S-1

As filed with the Securities and Exchange Commission on September 16, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Wolverine Bancorp, Inc. and

Wolverine Bank 401(k) Profit Sharing Plan

(Exact Name of Registrant as Specified in Its Charter)

Maryland	6712	Being applied for
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

5710 Eastman Avenue

Midland, Michigan 48640

(989) 631-4280

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Mr. David H. Dunn

President and Chief Executive Officer

5710 Eastman Avenue

Midland, Michigan 48640

(989) 631-4280

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Agent for Service)

Copies to:

Eric Luse, Esq. Steven Lanter, Esq. Luse Gorman Pomerenk & Schick, P.C. 5335 Wisconsin Avenue, N.W. Suite 780 Washington, D.C. 20015 (202) 274-2000 Lori M. Beresford, Esq. Kilpatrick Stockton LLP 607 14^th Street, N.W. Suite 900 Washington, DC 20005 (202) 508-5880

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	3,901,375	$10.00	$39,013,750 (1)	$2,782
Participation interests	169,846 interests			(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The securities of Wolverine Bancorp, Inc. to be purchased by the Wolverine Bank 401(k) Profit Sharing Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Interests in

WOLVERINE BANK

401(k) PLAN

Offering of Participation Interests in up to 169,846 Shares of

WOLVERINE BANCORP, INC.

COMMON STOCK

In connection with the conversion of Wolverine Bank (“Wolverine Bank” or the “Bank”) from the mutual to the stock form of organization and the related offering of shares of common stock of Wolverine Bancorp, Inc., Wolverine Bancorp, Inc. and the Bank are allowing participants in the Wolverine Bank 401(k) Plan (the “Plan”) to invest all or a portion of their accounts in the common stock of Wolverine Bancorp, Inc.

Wolverine Bank adopted the Plan, effective as of September 15, 2010, for the benefit of the Bank’s employees. The Plan replaced the Pentegra Defined Contribution Plan for Financial Institutions (the “Prior Plan”). The account balances of active employees of the Bank have been transferred from the Prior Plan to the Plan provided that such active employees consented to the transfer.

Wolverine Bank has registered on behalf of the Plan up to 169,846 participation interests so that the trustee of the Plan could purchase up to 169,846 shares of Wolverine Bancorp, Inc. common stock in the offering at the purchase price of $10.00 per share. This prospectus supplement relates to the initial election of Plan participants to direct the trustee of the Plan to invest all or a portion of their Plan accounts in stock units representing an ownership interest in the common stock of Wolverine Bancorp, Inc. at the time of the stock offering.

The prospectus of Wolverine Bancorp, Inc., dated [                    ], accompanies this prospectus supplement. It contains detailed information regarding the conversion and stock offering of Wolverine Bancorp, Inc. common stock and the financial condition, results of operations and business of Wolverine Bancorp, Inc. and Wolverine Bank. This prospectus supplement provides information regarding the Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see the “Risk Factors” section of the prospectus.

The interests in the Plan and the offering of Wolverine Bancorp, Inc. common stock have not been approved or disapproved by the Office of Thrift Supervision, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by Wolverine Bancorp, Inc. of interests or shares of common stock pursuant to the Plan. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the Plan.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. Wolverine Bancorp, Inc., Wolverine Bank and the Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock or stock units representing an ownership interest in Wolverine Bancorp, Inc. common stock shall under any circumstances imply that there has been no change in the affairs of Wolverine Bancorp, Inc. or any of its subsidiaries or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [                    ].

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TABLE OF CONTENTS

THE OFFERING	1
Securities Offered	1
Election to Purchase Common Stock in the Offering: Priorities	1
Composition and Purpose of Stock Units	3
Value of the Plan Assets	4
In Order to Participate in the Offering	4
How to Order	4
Order Deadline	6
Irrevocability of Transfer Direction	6
Other Purchases in Your Account During the Offering Period	6
Direction to Purchase Wolverine Bancorp, Inc. Stock Fund Units after the Offering	7
Purchase Price of Common Stock in the Offering	7
Nature of a Participant’s Interest in the Common Stock	7
Voting Rights of Common Stock	7
DESCRIPTION OF THE PLAN	8
Introduction	8
Eligibility and Participation	8
Contributions under the Plan	9
Limitations on Contributions	9
Vesting under the Plan	9
Investment of Contributions and Account Balances	10
Withdrawals and Distributions from the Plan	16
Administration of the Plan	16
Amendment and Termination	17
Merger, Consolidation or Transfer	17
Federal Income Tax Consequences	18
Notice of Your Rights Concerning Employer Securities	19
Additional ERISA Considerations	20
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	20
Financial Information Regarding Plan Assets	21
LEGAL OPINION	21

THE OFFERING

Securities Offered

Wolverine Bancorp, Inc. is offering stock units in the Wolverine Bank 401(k) Plan adopted by Wolverine Bank (the “Plan”). The stock units represent indirect ownership of Wolverine Bancorp, Inc. common stock through the Wolverine Bancorp, Inc. Stock Fund established under the Plan in connection with the stock offering. The Plan may acquire up to 169,846 shares of Wolverine Bancorp, Inc. common stock in the stock offering for the accounts of active employees. Only employees of Wolverine Bank may become participants in the Plan and only participants may purchase stock units in the Wolverine Bancorp, Inc. Stock Fund. Your investment in stock units in connection with the stock offering through the Wolverine Bancorp, Inc. Stock Fund is subject to the purchase priorities contained in the Plan of Conversion of Wolverine Bank. Information with regard to the Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of Wolverine Bancorp, Inc. is contained in the accompanying prospectus. The address of the principal executive office of Wolverine Bancorp, Inc. and Wolverine Bank is 5710 Eastman Avenue, Midland, Michigan 48640. Wolverine Bank’s telephone number is (989) 631-4280. All elections to purchase stock units in the Wolverine Bancorp, Inc. Stock Fund in the stock offering under the Plan and any questions about this prospectus supplement should be addressed to Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank, 5710 Eastman Avenue, Midland, Michigan 48640, telephone number: (989) 839-8771; fax: (989) 631-7610; email: rick.rosinski@wolverinebank.com. Questions about the common stock being offered or about the prospectus may be directed to the Stock Information Center at (____) ____ - _____.

Election to Purchase Common Stock in the Offering: Priorities

In connection with the conversion and stock offering, you may elect to transfer all or part of your account balances in the Plan to the Wolverine Bancorp, Inc. Stock Fund, to be used to purchase common stock of Wolverine Bancorp, Inc. issued in the stock offering. The trustee of the Wolverine Bancorp, Inc. Stock Fund will purchase common stock of Wolverine Bancorp, Inc. to be held as stock units in accordance with your directions. However, such directions are subject to purchase limitations in the Plan of Conversion of Wolverine Bank.

1

The shares of common stock of Wolverine Bancorp, Inc. are being offered at $10 per share in a subscription offering and community offering. In the offering, the shares are being offered in the following descending order of priority:

Subscription Offering:

(1)    First, to depositors of Wolverine Bank with aggregate account balances of at least $50 as of the close of business on June 30, 2009.

(2)    Second, to Wolverine Bank’s tax-qualified plans, including the employee stock ownership plan.

(3)    Third, to depositors of Wolverine Bank with aggregate account balances of at least $50 as of the close of business on [__________].

(4)    Fourth, to depositors of Wolverine Bank as of [_____________] and to borrowers of Wolverine Bank as of April 2, 1993 whose borrowings remain outstanding as of [___________].

If there are shares remaining after all of the orders in the subscription offering have been filled, shares may be offered in a community offering to the general public.

If you fall into subscription offering categories (1), (3), or (4) above, you have subscription rights to purchase Wolverine Bancorp, Inc. common stock in the subscription offering and you may use funds in the Plan to pay for the stock units. You may also be able to purchase stock units representing an ownership interest in shares of Wolverine Bancorp, Inc. common stock in the subscription offering even though you are ineligible to purchase through subscription offering categories (1), (3), or (4) if Wolverine Bancorp, Inc. determines to allow the Plan to purchase stock through subscription offering category (2), reserved for its tax-qualified employee plans. If the Plan is not included in category (2), then any order for stock units placed by those ineligible to subscribe in categories (1), (3), and (4) will be considered an order placed in the community offering. Subscription offering orders, however, will have preference over orders placed in a community offering.

You may also be able to purchase Wolverine Bancorp, Inc. common stock outside of the Plan. You will separately receive offering materials in the mail, including a Stock Order Form. If you wish to purchase stock outside of the Plan, you must complete and submit the Stock Order Form and payment, using the reply envelope provided.

2

The amount that you elect to transfer from your existing account balances for the purchase of stock units representing an ownership interest in shares of Wolverine Bancorp, Inc. common stock in the stock offering will be removed from your existing accounts and transferred to an interest-bearing cash account, pending the closing of the conversion, which will occur up to several weeks after the stock offering period ends. At the closing of the conversion, and subject to a determination as to whether all or any portion of your order may be filled (based on your purchase priority and whether the stock offering is over-subscribed and whether the Plan will purchase through category 2), the amount that you have transferred to purchase stock units will be placed in the Wolverine Bancorp, Inc. Stock Fund and allocated to your Plan account. In the event the stock offering is oversubscribed, i.e. there are more orders for shares of common stock than shares available for sale in the stock offering, and the trustee is unable to use the full amount allocated by you to purchase shares of common stock in the stock offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be reinvested in the other investment funds of the Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions). If you do not have an existing election as to the investment of future contributions, then such amounts will be transferred to and invested in the applicable Target Retirement Fund (based upon your normal retirement date), pending your reinvestment in another fund of your choice. If you choose not to direct the investment of your account balances towards the purchase of any shares in the offering, your account balances will remain in the investment funds of the Plan as previously directed by you.

Composition and Purpose of Stock Units

The Wolverine Bancorp, Inc. Stock Fund will initially invest 100% in the common stock of Wolverine Bancorp, Inc. Accordingly, initially one stock unit will equal one share of common stock of Wolverine Bancorp, Inc. and a stock unit will be initially valued at $10.

3

	After the closing of the conversion, as Plan participants begin to trade their stock units or acquire new stock units, the Wolverine Bancorp, Inc. Stock Fund will maintain a cash component for liquidity purposes. Liquidity is required in order to facilitate daily transactions such as investment transfers or distributions from the Wolverine Bancorp, Inc. Stock Fund. Following the stock offering, each day, the stock unit value of the Wolverine Bancorp, Inc. Stock Fund will be determined by dividing the total market value of the Wolverine Bancorp, Inc. Stock Fund at the end of the day by the total number of units held in the Wolverine Bancorp, Inc. Stock Fund by all participants as of the previous day’s end. The change in stock unit value reflects the day’s change in stock price, any cash dividends accrued and the interest earned on the cash component of the Wolverine Bancorp, Inc. Stock Fund, less any investment management fees. The market value and unit holdings of your account in the Wolverine Bancorp, Inc. Stock Fund will be reported to you on your regular Plan participant statements and you may also view your account balances by internet access to your account.
Value of the Plan Assets	As of September 7, 2010, the market value of the assets of the Plan was approximately $1,698,467, all of which was attributable to active employees of Wolverine Bank.
In Order to Participate in the Offering	Enclosed is a Special Investment Election Form on which you can elect to transfer all or a portion of your account balance in the Plan to the Wolverine Bancorp, Inc. Stock Fund for the purchase of stock units at $10 each in the offering. If you wish to use all or part of your account balance in the Plan to purchase common stock issued in the offering (which will be designated as “stock units” in the Plan), you should indicate that decision on the Special Investment Election Form. If you do not wish to purchase stock units in the offering through the Plan, you must still fill out the Special Investment Election Form and check the box for “No Election” in Section D of the form. In either case, return the Special Investment Election Form to Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank, as indicated below, no later than _________, ______ __, 2010 at __:00 p.m., Eastern Standard Time.
How to Order	You can elect to transfer all or a portion of your account balance in the Plan to the Wolverine Bancorp, Inc. Stock Fund for the purchase of stock units. This is done by following the procedures described below. Please note the following stipulations concerning this election: •     You can direct all or a portion of your current account balance to the Wolverine Bancorp, Inc. Stock Fund. •     Your election is subject to a minimum purchase of 25 shares which equates to $250.00.

4

•     Your election is subject to a maximum purchase of 35,000 shares which equals $350,000.

•     The election period for purchases through the Plan closes [______, ________ __, 2010, at __:00 p.m., Eastern Standard Time.]

•     After your election is accepted, funds will be transferred from each of your designated accounts in a dollar amount rounded down to the closest amount divisible by $10.00. The transferred amount will remain in an interest bearing account until the conversion closes. At that time, the common shares purchased based on your election will be transferred to the Wolverine Bancorp, Inc. Stock Fund and any remaining funds will be transferred out of the interest bearing account for investment in other funds under the Plan based on your election currently on file for future contributions. If you do not have an election on file for future contributions, any remaining funds will be transferred to the applicable Target Retirement Fund (based upon your normal retirement date) to be reinvested by you in your discretion.

•     The amount transferred to the interest bearing account needs to be segregated and held until the conversion closes. Therefore, this money is not available for distributions, loans or withdrawals.

•     During the offering period, however, you will continue to have the ability to transfer amounts not invested in the Wolverine Bancorp, Inc. Stock Fund among all the other investment funds on a daily basis.

You are allowed only one election to transfer funds to the Wolverine Bancorp, Inc. Stock Fund. Follow these steps to make your election to use all or part of your account balance in the Plan to purchase shares in the stock offering:

•     Use the enclosed Special Investment Election Form to transfer all or a portion of your account balance to the Wolverine Bancorp, Inc. Stock Fund to purchase stock in the offering. Your interests in the fund will be represented by stock units. Indicate next to each fund in which you are invested, the percentage amount of that fund you wish to transfer to the Wolverine Bancorp, Inc. Stock Fund.

•     Please print your name and social security number on the Special Investment Election Form.

5

	•     Please complete Section D of the Special Investment Election Form - Purchaser Information - indicating your individual purchase priority and provide the information requested on your accounts in Wolverine Bank. •     Sign and date the Special Investment Election Form and return it by hand delivery, regular mail or fax to the person designated immediately below.
Order Deadline	If you wish to purchase common stock with your Plan account balances, your Special Investment Election Form must be received by Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank, 5710 Eastman Avenue, Midland, Michigan 48640, telephone number (989) 839-8771; fax (989) 631-7610; no later than __:00 p.m., Eastern Standard Time, on _______, ______ __, 2010. To allow for processing, this deadline is prior to the offering period deadline for the return of Stock Order Forms (which is ______ __, 2010). If you have any questions with respect to the Special Investment Election Form, please contact Rick A. Rosinski.
Irrevocability of Transfer Direction	You may not revoke your Special Investment Election Form once it has been delivered to Rick A. Rosinski. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of stock in the offering among all of the other investment funds on a daily basis.
Other Purchases in Your Account During the Offering Period	Whether or not you choose to purchase stock in the offering through the Plan, you will at all times have complete access to those amounts in your account that you do not apply towards purchases in the offering. For example, you will be able to purchase other funds within the Plan with that portion of your account balance that you do not apply towards purchases in the offering during the offering period. Such purchases will be made at the prevailing market price in the same manner as you make such purchases now, i.e., through telephone transfers and internet access to your account. You can only purchase stock units in the offering through the Plan by returning your Special Investment Election Form to Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank, by the due date. You cannot purchase stock units in the offering by means of telephone transfers or the internet. That portion of your Plan account balance that you elect to apply towards the purchase of stock units in the offering will be irrevocably committed to such purchase.

6

Direction to Purchase Wolverine Bancorp, Inc. Stock Fund Units after the Offering	After the conversion closes, you will again have complete access to any amount that you directed towards the purchase of shares in the offering. For example, after the conversion closes, you may sell any shares that you purchased in the offering. Special restrictions may apply to transfers directed to and from the Wolverine Bancorp, Inc. Stock Fund by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of Wolverine Bancorp, Inc.
Purchase Price of Common Stock in the Offering	The trustee will pay $10 per share of common stock in the stock offering, which will be the same price paid by all other persons for a share of common stock in the stock offering. No sales commission will be charged for common stock purchased in the stock offering. After the offering, the trustee will acquire common stock in open market transactions at the prevailing price. The trustee will pay transaction fees, if any, associated with the purchase, sale or transfer of the common stock after the offering.
Nature of a Participant’s Interest in the Common Stock	The common stock acquired by the trustee will be denominated in stock units in trust for the participants of the Plan. Stock units acquired by the trustee at your direction will be allocated to your account.
Voting Rights of Common Stock	The Plan provides that you may direct the trustee how to vote any shares of Wolverine Bancorp, Inc. common stock held by the Wolverine Bancorp, Inc. Stock Fund, represented by the stock units credited to your account. If the trustee does not receive your voting instructions, the Plan administrator will exercise these rights as it determines in its discretion and will direct the trustee accordingly. All voting instructions will be kept confidential.

7

DESCRIPTION OF THE PLAN

Introduction

Wolverine Bank adopted the Plan effective as of September 15, 2010. In connection with the conversion of Wolverine Bank from the mutual to stock form of organization and the establishment of a new stock holding company, Wolverine Bank desires to permit employees who participate in the Plan to purchase common stock of Wolverine Bancorp, Inc.

The Plan is a single employer tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

Wolverine Bank intends that the Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Wolverine Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank; telephone number: (989) 839-8771; fax: (989) 631-7610; email: rick.rosinski@wolverinebank.com. You are urged to read carefully the full text of the Plan.

Eligibility and Participation

As an employee of Wolverine Bank, you become eligible to participate in the Plan on the first day of the month coincident with or next following the date you complete three months of employment. In order for you to complete three months of employment, you must compete at least 250 hours of employment in a three-consecutive month period. The initial eligibility period is measured from your date of employment.

8

You become eligible to receive employer contributions on the first day of the month coincident with or next following the date you complete one year of employment and attain age 21. In order for you to complete one year of employment, you must complete at least 1,000 hours of employment in a 12-consecutive month period. The initial 12 consecutive month period is measured from your first day of employment.

Contributions under the Plan

Elective Deferrals. You are permitted to defer on a pre-tax basis any whole percentage of your Plan Salary, up to 100%, subject to certain restrictions imposed by the Code, and to have that amount contributed to the Plan on your behalf. You may also designate your elective contributions to a Plan account that accepts Roth after-tax contributions. For purposes of the Plan, “Plan Salary” means your total taxable compensation as reported on your Form W-2, including any pre-tax contributions that you make to a Section 125 cafeteria plan and qualified transportation fringe benefits plan under Code Section 132(f). In 2010, the Plan Salary of each participant taken into account under the Plan is limited to $245,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Code).

In connection with the stock offering, you may, as described above, direct the trustee to invest up to 100% of your Plan account in the Wolverine Bancorp, Inc. Stock Fund as a one-time special election. Following the stock offering, you may elect to defer up to 100% of your elective salary deferral contributions or matching contributions into the Wolverine Bancorp, Inc. Stock Fund and you may also elect to transfer into the Wolverine Bancorp, Inc. Stock Fund all or a portion of your accounts invested in other funds under the Plan.

Employer Matching Contributions. Wolverine Bank will make Safe Harbor matching contributions to the Plan equal to 100% of your contributions, up to 3% of your Plan Salary, plus 50% of your elective contributions that exceed 3% of your Plan Salary, but do not exceed 5% of your Plan Salary.

Limitations on Contributions

Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2010, the amount of your before-tax contributions and, if applicable, after-tax Roth contributions may not exceed $16,500 per calendar year.

Catch-up Contributions. If you have made the maximum amount of regular before-tax contributions allowed by the Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the Plan Year), you are also eligible to make an additional catch-up contribution. You may authorize your employer to withhold a specified dollar amount of your compensation for this purpose. For 2010, the maximum catch-up contribution is $5,500.

Vesting under the Plan

Vesting. At all times, you have a fully vested, nonforfeitable interest in your elective deferral contributions and employer Safe Harbor matching contributions.

9

Investment of Contributions and Account Balances

All amounts credited to your accounts under the Plan are held in the Plan’s trust (the “Trust”).

Prior to the effective date of the offering, you were provided the opportunity to direct the investment of your account into one of the following funds:

S&P 500 Index Fund

TIPS Index Fund

S&P MidCap Fund

NASDAQ 100 Index Fund

Russell 2000 Index Fund

International Fund

Passive Bond Market Index Fund

SSgA Target Retirement 2010 Fund

SSgA Target Retirement 2015 Fund

SSgA Target Retirement 2020 Fund

SSgA Target Retirement 2025 Fund

SSgA Target Retirement 2030 Fund

SSgA Target Retirement 2035 Fund

SSgA Target Retirement 2040 Fund

SSgA Target Retirement 2045 Fund

SSgA Target Retirement 2050 Fund

SSgA Target Retirement Income Fund

Pentegra Stable Value Fund

Short Term Investment Fund

Government Short Term Investment Fund

US REIT Index Fund

Vanguard Growth Index Fund

Vanguard Value Index Fund

10

Performance History

The following table provides performance data with respect to the above investment funds as of June 30, 2010:

Fund Name	YTD Returns as of June 30, 2010		Average Annual Total Returns as of June 30, 2010
			1 Year		3 Year		5 Year		10 Year
S&P 500 Index Fund	-6.91	%	13.79	%	-10.28	%	-1.35	%	-2.11	%
TIPS Index Fund	4.05	%	8.77	%	6.92	%	4.29	%	n/a
S&P MidCap Fund	-1.65	%	24.14	%	-6.43	%	1.61	%	4.76	%
Nasdaq 100 Index Fund	-6.51	%	17.67	%	-3.59	%	2.77	%	-7.77	%
Russell 2000 Index Fund	-2.20	%	20.84	%	-8.91	%	-0.07	%	2.50	%
International Fund	-13.34	%	5.47	%	-13.66	%	0.43	%	-0.68	%
Passive Bond Market Index Fund	5.06	%	8.94	%	7.09	%	4.99	%	5.89	%
SSgA Target Retirement 2010 Fund	0.12	%	12.22	%	-1.08	%	1.81	%	n/a
SSgA Target Retirement 2015 Fund	-1.07	%	13.31	%	-3.05	%	n/a		n/a
SSgA Target Retirement 2020 Fund	-2.06	%	13.55	%	-4.38	%	1.26	%	n/a
SSgA Target Retirement 2025 Fund	-2.88	%	14.22	%	-5.57	%	n/a		n/a
SSgA Target Retirement 2030 Fund	-3.70	%	14.29	%	-6.73	%	0.76	%	n/a
SSgA Target Retirement 2035 Fund	-4.79	%	14.51	%	-7.72	%	n/a		n/a
SSgA Target Retirement 2040 Fund	-5.12	%	14.08	%	-7.83	%	0.77	%	n/a
SSgA Target Retirement 2045 Fund	-5.20	%	14.27	%	-7.71	%	n/a		n/a
SSgA Target Retirement 2050 Fund	-5.12	%	14.33	%	n/a		n/a		n/a
SSgA Target Retirement Income Fund	-0.19	%	9.53	%	0.38	%	2.33	%	n/a
Pentegra Stable Value Fund	1.06	%	2.11	%	2.61	%	3.10	%	3.90	%
Short Term Investment Fund	-0.09	%	-0.12	%	1.53	%	2.66	%	2.52	%
Government Short Term Investment Fund	-0.15	%	-0.28	%	1.27	%	2.52	%	2.38	%
US REIT Index Fund	4.91	%	54.13	%	-10.95	%	-1.18	%	n/a
Vanguard Growth Index Fund	-8.24	%	12.49	%	-6.98	%	-0.06	%	-4.32	%
Vanguard Value Index Fund	-5.62	%	15.62	%	-13.38	%	-2.56	%	0.05	%

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Description of the Investment Funds

The following is a description of each of the funds as of June 30, 2010:

S&P 500 Index Fund. The fund seeks to replicate the returns and characteristics of the S&P 500 Index. The fund seeks to maintain the returns of the index by investing in a portfolio that replicates the index by owning securities in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking, and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs in the fund. The fund uses a hierarchy of trading alternatives when appropriate – internal crossing, external crossing, futures, and open market trades – to attempt to capitalize on every opportunity to reduce the fund’s transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in unleveraged S&P 500 stock index futures contracts. Futures help enable better tracking of index returns and allow for greater liquidity.

TIPS Index Fund. The fund seeks to match the total rate of return of the Barclays Capital U.S. Inflation Notes Index during a calendar year. The fund seeks to match the return of the index by investing in a portfolio of U.S. Treasury inflation protected securities. The duration of the fund is managed to that of the benchmark at all times, as are the sector and security weights. Overall sector and security weightings are also matched to the index. The fund is one of full replication, investing in a portfolio that owns the market-value weight of each security in the index.

S&P MidCap Fund. The fund seeks to replicate the returns and characteristics of the S&P MidCap 400 Index. The fund seeks to match the return of the index by investing in a portfolio that owns units of one or more portfolios that hold securities of the index, in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate – internal crossing, external crossing, futures, and open market trades – to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in S&P MidCap 400 stock index futures contract. Futures help enable better tracking of index returns and allow for greater liquidity.

Nasdaq 100 Index Fund. The fund seeks to match the performance of the NASDAQ 100 Index. The fund invests in all of the stocks in the NASDAQ 100 Index in proportion to their weighting in the Index. The Fund may also hold 2-5% of its value in futures contracts (an agreement to buy or sell a specific security by a specific date at an agreed upon price). The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

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Russell 2000 Index Fund. The fund seeks to replicate the returns and characteristics of the Russell 2000 Index. The fund seeks to match the return of the index by investing in a portfolio that holds the securities of the index. Replication seeks low turnover, accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate – internal crossing, external crossing, futures, and open market trades – to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% exposure to the equity market and help increase tracking accuracy, the base fund may hold Russell 2000 Index futures contracts (no more than 5% of the holdings are futures). Futures help enable better tracking of index returns and allow for greater liquidity.

International Fund. The fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index while providing daily liquidity. The fund typically invests in all the stocks in the MSCI EAFE Index in proportion to their weighting in the Index. The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

Passive Bond Market Index Fund. The fund seeks to match the returns of the Barclays Capital U.S. Aggregate Bond Index. The fund invests primarily in government, corporate, mortgage-backed and asset-backed securities. The fund invests in a well-diversified portfolio that is representative of the broad domestic bond market.

SSgA Target Retirement Funds (including SSgA Target Retirement Income Fund, SSgA Target Retirement 2010 Fund, SSgA Target Retirement 2015 Fund, SSgA Target Retirement 2020 Fund, SSgA Target Retirement 2025, Fund SSgA Target Retirement 2030 Fund, SSgA Target Retirement 2035, SSgA Target Retirement 2040, Fund Fund SSgA Target Retirement 2045 Fund, and SSgA Target Retirement 2050 Fund). These funds offer complete, low cost investment strategies with asset allocations which become more conservative as you near retirement and are designed for people who want a professional to decide what types of investments are best for their selected retirement date. You simply select the fund with a date closest to when you expect to retire and invest accordingly. The funds seek to match, as closely as possible, the performance of the corresponding SSgA Custom Index, over the long term. Each fund seeks to achieve its objective by investing in a set of underlying SSgA collective trust funds representing various asset classes. Each fund (other than the SSgA Target Retirement Income Fund) is managed to a specific retirement year (target date) included in its name.

Over time, the allocation to asset classes and funds change according to a predetermined “glide path.” (The glide path represents the shifting of asset classes over time and does not apply to the Income Fund). Each fund’s asset allocation will become more conservative as it approaches its target retirement date. This reflects the need for reduced investment risks as retirement approaches and the need for lower volatility of a portfolio, which may be a primary source of income after retirement. The allocations reflected in the glide path do not reflect tactical decisions made by SSgA to overweight or underweight a particular asset class based on its market outlook but rather management of each fund’s strategic allocation according to its glide path and applicable benchmark. Each fund attempts to closely match the characteristics and returns or its custom benchmark as opposed to any attempts to outperform this benchmark.

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Once a fund reaches its target retirement date, it will begin a five-year transition period to the SSgA Target Retirement Income Fund resulting at the end of that five-year period in an allocation to stocks that will remain fixed at approximately 35% of assets. The remainder of the fund will be invested in fixed-income securities.

Pentegra Stable Value Fund. The fund seeks to preserve the principal amount of your contributions while maintaining a rate of return comparable to other fixed income instruments. The fund invests in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. Each issuer must meet the credit quality criteria in order to be approved by the investment manager. The fund is managed to a weighted average maturity of approximately 1.5-4.0 years and maintains an average AA credit quality.

Short Term Investment Fund. The fund seeks to maximize current income while preserving capital and liquidity through investing in a diversified portfolio of short-term securities. The fund’s yield reflects short-term interest rates. The fund seeks to maintain a diversified portfolio of short-term securities by investing in high-quality money market securities and other short-term debt investments. Most of the investments in the fund may have a range of maturity from overnight to 90 days; however, 20% of the value of the fund may be invested in assets with a maturity date in excess of 90 days, but not to exceed 13 months. All securities are required to meet strict guidelines for credit quality and must be rated at least A1 by Standard & Poor’s and P1 by Moody’s Investors Service.

Government Short Term Investment Fund. This fund seeks to provide the safety of principal and current income offered by short-term U.S. government securities. The fund seeks to preserve principal and offer liquidity by investing only in short-term issues of the U.S. Treasury and its agencies. The fund’s investments have a short time to maturity, with no more than 20% of the fund invested beyond 90 days. No security may have a maturity of more than 13 months.

US REIT Index Fund. The fund invests primarily in equity shares of real estate investment trusts (REITs). The fund typically invests in all securities in the Dow Jones/Wilshire REIT Index in proportion to their weighting in the Index. The fund seeks to match the performance of the Dow Jones/Wilshire REIT Index while providing daily liquidity. As such we seek to maintain sector and security weightings that closely match the Index. The Dow Jones/Wilshire REIT Index is comprised of 90 publicly traded REITs. To be included in the Index, a company must be an equity owner and operator of commercial (or residential) real estate and must generate at least 75% of its revenue from such assets. The REITs invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. REITS generate income from rentals or lease payments and offer the potential for growth from property appreciation and the potential for capital gains from the sale of properties.

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Vanguard Growth Index. The fund seeks to track the investment performance of the MSCI US Prime Market Growth Index, an unmanaged benchmark representing large U.S. firms. Using full replication, the portfolio holds all stocks in the same capitalization weighing as the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

Vanguard Value Index. The fund seeks to track the investment performance of the MSCI US Prime Market Value Index, an unmanaged benchmark representing U.S. large-capitalization value stocks. Using full replication, the portfolio holds all stocks in the same capitalization weighing as the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

Wolverine Bancorp, Inc. Stock Fund. In connection with the stock offering, the Plan now offers the Wolverine Bancorp, Inc. Stock Fund as an additional choice to the investment options described above. Wolverine Bancorp, Inc. Stock Fund invests primarily in the shares of common stock of Wolverine Bancorp, Inc. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 100% of your Plan account in Wolverine Bancorp, Inc. Stock Fund as a one-time special election. Subsequent to the stock offering, you may elect to invest all or a portion of your elective deferral contributions or matching contributions in Wolverine Bancorp, Inc. Stock Fund; you may also elect to transfer into Wolverine Bancorp, Inc. Stock Fund all or a portion of your accounts currently invested in other funds under the Plan.

Wolverine Bancorp, Inc. Stock Fund consists primarily of investments in the shares of common stock of Wolverine Bancorp, Inc. After the stock offering, the trustee of the Plan will use all amounts held by it in Wolverine Bancorp, Inc. Wolverine Bancorp, Inc. Stock Fund to purchase additional shares of common stock of Wolverine Bancorp, Inc.

As of the date of this prospectus supplement, there is no established market for Wolverine Bancorp, Inc. common stock. Accordingly, there is no record of the historical performance of Wolverine Bancorp, Inc. Stock Fund. Performance of Wolverine Bancorp, Inc. Stock Fund depends on a number of factors, including the financial condition and profitability of Wolverine Bancorp, Inc. and Wolverine Bank and market conditions for shares of Wolverine Bancorp, Inc. common stock generally.

Investments in Wolverine Bancorp, Inc. Stock Fund involve specials risks common to investments in the shares of common stock of Wolverine Bancorp, Inc.

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For a discussion of material risks you should consider, see the “Risk Factors” section of the attached prospectus and the section of the Prospectus Supplement called “Notice of Your Rights Concerning Employer Securities” (see below).

Withdrawals and Distributions from the Plan

Applicable federal law requires the Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the Plan prior to the participant’s termination of employment with Wolverine Bank. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59  ¹/2, regardless of whether such a withdrawal occurs during the participant’s employment with Wolverine Bank or after termination of employment.

Withdrawal from your Account while Employed. In general, employer contributions credited on your behalf are available for in-service withdrawal after such employer contributions have been invested in the Plan for 2 years or you have been a participant in the Plan for at least 5 years or you have reached the age of 59 ¹/2. In addition, your elective deferrals are available, in general, for in-service withdrawal after you have reached the age of 59 ¹/2.

Hardship. In the event you incur a financial hardship, you may request a withdrawal from your 401(k) Plan account.

Rollover Account. You may make a withdrawal from your rollover account without any restrictions and pursuant to the procedures established in the Plan.

Loan. You may request a loan from your account pursuant to the procedures established in the Plan.

Distribution upon Termination of Employment. You may make withdrawals from your account at any time after you terminate employment. In the event your vested account balance as of the date of your termination is less than $1,000, your interest in the Plan will be cashed out and payment sent to you. If your total vested account equals or exceeds $1,000, you may elect, in lieu of a lump sum payment, to be paid in annual installments with the right to take in a lump sum the vested balance of your account at any time during such payment period.

Disability. In the event you become disabled, you will be entitled to the same withdrawal rights as if you had terminated your employment.

Death. In the event of your death, the value of your entire account will be payable to your beneficiary.

Administration of the Plan

The Trustee and Custodian. The trustee of the Plan is Pentegra Trust Company. Pentegra Trust Company serves as trustee for all the investment funds under the Plan, except for the Wolverine Bancorp, Inc. Stock Fund. Wolverine Bank is the trustee of the Wolverine Bancorp, Inc. Stock Fund.

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Plan Administrator. Pursuant to the terms of the Plan, the Plan is administered by the Plan administrator. The address of the Plan administrator is Wolverine Bank, Attention: Rick A. Rosinski, Chief Operating Officer and Treasurer, Wolverine Bank, 5710 Eastman Avenue, Midland, Michigan 48640, telephone number: (989) 839-8771. The Plan administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

It is the intention of Wolverine Bank to continue the Plan indefinitely. Nevertheless, Wolverine Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts. Wolverine Bank reserves the right to make any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Wolverine Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the Plan with another plan, or the transfer of the Plan assets to another plan, the Plan requires that you would, if either the Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the Plan had then terminated.

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Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

As a “tax-qualified retirement plan,” the Code affords the Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

Wolverine Bank will administer the Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59  ¹/2, and consists of the balance credited to participants under the Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by Wolverine Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by Wolverine Bank, which is included in the distribution.

Wolverine Bancorp, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes Wolverine Bancorp, Inc. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Wolverine Bancorp, Inc. common stock, that is, the excess of the value of Wolverine Bancorp, Inc. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Wolverine Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Wolverine Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Wolverine Bancorp, Inc. common stock, to the extent of the amount of net

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unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Wolverine Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of Wolverine Bancorp, Inc. common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as Wolverine Bancorp, Inc. common stock. Because you may in the future have investments in Wolverine Bancorp, Inc. Stock Fund under the Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in the Wolverine Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the Plan. You may contact the Plan Administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of the Wolverine Bancorp, Inc. Stock Fund.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Wolverine Bancorp, Inc. common stock through the Plan.

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It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Wolverine Bank, the Plan Administrator, or the Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

Because you will be entitled to invest all or a portion of your account balance in the Plan in Wolverine Bancorp, Inc. common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as Wolverine Bancorp, Inc. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Wolverine Bancorp, Inc., a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of Wolverine Bancorp, Inc.’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the Wolverine Bancorp, Inc. Stock Fund of the Plan by officers, directors and persons beneficially owning more than 10% of the common stock of Wolverine Bancorp, Inc. generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Wolverine Bancorp, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of Wolverine Bancorp, Inc.’s common stock resulting from non-exempt purchases and sales of Wolverine Bancorp, Inc. common stock within any six-month period.

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The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases within the Wolverine Bancorp, Inc. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

Financial information representing the assets available for plan benefits at December 31, 2009, is available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of the common stock has been passed upon by Luse Gorman Pomerenk & Schick, A Professional Corporation, Washington, D.C., which firm acted as special counsel to Wolverine Bancorp, Inc. in connection with Wolverine Bancorp, Inc.’s stock offering.

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PROSPECTUS

WOLVERINE BANCORP, INC.

(Proposed Holding Company for Wolverine Bank)

Up to 3,392,500 Shares of Common Stock

Wolverine Bancorp, Inc., a Maryland corporation, is offering up to 3,392,500 shares of common stock on a best efforts basis in connection with the conversion of Wolverine Bank, a federally chartered savings bank, from the mutual to the stock form of organization. We may sell up to 3,901,375 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. We must sell a minimum of 2,507,500 shares in order to complete the offering. All shares of common stock are being offered for sale at a price of $10.00 per share. We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “WBKC” upon conclusion of the stock offering. There is currently no public market for the shares of our common stock.

We are offering the shares of common stock in a “subscription offering.” Depositors of Wolverine Bank with aggregate account balances of at least $50 as of the close of business on June 30, 2009 will have first priority rights to buy our shares of common stock. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering.” We also may offer for sale shares of common stock not purchased in the subscription offering or community offering through a “syndicated community offering” managed by Keefe, Bruyette & Woods, Inc.

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered through a single qualifying account is 35,000 shares, and no person by himself or with an associate or group of persons acting in concert may purchase more than 50,000 shares. The offering is expected to expire at 12:00 noon, Eastern time, on [expiration date]. We may extend this expiration date without notice to you until [extension date], unless the Office of Thrift Supervision approves a later date, which may not be beyond [final date]. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 3,901,375 shares or decreased to fewer than 2,507,500 shares. If the offering is extended beyond [extension date], or if the number of shares of common stock to be sold is increased to more than 3,901,375 shares or decreased to fewer than 2,507,500 shares, we will resolicit subscribers, giving them an opportunity to change or cancel their orders. Funds received during the offering will be held in a segregated account at Wolverine Bank and will earn interest at             %, which is our current statement savings rate.

Keefe, Bruyette & Woods, Inc. will assist us in selling our shares of common stock on a best efforts basis. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of the common stock that are being offered. Purchasers will not pay a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods, Inc. has advised us that following the offering it intends to make a market in the common stock, but is under no obligation to do so.

This investment involves a degree of risk, including the possible loss of your investment.

Please read “Risk Factors” beginning on page 16.

OFFERING SUMMARY

Price: $10.00 per Share

	Minimum		Midpoint		Maximum		Adjusted Maximum
Number of shares		2,507,500		2,950,000		3,392,500		3,901,375
Gross offering proceeds	$	25,075,000	$	29,500,000	$	33,925,000	$	39,013,750
Estimated offering expenses (excluding selling agent fees and expenses)	$	1,011,950	$	1,011,950	$	1,011,950	$	1,011,950
Estimated selling agent fees and expenses(1) (2)	$	370,163	$	421,050	$	471,938	$	530,458
Estimated net proceeds	$	23,692,887	$	28,067,000	$	32,441,112	$	37,471,342
Estimated net proceeds per share	$	9.45	$	9.51	$	9.56	$	9.60

(1) See “The Conversion; Plan of Distribution—Marketing and Distribution; Compensation” for a discussion of Keefe, Bruyette & Woods, Inc.’s compensation for this offering.

(2) If all shares of common stock are sold in the syndicated community offering, excluding shares purchased by the employee stock ownership plan and shares purchased by insiders of Wolverine Bancorp, Inc., for which no selling agent commissions would be paid, the maximum selling agent commissions and expenses would be $1.3 million at the minimum, $1.6 million at the midpoint, $1.8 million at the maximum and $2.1 million at the maximum, as adjusted. See “The Conversion; Plan of Distribution—Marketing and Distribution; Compensation” for a discussion of fees to be paid to Keefe, Bruyette & Woods, Inc. and other FINRA member firms in the event that shares are sold in a syndicated community offering.

These securities are not deposits or savings accounts and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

For assistance, please call the Stock Information Center at (            )             -            .

KEEFE, BRUYETTE & WOODS

The date of this prospectus is November         , 2010.

[MAP SHOWING MARKET AREA APPEARS ON INSIDE FRONT COVER]

TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	16
SELECTED FINANCIAL AND OTHER DATA	27
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING	30
OUR POLICY REGARDING DIVIDENDS	32
MARKET FOR THE COMMON STOCK	32
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE	33
CAPITALIZATION	34
PRO FORMA DATA	35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
BUSINESS OF WOLVERINE BANCORP, INC.	62
BUSINESS OF WOLVERINE BANK	63
SUPERVISION AND REGULATION	91
TAXATION	102
MANAGEMENT OF WOLVERINE BANCORP, INC.	103
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS	113
THE CONVERSION; PLAN OF DISTRIBUTION	114
RESTRICTIONS ON ACQUISITION OF WOLVERINE BANCORP, INC.	134
DESCRIPTION OF CAPITAL STOCK	139
TRANSFER AGENT	140
CHANGE IN ACCOUNTANTS	140
EXPERTS	141
LEGAL AND TAX MATTERS	141
WHERE YOU CAN FIND ADDITIONAL INFORMATION	141
INDEX TO FINANCIAL STATEMENTS OF WOLVERINE BANK	F-1

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SUMMARY

The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the Financial Statements and the notes to the Financial Statements.

In this prospectus, the terms “we,” “our,” and “us” refer to Wolverine Bancorp, Inc. and Wolverine Bank, unless the context indicates another meaning.

Wolverine Bank

Wolverine Bank is a federally chartered savings bank headquartered in Midland, Michigan. Wolverine Bank was originally chartered in 1933. At June 30, 2010, we had $308.6 million of total assets, $176.5 million of deposits and $41.7 million of total equity. We provide financial services primarily to individuals, families and businesses in the Great Lakes Bay Region of Michigan and to a lesser extent throughout all of Michigan through our three banking offices located in Midland, Michigan, which is the County Seat of Midland County, and our banking office and loan center located, respectively, in Frankenmuth and Saginaw, Michigan, which are located in neighboring Saginaw County. Midland, Michigan is located in the eastern portion of Michigan’s lower peninsula, approximately 120 miles northwest of Detroit and approximately 90 miles north of Lansing, Michigan.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial real estate loans including multifamily loans and land loans, one- to four-family residential mortgage loans and home equity loans and lines of credit, and to a lesser extent, construction loans, commercial non-mortgage loans and consumer loans (consisting primarily of mobile home loans, automobile loans, loans secured by savings deposits and other consumer loans). At June 30, 2010, $134.6 million, or 53.4%, of our total loan portfolio was comprised of commercial real estate loans including multifamily loans and land loans, and $83.6 million, or 33.2%, of our total loan portfolio was comprised of one- to four-family residential mortgage loans. We also invest in securities, which historically have consisted primarily of U.S. government and agency debt securities, and to a lesser extent, municipal obligations.

We offer a variety of deposit accounts, including statement savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts and retirement accounts, including health savings accounts.

We offer extended hours at our branch offices, and we are dedicated to offering alternative banking delivery systems utilizing state-of-the-art technology, including ATMs, online banking, remote deposit capture and telephone banking delivery systems.

Generally, we retain in our portfolio all adjustable-rate loans that we originate, as well as fixed-rate one- to four-family residential mortgage loans with terms of less than 15 years. Consistent with our interest rate risk strategy and based upon the market and interest rate environment, we will consider holding in our portfolio longer term fixed-rate one- to four-family residential mortgage loans. Historically, as part of our interest rate risk strategy, we have sold into the secondary market substantially all of our fixed-rate one- to four-family residential mortgage loans with terms of 15 years or greater on a servicing-released basis. In 2009, consistent with our interest rate risk strategy we originated for sale and sold $66.2 million of fixed-rate one- to four-family residential mortgage loans, including loan refinancings, into the secondary market.

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Wolverine Bank’s executive offices are located at 5710 Eastman Avenue, Midland, Michigan 48640. Our telephone number at this address is (989) 631-4280. Our website address is www.wolverinebank.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

Wolverine Bancorp, Inc.

Wolverine Bancorp, Inc. is a newly formed Maryland corporation that will own all of the outstanding shares of common stock of Wolverine Bank upon completion of the mutual-to-stock conversion and the stock offering. Wolverine Bancorp, Inc. has not engaged in any business to date.

Our executive offices are located at 5710 Eastman Avenue, Midland, Michigan 48640. Our telephone number at this address is (989) 631-4280.

Our Organizational Structure

Wolverine Bank is a mutual savings bank that has no stockholders. Pursuant to the terms of our plan of conversion, Wolverine Bank will convert from the mutual to the stock form of ownership. As part of the conversion, we are offering for sale in a subscription offering, and, if necessary, a community offering and a syndicated community offering, shares of common stock of Wolverine Bancorp, Inc., our newly formed stock holding company. Upon the completion of the conversion and stock offering, Wolverine Bank will be a wholly owned subsidiary of Wolverine Bancorp, Inc.

