010. Please read the prospectus carefully before making an investment decision.

We are pleased to offer you this opportunity to become one of our shareholders. If you have any questions regarding the stock offering or the prospectus, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Sandler O’Neill & Partners, L.P.

Dear Customer of Peoples Federal Savings Bank:

At the request of Peoples Federal Savings Bank and its proposed new holding company, Peoples Federal Bancshares, Inc., we have enclosed material regarding the offering of common stock of Peoples Federal Bancshares, Inc. The material is offered in connection with the conversion of Peoples Federal MHC from the mutual to the stock form of organization. These materials include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of Peoples Federal Bancshares, Inc.

Please read the prospectus carefully before making an investment decision. If you decide to subscribe for shares, you must return the properly completed and signed stock order form, along with full payment for the shares, to Peoples Federal Bancshares, Inc., by mail using the enclosed postage-paid stock order return envelope, by hand delivery, or by overnight courier to the Peoples Federal Bancshares, Inc. conversion center located at 435 Market St., Brighton, MA 02135. Stock order forms will not be accepted at any branch offices other than the main office. Your order must be physically received (not postmarked) by Peoples Federal Bancshares, Inc. no later than 3:00 p.m., Eastern time, on day, , 2010.

If you have any questions after reading the enclosed material, please call the conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time, and ask for a Sandler O’Neill representative.

We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. We should not be understood as recommending or soliciting in any way any action by you with regard to the enclosed material.

Sandler O’Neill & Partners, L.P.

Enclosures

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[cover page]

Questions & Answers About the Conversion

Peoples Federal Bancshares, Inc.

Questions & Answers

About the Conversion

The Boards of Directors of Peoples Federal MHC have voted unanimously in favor of a plan of conversion and reorganization whereby Peoples Federal MHC will convert from the mutual to the stock form of organization, subject to the affirmative vote of a majority of the total number of outstanding votes entitled to be cast by the members of Peoples Federal MHC at a special meeting of members. In connection with the conversion, Peoples Federal Savings Bank’s new holding company, Peoples Federal Bancshares, Inc., is offering shares of its common stock for sale in an initial public offering.

In addition, as part of the offering and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund, through a contribution of shares of our common stock, a charitable foundation to be known as The Peoples Federal Savings Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

Your vote is very important. If you have more than one account, you may receive more than one proxy. Please vote today by returning all proxy cards received.

Your Board of Directors urges you to vote “FOR” the conversion and return your proxy today.

Effect on Deposits and Loans

Q.	Will the conversion affect any of my deposit accounts or loans?

A.	No. The conversion will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible. The terms, including interest rates, of your loans with us will also be unaffected by the conversion.

About Voting

Q.	Who is eligible to vote on the conversion?

Depositors of Peoples Federal Savings Bank as of the close of business on , 2010 (the “Voting Record Date”) and borrowers who had loans outstanding as of the close of business on January 19, 1983 whose loans as of that date continue to be outstanding as of , 2010 are eligible to vote at the special meeting of members.

Q.	How do I vote?

A.	You may vote by mailing your signed proxy card(s) in the enclosed postage-paid envelope marked “PROXY RETURN.” Should you choose to attend the special meeting of members to be held on , 2010, and decide to change your vote, you may do so by revoking any previously executed proxy.

Q.	Am I required to vote?

A.	No. Depositors and borrowers members are not required to vote. However, because the conversion will produce a fundamental change in the Bank’s corporate structure, the Board of Directors encourages all members to vote.

Q.	Why did I receive several proxies?

A.	If you have more than one account, you may have received more than one proxy, depending upon the ownership structure of your accounts. Please vote, sign, date and return all proxy cards that you received.

Q.	Does my vote for the conversion mean that I must buy common stock of Peoples Federal Bancshares, Inc.?

A.	No. Voting for the plan of conversion and reorganization does not obligate you to buy shares of common stock of Peoples Federal Bancshares, Inc.

Q.	Are two signatures required on the proxy card for a joint account?

A.	Only one signature is required on a proxy card for a joint account.

Q.	Who must sign proxies for trust or custodian accounts?

A.	The trustee or custodian must sign proxies for such accounts, not the beneficiary.

Q.	I am the executor (administrator) for a deceased depositor. Can I sign the proxy card?

A.	Yes. Please indicate on the card the capacity in which you are signing.

About The Common Stock

Investment in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus.