Business Strategy

Our goal is to continue to provide the highest quality customer service and offerings to our customers at all of our branch locations and to continue to increase our commercial and residential real estate lending in our primary market area. Additionally, we are seeking to expand our presence in new markets. Our business strategy is to accomplish these goals and to grow and improve our profitability by:

• growing our loan portfolio by continuing to emphasize the origination of commercial real estate loans, including multifamily and land loans, one- to four-family residential mortgage loans and commercial non-mortgage loans, including increasing our loan participations that are collateralized by properties outside of our primary market area, while maintaining strong asset quality;

• maintaining prudent underwriting standards and aggressively monitoring our loan portfolio to maintain asset quality;

• reducing our overall cost of funds by emphasizing lower-cost core deposits, including low cost public funds from municipalities, townships and non-profit organizations, and reducing our borrowings;

• managing interest rate risk by originating adjustable-rate loans for retention in our portfolio and continuing to sell our longer-term, fixed-rate one- to four-family residential mortgage loans that we originate for sale; and

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• expanding our banking franchise by establishing or acquiring new branches, or acquiring other financial institutions, or the deposits and assets of other institutions, including FDIC-assisted acquisitions, or other financial services companies (although we currently have no understandings or agreements to acquire other banks, thrifts, branches thereof or other financial services companies).

Our business strategy is designed to expand our banking relationships with customers and to diversify our sources of revenue. A full description of our products and services begins on page 63 of this prospectus under the heading “Business of Wolverine Bank.”

We intend to use this strategy in guiding our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a further discussion of our business strategy.

Reasons for the Conversion

Our primary reasons for converting and raising additional capital through the offering are:

• to increase our capital to support future growth;

• to have greater flexibility to structure and finance the expansion of our operations, including potential cash or stock acquisitions of other financial institutions, including FDIC-assisted acquisitions, although we have no current arrangements or agreements with respect to any such acquisitions;

• to provide better capital management alternatives, including the ability to pay dividends and the ability to repurchase shares of our common stock, subject to market conditions; and

• to retain and attract qualified personnel by establishing stock-based benefit plans for management and employees.

We believe that the additional capital raised in the offering may enable us to take advantage of business opportunities that may not otherwise be available to us. As of June 30, 2010, Wolverine Bank was considered “well capitalized” for regulatory purposes and is not subject to a directive or a recommendation from the Office of Thrift Supervision to raise capital.

Terms of the Conversion and the Offering

Under Wolverine Bank’s plan of conversion, Wolverine Bank will convert to stock form and will become a subsidiary of Wolverine Bancorp, Inc. In connection with the conversion, we are offering between 2,507,500 and 3,392,500 shares of common stock to eligible depositors of Wolverine Bank, to our tax-qualified employee benefit plans and, to the extent shares remain available, to the general public. The number of shares of common stock to be sold may be increased to up to 3,901,375 as a result of demand for the shares or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 3,901,375 or decreased to less than 2,507,500, or the offering is extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders.

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The purchase price of each share of common stock to be issued in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods, Inc., our marketing advisor in the offering, will use its best efforts to assist us in selling shares of our common stock. Keefe, Bruyette & Woods, Inc. is not obligated to purchase any shares of common stock in the offering.

Persons Who May Order Shares of Common Stock in the Offering

We are offering the shares of common stock in a subscription offering in the following descending order of priority:

• First, to depositors of Wolverine Bank with aggregate account balances of at least $50 as of the close of business on June 30, 2009.

• Second, to Wolverine Bank’s tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, which will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering. Our employee stock ownership plan intends to purchase up to 8.0% of the shares of common stock sold in the offering, with the remaining shares in this purchase priority allocated to our 401(k) plan.

• Third, to depositors of Wolverine Bank with aggregate account balances of at least $50 as of the close of business on [supplemental date].

• Fourth, to depositors of Wolverine Bank as of [other member date] and to borrowers of Wolverine Bank as of April 2, 1993 whose borrowings remain outstanding as of [other member date].

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons residing in the Michigan Counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola. The community offering may begin concurrently with, during or promptly after the subscription offering as we may determine at any time. If shares remain available for sale following the subscription offering or community offering, we also may offer for sale shares of common stock through a syndicated community offering managed by Keefe, Bruyette & Woods, Inc.

We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering. We have not established any set criteria for determining whether to accept or reject a purchase order in the community offering or the syndicated community offering and, accordingly, any determination to accept or reject purchase orders in the community offering and the syndicated community offering will be based on the facts and circumstances known to us at the time.

To ensure a proper allocation of stock, each subscriber eligible to purchase stock in the subscription offering must list on his or her stock order and certification form all deposit accounts in which he or she had an ownership interest at June 30, 2009, [supplemental date] or [other member date], as applicable. Failure to list all accounts, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

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If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first in the order of priority to subscribers in the subscription offering. A detailed description of share allocation procedures can be found in the section entitled “The Conversion; Plan of Distribution.”

How We Determined the Offering Range

The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of Wolverine Bancorp, Inc., assuming the conversion and the offering are completed. RP Financial, LC., our independent appraiser, has estimated that as of August 13, 2010, this market value was $29,500,000. By regulation, this market value forms the midpoint of a valuation range with a minimum of $25,075,000 and a maximum of $33,925,000. Based on this valuation and a $10.00 per share price, the number of shares of common stock being offered for sale by us will range from 2,507,500 shares to 3,392,500 shares. We may sell up to 3,901,375 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions.

The appraisal is based in part on our financial condition and results of operations, the effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded thrift holding companies with assets between $199 million and $591 million that RP Financial, LC. considered comparable to us.

Company Name and Ticker Symbol	Exchange	Headquarters	Total Assets(1)
			(in millions)
First Clover Leaf Financial Corp. (FCLF)	NASDAQ	Edwardsville, IL	$	591
Citizens Community Bancorp, Inc. (CZWI)	NASDAQ	Eau Claire, WI	$	576
First Savings Financial Group (FSFG)	NASDAQ	Clarksville, IN	$	494
First Capital, Inc. (FCAP)	NASDAQ	Corydon, IN	$	458
North Central Bancshares (FFFD)	NASDAQ	Fort Dodge, IA	$	452
Wayne Savings Bancshares (WAYN)	NASDAQ	Wooster, IA	$	407
River Valley Bancorp (RIVR)	NASDAQ	Madison, IN	$	395
LSB Financial Corp. (LSBI)	NASDAQ	Lafayette, IN	$	372
First Fed of Northern Michigan (FFNM)	NASDAQ	Alpena, MI	$	227
FFD Financial Corp. (FFDF)	NASDAQ	Dover, OH	$	199

(1) Figures as of June 30, 2010 unless noted otherwise.

The following table presents a summary of selected pricing ratios for Wolverine Bancorp, Inc. and the peer group companies identified by RP Financial, LC. Ratios are based on earnings for the twelve months ended June 30, 2010 and book value as of June 30, 2010, except as noted in the table above where company information is as of March 31, 2010, the most recent information available as of the time of the appraisal. Tangible book value is total equity, less intangible assets. Compared to the median pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 16.4% on a price-to-book value basis and a discount of 24.3% on a price-to-tangible book value basis. The pricing ratios result from our generally having higher levels of equity but lower core earnings than the companies in the peer group on a pro forma basis. The pricing ratios also reflect recent volatile market conditions, particularly for stock of financial institution holding companies, and the effect of such conditions on the trading market for recent mutual-to-stock conversions. In reviewing and approving the valuation, our Board of Directors considered the range of price-to-book value ratios and price-to-tangible book value ratios at the different ranges of shares to be sold in the offering. The appraisal did not consider one valuation approach to be more important than the others.

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	Price-to-earnings multiple		Price-to-book value ratio		Price-to-tangible book value ratio
Wolverine Bancorp, Inc. (pro forma)(1)
Maximum, as adjusted	(14.66	)x	52.41	%	52.41	%
Maximum	(12.80	)x	48.45	%	48.45	%
Midpoint	(11.18	)x	44.56	%	44.56	%
Minimum	(9.53	)x	40.23	%	40.23	%
Valuation of peer group companies using stock prices as of August 13, 2010
Averages	16.31x		59.78	%	64.04	%
Medians	16.54x		57.96	%	65.25	%

(1) Based on earnings for the twelve months ended June 30, 2010 and book value as of June 30, 2010.

RP Financial, LC. advised the Board of Directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date, and as a result of this analysis, RP Financial, LC. determined that our pro forma price-to-core earnings ratios were not meaningful due to our net loss for the trailing 12-month period ended June 30, 2010 in comparison to the peer group companies, and our pro forma price-to-book and price-to-tangible book ratios were lower than the peer group companies. See “—How We Determined the Offering Range.”

Our Board of Directors carefully reviewed the information provided to it by RP Financial, LC. through the appraisal process, but did not make any determination regarding whether prior standard mutual-to-stock conversions have been undervalued or overvalued, nor did the board draw any conclusions regarding how the historical pricing data reflected above may affect Wolverine Bancorp, Inc.’s appraisal. Instead, we engaged RP Financial, LC. to help us understand the regulatory process as it applies to the appraisal and to advise the Board of Directors as to how much capital Wolverine Bancorp, Inc. would be required to raise under the regulatory appraisal guidelines.

The independent appraisal does not indicate per share market value. Do not assume or expect that the valuation of Wolverine Bancorp, Inc. as indicated above means that, after the conversion and the offering, the shares of common stock will trade at or above the $10.00 offering price. Furthermore, the pricing ratios presented above were utilized by RP Financial, LC. to estimate our market value and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

The independent appraisal will be updated prior to the completion of the conversion. If the appraised value decreases below $25.1 million or increases above $39.0 million, subscribers may be resolicited with the approval of the Office of Thrift Supervision and be given the opportunity to change or cancel their orders. If you do not respond, we will cancel your stock order and return your subscription funds, with interest, and cancel any authorization to withdraw funds from your deposit accounts for the purchase of shares of common stock. For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion; Plan of Distribution—Determination of Share Price and Number of Shares to be Issued.”

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After-Market Stock Price Performance Provided by Independent Appraiser

The following table presents stock price performance information for all standard mutual-to-stock conversions completed between January 28, 2009 and August 13, 2010. These companies did not constitute the group of ten comparable public companies utilized in RP Financial, LC.’s valuation analysis.

Mutual-to-Stock Conversion Offerings with Closing Dates

between January 28, 2009 and August 13, 2010

	Conversion Date	Exchange	Percentage Price Appreciation (Depreciation) From Initial Trading Date
Company Name and Ticker Symbol			One Day	One Week	One Month		Through August 13, 2010
Peoples Federal Bancshares, Inc. (PEOP)	07/07/2010	OTCBB	4.0	6.9	4.2		4.0
Fairmount Bancorp, Inc. (FMTB)	06/03/2010	NASDAQ	10.0	20.0	10.0		20.0
Harvard Illinois Bancorp, Inc. (HARI)	04/09/2010	OTCBB	0.0	0.0	(1.0	)	(32.0	)
OBA Financial Services, Inc. (OBAF)	01/22/2010	NASDAQ	3.9	1.1	3.1		10.2
OmniAmerican Bancorp, Inc. (OABC)	01/21/2010	NASDAQ	18.5	13.2	9.9		11.2
Versailles Financial Corp. (VERF)	01/13/2010	OTCBB	0.0	0.0	0.0		0.0
Athens Bancshares, Inc. (AFCB)	01/07/2010	NASDAQ	16.0	13.9	10.6		10.1
Territorial Bancorp, Inc. (TBNK)	07/15/2010	NASDAQ	49.9	47.5	48.7		72.9
St. Joseph Bancorp, Inc. (SJBA)	02/02/2009	OTCBB	0.0	0.0	0.0		0.0
Hibernia Hmstd Bncrp, Inc. (HIBE)	01/28/2009	OTCBB	5.0	5.0	5.0		55.0
Average			11.7	10.1	9.5		15.9
Median			4.5	3.1	4.1		10.2
High			49.9	47.5	48.7		72.9
Low			0.0	0.0	(1.0	)	(32.0	)

Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the independent appraisal itself; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Wolverine Bancorp, Inc. Moreover, the pricing ratios for their stock offerings were in some cases different than the pricing ratios for Wolverine Bancorp, Inc.’s common stock, and the market conditions in which these offerings were completed were, in some cases, different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings.

There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for many mutual-to-stock conversions. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25. Generally, no individual, or individuals exercising subscription rights through a single qualifying account held jointly, may purchase more than 35,000 shares ($350,000) of common stock. If any of the following persons purchases shares of common stock through different accounts, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 50,000 shares ($500,000):

• your spouse or relatives of you or your spouse living in your house;

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• most companies, trusts or other entities in which you are a trustee, have a substantial beneficial interest or hold a senior management position; or

• other persons who may be your associates or persons acting in concert with you.

See the detailed descriptions of “acting in concert” and “associate” in “The Conversion; Plan of Distribution—Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock

In the subscription offering and community offering, you may pay for your shares only by:

• personal check, bank check or money order, made payable to Wolverine Bancorp, Inc.; or

• authorizing us to withdraw funds from the types of Wolverine Bank deposit accounts permitted on the stock order and certification form.

Wolverine Bank is not permitted to knowingly lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use a check drawn on a Wolverine Bank line of credit or a third-party check to pay for shares of common stock.

You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order and certification form, together with full payment or authorization to withdraw from one or more of your Wolverine Bank deposit accounts, so that it is received (not postmarked) before 12:00 noon, Eastern time, on [expiration date], which is the expiration of the offering period. For orders paid for by check or money order, the funds will be cashed promptly and held in a segregated account at Wolverine Bank. We will pay interest on those funds calculated at Wolverine Bank’s current statement savings rate from the date funds are received until completion or termination of the conversion and the offering. Withdrawals from certificates of deposit to purchase shares of common stock in the offering may be made without incurring an early withdrawal penalty; however, if a withdrawal results in a certificate account with a balance less than the applicable minimum balance requirement, the certificate will be canceled at the time of withdrawal without penalty and the remaining balance will be transferred to a savings account and earn interest at our statement savings rate subsequent to the withdrawal. All funds authorized for withdrawal from deposit accounts with Wolverine Bank must be in the accounts at the time the stock order is received. However, funds will not be withdrawn from the accounts until the completion of the conversion and offering and will earn interest at the applicable deposit account rate until that time. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive your order, your order cannot be changed or canceled unless the number of shares of common stock to be offered is increased to more than 3,901,375 shares or decreased to fewer than 2,507,500 shares, or the offering is extended beyond [extension date].

By signing the stock order and certification form, you are acknowledging receipt of a prospectus and that the shares of common stock are not deposits or savings accounts that are federally insured or otherwise guaranteed by Wolverine Bank, the Federal Deposit Insurance Corporation or any other government agency.

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You may be able to subscribe for shares of common stock using funds in your individual retirement account (IRA). If you wish to use some or all of the funds in your Wolverine Bank IRA to purchase our common stock, the applicable funds must be transferred to a self-directed account maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. Because individual circumstances differ and processing of IRA fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] expiration of the offering period, for assistance with purchases using funds from your Wolverine Bank IRA or any other retirement account that you may have. Whether you may use such funds for the purchase of shares in the stock offering may depend on time constraints and, possibly, limitations imposed by the brokerage firm or institution where your funds are held.

Delivery of Stock Certificates

Certificates representing shares of common stock sold in the offering will be mailed to the persons entitled thereto at the certificate registration address noted by them on the stock order and certification form, as soon as practicable following consummation of the offering and receipt of all necessary regulatory approvals. It is possible that, until certificates for the common stock are delivered, purchasers might not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading.

How We Intend to Use the Proceeds From the Offering

Assuming we sell 3,901,375 shares of common stock in the stock offering, and we have net proceeds of $37.5 million, we intend to distribute the net proceeds as follows:

• $18.7 million (50.0% of the net proceeds) will be invested in Wolverine Bank;

• $3.1 million (8.3% of the net proceeds) will be loaned to our employee stock ownership plan to fund its purchase of our shares of common stock; and

• $15.6 million (41.7% of the net proceeds) will be retained by us.

We may use the remaining funds we receive for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. Wolverine Bank may use the proceeds it receives to support increased lending and other products and services, and to repay borrowings. The net proceeds retained by Wolverine Bancorp, Inc. and Wolverine Bank also may be used for future business expansion through acquisitions of banks, thrifts and other financial services companies, and opening or acquiring branch offices. We have no current arrangements or agreements with respect to any such acquisitions. Initially, a substantial portion of the net proceeds will be invested in short-term investments and mortgage-backed securities consistent with our investment policy.

Please see the section of this prospectus entitled “How We Intend to Use the Proceeds From the Offering” for more information on the proposed use of the proceeds from the offering.

You May Not Sell or Transfer Your Subscription Rights

Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to

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sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. When completing your stock order and certification form, you should not add the name(s) of persons who do not have subscription rights or who qualify in a lower subscription priority than you do. In addition, the stock order and certification form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription.

Deadline for Orders of Common Stock

If you wish to purchase shares of common stock in the offering, we must receive a properly completed original stock order and certification form, together with full payment for the shares of common stock, at the Stock Information Center or any of our branch offices no later than 12:00 noon, Eastern time, on [expiration date]. Stock order and certification forms will not be accepted at our loan center. A postmark prior to [expiration date] will not entitle you to purchase shares of common stock unless we receive the envelope by 12:00 noon, Eastern time on [expiration date]. You may submit your stock order and certification form by mail using the order reply envelope provided, by overnight courier to the indicated address on the stock order form, or by hand delivery to our Stock Information Center, located at 5710 Eastman Avenue, Midland, Michigan 48640, or to any of our branch offices. Once we receive it, your order is irrevocable unless the offering is terminated or extended beyond [extension date] or the number of shares of common stock to be sold is decreased to less than 2,507,500 shares or increased to more than 3,901,375 shares. If the offering is extended beyond [extension date], or if the number of shares of common stock to be sold is decreased to less than 2,507,500 shares or is increased to more than 3,901,375 shares, we will, with the approval of the Office of Thrift Supervision, resolicit subscribers, giving them the opportunity to confirm, cancel or change their stock orders during a specified resolicitation period.

Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 12:00 noon, Eastern time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 2,507,500 shares of common stock, we may take steps to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

• increase the purchase limitations; and/or

• seek the approval of the Office of Thrift Supervision to extend the offering beyond [extension date], so long as we resolicit subscriptions that we have previously received in the offering.

If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be, and, in our sole discretion, some other large subscribers may be, given the opportunity to increase their subscriptions up to the then applicable limit.

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Possible Change in the Offering Range

RP Financial, LC. will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial, LC. determines that our pro forma market value has increased, we may sell up to 3,901,375 shares in the offering without further notice to you. If our pro forma market value at that time is either below $25.1 million or above $39.0 million, then, after consulting with the Office of Thrift Supervision, we may:

• terminate the stock offering and promptly return all funds;

• set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their purchase orders for shares of Wolverine Bancorp, Inc.’s common stock; or

• take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Possible Termination of the Offering

We may terminate the offering at any time prior to the special meeting of members of Wolverine Bank that is being called to vote upon the conversion, and at any time after member approval with the approval of the Office of Thrift Supervision.

We must sell a minimum of 2,507,500 shares to complete the offering. If we terminate the offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at our statement savings rate and we will cancel deposit account withdrawal authorizations.

Purchases by Officers and Directors

We expect our directors and executive officers, together with their associates, to subscribe for 105,600 shares of common stock in the offering, or 4.2% of the shares to be sold at the minimum of the offering range. However, there can be no assurance that any individual director or executive officer, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. The purchase price paid by our directors and executive officers for their subscribed shares will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Purchases by directors, executive officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the offering.

Benefits to Management and Potential Dilution to Stockholders Following the Conversion

We expect our tax-qualified employee stock ownership plan to purchase up to 8% of the total number of shares of common stock that we sell in the offering, or up to 271,400 shares of common stock, assuming we sell the maximum of the shares proposed to be sold. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 8% of the total number of shares of common stock sold in the offering. Subject to regulatory approval, we reserve the right to purchase shares of common stock in the open market following the offering in order to fund all or a portion of the employee stock ownership plan. This plan is a tax-qualified retirement plan for the benefit of all our employees. Purchases by the employee stock ownership plan will be included in determining whether the required minimum number of shares have been sold in the offering. Assuming the employee stock

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ownership plan purchases 271,400 shares in the offering, we will recognize annual pre-tax compensation expense of $135,700 over a 20-year period, assuming the shares of common stock have a fair market value of $10.00 per share for the full 20-year period. If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly.

We also intend to implement one or more stock-based benefit plans no earlier than six months after completion of the conversion. Stockholder approval of these plans will be required, and the stock-based benefit plans cannot be implemented until at least six months after the completion of the conversion pursuant to applicable Office of Thrift Supervision regulations. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will reserve a number of shares of common stock equal to not more than 4% of the shares sold in the offering, or up to 135,700 shares of common stock at the maximum of the offering range, for restricted stock awards to key employees and directors, at no cost to the recipients. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will also reserve a number of shares equal to not more than 10% of the shares of common stock sold in the offering, or up to 339,250 shares of common stock at the maximum of the offering range, for the exercise of stock options granted to key employees and directors. If the stock-based benefit plans are adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt stock-based benefit plans encompassing more than 474,950 shares of our common stock assuming the maximum of the offering range. We have not yet determined whether we will present these plans for stockholder approval within 12 months following the completion of the conversion or whether we will present these plans for stockholder approval more than 12 months after the completion of the conversion.

If 4% of the shares of common stock sold in the offering are awarded under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders’ ownership interest in Wolverine Bancorp, Inc. would be diluted by approximately 3.8%. If 10% of the shares of common stock sold in the offering are issued upon the exercise of options granted under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders’ ownership interest in Wolverine Bancorp, Inc. would be diluted by approximately 9.1%.

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The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that are available under one or more stock-based benefit plans if such plans are adopted within one year following the completion of the conversion and the offering. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all employees. A portion of the stock grants shown in the table below may be made to non-management employees.

	Number of Shares to be Granted or Purchased				Dilution Resulting From Issuance of Shares for Stock Benefit Plans		Value of Grants(1)
	At Minimum of Offering Range	At Maximum of Offering Range	As a Percentage of Common Stock to be Issued(2)				At Minimum of Offering Range		At Maximum of Offering Range
							(Dollars in thousands)
Employee stock ownership plan	200,600	271,400	8.00	%	—	%	$	2,006	$	2,714
Stock awards	100,300	135,700	4.00	%	3.8	%		1,003		1,357
Stock options	250,750	339,250	10.00	%	9.1	%		547		740
Total	551,650	746,350	22.00	%	12.3	%	$	3,556	$	4,811

(1) The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $2.18 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of 2.0% equal to the average dividend yield of publicly traded thrifts; an expected option life of ten years; a risk-free interest rate of 2.97%; and a volatility rate of 18.2% based on an index of publicly traded thrift institutions. The actual expense of stock options granted under a stock-based benefit plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted, which may or may not be the Black-Scholes model.

(2) The stock-based benefit plans may award a greater number of options and shares, respectively, if the plans are adopted more than 12 months after the completion of the conversion.

The actual value of restricted stock grants will be determined based on their fair value (the closing market price of shares of common stock of Wolverine Bancorp, Inc.) as of the date grants are made. The following table presents the total value of all shares to be available for awards of restricted stock under the stock-based benefit plan, assuming the shares for the plan are purchased or issued in a range of market prices from $8.00 per share to $14.00 per share at the time of the grant.

Share Price		100,300 Shares Awarded at Minimum of Offering Range		118,000 Shares Awarded at Midpoint of Offering Range		135,700 Shares Awarded at Maximum of Offering Range		156,060 Shares Awarded at Maximum of Offering Range, As Adjusted
		(In thousands, except share price information)
$	8.00	$	802,400	$	944,000	$	1,085,600	$	1,248,480
	10.00		1,003,000		1,180,000		1,357,000		1,560,600
	12.00		1,203,600		1,416,000		1,628,400		1,872,720
	14.00		1,404,200		1,652,000		1,899,800		2,184,840

The grant-date fair value of the stock options granted under the stock-based benefit plans will be based, in part, on the closing price of shares of common stock of Wolverine Bancorp, Inc. on the date the options are granted. The fair value will also depend on the various assumptions utilized in the option-pricing model ultimately adopted. The following table presents the total estimated value of the stock options to be available for grant under the stock-based benefit plans, assuming the range of market prices for the shares are $8.00 per share to $14.00 per share at the time of the grant.

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Exercise Price		Grant-Date Fair Value Per  Option		250,750 Options  at Minimum of Range		295,000 Options  at Midpoint of Range		339,250 Options  at Maximum of Range		390,138 Options  at Maximum of Range, As Adjusted
(In thousands, except share price information)
$	8.00	$	1.74	$	436,305	$	513,300	$	590,295	$	678,840
	10.00		2.18		546,635		643,100		739,565		850,501
	12.00		2.62		656,965		772,900		888,835		1,022,162
	14.00		3.05		764,788		899,750		1,034,713		1,189,921

The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below $10.00 per share. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

Market for Common Stock

We expect that our common stock will be listed on the Nasdaq Capital Market under the symbol “WBKC.” Keefe, Bruyette & Woods, Inc. currently intends to make a market in the shares of our common stock, but is under no obligation to do so. See “Market for the Common Stock.”

Our Policy Regarding Dividends

Following completion of the stock offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors, including the following:

• regulatory capital requirements;

• our financial condition and results of operations;

• our other uses of funds for the long-term value of shareholders;

• tax considerations;

• statutory and regulatory limitations; and

• general economic conditions.

Tax Consequences

As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to Wolverine Bank, Wolverine Bancorp, Inc., or persons eligible to subscribe in the subscription offering. See “Taxation” for additional information.

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Conditions to Completion of the Conversion and the Offering

We cannot complete the conversion and the offering unless:

• the plan of conversion is approved by at least a majority of votes eligible to be cast by members of Wolverine Bank. A special meeting of members to consider and vote upon the plan of conversion has been set for                              , 2010;

• we have received orders to purchase at least the minimum number of shares of common stock offered; and

• we receive final approval from the Office of Thrift Supervision to complete the conversion and the offering.

How You Can Obtain Additional Information

Our branch office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or the offering, please call our Stock Information Center at (            )             -            , Monday through Friday between 9:00 a.m. and 5:00 p.m., Eastern time, or visit the Stock Information Center located at 5710 Eastman Avenue, Midland, Michigan between 9:00 a.m. and 5:00 p.m., Eastern time, on Wednesdays or Thursdays during the offering period. The Stock Information Center will be closed on weekends and bank holidays.

TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF [EXPIRATION DATE], IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED OR HAND-DELIVERED ANY LATER THAN FIVE DAYS OR TWO DAYS, RESPECTIVELY, PRIOR TO [EXPIRATION DATE].

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RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in our

shares of common stock.

Risks Related to Our Business

Our concentration of loans in our primary market area and throughout Michigan may increase our risk.

Our success depends primarily on the general economic conditions in our primary market area, which we consider to be the Great Lakes Bay Region of Michigan which is located in the eastern portion of Michigan’s lower peninsula, as well as on the Michigan economy generally. Unlike larger banks that are more geographically diversified, we provide banking and financial services to customers primarily in Michigan. The economic conditions in our primary market area have a significant impact on our loans, the ability of the borrowers to repay those loans and the value of the collateral securing those loans. Unemployment rates in our primary market area as well as throughout Michigan are well above the national average of 9.5%. Additionally, in recent years, both our primary market area and Michigan have experienced either a limited or shrinking growth pattern, reflecting in part, the economic downturn. Future business and growth opportunities will be influenced by economic and demographic characteristics of our primary market area and throughout the State of Michigan.

A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would affect economic conditions in our market area and could adversely affect our financial condition and results of operations.

Our concentration in commercial real estate loans, including multifamily and land loans, has exposed, and will continue to expose, us to increased lending risks and related loan losses.

Our current business strategy is to continue to emphasize the origination or participation of commercial real estate loans. At June 30, 2010, our commercial real estate loans, including multifamily and land loans, totaled $134.6 million, or 53.4% of total loans. At that date, our commercial real estate loans that were delinquent 90 days or more totaled $4.5 million, or 88.3% of total delinquent loans of 90 days or more. We intend to continue to emphasize the origination of commercial real estate loans consistent with safety and soundness standards.

Commercial real estate loans generally have greater credit risk than the owner-occupied one- to four-family residential mortgage loans that we originate for retention in our loan portfolio. Repayment of commercial real estate loans generally depends, in large part, on sufficient income from the property securing the loan or the borrower’s business to cover operating expenses and debt service. These types of loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Changes in economic conditions that are beyond the control of the borrower may affect the value of the security for the loan, the future cash flow of the affected property or business, or the marketability of a construction project with respect to loans originated for the acquisition and development of property. Additionally, due to declining property values in our primary market area and in Michigan, the loan to value ratios of many of our commercial real estate loans have increased significantly from the loan to value ratios that were assigned to these loans at the time of origination. As we maintain or increase our portfolio of commercial real estate loans, our level of non-performing loans may increase.

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At June 30, 2010, our 10 largest commercial real estate relationships, including multifamily and land loans, comprised $52.0 million, or 21.1% of our total loan portfolio, and $10.2 million of these loans were classified as substandard.

We have been negatively affected by current market and economic conditions. A continuation or worsening of these conditions could adversely affect our operations, financial condition and earnings.

The severe economic recession of 2008 and 2009 and the weak economic recovery since then have resulted in continued uncertainty in the financial markets and the expectation of weak general economic conditions, including high levels of unemployment, continuing at least through 2010. The resulting economic pressure on consumers and businesses has adversely affected our business, financial condition, and results of operations. The credit quality of loan and investment securities portfolios has deteriorated at many financial institutions and the values of real estate collateral supporting many commercial and residential mortgage loans have declined and may continue to decline. Our commercial and multifamily real estate loan customers have experienced increases in vacancy rates and declines in rental rates for both multifamily and commercial properties. The continuing real estate downturn also has resulted in reduced demand for the construction of new housing and in increased delinquencies in construction, residential and commercial real estate loans. Financial companies’ stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets. A continuation or worsening of these conditions could result in reduced loan demand and further increases in loan delinquencies, loan losses, loan loss provisions, costs associated with monitoring delinquent loans and disposing of foreclosed property, and otherwise negatively affect our operations, financial condition and earnings.

The Federal Deposit Insurance Corporation Quarterly Banking Profile has reported that non-performing assets as a percentage of assets for FDIC-insured financial institutions rose to 3.33% as of June 30, 2010, compared to 1.88% as of December 31, 2008. For the year ended December 31, 2009, the FDIC Quarterly Banking Profile reported that annualized return on average assets was 0.09% for FDIC-insured financial institutions compared to 0.81% for the year ended December 31, 2007. At June 30, 2010, our non-performing assets as a percentage of our total assets was 3.80%. Our annualized return on average assets was (2.48)% for the six months ended June 30, 2010 compared to a return on average assets of 0.03% for the year ended December 31, 2009.

Continued negative developments in the financial services industry and in the domestic and international credit markets may significantly affect the markets in which we do business, the market for and value of our loans and investments, and our ongoing operations, costs and profitability. Moreover, continued declines in the stock market in general, or stock values of financial institutions and their holding companies specifically, may adversely affect our stock performance.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

Our customers may not repay their loans according to the original terms, and the collateral, if any, securing the payment of these loans may be insufficient to pay any remaining loan balance. We may experience significant loan losses, which may have a material adverse effect on our operating results. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our

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assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable losses in our loan portfolio, requiring us to make additions to our allowance for loan losses. While our allowance for loan losses was 4.1% of total loans at June 30, 2010, additions to our allowance could materially decrease our net income.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our financial condition and results of operations.

A portion of our loan portfolio consists of loan participations secured by properties outside of our primary market area. Loan participations may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring.

We occasionally purchase loan participations secured by properties outside of our primary market area in which we are not the lead lender. Historically, the loan participations have been secured by one- to four-family residential properties and commercial properties throughout Michigan as well as by certificates of deposit. Although we underwrite these loan participations consistent with our general underwriting criteria, loan participations may have a higher risk of loss than loans we originate because we rely on the lead lender to monitor the performance of the loan. Moreover, our decision regarding the classification of a loan participation and loan loss provisions associated with a loan participation is made in part based upon information provided by the lead lender. A lead lender also may not monitor a participation loan in the same manner as we would for loans that we originate. At June 30, 2010, our loan participations totaled $8.7 million, or 3.5% of our loan portfolio, $6.5 million of which were outside our primary market area.

Additionally, because our primary market area is not a high-growth area, we expect to increase our level of loan participations following completion of the stock offering as a way to effectively deploy our net proceeds. If our underwriting of these participation loans is not sufficient, our non-performing loans may increase and our earnings may decrease.

If our non-performing assets increase, our earnings will decrease.

At June 30, 2010, our non-performing assets (which consist of non-accrual loans, loans 90 days or more delinquent, troubled debt restructurings and real estate owned) totaled $11.7 million, which is an increase of $3.4 million over our non-performing assets at December 31, 2009 and $7.2 million over our non-performing assets at December 31, 2008. Our non-performing assets adversely affect our net income in various ways. We do not record interest income on non-accrual loans, and we must reserve for probable losses on non-performing loans, which are established through a current period charge to income in the provision for loan losses. There are also legal fees associated with the resolution of problem assets. Additionally, our real estate owned results in carrying costs such as taxes, insurance and maintenance fees. Further, the resolution of non-performing assets requires the active involvement of management, which can distract us from the overall supervision of operations and other income-producing activities of the Bank. Finally, if our estimate of the allowance for loan losses is inadequate, we will have to increase the allowance accordingly, which is effected by recording a provision for loan losses.

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Higher Federal Deposit Insurance Corporation insurance premiums have increased our expenses and any future insurance premium increases will adversely affect our earnings.

On May 22, 2009, the Federal Deposit Insurance Corporation adopted a final rule levying a five basis point special assessment on each insured depository institution’s assets minus Tier 1 capital as of June 30, 2009. We recorded an expense of $131,000 during the quarter ended June 30, 2009, to reflect the special assessment. Any further special assessments that the Federal Deposit Insurance Corporation levies will be recorded as an expense during the appropriate period. The Federal Deposit Insurance Corporation also increased the general deposit insurance assessment rate. Therefore, our Federal Deposit Insurance Corporation general insurance premium expense will increase compared to prior periods.

The Federal Deposit Insurance Corporation also adopted a rule pursuant to which all insured depository institutions were required to prepay their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. The prepayment amount was collected on December 30, 2009. The assessment rate for the fourth quarter of 2009 and for 2010 is based on each institution’s total base assessment rate for the third quarter of 2009, modified to assume that the assessment rate in effect on September 30, 2009 had been in effect for the entire third quarter, and the assessment rate for 2011 and 2012 will be equal to the modified third quarter assessment rate plus an additional three basis points. In addition, each institution’s base assessment rate for each period will be calculated using its third quarter assessment base, adjusted quarterly for an estimated 5% annual growth rate in the assessment base through the end of 2012. We recorded the pre-payment as a prepaid expense, which will be amortized to expense over three years. Based on our deposits and assessment rate as of September 30, 2009, our prepayment amount was $932,000, $59,000 of which was expensed during the fourth quarter of 2009. If our FDIC assessments increase we may be required to incur additional expense if our prepaid assessments do not satisfy any such increase.

Future changes in interest rates could reduce our profits.

Our profitability largely depends on our net interest income, which can be negatively affected by changes in interest rates. Net interest income is the difference between:

• the interest income we earn on our interest earning assets, such as loans and securities; and

• the interest expense we incur on our interest-bearing liabilities, such as deposits and borrowings.

The interest rates on our loans are generally fixed for a longer period of time than the interest rates on our deposits. Like many savings institutions, our focus on deposits as a source of funds, which either have no stated maturity or shorter contractual maturities than mortgage loans, results in our liabilities having a shorter average duration than our assets. For example, as of June 30, 2010, 15.1% of our loans had remaining maturities of 15 years or longer, while 77.7% of our certificates of deposit had remaining maturities of one year or less. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest we earn on our assets, such as loans and investments, may not increase as rapidly as the interest we pay on our liabilities, such as deposits. In a period of declining market interest rates, the interest income we earn on our assets may decrease more rapidly than the interest expense we incur on our liabilities, as borrowers prepay mortgage loans and mortgage-backed securities and callable investment securities are called or prepaid, thereby requiring us to reinvest these cash flows at lower interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

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In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates generally results in increased prepayments of loans and mortgage-backed and related securities, as borrowers refinance their debt in order to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans.

We evaluate interest rate sensitivity using a model that estimates the change in our net portfolio value over a range of interest rate scenarios, also known as a “rate shock” analysis. Net portfolio value is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Financial reform legislation recently enacted by Congress will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our costs of operations.

Congress recently enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This new law will significantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.

Certain provisions of the Dodd-Frank Act are expected to have a near term effect on us. For example, the new law provides that the Office of Thrift Supervision, which is the current primary federal regulator for Wolverine Bank, will cease to exist one year from the date of the new law’s enactment. The Office of the Comptroller of the Currency, which is currently the primary federal regulator for national banks, will become the primary federal regulator for federal thrifts. Moreover, the Board of Governors of the Federal Reserve System will supervise and regulate all savings and loan holding companies that were formerly regulated by the Office of Thrift Supervision, including Wolverine Bancorp, Inc.

Also effective one year after the date of enactment is a provision of the Dodd-Frank Act that eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse effect on our interest expense.

The Dodd-Frank Act also broadens the base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013.

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The Dodd-Frank Act will require publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizes the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

The Dodd-Frank Act creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

It is difficult to predict at this time what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

We are subject to extensive regulation, supervision, and examination by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. Federal regulations govern the activities in which we may engage, and are primarily for the protection of depositors and the Deposit Insurance Fund. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operations of a bank, the classification of assets by a bank, and the adequacy of a bank’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations or legislation, could have a material impact on our results of operations. Because our business is highly regulated, the laws, rules and applicable regulations are subject to regular modification and change. There can be no assurance that proposed laws, rules and regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition or prospects. Further, we expect any such new laws, rules or regulations will add to our compliance costs and place additional demands on our management team.

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking and financial services industry is intense. In our market areas, we compete with credit unions, commercial banks, savings institutions, mortgage brokerage firms, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to grow and remain profitable on a long-term basis. Our profitability depends upon our continued ability to successfully compete in our market areas. If we must raise interest rates

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paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. For additional information see “Business of Wolverine Bank—Competition.”

If our investment in the common stock of the Federal Home Loan Bank of Indianapolis is classified as other-than-temporarily impaired or as permanently impaired, our earnings and stockholders’ equity could decrease.

We own common stock of the Federal Home Loan Bank of Indianapolis. We hold this stock to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the Federal Home Loan Bank of Indianapolis’s advance program. The aggregate cost and fair value of our Federal Home Loan Bank of Indianapolis common stock as of June 30, 2010 was $4.7 million based on its par value. Federal Home Loan Bank common stock is not a marketable security and can only be redeemed by the Federal Home Loan Bank. However, the Federal Home Loan Bank of Indianapolis requires five years’ advance notice to redeem common stock.

In addition, Federal Home Loan Banks may be subject to accounting rules and asset quality risks that could materially lower their regulatory capital. In an extreme situation, it is possible that the capitalization of a Federal Home Loan Bank, including the Federal Home Loan Bank of Indianapolis, could be substantially diminished or reduced to zero. Consequently, we believe that there is a risk that our investment in Federal Home Loan Bank of Indianapolis common stock could be deemed impaired at some time in the future, and if this occurs, it would cause our earnings and stockholders’ equity to decrease by the after-tax amount of the impairment charge.

Our earnings have been negatively affected by the reduction of dividends by the Federal Home Loan Bank of Indianapolis since the first quarter of 2009 on its common stock.

The Federal Home Loan Bank of Indianapolis has reduced the dividends paid on its common stock since the first quarter of 2009, and may continue to pay reduced dividends, or cease paying dividends altogether, in the near future. The failure of the Federal Home Loan Bank of Indianapolis to pay full dividends for any quarter will reduce our earnings during that quarter. In addition, the Federal Home Loan Bank of Indianapolis is an important source of liquidity for us, and any restrictions on their operations may hinder our ability to use it as a liquidity source.

Risks Related to this Stock Offering

The future price of our common stock may be less than the purchase price in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the purchase price in the stock offering. The purchase price in the offering is based upon an independent third-party appraisal of the pro forma market value of Wolverine Bank and is subject to review and approval by the Office of Thrift Supervision. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. Our aggregate pro forma market value as reflected in the final independent appraisal may exceed the market price of our shares of common stock after the completion of the offering, which may result in our stock trading below the initial offering price of $10.00 per share.

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The capital we raise in the stock offering will reduce our return on equity. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. For the year ended December 31, 2009, our return on average equity was 0.20%. Following the stock offering, we expect our consolidated equity to be between $62.3 million at the minimum of the offering range and $74.4 million at the adjusted maximum of the offering range. Based upon our earnings for the year ended December 31, 2009, and these pro forma equity levels, our return on equity would be 0.14% and 0.12% at the minimum and adjusted maximum of the offering range, respectively. We expect our return on equity to remain low until we are able to leverage the additional capital we receive from the stock offering. Although we will be able to increase net interest income using proceeds of the stock offering, our return on equity will be reduced by the capital raised in the stock offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plan which we intend to adopt. Until we can increase our net interest income and noninterest income, we expect our return on equity to remain relatively low compared to our peer group, which may reduce the value of our shares of common stock.

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

Upon completion of the stock offering, we will become a public reporting company. The federal securities laws and regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports, and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from our banking operations. Compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify the adequacy of our internal controls and procedures, which could require us to upgrade our systems, and/or hire additional staff, which would increase our operating costs.

Our stock-based benefit plans will increase our costs, which will reduce our income.

We anticipate that our employee stock ownership plan will purchase 8% of the total shares of common stock sold in the stock offering, with funds borrowed from Wolverine Bancorp, Inc. The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $2.0 million at the minimum of the offering range and $3.7 million at the adjusted maximum of the offering range. We will record annual employee stock ownership plan expense in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

We also intend to adopt a stock-based benefit plan after the stock offering that would award participants (at no cost to them) shares of our common stock and/or options to purchase shares of our common stock. The number of shares reserved for awards of restricted stock or grants of stock options under any initial stock-based benefit plan may not exceed 4% and 10%, respectively, of the total shares issued in the offering, if these plans are adopted within 12 months after the completion of the conversion. We may reserve shares of common stock for stock awards and stock options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering.

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Assuming the market price of the common stock is $10.00 per share; the options are granted with an exercise price of $10.00 per share; the dividend yield on the stock is 2.0%; the expected option life is ten years; the risk free interest rate is 2.97% (based on the ten-year Treasury rate) and the volatility rate on the shares of common stock is 18.2% (based on an index of publicly traded thrift institutions), the estimated grant-date fair value of the options using a Black-Scholes option pricing analysis is $2.18 per option granted. Assuming this value is amortized over a five-year vesting period, the corresponding annual pre-tax expense associated with all the stock options would be $170,100 at the adjusted maximum of the offering range. In addition, assuming that all shares of restricted stock are awarded at a price of $10.00 per share, and that the awards vest over a five-year period, the corresponding annual pre-tax expense associated with restricted stock awarded under the stock-based benefit plan would be $312,110 at the adjusted maximum of the offering range. Moreover, if we grant shares of common stock or options in excess of these amounts, such grants would increase our costs further.

The shares of restricted stock granted under the stock-based benefit plan will be expensed by us over their vesting period at the fair market value of the shares on the date they are awarded. If the shares of restricted stock to be granted under the plan are issued directly from authorized but unissued shares by Wolverine Bancorp, Inc. (rather than repurchased in the open market), the reduction to stockholders’ equity due to the plan would be between $0.57 at the minimum of the offering range and $0.35 at the adjusted maximum of the offering range. To the extent we repurchase shares of common stock in the open market to fund the grants of shares under the plan, and the price of such shares exceeds the offering price of $10.00 per share, stockholders’ equity would similarly be reduced. Conversely, to the extent the price of such shares is below the offering price of $10.00 per share, stockholders’ equity per share would increase.

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We intend to adopt one or more stock-based benefit plans, which will allow participants to be awarded shares of common stock (at no cost to them) and/or options to purchase shares of our common stock, following the stock offering. These stock-based benefit plans will be funded either through open market purchases of shares of common stock, if permitted, or from the issuance of authorized but unissued shares of common stock. Stockholders would experience a reduction in ownership interest totaling 12.3% in the event newly issued shares are used to fund stock options or awards of shares of common stock under these plans in an amount equal to 10% and 4%, respectively, of the shares issued in the stock offering. We may grant shares of common stock and stock options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering. The implementation of the stock-based benefit plan will be subject to stockholder approval and historically the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have entered into employment agreements with our President and Chief Executive Officer and our Chief Operating Officer. These agreements and any other agreements that we may enter into in the future may increase our compensation costs or increase the cost of acquiring us.

We have entered into employment agreements with David H. Dunn, our President and Chief Executive Officer and with Rick Rosinski, our Chief Operating Officer. In the event of termination of employment of Messrs. Dunn and Rosinski other than for cause, or in the event of certain types of termination following a change in control, as set forth in the employment agreements, and assuming the agreements were in effect, the employment agreements provide for cash severance benefits that would

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cost up to approximately $754,000 in the aggregate based on information as of June 30, 2010. Additionally, if, in the future, we enter into additional employment agreements or change in control agreements with other officers of Wolverine Bank, such agreements may further increase our compensation costs in the event of certain types of terminations. For additional information see “Management of Wolverine Bancorp, Inc.—Benefit Plans and Agreements.”

We have broad discretion in using the proceeds of the stock offering. Our failure to effectively use such proceeds could reduce our profits.

We will use a portion of the net proceeds to finance the purchase of shares of common stock in the stock offering by the employee stock ownership plan and we may use the remaining net proceeds to pay dividends to stockholders, repurchase shares of common stock, purchase investment securities, deposit funds in Wolverine Bank, acquire other financial services companies or for other general corporate purposes. Wolverine Bank may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, reduce a portion of our borrowings, or for general corporate purposes. We have not identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively could reduce our profitability. We have not established a timetable for the effective deployment of the proceeds and we cannot predict how long we will require to effectively deploy the proceeds.

Our stock value may be negatively affected by federal regulations that restrict takeovers.

For three years following the stock offering, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. See “Restrictions on Acquisition of Wolverine Bancorp, Inc.” for a discussion of applicable Office of Thrift Supervision regulations regarding acquisitions.

The corporate governance provisions in our articles of incorporation and bylaws and the federal stock charter of Wolverine Bank, and the corporate governance provisions under Maryland law, may prevent or impede the holders of our common stock from obtaining representation on our Board of Directors and may impede takeovers of the company that our board might conclude are not in the best interest of Wolverine Bancorp, Inc. or its stockholders.

Provisions in our articles of incorporation and bylaws, as well as the federal stock charter of Wolverine Bank, may prevent or impede holders of our common stock from obtaining representation on our Board of Directors and may make takeovers of Wolverine Bancorp, Inc. more difficult. For example, our Board of Directors is divided into three classes, only one of which will stand for election annually. A classified board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. In addition, our articles of incorporation include a provision that no person will be entitled to vote any shares of our common stock in excess of 10% of our outstanding shares of common stock. This limitation does not apply to the purchase of shares by a tax-qualified employee stock benefit plan established by us. Wolverine Bank’s federal stock charter will contain a provision that for a period of five years from the closing of the conversion, no person other than Wolverine Bancorp, Inc. may offer directly or indirectly to acquire the beneficial ownership of more than 10% of any class of equity security of Wolverine Bank. This limitation does not apply to the purchase or voting of shares by a tax-qualified employee stock benefit plan established by us, as well as other acquisitions specified in the federal stock charter. In addition, our

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articles of incorporation and bylaws restrict who may call special meetings of stockholders and how directors may be removed from office. Additionally, in certain instances, the Maryland General Corporation Law and our bylaws could require a supermajority vote of our stockholders to approve a merger or other business combination with a large stockholder, if the proposed transaction is not approved by a majority of our directors. See “Restrictions on Acquisition of Wolverine Bancorp, Inc.”

We have never issued common stock and there is no guarantee that a liquid market for our common stock will develop.

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “WBKC,” subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

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SELECTED FINANCIAL AND OTHER DATA

The following tables set forth selected historical financial and other data of Wolverine Bank for the periods and at the dates indicated. The information at December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 is derived in part from, and should be read together with, the audited financial statements and notes thereto of Wolverine Bank beginning at page F-1 of this prospectus. The information at December 31, 2007, 2006 and 2005 and for the years then ended is derived in part from audited financial statements that are not included in this prospectus. The information at June 30, 2010 and for the six months ended June 30, 2010 and 2009 is unaudited and reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the six months ended June 30, 2010 are not necessarily indicative of the results to be achieved for the remainder of 2010 or any other period.

	At June 30, 2010		At December 31,
			2009		2008		2007		2006		2005
	(unaudited)		(In thousands)
Selected Financial Condition Data:
Total assets	$	308,647	$	304,739	$	318,851	$	312,210	$	304,162	$	280,016
Cash and cash equivalents		23,486		23,324		6,466		42,928		18,915		9,314
Interest earning deposits		32,990		22,719		18,952		599		800		1,300
Investment Securities—held-to-maturity		388		1,420		16,294		2,002		8,492		10,023
Loans receivable, net		237,229		245,036		266,875		256,076		265,965		250,669
Federal Home Loan Bank stock		4,700		4,700		4,700		4,643		4,313		2,927
Real estate owned, held for sale		1,016		590		851		1,150		732		67
Premises and equipment		1,752		1,872		1,759		1,979		2,273		2,725
Accrued interest receivable		967		990		1,315		1,193		1,387		1,076
Other assets		6,119		4,088		1,639		1,640		1,285		1,915
Deposits		176,471		167,490		179,383		178,832		176,308		185,261
Federal Home Loan Bank advances		85,000		90,000		92,000		86,850		82,850		51,850
Interest payable and other liabilities		5,518		1,693		2,002		2,121		2,197		2,173
Total equity capital		41,658		45,556		45,466		44,407		42,807		40,732

	For the Six Months Ended June 30,					For the Years Ended December 31,
	2010			2009		2009		2008		2007		2006			2005
	(unaudited)					(In thousands)
Selected Operating Data:
Interest and dividend income	$	7,624		$	8,812	$	16,910	$	18,378	$	18,812	$	17,969		$	14,257
Interest expense		3,793			4,423		8,522		10,120		11,221		9,882			6,448
Net interest income		3,831			4,389		8,388		8,258		7,591		8,087			7,809
Provision for loan losses		3,480			1,520		3,250		1,142		188		(133	)		—
Net interest income after provision for loan losses		351			2,869		5,138		7,116		7,403		8,220			7,809
Other noninterest income		412			1,001		1,720		593		600		403			595
Noninterest expense		6,661	(1)		3,187		6,715		6,093		5,569		5,473			5,424
Income (loss) before income tax expense (benefit)		(5,898	)		683		143		1,616		2,434		3,150			2,980
Income tax expense (benefit)		(2,000	)		234		53		557		834		1,075			1,018
Net income (loss)	$	(3,898	)	$	449	$	90	$	1,059	$	1,600	$	2,075		$	1,962

(1) Includes $2.9 million of expense incurred in connection with the freezing of and withdrawal from our multi-employer defined benefit plan.

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	At or For the Six Months Ended June 30,				At or For the Years Ended December 31,
	2010		2009		2009		2008		2007		2006		2005
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets (ratio of net income to average total assets)(1)	(2.48	)%	0.28	%	0.03	%	0.33	%	0.53	%	0.71	%	0.77	%
Return on average equity (ratio of net income to average equity)(1)	(17.10	)%	1.96	%	0.20	%	2.39	%	3.73	%	5.07	%	5.06	%
Interest rate spread(1) (2)	2.06	%	2.31	%	2.23	%	2.11	%	1.94	%	2.20	%	2.62	%
Net interest margin(1) (3)	2.47	%	2.78	%	2.71	%	2.64	%	2.57	%	2.81	%	3.09	%
Efficiency ratio(4)	156.99	%	59.13	%	66.43	%	68.84	%	67.99	%	64.46	%	64.54	%
Non-interest expense to average total assets(1)	4.24	%	2.00	%	2.15	%	1.93	%	1.86	%	1.88	%	2.12	%
Average interest earning assets to average interest-bearing liabilities	116.79	%	117.03	%	117.37	%	116.42	%	116.65	%	117.70	%	118.39	%
Average equity to average total assets	14.51	%	14.38	%	14.68	%	14.01	%	14.32	%	14.08	%	15.21	%
Asset Quality Ratios:
Non-performing assets to total assets	3.80	%	1.80	%	2.74	%	1.42	%	0.93	%	0.62	%	0.43	%
Non-performing loans to total loans	4.32	%	1.33	%	3.09	%	1.36	%	0.68	%	0.42	%	0.45	%
Allowance for loan losses to non-performing loans	95.11	%	110.73	%	83.79	%	92.00	%	170.93	%	267.43	%	288.34	%
Allowance for loan losses to total loans	4.11	%	1.77	%	2.59	%	1.25	%	1.16	%	1.14	%	1.30	%
Capital Ratios:
Total capital (to risk-weighted assets)	20.24	%	23.34	%	21.80	%	21.90	%	21.87	%	21.30	%	21.70	%
Tier I capital (to risk-weighted assets)	18.97	%	22.08	%	20.54	%	20.64	%	20.82	%	20.05	%	20.45	%
Tier I capital (to total assets)	13.49	%	14.95	%	14.94	%	14.26	%	14.22	%	14.07	%	14.55	%
Other Data:
Number of full service offices	4		4		4		4		4		4		4
Full time equivalent employees	59		61		60		54		58		55		57

(1) Ratios for the six months ended June 30, 2010 and 2009 are annualized.

(2) The interest rate spread represents the difference between the weighted-average yield on interest earning assets and the weighted-average cost of interest-bearing liabilities for the period.

(3) The net interest margin represents net interest income as a percent of average interest earning assets for the period.

(4) The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” 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 our current beliefs and expectations and are inherently subject to significant business, economic, legal, governmental, technological 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. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus, except as otherwise required by securities and other applicable laws.

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, if any;

• changes in consumer spending, borrowing and savings habits;

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

• changes in our organization, compensation and benefit plans;

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• changes in our financial condition or results of operations that reduce capital; and

• changes in the financial condition or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors” beginning on page 16.

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the offering will be until the offering is completed, we anticipate that the net proceeds will be between $23.7 million and $32.4 million, or $37.5 million if the offering range is increased by 15%.

We intend to distribute the net proceeds from the stock offering as follows:

	Based Upon the Sale at $10.00 Per Share of
	2,507,500 Shares					2,950,000 Shares					3,392,500 Shares					3,901,375 Shares(1)
	Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds
	(Dollars in thousands)
Stock offering proceeds	$	25,075				$	29,500				$	33,925				$	39,014
Less offering expenses		(1,382	)				(1,433	)				(1,484	)				(1,542	)
Net offering proceeds	$	23,693		100.0	%	$	28,067		100.0	%	$	32,441		100.0	%	$	37,472		100.0	%
Use of net proceeds:
To Wolverine Bank	$	11,846		50.0	%	$	14,034		50.0	%	$	16,221		50.0	%	$	18,736		50.0	%
To fund loan to employee stock ownership plan		2,006		8.5	%		2,360		8.4	%		2,714		8.4	%		3,121		8.3	%
Retained by Wolverine Bancorp, Inc.	$	9,841		41.5	%	$	11,673		41.6	%	$	13,506		41.6	%	$	15,615		41.7	%

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Wolverine Bank’s deposits. The net proceeds may vary because the total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription and community offerings.

Wolverine Bancorp, Inc. may use the proceeds it retains from the stock offering:

• to fund a loan to the employee stock ownership plan to purchase shares of common stock in the stock offering;

• to invest in mortgage-backed securities, municipal obligations or debt securities issued by agencies of, or entities sponsored by, the United States Government;

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• to finance the acquisition of other financial institutions or other financial service companies, or the deposits and assets of other institutions, including FDIC-assisted acquisitions;

• to pay cash dividends to stockholders;

• to repurchase shares of our common stock; and

• for other general corporate purposes.

With the exception of the funding of the loan to the employee stock ownership plan, Wolverine Bancorp, Inc. has not determined how much of the net offering proceeds it intends to use for each of the foregoing purposes. Initially, we intend to invest a substantial portion of the net proceeds in short-term investments, investment-grade debt obligations and mortgage-backed securities.

Under current Office of Thrift Supervision regulations, we may not repurchase shares of our common stock during the first year following the conversion, except to fund stockholder-approved stock-based benefit plans other than stock options or except when extraordinary circumstances exist and with prior regulatory approval.

Wolverine Bank may use the net proceeds it receives from the stock offering:

• to expand its banking franchise by establishing or acquiring new branches, or acquiring other financial institutions, or the deposits and assets of other financial institutions, including in FDIC-assisted acquisitions;

• to fund new loans;

• to repay borrowings;

• to invest in mortgage-backed securities, municipal obligations or debt securities issued by agencies of, or entities sponsored by, the United States Government; and

• for other general corporate purposes.

Wolverine Bank has not determined how much of the net offering proceeds it intends to use for each of the foregoing purposes. Moreover, the actual cost to acquire or open a new branch may vary significantly depending on the particular opportunity available. Our short-term and long-term growth plans anticipate that, upon completion of the offering, we will experience growth through increased lending and investment activities, cross-selling our products and services to our customers and, possibly, branch acquisitions. We currently have no understandings or agreements to acquire other banks, thrifts, other financial services companies, or branch offices of any such institutions.

Initially, the net proceeds we retain will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities.

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OUR POLICY REGARDING DIVIDENDS

Following completion of the stock offering, our Board of Directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount of such cash dividend, the Board of Directors is expected to take into account a number of factors, including capital requirements, our consolidated financial condition and results of operations, other uses of funds for the long-term value of shareholders, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by Office of Thrift Supervision policy and regulations, may be paid in addition to, or in lieu of, regular cash dividends. We will file a consolidated tax return with Wolverine Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes. Additionally, pursuant to Office of Thrift Supervision regulations, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

Pursuant to our Articles of Incorporation, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock—Common Stock.” Dividends we can declare and pay will depend, in part, upon receipt of dividends from Wolverine Bank, because initially we will have no source of income other than dividends from Wolverine Bank, earnings from the investment of proceeds from the sale of shares of common stock, and interest payments received in connection with the loan to the employee stock ownership plan. A regulation of the Office of Thrift Supervision imposes limitations on “capital distributions” by savings institutions. See “Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

MARKET FOR THE COMMON STOCK

We have never issued capital stock and there is no established market for our shares of common stock. We expect that our shares of common stock will be traded on the Nasdaq Capital Market under the symbol “WBKC,” subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

The development and maintenance of a public market, having the desirable characteristics of depth, liquidity and orderliness, depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of shares of our common stock at any particular time may be limited, which may have an adverse effect on the price at which shares of our common stock can be sold. There can be no assurance that persons purchasing the shares of common stock will be able to sell their shares at or above the $10.00 offering purchase price per share. You should have a long-term investment intent if you purchase shares of our common stock and you should recognize that there may be a limited trading market in the shares of our common stock.

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At June 30, 2010, Wolverine Bank exceeded all of the applicable regulatory capital requirements. The table below sets forth the historical equity capital and regulatory capital of Wolverine Bank at June 30, 2010, and the pro forma regulatory capital of Wolverine Bank, after giving effect to the sale of shares of common stock at a $10.00 per share purchase price. The table assumes the receipt by Wolverine Bank of 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	Wolverine Bank Historical at June 30, 2010				Pro Forma at June 30, 2010, Based Upon the Sale in the Offering of
					2,507,500 Shares					2,950,000 Shares					3,392,500 Shares					3,901,375 Shares(1)
	Amount		Percent of Assets(2)		Amount			Percent of Assets(2)		Amount			Percent of Assets(2)		Amount			Percent of Assets(2)		Amount			Percent of Assets(2)
	(Dollars in thousands)
Equity(4)	$	41,658	13.50	%	$	50,495		15.76	%	$	52,152		16.16	%	$	53,808		16.56	%	$	55,713		17.02	%
Core capital(4)	$	41,658	13.49	%	$	50,495		15.75	%	$	52,152		16.16	%	$	53,808		16.56	%	$	55,713		17.01	%
Core requirement(5)		15,438	5.00			16,030		5.00			16,139		5.00			16,249		5.00			16,375		5.00
Excess	$	26,220	8.49	%	$	34,465		10.75	%	$	36,013		11.16	%	$	37,559		11.56	%	$	39,338		12.01	%
Tier 1 risk-based capital(3) (4)	$	41,658	18.98	%	$	50,495		22.76	%	$	52,152		23.46	%	$	53,808		24.15	%	$	55,713		24.95	%
Risk-based requirement		13,172	6.00			13,314		6.00			13,340		6.00			13,366		6.00			13,396		6.00
Excess	$	28,486	12.98	%	$	37,181		16.76	%	$	38,812		17.46	%	$	40,442		18.15	%	$	42,317		18.95	%
Total risk-based capital(3) (4)	$	44,441	20.24	%	$	53,278		24.01	%	$	54,935		24.71	%	$	56,591		25.40	%	$	58,496		26.20	%
Risk-based requirement		21,953	10.00			22,190		10.00			22,233		10.00			22,277		10.00			22,327		10.00
Excess	$	22,488	10.24	%	$	31,088		14.01	%	$	32,702		14.71	%	$	34,314		15.40	%	$	36,169		16.20	%
Reconciliation of capital infused into Wolverine Bank:
Net proceeds					$	11,846				$	14,034				$	16,221				$	18,736
Less: Common stock to be acquired by employee stock ownership plan						(2,006	)				(2,360	)				(2,714	)				(3,121	)
Less: Common stock to be acquired by stock-based benefit plans						(1,003	)				(1,180	)				(1,357	)				(1,561	)
Pro forma increase					$	8,837				$	10,494				$	12,150				$	14,054

(1) As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Tier 1 (core) leverage and Tier 1 risk-based capital levels are shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a percentage of risk-weighted assets. Requirements shown are “well capitalized” pursuant to prompt corrective action guidelines.

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 50% risk weighting.

(4) Pro forma capital levels assume that the employee stock ownership plan purchases 8% of the shares of common stock to be outstanding in the stock offering with funds we lend and the stock-based benefit plan purchases 4% of the shares of common stock in open market purchases at $10 per share after shareholder approval. Pro forma GAAP and regulatory capital have been reduced by the amount required to fund these plans. See “Management of Wolverine Bancorp, Inc.” for a discussion of the employee stock ownership plan and stock-based benefit plan.

(5) The current Office of Thrift Supervision core capital requirement for financial institutions is 3% of total adjusted assets for financial institutions that receive the highest supervisory rating for safety and soundness and a 4% to 5% core capital ratio requirement for all other financial institutions.

33

CAPITALIZATION

The following table presents the historical capitalization of Wolverine Bank at June 30, 2010 and the pro forma consolidated capitalization of Wolverine Bancorp, Inc., after giving effect to the conversion and the offering, based upon the assumptions set forth in the “Pro Forma Data” section.

	Wolverine Bank Historical at June 30, 2010			Wolverine Bancorp, Inc. Pro Forma, Based Upon the Sale in the Offering at $10.00 per Share of
				2,507,500 Shares			2,950,000 Shares			3,392,500 Shares			3,901,375 Shares(1)
	(Dollars in thousands)
Deposits(2)	$	176,471		$	176,471		$	176,471		$	176,471		$	176,471
Borrowings		85,000			85,000			85,000			85,000			85,000
Total deposits and borrowed funds	$	261,471		$	261,471		$	261,471		$	261,471		$	261,471
Stockholders’ equity:
Common stock $0.01 par value, 100,000,000 shares authorized; assuming shares outstanding as shown(3)		—			25			30			34			39
Additional paid-in capital(4)		—			23,668			28,037			32,407			37,433
Retained earnings(5)		41,658			41,658			41,658			41,658			41,658
Less:
Common stock to be acquired by employee stock ownership plan(6)		—			(2,006	)		(2,360	)		(2,714	)		(3,121	)
Common stock to be acquired by stock-based benefit plans(7)		—			(1,003	)		(1,180	)		(1,357	)		(1,561	)
Total stockholders’ equity	$	41,658		$	62,342		$	66,185		$	70,028		$	74,448
Pro forma shares outstanding
Total shares outstanding					2,507,500			2,950,000			3,392,500			3,901,375
Total stockholders’ equity as a percentage of total assets(2)		13.50	%		18.93	%		19.86	%		20.78	%		21.80	%

(1) As adjusted to give effect to an increase in the number of shares of common stock that could occur due to a 15% increase in the offering range to reflect demand for shares or changes in market conditions following the commencement of the subscription and community offerings.

(2) Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock in the conversion and offering. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.

(3) No effect has been given to the issuance of additional shares of Wolverine Bancorp, Inc. common stock pursuant to one or more stock-based benefit plans. If these plans are implemented within 12 months following the completion of the stock offering, an amount up to 10% and 4% of the shares of Wolverine Bancorp, Inc. common stock sold in the offering will be reserved for issuance upon the exercise of stock options and for issuance as restricted stock awards, respectively, with the amount reserved for restricted stock awards reduced by amounts purchased in the stock offering by our 401(k) plan using its purchase priority in the stock offering. See “Management of Wolverine Bancorp, Inc.”

(4) The sum of the par value of the total shares outstanding and additional paid-in capital equals the net stock offering proceeds at the offering price of $10.00 per share.

(5) The retained earnings of Wolverine Bank will be substantially restricted after the conversion. See “Our Policy Regarding Dividends,” “The Conversion; Plan of Distribution—Liquidation Rights” and “Supervision and Regulation.”

(6) Assumes that 8% of the shares sold in the offering will be acquired by the employee stock ownership plan financed by a loan from Wolverine Bancorp, Inc. The loan will be repaid principally from Wolverine Bank’s contributions to the employee stock ownership plan. Since Wolverine Bancorp, Inc. will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no asset or liability will be reflected on Wolverine Bancorp, Inc.’s consolidated financial statements. Accordingly, the amount of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders’ equity.

(7) Assumes a number of shares of common stock equal to 4% of the shares of common stock to be sold in the offering will be purchased for grant by one or more stock-based benefit plans in open market purchases. The dollar amount of common stock to be purchased is based on the $10.00 per share subscription price in the offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the subscription price in the offering. As Wolverine Bancorp, Inc. accrues compensation expense to reflect the vesting of shares pursuant to the stock-based benefit plans, the credit to equity will be offset by a charge to noninterest expense. Implementation of the stock-based benefit plans will require stockholder approval.

34

PRO FORMA DATA

The following tables summarize historical data of Wolverine Bank and pro forma data of Wolverine Bancorp, Inc. at and for the six months ended June 30, 2010 and the year ended December 31, 2009. This information is based on assumptions set forth below and in the table, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and offering.

The net proceeds in the tables are based upon the following assumptions:

• all shares of common stock will be sold in the subscription and community offerings;

• 105,600 shares of common stock will be purchased by our executive officers and directors, and their associates;

• our employee stock ownership plan will purchase 8% of the shares of common stock sold in the stock offering with a loan from Wolverine Bancorp, Inc. The loan will be repaid in substantially equal payments of principal and interest (at the prime interest rate, adjusted annually) over a period of 20 years;

• Keefe, Bruyette & Woods, Inc. will receive a fee equal to 1.25% of the dollar amount of the shares of common stock sold in the stock offering. Shares purchased by our employee stock benefit plans or by our officers, directors and employees, and their immediate families will not be included in calculating the shares of common stock sold for this purpose; and

• expenses of the stock offering, other than fees and expenses to be paid to Keefe, Bruyette & Woods, Inc., will be $1.0 million.

Pro forma earnings on net proceeds have been calculated assuming the stock has been sold at the beginning of the period and the net proceeds have been invested at a yield of 1.79% for the six months ended June 30, 2010 and for the year ended December 31, 2009. This represents the five-year United States Treasury Note as of June 30, 2010, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally required by Office of Thrift Supervisions regulations. The pro forma after-tax yield on the net proceeds from the offering is assumed to be 1.10% for the six months ended June 30, 2010 and for the year ended December 31, 2009, based on an effective tax rate of 34.0%. Pro forma earnings on net proceeds also include the estimated impact of the Michigan Business Tax, based on a rate of 0.235% of the increase in net capital resulting from the offering.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. We adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the shares of common stock were outstanding at the beginning of each period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of stock-based benefit plans. Subject to the receipt of stockholder approval, we have assumed that the stock-based benefit plans will acquire for

35

restricted stock awards a number of shares of common stock equal to 4% of our outstanding shares of common stock at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plans in awards that vest over a five-year period.

We have also assumed that the stock-based benefit plans will grant options to acquire shares of common stock equal to 10% of our outstanding shares of common stock. In preparing the tables below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $2.18 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 18.2% for the shares of common stock, a dividend yield of 2.0%, an expected option life of ten years and a risk-free interest rate of 2.97%. Finally, we assumed that 25% of the stock options were non-qualified options granted to directors, resulting in a tax benefit (at an assumed tax rate of 34.0%) for a deduction equal to the grant date fair value of the options.

We may reserve shares for the exercise of stock options and the grant of stock awards under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of our total outstanding shares if the stock-based benefit plans are adopted more than one year following the stock offering. In addition, we may grant options and award shares that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than one year following the stock offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute at least 50% of the net proceeds from the stock offering to Wolverine Bank, and we will retain the remainder of the net proceeds from the stock offering. We will use a portion of the proceeds we retain for the purpose of making a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

• withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the stock offering;

• our results of operations after the stock offering; or

• changes in the market price of the shares of common stock after the stock offering.

The following pro forma information may not represent the financial effects of the stock offering at the date on which the stock offering actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of our assets and liabilities, computed in accordance with GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of intangible assets or the liquidation account we will establish in the conversion in the unlikely event we are liquidated.

36

	At or For the Six months ended June 30, 2010 Based Upon the Sale at $10.00 Per Share of
	2,507,500 Shares			2,950,000 Shares			3,392,500 Shares			3,901,375 Shares(1)
	(Dollars in thousands, except per share amounts)
Gross Proceeds of Offering	$	25,075		$	29,500		$	33,925		$	39,014
Less: expenses		1,382			1,433			1,484			1,542
Estimated net proceeds		23,693			28,067			32,441			37,472
Less: Common stock purchased by ESOP(2)		(2,006	)		(2,360	)		(2,714	)		(3,121	)
Less: Common stock awarded under stock-based benefit plans(3)		(1,003	)		(1,180	)		(1,357	)		(1,561	)
Estimated net cash proceeds	$	20,684		$	24,527		$	28,370		$	32,790
For the Six months ended June 30, 2010
Consolidated net (loss):
Historical	$	(3,898	)	$	(3,898	)	$	(3,898	)	$	(3,898	)
Pro forma income on net proceeds		116			137			159			184
Pro forma ESOP adjustment(2)		(33	)		(39	)		(45	)		(52	)
Pro forma stock award adjustment(3)		(66	)		(78	)		(90	)		(103	)
Pro forma stock option adjustment(4)		(50	)		(59	)		(68	)		(78	)
Pro forma net (loss)	$	(3,931	)	$	(3,937	)	$	(3,942	)	$	(3,947	)
Per share net (loss)
Historical	$	(1.69	)	$	(1.44	)	$	(1.25	)	$	(1.09	)
Pro forma income on net proceeds		0.05			0.05			0.05			0.05
Pro forma ESOP adjustment(2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock award adjustment(3)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma stock option adjustment(4)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net (loss) per share(5)	$	(1.70	)	$	(1.45	)	$	(1.26	)	$	(1.10	)
Offering price as a multiple of pro forma net earnings per share		(2.94	)		(3.45	)		(3.97	)		(4.55	)
Number of shares outstanding for pro forma net (loss) per share calculations(5)		2,311,915			2,719,900			3,127,885			3,597,068
At June 30, 2010
Stockholders’ equity:
Historical	$	41,658		$	41,658		$	41,658		$	41,658
Estimated net proceeds		23,693			28,067			32,441			37,472
Less: Common stock acquired by ESOP(2)		(2,006	)		(2,360	)		(2,714	)		(3,121	)
Less: Common stock awarded under stock-based benefit plans(3) (4)		(1,003	)		(1,180	)		(1,357	)		(1,561	)
Pro forma stockholders’ equity	$	62,342		$	66,185		$	70,028		$	74,448
Stockholders’ equity per share:
Historical	$	16.61		$	14.13		$	12.28		$	10.68
Estimated net proceeds		9.45			9.51			9.56			9.60
Less: Common stock acquired by ESOP(2)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: Common stock awarded under stock-based benefit plans(3) (4)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders’ equity per share(6)	$	24.86		$	22.44		$	20.64		$	19.08
Offering price as percentage of pro forma stockholders’ equity per share		40.23	%		44.56	%		48.45	%		52.41	%
Number of shares outstanding for pro forma book value per share calculations		2,507,500			2,950,000			3,392,500			3,901,375

(footnotes begin on following page)

37

(Footnotes from previous page)

(1) As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Assumes that 8% of shares of common stock sold in the offering will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Wolverine Bancorp, Inc. Wolverine Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Wolverine Bank’s total annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification 718-40, “Employers’ Accounting for Employer Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Wolverine Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective tax rate of 34.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 5,015, 5,900, 6,785 and 7,803 shares were committed to be released during the six months ended June 30, 2010 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of income per share calculations.

(3) If approved by Wolverine Bancorp, Inc.’s stockholders, one or more stock-based benefit plans may purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion). Stockholder approval of the stock-based benefit plans, and purchases by the plan may not occur earlier than six months after the completion of the conversion. The shares may be acquired directly from Wolverine Bancorp, Inc. or through open market purchases. The funds to be used by the stock-based benefit plans to purchase the shares will be provided by Wolverine Bancorp, Inc. The table assumes that (i) the stock-based benefit plans acquire the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the stock-based benefit plans is amortized as an expense during the fiscal year, and (iii) the stock-based benefit plans expense reflects an effective tax rate of 34.0%. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock equal to 4% of the shares sold in the offering are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 3.8%.

(4) If approved by Wolverine Bancorp, Inc.’s stockholders, one or more stock-based benefit plans may grant options to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion). Stockholder approval of the stock-based benefit plans may not occur earlier than six months after the completion of the conversion. In calculating the pro forma effect of the stock options to be granted under stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $2.18 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options. The actual expense of the stock options to be granted under the stock-based benefit plans will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plans will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares to satisfy the exercise of options under the stock-based benefit plans is obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock used to fund stock options (equal to 10% of the shares sold in the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 9.1%.

(5) Income per share computations are determined by taking the number of shares assumed to be sold in the offering and, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the period. Income per share computations assume that 8% of the shares of common stock sold in the offering will be purchased by the employee stock ownership plan, equal to 200,600, 236,000, 271,400 and 312,110 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, and an equal number of shares (1/20th of the total per year based on a 20-year loan) will be released each year over the term of the loan. Income per share computations assume that 5,015, 5,900, 6,785 and 7,803 shares were committed to be released during the six months ended June 30, 2010 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, resulting in employee stock ownership plan shares that have not been committed to be released

38

during the period of 195,585, 230,100, 264,615 and 304,307 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively.

(6) The retained earnings of Wolverine Bank will be substantially restricted after the conversion. See “Our Policy Regarding Dividends,” “The Conversion; Plan of Distribution—Liquidation Rights” and “Supervision and Regulation.” The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

39

	At or For the Year Ended December 31, 2009 Based Upon the Sale at $10.00 Per Share of
	2,507,500 Shares			2,950,000 Shares			3,392,500 Shares			3,901,375 Shares(1)
	(Dollars in thousands, except per share amounts)
Gross Proceeds of Offering	$	25,075		$	29,500		$	33,925		$	39,014
Less: expenses		1,382			1,433			1,484			1,542
Estimated net proceeds		23,693			28,067			32,441			37,472
Less: Common stock purchased by ESOP(2)		(2,006	)		(2,360	)		(2,714	)		(3,121	)
Less: Common stock awarded under stock-based benefit plans(3)		(1,003	)		(1,180	)		(1,357	)		(1,561	)
Estimated net cash proceeds	$	20,684		$	24,527		$	28,370		$	32,790
For the Year Ended December 31, 2009
Consolidated net income:
Historical	$	90		$	90		$	90		$	90
Pro forma income on net proceeds		232			275			318			367
Pro forma ESOP adjustment(2)		(66	)		(78	)		(90	)		(103	)
Pro forma stock award adjustment(3)		(132	)		(156	)		(179	)		(206	)
Pro forma stock option adjustment(4)		(100	)		(118	)		(135	)		(156	)
Pro forma net income	$	24		$	13		$	4		$	(8	)
Per share net income
Historical	$	0.04		$	0.03		$	0.03		$	0.03
Pro forma income on net proceeds		0.10			0.10			0.10			0.10
Pro forma ESOP adjustment(2)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma stock award adjustment(3)		(0.06	)		(0.06	)		(0.06	)		(0.06	)
Pro forma stock option adjustment(4)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Pro forma net income per share(5)	$	0.01		$	—		$	—		$	—
Offering price as a multiple of pro forma net earnings per share(7)		1,000.00			NM			NM			NM
Number of shares outstanding for pro forma net Income per share calculations(5)		2,316,930			2,725,800			3,134,670			3,604,871
At December 31, 2009
Stockholders’ equity:
Historical	$	45,556		$	45,556		$	45,556		$	45,556
Estimated net proceeds		23,693			28,067			32,441			37,471
Less: Common stock acquired by ESOP(2)		(2,006	)		(2,360	)		(2,714	)		(3,121	)
Less: Common stock awarded under stock-based benefit plans(3) (4)		(1,003	)		(1,180	)		(1,357	)		(1,561	)
Pro forma stockholders’ equity	$	66,240		$	70,083		$	73,926		$	78,345
Stockholders’ equity per share:
Historical	$	18.17		$	15.45		$	13.43		$	11.68
Estimated net proceeds		9.45			9.51			9.56			9.60
Less: Common stock acquired by ESOP(2)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: Common stock awarded under stock-based benefit plans(3) (4)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders’ equity per share(6)	$	26.42		$	23.76		$	21.79		$	20.08
Offering price as percentage of pro forma stockholders’ equity per share		37.85	%		42.09	%		42.89	%		49.80	%
Number of shares outstanding for pro forma book value per share calculations		2,507,500			2,950,500			3,392,500			3,901,375

(footnotes begin on following page)

40

(Footnotes from previous page)

(1) As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Assumes that 8% of shares of common stock sold in the offering will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Wolverine Bancorp, Inc. Wolverine Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Wolverine Bank’s total annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification 718-40, “Employers’ Accounting for Employer Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Wolverine Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined tax rate of 34.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 10,030, 11,800, 13,570 and 15,606 shares were committed to be released during the year ended December 31, 2009 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of income per share calculations.

(3) If approved by Wolverine Bancorp, Inc.’s stockholders, one or more stock-based benefit plans may purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion). Stockholder approval of the stock-based benefit plans, and purchases by the plan may not occur earlier than six months after the completion of the conversion. The shares may be acquired directly from Wolverine Bancorp, Inc. or through open market purchases. The funds to be used by the stock-based benefit plans to purchase the shares will be provided by Wolverine Bancorp, Inc. The table assumes that (i) the stock-based benefit plans acquire the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the stock-based benefit plans is amortized as an expense during the fiscal year, and (iii) the stock-based benefit plans expense reflects an effective combined tax rate of 34.0%. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock equal to 4% of the shares sold in the offering are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 3.8%.

(4) If approved by Wolverine Bancorp, Inc.’s stockholders, one or more stock-based benefit plans may grant options to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion). Stockholder approval of the stock-based benefit plans may not occur earlier than six months after the completion of the conversion. In calculating the pro forma effect of the stock options to be granted under stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $2.18 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options. The actual expense of the stock options to be granted under the stock-based benefit plans will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plans will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares to satisfy the exercise of options under the stock-based benefit plans is obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock used to fund stock options (equal to 10% of the shares sold in the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 9.1%.

(5) Income (loss) per share computations are determined by taking the number of shares assumed to be sold in the offering and, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the period. Income (loss) per share computations assume that 8% of the shares of common stock sold in the offering will be purchased by the employee stock ownership plan, equal to 200,600, 236,000, 271,400 and 312,110 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, and an equal number of shares (1/20th of the total per year based on a 20-year loan) will be released each year over the term of the loan. Income (loss) per share computations assume that 10,030, 11,800, 13,570 and 15,606 shares were committed to be released during the year ended December 31, 2009 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, resulting in employee stock ownership plan shares that have not been

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committed to be released during the year of 190,570, 224,200, 257,830 and 296,505 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively.

(6) The retained earnings of Wolverine Bank will be substantially restricted after the conversion. See “Our Policy Regarding Dividends,” “The Conversion; Plan of Distribution—Liquidation Rights” and “Supervision and Regulation.” The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

(7) NM is not meaningful.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This section is intended to help potential investors understand our financial performance through a discussion of the factors affecting our financial condition at June 30, 2010, December 31, 2009 and 2008, and our results of operations for the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009 and 2008. This section should be read in conjunction with the financial statements and notes to the financial statements that appear elsewhere in this prospectus. Wolverine Bancorp, Inc. did not exist at June 30, 2010; and therefore, the information reflected in this section reflects the financial performance of Wolverine Bank.

Overview

At June 30, 2010, we had total assets of $308.6 million, compared to total assets of $304.7 million at December 31, 2009. During the six-months ended June 30, 2010, we had a net loss of $3.9 million resulting primarily from a one-time charge of $2.9 million taken during the six-months ended June 30, 2010 in connection with freezing and withdrawing from our multi-employer defined benefit pension plan, as well as a $3.5 million provision for loan losses taken in the period, offset in part by a $2.0 million income tax benefit. For the year ended December 31, 2009, we had net income of $90,000.

Our results of operations depend primarily on our net interest income, which is the difference between the interest income we earn on our loan and investment portfolios and the interest expense we incur on our deposits and, to a lesser extent, our borrowings. Results of operations are also affected by service charges and other fees, provision for loan losses, gains on sales of loans originated for sale and other income. Our noninterest expense consists primarily of salaries and employee benefits, net occupancy and equipment expense, data processing, professional and services fees, FDIC deposit insurance and other real estate owned expense.

Our results of operations are also significantly affected by general economic and competitive conditions, as well as changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially affect our financial condition and results of operations.

Historically, substantially all of our loans have been collateralized by real estate and at June 30, 2010, December 31, 2009 and December 31, 2008, one- to four-family residential mortgage loans including home equity loans and lines of credit, commercial real estate loans including multifamily loans and land loans and construction loans, comprised 95.3%, 95.4% and 96.5%, of our total loan portfolio, respectively. We expect to continue to emphasize real estate lending upon completion of our conversion and offering.

We do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on his or her loan, resulting in an increased principal balance during the life of the loan. We generally do not offer “subprime loans” (loans that are made with low down-payments to borrowers that have had payment delinquencies, previous loan charge-offs, judgments and bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (generally defined as loans having less than full documentation).

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Business Strategy

Our business strategy is to remain a profitable, community-oriented financial institution offering deposit and loan products to retail and business customers in our primary market area. Additionally, we are seeking to expand our presence in new markets. We were established in 1933 and have operated continuously in the Great Lakes Bay Region of Michigan since that date. We are committed to meeting the financial needs of the communities in which we operate, and we are dedicated to providing quality personal service to our customers. We offer a broad range of financial services to consumers and businesses from our four banking offices and one loan center. Our business strategy includes the following elements:

Growing our loan portfolio by continuing to emphasize the origination of commercial and residential real estate loans, including increasing our loan participations, while maintaining strong asset quality. At June 30, 2010, commercial real estate loans, including multifamily loans and land loans, comprised 53.4% of our total loan portfolio. These loans generally are higher-yielding than one- to four-family residential mortgage loans, and also, generally, have a shorter term than our one- to four-family residential mortgage loans which helps our interest rate risk management. We intend to continue to make these types of loans a significant part of our total loan portfolio. We currently participate in commercial mortgage loans, one- to four-family residential mortgage loans and commercial non-mortgage loans collateralized by properties that are located both within and outside of our primary market area with other community banks that serve as the lead lender. We intend to increase the amount of our loan participations upon consummation of the conversion and stock offering in an effort to continue to grow our loan portfolio.

Maintaining prudent underwriting standards and aggressively monitoring our loan portfolio to maintain asset quality. We introduce loan products only when we are confident that our staff has the necessary expertise to originate and administer such loans, and that sound underwriting and collection procedures are in place. Our goal is to continue to improve our asset quality through prudent underwriting standards and the diligence of our loan collection personnel. At June 30, 2010, our ratio of non-performing loans to total loans was 4.32%. At June 30, 2010, our ratio of allowance for loan losses to non-performing loans was 95.11%, and our ratio of allowance for loan losses to total loans was 4.11%.

Reducing our overall cost of funds by emphasizing lower cost core deposits, including low cost public funds from municipalities, townships and non-profit organizations and reducing our borrowings. We offer interest-bearing and noninterest-bearing checking accounts, money market accounts and savings accounts (collectively referred to as core deposits), which generally are lower-cost sources of funds than certificates of deposit, and are less sensitive to withdrawal when interest rates fluctuate. At June 30, 2010, 43.5% of our total deposits consisted of these lower cost core deposits compared to 36.9% and 31.5% of total deposits at December 31, 2009 and 2008, respectively. Additionally, at June 30, 2010 we held approximately $19.0 million of low-cost checking money market account funds from numerous Michigan cities, townships, counties and nonprofit organizations (which we call “public funds”) due, we believe, to our successful marketing efforts, community ties, and financial stability and strength. We intend to continue emphasizing our core deposits, including public funds, as a source of funds. Additionally, we intend to reduce our borrowings from the FHLB of Indianapolis. With respect to our commercial real estate customers, we encourage commercial banking borrowers to open checking accounts with us at the time they establish a borrowing relationship with us, and we intend to continue to pursue this strategy to grow this source of lower cost deposits.

Managing interest rate risk. Successfully managing interest rate risk is, and will continue to be, an integral part of our business strategy. Management and the Board of Directors evaluate the interest

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rate risk inherent in our assets and liabilities, and determine the level of risk that is appropriate and consistent with our capital levels, liquidity and performance objectives. In particular, during the current low interest rate environment, we have sought to minimize the risk of originating long-term, fixed-rate one- to four-family residential mortgage loans by originating such loans for sale into the secondary market, and in particular selling substantially all of our conforming fixed-rate one- to four-family residential mortgage loans with terms of 15 years or greater. In addition, a significant portion of our loan portfolio consists of commercial real estate mortgage loans which generally have shorter terms and provide higher yields than one- to four-family residential mortgage loans. We also monitor the mix of our deposits. Our strategy is to continue managing interest rate risk in response to changes in the local and national economy and to increase our assets as we deploy the proceeds of the offering.

Expanding our banking franchise. We currently operate from four banking offices and one loan center. We intend to evaluate additional branch expansion opportunities, through acquisitions and de novo branching. In addition, we intend to evaluate acquisitions of other financial institutions, or the deposits and assets of other institutions, including in FDIC-assisted acquisitions, as opportunities present themselves (although we currently have no understandings or agreements to acquire other banks, thrifts, branches thereof or other financial services companies).

The successful implementation of these strategies will allow us to offer our clients a broad range of financial products and services. Our goal is to have full relationship banking with our clients.

These strategies are intended to guide our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions and other factors.

Anticipated Increase in Noninterest Expense

Following the completion of the conversion and offering, we anticipate that our noninterest expense will increase as a result of the increased costs associated with managing a public company, purchasing shares of common stock by our employee stock ownership plan, and adopting one or more stock-based benefit plans, if approved by Wolverine Bancorp, Inc.’s stockholders.

Assuming that the adjusted maximum number of shares are sold in the offering:

• our employee stock ownership plan would acquire 312,110 shares of common stock with a $3.1 million loan that is expected to be repaid over 20 years, resulting in an annual pre-tax expense of approximately $156,000 (assuming that the common stock maintains a value of $10.00 per share);

• our stock-based benefit plan would reserve a number of shares equal to 10% of the total shares issued in the offering, or 390,137 shares, for the grant of options to eligible participants, which would result in compensation expense over the vesting period of the options. Assuming the market price of the common stock is $10.00 per share; all options are granted with an exercise price of $10.00 per share and have a term of 10 years; the dividend yield on the stock is 2.0%; the risk free interest rate is 2.97%; and the volatility rate on the common stock is 18.2%, the estimated grant-date fair value of the stock options utilizing a Black-Scholes option pricing model is $2.18 per option granted. Assuming this value is amortized over a five-year vesting period, the corresponding annual pre-tax expense associated with the stock options would be approximately $170,100; and

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• our stock-based benefit plan would reserve a number of shares equal to 4% of the shares issued in the offering, or 156,055 shares, for awards to eligible participants, which would be expensed as the awards vest. Assuming that all shares are awarded under the stock-based benefit plan at a price of $10.00 per share, and that the awards vest over a five-year period, the corresponding annual pre-tax expense associated with shares awarded under the stock-based benefit plan would be approximately $312,110.

The actual expense that will be recorded for the employee stock ownership plan will be determined by the market value of the shares of common stock as they are released to employees over the term of the loan, and whether the loan is repaid faster than its contractual term. Accordingly, increases in the stock price above $10.00 per share will increase the total employee stock ownership plan expense, and any accelerated repayment of the loan would increase the annual employee stock ownership plan expense. Additionally, the actual expense of the stock-based benefit plan will be determined by the fair market value of the stock on the grant date, which might be greater than $10.00 per share. Further, the actual expense of the stock options would be determined by the grant-date fair value of the options, which would depend on a number of factors, including the valuation assumptions used in the Black-Scholes option pricing model.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies.

Allowance for Loan Losses. We believe that the allowance for loan losses and related provision for loan losses are particularly susceptible to change in the near term, due to changes in credit quality which are evidenced by trends in charge-offs and in the volume and severity of past due loans. In addition, our portfolio is comprised of a substantial amount of commercial real estate loans which generally have greater credit risk than one- to four-family residential mortgage and consumer loans because these loans generally have larger principal balances and are non-homogenous.