Q.	Who can purchase stock?

A.	The common stock of Peoples Federal Bancshares, Inc. will be offered in the subscription offering in the following order of priority:

Eligible Account Holders - depositors of Peoples Federal Savings Bank with accounts totaling $50 or more as of December 31, 2008;

Peoples Federal Savings Bank’s employee stock ownership plan;

Supplemental Eligible Account Holders - depositors of Peoples Federal Savings Bank with accounts totaling $50 or more as of March 31, 2010; and

Other Members - depositors of Peoples Federal Savings Bank with accounts as of , 2010 and borrowers as of January 19, 1983 whose loans as of that date continue to be outstanding as of the close of business on , 2010.

Upon completion of the subscription offering, common stock that is not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering.

Q.	Am I guaranteed to receive shares by placing an order?

No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

Q.	Will any account I hold with the Bank be converted into stock?

A.	No. All accounts remain as they were prior to the conversion.

Q.	How many shares of stock are being offered, and at what price?

A.	Peoples Federal Bancshares, Inc. is offering for sale a maximum of 5,750,000 shares of common stock at a subscription price of $10 per share. Under certain circumstances, Peoples Federal Bancshares, Inc. may increase the maximum and sell up to 6,612,500 shares.

Q.	How much stock can I purchase?

The minimum purchase is $250 (25 shares). As more fully discussed in the plan of conversion and reorganization and in the prospectus, the maximum purchase by any person in the subscription or community offering is $250,000 (25,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $350,000 (35,000 shares) of common stock in the offering.

Q.	How do I order stock?

If you decide to subscribe for shares, you must return the properly completed and signed stock order form, along with full payment for the shares, to Peoples Federal Bancshares, Inc., by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by hand delivery, or by overnight courier to the Peoples Federal Bancshares, Inc. conversion center located at 435 Market St., Brighton, MA 02135. Stock order forms will not be accepted at any branch offices other than the main office. Your order must be physically received (not postmarked) by Peoples Federal Bancshares, Inc. no later than 3:00 p.m., Eastern time, on day, , 2010. Please read the prospectus carefully before making an investment decision.

Q.	How can I pay for my shares of stock?

You can pay for the common stock by check, money order, or withdrawal from your deposit account or certificate of deposit at Peoples Federal Savings Bank. Checks and money orders must be made payable to Peoples Federal Bancshares, Inc. Withdrawals from a deposit account or a certificate of deposit at Peoples Federal Savings Bank to buy shares of common stock may be made without penalty. Cash must be converted to a bank check or money order. Please do not send cash in the mail.

Q.	Can I use my Peoples Federal Savings Bank home equity line of credit to subscribe for shares of common stock?

A.	No. Peoples Federal Savings Bank cannot knowingly lend funds to anyone for them to subscribe for shares. This includes the use of funds available through a Peoples Federal Savings Bank home equity line of credit.

Q.	When is the deadline to subscribe for stock?

A.	An executed stock order form with the required full payment must be physically received (not postmarked) by Peoples Federal Bancshares, Inc. no later than 3:00 p.m., Eastern time on day, , 2010.

Q.	Can I subscribe for shares using funds in my IRA at Peoples Federal Savings Bank?

No. Federal regulations do not permit the purchase of common stock with your existing IRA or other qualified plan at Peoples Federal Savings Bank. To use such funds to subscribe for common stock, you need to establish a “self directed” trust account with an unaffiliated trustee. The transfer of such funds takes time, so please make arrangements as soon as possible. However, if you intend to use other funds to subscribe for common stock due to your eligibility as an IRA account holder, you need not close and transfer the IRA account. Please call our conversion center if you require additional information.

Q.	Can I subscribe for shares and add someone else who is not on my account to my stock registration?

A.	No. Applicable regulations prohibit the transfer of subscription rights. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights and could result in legal action against you.

Q.	Can I subscribe for shares in my name alone if I have a joint account?

A.	No. With the exception of certain orders placed through an IRA, Keogh or 401(k) plan, a name can be deleted only in the event of the death of a named eligible depositor.