The allowance for loan losses is maintained at a level to cover probable credit losses inherent in the loan portfolio at the balance sheet date. Based on our estimate of the level of allowance for loan losses required, we record a provision for loan losses as a charge to earnings to maintain the allowance for loan losses at an appropriate level. The estimate of our credit losses is applied to two general categories of loans:

• loans that we evaluate individually for impairment under ASC 310-10, “Receivables;” and

• groups of loans with similar risk characteristics that we evaluate collectively for impairment under ASC 450-20, “Loss Contingencies.”

The allowance for loan losses is evaluated on a regular basis by management and reflects consideration of all significant factors that affect the collectability of the loan portfolio. The factors used to evaluate the collectability of the loan portfolio include, but are not limited to, current economic conditions, our historical loss experience, the nature and volume of the loan portfolio, the financial strength of the borrower, and estimated value of any underlying collateral. This evaluation is inherently subjective as it requires estimates that are subject to significant revision as more information becomes available. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results. See also “Business of Wolverine Bank—Allowance for Loan Losses.”

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Income Tax Accounting. The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. Under U.S. GAAP, a valuation allowance is required to be recognized if it is more likely than not that a deferred tax asset will not be realized. The determination as to whether we will be able to realize the deferred tax assets is highly subjective and dependent upon judgment concerning our evaluation of both positive and negative evidence, our forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence includes the existence of taxes paid in available carryback years as well as the probability that taxable income will be generated in future periods, while negative evidence includes any cumulative losses in the current year and prior two years and general business and economic trends. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. Any required valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings. Positions taken in our tax returns may be subject to challenge by the taxing authorities upon examination. The benefit of an uncertain tax position is initially recognized in the financial statements only when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Differences between our position and the position of tax authorities could result in a reduction of a tax benefit or an increase to a tax liability, which could adversely affect our future income tax expense.

We believe our tax policies and practices are critical accounting policies because the determination of our tax provision and current and deferred tax assets and liabilities have a material impact on our net income and the carrying value of our assets. We believe our tax liabilities and assets are properly recorded in the consolidated financial statements at December 31, 2009 and June 30, 2010 (unaudited) and no valuation allowance was necessary.

Comparison of Financial Condition at June 30, 2010 and December 31, 2009

Total assets increased $3.9 million, or 1.3%, to $308.6 million at June 30, 2010 from $304.7 million at December 31, 2009. The increase was primarily the result of an increase in interest earning time deposits and other assets, partially offset by a decrease in net loans.

Interest earning time deposits increased $10.3 million, or 45.2%, to $33.0 million at June 30, 2010 from $22.7 million at December 31, 2009. The increase in interest earning time deposits was primarily the result of loan prepayments and refinances, some of which were sold into the secondary market consistent with our interest rate risk management strategy during the low interest rate environment during the first half of 2010.

Net loans decreased $7.8 million, or 3.2%, to $237.2 million at June 30, 2010 from $245.0 million at December 31, 2009 as our one-to four-family residential mortgage loans decreased by $2.3 million, to $83.6 million at June 30, 2010, from $85.8 million at December 31, 2009, primarily due to repayments, refinances and sales. Additionally, undisbursed loan funds increased $2.5 million, or 142.2%,

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to $4.2 million at June 30, 2010 from $1.7 million at December 31, 2009. Commercial mortgage loans also decreased slightly during the period to $134.6 million at June 30, 2010 from $136.6 million at December 31, 2009. These items were offset by an increase in construction loans of $3.1 million, or 41.1%, to $10.7 million at June 30, 2010 from $7.6 million at December 31, 2009.

Securities held to maturity, consisting of one municipal security at June 30, 2010, decreased $1.0 million to $388,000 at June 30, 2010 from $1.4 million at December 31, 2009.

Other real estate owned increased $426,000, or 72.2%, to $1.0 million at June 30, 2010 from $590,000 at December 31, 2009. The increase in other real estate owned resulted primarily from three one- to four-family residential mortgage properties that we foreclosed on during the first half of 2010.

Other assets, consisting primarily of prepaid FDIC assessments and current and deferred federal taxes, increased $2.0 million, or 49.7%, to $6.1 million at June 30, 2010 from $4.1 million at December 31, 2009. The increase was primarily attributable to an increase in current and deferred taxes.

Deposits increased $9.0 million, or 5.4%, to $176.5 million at June 30, 2010 from $167.5 million at December 31, 2009. Certificates of deposit decreased $6.0 million, or 5.7%, to $99.7 million at June 30, 2010 from $105.7 million at December 31, 2009. Our core deposits (consisting of interest-bearing and noninterest-bearing checking deposits, money market accounts and savings accounts) increased $15.0 million, or 24.3%, to $76.8 million at June 30, 2010 from $61.8 million at December 31, 2009. We believe the increase in our core deposits resulted primarily from continuing to build relationships with our existing customers as well as our marketing efforts with new customers as many consumers sought the safety of insured deposits as opposed to the uncertainty of alternative investments.

Federal Home Loan Bank advances decreased $5.0 million to $85.0 million at June 30, 2010 from $90.0 million at December 31, 2009. We have used a portion of such advances to “match fund” certain fixed-rate residential mortgage loans and commercial mortgage loans in order to reduce our interest rate risk. Additionally, we have used Federal Home Loan Bank advances to lock in favorable rates during the low interest rate environment.

Total retained earnings decreased $3.9 million, or 8.6%, to $41.7 million at June 30, 2010 from $45.6 million at December 31, 2009. The decrease resulted from a net loss of $3.9 million during the six months ended June 30, 2010.

Comparison of Financial Condition at December 31, 2009 and 2008

Total assets decreased $14.1 million, or 4.4%, to $304.7 million at December 31, 2009 from $318.9 million at December 31, 2008. The decrease was primarily the result of a $21.8 million decrease in net loans and a $14.9 million decrease in securities held to maturity during 2009, offset in part by a $16.9 million increase in cash and cash equivalents and a $2.5 million increase in other assets, consisting primarily of prepaid FDIC assessments and current and deferred federal taxes.

Total cash and cash equivalents increased $16.9 million, or 260.7%, to $23.3 million at December 31, 2009 from $6.4 million at December 31, 2008. The increase in total cash and cash equivalents reflected normal cash management, as well as a reduction in our securities held to maturity due to maturities and calls, the proceeds from which were temporarily placed in interest earning deposits.

Net loans decreased $21.8 million, or 8.2%, to $245.0 million at December 31, 2009 from $266.9 million at December 31, 2008. The decrease resulted primarily from the sales into the secondary market of our conforming, fixed-rate one- to four-family residential mortgage loans, including refinances, that we

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originated for sale consistent with our interest rate risk strategy during the low interest rate environment, normal payoffs, as well as reduced demand from qualified applicants in our primary market area during the weak economy. During the year ended December 31, 2009, our one- to four-family residential mortgage loans decreased $23.8 million, or 21.7%, to $85.8 million from $109.6 million and construction loans decreased $6.9 million, or 47.6%, to $7.6 million at December 31, 2009 from $14.4 million at December 31, 2008. Commercial mortgage loans increased $9.9 million, or 7.8%, to $136.6 million at December 31, 2009 from $126.7 million at December 31, 2008. Commercial non-mortgage loans increased $2.5 million to $10.5 million at December 31, 2009 from $8.0 million at December 31, 2008.

Securities classified as held-to-maturity, consisting of U.S. government sponsored agency debt securities and municipal securities, decreased $14.9 million, or 91.3%, to $1.4 million at December 31, 2009 from $16.3 million at December 31, 2008, due to maturities and calls and management’s decision to reinvest these funds in interest earning time deposits.

Deposits decreased $11.9 million, or 6.6%, to $167.5 million at December 31, 2009 from $179.4 million at December 31, 2008. Certificates of deposit decreased $17.2 million, or 14.0%, to $105.7 million at December 31, 2009 from $122.8 million at December 31, 2008, due to normal run-off and management’s pricing decisions. Our core deposits increased $5.2 million, or 9.2%, to $61.8 million at December 31, 2009 from $56.6 million at December 31, 2008. The increases resulted primarily from increased marketing and promotional activity in an effort to attract new customers and retain existing funds, and from increased deposits resulting from the introduction of a new retail rewards checking product with favorable rates, as well as an increase in our public funds checking accounts.

FHLB advances decreased $2.0 million, or 2.2%, to $90.0 million at December 31, 2009 from $92.0 million at December 31, 2008. Interest payable and other liabilities decreased $309,000, or 15.4%, to $1.7 million at December 31, 2009 from $2.0 million at December 31, 2008.

Retained earnings increased $90,000, or 0.2%, to $45.6 million at December 31, 2009 from $45.5 million at December 31, 2008. The increase resulted from net income of $90,000 during the year ended December 31, 2009.

Comparison of Operating Results for the Six Months ended June 30, 2010 and 2009

General. We recorded a net loss of $3.9 million for the six months ended June 30, 2010 compared to net income of $449,000 for the six months ended June 30, 2009. Our net loss during the 2010 period resulted primarily from a $3.5 million provision for loan losses charge taken during the period and a one-time charge of $2.9 million taken in connection with the freezing and withdrawal from our multi-employer defined benefit pension plan. In addition to these charges, net interest income decreased $558,000 to $3.8 million for the six months ended June 30, 2010 from $4.4 million for the six months ended June 30, 2009 and non-interest income decreased $589,000 to $412,000 for the six months ended June 30, 2010 from $1.0 million for the year earlier period.

Interest and Dividend Income. Interest and dividend income decreased $1.2 million, or 13.5%, to $7.6 million for the six months ended June 30, 2010 from $8.8 million for the six months ended June 30, 2009, as the average balance of interest earning assets decreased $5.4 million to $309.9 million for the six months ended June 30, 2010 from $315.3 million for the six months ended June 30, 2009 and the average yield on interest earning assets decreased 67 basis point to 4.92% during the 2010 period from 5.59% during the 2009 period. The decrease in our average yield on interest earning assets was due primarily to the general decline in market interest rates as well as the higher balances of low-yielding cash and cash equivalents.

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The biggest component decrease in average interest earning assets was in net loans, which decreased $18.7 million, or 7.0%, to $248.7 million for the six months ended June 30, 2010 from $267.4 million for the six months ended June 30, 2009. Additionally, the average balance of securities held-to-maturity decreased $4.1 million, or 76.2%, to $1.2 million for the June 30, 2010 period from $5.3 million for the June 30, 2009 period. Although the average balance of other interest earning assets, consisting of interest earning demand and time deposits, increased $17.4 million, to $59.9 million during the 2010 period from $42.5 million during the 2009 period, the average yield on other interest earning assets decreased to 0.94% from 1.88%, resulting in a $97,000 decrease in interest income from other interest earning assets to $258,000 for the six months ended June 30, 2010 from $355,000 for the six months ended June 30, 2009.

Interest income on loans decreased $1.0 million, or 12.6%, to $7.3 million for the six months ended June 30, 2010 from $8.3 million for the six months ended June 30, 2009, as the average yield on loans decreased 37 basis points to 5.87% for the six months ended June 30, 2010 from 6.24% for the six months ended June 30, 2009 reflecting the lower market interest rate environment, and the average balance of loans decreased $18.7 million, or 7.0%, to $248.7 million for the six months ended June 30, 2010 from $267.4 million for the six months ended June 30, 2009.

Interest income on investment securities, other interest earning assets and FHLB of Indianapolis stock decreased $136,000, or 29.3%, to $328,000 for the six months ended June 30, 2010 from $464,000 for the six months ended June 30, 2009.

Interest Expense. Interest expense decreased $630,000, or 14.2%, to $3.8 million for the six months ended June 30, 2010 from $4.4 million for the six months ended June 30, 2009, as the average balance of interest-bearing liabilities decreased $4.0 million, or 1.5%, to $265.4 million for the six months ended June 30, 2010 from $269.4 million for the six months ended June 30, 2009, and the average rate we paid on these liabilities decreased 42 basis points to 2.86% from 3.28%. The biggest component decrease was in interest expense on certificates of deposit which decreased $433,000, or 22.5%, to $1.5 million for the six months ended June 30, 2010 from $1.9 million for the six months ended June 30, 2009, resulting from a $14.1 million decrease in the average balance of certificates of deposits to $103.9 million for the six months ended June 30, 2010 from $118.0 million for the six months ended June 30, 2009 and a 40 basis point decrease in the cost of these funds to 2.87% for the 2010 period from 3.26% for the 2009 period.

The average balance of our core deposits, consisting of checking accounts, money market accounts and savings accounts, increased $12.8 million, or 21.5%, to $72.2 million for the six months ended June 30, 2010 from $59.4 million for the six months ended June 30, 2009; however, the interest on core deposits decreased $2,000 to $176,000 for the 2010 period from $178,000 for the 2009 period, as we were able to reprice our deposits downward in the declining market interest rate environment.

Interest expense on borrowed funds, consisting entirely of Federal Home Loan Bank advances, decreased by $195,000, or 8.4%, to $2.2 million for the six months ended June 30, 2010 from $2.3 million for the six months ended June 30, 2009, as our average balance of these borrowings decreased $2.7 million and the average rate paid decreased 28 basis points to 4.77% from 5.05%.

Net Interest Income. Net interest income decreased $558,000, or 12.7%, to $3.8 million for the six months ended June 30, 2010 from $4.4 million for the six months ended June 30, 2009, as our net interest earning assets decreased to $44.6 million from $45.9 million, our net interest rate spread decreased 25 basis points to 2.06% from 2.31% and our net interest margin decreased 31 basis points to 2.47% from 2.78%. The decreases in our net interest rate spread and net interest margin reflected our ongoing interest rate risk strategy of selling into the secondary market long-term, fixed-rate one- to four-

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family residential mortgage loans during the low interest rate environment and to increase our liquidity through increased cash and cash equivalents, as well as an increase in our non-accrual loans, which increased to $10.3 million at June 30, 2010 from $3.9 million at June 30, 2009.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded a provision for loan losses of $3.5 million for the six months ended June 30, 2010 and a provision for loan losses of $1.5 million for the six months ended June 30, 2009. The primary reason for the increase in the provision for loan losses was an increase in our non-performing loans as well as a continued decline in the economy in our primary market area as well as in Michigan as a whole, including increased unemployment, declining collateral values and increasing trends in delinquencies and classified assets. At June 30, 2010, non-performing loans totaled $10.7 million, or 4.32% of total loans, as compared to $4.2 million, or 1.60% of total loans, at June 30, 2009. The increase in non-performing loans was primarily in the commercial real estate loan portfolio, a higher risk portfolio as compared to our one- to four-family residential mortgage loan portfolio. The allowance for loan losses to total loans receivable increased to 4.11% at June 30, 2010 as compared to 1.77% at June 30, 2009.

The allowance for loan losses as a percentage of non-performing loans decreased to 95.1% at June 30, 2010 from 110.7% at June 30, 2009. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at June 30, 2010 and 2009.

Noninterest Income. Noninterest income decreased by $589,000, or 58.8%, to $412,000 for the six months ended June 30, 2010 from $1.0 million for the six months ended June 30, 2009. The decrease was due primarily to a $600,000 decrease in net gains on loan sales, reflecting the significant amount of fixed-rate, long term residential mortgage loans that we sold during the 2009 period.

Noninterest Expense. Noninterest expense increased $3.5 million, or 109.0%, to $6.7 million for the six months ended June 30, 2010 from $3.2 million for the six months ended June 30, 2009, primarily attributable to a $3.1 million increase in salaries and employee benefits expense during the 2010 period versus the year earlier period, as we incurred a $2.9 million charge in June 2010 in connection with the freezing of and withdrawal from our multi-employer defined benefit pension plan and a $478,000 increase in other expense, resulting from a $356,000 expense we incurred in connection with an external wire fraud.

Income Tax Expense (Benefit). We recorded a $2.0 million income tax benefit for the six months ended June 30, 2010 compared to a $234,000 income tax expense for the 2009 period, reflecting the loss of $5.9 million before income tax expense during the six months ended June 30, 2010 versus income before income tax of $683,000 for the six months ended June 30, 2009. Our effective tax benefit rate was 33.9% for the six months ended June 30, 2010 compared to an effective tax rate of 34.3% for the six months ended June 30, 2009.

Comparison of Operating Results for the Years Ended December 31, 2009 and 2008

General. Net income decreased to $90,000 for the year ended December 31, 2009 from $1.1 million for the year ended December 31, 2008. The decrease in net income reflected a $2.1 million increase in our provision for loan losses taken in 2009 and a $622,000 increase in our 2009 non-interest expense, which was offset in part by a $130,000 increase in net interest income and a $1.1 million increase in non-interest income and a $504,000 decrease in income tax expense in 2009.

Interest and Dividend Income. Interest and dividend income decreased $1.5 million, or 8.0%, to $16.9 million for the year ended December 31, 2009 from $18.4 million for the year ended December 31,

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2008. The decrease resulted from a $3.2 million, or 1.0%, decrease in the average balance of interest earning assets, to $309.5 million for the year ended December 31, 2009 from $312.8 million for the year ended December 31, 2008. During the year ended December 31, 2009, we decreased the average balance of our loans and investment securities. Additionally, the average yield on interest earning assets decreased 42 basis points to 5.46% for the year ended December 31, 2009 from 5.88% for the year ended December 31, 2008, due primarily to the decline in market interest rates.

Interest income on loans decreased $707,000, or 4.2%, to $16.1 million for the year ended December 31, 2009 from $16.8 million for the year ended December 31, 2008, as the average balance of loans decreased $776,000, or 0.3%, to $261.9 million for the year ended December 31, 2009 from $262.7 million for the year ended December 31, 2008, reflecting a reduced interest rate environment and an increase in the level of our non-accrual loans during 2009. The average yield on our loan portfolio decreased 25 basis points to 6.15% for the year ended December 31, 2009 from 6.40% for the year ended December 31, 2008.

Interest income on investment securities, other interest earning assets and FHLB of Indianapolis stock decreased $761,000, or 48.4%, to $810,000 for the year ended December 31, 2009 from $1.6 million for the year ended December 31, 2008. The decrease resulted primarily from a $197,000 decrease in interest income derived from our investment securities as the average balance of our investment securities decreased $3.5 million, or 49.1%, to $3.6 million for the year ended December 31, 2009 from $7.1 million for the year ended December 31, 2008, and the average yield on these securities decreased 140 basis points to 2.79% for 2009 from 4.19% for 2008 reflecting lower market rates. Additionally, interest income on other interest earning assets decreased $422,000, or 40.9%, to $608,000 for 2009 from $1.0 million for 2008, resulting from a 114 basis points decrease in the average yield of these assets to 1.55% for the year ended December 31, 2009 from 2.69% for the year ended December 31, 2008, as these assets were primarily invested in overnight funds with low rates of interest, offset in part by a $1.0 million increase in the average balance of these assets to $39.3 million for 2009 from $38.2 million for 2008, and interest income on FHLB of Indianapolis stock decreased $142,000 to $101,000 for 2009 from $243,000 for 2008 due to a reduction in the amount of dividends paid by the FHLB of Indianapolis.

Interest Expense. Interest expense decreased $1.6 million, or 15.8%, to $8.5 million for the year ended December 31, 2009 from $10.1 million for the year ended December 31, 2008. The decrease resulted primarily from a $1.5 million decrease in interest expense on deposits. The average balance of interest-bearing deposits decreased $3.9 million, or 2.2%, to $172.4 million for the year ended December 31, 2009 from $176.4 million for the year ended December 31, 2008 and the average rate we paid on deposits decreased 80 basis points to 2.25% during 2009 from 3.05% during 2008, as we were able to reprice our deposits in the declining market interest rate environment.

Interest expense on our certificates of deposit decreased $915,000 to $3.5 million for the year ended December 31, 2009 from $4.4 million for the year ended December 31, 2008, as the average balance of our certificates of deposit decreased by $3.3 million, or 2.9%, to $111.6 million in 2009 from $114.9 million in 2008 and the average rate we paid of these certificates decreased 70 basis points to 3.17% for 2009 from 3.87% for 2008, reflecting lower market interest rates.

Interest expense on our core deposits, consisting of savings accounts, money market accounts and checking accounts, decreased $600,000 to $339,000 for the year ended December 31, 2009 from $939,000 for the prior year as we were able to reduce the rates we paid on these accounts in response to lower market interest rates.

Interest expense on borrowed funds, consisting entirely of FHLB of Indianapolis advances, decreased $83,000 to $4.7 million for 2009 from $4.7 million for 2008, as our average balance of borrowings decreased $1.0 million and the average rate paid on borrowings decreased 4 basis points to 5.09% during 2009 from 5.13% during 2008.

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Net Interest Income. Net interest income increased by $130,000, or 1.6%, to $8.4 million for the year ended December 31, 2009 from $8.3 million for the year ended December 31, 2008, as our net interest earning assets increased by $1.7 million to $45.8 million during 2009 from $44.1 million during 2008. In addition, our net interest rate spread increased 12 basis points to 2.23% for the year ended December 31, 2009 from 2.11% for the year ended December 31, 2008, and our net interest margin increased 7 basis points to 2.71% for the year ended December 31, 2009 from 2.64% for the year ended December 31, 2008.

Provision for Loan Losses. We recorded a provision for loan losses of $3.3 million for the year ended December 31, 2009 and a provision for loan losses of $1.1 million for the year ended December 31, 2008. The primary reasons for the increase in the provision for loan losses were an increase in our non-performing loans, including an allowance of $1.0 million attributable to one commercial loan relationship secured by non-owner occupied residential rental properties, as well as the general decline in economic conditions in our primary market area and in Michigan. At December 31, 2009, non-performing loans totaled $7.8 million, or 3.1% of total loans, as compared to $3.7 million, or 1.4% of total net loans at December 31, 2008. The increase in non-performing loans was primarily in the commercial real estate loan portfolio, a higher risk portfolio as compared to residential mortgage loans. The allowance for loans losses to total loans receivable increased to 2.59% at December 31, 2009 from 1.25% at December 31, 2008.

The allowance for loan losses as a percentage of non-performing loans decreased to 83.8% at December 31, 2009 from 92.0% at December 31, 2008. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at December 31, 2009 and 2008.

Noninterest Income. Noninterest income increased $1.1 million, or 190.1%, to $1.7 million for the year ended December 31, 2009 from $593,000 for the year ended December 31, 2008. The increase was due primarily to a $1.1 million increase in net gains on loan sales to $1.3 million during 2009 from $191,000 for 2008, due to the sale of $67.5 million of residential mortgage loans originated for sale during 2009.

Noninterest Expense. Noninterest expense increased $622,000, or 10.2%, to $6.7 million for the year ended December 31, 2009 from $6.1 million for the year ended December 31, 2008. This increase was primarily attributable to a $391,000 increase in FDIC insurance assessments, a $354,000 increase in salaries and other benefits and a $73,000 increase in other non-interest expense, offset in part by a $163,000 decrease in expense related to other real estate owned and a $45,000 decrease in professional and service fees expense.

Income Tax Expense. Income tax expense was $53,000 for the year ended December 31, 2009 compared to $557,000 for 2008, reflecting our substantially lower income before income tax expense for 2009 versus 2008. Our effective tax rate was 37.1% for the year ended December 31, 2009 compared to 34.5% for the year ended December 31, 2008.

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Average Balances and Yields

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. Tax-equivalent yield adjustments have not been made for tax-exempt securities. All average balances are based on month-end balances which management deems to be representative of the operations of Wolverine Bank. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

			For the Six Months Ended June 30,
			2010						2009
	At June 30, 2010		Average Outstanding Balance				Yield/ Rate(1)		Average Outstanding Balance				Yield/ Rate(1)
	Yield/ Rate				Interest						Interest
	(Dollars in thousands)
Interest earning assets:
Total loans	5.84	%	$	248,735	$	7,296	5.87	%	$	267,399	$	8,348	6.24	%
Securities and other:
Securities held to maturity	3.90			1,272		23	3.62			5,345		70	2.62
FHLB Stock	2.00			4,700		47	2.00			4,700		39	1.66
Other	0.90			55,201		258	0.94			37,844		355	1.88
Total interest earning assets	4.93			309,908		7,624	4.92			315,288		8,812	5.59
Non-interest earning assets				4,255						3,460
Total assets			$	314,163					$	318,748
Interest-bearing liabilities:
Regular savings accounts	0.08			9,432		4	0.08			8,974		3	0.06
Checking accounts	0.24			23,256		23	0.20			15,980		7	0.09
Money market accounts	0.75			39,509		149	0.75			34,490		168	0.97
Certificates of deposit	2.91			103,871		1,488	2.87			117,954		1,921	3.26
Total interest-bearing deposits	1.86			176,068		1,664	1.89			177,398		2,099	2.37
Federal Home Loan Bank advances	4.65			89,286		2,129	4.77			92,000		2,324	5.05
Other secured borrowings	—			—		—	—			—		—	—
Total interest-bearing liabilities	2.77			265,354		3,793	2.86			269,398		4,423	3.28
Non-interest-bearing liabilities				3,217						3,508
Total liabilities				268,571						272,906
Equity				45,592						45,842
Total liabilities and equity			$	314,163					$	318,748
Net interest income					$	3,831					$	4,389
Net interest rate spread(2)	2.16	%					2.06	%					2.31	%
Net interest earning assets(3)					$	44,554					$	45,890
Net interest margin(4)	2.58	%					2.47	%					2.78	%
Average interest earning assets to interest-bearing liabilities							116.79	%					117.03	%

(footnotes on following page)

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	For the Years Ended December 31,
	2009						2008						2007
	Average Outstanding Balance		Interest		Yield/ Rate		Average Outstanding Balance		Interest		Yield/ Rate		Average Outstanding Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Interest earning assets:
Total loans	$	261,901	$	16,100	6.15	%	$	262,677	$	16,807	6.40	%	$	260,334	$	17,089	6.56	%
Securities:
U.S. Government and agency securities		3,626		101	2.79			7,118		298	4.19			5,304		233	4.39
FHLB Stock		4,700		101	2.15			4,696		243	5.17			4,566		226	4.95
Other		39,305		608	1.55			38,283		1,030	2.69			25,230		1,264	5.01
Total interest earning assets		309,532		16,910	5.46			312,774		18,378	5.88			295,434		18,812	6.37
Non-interest earning assets		3,472						3,399						4,192
Total assets		313,004						316,173						299,626
Interest-bearing liabilities:
Regular savings accounts		9,077		5	0.06			7,590		25	0.33			6,940		28	0.40
Checking accounts		16,834		19	0.11			15,125		32	0.21			14,954		52	0.35
Money market accounts		34,928		315	0.90			38,726		882	2.28			26,036		682	2.62
Certificates of deposit		111,566		3,533	3.17			114,912		4,448	3.87			118,880		5,737	4.83
Total interest-bearing deposits		172,405		3,872	2.25			176,353		5,387	3.05			166,810		6,499	3.90
Federal Home Loan Bank advances		91,308		4,650	5.09			92,296		4,733	5.13			86,465		4,722	5.46
Other secured borrowings		—		—	—			—		—	—			—		—	—
Total interest-bearing liabilities		263,713		8,522	3.23			268,649		10,120	3.77			253,275		11,221	4.43
Non-interest-bearing liabilities		3,342						3,239						3,457
Total liabilities		267,056						271,888						256,732
Equity		45,949						44,285						42,894
Total liabilities and equity	$	313,004					$	316,173					$	299,626
Net interest income			$	8,388					$	8,258					$	7,591
Net interest rate spread(2)					2.23	%					2.11	%					1.94	%
Net interest earning assets(3)			$	45,819					$	44,125					$	42,159
Net interest margin(4)					2.71	%					2.64	%					2.57	%
Average interest earning assets to interest-bearing liabilities					117.37	%					116.42	%					116.65	%

(1) Yields and rates for the six months ended June 30, 2010 and 2009 are annualized.

(2) Interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest-bearing liabilities.

(3) Net interest earning assets represents total interest earning assets less total interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total interest earning assets.

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Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the fiscal years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated to the changes due to rate and the changes due to volume in proportion to the relationship of the absolute dollar amounts of change in each.

	Six Months Ended June 30, 2010 vs. 2009									Years Ended December 31, 2009 vs. 2008									Years Ended December 31, 2008 vs. 2007
	Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)
	Volume			Rate						Volume			Rate						Volume			Rate
	(In thousands)
Interest earning assets:
Loans	$	(564	)	$	(488	)	$	(1,052	)	$	(50	)	$	(657	)	$	(707	)	$	153		$	(435	)	$	(282	)
Held to maturity securities		(102	)		55			(47	)		(117	)		(80	)		(197	)		76			(11	)		65
Other		295			(384	)		(89	)		30			(594	)		(564	)		519			(736	)		(217	)
Total interest earning assets	$	(371	)	$	(817	)	$	(1,188	)	$	(137	)	$	(1,331	)	$	(1,468	)	$	748		$	(1,182	)	$	(434	)
Interest bearing liabilities:
Regular savings accounts		—			1			1			4			(24	)		(20	)		2			(5	)		(3	)
Checking accounts		4			12			16			3			(16	)		(13	)		1			(21	)		(20	)
Money market accounts		52			(71	)		(19	)		(79	)		(488	)		(567	)		298			(98	)		200
Certificates of deposit		(216	)		(217	)		(433	)		(126	)		(789	)		(915	)		(186	)		(1,103	)		(1,289	)
Total interest-bearing deposits		(160	)		(275	)		(435	)		(198	)		(1,317	)		(1,515	)		115			(1,227	)		(1,112	)
Federal Home Loan Bank advances		(67	)		(128	)		(195	)		(50	)		(33	)		(83	)		308			(297	)		11
Total interest-bearing liabilities		(227	)		(403	)		(630	)		(248	)		(1,350	)		(1,598	)		423			(1,524	)		(1,101	)
Change in net interest income	$	(144	)	$	(414	)	$	(558	)	$	111		$	19		$	130		$	325		$	342		$	667

Management of Market Risk

General. Because the majority of our assets and liabilities are sensitive to changes in interest rates, our most significant form of market risk is interest rate risk. We are vulnerable to an increase in interest rates to the extent that our interest bearing liabilities mature or reprice more quickly than our interest earning assets. As a result, a principal part of our business strategy is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an internal Asset/Liability Management Committee pursuant to our Interest Rate Risk Management Policy that is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors.

Our interest rate sensitivity is monitored through the use of a net interest income simulation model which reports the cumulative and noncumulative interest rate risk gap and generates estimates of the change in our net interest income. The modeling assumes loan prepayment rates, reinvestment rates and new volumes based on historical experience and current economic conditions.

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We have sought to manage our interest rate risk in order to control the exposure of our earnings and capital to changes in interest rates. As part of our ongoing asset-liability management, we currently use the following strategies to manage our interest rate risk:

(i) sell the majority of our long-term, fixed-rate one- to four-family residential mortgage loans that we originate;

(ii) lengthen the weighted average maturity of our liabilities through retail deposit pricing strategies and through longer-term wholesale funding sources such as fixed-rate advances from the Federal Home Loan Bank of Indianapolis;

(iii) invest in shorter- to medium-term investment securities and interest earning time deposits;

(iv) originate commercial mortgage loans, including multi-family loans and land loans, commercial loans and consumer loans, which tend to have shorter terms and higher interest rates than one- to four-family residential mortgage loans, and which generate customer relationships that can result in larger noninterest-bearing demand deposit accounts; and

(v) maintain adequate levels of capital.

Net Portfolio Value. The Office of Thrift Supervision requires the computation of amounts by which the difference between the present value of an institution’s assets and liabilities (the institution’s net portfolio value or “NPV”) would change in the event of a range of assumed changes in market interest rates. The Office of Thrift Supervision provides all institutions that file a Consolidated Maturity/Rate Schedule as a part of their quarterly Thrift Financial Report with a report that measures the sensitivity of net portfolio value. The Office of Thrift Supervision simulation model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. Historically, the Office of Thrift Supervision model estimated the economic value of each type of asset, liability and off-balance sheet contract using the current interest rate yield curve with instantaneous increases or decreases of 100 to 300 basis points in 100 basis point increments. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below. Given the current relatively low level of market interest rates, an NPV calculation for an interest rate decrease of greater than 100 basis points has not been prepared. The Office of Thrift Supervision provides us the results of the interest rate sensitivity model, which is based on information we provide to the Office of Thrift Supervision to estimate the sensitivity of our NPV.

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The table below sets forth, as of June 30, 2010, the calculation of the estimated changes in our net portfolio value that would result from the designated immediate changes in the United States Treasury yield curve.

At June 30, 2010
Change in Interest Rates (basis  points)(1)	Estimated  NPV(2)		Estimated (Decrease) in NPV					NPV as a Percentage of  Present Value of Assets(3)
								NPV  Ratio(4)		Increase (Decrease) (basis points)
			Amount			Percent
(Dollars in thousands)
+300	$	53,465	$	3,422		7	%	16.72	%	145
+200		53,119		3,076		6	%	16.45	%	117
+100		52,020		1,977		4	%	15.97	%	70
0		50,043		—		—		15.27	%	—
-100		47,218		(2,825	)	(6	)%	14.37	%	(91	)

(1) Assumes an instantaneous uniform change in interest rates at all maturities.

(2) NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3) Present value of assets represents the discounted present value of incoming cash flows on interest earning assets.

(4) NPV Ratio represents NPV divided by the present value of assets.

The table above indicates that at June 30, 2010, in the event of a 200 basis point increase in interest rates, we would experience a 6.0% increase in net portfolio value. In the event of a 100 basis point decrease in interest rates, we would experience a 6.0% decrease in net portfolio value.

Certain shortcomings are inherent in the methodologies used in determining interest rate risk through changes in net portfolio value. Modeling changes in net portfolio value require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net portfolio value tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the net portfolio value tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

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Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan sales and repayments, advances from the Federal Home Loan Bank of Indianapolis, and maturities of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. Our Asset/Liability Management Committee is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. For the six months ended June 30, 2010 and the year ended December 31, 2009, our liquidity ratio averaged 19.6% and 14.4% of our total assets, respectively. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of June 30, 2010.

We regularly monitor and adjust our investments in liquid assets based upon our assessment of: (i) expected loan demand; (ii) expected deposit flows; (iii) yields available on interest earning deposits and securities; and (iv) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest earning deposits and short- and medium-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are affected by our operating, financing, lending and investing activities during any given period. At June 30, 2010, cash and cash equivalents totaled $23.5 million. Interest earning time deposits which can offer additional sources of liquidity, totaled $33.0 million at June 30, 2010.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Statements of Cash Flows included in our financial statements.

At June 30, 2010, we had $11.3 million in loan commitments outstanding, including $3.3 million in unused lines of credit to borrowers. Certificates of deposit due within one year of June 30, 2010 totaled $77.5 million, or 43.9% of total deposits. Of this amount, approximately $27.0 million were paying above-market rates at a weighted average yield of 5.06%. These certificates were originated under our three-year guaranteed upward re-pricing certificate of deposit product and the corresponding higher interest rates reflect the higher market interest rate environment at the time that these deposits were originated. It is not our intention to pay above-market rates to keep these deposits upon maturity, and we are uncertain as to what amount of these deposits we will be able to retain. If these deposits do not remain with us, we may be required to seek other sources of funds, including other certificates of deposit and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2011, although we would expect to pay lower rates on the three-year certificates which are maturing and which will either not renew or will renew at market rates. Additionally, we believe that the additional capital that we are raising in the offering will provide additional liquidity. Moreover, it is our intention as we continue to grow our commercial real estate portfolio, to emphasize lower cost deposit relationships with these commercial loan customers and thereby replace the higher cost certificates with lower cost deposits. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activity is originating loans. During the six months ended June 30, 2010 and the year ended December 31, 2009, we originated $47.3 million and $149.8 million of loans, respectively, and during the year ended December 31, 2008, we originated $123.8 million of loans.

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Financing activities consist primarily of activity in deposit accounts and Federal Home Loan Bank advances. We had a net increase in total deposits of $9.0 million for the six months ended June 30, 2010, and a net decrease in total deposits of $11.9 million for the year ended December 31, 2009. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Indianapolis, which provides an additional source of funds. Federal Home Loan Bank advances were $85.0 million at June 30, 2010, a decrease of $5.0 million from December 31, 2009. Federal Home Loan Bank advances have been used primarily to fund loan demand. At June 30, 2010, we had the ability to borrow up to an additional $9.2 million from the Federal Home Loan Bank of Indianapolis and had an additional Fed Funds purchase limit of $2.0 million with a correspondent bank.

Wolverine Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At June 30, 2010, Wolverine Bank exceeded all regulatory capital requirements. Wolverine Bank is considered “well capitalized” under regulatory guidelines. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements” and Note 9—Regulatory Matters of the notes to the financial statements included in this prospectus.

The net proceeds from the stock offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of new loans. Our financial condition and results of operations will be enhanced by the net proceeds from the stock offering, resulting in increased net interest earning assets and net interest income. However, due to the increase in equity resulting from the net proceeds raised in the stock offering, our return on equity will be adversely affected.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see Note 12—Commitments and Contingent Liabilities of the notes to the financial statements included in this prospectus.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures About Fair Value Measurements,” which added disclosure requirements about transfers in and out of Levels 1 and 2, clarified existing fair value disclosure requirements about the appropriate level of disaggregation, and clarified that a description of valuation techniques and inputs used to measure fair value was required for recurring and nonrecurring Level 2 and 3 fair value measurements. Management has determined the adoption of these

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provisions of this ASU only affected the disclosure requirements for fair value measurements and as a result did not have a material effect on the Bank’s financial position or results of operations. This ASU also requires that Level 3 activity about purchases, sales, issuances, and settlements be presented on a gross basis rather than as a net number as currently permitted. This provision of the ASU is effective for the Bank’s reporting period ending March 31, 2011. Management has determined that the adoption of this guidance will not have a significant impact on our financial position or results of operations.

In July 2010, the Financial Accounting Standards Board issued ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,” which added disclosure requirements about an entity’s allowance for loan losses and the credit quality of its financing receivables. The required disclosures include a roll forward of the allowance for credit losses on a portfolio segment basis and information about modified, impaired, non-accrual and past due loan and credit quality indicators. ASU 2010-20 will be effective for the Bank’s reporting period ending December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Management has determined the adoption of this guidance will not have a material effect on our financial position or results of operations.

Impact of Inflation and Changing Prices

Our financial statements and related notes have been prepared in accordance with U.S. GAAP. U.S. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

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BUSINESS OF WOLVERINE BANCORP, INC.

Wolverine Bancorp, Inc. is incorporated in the State of Maryland. We have not engaged in any business to date. Upon completion of the conversion, we will own all of the issued and outstanding stock of Wolverine Bank. We will retain up to 50% of the net proceeds from the offering and initially invest the remaining net proceeds in Wolverine Bank as additional capital of Wolverine Bank. Wolverine Bancorp, Inc. will use a portion of the net proceeds to make a loan to the employee stock ownership plan. At a later date, we may use the net proceeds to pay dividends to stockholders and we may repurchase shares of our common stock, subject to regulatory limitations. We will invest our initial capital as discussed in “How We Intend to Use the Proceeds from the Offering.”

In the future, Wolverine Bancorp, Inc., as the holding company of Wolverine Bank, will be authorized to pursue other business activities permitted by applicable laws and regulations, which may include the acquisition of banking and financial services companies. See “Supervision and Regulation—Holding Company Regulation” for a discussion of the activities that are permitted for savings and loan holding companies. We currently have no understandings or agreements to acquire other financial institutions. We may also borrow funds for reinvestment in Wolverine Bank.

Following the offering, our cash flow will depend on earnings from the investment of the net proceeds from the offering that we retain, and any dividends we receive from Wolverine Bank. Initially, Wolverine Bancorp, Inc. will neither own nor lease any property, but will instead pay a fee to Wolverine Bank for the use of its premises, equipment and furniture. At the present time, we intend to employ only persons who are officers of Wolverine Bank to serve as officers of Wolverine Bancorp, Inc. We will, however, use the support staff of Wolverine Bank from time to time. We will pay a fee to Wolverine Bank for the time devoted to Wolverine Bancorp, Inc. by employees of Wolverine Bank. However, these persons will not be separately compensated by Wolverine Bancorp, Inc. Wolverine Bancorp, Inc. may hire additional employees, as appropriate, to the extent it expands its business in the future.

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BUSINESS OF WOLVERINE BANK

General

Wolverine Bank is a federally chartered savings bank headquartered in Midland, Michigan. Wolverine Bank was originally chartered in 1933. At June 30, 2010, we had $308.6 million of total assets, $176.5 million of deposits and $41.7 million of total equity. We provide financial services primarily to individuals, families and businesses in the Great Lakes Bay Region of Michigan and to a lesser extent throughout all of Michigan through our three banking offices located in Midland, Michigan, which is the County Seat of Midland County, and our banking office and loan center located in Frankenmuth and Saginaw, Michigan, respectively, which are located in neighboring Saginaw County. Midland, Michigan is located approximately 120 miles northwest of Detroit and approximately 90 miles north of Lansing, Michigan, in the eastern portion of Michigan’s lower peninsula.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial real estate loans including multi-family loans and land loans, one- to four-family residential mortgage loans and home equity loans and lines of credit and to a lesser extent, construction loans, commercial non-mortgage loans and consumer loans (consisting primarily of mobile home loans, automobile loans, loans secured by savings deposits and other consumer loans). At June 30, 2010, $134.6 million, or 53.4%, of our total loan portfolio was comprised of commercial real estate loans including multi-family mortgage loans and land loans, and $83.6 million, or 33.2%, of our total loan portfolio was comprised of one- to four-family residential mortgage loans. We also invest in securities, which historically have consisted primarily of U.S. government and agency debt securities, and to a lesser extent, municipal obligations.

We offer a variety of deposit accounts, including statement savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts and retirement accounts, including health savings accounts.

We offer extended hours at our branch offices, and we are dedicated to offering alternative banking delivery systems utilizing state-of-the-art technology, including ATMs, online banking, remote deposit capture and telephone banking delivery systems.

Generally, we retain in our portfolio all adjustable-rate loans that we originate, as well as fixed-rate one- to four-family residential mortgage loans with terms of less than 15 years. Consistent with prudent interest rate risk strategy and based upon the market and rate environment, we will consider holding in our portfolio longer term fixed-rate one- to four-family residential mortgage loans. Historically, as part of our interest rate risk strategy, we have sold into the secondary market substantially all of our fixed-rate one- to four-family residential mortgage loans with terms of 15 years or greater on a servicing-released basis. In 2009 we originated for sale and sold $66.2 million of fixed-rate one- to four-family residential mortgage loans, including refinances, into the secondary market in order to generate fee income and consistent with our interest rate risk strategy.

Wolverine Bank’s executive offices are located at 5710 Eastman Avenue, Midland, Michigan 48640. Our telephone number at this address is (989) 631-4280. Our website address is www.wolverinebank.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

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Market Area

Wolverine Bank operates from three banking offices located in Midland, Michigan, one banking office and a loan center, located, in Frankenmuth and Saginaw, respectively, which are located in neighboring Saginaw County, Michigan. The Great Lakes Bay Region of Michigan which is located in the eastern portion of Michigan’s lower peninsula, approximately 120 miles north of Detroit, is our primary market area for both lending and deposits.

Our operations tend to be influenced by the economic trends experienced throughout Michigan. Wolverine Bank competes for deposits with community banking institutions, credit unions and regional and superregional financial institutions with greater financial and other resources than we have. In recent years, both our primary market area as well as Michigan as a whole has experienced limited to negative growth, reflecting in part, the economic downturn. Future business and growth opportunities will be influenced by economic and demographic characteristics of our primary market area and of Michigan.

Midland County has a total population of approximately 83,000 and Saginaw County has a total population of approximately 203,000. Our primary market area has experienced limited or negative growth from 2000 to 2010. Specifically, Midland County’s population remained nearly unchanged, over the 2000 to 2010 period while Saginaw County’s population shrank at a 0.3% compounded annual rate over the period. The foregoing demographic trends are projected to continue for both Saginaw and Midland Counties where modest population shrinkage is projected through 2015. Household growth trends coincide with the population growth trends as growth also has been modest over the 2000 to 2010 period. Households within Midland and Saginaw Counties, Michigan are expected to remain flat or shrink modestly over the next five year period.

Midland County’s per capita and median household income levels approximate Michigan and national averages. Conversely, per capita and household income levels were below these averages for Saginaw County.

Historically, our primary market area, and specifically the City and County of Midland, has been heavily dependent upon the three largest employers: The Dow Chemical Company, MidMichigan Medical Center and Dow Corning Corporation. These three entities employ approximately 10,000 persons in Midland County. The Dow Chemical Company is a major multinational producer of specialty chemicals, advanced materials, agro sciences technology-based products and solutions and Dow Corning is a producer of silicone, specialty chemicals, lubricants and healthcare products. In addition, these companies have been in the forefront of the development and commercialization of solar energy products and technologies. Historically, these companies have been very important to the local economy because of the employment opportunities and their philanthropic and outgrowth activities.

Unemployment rates in our primary market area as well as throughout Michigan are well above the national average of 9.5%. While there has been some improvement in the unemployment rate over the last twelve months, Wolverine Bank’s primary market area continues to be significantly affected by the weaknesses in the national and Michigan economies, and any recovery is expected to be slow and prolonged.

Competition

We face intense competition in our market area both in making loans and attracting deposits. We compete with credit unions which historically have had a very strong presence in Michigan. We also compete with commercial banks, savings institutions, mortgage brokerage firms, finance companies, mutual funds, insurance companies and investment banking firms. Some of our competitors have greater name recognition and market presence that benefit them in attracting customers, and offer certain services that we do not or cannot provide.

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Our deposit sources are primarily concentrated in the communities surrounding our banking offices located in the Great Lakes Bay Region of Michigan, and specifically the Michigan counties of Midland and Saginaw. As of June 30, 2009, the latest date for which FDIC data are available, we ranked second of eight bank and thrift institutions with offices in Midland County with a 13.9% deposit market share. When including credit unions, which have a substantial deposit market share in our primary market area, we held approximately 6.4% of the total federally insured deposits in Midland County. We are the only savings institution located in Midland County and we had nominal net deposit growth of 1.1% annually over the 2005 to 2009 period. We ranked 13^th of 16 bank and thrift institutions with offices in Saginaw County with a 1.2% market share. When including credit unions, our market share dropped to 0.6% of the federally insured deposits within Saginaw County.

Lending Activities

Our principal lending activity is the origination of commercial mortgage loans including multifamily and land loans, residential mortgage loans and home equity loans, and to a lesser extent, construction loans, commercial non-mortgage loans and other consumer loans. The following table provides a historical breakdown of our loan portfolio at the end of each of our last five years and at June 30, 2010.

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Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio, including loans held for sale, by type of loan at the dates indicated.

					At December 31,
	At June 30, 2010				2009				2008				2007				2006				2005
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Residential Mortgage Loans:
One-to four-family	$	83,559	33.2	%	$	85,832	33.8	%	$	109,631	40.0	%	$	110,620	41.9	%	$	114,194	41.8	%	$	103,798	38.9	%
Home Equity		11,340	4.5			11,775	4.7			13,704	5.0			15,513	5.9			18,095	6.6			20,330	7.6
Commercial Mortgage Loans:
Commercial Real Estate(1) (2)		84,407	33.5			85,497	33.7			83,816	30.5			117,441	44.4			115,002	42.0			106,626	39.9
Multifamily		34,623	13.7			33,713	13.3			25,463	9.3			—	—			—	—			—	—
Land		15,598	6.2			17,404	6.9			17,444	6.4			—	—			—	—			—	—
Construction:
Residential		3,334	1.3			2,534	1.0			6,524	2.3			—	—			—	—			—	—
Residential non-owner occupied		4,235	1.7			3,631	1.5			7,699	2.9			—	—			—	—			—	—
Non-residential		3,082	1.2			1,386	0.5			185	0.1			—	—			—	—			—	—
Total mortgage loans		240,178	95.3			241,772	95.4			264,466	96.5			256,271	97.0			264,026	96.5			257,459	96.4
Commercial non-mortgage		10,511	4.2			10,521	4.1			8,069	2.9			6,874	2.6			7,174	2.6			7,800	2.9
Other consumer		1,239	0.5			1,325	0.5			1,688	0.6			1,165	0.4			2,456	0.9			1,806	0.7
Total loans		251,928	100.0	%		253,618	100.0	%		274,223	100.0	%		264,310	100.0	%		273,656	100.0	%		267,065	100.0	%
Other items:
Unearned fees and discounts, net		348				351				431				465				555				589
Undisbursed loan funds		4,176				1,724				3,538				4,752				4,082				12,494
Allowance for loan losses		10,175				6,507				3,379				3,017				3,054				3,313
Total loans, net	$	237,229			$	245,036			$	266,875			$	256,076			$	265,965			$	250,669

(1) For the years ended December 31, 2007, 2006 and 2005, information for commercial real estate mortgage loans includes multifamily loans and land loans.

(2) Includes $24.5 million, $24.9 million and $27.1 million of non-owner occupied one- to four-family rental properties at June 30, 2010 and December 31, 2009 and 2008, respectively.

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Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2009. We have no demand loans, loans having no stated repayment schedule or maturity, or overdraft loans.

	One-to four-family Mortgage				Home Equity				Multifamily				Land				Commercial Real Estate
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
	(Dollars in thousands)
Due During the Years Ending December 31,
2010	$	5,925	5.37	%	$	2,501	5.56	%	$	4,914	6.62	%	$	15,511	5.42	%	$	24,262	6.16	%
2011		7,422	6.21			970	6.59			218	8.50			366	4.93			11,916	6.81
2012		8,086	6.05			1,832	5.96			9,180	6.91			382	6.73			7,787	7.53
2013 to 2014		11,059	5.86			3,658	5.95			15,256	6.58			1,145	6.90			33,377	6.66
2015 to 2019		7,731	5.96			2,803	4.44			4,038	7.21			—	—			8,155	6.64
2020 to 2024		9,543	5.80			11	7.75			107	7.75			—	—			—	—
2025 and beyond		36,066	5.64			—	—			—	—			—	—			—	—
Total	$	85,832	5.78	%	$	11,775	5.56	%	$	33,713	6.77	%	$	17,404	5.53	%	$	85,497	6.62	%

	Construction Residential				Construction Residential Non-Owner Occupied				Construction-Non Residential				Commercial Non-Mortgage				Other Consumer				Total
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
	(Dollars in thousands)
Due During the Years Ending December 31,
2010	$	322	6.00	%	$	2,992	5.84	%	$	—	—	%	$	1,532	4.68	%	$	479	4.07	%	$	58,438	5.82	%
2011		—	—			—	—			—	—			2,381	3.57			68	7.94			23,341	6.27
2012		—	—			—	—			—	—			5,198	6.99			116	6.94			32,581	6.80
2013 to 2014		—	—			120	6.75			44	6.75			79	6.52			662	5.44			65,400	6.46
2015 to 2019		477	5.32			—	—			1,342	6.75			1,331	5.85			—	—			25,877	6.23
2020 to 2024		—	—			—	—			—	—			—	—			—	—			9,661	5.82
2025 and beyond		1,735	5.57			519	4.95			—	—			—	—			—	—			38,320	5.63
Total	$	2,534	5.57	%	$	3,631	5.74	%	$	1,386	6.75	%	$	10,521	5.73	%	$	1,325	5.21	%	$	253,618	6.17	%

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The following table sets forth the scheduled repayments of fixed- and adjustable-rate loans at December 31, 2009 that are contractually due after December 31, 2010.

	Due After December 31, 2010
	Fixed		Adjustable		Total
	(In thousands)
Residential Mortgage Loans:
One-to four-family	$	71,365	$	8,542	$	79,907
Home Equity		9,274		—		9,274
Commercial Mortgage Loans:
Commercial Real Estate		57,188		4,047		61,235
Multifamily		28,799		—		28,799
Land		1,588		305		1,893
Construction		2,315		1,922		4,237
Total mortgage loans		170,529		14,816		185,345
Commercial non-mortgage		8,466		523		8,989
Other consumer		846		—		846
Total loans	$	179,841	$	15,339	$	195,180

Commercial Real Estate, Multifamily and Land Loans. We originate commercial real estate mortgage loans, loans on multifamily dwellings and loans on undeveloped land. At June 30, 2010, $84.4 million, or 33.5% of our loan portfolio, consisted of commercial real estate loans, $34.6 million, or 13.7% of our loan portfolio, consisted of multifamily loans, and $15.6 million, or 6.2% of our total loan portfolio, consisted of land loans. Of the $84.4 million of commercial real estate loans, $24.5 million was secured by non-owner occupied one- to four-family rental properties.

We originate commercial real estate and multifamily loans secured primarily by office buildings, strip mall centers, owner-occupied offices, hotels, condominiums, apartment buildings and developed lots. At June 30, 2010, our commercial real estate, multifamily and land loans had an average loan balance of approximately $285,000. At June 30, 2010, substantially all of our commercial real estate, multifamily and land loans were secured by properties located in Michigan. On a limited basis to existing local customers of Wolverine Bank, we have made commercial real estate loans outside of Michigan, and at June 30, 2010 we had one commercial real estate loan outside of Michigan which was collateralized by land in Colorado with a loan balance of $944,000.

Our commercial real estate, multifamily and land loans are generally written for terms of up to five years with a balloon payment at the end of the fifth year, with a 15 year amortization schedule. Our Small Business Administration (SBA) loans, and on a very limited basis other commercial real estate loans, are originated with terms of up to 10 years. The majority of our commercial real estate, multifamily and land loans have fixed interest rates. The rates on our adjustable-rate commercial real estate and multifamily loans are generally tied to the prime interest rate as reported in The Wall Street Journal and generally have a specified floor. Many of our adjustable-rate commercial real estate loans are not fully amortizing and, therefore, require a “balloon” payment at maturity. Historically, our commercial real estate, multifamily and land loans have not been subject to prepayment penalties. A portion of our commercial real estate and multifamily loans represent permanent financing for borrowers who have completed real estate construction for which we previously provided construction financing.

In underwriting commercial real estate and multifamily loans, we generally lend up to 70% of the property’s appraised value and up to 65% of the property’s appraised value if the property is unimproved land. We base our decisions to lend on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we emphasize the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally requiring a minimum

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ratio of 120%), computed after deduction for a vacancy factor and property expenses we deem appropriate. Personal guarantees are typically obtained from commercial borrowers. We require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and, if appropriate, flood insurance, in order to protect our security interest in the underlying property.

Commercial real estate loans generally carry higher interest rates and have shorter terms than one- to four-family residential mortgage loans. Commercial real estate loans, however, entail significant additional credit risks compared to one- to four-family residential mortgage loans, as they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the related real estate project, and thus may be subject to a greater extent to adverse conditions in the real estate market and in the general economy. Also, if we make a land acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed.

At June 30, 2010, our largest commercial real estate loan had an outstanding balance of $4.3 million, was secured by commercial/industrial properties and condominiums, and was performing in accordance with its terms.

One- to Four-Family Residential Mortgage Loans. At June 30, 2010, $83.6 million, or 33.2% of our total loan portfolio, consisted of one- to four-family residential mortgage loans. We offer residential mortgage loans that conform to Fannie Mae and Freddie Mac underwriting standards (conforming loans) as well as non-conforming loans. We generally underwrite our one- to four-family residential mortgage loans based on the applicant’s employment and credit history and the appraised value of the subject property. We also offer loans through various agency programs which are originated for sale.

We currently offer fixed-rate conventional mortgage loans with terms of up to 30 years that are fully amortizing with monthly loan payments, and adjustable-rate mortgage loans that generally provide an initial fixed interest rate for one year with annual interest rate adjustments thereafter, that amortize over a period up to 30 years. Private mortgage insurance is generally required for all of our one- to four-family residential mortgage loans that exceed an 80% loan-to-value ratio. At June 30, 2010, fixed-rate one- to four-family residential mortgage loans totaled $75.9 million, of which $32.9 million contained 5-year balloon payment terms, and adjustable-rate one- to four-family residential mortgage loans totaled $7.7 million.

Our one- to four-family residential mortgage loans are generally conforming loans, underwritten according to Fannie Mae and Freddie Mac guidelines. We generally originate both fixed- and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency for Fannie Mae and Freddie Mac, which is currently $417,000 for single-family homes. At June 30, 2010, we had 19 one- to four-family residential mortgage loans that had principal balances in excess of $417,000. At that date, our average one- to four-family residential mortgage loan had a principal balance of $101,000. We also originate loans above the lending limit for conforming loans, which we refer to as “jumbo loans.” Most of our jumbo loans are originated with a five-year fixed-rate term and a balloon payment, with up to a 30 year amortization schedule. Additionally, occasionally we will originate fixed-rate jumbo loans with terms of up to 30 years. At June 30, 2010, our largest one- to four-family residential mortgage loan had an outstanding balance of $1.4 million and was performing in accordance with its terms.

We actively monitor our interest rate risk position to determine the desirable level of investment in fixed-rate mortgages. In recent years there has been increased demand for long-term fixed-rate loans,

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as market rates have dropped and remained near historic lows. As a result, we have sold all of our fixed-rate one- to four-family residential mortgage loans that do not contain balloon payment terms as these loans have all had terms of 15 years or greater. Generally, however, we retain in our portfolio fixed-rate one- to four-family residential mortgage loans with terms of less than 15 years, although this has represented a very small percentage of the fixed-rate loans that we have originated in recent years due to the favorable long-term rates for borrowers.

We currently offer several types of adjustable-rate mortgage loans secured by residential properties with interest rates that are fixed for an initial period of one year. We offer adjustable-rate mortgage loans that are fully amortizing. After the initial fixed period, the interest rate on adjustable-rate mortgage loans generally resets every year based upon a contractual spread or margin above the one year Treasury Note, adjusted to a constant maturity, as published weekly by the Federal Reserve Board, subject to periodic and lifetime limitations on interest rate changes. Generally the initial change in interest rates on our adjustable-rate mortgage loans cannot exceed two percentage points, subsequent interest rate changes cannot exceed two percentage points and total interest rate changes cannot exceed six percentage points over the life of the loan.

Adjustable-rate mortgage loans generally present different credit risks than fixed-rate mortgage loans, primarily because the underlying debt service payments of the borrowers increase as interest rates increase, thereby increasing the potential for default and higher rates of delinquency. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates. Since changes in the interest rates on adjustable-rate mortgages may be limited by an initial fixed-rate period or by the contractual limits on periodic interest rate adjustments, adjustable-rate loans may not adjust as quickly to increases in interest rates as our interest-bearing liabilities.

We do not offer or purchase loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan.

We require title insurance on all of our one- to four-family residential mortgage loans, and we also require that borrowers maintain fire and extended coverage casualty insurance in an amount at least equal to the lesser of the loan balance or the replacement cost of the improvements. We also require flood insurance, as applicable. We do not conduct environmental testing on residential mortgage loans unless specific concerns for hazards are identified by the appraiser used in connection with the origination of the loan.

Construction Loans. We also originate construction loans for one- to four-family residential properties and commercial properties, including multifamily properties. At June 30, 2010, $10.7 million, or 4.2%, of our total loan portfolio, consisted of construction loans, $7.6 million of which were secured by one- to four-family residential real estate and $3.1 million of which were secured by commercial real estate.

We make construction loans for commercial properties, including multifamily loans and commercial “mixed-use” buildings and homes built by developers on speculation. Construction loans for commercial real estate are made in accordance with a schedule reflecting the cost of construction, and are generally limited to a 70% loan-to-completed appraised value ratio. We generally require that a commitment for permanent financing be in place prior to closing the construction loan. At June 30, 2010, our largest construction loan had a principal balance of $2.0 million and was secured by residential and commercial real estate. This loan was performing in accordance with its terms at June 30, 2010.

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Construction loans for one- to four-family residential properties are originated with a maximum loan to value ratio of 70% and are generally “interest-only” loans during the construction period which typically does not exceed nine months. After this time period, the loan converts to permanent, amortizing financing following the completion of construction. Depending on the complexity of the construction project, we may choose to extend the term of an “interest-only” construction loan made on a one- to four-family residential property. At June 30, 2010, the additional unadvanced portion of these construction loans totaled $3.7 million.

Repayment of loans on income-producing property is normally expected from the property’s eventual rental income, income from the borrower’s operations, the personal resources of the guarantor, or the sale of the subject property. Repayment of construction loans is usually expected from permanent financing upon completion of construction. We typically provide the permanent mortgage financing on our construction loans on income-producing property.

Generally, before making a commitment to fund a construction loan, we require an appraisal of the property by a state-certified or state-licensed appraiser. We review and inspect properties before disbursement of funds during the term of the construction loan.

Construction financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Home Equity Loans and Lines of Credit. In addition to traditional one- to four-family residential mortgage loans, we offer home equity loans and home equity lines of credit that are secured by the borrower’s primary or secondary residence. Home equity loans and lines of credit are generally underwritten using the same criteria that we use to underwrite one- to four-family residential mortgage loans. Home equity loans may be underwritten with a loan-to-value ratio of 80% when combined with the principal balance of the existing first mortgage loan. Our home equity loans are primarily originated with fixed rates of interest with terms of up to five years and a balloon payment and a 15-year amortization schedule. Home equity lines of credit generally are originated with variable rates tied to the prime interest rate, with an established floor and monthly payments of 2.0% of the outstanding balance.

At June 30, 2010 we had $8.8 million, or 3.5% of our total loan portfolio, in home equity loans and $2.5 million of home equity lines of credit and $2.2 million of undisbursed funds related to home equity lines of credit.

Home equity loans secured by second mortgages have greater risk than one- to four-family residential mortgage loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Particularly with respect to our home equity loans, decreases in real estate values could adversely affect the value of property used as collateral for our loans.

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Commercial Non-Mortgage Loans. We also originate commercial non-mortgage (term) loans and variable lines of credit. These loans are generally originated to small- and medium-sized companies in our primary market area. Our commercial non-mortgage loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. These loans are primarily secured by business assets other than real estate, such as business equipment and inventory, accounts receivable or stock. The commercial non-mortgage loans that we offer have fixed interest rates or variable-rate indexed to the prime rate as published in The Wall Street Journal, and with terms ranging from one to seven years. Our commercial non-mortgage loan portfolio consists primarily of secured loans.

At June 30, 2010, we had $10.5 million of commercial non-mortgage loans outstanding, representing 4.2% of our total loan portfolio.

When making commercial non-mortgage loans, we consider the financial statements, lending history and debt service capabilities of the borrower, the projected cash flows of the business and the value of the collateral, if any. Virtually all of our loans are guaranteed by the principals of the borrower.

Commercial non-mortgage loans generally have a greater credit risk than residential mortgage loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial non-mortgage loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial non-mortgage loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. We seek to minimize these risks through our underwriting standards.

At June 30, 2010, our largest commercial non-mortgage loan outstanding was for $4.5 million and was secured by stock. At June 30, 2010, this loan was performing in accordance with its terms.

Consumer Loans. To a lesser extent, we offer a variety of consumer loans, including new and used automobile loans, recreational vehicle loans, and loans secured by certificates of deposits and other collateral, including marketable securities. At June 30, 2010, our consumer loan portfolio totaled $1.2 million, or 0.5% of our total loan portfolio.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Consumer and other loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets, such as automobiles. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Loan Originations, Purchases, Sales, Participations and Servicing. Lending activities are conducted primarily by our loan personnel operating at our main office and our loan center. All loans that we originate are underwritten pursuant to our standard policies and procedures. In addition, our one- to four-family residential mortgage loans generally incorporate Fannie Mae or Freddie Mac underwriting guidelines. We originate both adjustable-rate and fixed-rate loans. Our ability to originate fixed- or

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adjustable-rate loans is dependent upon the relative customer demand for such loans, which is affected by current market interest rates as well as anticipated future market interest rates. Our loan origination and sales activity may be adversely affected by a rising interest rate environment which typically results in decreased loan demand. Most of our commercial real estate and commercial non-mortgage loans are generated by our internal business development efforts and referrals from professional contacts. Most of our originations of one- to four-family residential mortgage loans, consumer loans and home equity loans and lines of credit are generated by existing customers, referrals from realtors, residential home builders, walk-in business and from our website.

Consistent with our interest rate risk strategy, in the low interest rate environment that has existed in recent years, we have sold on a servicing-released basis substantially all of the conforming, fixed-rate one- to four-family residential mortgage loans with maturities of 15 years or greater that we have originated.

From time to time, we will purchase loan participations secured by properties within and outside of our primary market area in which we are not the lead lender. Historically, the loan participations have been secured by one- to four-family residential properties and commercial properties throughout Michigan as well as by certificates of deposit. In these circumstances, we follow our customary loan underwriting and approval policies. We have sufficient capital to take advantage of these opportunities to purchase loan participations, as well as strong relationships with other community banks in our primary market area and throughout Michigan that may desire to sell participations, and we intend to increase our purchases of participations in the future as a growth strategy. At June 30, 2010, our loan participations totaled $8.7 million, or 3.5% of our loan portfolio, $6.5 million of which were outside our primary market area.

We have not sold participations in loans to other banks.

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The following table shows the loan origination, purchases, sale and repayment activities of Wolverine Bank, for the periods indicated.

	At June 30, 2010			For the Year Ended December 31,
				2009			2008			2007
	(In thousands)
Originations by type:
Mortgage Loans:
Residential	$	15,952		$	74,798		$	22,237		$	18,437
Commercial		19,819			49,416			60,944			39,445
Construction		7,124			11,125			19,341			14,172
Home equity		2,437			6,585			10,302			6,807
Commercial non-mortgage		1,496			6,238			9,126			3,019
Other Consumer		432			1,597			1,820			2,238
Total loans originated		47,260			149,759			123,770			84,118
Purchases:
Mortgage Loans:
Residential		—			—			3,875			2,116
Commercial non-mortgage		—			2,050			—			—
Total loans purchased		—			2,050			3,875			2,116
Sales and repayments:
Mortgage Loans:
Residential		(18,225	)		(98,597	)		(27,101	)		(24,127	)
Commercial		(21,805	)		(39,525	)		(51,662	)		(37,006	)
Construction		(4,024	)		(17,982	)		(17,630	)		(18,210	)
Home equity		(2,872	)		(8,514	)		(12,111	)		(9,389	)
Commercial non-mortgage		(1,506	)		(5,836	)		(7,931	)		(3,319	)
Other Consumer		(518	)		(1,960	)		(1,297	)		(3,529	)
Total sales and repayments		(48,950	)		(172,414	)		(117,732	)		(95,580	)
Total loans sold		(10,912	)		(66,210	)		(10,406	)		(7,756	)
Principal repayments		(38,038	)		(106,204	)		(107,326	)		(87,824	)
Total reductions		(48,950	)		(172,414	)		(117,732	)		(95,580	)
Increase (decrease) in other items, net		(6,117	)		(1,234	)		886			(543	)
Net increase (decrease)	$	(7,807	)	$	(21,839	)	$	10,799		$	(9,889	)

Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by our Board of Directors. The loan approval process is intended to assess the borrower’s ability to repay the loan and the value of the collateral that will secure the loan. To assess the borrower’s ability to repay, we review the borrower’s employment and credit history and information on the historical and projected income and expenses of the borrower. We will also evaluate a guarantor when a guarantee is provided as part of the loan.

Wolverine Bank’s policies and loan approval limits are established by our Board of Directors. Our Manager of Commercial Underwriting may approve secured commercial loans up to $500,000 and unsecured loans up to $50,000. Similarly, our Manager of Consumer Underwriting has authority to approve secured consumer loans up to $350,000, saleable secured residential loans up to the secondary market limit (currently $417,000) and unsecured loans up to $50,000. The President and CEO may approve secured loans up to $1.0 million and unsecured loans up to $500,000. The President and CEO in combination with a Manager of Underwriting may approve secured loans up to $1,500,000 or unsecured loans up to $750,000, and these limits are increased to $2,000,000 (consumer or residential loans), $2,500,000 (commercial loans) and $1,000,000 (unsecured loans) with the addition of a second Manager of Underwriting. Two or more board members may approve loans up to $3,500,000. All loans in excess of $3,500,000 must be approved by the Board of Directors. There are higher limits for each lending authority described above for renewals or extensions.

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We generally require appraisals by a rotating list of independent, licensed, third-party appraisers of all real property securing loans. All appraisers are approved by the Board of Directors annually.

Non-performing and Problem Assets

For all of our loans, once a loan is 15 days delinquent, a computer generated past due notice is mailed. Past due notices continue to be mailed monthly in the event the account is not brought current. Prior to the time a loan is 30 days past due, we attempt to contact the borrower by telephone. Thereafter we continue with follow-up calls. Generally, once a loan becomes 90 days delinquent, if no work-out efforts have been pursued, we commence the foreclosure or repossession process. A summary report of all loans 90 days or more past due, or 30 days or more past due if the loan is less than 1 year old, is provided monthly to our Board of Directors.

Loans are usually placed on non-accrual status when the payment of principal and/or interest is 90 days or more past due. Loans are also placed on non-accrual status when it is determined collection of principal or interest is in doubt or if the collateral is in jeopardy. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received and only after the loan is returned to accrual status. The loans are typically returned to accrual status if unpaid principal and interest are repaid so that the loan is current.

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Non-Performing Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated. At the dates presented, we had no loans that were delinquent 90 days or greater and that were still accruing interest.

	At June 30, 2010			At December 31,
				2009			2008			2007			2006			2005
	(Dollars in thousands)
Non-accrual loans:
Residential Mortgage Loans:
One-to four-family	$	620		$	426		$	—		$	77		$	539		$	567
Home equity		76			—			—			—			—			—
Commercial Mortgage Loans:(1)
Commercial Real Estate		6,148			4,029			1,337			1,498			388			230
Multifamily		240			—			—			—			—			—
Land		3,001			2,602			1,978			—			—			—
Construction		181			183			358			190			—			—
Commercial non-mortgage		—			—			—			—			215			352
Other consumer		—			—			—			—			—			—
Total non-accrual loans(2)		10,266			7,240			3,673			1,765			1,142			1,149
Troubled debt restructurings:
One-to four-family		335			224			—			—			—			—
Commercial Real Estate		97			302			—			—			—			—
		432			526			—			—			—			—
Total non-performing loans		10,698			7,766			3,673			1,765			1,142			1,149
Real estate owned:
Residential Mortgage Loans:
One-to four-family		448			256			149			570			29			—
Commercial Mortgage Loans:
Commercial Real Estate		359			334			562			255			703			—
Land		209			—			140			—			—			—
Construction		—			—			—			325			—			—
Other consumer		—			—			—			—			—			67
Total real estate owned		1,016			590			851			1,150			732			67
Total non-performing assets	$	11,714		$	8,356		$	4,524		$	2,915		$	1,874		$	1,216
Ratios:
Non-performing loans to total loans		4.3	%		3.1	%		1.4	%		0.7	%		0.4	%		0.5	%
Non-performing assets to total assets		3.8	%		2.7	%		1.4	%		0.9	%		0.6	%		0.4	%

(1) For the years ended December 31, 2007, 2006 and 2005, information for commercial real estate mortgage loans includes multifamily loans and land loans.

(2) At June 30, 2010 and December 31, 2009, includes $5.3 million and $3.4 million of troubled debt restructurings, respectively.

For the six months ended June 30, 2010 and for the year ended December 31, 2009, gross interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms was $390,000 and $298,000, respectively. We recognized interest income of $11,000 and $67,000 on such loans for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively.

At June 30, 2010, our non-accrual loans totaled $10.3 million. The non-accrual loans consisted primarily of five commercial real estate relationships with principal balances totaling $7.7 million and allowances of $2.6 million. These loans are secured by non-owner occupied one- to four-family residential properties, multifamily and commercial real estate properties and development land. We are in the foreclosure process on one of these relationships with a principal balance of $2.7 million and an allowance of $1.2 million secured by non-owner occupied one- to four-family residential properties and

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multifamily properties with appraised values of $2.1 million. Subsequent to June 30, 2010, a piece of development land which was included in the five largest relationships noted above was sold for $550,000. The loan securing this property had a principal balance of $909,000 and we had an allowance of $330,000 for this loan. Additionally, we have a forbearance agreement with one relationship with a principal balance of $651,000 and an allowance of $62,000 that is secured by development land and one- to four-family residential properties. There is a relationship with a principal balance of $1.7 million and an allowance of $540,000 secured by commercial real estate that is in a workout arrangement with estimated value of $1.3 million. Another relationship with a principal balance of $1.7 million and an allowance of $451,000 is secured by development land and commercial real estate that has an estimated value of $2.3 million. Foreclosure is not expected with this relationship.

Other than as disclosed in the above tables, there are no other loans at June 30, 2010 that management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.

Troubled Debt Restructurings. Troubled debt restructurings are defined under ASC 310-40 to include loans for which either a portion of interest or principal has been forgiven, or for loans modified at interest rates or on terms materially less favorable than current market rates. We periodically modify loans to extend the term or make other concessions to help borrowers stay current on their loans and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. At June 30, 2010 and December 31, 2009, we had $5.7 million and $3.9 million, respectively, of troubled debt restructurings, of which $5.3 million and $3.4 million at June 30, 2010 and December 31, 2009, respectively, were included as non-accruals loans in the preceding table. At June 30, 2010 our troubled debt restructuring related to 13 loans, 11 of which related to commercial real estate.

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Delinquent Loans. The following table sets forth certain information with respect to our loan portfolio delinquencies at the dates indicated.

	Loans Delinquent For						Total
	60-89 Days			90 Days and Over
	Number	Amount		Number	Amount		Number	Amount
	(Dollars in thousands)
At June 30, 2010
Residential Mortgage Loans:
One-to four-family	1	$	96	3	$	594	4	$	690
Home equity	1		76	—		—	1		76
Commercial Mortgage Loans:
Commercial Real Estate	—		—	5		3,327	5		3,327
Multifamily	—		—	1		240	1		240
Land	—		—	1		909	1		909
Construction	—		—	—		—	—		—
Total mortgage loans	2		172	10		5,070	12		5,242
Commercial non-mortgage	—		—	—		—	—		—
Other consumer	—		—	—		—	—		—
Total loans	2	$	172	10	$	5,070	12	$	5,242
At December 31, 2009
Residential Mortgage Loans:
One-to four-family	5	$	253	5	$	400	10	$	653
Home equity	—		—	—		—	—		—
Commercial Mortgage Loans:
Commercial Real Estate	1		147	5		1,134	6		1,281
Multifamily	—		—	—		—	—		—
Land	1		42	8		2,181	9		2,223
Construction	—		—	—		—	—		—
Total mortgage loans	7		442	18		3,715	25		4,157
Commercial non-mortgage	—		—	—		—	—		—
Other consumer	—		—	—		—	—		—
Total loans	7	$	442	18	$	3,715	25	$	4,157
At December 31, 2008
Residential Mortgage Loans:
One-to four-family	1	$	47	—	$	—	1	$	47
Home equity	—		—	—		—	—		—
Commercial Mortgage Loans:
Commercial Real Estate	1		960	2		378	3		1,338
Multifamily	—		—	—		—	—		—
Land	1		157	1		150	2		307
Construction	2		253	2		356	4		609
Total mortgage loans	5		1,417	5		884	10		2,301
Commercial non-mortgage	—		—	—		—	—		—
Other consumer	—		—	—		—	—		—
Total loans	5	$	1,417	5	$	884	10	$	2,301
At December 31, 2007
Residential Mortgage Loans:
One-to four-family	1	$	10	1	$	77	2	$	87
Home equity	—		—	—		—	—		—
Commercial Mortgage Loans(1):
Commercial Real Estate	1		565	8		1,498	9		2,063
Multifamily	—		—	—		—	—		—
Land	—		—	—		—	—		—
Construction	2		253	1		190	3		443
Total mortgage loans	4		828	10		1,765	14		2,593
Commercial non-mortgage	—		—	—		—	—		—
Other consumer	1		—	—		—	1		—
Total loans	5	$	828	10	$	1,765	15	$	2,593

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	Loans Delinquent For						Total
	60-89 Days			90 Days and Over
	Number	Amount		Number	Amount		Number	Amount
		(Dollars in thousands)
At December 31, 2006
Residential Mortgage Loans:
One-to four-family	1	$	117	2	$	539	3	$	656
Home equity	—		—	—		—	—		—
Commercial Mortgage Loans(1):
Commercial Real Estate	—		—	3		388	3		388
Multifamily	—		—	—		—	—		—
Land	—		—	—		—	—		—
Construction	1		117	—		—	1		117
Total mortgage loans	2		234	5		927	7		1,161
Commercial non-mortgage	—		—	2		215	2		215
Other consumer	1		11	—		—	1		11
Total loans	3	$	245	7	$	1,142	10	$	1,387
At December 31, 2005
Residential Mortgage Loans:
One-to four-family	1	$	93	3	$	567	4	$	660
Home equity	1		22	—		—	1		22
Commercial Mortgage Loans(1):
Commercial Real Estate	1		69	3		230	4		299
Multifamily	—		—	—		—	—		—
Land	—		—	—		—	—		—
Construction	—		—	—		—	—		—
Total mortgage loans	3		184	6		797	9		981
Commercial non-mortgage	—		—	1		352	1		352
Other consumer	—		—	—		—	—		—
Total loans	3	$	184	7	$	1,149	10	$	1,333

(1) For the years ended December 31, 2007, 2006 and 2005, information for commercial real estate mortgage loans includes multifamily loans and land loans.

Total delinquent loans increased by $1.0 million to $5.2 million at June 30, 2010 from $4.2 million at December 31, 2009. The increase in delinquent loans was due primarily to an increase of $1.0 million in commercial real estate loans delinquent 90 days or more.

Real Estate Owned and Foreclosed Assets. Real estate acquired by us as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned. When property is acquired it is recorded at the lower of cost or estimated fair market value at the date of foreclosure, establishing a new cost basis. Estimated fair value generally represents the sale price a buyer would be willing to pay on the basis of current market conditions, including normal terms from other financial institutions, less the estimated costs to sell the property. Holding costs and declines in estimated fair market value result in charges to expense after acquisition. In addition, we could repossess certain collateral, including automobiles and other titled vehicles, called other repossessed assets. At June 30, 2010, we had $1.0 million in real estate owned.

Classification of Assets. Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value

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that their continuance as assets is not warranted. Assets that do not expose us to risk sufficient to warrant classification in one of the afore-mentioned categories, but which possess potential weaknesses that deserve our close attention, are required to be designated as special mention.

When we classify assets as either substandard or doubtful, we undertake an impairment analysis which may result in allocating a portion of our general loss allowances to a specific allowance for such assets as we deem prudent. The allowance for loan losses is the amount estimated by management as necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the balance sheet date. When we classify a problem asset as doubtful, we charge the asset off. For other classified assets, we provide a specific allowance for that portion of the asset that is considered uncollectible. Our determination as to the classification of our assets and the amount of our loss allowances are subject to review by our principal federal regulator, the Office of Thrift Supervision, which can require that we establish additional loss allowances. We regularly review our asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

The following table sets forth our amounts of classified assets, assets designated as special mention and criticized assets (classified assets and loans designated as special mention) as of June 30, 2010 and December 31, 2009, 2008, 2007, 2006 and 2005. At the dates presented we had no assets classified as doubtful. At June 30, 2010, we had specific allowances of $3.9 million for our substandard assets and $92,000 for special mention assets.

	At June 30,		At December 31,
	2010		2009		2008		2007		2006		2005
Classified Assets:
Substandard	$	26,495	$	25,881	$	12,481	$	3,480	$	1,933	$	2,137
Total classified assets		26,495		25,881		12,481		3,480		1,933		2,137
Special mention		16,636		13,504		4,735		1,444		1,567		509
Total criticized assets	$	43,131	$	39,385	$	17,216	$	4,924	$	3,500	$	2,646

Allowance for Loan Losses

Analysis and Determination of the Allowance for Loan Losses. Our allowance for loan losses is the amount considered necessary to reflect probable incurred losses in our loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.

Our methodology for assessing the appropriateness of the allowance for loan losses consists of two key elements: (1) specific allowances for identified problem loans; and (2) a general valuation allowance on the remainder of the loan portfolio.

Specific Allowances for Identified Problem Loans. We establish a specific allowance when loans are determined to be impaired. Loss is measured by determining the present value of expected future cash flows, the loan’s observable market value, or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. Factors in identifying a specific problem loan include: (1) the strength of the customer’s personal or business cash flows; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; (6) the estimated cost to sell the collateral; and (7) the borrower’s effort to cure the delinquency. In addition, for loans secured by real estate, we consider the extent of any past due and unpaid property taxes applicable to the property serving as collateral on the mortgage.

General Valuation Allowance on the Remainder of the Loan Portfolio. We establish a general allowance for loans that are not deemed impaired to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, has not been allocated to particular problem assets. This

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general valuation allowance is determined by segregating the loans by loan category and assigning allowance percentages based on our historical loss experience, delinquency trends and management’s evaluation of the collectibility of the loan portfolio. The allowance may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary market area, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are re-evaluated quarterly to ensure their relevance in the current real estate environment. Although our policy allows for a general valuation allowance on certain smaller-balance, homogenous pools of loans classified as substandard, we have historically evaluated every loan classified as substandard, regardless of size, for impairment in establishing a specific allowance.

In addition, as an integral part of their examination process, the Office of Thrift Supervision will periodically review our allowance for loan losses. Such agency may require that we recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

We periodically evaluate the carrying value of loans and the allowance is adjusted accordingly. While we use the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the information used in making the evaluations.

The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans, including troubled debt restructurings, that are placed on nonaccrual status or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Generally, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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The following table sets forth activity in our allowance for loan losses for the periods indicated.

	At or For the Six Months Ended June 30,						At or For the Years Ended December 31,
	2010			2009			2009			2008			2007			2006			2005
	(Dollars in thousands)
Balance at beginning of period	$	6,507		$	3,379		$	3,379		$	3,017		$	3,054		$	3,313		$	3,135
Charge-offs:
Residential Mortgage Loans:
One-to four-family		(21	)		—			(104	)		—			(128	)		—			—
Home equity		—			—			—			—			—			—			—
Commercial Mortgage Loans:
Commercial Real Estate		(68	)		(321	)		(351	)		(390	)		(161	)		(262	)		—
Multifamily		(54	)		—			—			(575	)		—			—			—
Land		(58	)		(140	)		(140	)		(75	)		—			—			—
Construction		—			—			—			—			(49	)		—			—
Commercial non-mortgage		—			—			—			—			(70	)		(51	)		—
Other consumer		(5	)		(1	)		(10	)		(5	)		(11	)		(1	)		(4	)
Total charge-offs		(206	)		(462	)		(605	)		(1,045	)		(419	)		(314	)		(4	)
Recoveries:
Residential Mortgage Loans:
One-to four-family		26			5			21			85			1			27			37
Home equity		—			—			—			—			—			—			—
Commercial Mortgage Loans(1):
Commercial Real Estate		110			105			326			73			138			128			127
Multifamily		54			12			48			36			—			—			—
Land		198			42			85			68			—			—			—
Construction		5			—			—			—			53			—			—
Commercial non-mortgage		—			—			—			—			—			33			8
Other consumer		1			2			3			3			2			—			10
Total recoveries		394			166			483			265			194			188			182
Net (charge-offs) recoveries		188		$	(296	)		(122	)		(780	)		(225	)		(126	)		178
Provision (recovery to allowance) for loan losses		3,480			1,520			3,250			1,142			188			(133	)		—
Balance at end of period	$	10,175		$	4,603		$	6,507		$	3,379		$	3,017		$	3,054		$	3,313
Ratios:
Net charge-offs to average loans outstanding (annualized)		0.2	%		(0.2	)%		0.0	%		(0.3	)%		(0.1	)%		0.0	%		0.0	%
Allowance for loan losses to non-performing loans at end of period		95.1	%		110.7	%		83.8	%		92.0	%		170.9	%		267.4	%		288.3	%
Allowance for loan losses to total loans at end of period		4.1	%		1.8	%		2.6	%		1.3	%		1.2	%		1.1	%		1.3	%

(1) For the years ended December 31, 2007, 2006 and 2005, information for commercial real estate mortgage loans includes multifamily loans and land loans.

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Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category (including loans held for sale), and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

	At June 30, 2010				At December 31,
					2009				2008
	Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
Residential Mortgage Loans:
One- to four-family	$	2,040	33.2	%	$	1,246	33.8	%	$	1,173	40.0	%
Home equity		266	4.5			161	4.7			145	5.0
Commercial Mortgage Loans:
Commercial Real Estate		4,130	33.5			3,019	33.7			1,227	30.5
Multifamily		1,866	13.7			949	13.3			270	9.3
Land		1,240	6.2			838	6.9			305	6.4
Construction		357	4.2			129	3.0			155	5.3
Commercial non-mortgage		247	4.2			148	4.1			86	2.9
Other consumer		29	0.5			17	0.5			18	0.6
Total allocated allowance		10,175	100.0			6,507	100.0			3,379	100.0
Unallocated		—	—			—	—			—	—
Total	$	10,175	100.0	%	$	6,507	100.0	%	$	3,379	100.0	%

	At December 31,
	2007				2006				2005
	Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
Residential Mortgage Loans:
One- to four-family	$	945	41.9	%	$	1,263	41.8	%	$	1,162	38.9	%
Home equity		133	5.9			180	6.6			208	7.6
Commercial Mortgage Loans(1):
Commercial Real Estate		1,759	44.4			1,347	42.0			1,571	39.9
Multifamily		—	—			—	—			—	—
Land		—	—			—	—			—	—
Construction		111	4.8			169	6.1			273	10.0
Commercial non-mortgage		59	2.6			71	2.6			80	2.9
Other consumer		10	0.4			24	0.9			19	0.7
Total allocated allowance		3,017	100.0			3,054	100.0			3,313	100.0
Unallocated		—	—			—	—			—	—
Total	$	3,017	100.0	%	$	3,054	100.0	%	$	3,313	100.0	%

(1) For the years ended December 31, 2007, 2006 and 2005, information for commercial real estate mortgage loans includes multifamily loans and land loans.

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The allowance for loan losses increased $3.7 million, or 56.4%, to $10.2 million at June 30, 2010 from $6.5 million at December 31, 2009. The increase was based upon management’s evaluation of the adequacy of the allowance for loan losses and was a result of a continued declining economic conditions in 2010, declining collateral values in our primary market area, increases in classified assets and increasing historical loss rates. At June 30, 2010, the allowance for loan losses represented 4.0% of total loans compared to 2.6% of total loans at December 31, 2009.

The allowance for loan losses increased $3.1 million, or 92.6%, to $6.5 million at December 31, 2009 from $3.4 million at December 31, 2008. The increase was based upon management’s evaluation of the adequacy of the allowance for loan losses and was a result of a continued declining economic conditions in 2009, declining collateral values in our primary market area, increases in classified assets and increasing historical loss rates. At December 31, 2009, the allowance for loan losses represented 2.6% of total loans compared to 1.3% of total loans at December 31, 2008.

Investments

We conduct investment transactions in accordance with our board approved investment policy which is reviewed at least annually by the Loan and Finance Committee of the Board, and any changes to the policy are subject to ratification by the full Board of Directors. This policy dictates that investment decisions give consideration to the safety of the investment, liquidity requirements, potential returns, the ability to provide collateral for pledging requirements, minimizing exposure to credit risk, potential returns and consistency with our interest rate risk management strategy. Authority to make investments under approved guidelines is delegated to our management investment committee, comprised of our President and Chief Executive Officer and our Chief Operating Officer and Treasurer. All investments are reported to the Board of Directors for ratification at the next regular board meeting.

Our current investment policy permits us to invest in any legally permissible investment security, including U.S. Treasury obligations, agency debt securities insured and guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae and other eligible federal agencies, municipal securities, banker’s acceptances, certificates of deposit, overnight investments and eligible mutual funds.

We do not engage in any speculative trading or any transactions in short sales, options, mortgage derivative products or other financial derivative products. In recent years we have not purchased any mortgage-backed securities. As a federal savings bank, Wolverine Bank is generally not permitted to invest in equity securities, although this general restriction will not apply to Wolverine Bancorp, Inc., which may acquire up to 5% of voting securities of any company without regulatory approval.

ASC 320-10, “Investment—Debt and Equity Securities” requires that, at the time of purchase, we designate a security as held to maturity, available-for-sale, or trading, depending on our ability and intent. Securities available for sale are reported at fair value, while securities held to maturity are reported at amortized cost. We do not maintain a trading portfolio.

U.S. Government and Agency Debt Securities. While United States Government and federal agency securities generally provide lower yields than other investments, including interest earning certificates of deposit, we maintain these investments, to the extent appropriate, for liquidity purposes and as collateral for borrowings.

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Municipal Obligations. At June 30, 2010 we held one municipal obligation totaling $388,000. Our policy allows us to purchase municipal securities of credit-worthy issuers. We are not permitted to invest more than 2.0% of our total assets in municipal obligations.

Investment Securities Portfolio. The following table sets forth the composition of our investment securities portfolio at the dates indicated, excluding Federal Home Loan Bank of Indianapolis stock and federally insured interest earning time deposits. All of such securities were classified as held-to-maturity.

					At December 31,
	At June 30, 2010				2009				2008				2007
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
U.S. Government sponsored agencies	$	—	$	—	$	1,000	$	1,016	$	15,634	$	15,702	$	2,002	$	2,012
Municipal obligations		388		388		420		420		660		660		—		—
Total	$	388	$	388	$	1,420	$	1,436	$	16,294	$	16,362	$	2,002	$	2,012

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Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at June 30, 2010 are summarized in the following table. At such date, all of our securities were held to maturity. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. The yields on municipal securities have not been adjusted to a tax-equivalent basis.

	One Year or Less				More than One Year through Five Years				More than Five Years through Ten Years				More than Ten Years				Total Securities
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Fair Value		Weighted Average Yield
	(Dollars in thousands)
Held to maturity securities
Municipals		—	—			—	—			388	3.90	%		—	—			388		388	3.90	%
Total	$	—	—	%	$	—	—	%	$	388	3.90	%	$	—	—	%	$	388	$	388	3.90	%

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Sources of Funds

General. Deposits traditionally have been our primary source of funds for our lending and investment activities. We also borrow, primarily from the Federal Home Loan Bank of Indianapolis, to supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage our cost of funds. Our additional sources of funds are the proceeds from the sale of loans originated for sale, scheduled loan payments, maturing investments, loan prepayments, Federal Home Loan Bank of Indianapolis advances, retained earnings and income on other earning assets.