Q.	Will payments for common stock earn interest until the conversion closes?

Yes. Any payment made in cash or by check or money order will earn interest at Peoples Federal Savings Bank’s statement savings rate from the date of receipt to the completion or termination of the conversion. Depositors who elect to pay for their common stock by a withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

Q.	Will dividends be paid on the stock?

A.	We have not determined whether we will pay a dividend on the common stock. After the offering, we will consider a policy of paying regular cash dividends.

Q.	Will my stock be covered by deposit insurance?

No.

Q.	Where will the stock be traded?

A.	Upon completion of the conversion, our shares of common stock are expected to be listed on the Nasdaq Capital Market under the symbol “PEOP.”

Q.	Can I change my mind after I place an order to subscribe for stock?

A.	No. After receipt, your order may not be modified or withdrawn.

About The Charitable Foundation

Q.	What is The Peoples Federal Savings Bank Charitable Foundation and why is it being established?

In keeping with our long-standing commitment to our community, the plan of conversion and reorganization provides for the establishment and funding of a charitable foundation to be known as The Peoples Federal Savings Bank Charitable Foundation. The foundation will be dedicated to charitable causes within the communities in which Peoples Federal Savings Bank operates.

Q.	Will The Peoples Federal Savings Bank Charitable Foundation be established and funded if the conversion is not approved and completed?

No. The Peoples Federal Savings Bank Charitable Foundation will only be established and funded if both the Plan of Conversion and the foundation are approved by the members. However, if we receive all approvals we are permitted to complete the conversion without the foundation, if the foundation is not approved by our members.

Additional Information

Q.	What if I have additional questions or require more information?

Peoples Federal Bancshares, Inc.’s prospectus that accompanies this brochure describes the conversion in detail. Please read the prospectus carefully before subscribing for stock. If you have any questions after reading the enclosed material, you may call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, May 28 through 12:00 noon Tuesday, June 1, in observance of the Memorial Day Holiday. Additional material may only be obtained from the conversion center.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the applicable expiration date, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Peoples Federal Bancshares, Inc.

Dear Member:

As a follow-up to our recent mailing, this is to remind you that your vote is very important.

To accomplish the conversion and the establishment and funding of the charitable foundation, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by casting your vote in favor of the plan of conversion and reorganization and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of conversion and reorganization is approved, let me assure you that:

•

deposit accounts will continue to be federally insured to the same extent permitted by law;

•

existing deposit accounts and loans will not undergo any change; and

•

voting for approval will not obligate you to buy any shares of common stock.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PROXY REQUEST

Logo

WE NEED YOUR VOTE

Dear Member of Peoples Federal Savings Bank:

Your vote on our plan of conversion and reorganization has not yet been received. Your vote is very important to us. Please vote and mail the enclosed proxy today. If you have more than one account, you may receive more than one proxy. Please complete and mail all proxies you receive.

Remember: Voting does not obligate you to buy stock. Your Board of Directors has approved the plan of conversion and reorganization and urges you to vote in favor of the conversion and in favor of the charitable foundation. Your deposit accounts or loans with Peoples Federal Savings Bank will not be affected in any way. Deposit accounts will continue to be federally insured to the legal maximum.

A postage-paid envelope is enclosed with the proxy card. If you have any questions, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

If you have more than one account, you may receive more than one proxy.

Please vote today by returning all proxy cards received.

Read This First

Office of Thrift Supervision Guidance for Accountholders

Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact the Office of Thrift Supervision (OTS) at (202) 906-6202. The OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.

Below is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the conversion center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.

What Investors Need to Know

Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:

•

Know the Rules — By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

•

“Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

•

Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

•

Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

Peoples Federal Savings Bank

LOGO

Please Support Us

Vote Your Proxy Card Today

If you have more than one account, you may have received more than one proxy depending upon the

ownership structure of your accounts. Please vote, sign and return all proxy cards that you received.

Peoples Federal Bancshares, Inc.

, 2010

Dear :

The Boards of Directors of Peoples Federal Savings Bank and Peoples Federal Bancshares, Inc. have voted unanimously in favor of a plan of conversion and reorganization, whereby Peoples Federal Savings Bank will convert from the mutual to the stock form of organization.

To learn more about the stock offering you are cordially invited to join members of our senior management team at a community meeting to be held on at :00 . , Eastern time.

A member of our staff will be calling to confirm your interest in attending the meeting.