Deposits. We generate deposits primarily from the areas in which our branch offices are located. We rely on our competitive pricing, convenient locations and customer service to attract and retain both retail and commercial deposits. Additionally, we have attracted deposits from numerous Michigan cities, townships, counties and nonprofit organizations due to our successful marketing efforts, community ties, and financial stability and strength.

We offer a variety of deposit accounts with a range of interest rates and terms. Our deposit accounts consist of savings accounts, checking accounts, money market accounts, certificates of deposit and retirement accounts. At June 30, 2010, we had $4.1 million in brokered deposits, of which approximately $1.0 million were through the Certificate of Deposit Account Registry Service (“CDARS”) network. When a customer makes a deposit and requests the full protection of FDIC insurance, but where such deposit exceeds applicable limits, we use the CDARS network to place the funds into certificates of deposit issued by banks in the network so that the full amount of the deposit is insured by the FDIC.

Interest rates, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies, including the cost of alternate sources of funds, and market interest rates, liquidity requirements, interest rates paid by competitors and our deposit growth goals.

At June 30, 2010, we had a total of $99.7 million in certificates of deposit, of which $77.5 million had remaining maturities of one year or less. Of this $77.5 million with maturities of one year or less, approximately $27.0 million were paying above-market rates at a weighted average yield of 5.06%. These certificates were originated under our three-year guaranteed upward re-pricing certificate of deposit product and the corresponding higher rates reflect the higher market interest rate environment at the time that these deposits were originated. It is not our intention to pay above-market rates to keep these deposits upon maturity, and we are uncertain as to what amount of these deposits we will be able to retain.

The following tables set forth the distribution of our average total deposit accounts, by account type, for the periods indicated.

	For the Six Months Ended June 30, 2010						For the Year Ended December 31, 2009
	Average Balance		Percent		Weighted Average Rate		Average Balance		Percent		Weighted Average Rate
	(Dollars in thousands)
Deposit type:
Savings accounts	$	9,432	5.4	%	0.08	%	$	9,077	5.3	%	0.06	%
Checking accounts		23,256	13.2		0.20	%		16,834	9.8		0.11	%
Money market accounts		39,509	22.4		0.75	%		34,928	20.2		0.90	%
Certificates of deposit		103,871	59.0		2.87	%		111,566	64.7		3.17	%
Total deposits	$	176,068	100.0	%	1.89	%	$	172,405	100.0	%	2.25	%

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	For the Years Ended December 31,
	2008						2007
	Average Balance		Percent		Weighted Average Rate		Average Balance		Percent		Weighted Average Rate
	(Dollars in thousands)
Deposit type:
Savings accounts	$	7,590	4.3	%	0.33	%	$	6,940	4.1	%	0.40	%
Checking accounts		15,125	8.5		0.21	%		14,954	9.0		0.35	%
Money market accounts		38,726	22.0		2.28	%		26,036	15.6		2.62	%
Certificates of deposit		114,912	65.2		3.87	%		118,880	71.3		4.83	%
Total deposits	$	176,353	100.0	%	3.05	%	$	166,810	100.0	%	3.90	%

As of June 30, 2010, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $52.0 million. The following table sets forth the maturity of those certificates as of June 30, 2010.

	At June 30,  2010
	(In thousands)
Three months or less	$	10,305
Over three months through six months		15,814
Over six months through one year		13,983
Over one year to three years		8,901
Over three years		3,002
Total	$	52,005

The following table sets forth the amount of our certificates of deposit classified by interest rate as of the dates indicated.

	At June 30,		At December 31,
	2010		2009		2008		2007
	(In thousands)
Interest Rate:
Less than 2.00%	$	40,964	$	44,715	$	9,786	$	5
2.00% to 2.99%		9,369		6,130		28,957		511
3.00% to 3.99%		12,553		14,026		38,554		9,960
4.00% to 4.99%		6,545		15,618		36,114		65,172
5.00% to 5.99%		30,199		25,109		8,841		41,578
6.00% to 6.99%		58		63		569		568
7.00% to 7.99%		—		—		—		—
Total	$	99,688	$	105,661	$	122,821	$	117,794

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The following table sets forth, by interest rate ranges, information concerning our certificates of deposit at June 30, 2010.

	At June 30, 2010
	Period to Maturity
	Less Than or Equal to One Year		More Than One to Two Years		More Than Two to Three Years		More Than Three Years		Total		Percent of Total
	(Dollars in thousands)
Interest Rate Range:
2.99% and below	$	40,887	$	5,210	$	3,497	$	739	$	50,333	50.5	%
3.00% to 3.99%		9,047		1,891		762		853		12,553	12.5
4.00% to 4.99%		916		1,039		1,787		2,803		6,545	6.6
5.00% to 5.99%		26,640		2,159		469		931		30,199	30.3
6.00% to 6.99%		13		45		—		—		58	0.1
7.00% to 7.99%		—		—		—		—		—	—
Total	$	77,503	$	10,344	$	6,515	$	5,326	$	99,688	100.00	%

Borrowings. Our borrowings consist of advances from the Federal Home Loan Bank of Indianapolis. At June 30, 2010, we had access to additional Federal Home Loan Bank advances of up to $9.2 million with the purchase of additional FHLB stock. The following table sets forth information concerning balances and interest rates on our borrowings at the dates and for the periods indicated.

	At or For the Six Months Ended June 30,						At or For the Years Ended December 31,
	2010			2009			2009			2008			2007
	(Dollars in thousands)
Balance at end of period	$	85,000		$	92,000		$	90,000		$	92,000		$	86,850
Average balance during period	$	89,286		$	92,000		$	91,308		$	92,296		$	86,465
Maximum outstanding at any month end	$	90,000		$	92,000		$	92,000		$	93,000		$	92,850
Weighted average interest rate at end of period		4.65	%		5.02	%		5.02	%		5.02	%		5.32	%
Average interest rate during period		4.77	%		5.05	%		5.09	%		5.13	%		5.46	%

The following table sets forth at June 30, 2010 the amount of our borrowings by the year of maturity and the average rate paid. At June 30, 2010 the average rate paid on our borrowings was 4.65%.

Matures During the Year Ending December 31,	At June 30, (Dollars in thousands)
2010	8,000	5.64	%
2011	11,000	5.07	%
2012	7,000	4.93	%
2013	14,000	3.49	%
2014	13,000	3.04	%
2015	9,000	4.96	%
2016	16,000	5.64	%
2017	7,000	5.19	%

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Properties

We operate from our main office in Midland, Michigan, and from our two branch offices located in Midland, Michigan, our one branch office located in Frankenmuth, Michigan and our loan center located in Saginaw, Michigan. The net book value of our premises, land and equipment was $1.8 million At June 30, 2010. The following tables set forth information with respect to our banking offices, including the expiration date of leases with respect to leased facilities.

Address	Leased or Owned	Year Acquired or Leased	Expires
Main Office:
5710 Eastman Avenue Midland, Michigan 48640	Owned	1979	n/a
Branch Offices:
Downtown Office: 118 Ashman Street Midland, Michigan 48640	Leased	2005	2010
S. Saginaw Road Office: 1015 S. Saginaw Road Midland, Michigan 48640	Owned	1974	n/a
Frankenmuth Office: 464 N. Main Street Frankenmuth, Michigan 48734	Owned	1978	n/a
Loan Center:
Saginaw Loan Center: 3200 Tittabawassee Road, Suite 2 Saginaw, Michigan 48604	Leased	1999	2010

* Downtown office includes an option to renew the lease for 2 additional terms of 5 years each, and the Saginaw Loan Center is a month-to-month lease.

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Subsidiary Activities

Upon completion of the conversion, Wolverine Bank will become the wholly owned subsidiary of Wolverine Bancorp, Inc. Wolverine Bank has one subsidiary, Wolserv Corporation, a Michigan corporation which has a membership interest in a title company.

Legal Proceedings

At June 30, 2010, we were not involved in any legal proceedings, the outcome of which we believe would be material to our financial condition or results of operations.

Expense and Tax Allocation

Wolverine Bank will enter into an agreement with Wolverine Bancorp, Inc. to provide it with certain administrative support services, whereby Wolverine Bank will be compensated at not less than the fair market value of the services provided. In addition, Wolverine Bank and Wolverine Bancorp, Inc. will enter into an agreement to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.

Personnel

As of June 30, 2010, we had 51 full-time employees and 20 part-time employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.

SUPERVISION AND REGULATION

General

Wolverine Bank is supervised and examined by the Office of Thrift Supervision and is subject to examination by the Federal Deposit Insurance Corporation. This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage and is intended primarily for the protection of the Federal Deposit Insurance Corporation’s deposit insurance fund and depositors, and not for the protection of stockholders. Under this system of federal regulation, financial institutions are periodically examined to ensure that they satisfy applicable standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. Wolverine Bank also is a member of and owns stock in the Federal Home Loan Bank of Indianapolis, which is one of the twelve regional banks in the Federal Home Loan Bank System. Wolverine Bank also is regulated to a lesser extent by the Board of Governors of the Federal Reserve System, or Federal Reserve Board, which governs reserves to be maintained against deposits and other matters. The Office of Thrift Supervision examines Wolverine Bank and prepares reports for the consideration of its Board of Directors on any operating deficiencies. Wolverine Bank’s relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a much lesser extent, state law, especially in matters concerning the ownership of deposit accounts and the form and content of Wolverine Bank’s loan documents.

Any change in these laws or regulations, whether by the Federal Deposit Insurance Corporation, the Office of Thrift Supervision or Congress, could have a material adverse impact on Wolverine Bancorp, Inc., Wolverine Bank and their operations.

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Under the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Office of Thrift Supervision’s functions relating to federal savings associations, including rulemaking authority, are transferred to the Comptroller of the Currency within one year of the July 21, 2010 date of enactment of the new legislation, unless extended by up to six months by the Secretary of the Treasury. The thrift charter has been preserved and a new Deputy Comptroller of the Currency will supervise and examine federal savings associations and savings banks.

As a savings and loan holding company following the conversion, Wolverine Bancorp, Inc. will be required to file certain reports with, will be subject to examination by, and otherwise must comply with the rules and regulations of the Office of Thrift Supervision. Wolverine Bancorp, Inc. will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws. Moreover, under the Dodd-Frank Act, the functions of the Office of Thrift Supervision relating to savings and loan holding companies and their subsidiaries, as well as rulemaking and supervision authority over thrift holding companies, will be transferred to the Federal Reserve Board.

Certain of the regulatory requirements that are or will be applicable to Wolverine Bank and Wolverine Bancorp, Inc. are described below. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on Wolverine Bank and Wolverine Bancorp, Inc., and is qualified in its entirety by reference to the actual statutes and regulations. A description of the Office of Thrift Supervision’s Acquisition of Control regulations may be found at “Restrictions on Acquisition of Wolverine Bancorp, Inc.—Change in Control Regulations.”

New Federal Legislation

The recently enacted Dodd-Frank Act will significantly change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act will eliminate our current primary federal regulator, the Office of Thrift Supervision, and will require Wolverine Bank to be regulated by the Office of the Comptroller of the Currency (the primary federal regulator for national banks). The Dodd-Frank Act also authorizes the Board of Governors of the Federal Reserve System to supervise and regulate all savings and loan holding companies like Wolverine Bancorp, Inc., in addition to bank holding companies which it currently regulates. As a result, the Federal Reserve Board’s current regulations applicable to bank holding companies, including holding company capital requirements, will apply to savings and loan holding companies like Wolverine Bancorp, Inc., unless an exemption exists. These capital requirements are substantially similar to the capital requirements currently applicable to Wolverine Bank, as described in “—Federal Banking Regulation—Capital Requirements.” The Dodd-Frank Act also requires the Federal Reserve Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. Bank holding companies with assets of less than $500 million are exempt from these capital requirements. Under the Dodd-Frank Act, the proceeds of trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

The Dodd-Frank Act also creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as Wolverine Bank, including the authority to prohibit “unfair, deceptive or

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abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The new legislation also weakens the federal preemption available for national banks and federal savings associations, and gives state attorneys general the ability to enforce applicable federal consumer protection laws.

The legislation also broadens the base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013. Lastly, the Dodd-Frank Act will increase stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate and solicit votes for their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

Federal Banking Regulation

Business Activities. A federal savings bank derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and the regulations of the Office of Thrift Supervision. Under these laws and regulations, Wolverine Bank may invest in mortgage loans secured by residential and commercial real estate, commercial business and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. Wolverine Bank also may establish subsidiaries that may engage in activities not otherwise permissible for Wolverine Bank, including real estate investment and securities and insurance brokerage.

Capital Requirements. Office of Thrift Supervision regulations require savings banks to meet three minimum capital standards: a 1.5% tangible capital ratio, a 4% leverage ratio (3% for savings banks receiving the highest rating on the CAMELS rating system), and an 8% risk-based capital ratio.

The risk-based capital standard for savings banks requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 200%, assigned by the Office of Thrift Supervision, based on the risks believed inherent in the type of asset. Core capital is defined as common stockholders’ equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital. Additionally, a savings bank that retains credit risk in connection with an asset sale may be required to maintain additional regulatory capital because of the purchaser’s recourse against the savings bank. In assessing an institution’s capital adequacy, the Office of Thrift Supervision takes into consideration not only these numeric factors but qualitative factors as well, and has the authority to establish higher capital requirements for individual associations where necessary.

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At June 30, 2010, Wolverine Bank’s capital exceeded all applicable requirements. See “Historical and Pro Forma Regulatory Capital Compliance.”

Loans-to-One Borrower. Generally, a federal savings bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of June 30, 2010, Wolverine Bank’s largest lending relationship with a single or related group of borrowers totaled $10.0 million, which represented 21.0% of unimpaired capital and surplus. We utilized the special lending limits for small business loans for this expanded lending authority which allows a savings institution to lend up to an additional 10% of its unimpaired capital and surplus. Therefore, Wolverine Bank was in compliance with the loans-to-one borrower limitations.

Qualified Thrift Lender Test. As a federal savings bank, Wolverine Bank must satisfy the qualified thrift lender, or “QTL,” test. Under the QTL test, Wolverine Bank must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of the most recent 12-month period. “Portfolio assets” generally means total assets of a savings bank, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings bank’s business.

Wolverine Bank also may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code.

A savings bank that fails the qualified thrift lender test must either convert to a commercial bank charter or operate under specified restrictions set forth in the Home Owners’ Loan Act. At June 30, 2010, Wolverine Bank maintained approximately 82.2% of its portfolio assets in qualified thrift investments and, therefore, satisfied the QTL test.

Capital Distributions. Office of Thrift Supervision regulations govern capital distributions by a federal savings bank, which include cash dividends, stock repurchases and other transactions charged to the savings bank’s capital account. A savings bank must file an application for approval of a capital distribution if:

• the total capital distributions for the applicable calendar year exceed the sum of the savings bank’s net income for that year to date plus the savings bank’s retained net income for the preceding two years;

• the savings bank would not be at least adequately capitalized following the distribution;

• the distribution would violate any applicable statute, regulation, agreement or Office of Thrift Supervision-imposed condition; or

• the savings bank is not eligible for expedited treatment of its filings.

Even if an application is not otherwise required, every savings bank that is a subsidiary of a holding company must still file a notice with the Office of Thrift Supervision at least 30 days before the Board of Directors declares a dividend or approves a capital distribution.

The Office of Thrift Supervision may disapprove a notice or application if:

• the savings bank would be undercapitalized following the distribution;

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• the proposed capital distribution raises safety and soundness concerns; or

• the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

In addition, the Federal Deposit Insurance Act provides that an insured depository institution shall not make any capital distribution, if after making such distribution the institution would be undercapitalized. A savings bank may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account established in connection with its conversion to stock form.

Liquidity. A federal savings bank is required to maintain a sufficient amount of liquid assets to ensure its safe and sound operation. We anticipate that our liquidity levels will increase following the completion of the stock offering.

Community Reinvestment Act and Fair Lending Laws. All savings banks have a responsibility under the Community Reinvestment Act and related regulations of the Office of Thrift Supervision to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a federal savings bank, the Office of Thrift Supervision is required to assess the savings bank’s record of compliance with the Community Reinvestment Act. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. A savings bank’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of Thrift Supervision, as well as other federal regulatory agencies and the Department of Justice. Wolverine Bank received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination. The Community Reinvestment Act requires all Federal Deposit Insurance-insured institutions to publicly disclose their rating.

Transactions with Related Parties. A federal savings bank’s authority to engage in transactions with its affiliates is limited by Office of Thrift Supervision regulations and by Sections 23A and 23B of the Federal Reserve Act and its implementing Regulation W promulgated by the Board of Governors of the Federal Reserve System. An affiliate is generally a company that controls, or is under common control with an insured depository institution such as Wolverine Bank. Wolverine Bancorp, Inc. will be an affiliate of Wolverine Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative and collateral requirements. In addition, Office of Thrift Supervision regulations prohibit a savings bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates. The Office of Thrift Supervision requires savings banks to maintain detailed records of all transactions with affiliates.

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Wolverine Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions require that extensions of credit to insiders:

(i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

(ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Wolverine Bank’s capital.

In addition, extensions of credit in excess of certain limits must be approved by Wolverine Bank’s Board of Directors.

Enforcement. The Office of Thrift Supervision has primary enforcement responsibility over federal savings banks and has the authority to bring enforcement action against all “institution-affiliated parties,” including directors, officers, stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings bank. Formal enforcement action by the Office of Thrift Supervision may range from the issuance of a capital directive or cease and desist order, to removal of officers and/or directors of the institution, and the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1 million per day. The Federal Deposit Insurance Corporation also has the authority to terminate deposit insurance or to recommend to the Director of the Office of Thrift Supervision that enforcement action be taken with respect to a particular savings institution. If action is not taken by the Director, the Federal Deposit Insurance Corporation has authority to take action under specified circumstances.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Prompt Corrective Action Regulations. Under prompt corrective action regulations, the Office of Thrift Supervision is authorized and, under certain circumstances, required to take supervisory actions against undercapitalized savings banks. For this purpose, a savings bank is placed in one of the following five categories based on the savings bank’s capital:

• well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based capital and 10% total risk-based capital);

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• adequately capitalized (at least 4% leverage capital, 4% Tier 1 risk-based capital and 8% total risk-based capital);

• undercapitalized (less than 3% leverage capital, 4% Tier 1 risk-based capital and 8% total risk-based capital);

• significantly undercapitalized (less than 3% leverage capital, 3% Tier 1 risk-based capital and 6% total risk-based capital); and

• critically undercapitalized (less than 2% tangible capital).

Generally, the Office of Thrift Supervision is required to appoint a receiver or conservator for a savings bank that is “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the Office of Thrift Supervision within 45 days of the date a savings bank receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company of a savings bank that is required to submit a capital restoration plan must guarantee the lesser of an amount equal to 5% of the savings bank’s assets at the time it was notified or deemed to be undercapitalized by the Office of Thrift Supervision, or the amount necessary to restore the savings bank to adequately capitalized status. This guarantee remains in place until the Office of Thrift Supervision notifies the savings bank that it has maintained adequately capitalized status for each of four consecutive calendar quarters, and the Office of Thrift Supervision has the authority to require payment and collect payment under the guarantee. Failure by a holding company to provide the required guarantee will result in certain operating restrictions on the savings bank, such as restrictions on the ability to declare and pay dividends, pay executive compensation and management fees, and increase assets or expand operations. The Office of Thrift Supervision may also take any one of a number of discretionary supervisory actions against undercapitalized savings banks, including the issuance of a capital directive and the replacement of senior executive officers and directors.

At June 30, 2010, Wolverine Bank met the criteria for being considered “well-capitalized.”

Insurance of Deposit Accounts. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009. Non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013.

Pursuant to the Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”), the Federal Deposit Insurance Corporation is authorized to set the reserve ratio for the Deposit Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits. The Dodd-Frank Act mandates that the statutory minimum reserve ratio of the Deposit Insurance Fund increase from 1.15% to 1.35% of insured deposits by September 30, 2020. Banks with assets of less than $10 billion are exempt from any additional assessments necessary to increase the reserve fund above 1.15%.

As part of a plan to restore the reserve ratio to 1.15%, the Federal Deposit Insurance Corporation imposed a special assessment on all insured institutions equal to five basis points of assets less Tier 1 capital as of June 30, 2009, which was payable on September 30, 2009. Our total expense for the special assessment was $95,000.

In addition, the Federal Deposit Insurance Corporation has increased its quarterly deposit insurance assessment rates and amended the method by which rates are calculated. Beginning in the second quarter of 2009, institutions are assigned an initial base assessment rate ranging from 12 to 45 basis points of deposits depending on risk category. The initial base assessment is then adjusted based upon the level of unsecured debt, secured liabilities and brokered deposits, to establish a total base assessment rate ranging from seven to 77.5 basis points.

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On November 12, 2009, the Federal Deposit Insurance Corporation approved a final rule requiring insured depository institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012. Estimated assessments for the fourth quarter of 2009 and for all of 2010 are based upon the assessment rate in effect on September 30, 2009, with three basis points added for the 2011 and 2012 assessment rates. In addition, a 5% annual growth in the assessment base is assumed. Prepaid assessments are to be applied against the actual quarterly assessments until exhausted, and may not be applied to any special assessments that may occur in the future. Any unused prepayments will be returned to the institution on June 30, 2013. We recorded the pre-payment as a prepaid expense, which will be amortized to expense over three years. Based on our deposits and assessment rate as of September 30, 2009, our prepayment amount was $991,000.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation. We do not believe we are taking or are subject to any action, condition or violation that could lead to termination of our deposit insurance.

The deposit insurance assessment rates are in addition to the assessments for payments on the bonds issued in the late 1980s by the Financing Corporation, or FICO, to recapitalize the now defunct Federal Savings and Loan Insurance Corporation. The FICO payments will continue until the FICO bonds mature in 2017 through 2019. Excluding the special assessment noted above, our expense for the assessment of deposit insurance and the FICO payments was $240,000 for 2009 and $164,000 for 2008. The FDIC also established 1.25% of estimated insured deposits as the designated reserve ratio of the DIF. The FDIC is authorized to change the assessment rates as necessary, subject to the previously discussed limitations, to maintain the required reserve ratio of 1.25%.

We are participating in the FDIC’s Temporary Account Guarantee (“TAG”) program, which is a part of the FDIC’s Temporary Liquidity Guarantee Program (“TLG program”). The purpose of the TLG program is to strengthen confidence and encourage liquidity in the banking system. Under the TAG, funds in non-interest-bearing accounts, in interest-bearing transaction accounts with interest rates of 0.50% or less and in Interest on Lawyers Trust Accounts will have a temporary unlimited guarantee from the FDIC until June 30, 2012. The coverage of the TAG is in addition to and separate from coverage available under the FDIC’s general deposit insurance rules, which insure accounts up to $250,000.

Temporary Liquidity Guarantee Program. On October 14, 2008, the FDIC announced a new program—the Temporary Liquidity Guarantee Program. The Debt Guarantee component of this program guarantees newly issued senior unsecured debt of a participating organization, up to certain limits established for each institution, issued between October 14, 2008 and December 31, 2009, subsequently extended until April 30, 2010. The FDIC will pay the unpaid principal and interest on FDIC-guaranteed debt instruments upon the uncured failure of the participating entity to make timely payments of principal or interest in accordance with the terms of the instrument. The guarantee will remain in effect until December 31, 2012. In return for the FDIC’s guarantee, participating institutions will pay the FDIC a fee based on the amount and maturity of the debt. We opted not to participate in this part of the Temporary Liquidity Guarantee Program.

The other component of the Temporary Liquidity Guarantee Program, the Transaction Account Guarantee Program, provides full federal deposit insurance coverage for non-interest bearing transaction deposit accounts, regardless of dollar amount, until December 31, 2010. A fee ranging from an annualized

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15 to 25 basis points depending upon an institution’s risk profile, is assessed quarterly on balances in noninterest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000 insured depository institutions that have not opted out of this component of the Temporary Liquidity Guarantee Program. We opted to participate in this component of the Temporary Liquidity Guarantee Program.

Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

Federal Home Loan Bank System. Wolverine Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the Federal Home Loan Bank of Indianapolis, Wolverine Bank is required to acquire and hold shares of capital stock in the Federal Home Loan Bank. As of June 30, 2010, Wolverine Bank was in compliance with this requirement.

Other Regulations

Interest and other charges collected or contracted for by Wolverine Bank are subject to state usury laws and federal laws concerning interest rates. Wolverine Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:

• Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

• Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

• Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

• Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

• Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

• Truth in Savings Act; and

• rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of Wolverine Bank also are subject to the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

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• Check Clearing for the 21^st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

• The USA PATRIOT Act, which requires savings banks to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and

• The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Holding Company Regulation

General. Upon completion of the conversion, Wolverine Bancorp, Inc. will be a non-diversified savings and loan holding company within the meaning of the Home Owners’ Loan Act. As such, Wolverine Bancorp, Inc. will be registered with the Office of Thrift Supervision and will be subject to Office of Thrift Supervision regulations, examinations, supervision and reporting requirements. In addition, the Office of Thrift Supervision will have enforcement authority over Wolverine Bancorp, Inc. and its subsidiaries. Among other things, this authority permits the Office of Thrift Supervision to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution. However, under the Dodd-Frank Act, the functions of the Office of Thrift Supervision relating to savings and loan holding companies and their non-insured subsidiaries, as well as rulemaking and supervision authority over thrift holding companies, will be transferred to the Federal Reserve Board no later than one year from the effective date of the legislation, subject to extension of up to six months if requested by the Secretary of the Treasury. See “Risk Factors—Financial reform legislation recently enacted by Congress will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our costs of operations.”

Permissible Activities. Under present law, the business activities of Wolverine Bancorp, Inc. will be generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, or for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject to the prior approval of the Office of Thrift Supervision, and certain additional activities authorized by Office of Thrift Supervision regulations.

Federal law prohibits a savings and loan holding company, including Wolverine Bancorp, Inc., directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or holding company thereof, without prior written approval of the Office of Thrift Supervision. It also prohibits the acquisition or retention of, with certain exceptions, more than 5% of a

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nonsubsidiary company engaged in activities that are not closely related to banking or financial in nature, or acquiring or retaining control of an institution that is not federally insured. In evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision must consider the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.

The Office of Thrift Supervision is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:

(i) the approval of interstate supervisory acquisitions by savings and loan holding companies; and

(ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition.

The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Federal Securities Laws

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the shares of common stock to be issued pursuant to the stock offering. Upon completion of the stock offering, our common stock will be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. We will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration under the Securities Act of 1933 of shares of common stock to be issued in the stock offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not our affiliates may be resold without registration. Shares purchased by our affiliates will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If we meet the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of ours that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of our outstanding shares, or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, we may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer will be required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting.

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We may be subject to further reporting and audit requirements beginning with the year ending December 31, 2011 under the requirements of the Sarbanes-Oxley Act. We will prepare policies, procedures and systems designed to ensure compliance with these regulations.

TAXATION

Federal Taxation

General. Wolverine Bancorp, Inc. and Wolverine Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize material federal income tax matters and is not a comprehensive description of the tax rules applicable to Wolverine Bancorp, Inc. and Wolverine Bank.

Method of Accounting. For federal income tax purposes, Wolverine Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31st for filing its consolidated federal income tax returns. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995.

Minimum Tax. The Internal Revenue Code of 1986, as amended, imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, referred to as “alternative minimum taxable income.” The alternative minimum tax is payable to the extent alternative minimum taxable income is in excess of an exemption amount. Net operating losses can, in general, offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. At December 31, 2009, Wolverine Bank had no minimum tax credit carryforward.

Net Operating Loss Carryovers. Generally, a financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. However, as a result of recent legislation, subject to certain limitations, the carryback period for net operating losses incurred in 2008 or 2009 (but not both years) has been expanded to five years. At June 30, 2010, Wolverine Bank had a net operating loss which is expected to be carried back resulting in no net operating loss carryforward.

Corporate Dividends. We may exclude from our income 100% of dividends received from Wolverine Bank as a member of the same affiliated group of corporations.

Audit of Tax Returns. Wolverine Bank’s federal income tax returns have not been audited in the most recent five-year period.

State Taxation

Companies headquartered in Michigan, such as Wolverine Bancorp, Inc., are subject to a Michigan capital tax which is an assessment of 0.235% of a company’s consolidated net capital, based on a rolling five-year average. Other applicable state taxes include generally applicable sales, use and real property taxes.

As a Maryland business corporation, Wolverine Bancorp, Inc. will be required to file annual returns with the State of Maryland.

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MANAGEMENT OF WOLVERINE BANCORP, INC.

Shared Management Structure

The directors of Wolverine Bancorp, Inc. are the same persons who are the directors of Wolverine Bank. In addition, each executive officer of Wolverine Bancorp, Inc. is also an executive officer of Wolverine Bank. We expect that Wolverine Bancorp, Inc. and Wolverine Bank will continue to have common executive officers until there is a business reason to establish separate management structures.

Executive Officers of Wolverine Bancorp, Inc. and Wolverine Bank

The following table sets forth information regarding the executive officers of Wolverine Bancorp, Inc. and Wolverine Bank and their ages as of June 30, 2010.

Name	Age	Position
David H. Dunn	58	President and Chief Executive Officer
Rick A. Rosinski	47	Chief Operating Officer and Treasurer

The executive officers of Wolverine Bancorp, Inc. and Wolverine Bank are elected annually.

Directors of Wolverine Bancorp, Inc. and Wolverine Bank

Wolverine Bancorp, Inc. has eight directors. Directors serve three-year staggered terms. Directors of Wolverine Bank will be elected by Wolverine Bancorp, Inc. as its sole stockholder.

The following table states our directors’ names, their ages as of June 30, 2010, the years when they began serving as directors of Wolverine Bank and when their current term expires:

Name	Position(s) Held With Wolverine Bancorp, Inc.	Age	Director Since	Current Term Expires
Roberta N. Arnold	Director	55	2004	2012
Eric P. Blackhurst	Director	49	2009	2012
Herbert L. Camp	Director	70	1981	2011
Richard M. Reynolds	Chairman of the Board	60	1985	2011
David H. Dunn	President, Chief Executive Officer and Director	58	1987	2011
Ron R. Sexton	Director	64	1983	2012
J. Donald Sheets	Director	49	2007	2013
Joseph M. VanderKelen	Director	49	2004	2013

Director Qualifications

In considering and identifying individual candidates for Director, our Nominating Committee and our Board of Directors takes into account several factors which they believe are important to the operations of the Company as a community banking institution. With respect to specific candidates, the Board and Committee assess the specific qualities and experience that such individuals possess, including: (1) overall familiarity and experience with the market areas served by the Company and the community groups located in such communities; (2) knowledge of the local real estate markets and real estate professionals; (3) contacts with and knowledge of local businesses operating in the Company’s

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market area; (4) professional and educational experience, with particular emphasis on real estate, legal, accounting or financial services; (5) experience with the local governments and agencies and political activities; (6) any adverse regulatory or legal actions involving the individual or entity controlled by the individual; (7) the integrity, honesty and reputation of the individual; (8) experience or involvement with other local financial services companies and potential conflicts that may develop; (9) the past service with the Company or its subsidiaries and contributions to their operations; and (10) the independence of the individual. While the Board of Directors and the Committee do not maintain a written policy on diversity which specifies the qualities or factors the Board or Committee must consider when assessing Board members individually or in connection with assessing the overall composition of the Board, the Board and Committee take into account: (1) the effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new Board members; (2) the requisite expertise and sufficiently diverse backgrounds of the Board of Directors’ overall membership composition; and (3) the number of independent outside directors and other possible conflicts of interest of existing and potential members of the Board of Directors. Additionally, the charter of the Nominating Committee includes a statement that it and the Board of Directors believe that diversity is an important component of a Board of Directors, including such factors as background, skills, experience, expertise, gender, race and culture.

Board Independence

The Board of Directors has determined that each of our directors, with the exception of President and Chief Executive Officer David H. Dunn and Richard M. Reynolds, is “independent” as defined in the listing standards of the Nasdaq Stock Market. Mr. Dunn is not independent because he is one of our executive officers. Mr. Reynolds is not independent because Mr. Dunn was previously a member of the compensation committee of MidMichigan Health where Mr. Reynolds serves as President and Chief Executive Officer. Mr. Dunn has subsequently resigned from this committee. There were no transactions not required to be reported under “—Transactions With Certain Related Persons,” below that were considered in determining the independence of our directors.

The Business Background of Our Directors and Executive Officers

The business experience for the past five years of each of our directors and executive officers is set forth below. With respect to directors, the biographies also contain information regarding the person’s experience, qualifications, attributes or skills that caused the Nominating Committee and the Board of Directors to determine that the person should serve as a director. Each director is also a director of Wolverine Bank. Unless otherwise indicated, directors and executive officers have held their positions for the past five years.

Directors:

Roberta N. Arnold is President and Chief Executive Officer of the Charles J. Strosacker Foundation, a charitable foundation headquartered in Midland, Michigan, which grants to various entities in the mid-Michigan region. The foundation focuses on education, social services, art, culture and community projects that improve the quality of life for its communities. Ms. Arnold’s position with the Charles J. Strosacker Foundation, her knowledge of the region and her contacts with community leaders provides the Board with insight to the many growth efforts being made in the Company’s and Wolverine Bank’s market area.

Eric P. Blackhurst is Assistant General Counsel for The Dow Chemical Company, a multinational science and technology corporation headquartered in Midland, Michigan. Mr. Blackhurst has held his current position since 2009 and has held positions of increasing importance with Dow since 1990. Mr. Blackhurst’s extensive corporate, legal and international experience, including experience serving as legal counsel to executives at a major corporation, provides the Board with general business acumen and critical insights into legal matters involving the Company and Wolverine Bank.

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Herbert L. Camp is a physician and is employed with MidMichigan Physicians Group, a multi-specialty physician practice serving the Great Lakes Bay Region and surrounding communities in Michigan. Dr. Camp joined the Board of Wolverine Bank in 1981; and accordingly, his Board tenure provides the Board with valuable institutional knowledge of the development of Wolverine Bank over the past 29 years. Additionally, Dr. Camp’s extensive contacts in the community with both customers and businesses assist the Bank with business generation.

David H. Dunn is our President and Chief Executive Officer. He has been employed with Wolverine Bank since 1981 and has served as our President and Chief Executive Officer since 1987. Mr. Dunn’s significant local banking experience and continued participation in the financial industry trade associations provides the Board with a perspective on the day to day operations of Wolverine Bank and assists the Board in assessing the trends and developments in the financial institutions industry on a local and national basis. Additionally, Mr. Dunn is active in civic and charitable organizations in Michigan, and his extensive ties to the community provide the Company and Wolverine Bank with important business generation and product offerings.

Richard M. Reynolds has served since July 2008 as President and Chief Executive Officer of MidMichigan Health, a not-for-profit health system with more than 4,500 employees, physicians and volunteers, headquartered in Midland, Michigan. MidMichigan Health provides comprehensive health care, including hospitals, urgent care centers, home care, nursing homes, physicians, medical offices and other specialty health services throughout a 12-county region in central Michigan. Prior to his appointment as President and Chief Executive Officer of MidMichigan Health, from July 2004 until July 2008, Mr. Reynolds served as Executive Vice President of MidMichigan Health and President of MidMichigan Medical Center-Midland, and from 1980 until 2004, Mr. Reynolds served as Senior Vice President and Treasurer and Chief Financial Officer. Mr. Reynolds’ executive management experience provides the Board with general business acumen. Additionally, his extensive contacts with not-for-profit entities and his knowledge of our market communities and community leaders and politicians provides the Board with insight into dealing with such communities, and assists the Board in assessing local government actions which may affect the Company and Wolverine Bank.

Ron R. Sexton is retired. For 28 years prior to his retirement in 2005, Mr. Sexton held positions of increasing responsibility in financial management, rising to the level of Treasurer, with Dow Corning Corporation, a multinational corporation headquartered in Midland, Michigan which produces silicones, specialty chemicals, lubricants and healthcare products. Prior to joining Dow Corning, Mr. Sexton was employed as a certified public accountant. Mr. Sexton’s years of experience as an auditor, accountant, director of mergers and acquisitions and treasurer of a major corporation, including expertise in financial accounting, provides the Board and the Audit Committee of the Board with valuable financial and accounting experience.

J. Donald Sheets is Executive Vice President and Chief Financial Officer of Dow Corning Corporation, positions he has held since 2003. Mr. Sheets’ broad financial experience provides the Board with general business acumen. Additionally, his experience in financial reporting, including auditing and accounting, economic evaluation and corporate transactions, provides the Board and the Audit Committee of the Board insight into the accounting and reporting issues faced by the Company and by Wolverine Bank and assists the Board with strategic transactions involving the Company and Wolverine Bank.

Joseph VanderKelen is the President and Owner of Snow Machines, Inc., a global supplier of snow machines and snowmaking equipment, and construction and engineering services, located in

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Midland, Michigan. Mr. VanderKelen’s experience in managing the operations of a business enterprise provides the Board with general business acumen and insight in assessing strategic transactions involving the Company and Wolverine Bank.

Executive Officer Who Is Not a Director:

Rick A. Rosinski, CMA, CFM has been employed with Wolverine Bank since 1982, including as the Assistant Treasurer from 1985 to 1993, Treasurer from 1933 to 2005, and most recently since 2005, as the Chief Operating Officer and Treasurer. Mr. Rosinski has over 28 years of experience in the financial services industry, and his responsibilities include supervision and oversight of the following departments and functional areas: Accounting; Information Systems; Deposit and Loan Operations; Human Resources; Credit Analysis; Compliance; and Asset/Liability Management. Mr. Rosinski is a member of the Institute of Management Accountants and Financial Managers Society.

Meetings and Committees of the Board of Directors

We conduct business through meetings of our Board of Directors and its committees. During the year ended December 31, 2009, the Board of Directors of Wolverine Bancorp, Inc. did not meet and the Board of Directors of Wolverine Bank had 12 regular meetings, one annual meeting and no special meetings. The Board of Directors of Wolverine Bancorp, Inc. has established the following standing committees: the Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee. Each of these committees operates under a written charter, which governs their composition, responsibilities and operations.

The table below sets forth the directors of each of the listed standing committees, and the number of meetings held by the comparable committee of Wolverine Bank. The Board of Directors of Wolverine Bancorp, Inc. has designated directors Ron R. Sexton and J. Donald Sheets as “Audit Committee Financial Experts” for the Audit Committee, as that term is defined by the rules and regulations of the Securities and Exchange Commission. Pursuant to Nasdaq and SEC rules which require certain board committees of listed companies to be comprised entirely of independent directors, neither Mr. Dunn nor Mr. Reynolds will serve on any of these Committees until such time as he would be deemed an independent director.

	Nominating and Governance Committee	Compensation	Audit
	Herbert L. Camp*	Joseph M. VanderKelen*	Ron R. Sexton*
	Roberta N. Arnold	Roberta N. Arnold	Richard M. Reynolds
	Eric P. Blackhurst**	David H. Dunn	Eric P. Blackhurst**
	David H. Dunn	Richard M. Reynolds	J. Donald Sheets
	Richard M. Reynolds	J. Donald Sheets**
Number of Meetings in 2009:	1	2	3

* Denotes committee chair as of June 30, 2010.

** Board member to join the committee of Wolverine Bancorp, Inc.

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Executive Officer Compensation

Summary Compensation Table. The table below summarizes for the year ended December 31, 2009 the total compensation paid to or earned by our President and Chief Executive Officer, David H. Dunn, and our two other most highly compensated executive officers. Each individual listed in the table below is referred to as a named executive officer.

Summary Compensation Table For the Year Ended December 31, 2009
Name and principal position	Year	Salary ($)	Bonus ($)	Nonqualified deferred compensation earnings ($)(1)	All other compensation ($)(2)	Total ($)
David H. Dunn President and Chief Executive Officer	2009	184,725	56,000	221	36,595	277,541
Rick A. Rosinski Chief Operating Officer and Treasurer	2009	94,492	22,500	85	8,175	125,252
Jill Gushow(3) Chief Strategic Officer	2009	105,317	—	—	7,625	112,942

(1) The amounts in this column represent the above-market earnings (defined for these purposes as the difference between 3.50%, which is the annual amount of interest paid on the deferred account balances, and 3.16%, which is 120% of the IRS applicable federal long-term rate) paid under the Wolverine Bank 2006 Long Term Incentive Plan. No above-market earnings were paid under the Wolverine Bank 2002 Long Term Incentive Plan.

(2) The amounts in this column reflect what Wolverine Bank paid for, or reimbursed, the applicable named executive officer for the various benefits and perquisites received. A break-down of the various elements of compensation in this column is set forth in the table provided below.

(3) Ms. Gushow resigned as our Chief Strategic Officer effective December 17, 2009.

All Other Compensation
Name	Auto Expenses ($)	Board Fees ($)	Employer Contributions to 401(k) Plan ($)	Life  Insurance Premiums Paid ($)	Total All Other Compensation ($)
David H. Dunn	7,021	19,000	9,800	774	36,595
Rick A. Rosinski	—	3,250	4,680	245	8,175
Jill Gushow	—	3,250	4,213	162	7,625

Benefit Plans and Agreements

Employment Agreement. Wolverine Bank entered into an employment agreement with Mr. Dunn, effective June 1, 2009. Upon completion of the conversion, Wolverine Bank intends to enter into an amended employment agreement with Mr. Dunn and a new employment agreement with Mr. Rosinski (each referred to below as the “executives” or “executive”). The agreement with Mr. Dunn provides for a three-year term and the agreement with Mr. Rosinski provides for a two-year term, each subject to annual renewal. The base salaries under the employment agreements are $186,123 for Mr. Dunn and $97,726 for Mr. Rosinski. In addition to base salary, the agreements provides for, among other things, the executive’s right to participate in employee benefit plans and to receive fringe benefits applicable to senior executives. Upon termination of the executive’s employment for cause, as defined in the agreements, the executives would have no right to receive compensation or other benefits for any period after termination.

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The executives are entitled to severance payments and benefits in the event of their termination of employment under specified circumstances including their termination by Wolverine Bank for reasons other than for cause, disability or death, or in the event the executive resigns within 90 days following (i) a material diminution in base salary, (ii) a material diminution in the nature or scope of the executive’s authority resulting in a reduction of the responsibility, scope, or importance of the executive’s position, (iii) a material change to the geographic location of the executive’s office, or (iv) a material breach of the employment agreement by Wolverine Bank. In the event of the executive’s involuntary termination or resignation following the occurrence of one of the circumstances identified above, Mr. Dunn would be entitled to receive his base salary and the additional contributions that he would have earned under the Wolverine Bank 401(k) plan and ESOP for a period of up to 36 months (24 months for Mr. Rosinski), provided, however, that the executive’s payments will be reduced by the salary received from another employer if he becomes employed by a third party during such 36 month period (24 month period for Mr. Rosinski). In addition, the executive will continue to receive vesting credit under any outstanding stock option or equity grant during the term the executive is receiving cash severance payments. Mr. Dunn would be entitled to the continuation of his life, medical, and dental coverage for 36 months (24 months for Mr. Rosinski) following his termination date, provided however that such benefits will cease immediately upon the date on which Wolverine Bank is no longer obligated to provide the executive with his severance payments as described above. Section 409A of the Internal Revenue Code may require that a portion of the above severance payments cannot be made until six months after termination of employment if the executive is a “specified employee” as defined under Section 409A of the Internal Revenue Code.

In the event of a change in control, followed within 12 months by the executive’s termination for a reason other than for cause or if the executive terminates voluntarily under specified circumstances that constitute a good reason constructive termination (as defined in each of the agreements), Mr. Dunn will receive an amount equal to three times (two times for Mr. Rosinski) his base salary and the amount of contributions that would have been earned under the Wolverine Bank 401(k) plan and ESOP for three years (two years for Mr. Rosinski), payable in a lump sum. We will also continue to pay for each executive’s life, health, vision and dental coverage for up to three years (two years for Mr. Rosinski).

The executive’s right to receive the severance payments and benefits described above is conditioned upon: (i) the executive executing a separation and release agreement in the form approved by the board; and (ii) the executive’s compliance with certain restrictions on his ability to compete, or solicit business or employees of Wolverine Bank during the period in which the executive is receiving severance payments and benefits from Wolverine Bank.

Assuming the agreements were in effect and the executives had been terminated in connection with a change in control based on the compensation information included in “Management of Wolverine Bancorp, Inc. —Executive Officer Compensation,” Mr. Dunn and Mr. Rosinski would have received aggregate severance payments of approximately $558,365 and $195,453, respectively, based upon each executive’s current level of compensation.

Long Term Incentive Plans. Wolverine Bank maintains three Long Term Incentive Plans. Mr. Dunn is the only participant in the Wolverine Bank Long Term Incentive Plan, effective as of January 1, 2002, and Messrs. Dunn and Rosinski are the only participants in the Wolverine Bank Long Term Incentive Plans, effective as of January 1, 2006 (collectively, the “Long Term Incentive Plans”). Prior to June 30, 2010, the Long Term Incentive Plans generally provided that a bonus could be earned during a three-year performance measurement period, depending on the satisfaction of various performance metrics of Wolverine Bank, and that the amount of the bonus, if any, must be deferred for at least four

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years following the completion of the performance measurement period. Effective as of June 30, 2010, Wolverine Bank amended the Long Term Incentive Plans to provide that no further bonuses may be earned under the plans and that interest will continue to be credited annually using an interest rate equal to the one year U.S. Treasury Note rate plus the average yield cost analysis spread rate earned by Wolverine Bank, FSB.

In August 2010, the Board of Directors amended the Long Term Incentive Plans to permit the amounts credited on behalf of Messrs. Dunn and Rosinski to be invested in the common stock of Wolverine Bancorp, Inc. In August 2010, the Board of Directors also adopted a rabbi trust to hold shares of common stock of Wolverine Bancorp, Inc. that may be purchased with the amounts credited under the Long Term Incentive Plans. Shares of common stock of Wolverine Bancorp, Inc. purchased with amounts credited under the Long Term Incentive Plans will be distributed in the form of common stock of Wolverine Bancorp, Inc.

401(k) Plan. Wolverine Bank maintains the Wolverine Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). Employees who have completed three consecutive months of service will be eligible to participate in the 401(k) Plan. However, employees will not be eligible to receive employer contributions until they attain age 21 and have completed one year of service.

Under the 401(k) Plan a participant may elect to defer, on a pre-tax basis, up to 100% of his or her salary in any plan year, subject to limits imposed by the Internal Revenue Code. For 2010, the salary deferral contribution limit is $16,500, provided, however, that a participant over age 50 may contribute an additional $5,500 to the 401(k) Plan. In addition to salary deferral contributions, Wolverine Bank will make a matching contribution equal to 100% of the participant’s salary deferral contributions for the plan year that is not in excess of 3% of the participant’s annual salary, plus 50% of the participant’s salary deferral contributions in excess of 3% of his or her annual salary but not in excess of 5% of annual salary. In addition, Wolverine Bank may also provide a discretionary employer contribution, which is shared among all eligible participants. A participant is always 100% vested in his or her salary deferral contributions and employer matching contributions. Generally, unless the participant elects otherwise, the participant’s account balance will be distributed as a result of a participant’s termination of employment with Wolverine Bank.

Each participant has an individual account under the 401(k) Plan and may direct the investment of his or her account among a variety of investment options. In connection with the conversion, the 401(k) Plan was amended to add another investment alternative, the Wolverine Bancorp, Inc. Stock Fund. The stock fund permits a participant to invest his or her 401(k) Plan funds in Wolverine Bancorp, Inc. common stock.

Cash Profit Sharing. Historically, Wolverine Bank has paid a discretionary cash profit sharing award to many of its employees, including the named executive officers. Employees that are covered under Wolverine Bank’s incentive pay program are not eligible for this discretionary cash profit sharing award. The discretionary cash profit sharing award is not paid pursuant to a written plan. In 2009, Wolverine Bank elected to award $179,701 to all eligible employees. The amount of an employee’s cash profit sharing award depends on a number of factors, including his or her performance, full-time or part-time status and level of responsibility.

Defined Benefit Pension Plan. Wolverine Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multi-employer pension plan (the “Pension Plan”). Effective July 1, 2010, the annual benefit provided to employees under the Pension Plan was frozen and Wolverine Bank plans to withdraw from the Pension Plan in September 2010. Freezing the Pension Plan eliminated all future benefit accruals; however, the accrued benefit as of July 1, 2010 will remain. During the year

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ended December 31, 2009, Wolverine Bank recognized $279,000 as a pension expense and made $219,303 ($187,979 of which was transmitted in January 2010) as contributions to the Pension Plan. In connection with freezing and withdrawing from the Pension Plan, Wolverine Bank recognized a $2.9 million expense, which it accrued in the fiscal quarter ending June 30, 2010 in accordance with generally accepted accounting principles.

Employee Stock Ownership Plan. In connection with the conversion, Wolverine Bank adopted an employee stock ownership plan for eligible employees. Eligible employees who have attained age 21 and were employed by us as of January 1, 2011 will begin participation in the employee stock ownership plan on the later of the effective date of the employee stock ownership plan or upon the first entry date commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period.

The employee stock ownership plan trustee is expected to purchase, on behalf of the employee stock ownership plan, 8% of the total number of shares of Wolverine Bancorp, Inc. common stock issued in the offering. We anticipate that the employee stock ownership plan will fund its stock purchase with a loan from Wolverine Bancorp, Inc. equal to the aggregate purchase price of the common stock. The loan will be repaid principally through Wolverine Bank’s contribution to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 20-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be an adjustable rate equal to the prime rate, as published in The Wall Street Journal, on the closing date of the offering. Thereafter the interest rate will adjust annually and will be the prime rate on the first business day of the calendar year, retroactive to January 1 of such year. See “Pro Forma Data.”

The trustee will hold the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as we repay the loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. A participant will become vested in his or her account balance at a rate of 20% per year over a 6-year period, beginning in the second year. Participants who were employed by Wolverine Bank immediately prior to the offering will receive credit for vesting purposes for years of service prior to adoption of the employee stock ownership plan. Participants also will become fully vested automatically upon normal retirement, death or disability, a change in control, or termination of the employee stock ownership plan. Generally, participants will receive distributions from the employee stock ownership plan upon separation from service. The employee stock ownership plan reallocates any unvested shares forfeited upon termination of employment among the remaining participants.

The employee stock ownership plan permits participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts. The trustee votes unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.

Under applicable accounting requirements, Wolverine Bank will record a compensation expense for the employee stock ownership plan at the fair market value of the shares as they are committed to be released from the unallocated suspense account to participants’ accounts, which may be more or less than the original issue price. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants will result in a corresponding reduction in Wolverine Bancorp, Inc.’s earnings.

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Director Compensation

The following table sets forth for the year ended December 31, 2009 certain information as to the total remuneration we paid to our directors other than Mr. Dunn. Information with respect to director fees paid to Mr. Dunn is included above in “Executive Officer Compensation—Summary Compensation Table.”

Directors Compensation Table For the Year Ended December 31, 2009
Name	Fees earned or paid in cash ($)	Nonqualified deferred compensation earnings ($) (1)	All Other Compensation ($)	Total ($)
Roberta N. Arnold	15,500	—	—	15,500
Eric P. Blackhurst	16,000	—	—	16,000
Herbert L. Camp	15,000	—	—	15,000
Richard M. Reynolds(2)	30,500	—	—	30,500
William Schmidt(3)	9,000	—	—	9,000
Ron R. Sexton	20,500	—	—	20,500
J. Donald Sheets	20,500	—	—	20,500
Joseph M. VanderKelen	15,500	—	—	15,500

(1) No above-market earnings were paid to the directors under the Wolverine Bank Directors Deferral Plan.

(2) Mr. Reynolds was appointed as Chairman of the Board in March 2009.

(3) Mr. Schmidt retired as Chairman of the Board in March 2009.

Director Fees

Each individual who serves as a director of Wolverine Bank earns annual attendance and committee fees. For the year ended December 31, 2009, the chairman of the board and each director was paid a fee of $2,000 and $1,000, respectively, for each board meeting attended. Additionally, for each committee meeting attended, each director was paid a fee of $1,000 if the director served as chairperson of the committee or $500 if the director served as a member of the committee.

Each person who serves as a director of Wolverine Bancorp, Inc. also serves as a director of Wolverine Bank and earns director and committee fees only in his or her capacity as a board or committee member of Wolverine Bank. Upon completion of the conversion, we expect that directors of Wolverine Bank will continue to receive directors’ fees equivalent to the fees paid prior to the conversion and that Wolverine Bancorp, Inc. will not pay director or committee fees.

Director Plans

Directors Deferral Plan. Wolverine Bank adopted the Wolverine Bank Directors Deferral Plan, effective January 1, 2005. Each director who has not reached age 70 is eligible to participate in the plan. The plan allows for a participant to elect to defer all or a portion of his or her director fees to the plan for each plan year. All amounts contributed to the plan are credited to a bookkeeping account established on behalf of each participant. The participant’s account balance will be credited with earnings on the last day of each plan year based on an applicable rate of return determined by the human resources committee of the board, which has been a rate equal to the Five-Year U.S. Treasury Rate. Each participant will have the right to elect a specified date for the payment of his or her account balance, with the payment to be

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made or commence on January 1 of the calendar year immediately following the specified date. Additionally, each participant can elect for his or her account balance to be paid in a lump sum or in periodic installment payments payable annually over a period of five, ten, fifteen, or another elected period of time.

Benefits to be Considered Following Completion of the Stock Offering

Following the stock offering, we intend to adopt a new stock-based incentive plan that will provide for grants of stock options and restricted common stock awards. In accordance with applicable regulations, we anticipate that the plan will authorize a number of stock options and a number of shares of restricted stock, not to exceed 10% and 4%, respectively, of the shares issued in the offering. These limitations will not apply if the plan is implemented more than one year after the conversion.

The stock-based incentive plan will not be established sooner than six months after the stock offering and, if adopted within one year after the stock offering, would require the approval by stockholders owning a majority of the outstanding shares of common stock of Wolverine Bancorp, Inc. If the stock-based incentive plan is established after one year after the stock offering, it would require the approval of our stockholders by a majority of votes cast.

The following additional restrictions would apply to our stock-based incentive plan only if the plan is adopted within one year after the stock offering:

• non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plan;

• any non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plan;

• any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plan;

• the options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plan; and

• accelerated vesting is not permitted except for death, disability or upon a change in control of Wolverine Bank or Wolverine Bancorp, Inc.

Transactions with Certain Related Persons

The Sarbanes-Oxley Act of 2002 generally prohibits us from making loans to our executive officers and directors, but it contains a specific exemption from such prohibition for loans made by Wolverine Bank to our executive officers and directors in compliance with federal banking regulations. At June 30, 2010, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans to persons not related to Wolverine Bank, and did not involve more than the normal risk of collectability or present other unfavorable features

In addition, loans made to a director or executive officer must be approved in advance by a majority of the disinterested members of the Board of Directors. The aggregate amount of our loans to our executive officers and directors and their related entities was $2.0 million at June 30, 2010. As of June 30, 2010, these loans were performing according to their original terms and were made in compliance with federal banking regulations.

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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding intended common stock subscriptions by each of the directors and executive officers of Wolverine Bank and their associates, and by all directors and executive officers as a group. However, there can be no assurance that any individual director or executive officer, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. In the event the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. Directors and executive officers will purchase shares of common stock at the same $10.00 purchase price per share and on the same terms as other purchasers in the offering. This table excludes shares of common stock to be purchased by the employee stock ownership plan, as well as any stock awards or stock option grants that may be made no earlier than six months after the completion of the offering. The directors and officers have indicated their intention to subscribe in the offering for an aggregate of 105,600 shares of common stock (for a total subscription amount of $1,056,000), which is equal to 4.2% of the shares of common stock to be sold in the offering at the minimum of the offering range. The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale.

Name and Title	Number of Shares	Aggregate Purchase Price		Percent at Minimum of Offering Range
Roberta N. Arnold	5,000	$	50,000	*	%
Eric P. Blackhurst	3,500		35,000	*
Herbert L. Camp	100		1,000	*
David H. Dunn	30,000		300,000	1.2
Richard M. Reynolds	25,000		250,000	1.0
Rick A. Rosinski	5,000		50,000	*
Ron R. Sexton	7,000		70,000	*
J. Donald Sheets	5,000		50,000	*
Joseph M. VanderKelen	25,000		250,000	1.0
All directors and executive officers as a group (Nine persons)	105,600	$	1,056,000	4.2	%

* Less than 1%.

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THE CONVERSION; PLAN OF DISTRIBUTION

The Board of Directors of Wolverine Bank has approved the plan of conversion. The plan of conversion must also be approved by Wolverine Bank’s members. A special meeting of members has been called for this purpose. The Office of Thrift Supervision has conditionally approved the plan of conversion; however, such approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

General

The Board of Directors of Wolverine Bank approved the plan of conversion on July 12, 2010, as amended on August 30, 2010. Pursuant to the plan of conversion, Wolverine Bank will convert from the mutual form of organization to the fully stock form. In the conversion, we will organize a new Maryland stock holding company named Wolverine Bancorp, Inc. which will sell shares of common stock to the public in an initial public stock offering. When the conversion is completed, all of the capital stock of Wolverine Bank will be owned by Wolverine Bancorp, Inc., and all of the common stock of Wolverine Bancorp, Inc. will be owned by public stockholders.

We intend to retain between $9.8 million and $13.5 million of the net proceeds of the offering, or $15.6 million if the offering range is increased by 15%, and to contribute the balance of the net proceeds to Wolverine Bank. The conversion will be consummated only upon the issuance of at least 2,507,500 shares of our common stock offered pursuant to the plan of conversion.

The plan of conversion provides that we will offer shares of common stock for sale in the subscription offering to eligible account holders, our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, supplemental eligible account holders and other members. If all shares are not subscribed for in the subscription offering, we may, in our discretion, offer common stock for sale in a community offering to members of the general public, with a preference given to natural persons residing in the Michigan Counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola. In addition, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc., acting as our agent.

We have the right to accept or reject, in whole or in part, any orders to purchase shares of the common stock received in the community or syndicated community offering. The community offering or syndicated community offering, if any, may begin at the same time as, during, or after the subscription offering, and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by us with the approval of the Office of Thrift Supervision. See “—Community Offering.”

We determined the number of shares of common stock to be offered in the offering based upon an independent valuation of the estimated consolidated pro forma market value of Wolverine Bancorp, Inc. All shares of common stock to be sold in the offering will be sold at $10.00 per share. Investors will not be charged a commission to purchase shares of common stock. The independent valuation will be updated and the final number of the shares of common stock to be issued in the offering will be determined at the completion of the offering. See “—Determination of Share Price and Number of Shares to be Issued” for more information as to the determination of the estimated pro forma market value of the common stock.

The following is a brief summary of the conversion. We recommend reading the plan of conversion in its entirety for more information. A copy of the plan of conversion is available for

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inspection at each branch office of Wolverine Bank and at the Central Regional Office and the Washington, D.C. Office of the Office of Thrift Supervision. The plan of conversion is also filed as an exhibit to Wolverine Bank’s application to convert from mutual to stock form of which this prospectus is a part, copies of which may be obtained from the Office of Thrift Supervision. See “Where You Can Find Additional Information.”

Reasons for the Conversion

Our primary reasons for converting and raising additional capital through the offering are:

• to increase our capital to support future growth;

• to have greater flexibility to structure and finance the expansion of our operations, including potential cash or stock acquisitions of other financial institutions, including FDIC-assisted transactions, although we have no current arrangements or agreements with respect to any such acquisitions;

• to provide better capital management tools, including the ability to pay dividends and to repurchase shares of our common stock, subject to market conditions; and

• to retain and attract qualified personnel by establishing stock-based benefit plans for management and employees.

In the stock holding company structure, we will have greater flexibility in structuring mergers and acquisitions. Our current mutual structure prevents us from offering shares of our common stock as consideration for a merger or acquisition. Potential sellers often want stock for at least part of the acquisition consideration. Our new stock holding company structure will enable us to offer stock or cash consideration, or a combination thereof, and will therefore enhance our ability to compete with other bidders when acquisition opportunities arise.

We have no current arrangements or agreements to acquire other banks, thrifts, financial service companies or branch offices.

We believe that the additional capital raised in the offering may enable us to take advantage of business opportunities that may not otherwise be available to us. We are not subject to a directive or a recommendation from the Office of Thrift Supervision to raise capital.

Approvals Required

The affirmative vote of a majority of the total eligible votes of members of Wolverine Bank at the special meeting of members is required to approve the plan of conversion. The plan of conversion also must be approved by the Office of Thrift Supervision, which has given its conditional approval to the plan of conversion.

A special meeting of members to consider and vote upon the plan of conversion has been set for                     , 2010.

Effects of Conversion on Depositors, Borrowers and Members

Continuity. While the conversion is being accomplished, our normal business of accepting deposits and making loans will continue without interruption. We will continue to be a federally chartered savings bank and will continue to be regulated by the Office of Thrift Supervision. After the conversion,

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we will continue to offer existing services to depositors, borrowers and other customers. The directors serving Wolverine Bank at the time of the conversion will be the directors of Wolverine Bank and of Wolverine Bancorp, Inc. after the conversion.

Effect on Deposit Accounts. Pursuant to the plan of conversion, each depositor of Wolverine Bank at the time of the conversion will automatically continue as a depositor after the conversion, and the deposit balance, interest rate and other terms of such deposit accounts will not change as a result of the conversion. Each such account will be insured by the Federal Deposit Insurance Corporation to the same extent as before the conversion. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.

Effect on Loans. No loan outstanding from Wolverine Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as it was contractually fixed prior to the conversion.

Effect on Voting Rights of Members. At present, all of our depositors, and certain of our borrowers, are members of, and have voting rights in, Wolverine Bank as to all matters requiring membership action. Upon completion of the conversion, depositors and borrower members will cease to be members of Wolverine Bank and will no longer have voting rights. Upon completion of the conversion, all voting rights in Wolverine Bank will be vested in Wolverine Bancorp, Inc. as the sole stockholder of Wolverine Bank. The stockholders of Wolverine Bancorp, Inc. will possess exclusive voting rights with respect to Wolverine Bancorp, Inc. common stock.

Tax Effects. We will receive an opinion of counsel or tax advisor with regard to federal and state income tax consequences of the conversion to the effect that the conversion will not be taxable for federal or state income tax purposes to Wolverine Bank or its members. See “—Material Income Tax Consequences.”

Effect on Liquidation Rights. Each depositor in Wolverine Bank has both a deposit account in Wolverine Bank and a pro rata ownership interest in the net worth of Wolverine Bank based upon the deposit balance in his or her account. This ownership interest is tied to the depositor’s account and has no tangible market value separate from the deposit account. This interest may only be realized in the event of a complete liquidation of Wolverine Bank. Any depositor who opens a deposit account obtains a pro rata ownership interest in Wolverine Bank without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives a portion or all, respectively, of the balance in the deposit account but nothing for his or her ownership interest in the net worth of Wolverine Bank, which is lost to the extent that the balance in the account is reduced or closed.

Consequently, depositors in a mutual savings bank normally have no way of realizing the value of their ownership interest, which has realizable value only in the unlikely event that the savings bank is completely liquidated. If this occurs, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of Wolverine Bank after other claims, including claims of depositors to the amounts of their deposits, are paid.

In the unlikely event that Wolverine Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, also would be paid first, followed by distribution of a “liquidation account” to depositors as of June 30, 2009 and [supplemental date] who continue to maintain their deposit accounts as of the date of liquidation, with any assets remaining thereafter distributed to Wolverine Bancorp, Inc. as the holder of Wolverine Bank’s capital stock. Pursuant to the rules and regulations of the Office of Thrift Supervision, a post-conversion merger, consolidation, sale of bulk assets or similar combination or transaction with another insured savings institution would not be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution. See “—Liquidation Rights.”

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Determination of Share Price and Number of Shares to be Issued

The plan of conversion and federal regulations require that the aggregate purchase price of the common stock sold in the offering be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained RP Financial, LC. to prepare an independent valuation appraisal. For its services in preparing the initial valuation, RP Financial, LC. will receive a fee of $45,000, and will be reimbursed for its expenses. In the event RP Financial, LC. Is required to update the appraisal more than one time, it will receive an additional fee of $5,000 for each such update to the valuation appraisal. We have agreed to indemnify RP Financial, LC. and its employees and affiliates against specified losses, including any losses in connection with claims under the federal securities laws, arising out of its services as independent appraiser, except where such liability results from its negligence or bad faith.

The independent valuation appraisal considered the pro forma impact of the offering. Consistent with the Office of Thrift Supervision appraisal guidelines, the appraisal applied three primary methodologies: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach applied to reported and core earnings; and the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based upon the current market valuations of the peer group companies identified by RP Financial, LC., subject to valuation adjustments applied by RP Financial, LC. to account for differences between us and our peer group.

The independent valuation was prepared by RP Financial, LC. in reliance upon the information contained in this prospectus, including our financial statements. RP Financial, LC. also considered the following factors, among others:

• our present and projected operating results and financial condition;

• the economic and demographic conditions in our existing market area;

• certain historical, financial and other information relating to us;

• a comparative evaluation of our operating and financial characteristics with those of other similarly situated publicly traded savings institutions;

• the impact of the conversion and the offering on our equity and earnings potential;

• our potential to pay cash dividends; and

• the trading market for securities of comparable institutions and general conditions in the market for such securities.

Included in the independent valuation were certain assumptions as to our pro forma earnings after the conversion that were utilized in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds and purchases in the open market of 4% of the common stock issued in the offering by the stock-based benefit plan at the $10.00 purchase price. See “Pro Forma Data” for additional information concerning these assumptions. The use of different assumptions may yield different results.

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The independent valuation states that as of August 13, 2010, the estimated pro forma market value of Wolverine Bancorp, Inc. ranged from $25.1 million to $33.9 million, with a midpoint of $29.5 million. Our Board of Directors decided to offer the shares of common stock for a price of $10.00 per share primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The number of shares offered will be equal to the aggregate offering price of the shares divided by the price per share. Based on the valuation range and the $10.00 price per share, the minimum of the offering range will be 2,507,500 shares, the midpoint of the offering range will be 2,950,000 shares and the maximum of the offering range will be 3,392,500 shares, or 3,901,375 shares if the maximum amount is adjusted because of demand for shares or changes in market conditions.

The following table presents a summary of selected pricing ratios for Wolverine Bancorp, Inc. and the peer group companies identified by RP Financial, LC. Ratios are based on earnings for the twelve months ended June 30, 2010 and book value as of June 30, 2010, except as noted in the table above where company information is as of March 31, 2010, the most recent information available as of the time of the appraisal. Tangible book value is total equity, less intangible assets. Compared to the median pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 16.4% on a price-to-book value basis and a discount of 24.3% on a price-to-tangible book value basis. The pricing ratios result from our generally having higher levels of equity but lower core earnings than the companies in the peer group on a pro forma basis. The pricing ratios also reflect recent volatile market conditions, particularly for stock of financial institution holding companies, and the effect of such conditions on the trading market for recent mutual-to-stock conversions. In reviewing and approving the valuation, our Board of Directors considered the range of price-to-book value ratios and price-to-tangible book value ratios at the different ranges of shares to be sold in the offering. The appraisal did not consider one valuation approach to be more important than the others.

	Price-to-earnings multiple		Price-to-book value ratio		Price-to-tangible book value ratio
Wolverine Bancorp, Inc. (pro forma)(1)
Maximum, as adjusted	(14.66	)x	52.41	%	52.41	%
Maximum	(12.80	)x	48.45	%	48.45	%
Midpoint	(11.18	)x	44.56	%	44.56	%
Minimum	(9.53	)x	40.23	%	40.23	%
Valuation of peer group companies using stock prices as of August 13, 2010
Averages	16.31	x	59.78	%	64.04	%
Medians	16.54	x	57.96	%	65.25	%

(1) Based on earnings for the twelve months ended June 30, 2010 and book value as of June 30, 2010.

Our Board of Directors reviewed the independent valuation and, in particular, considered the following:

• our financial condition and results of operations;

• comparison of our financial performance ratios to those of other financial institutions of similar size; and

• market conditions generally and, in particular, for financial institutions.

All of these factors are set forth in the independent valuation. Our Board of Directors also reviewed the methodology and the assumptions used by RP Financial, LC. in preparing the independent valuation and believes that such assumptions were reasonable. The offering range may be amended with the approval of the Office of Thrift Supervision, if required, as a result of subsequent developments in our financial condition or market conditions generally. In the event the independent valuation is updated to

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amend our pro forma market value to less than $25.1 million or more than $39.0 million, the appraisal will be filed with the Securities and Exchange Commission by a post-effective amendment to our registration statement.

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. RP Financial, LC. did not independently verify our financial statements and other information that we provided to them, nor did RP Financial, LC. independently value our assets or liabilities. The independent valuation considers Wolverine Bank as a going concern and should not be considered as an indication of the liquidation value of Wolverine Bank. Moreover, because the valuation is necessarily based upon estimates and projections of a number of matters, all of which may change from time to time, no assurance can be given that persons purchasing our common stock in the offering will thereafter be able to sell their shares at prices at or above the $10.00 offering price per share.

Following commencement of the subscription offering, the maximum of the valuation range may be increased by up to 15%, or up to $39.0 million, without resoliciting subscribers, which would result in a corresponding increase of up to 15% in the maximum of the offering range to up to 3,901,375 shares, to reflect changes in the market and financial conditions or demand for the shares. We will not decrease the minimum of the valuation range and the minimum of the offering range without a resolicitation of subscribers. The subscription price of $10.00 per share will remain fixed. See “—Limitations on Common Stock Purchases” as to the method of distribution and allocation of additional shares that may be issued in the event of an increase in the offering range to fill unfilled orders in the offering.

If the update to the independent valuation at the conclusion of the offering results in an increase in the maximum of the valuation range to more than $39.0 million and a corresponding increase in the offering range to more than 3,901,375 shares, or a decrease in the minimum of the valuation range to less than $25.1 million and a corresponding decrease in the offering range to fewer than 2,507,500 shares, then we may promptly return with interest at our current statement savings rate of interest all funds previously delivered to us to purchase shares of common stock and cancel deposit account withdrawal authorizations, and, after consulting with the Office of Thrift Supervision, we may terminate the plan of conversion. Alternatively, we may hold a new offering, establish a new offering range, extend the offering period and commence a resolicitation of subscribers or take other actions as permitted by the Office of Thrift Supervision in order to complete the conversion and the offering. In the event that a resolicitation is commenced, we will notify subscribers of the extension of time and of the rights of subscribers to place a new stock order for a specified period of time. If a person does not respond, we will cancel his or her stock order and return his or her subscription funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. Any resolicitation following the conclusion of the subscription and community offerings would not exceed 45 days unless further extended by the Office of Thrift Supervision for periods of up to 90 days.

An increase in the number of shares to be issued in the offering would decrease both a subscriber’s ownership interest and our pro forma earnings and stockholders’ equity on a per share basis while increasing pro forma earnings and stockholders’ equity on an aggregate basis. A decrease in the number of shares to be issued in the offering would increase both a subscriber’s ownership interest and our pro forma earnings and stockholders’ equity on a per share basis, while decreasing pro forma earnings and stockholders’ equity on an aggregate basis. For a presentation of the effects of these changes, see “Pro Forma Data.”

Copies of the independent valuation appraisal report of RP Financial, LC. and the detailed memorandum setting forth the method and assumptions used in the appraisal report are available for inspection at our main office and as specified under “Where You Can Find Additional Information.”

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Subscription Offering and Subscription Rights

In accordance with the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority. The filling of all subscriptions that we receive will depend on the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and to the maximum, minimum and overall purchase limitations set forth in the plan of conversion and as described below under “—Limitations on Common Stock Purchases.”

Priority 1: Eligible Account Holders. Each depositor with aggregate deposit account balances of $50.00 or more (a “Qualifying Deposit”) on June 30, 2009 (an “Eligible Account Holder”) will receive, without payment therefor, nontransferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of 35,000 shares of our common stock, 0.10% of the total number of shares of common stock issued in the offering, or 15 times the number of subscription shares offered multiplied by a fraction of which the numerator is the aggregate Qualifying Deposit account balances of the Eligible Account Holder and the denominator is the aggregate Qualifying Deposit account balances of all Eligible Account Holders, subject to the overall purchase limitations. See “—Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will first be allocated so as to permit each Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of shares of our common stock, each Eligible Account Holder must list on his or her stock order and certification form all deposit accounts in which he or she has an ownership interest on June 30, 2009. In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. In the event of an oversubscription, the subscription rights of Eligible Account Holders who are also our directors or executive officers or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to increased deposits during the year preceding June 30, 2009.

Priority 2: Tax-Qualified Plans. Our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering. Our employee stock ownership plan intends to purchase up to 8% of the shares of common stock in the offering with the remaining shares in this purchase priority allocated to our 401(k) plan.

Priority 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders and our tax-qualified employee benefit plans, each depositor with a Qualifying Deposit on [supplemental date] who is not an Eligible Account Holder (“Supplemental Eligible Account Holder”) will receive, without payment therefor, nontransferable subscription rights to purchase up to the greater of 35,000 shares of common stock, 0.10% of the total number of shares of common stock issued in the offering, or 15 times the number of subscription shares offered multiplied by a fraction of which the numerator is the aggregate Qualifying Deposit account balances of the Supplemental Eligible Account Holder and the denominator is the aggregate Qualifying Deposit account balances of all Supplemental Eligible Account Holders, subject to the overall purchase limitations. See “—Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each

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Supplemental Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Supplemental Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of common stock, each Supplemental Eligible Account Holder must list on the stock order and certification form all deposit accounts in which he or she has an ownership interest at [supplemental date]. In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

Priority 4: Other Members. To the extent that there are shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders, our tax-qualified employee benefit plans and Supplemental Eligible Account Holders, each depositor and each borrower member on the voting record date of [other member date] who is not an Eligible Account Holder or Supplemental Eligible Account Holder (“Other Members”) will receive, without payment therefor, nontransferable subscription rights to purchase up to the greater of 35,000 shares of common stock or 0.10% of the total number of shares of common stock issued in the offering, subject to the overall purchase limitations. See “—Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, available shares will be allocated so as to permit each Other Member to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Other Member whose subscription remains unfilled in the proportion that the amount of his or her subscription bears to the total amount of subscriptions of all Other Members whose subscriptions remain unfilled.

Expiration Date. The Subscription Offering will expire at 12:00 noon, Eastern time, on [expiration date], unless extended by us for up to 45 days or such additional periods with the approval of the Office of Thrift Supervision, if necessary. Subscription rights will expire whether or not each eligible depositor can be located. We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint or maximum of the offering range. Subscription rights that have not been exercised prior to the expiration date will become void.

We will not execute orders until we have received orders to purchase at least the minimum number of shares of common stock. If we have not received orders to purchase at least 2,507,500 shares within 45 days after the expiration date and the Office of Thrift Supervision has not consented to an extension, all funds delivered to us to purchase shares of common stock in the offering will be returned promptly to the subscribers with interest at our current statement savings rate and all deposit account withdrawal authorizations will be canceled. If an extension beyond [extension date] is granted by the Office of Thrift Supervision, we will resolicit subscribers, giving them an opportunity to change or cancel their orders. We will notify subscribers of the extension of time and of the rights of subscribers to place a new stock order for a specified period of time. If a subscriber does not respond, we will cancel his or her stock order and return his or her subscription funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. Extensions may not go beyond [final date], which is two years after the special meeting of our members to vote on the conversion.

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Community Offering

To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions of the Eligible Account Holders, our tax-qualified employee benefit plans, Supplemental Eligible Account Holders and Other Members, we may offer shares pursuant to the plan of conversion to members of the general public in a community offering. Shares may be offered with a preference to natural persons residing in the Michigan Counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola (collectively, the “Community”).

Purchasers in the community offering may purchase up to 35,000 shares of common stock, subject to the overall purchase limitations. See “—Limitations on Common Stock Purchases.” The opportunity to purchase shares of common stock in the community offering category is subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date of the offering.

If we do not have sufficient shares of common stock available to fill the orders of natural persons residing in the Community, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among natural persons residing in the Community, whose orders remain unsatisfied on an equal number of shares basis per order. If, after the allocation of shares to natural persons residing in the Community, we do not have sufficient shares of common stock available to fill the orders of other members of the general public, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares ordered by such person. Thereafter, unallocated shares will be allocated among members of the general public whose orders remain unsatisfied up to a maximum of 2% of the shares sold in the offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order.

The term “residing” or “resident” as used in this prospectus means any person who occupies a dwelling within the Community, has a present intent to remain within the Community for a period of time and manifests the genuineness of that intent by establishing an ongoing physical presence within the Community, together with an indication that this presence within the Community is something other than merely transitory in nature. We may utilize deposit or loan records or other evidence provided to us to decide whether a person is a resident. In all cases, however, the determination shall be in our sole discretion.

Expiration Date. The community offering may begin at the same time as, during or after the subscription offering. It is currently expected to terminate at the same time as the subscription offering, although it must terminate no more than 45 days following the subscription offering. We may decide to extend the community offering for any reason and are not required to give purchasers notice of any such extension unless such period extends beyond [extension date]. If an extension beyond [extension date] is granted by the Office of Thrift Supervision, we will resolicit persons whose orders we accept in the community offering, giving them an opportunity to change or cancel their orders. If a person does not respond, we will cancel his or her stock order and return purchase funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. These extensions may not go beyond [final date], which is two years after the special meeting of our members to vote on the conversion.

Syndicated Community Offering

The plan of conversion provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a

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syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc., acting as our agent. In such capacity, Keefe, Bruyette & Woods, Inc. may form a syndicate of other broker-dealers. Neither Keefe, Bruyette & Woods, Inc. nor any registered broker-dealer will have any obligation to take or purchase any shares of common stock in the syndicated community offering; however, Keefe, Bruyette & Woods, Inc. has agreed to use its best efforts in the sale of shares in any syndicated community offering. The syndicated community offering would terminate no later than [extension date], unless extended by us, with approval of the Office of Thrift Supervision. See “—Community Offering” above for a discussion of rights of persons who place orders in the syndicated community offering in the event an extension is granted.

The opportunity to order shares of common stock in the syndicated community offering is subject to our right to reject orders, in whole or in part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order. Purchasers in the syndicated community offering are eligible to purchase up to 35,000 shares of common stock, subject to the overall purchase limitations. See “—Limitations on Common Stock Purchases.” Unless the Office of Thrift Supervision permits otherwise, accepted orders for Wolverine Bancorp, Inc. common stock in the syndicated community offering will first be filled up to a maximum of two percent (2%) of the shares sold in the offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all shares have been allocated. We may begin the syndicated community offering at any time following the commencement of the subscription offering.

If we are unable to find purchasers from the general public for all unsubscribed shares, we will make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision. If other purchase arrangements cannot be made, we may do any of the following: terminate the offering and promptly return all funds; set a new offering range, notify all subscribers and give them the opportunity to confirm, cancel or change their orders; or take such other actions as may be permitted by the Office of Thrift Supervision.

Limitations on Common Stock Purchases

The plan of conversion includes the following limitations on the number of shares of common stock that may be purchased in the offering:

• No person or entity together with any associate or group of persons acting in concert may purchase more than 50,000 shares of common stock in the offering, except that our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, may purchase in the aggregate up to 10% of the shares of common stock issued in the offering (including shares issued in the event of an increase in the offering range of up to 15%);

• The maximum number of shares of common stock that may be purchased in all categories of the offering by our executive officers and directors and their associates, in the aggregate, may not exceed 29% of the shares issued in the offering; and

• The minimum purchase by each person purchasing shares in the offering is 25 shares, to the extent those shares are available.

Depending upon market or financial conditions, with the receipt of any required approvals of the OTS, the maximum number of shares of common stock that may be subscribed for or purchased in the offering by any person or entity together with any associate or group of persons acting in concert, may be increased to an amount not to exceed 5.0% of the outstanding shares of our common stock at the

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completion of the offering (excluding our employee stock ownership plan and 401(k) plan). In the event that the maximum purchase limitation is increased to 5.0% of the shares issued in the offering, this limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5.0% of the shares of common stock issued in the offering do not exceed in the aggregate 10.0% of the total shares of the common stock issued in the offering.

Depending upon market or financial conditions, our Board of Directors, with the approval of the Office of Thrift Supervision and without further approval of our members, may decrease or increase the purchase limitations. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be, and, in our sole discretion, some other large subscribers may be given the opportunity to increase their subscriptions up to the then-applicable limit. The effect of this type of resolicitation would be an increase in the number of shares of common stock owned by subscribers who choose to increase their subscriptions.

In the event of an increase in the offering range of up to 15% of the total number of shares of common stock offered in the offering, shares will be allocated in the following order of priority in accordance with the plan of conversion:

(1) to fill our tax-qualified employee benefit plans’ subscriptions for up to 10% of the total number of shares of common stock issued in the offering;

(2) in the event that there is an oversubscription at the Eligible Account Holder, Supplemental Eligible Account Holder or Other Member levels, to fill unfulfilled subscriptions of these subscribers according to their respective priorities; and

(3) to fill unfulfilled subscriptions in the community offering, with preference given first to natural persons residing in the Michigan counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola.

The term “associate” of a person means:

(1) any corporation or organization, other than Wolverine Bank, Wolverine Bancorp, Inc. or a majority-owned subsidiary of these entities, of which the person is a senior officer, partner or 10% beneficial stockholder;

(2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity, excluding any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a fiduciary capacity; and

(3) any blood or marriage relative of the person, who either lives in the same home as the person or who is a director or officer of Wolverine Bank or Wolverine Bancorp, Inc.

The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

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A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

Our directors are not treated as associates of each other solely because of their membership on the Board of Directors. We have the right to determine whether prospective purchasers are associates or acting in concert. Shares of common stock purchased in the offering will be freely transferable except for shares purchased by our executive officers and directors and except as described below. Any purchases made by any associate of Wolverine Bank or Wolverine Bancorp, Inc. for the explicit purpose of meeting the minimum number of shares of common stock required to be sold in order to complete the offering shall be made for investment purposes only and not with a view toward redistribution. In addition, under the guidelines of the Financial Industry Regulatory Authority, members of the Financial Industry Regulatory Authority and their associates are subject to certain restrictions on transfer of securities purchased in accordance with subscription rights and to certain reporting requirements upon purchase of these securities. For a further discussion of limitations on purchases of shares of our common stock at the time of conversion and thereafter, see “—Restrictions on Purchase or Transfer of Our Shares After Conversion” and “Restrictions on Acquisition of Wolverine Bancorp, Inc.”

Marketing and Distribution; Compensation

Offering materials have been initially distributed to certain persons by mail, with additional copies made available through our Stock Information Center.

We have engaged Keefe, Bruyette & Woods, Inc., a broker-dealer registered with the Financial Industry Regulatory Authority, as a financial advisor in connection with the offering of our common stock. In its role as financial advisor, Keefe, Bruyette & Woods, Inc., will:

• provide advice on the financial and securities market implications of the plan of conversion and related corporate documents, including our business plan;

• assist in structuring our stock offering, including developing and assisting in implementing a market strategy for the stock offering;

• review all offering documents, including this prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

• assist us in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

• assist us in analyzing proposals from outside vendors retained in connection with the stock offering, including printers, transfer agents and appraisal firms;

• assist us in the drafting and distribution of press releases as required or appropriate in connection with the stock offering;

• meet with the Board of Directors and management to discuss any of these services; and

• provide such other financial advisory and investment banking services in connection with the stock offering as may be agreed upon by Keefe, Bruyette & Woods, Inc. and us.

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For these services, Keefe, Bruyette & Woods, Inc. will receive a management fee of $50,000, payable in four consecutive monthly installments commencing July 2010, and a success fee of 1.25% of the aggregate dollar amount of the common stock sold in the subscription offering and community offering, each if the conversion is consummated, excluding shares purchased by our directors, officers and employees and members of their immediate families, our employee stock ownership plan and our tax-qualified or stock-based compensation or similar plans (except individual retirement accounts). The management fee will be credited against the fee payable upon the consummation of the conversion.

The plan of conversion provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc. In such capacity, Keefe, Bruyette & Woods, Inc. may form a syndicate of other broker-dealers. Neither Keefe, Bruyette & Woods, Inc. nor any registered broker-dealer will have any obligation to take or purchase any shares of common stock in the syndicated community offering; however, Keefe, Bruyette & Woods, Inc. has agreed to use its best efforts in the sale of shares in any syndicated community offering. If there is a syndicated community offering, Keefe, Bruyette & Woods, Inc. will receive a management fee not to exceed 6.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering. This fee will include the success fees earned by Keefe, Bruyette & Woods, Inc. in connection with the subscription and community offerings set forth above. Of this amount, Keefe, Bruyette & Woods, Inc. will pass on to selected broker-dealers, who assist in the syndicated community offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.

We also will reimburse Keefe, Bruyette & Woods, Inc. for its reasonable out-of-pocket expenses associated with its marketing effort up to a maximum of $25,000. In addition, we will reimburse Keefe, Bruyette & Woods, Inc. for fees and expenses of its counsel not to exceed $70,000. If the plan of conversion is terminated or if Keefe, Bruyette & Woods, Inc.’s engagement is terminated in accordance with the provisions of the agreement, Keefe, Bruyette & Woods, Inc. will only receive reimbursement of its reasonable out-of-pocket expenses and the portion of the management fee payable and will return any amounts paid or advanced by us in excess of these amounts. We will indemnify Keefe, Bruyette & Woods, Inc. against liabilities and expenses (including legal fees) related to or arising out of Keefe, Bruyette & Woods, Inc.’s engagement as our financial advisor and performance of services as our financial advisor.

We have also engaged Keefe, Bruyette & Woods, Inc. to act as our conversion agent in connection with the stock offering. In its role as conversion agent, Keefe, Bruyette & Woods, Inc. will, among other things:

• consolidate accounts and develop a central file;

• prepare proxy forms and proxy materials;

• tabulate proxies and ballots;

• act as inspector of election at the special meeting of members;

• assist us in establishing and managing the Stock Information Center;

• assist our financial printer with labeling of stock offering materials;

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• process stock order forms and certification forms and produce daily reports and analysis;

• assist our transfer agent with the generation and mailing of stock certificates;

• advise us on interest and refund calculations; and

• create tax forms for interest reporting.

For these services, Keefe, Bruyette & Woods, Inc. will receive a fee of $25,000, and we have made an advance payment of $10,000 to Keefe, Bruyette & Woods, Inc. with respect to this fee. We also will reimburse Keefe, Bruyette & Woods, Inc. for its reasonable out-of-pocket expenses associated with its acting as conversion agent up to a maximum of $2,500. If the plan of conversion is terminated or if Keefe, Bruyette & Woods, Inc.’s engagement is terminated in accordance with the provisions of the agreement, Keefe, Bruyette & Woods, Inc. will be entitled to the advance payment and also receive reimbursement of its reasonable out-of-pocket expenses. We will indemnify Keefe, Bruyette & Woods, Inc. against liabilities and expenses (including legal fees) related to or arising out of Keefe, Bruyette & Woods, Inc.’s engagement as our conversion agent and performance of services as our conversion agent.

Our directors and executive officers may participate in the solicitation of offers to purchase common stock. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other trained employees of Wolverine Bank or its affiliates may assist in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. No offers or sales may be made by tellers or at the teller counters. All sales activity will be conducted in a segregated or separately identifiable area of our main office facility apart from the area accessible to the general public. Other questions of prospective purchasers will be directed to executive officers or registered representatives of Keefe, Bruyette & Woods, Inc. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers, directors or employees will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the shares of common stock.

The offering will comply with the requirements of Rule 10b-9 under the Securities Exchange Act of 1934.

Procedure for Purchasing Shares

Expiration Date. The offering will expire at 12:00 noon, Eastern time, on [expiration date], unless we extend it for up to 45 days. This extension may be approved by us, in our sole discretion, without further approval or additional notice to purchasers in the offering. Any extension of the subscription and/or community offering beyond [extension date] would require the Office of Thrift Supervision’s approval. If an extension beyond [extension date] is granted by the Office of Thrift Supervision, we will resolicit subscribers/persons who place orders, giving them an opportunity to change or cancel their orders. We will notify these persons of the extension of time and of the rights to place a new stock order for a specified period of time. If a person does not respond, we will cancel his or her stock order and return his or her subscription funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. If we have not received orders to purchase the minimum number of shares offered in the offering by the expiration date or any extension thereof, we may terminate the offering and promptly refund all funds received for shares

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of common stock. If the number of shares offered is reduced below the minimum of the offering range, or increased above the adjusted maximum of the offering range, subscribers may be resolicited with the approval of the Office of Thrift Supervision.

To ensure that each purchaser receives a prospectus at least 48 hours before [expiration date], the expiration date of the offering, 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 the expiration date or hand delivered any later than two days prior to the expiration date. Execution of an order form will confirm receipt of delivery in accordance with Rule 15c2-8. Order forms will be distributed only with a prospectus. Subscription funds will be maintained in a segregated account at Wolverine Bank and will earn interest at our current statement savings rate from the date of receipt.

We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal orders and promptly return all funds delivered to us, with interest at our current statement savings rate from the date of receipt.

We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of conversion.

Use of Order Forms. In order to purchase shares of common stock in the subscription offering and community offering, you must complete an order form and remit full payment. We will not be required to accept incomplete order forms, unsigned order forms, orders submitted on photocopied or facsimiled order forms. We must receive all order forms prior to 12:00 noon, Eastern time, on [expiration date]. We are not required to accept order forms that are not received by that time, are executed defectively or are received without full payment or without appropriate withdrawal instructions. A postmark prior to [expiration date] will not entitle you to purchase shares of common stock unless we receive the envelope by [expiration date]. We are not required to notify subscribers of incomplete or improperly executed order forms. We have the right to permit the correction of incomplete or improperly executed order forms or waive immaterial irregularities. We do not represent, however, that we will do so and we have no affirmative duty to notify any prospective subscriber of any such defects. You may submit your order form and payment by mail using the return envelope provided, by bringing your order form to our Stock Information Center or to any branch office or by overnight delivery to the indicated address on the order form. Once tendered, an order form cannot be modified or revoked without our consent. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering. If you are ordering shares, you must represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final, subject to the authority of the Office of Thrift Supervision.