If you would like additional information regarding the meeting or our conversion, please call our conversion center at - - , Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m., Eastern time.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Conversion Center)

Peoples Federal Bancshares, Inc.

, 2010

Dear Subscriber:

We hereby acknowledge receipt of your order for shares of Peoples Federal Bancshares, Inc. common stock. If you are issued shares, the shares will be registered as indicated above.

At this time, we cannot confirm the number of shares of Peoples Federal Bancshares, Inc. common stock that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of conversion and reorganization.

If you have any questions, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Peoples Federal Bancshares, Inc.

Conversion Center

(Printed by Conversion Center)

Peoples Federal Bancshares, Inc.

, 2010

Dear Shareholder:

Our subscription offering has been completed and we are pleased to confirm your subscription for shares at a price of $10.00 per share. If your subscription was paid for by check, interest and any refund due to you will be mailed promptly.

The closing of the transaction occurred on , 2010; this is your stock purchase date. Trading will commence on the Nasdaq Capital Market under the symbol “PEOP” on , 2010.

Thank you for your interest in Peoples Federal Bancshares, Inc. Your stock certificate will be mailed to you shortly.

Peoples Federal Bancshares, Inc.

Conversion Center

(Printed by Conversion Center)

Peoples Federal Bancshares, Inc.

, 2010

Dear Interested Investor:

We recently completed our subscription offering. Unfortunately, due to the excellent response from our Eligible Account Holders, stock was not available for our Supplemental Eligible Account Holders, Other Members or community friends. If your subscription was paid for by check, a refund of any balance due to you with interest will be mailed promptly.

We appreciate your interest in Peoples Federal Bancshares, Inc. and hope you become an owner of our stock in the future. The stock is expected to trade on the Nasdaq Capital Market under the symbol “PEOP” on , 2010.

Peoples Federal Bancshares, Inc.

Conversion Center

(Printed by Conversion Center)

Peoples Federal Bancshares, Inc.

, 2010

Welcome Shareholder:

We are pleased to enclose your stock certificate representing your shares of common stock of Peoples Federal Bancshares, Inc. Please examine your stock certificate to be certain that it is properly registered. If you have any questions about your certificate, you should contact the Transfer Agent immediately at the following address:

Registrar and Transfer Company

Attention: Investor Relations Department

10 Commerce Drive

Cranford, NJ 07016

1 (800) 368-5948

email: info@rtco.com

Please remember that your certificate is a negotiable security that should be stored in a secure place, such as a safe deposit box or on deposit with your stockbroker.

On behalf of the Board of Directors, officers and employees of Peoples Federal Bancshares, Inc., I thank you for supporting our offering.


Sincerely,

Maurice H. Sullivan, Jr.		Thomas J. Leetch Jr.
Chairman and Chief Executive Officer		President and Chief Operating Officer

(Printed by Conversion Center)

Peoples Federal Bancshares, Inc.

, 2010

Dear Interested Subscriber:

We regret to inform you that Peoples Federal Savings Bank and Peoples Federal Bancshares, Inc., the holding company for Peoples Federal Savings Bank, did not accept your order for shares of Peoples Federal Bancshares, Inc. common stock in its community offering. This action is in accordance with our plan of conversion and reorganization, which gives Peoples Federal Savings Bank and Peoples Federal Bancshares, Inc. the absolute right to reject the order of any person, in whole or in part, in the community offering.

If your subscription was paid for by check, enclosed is your original check.

Peoples Federal Bancshares, Inc.

Conversion Center

(Printed by Conversion Center)

Sandler O’Neill & Partners, L.P.

, 2010

To Our Friends:

We are enclosing material in connection with the stock offering by Peoples Federal Bancshares, Inc., the proposed holding company for Peoples Federal Savings Bank. Peoples Federal Bancshares, Inc. is raising capital to support Peoples Federal Savings Bank’s future growth.

Sandler O’Neill & Partners, L.P. is acting as financial and marketing advisor in connection with the subscription offering, which will conclude at : p.m., Eastern time, on , 2010. In the event that all the stock is not sold in the subscription and community offering, Sandler O’Neill may form and manage a syndicated community offering to sell the remaining stock.

Members of the general public are eligible to participate. If you have any questions about this transaction, please do not hesitate to call.

Sandler O’Neill & Partners, L.P.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Sandler O’Neill)