By signing the order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by Wolverine Bank or the federal government, and that you received a copy of this prospectus. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Payment for Shares. Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid. Payment for shares may be made by:

(1) personal check, bank check or money order, payable to Wolverine Bancorp, Inc.; or

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(2) authorization of withdrawal from Wolverine Bank deposit accounts designated on the order form.

Appropriate means for designating withdrawals from deposit accounts at Wolverine Bank are provided in the order forms. The funds designated must be available in the account(s) at the time the order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the contract rate until the offering is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate account with a balance less than the applicable minimum balance requirement, the certificate will be canceled at the time of withdrawal without penalty and the remaining balance will be transferred to a savings account and earn interest at our current statement savings rate subsequent to the withdrawal. In the case of payments made by check or money order, these funds must be available in the account(s) and will be immediately cashed and placed in a segregated account at Wolverine Bank and/or another insured depository institution and will earn interest at our current statement savings rate from the date payment is received until the offering is completed or terminated.

You may not use a check drawn on a Wolverine Bank line of credit, and we will not accept third-party checks (a check written by someone other than you) payable to you and endorsed over to Wolverine Bancorp, Inc. If you request that we place a hold on your checking account for the subscription amount, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account. Once we receive your executed order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by the expiration date, in which event purchasers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

If you are interested in using your individual retirement account funds to purchase shares of common stock, you must do so through a self-directed individual retirement account such as a brokerage firm individual retirement account. By regulation, Wolverine Bank’s individual retirement accounts are not self-directed, so they cannot be invested in shares of our common stock. Therefore, if you wish to use your funds that are currently in a Wolverine Bank individual retirement account, you may not designate on the order form that you wish funds to be withdrawn from the account for the purchase of common stock. The funds you wish to use for the purchase of common stock will have to be transferred to a brokerage account. It may take several weeks to transfer your Wolverine Bank individual retirement account to an independent trustee, so please allow yourself sufficient time to take this action. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Depositors interested in using funds in an individual retirement account or any other retirement account to purchase shares of common stock should contact our Stock Information Center as soon as possible, preferably at least two weeks prior to the end of the offering period, because processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held. We cannot guarantee that you will be able to use such funds.

We will have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe in the syndicated community offering at any time prior to the completion of the offering. This payment may be made by wire transfer.

Our employee stock ownership plan will not be required to pay for any shares purchased in the offering until consummation of the offering, provided there is a loan commitment from an unrelated financial institution or Wolverine Bancorp, Inc. to lend to the employee stock ownership plan the necessary amount to fund the purchase.

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Regulations prohibit Wolverine Bank from knowingly lending funds or extending credit to any persons to purchase shares of common stock in the offering.

Delivery of Stock Certificates. Certificates representing shares of common stock issued in the offering and Wolverine Bancorp, Inc. checks representing any applicable refund and/or interest paid on subscriptions made by check or money order will be mailed to the persons entitled thereto at the certificate registration address noted on the order form, as soon as practicable following consummation of the offering and receipt of all necessary regulatory approvals. Any certificates returned as undeliverable will be held by the transfer agent until claimed by persons legally entitled thereto or otherwise disposed of in accordance with applicable law. Until certificates for the shares of common stock are available and delivered to purchasers, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading.

Other Restrictions. Notwithstanding any other provision of the plan of conversion, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state “blue sky” regulations, or would violate regulations or policies of the Financial Industry Regulatory Authority, particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any purchase order if an opinion is not timely furnished. In addition, we are not required to offer shares of common stock to any person who resides in a foreign country.

Restrictions on Transfer of Subscription Rights and Shares

Office of Thrift Supervision regulations prohibit any person with subscription rights, including the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the offering.

We intend to pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

If you have any questions regarding the offering, please call our Stock Information Center at (            )             -             Monday through Friday between 9:00 a.m. and 5:00 p.m., Eastern time, or visit the Stock Information Center located at 5710 Eastman Avenue, Midland, Michigan between 9:00 a.m. and 5:00 p.m., Eastern time on Wednesdays or Thursdays during the offering period. The Stock Information Center will be closed weekends and bank holidays.

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Liquidation Rights

In the unlikely event of a complete liquidation of Wolverine Bank prior to the conversion, all claims of creditors of Wolverine Bank, including those of depositors of Wolverine Bank (to the extent of their deposit balances), would be paid first. Then, if there were any assets of Wolverine Bank remaining, members of Wolverine Bank would receive those remaining assets, pro rata, based upon the deposit balances in their deposit account in Wolverine Bank immediately prior to liquidation. In the unlikely event that Wolverine Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution of the “liquidation account” to certain depositors, with any assets remaining thereafter distributed to Wolverine Bancorp, Inc. as the holder of Wolverine Bank capital stock. Pursuant to the rules and regulations of the Office of Thrift Supervision, a post-conversion merger, consolidation, sale of bulk assets or similar combination or transaction with another insured savings institution would not be considered a liquidation and, in these types of transactions, the liquidation account would be assumed by the surviving institution.

The plan of conversion provides for the establishment, upon the completion of the conversion, of a special “liquidation account” for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to the total equity of Wolverine Bank as of the date of its latest balance sheet contained in this prospectus.

The purpose of the liquidation account is to provide Eligible Account Holders and Supplemental Eligible Account Holders who maintain their deposit accounts with Wolverine Bank after the conversion with a liquidation interest in the unlikely event of the complete liquidation of Wolverine Bank after the conversion. Each Eligible Account Holder and Supplemental Eligible Account Holder that continues to maintain his or her deposit account at Wolverine Bank, would be entitled, on a complete liquidation of Wolverine Bank after the conversion, to an interest in the liquidation account prior to any payment to the stockholders of Wolverine Bancorp, Inc. Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $50 or more held in Wolverine Bank on June 30, 2009 and [supplemental date], respectively. Each Eligible Account Holder and Supplemental Eligible Account Holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account on June 30, 2009 and [supplemental date], respectively, bears to the balance of all deposit accounts in Wolverine Bank on such dates.

If, however, on any December 31 annual closing date commencing on or after the effective date of the conversion, the amount in any such deposit account is less than the amount in the deposit account on June 30, 2009 and [supplemental date], as applicable, or any other annual closing date, then the interest in the liquidation account relating to such deposit account would be reduced from time to time by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders would be separate and apart from the payment of any insured deposit accounts to such depositor. Any assets remaining after the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be distributed to Wolverine Bancorp, Inc., as the sole stockholder of Wolverine Bank.

Material Income Tax Consequences

Consummation of the conversion is subject to the prior receipt of an opinion of counsel or tax advisor with respect to federal and state income taxation that the conversion will not be a taxable

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transaction to Wolverine Bank, Wolverine Bancorp, Inc., Eligible Account Holders, Supplemental Eligible Account Holders and Other Members. Unlike private letter rulings, opinions of counsel or tax advisors are not binding on the Internal Revenue Service or any state taxing authority, and such authorities may disagree with such opinions. In the event of such disagreement, there can be no assurance that Wolverine Bank or Wolverine Bancorp, Inc. would prevail in a judicial proceeding.

Wolverine Bank and Wolverine Bancorp, Inc. have received an opinion of counsel, Luse Gorman Pomerenk & Schick, P.C., regarding all of the material federal income tax consequences of the conversion, which includes the following:

1. The conversion of Wolverine Bank to a federally chartered stock savings bank will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code.

2. Wolverine Bank will not recognize any gain or loss upon the receipt of money from Wolverine Bancorp, Inc. in exchange for shares of common stock of Wolverine Bank.

3. The basis and holding period of the assets received by Wolverine Bank, in stock form, from Wolverine Bank, in mutual form, will be the same as the basis and holding period in such assets immediately before the conversion.

4. No gain or loss will be recognized by account holders of Wolverine Bank, including Eligible Account Holders, Supplemental Eligible Account Holders and Other Members, upon the issuance to them of withdrawable deposit accounts in Wolverine Bank, in stock form, in the same dollar amount and under the same terms as held at Wolverine Bank, in mutual form. In addition, Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not recognize gain or loss upon receipt of an interest in a liquidation account in Wolverine Bank in exchange for their ownership interests in Wolverine Bank.

5. The basis of the account holders deposit accounts in Wolverine Bank, in stock form, will be the same as the basis of their deposit accounts in Wolverine Bank, in mutual form. The basis of the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members interests in the liquidation account will be zero, which is the cost of such interest to such persons.

6. It is more likely than not that the nontransferable subscription rights have no value, based on the fact that these rights are acquired by the recipients without cost, are nontransferable and of short duration, and afford the recipients the right only to purchase the common stock at a price equal to its estimated fair market value, which will be the same price as the subscription price for the shares of common stock in the offering. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon distribution to them of nontransferable subscription rights to purchase shares of Wolverine Bancorp, Inc. common stock, provided that the amount to be paid for Wolverine Bancorp, Inc. common stock is equal to the fair market value of Wolverine Bancorp, Inc. common stock.

7. The basis of the shares of Wolverine Bancorp, Inc. common stock purchased in the offering will be the purchase price. The holding period of the Wolverine Bancorp, Inc. common stock purchased pursuant to the exercise of nontransferable subscription rights will commence on the date on which the right to acquire such stock was exercised.

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8. No gain or loss will be recognized by Wolverine Bancorp, Inc. on the receipt of money in exchange for shares of Wolverine Bancorp, Inc. common stock sold in the offering.

In the view of RP Financial, LC. (which is acting as independent appraiser of the value of the shares of Wolverine Bancorp, Inc. common stock in connection with the conversion), the subscription rights do not have any value for the reasons set forth above. RP Financial, LC.’s view is not binding on the Internal Revenue Service. If the subscription rights granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise the subscription rights in an amount equal to their value, and Wolverine Bancorp, Inc. could recognize gain on a distribution. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are encouraged to consult with their own tax advisors as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value.

The Internal Revenue Service will not issue private letter rulings with respect to the issue of whether nontransferable rights have value. Unlike private letter rulings, an opinion of counsel or the view of an independent appraiser is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached therein. Depending on the conclusion or conclusions with which the Internal Revenue Service disagrees, the Internal Revenue Service may take the position that the transaction is taxable to any one or more of Wolverine Bank, the members of Wolverine Bank, Wolverine Bancorp, Inc. and the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise their subscription rights. In the event of a disagreement, there can be no assurance that Wolverine Bancorp, Inc. or Wolverine Bank would prevail in a judicial or administrative proceeding.

The federal tax opinion has been filed with the Securities and Exchange Commission as an exhibit to Wolverine Bancorp, Inc.’s registration statement. Advice regarding the Michigan state income tax consequences consistent with the federal tax opinion has been issued by BKD, LLP, tax advisors to Wolverine Bank and Wolverine Bancorp, Inc.

Restrictions on Purchase or Transfer of Our Shares after Conversion

The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. All shares of common stock purchased in the offering by a director or an executive officer of Wolverine Bank generally may not be sold for a period of one year following the closing of the conversion, except in the event of the death of the director or executive officer. Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any certificate or record ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date as a stock dividend, stock split or otherwise with respect to the restricted stock will be similarly restricted. The directors and executive officers of Wolverine Bancorp, Inc. also will be restricted by the insider trading rules promulgated pursuant to the Securities Exchange Act of 1934.

Purchases of shares of our common stock by any of our directors, executive officers and their associates, during the three-year period following the closing of the conversion may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock, to purchases of our common stock to fund stock options by one or more stock-based benefit plans or to any of our tax-qualified employee stock benefit plans or nontax-qualified employee stock benefit plans, including any stock-based benefit plans.

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Office of Thrift Supervision regulations prohibit Wolverine Bancorp, Inc. from repurchasing its shares of common stock during the first year following conversion unless compelling business reasons exist for such repurchases. After one year, the Office of Thrift Supervision does not impose any repurchase restrictions.

RESTRICTIONS ON ACQUISITION OF WOLVERINE BANCORP, INC.

Although the Board of Directors of Wolverine Bancorp, Inc. is not aware of any effort that might be made to obtain control of Wolverine Bancorp, Inc. after the conversion, the Board of Directors believes that it is appropriate to include certain provisions as part of Wolverine Bancorp, Inc.’s articles of incorporation to protect the interests of Wolverine Bancorp, Inc. and its stockholders from takeovers which our Board of Directors might conclude are not in the best interests of Wolverine Bank, Wolverine Bancorp, Inc. or Wolverine Bancorp, Inc.’s stockholders.

The following discussion is a general summary of the material provisions of Wolverine Bancorp, Inc.’s articles of incorporation and bylaws, Wolverine Bank’s federal stock charter, Maryland corporate law and certain other regulatory provisions that may be deemed to have an “anti-takeover” effect. The following description of certain of these provisions is necessarily general and, with respect to provisions contained in Wolverine Bancorp, Inc.’s articles of incorporation and bylaws and Wolverine Bank’s federal stock charter, reference should be made in each case to the document in question, each of which is part of Wolverine Bank’s application for conversion with the Office of Thrift Supervision, and except for Wolverine Bank’s federal stock charter, Wolverine Bancorp, Inc.’s registration statement filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

Wolverine Bancorp, Inc.’s Articles of Incorporation and Bylaws

Wolverine Bancorp, Inc.’s articles of incorporation and bylaws contain a number of provisions relating to corporate governance and rights of stockholders that might discourage future takeover attempts. As a result, stockholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of the Board of Directors or management of Wolverine Bancorp, Inc. more difficult.

Directors. The Board of Directors will be divided into three classes. The members of each class will be elected for a term of three years and only one class of directors will be elected annually. Thus, it would take at least two annual elections to replace a majority of our directors. The bylaws establish qualifications for board members, including restrictions on affiliations with competitors of Wolverine Bank and prior legal or regulatory violations. Further, the bylaws impose notice and information requirements in connection with the nomination by stockholders of candidates for election to the Board of Directors or the proposal by stockholders of business to be acted upon at an annual meeting of stockholders. Such notice and information requirements are applicable to all stockholder business proposals and nominations, and are in addition to any requirements under the federal securities laws.

Evaluation of Offers. The articles of incorporation of Wolverine Bancorp, Inc. provide that its Board of Directors, when evaluating a transaction that would or may involve a change in control of Wolverine Bancorp, Inc. (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of Wolverine Bancorp, Inc. and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to:

• the economic effect, both immediate and long-term, upon Wolverine Bancorp, Inc.’s stockholders, including stockholders, if any, who do not participate in the transaction;

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• the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, Wolverine Bancorp, Inc. and its subsidiaries and on the communities in which Wolverine Bancorp, Inc. and its subsidiaries operate or are located;

• whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of Wolverine Bancorp, Inc.;

• whether a more favorable price could be obtained for Wolverine Bancorp, Inc.’s stock or other securities in the future;

• the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of Wolverine Bancorp, Inc. and its subsidiaries;

• the future value of the stock or any other securities of Wolverine Bancorp, Inc. or the other entity to be involved in the proposed transaction;

• any antitrust or other legal and regulatory issues that are raised by the proposal;

• the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and

• the ability of Wolverine Bancorp, Inc. to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations.

If the Board of Directors determines that any proposed transaction should be rejected, it may take any lawful action to defeat such transaction.

Restrictions on Calling Special Meetings. The bylaws provide that special meetings of stockholders can be called by only the President, a majority of the total number of directors that Wolverine Bancorp, Inc. would have if there were no vacancies on the Board of Directors (the “whole board”), or the Secretary upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at the meeting.

Prohibition of Cumulative Voting. The articles of incorporation prohibit cumulative voting for the election of directors.

Limitation of Voting Rights. The articles of incorporation provide that in no event will any person who beneficially owns more than 10% of the then-outstanding shares of common stock, be entitled or permitted to vote any of the shares of common stock held in excess of the 10% limit; provided that such 10% limit shall not apply if a majority of the unaffiliated directors approve the acquisition of shares in excess of the 10% limit prior to such acquisition.

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Restrictions on Removing Directors from Office. The articles of incorporation provide that directors may be removed only for cause, and only by the affirmative vote of the holders of a majority of the voting power of all of our then-outstanding capital stock entitled to vote generally in the election of directors (after giving effect to the limitation on voting rights discussed above in “—Limitation of Voting Rights”), voting together as a single class.

Authorized but Unissued Shares. After the conversion, Wolverine Bancorp, Inc. will have authorized but unissued shares of common and preferred stock. See “Description of Capital Stock.” The articles of incorporation authorize 50,000,000 shares of serial preferred stock. Wolverine Bancorp, Inc. is authorized to issue preferred stock from time to time in one or more series subject to applicable provisions of law, and the Board of Directors is authorized to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of such shares. In addition, the articles of incorporation provide that a majority of the whole board may, without action by the stockholders, amend the articles of incorporation to increase or decrease the aggregate number of shares of stock of any class or series that Wolverine Bancorp, Inc. has the authority to issue. In the event of a proposed merger, tender offer or other attempt to gain control of Wolverine Bancorp, Inc. that the Board of Directors does not approve, it would be possible for the Board of Directors to authorize the issuance of a series of preferred stock with rights and preferences that would impede the completion of the transaction. An effect of the possible issuance of preferred stock therefore may be to deter a future attempt to gain control of Wolverine Bancorp, Inc. The Board of Directors has no present plan or understanding to issue any preferred stock.

Amendments to Articles of Incorporation and Bylaws. Except as provided under “— Authorized but Unissued Shares,” above, regarding the amendment of the articles of incorporation by the Board of Directors to increase or decrease the number of shares authorized for issuance, or as otherwise allowed by law, any amendment to the articles of incorporation must be approved by our Board of Directors and also by a majority of the outstanding shares of our voting stock; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend the following provisions:

(i) The limitation on voting rights of persons who directly or indirectly beneficially own more than 10% of the outstanding shares of common stock;

(ii) The division of the Board of Directors into three staggered classes;

(iii) The ability of the Board of Directors to fill vacancies on the board;

(iv) The ability of the Board of Directors to amend and repeal the bylaws;

(v) The ability of the Board of Directors to evaluate a variety of factors in evaluating offers to purchase or otherwise acquire Wolverine Bancorp, Inc.;

(vi) The authority of the Board of Directors to provide for the issuance of preferred stock;

(vii) The validity and effectiveness of any action lawfully authorized by the affirmative vote of the holders of a majority of the total number of outstanding shares of common stock;

(viii) The number of stockholders constituting a quorum or required for stockholder consent;

(ix) The indemnification of current and former directors and officers, as well as employees and other agents, by Wolverine Bancorp, Inc.;

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(x) The limitation of liability of officers and directors to Wolverine Bancorp, Inc. for money damages; and

(xi) The provision of the articles of incorporation requiring approval of at least 80% of the outstanding voting stock to amend the provisions of the articles of incorporation provided in (i) through (xi) of this list.

The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of our directors or by the stockholders by the affirmative vote of at least 80% of the total votes eligible to be voted at a duly constituted meeting of stockholders. Any amendment of this supermajority requirement for amendment of the bylaws would also require the approval of 80% of the outstanding voting stock.

Maryland Corporate Law

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock issuances and transfers, liquidation plans and reclassifications involving interested stockholders and their affiliates or issuance or reclassification of equity securities. Maryland law defines an interested stockholder as: (i) any person who beneficially owns 10% or more of the voting power of a corporation’s voting stock after the date on which the corporation had 100 or more beneficial owners of its stock; or (ii) an affiliate or associate of the corporation at any time after the date on which the corporation had 100 or more beneficial owners of its stock who, within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation. A person is not an interested stockholder under the statute if the Board of Directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the Board of Directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the Board of Directors of the corporation and approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

Conversion Regulations

Office of Thrift Supervision regulations prohibit any person from making an offer, announcing an intent to make an offer or participating in any other arrangement to purchase stock or acquiring stock or subscription rights in a converting institution or its holding company from another person prior to completion of its conversion. Further, without the prior written approval of the Office of Thrift Supervision, no person may make an offer or announcement of an offer to purchase shares or actually acquire shares of a converted institution or its holding company for a period of three years from the date of the completion of the conversion if, upon the completion of such offer, announcement or acquisition, the person would become the beneficial owner of more than 10% of the outstanding stock of the

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institution or its holding company. The Office of Thrift Supervision has defined “person” to include any individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of an insured institution. However, offers made exclusively to a bank or its holding company, or an underwriter or member of a selling group acting on the converting institution’s or its holding company’s behalf for resale to the general public are excepted. The regulation also provides civil penalties for willful violation or assistance in any such violation of the regulation by any person connected with the management of the converting institution or its holding company or who controls more than 10% of the outstanding shares or voting rights of a converted institution or its holding company.

Wolverine Bank’s Federal Stock Charter

The federal stock charter of Wolverine Bank will provide that for a period of five years from the closing of the conversion, no person other than Wolverine Bancorp, Inc. may offer directly or indirectly to acquire the beneficial ownership of more than 10% of any class of equity security of Wolverine Bank. This provision does not apply to any tax-qualified employee benefit plan of Wolverine Bank or Wolverine Bancorp, Inc. or to underwriters in connection with a public offering. In addition, during this five-year period, all shares owned over the 10% limit may not be voted on any matter submitted to stockholders for a vote.

Change in Control Regulations

Under the Change in Bank Control Act, no person may acquire control of an insured federal savings bank or its parent holding company unless the Office of Thrift Supervision has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition. In addition, Office of Thrift Supervision regulations provide that no company may acquire control of a savings bank without the prior approval of the Office of Thrift Supervision. Any company that acquires such control becomes a “savings and loan holding company” subject to registration, examination and regulation by the Office of Thrift Supervision.

Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the institution’s directors, or a determination by the Office of Thrift Supervision that the acquirer has the power to direct, or directly or indirectly to exercise a controlling influence over, the management or policies of the institution. Acquisition of more than 10% of any class of a savings bank’s voting stock, if the acquirer is also subject to any one of eight “control factors,” constitutes a rebuttable determination of control under the regulations. Such control factors include the acquirer being one of the two largest stockholders. The determination of control may be rebutted by submission to the Office of Thrift Supervision, prior to the acquisition of stock or the occurrence of any other circumstances giving rise to such determination, of a statement setting forth facts and circumstances which would support a finding that no control relationship will exist and containing certain undertakings. The regulations provide that persons or companies that acquire beneficial ownership exceeding 10% or more of any class of a savings bank’s stock who do not intend to participate in or seek to exercise control over a savings bank’s management or policies may qualify for a safe harbor by filing with the Office of Thrift Supervision a certification form that states, among other things, that the holder is not in control of such institution, is not subject to a rebuttable determination of control and will take no action which would result in a determination or rebuttable determination of control without prior notice to or approval of the Office of Thrift Supervision, as applicable. There are also rebuttable presumptions in the regulations concerning whether a group “acting in concert” exists, including presumed action in concert among members of an “immediate family.”

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The Office of Thrift Supervision may prohibit an acquisition of control if it finds, among other things, that:

• the acquisition would result in a monopoly or substantially lessen competition;

• the financial condition of the acquiring person might jeopardize the financial stability of the institution;

• the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by such person; or

• the acquisition would have an adverse effect on the Deposit Insurance Fund.

DESCRIPTION OF CAPITAL STOCK

General

Wolverine Bancorp, Inc. is authorized to issue 100,000,000 shares of common stock, par value of $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. Wolverine Bancorp, Inc. currently expects to issue in the offering up to 3,901,375 shares of common stock. Wolverine Bancorp, Inc. will not issue shares of preferred stock in the stock offering. Each share of Wolverine Bancorp, Inc. common stock will have the same relative rights as, and will be identical in all respects to, each other share of common stock. Upon payment of the subscription price for the common stock, in accordance with the plan of conversion, all of the shares of common stock will be duly authorized, fully paid and nonassessable.

The shares of common stock of Wolverine Bancorp, Inc. will represent nonwithdrawable capital, will not be an account of an insurable type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.

Common Stock

Dividends. Wolverine Bancorp, Inc. can pay dividends on its common stock if, after giving effect to the distribution, it would be able to pay its indebtedness as the indebtedness comes due in the usual course of business and its total assets exceed the sum of its liabilities and the amount needed, if Wolverine Bancorp, Inc. were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any holders of capital stock who have a preference in the event of dissolution. The holders of common stock of Wolverine Bancorp, Inc. will be entitled to receive and share equally in dividends as may be declared by our Board of Directors out of funds legally available therefor. If Wolverine Bancorp, Inc. issues shares of preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. Upon consummation of the conversion, the holders of common stock of Wolverine Bancorp, Inc. will have exclusive voting rights in Wolverine Bancorp, Inc. They will elect Wolverine Bancorp, Inc.’s Board of Directors and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the Board of Directors. Generally, each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. Any person who beneficially owns more than 10% of the then-outstanding shares of Wolverine Bancorp, Inc.’s common stock, however, will not be entitled or permitted to vote any shares of common stock held in excess of the 10% limit. If Wolverine Bancorp, Inc. issues shares of preferred stock, holders of the preferred stock may also possess voting rights. Certain matters require an 80% stockholder vote.

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As a federal stock savings bank, corporate powers and control of Wolverine Bank are vested in its Board of Directors, who elect the officers of Wolverine Bank and who fill any vacancies on the Board of Directors. Voting rights of Wolverine Bank are vested exclusively in the owners of the shares of capital stock of Wolverine Bank, which will be Wolverine Bancorp, Inc., and voted at the direction of Wolverine Bancorp, Inc.’s Board of Directors. Consequently, the holders of the common stock of Wolverine Bancorp, Inc. will not have direct control of Wolverine Bank.

Liquidation. In the event of any liquidation, dissolution or winding up of Wolverine Bank, Wolverine Bancorp, Inc., as the holder of 100% of Wolverine Bank’s capital stock, would be entitled to receive all assets of Wolverine Bank available for distribution, after payment or provision for payment of all debts and liabilities of Wolverine Bank, including all deposit accounts and accrued interest thereon, and after distribution of the balance in the liquidation account to Eligible Account Holders and Supplemental Eligible Account Holders. In the event of liquidation, dissolution or winding up of Wolverine Bancorp, Inc., the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of Wolverine Bancorp, Inc. available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.

Preemptive Rights. Holders of the common stock of Wolverine Bancorp, Inc. will not be entitled to preemptive rights with respect to any shares that may be issued, unless such preemptive rights are approved by the Board of Directors. The common stock is not subject to redemption.

Preferred Stock

None of the shares of Wolverine Bancorp, Inc.’s authorized preferred stock will be issued as part of the offering or the conversion. Preferred stock may be issued with preferences and designations as our Board of Directors may from time to time determine. Our Board of Directors may, without stockholder approval, issue shares of preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

TRANSFER AGENT

The transfer agent and registrar for Wolverine Bancorp, Inc.’s common stock is Registrar and Transfer Company, Cranford, New Jersey.

CHANGE IN ACCOUNTANTS

Prior to this stock offering, the financial statements of Wolverine Bank were audited by Doeren Mayhew. At the time Doeren Mayhew performed audit services for Wolverine Bank, Wolverine Bank was not a public company and was not subject to Securities and Exchange Commission regulations. In connection with this offering and the filing of Wolverine Bancorp, Inc.’s registration statement, on June 3, 2010, Wolverine Bank engaged BKD, LLP, an independent registered public accounting firm, to audit its consolidated financial statements as of and for the years ended December 31, 2009 and December 31, 2008. These financial statements, including BKD, LLP’s Audit Report thereon, are included in this prospectus and in the registration statement. We had no relationship with BKD, LLP in any way during the years ended December 31, 2009 or 2008 or during any period subsequent to December 31, 2009 prior to engaging BKD, LLP.

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In connection with our decision to conduct the conversion and stock offering, on May 7, 2010, Doeren Mayhew, our former independent registered public accounting firm, declined to stand for re-election as the independent public accounting firm for Wolverine Bank. This decision was approved by the audit and compliance committee of our Board of Directors.

During the past two years, there has not been any disagreement between Doeren Mayhew and Wolverine Bank whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which, if not resolved to the satisfaction of Doeren Mayhew, would have caused Doeren Mayhew to make a reference to the subject matter of the disagreement in connection with its reports.

Doeren Mayhew’s reports on the financial statements of Wolverine Bank for the past two years have not contained an adverse opinion or disclaimer of opinion, or been modified as to uncertainty, audit scope or accounting principles.

We have provided Doeren Mayhew with a copy of the disclosure contained in this prospectus, which was received by Doeren Mayhew on September 7, 2010. Doeren Mayhew has issued a letter stating that it agrees with our disclosure on this matter. This letter is included as an exhibit to our registration statement filed with the Securities and Exchange Commission.

EXPERTS

The financial statements of Wolverine Bank as of December 31, 2009 and 2008, and for the years then ended, have been included herein and in the registration statement in reliance upon the report of BKD, LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. RP Financial, LC. has consented to the publication herein of the summary of its report to Wolverine Bancorp, Inc. setting forth its opinion as to the estimated pro forma market value of the shares of common stock upon completion of the conversion and offering and its letter with respect to subscription rights.

LEGAL AND TAX MATTERS

Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., counsel to Wolverine Bancorp, Inc. and Wolverine Bank, has issued to Wolverine Bancorp, Inc. its opinions regarding the legality of the common stock and the federal income tax consequences of the conversion. Luse Gorman Pomerenk & Schick, P.C. has consented to the references in this prospectus to its opinions. BKD, LLP has issued to Wolverine Bancorp, Inc. and Wolverine Bank its opinion regarding the state income tax consequences of the conversion. BKD, LLP has consented to the reference in this prospectus to its opinion. Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Kilpatrick Stockton LLP, Washington,  D.C.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Wolverine Bancorp, Inc. has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 with respect to the shares of common stock offered hereby. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. Such information, including the appraisal report which is an exhibit to the registration statement, can be examined without charge at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the Securities and Exchange Commission at prescribed rates. The Securities and Exchange Commission

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telephone number is 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission, including Wolverine Bancorp, Inc. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions of the material terms of, and should be read in conjunction with, such contract or document.

Wolverine Bank has filed with the Office of Thrift Supervision an Application on Form AC with respect to the conversion. This prospectus omits certain information contained in the application. The application may be examined at the principal office of the Office of Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552, and at the Central Regional Office of the Office of Thrift Supervision, located at 1 South Wacker Drive, Suite 2000, Chicago, Illinois 60606. Our plan of conversion is available, upon request, at each of our branch offices.

In connection with the offering, Wolverine Bancorp, Inc. will register its common stock under Section 12(b) of the Securities Exchange Act of 1934 and, upon such registration, Wolverine Bancorp, Inc. and the holders of its common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on common stock purchases and sales by directors, officers and greater than 10% stockholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of conversion, Wolverine Bancorp, Inc. has undertaken that it will not terminate such registration for a period of at least three years following the offering.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF WOLVERINE BANK

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at June 30, 2010 (unaudited) and December 31, 2009 and 2008	F-3
Statements of Operations for the six months ended June  30, 2010 and 2009 (unaudited) and the years ended December 31, 2009 and 2008	F-4
Statements of Changes in Retained Earnings for the six months ended June  30, 2010 (unaudited) and the years ended December 31, 2009 and 2008	F-5
Statements of Cash Flows for the six months ended June  30, 2010 and 2009 (unaudited) and the years ended December 31, 2009 and 2008	F-6
Notes to Financial Statements	F-7

***

Separate financial statements for Wolverine Bancorp, Inc. have not been included in this prospectus because Wolverine Bancorp, Inc. has not engaged in any significant activities, has no significant assets, and has no contingent liabilities, revenue or expenses.

All financial statement schedules have been omitted as the required information either is not applicable or is included in the financial statements or related notes.

F-1

201 N Illinois Street, Suite 700 P.O. Box 44998 Indianapolis, IN 46244-0998 317.383.4000  Fax 317.383.4200  www.bkd.com

Report of Independent Registered Public Accounting Firm

Audit Committee and Board of Directors

Wolverine Bank, FSB

Midland, Michigan

We have audited the accompanying consolidated balance sheets of Wolverine Bank, FSB as of December 31, 2009 and 2008, and the related consolidated statements of income, retained earnings and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate, in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wolverine Bank, FSB as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 13, the Company changed its method of accounting for income taxes and accrued liabilities by retroactively restating prior years’ financial statements in 2009.

BKD, LLP

Indianapolis, Indiana

August 19, 2010

F-2

Wolverine Bank, FSB

Consolidated Balance Sheets

June 30, 2010 (Unaudited) and

December 31, 2009 and 2008 (Restated)

(Dollars in Thousands)

	June  30, 2010		December 31
			2009		2008
	(Unaudited)
Assets
Cash and due from banks	$	515	$	424	$	453
Interest-earning demand deposits		22,971		22,900		6,013
Cash and cash equivalents		23,486		23,324		6,466
Interest-earning time deposits		32,990		22,719		18,952
Held to maturity securities		388		1,420		16,294
Loans, net of allowance for loan losses of $10,175 (unaudited), $6,507 and $3,379		237,229		245,036		266,875
Premises and equipment, net		1,752		1,872		1,759
Federal Home Loan Bank stock		4,700		4,700		4,700
Real estate owned		1,016		590		851
Accrued interest receivable		967		990		1,315
Other assets		6,119		4,088		1,639
Total assets	$	308,647	$	304,739	$	318,851
Liabilities and Retained Earnings
Liabilities
Deposits	$	176,471	$	167,490	$	179,383
Federal Home Loan Bank advances		85,000		90,000		92,000
Interest payable and other liabilities		5,518		1,693		2,002
Total liabilities		266,989		259,183		273,385
Commitments and Contingencies
Retained Earnings		41,658		45,556		45,466
Total liabilities and retained earnings	$	308,647	$	304,739	$	318,851

See Notes to Consolidated Financial Statements

F-3

Wolverine Bank, FSB

Consolidated Statements of Operations

Six Months Ended June 30, 2010 and 2009 (Unaudited) and

Years Ended December 31, 2009 and 2008 (Restated)

(Dollars in Thousands)

	Six Months Ended June 30					Years Ended December 31
	2010			2009		2009		2008
	(Unaudited)
Interest and Dividend Income
Loans	$	7,296		$	8,348	$	16,100	$	16,807
Investment securities and other		328			464		810		1,571
Total interest and dividend income		7,624			8,812		16,910		18,378
Interest Expense
Deposits		1,664			2,099		3,872		5,387
Borrowings		2,129			2,324		4,650		4,733
Total interest expense		3,793			4,423		8,522		10,120
Net Interest Income		3,831			4,389		8,388		8,258
Provision for Loan Losses		3,480			1,520		3,250		1,142
Net Interest Income After Provision for Loan Losses		351			2,869		5,138		7,116
Noninterest Income
Service charges and fees		128			128		272		278
Net gains on loan sales		213			813		1,311		191
Other		71			60		137		124
Total noninterest income		412			1,001		1,720		593
Noninterest Expense
Salaries and employee benefits		4,782			1,705		3,734		3,380
Net occupancy and equipment expense		373			409		807		799
Data processing expense		103			102		204		200
Federal deposit insurance corporation premiums		142			268		416		25
Professional and service fees		176			141		321		366
Real estate owned expense		104			59		205		368
Other		981			503		1,028		955
Total noninterest expense		6,661			3,187		6,715		6,093
Income (Loss) Before Income Tax		(5,898	)		683		143		1,616
Provision for Income Taxes		(2,000	)		234		53		557
Net Income (Loss)	$	(3,898	)	$	449	$	90	$	1,059

See Notes to Consolidated Financial Statements

F-4

Wolverine Bank, FSB

Consolidated Statements of Retained Earnings

Six Months Ended June 30, 2010 (Unaudited) and

Years Ended December 31, 2009 and 2008 (Restated)

(Dollars in Thousands)

Balance, January 1, 2008	$	44,407
Net income		1,059
Balance, December 31, 2008		45,466
Net income		90
Balance, December 31, 2009		45,556
Net loss (unaudited)		(3,898	)
Balance, June 30, 2010 (Unaudited)	$	41,658

See Notes to Consolidated Financial Statements

F-5

Wolverine Bank, FSB

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2010 and 2009 (Unaudited) and

Years Ended December 31, 2009 and 2008 (Restated)

(Dollars in Thousands)

	Six Months Ended June 30						Years Ended December 31
	2010			2009			2009			2008
	(Unaudited)
Operating Activities
Net income (loss)	$	(3,898	)	$	449		$	90		$	1,059
Items not requiring (providing) cash
Depreciation		123			128			274			277
Provision for loan losses		3,480			1,520			3,250			1,142
Deferred income taxes		(823	)		(100	)		(851	)		(407	)
Loss on other real estate owned		50			242			314			123
Loans originated for sale		(10,989	)		(42,511	)		(66,210	)		(10,406	)
Proceeds from loans sold		11,202			43,324			67,521			10,597
Gain on sale of loans		(213	)		(813	)		(1,311	)		(191	)
Changes in
Interest receivable and other assets		(1,185	)		(1,180	)		(1,252	)		377
Interest payable and other liabilities		3,825			1,431			(309	)		(207	)
Net cash provided by operating activities		1,572			2,490			1,516			2,364
Investing Activities
Net change in interest-bearing deposits		(10,271	)		(7,460	)		(3,767	)		(18,353	)
Purchase of held to maturity securities		—			—			—			(20,297	)
Proceeds from sales of held to maturity securities		—			—			—			500
Proceeds from calls and maturities of held to maturity securities		1,032			14,634			14,875			5,505
Net change in loans		3,530			10,318			17,326			(12,714	)
Proceeds from sale of real estate owned		321			897			1,189			945
Purchase of FHLB stock		—			—			—			(57	)
Purchase of premises and equipment		(3	)		(144	)		(388	)		(57	)
Net cash provided by (used in) investing activities		(5,391	)		18,245			29,235			(44,528	)
Financing Activities
Net change in demand deposits, money market, NOW and savings accounts		14,954			1,846			5,267			(4,476	)
Net change in certificates of deposit		(5,973	)		(15,823	)		(17,160	)		5,027
Proceeds from Federal Home Loan Bank advances		10,000			—			—			10,000
Repayment of Federal Home Loan Bank advances		(15,000	)		—			(2,000	)		(4,850	)
Net cash provided by (used in) financing activities		3,981			(13,977	)		(13,893	)		5,701
Increase (Decrease) in Cash and Cash Equivalents		162			6,758			16,858			(36,463	)
Cash and Cash Equivalents, Beginning of Period		23,324			6,466			6,466			42,929
Cash and Cash Equivalents, End of Period	$	23,486		$	13,224		$	23,324		$	6,466
Supplemental Disclosures of Cash Flows Information
Interest paid	$	3,822		$	4,476		$	8,676		$	10,049
Income taxes paid		—			1,085			1,725			595
Loans transferred to real estate		797			1,007			1,263			773

See Notes to Consolidated Financial Statements

F-6

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Wolverine Bank, FSB (Company) is a federally chartered mutual savings bank whose primarily engaged in providing a full range of banking and financial services to individual and corporate customers in central Michigan. The Bank is subject to competition from other financial institutions. The Company is subject to the regulation of the Office of Thrift Supervision and undergoes periodic examinations.

The Company’s wholly owned subsidiaries, Wolserv Financial, LLC, Wolserv Investment Group and Wolserv Corporation are included in the consolidated financial statements. Effective October 31, 2009, the Company dissolved Wolserv Financial, LLC and Wolserv Investment Group.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and financial instruments.

Unaudited Interim Financial Statements

The interim consolidated financial statements at June 30, 2010 and for the six months ended June 30, 2010 and 2009 and the related footnote information are unaudited. Such unaudited interim financial statements have been prepared in accordance with the requirements for presentation of interim financial statements of Regulation S-X and are in accordance with U.S. GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the interim periods. The results of operations for the six months ended June 30, 2010, are not necessarily indicative of the results that may be expected for the entire year or any other interim period.

F-7

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.

Securities

Held-to-maturity securities, which include any security for which the Company has the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on securities are determined on the specific-identification method.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan. The amounts of loans held for sale as of June 30, 2010 (unaudited) and December 31, 2009 and 2008 were not significant.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, loans are placed on non-accrual status at ninety days past due and interest is considered a loss, unless the loan is well-secured. Accrued interest for loans placed on nonaccrual status is reversed against interest income.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

F-8

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line and accelerated methods over the estimated useful lives of the assets ranging from 3 to 39 years.

Federal Home Loan Bank Stock

Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula, carried at cost, and evaluated for impairment.

F-9

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets.

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiaries.

F-10

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Current Economic Conditions

The current protracted economic decline continues to present financial institutions with difficult circumstances and challenges which in some cases have resulted in large and unanticipated declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The consolidated financial statements have been prepared using values and information currently available to the Company.

At June 30, 2010 and December 31, 2009, the Company held $134,628 (unaudited) and $136,614 in loans collateralized by commercial real estate. Due to national, state and local economic conditions, values for commercial and development real estate have declined, and the market for these properties is less strong than in the past.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the consolidated financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

Reclassifications

Certain reclassifications have been made to the 2008 and 2009 financial statements to conform to the financial statement presentation. There reclassification had no effect on net income.

Note 2: Restriction on Cash and Due From Banks

The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at June 30, 2010 and December 31, 2009 was $25 (unaudited) and $25.

Effective October 3, 2008, the FDIC’s insurance limits increased to $250. At June 30, 2010 and December 31, 2009, the Company’s interest-bearing cash accounts exceeded federally insured limits by $1,940 (unaudited) and $828. Additionally, at June 30, 2010 and December 31, 2009, approximately $19,437 (unaudited) and $20,641 of cash is held by the FHLB of Indianapolis and Federal Reserve Bank of Chicago, which is not federally insured.

F-11

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Note 3: Securities

The amortized cost and approximate fair values of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Approximate Fair Value
Held to Maturity Securities:
June 30, 2010 (Unaudited)
Municipals	$	388	$	—	$	—	$	388
December 31, 2009
U.S. Government sponsored agencies	$	1,000	$	16	$	—	$	1,016
Municipals		420		—		—		420
	$	1,420	$	16	$	—	$	1,436
December 31, 2008
U.S. Government sponsored agencies	$	15,634	$	68	$	—	$	15,702
Municipals		660		—		—		660
	$	16,294	$	68	$	—	$	16,362

The amortized cost and fair value of securities at June 30, 2010 and December 31, 2009, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2010				December 31, 2009
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Unaudited)
Within one year	$	—	$	—	$	—	$	—
One to five years		388		388		1,000		1,016
Five to ten years		—		—		—		—
After ten years		—		—		420		420
Totals	$	388	$	388	$	1,420	$	1,436

F-12

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

During 2008, the Company sold $500 of held-to-maturity securities and realized no gain or loss. The Company elected to sell these securities due to the deteriorating financial condition of the issuer, which changed the Company’s original intent of holding those securities to the contractual maturity. There were no sales of securities during the six months ended June 30, 2010 and 2009 (unaudited) or the year ended December 31, 2009.

Note 4: Loans and Allowance for Loan Losses

Categories of loans include:

	June  30, 2010		December 31
			2009		2008
	(Unaudited)
Real Estate
Fixed-rate residential	$	75,860	$	77,288	$	102,804
Adjustable-rate residential		7,699		8,544		6,827
Commercial real estate		134,628		136,614		126,723
Construction		10,651		7,551		14,408
Home equity		11,340		11,775		13,704
Commercial non-real estate		10,511		10,521		8,069
Consumer		1,239		1,325		1,688
Total loans		251,928		253,618		274,223
Less
Net deferred loan fees, premiums and discounts		348		351		431
Undisbursed portion of loans		4,176		1,724		3,538
Allowance for loan losses		10,175		6,507		3,379
Net loans	$	237,229	$	245,036	$	266,875

Activity in the allowance for loan losses was as follows:

	Six Months Ended June 30					Years Ended December 31
	2010		2009			2009			2008
	(Unaudited)
Balance, beginning of period	$	6,507	$	3,379		$	3,379		$	3,017
Provision charged to expense		3,480		1,520			3,250			1,142
Losses charged off, net of recoveries of $394 (unaudited), $166 (unaudited), $483 and $265		188		(296	)		(122	)		(780	)
Balance, end of period	$	10,175	$	4,603		$	6,507		$	3,379

F-13

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

The Company has entered into transactions with certain executive officers, directors and their affiliates (related parties). In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.

The aggregate amount of loans, as defined, to such related parties is as follows:

	June 30,		December 31,
	2010		2009
	(Unaudited)
Beginning balance	$	2,410	$	1,241
New loans		284		1,864
Paydowns		663		695
Ending balance	$	2,031	$	2,410

As of June 30, 2010 and December 31, 2009, the Company has $92,545 (unaudited) and $90,729 of loans outstanding to lessors of rental properties including $54,566 (unaudited) and $50,614 of residential and $37,979 (unaudited) and $40,115 of nonresidential properties.

Impaired loans totaled $25,943 (unaudited), $13,868 and $2,522 at June 30, 2010 and December 31, 2009 and 2008, respectively. An allowance for loan losses of $4,246 (unaudited), $3,009 and $470 relates to impaired loans at June 30, 2010 and December 31, 2009 and 2008, respectively. There were no impaired loans at June 30, 2010 (unaudited) and December 31, 2009 and 2008 that did not have a specific allowance for loan losses.

Interest income of $176 (unaudited), $77 and $4 was recognized on average impaired loans of $16,246 (unaudited), $8,772 and $2,522 for the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, respectively. Cash collected on impaired loans for the six months ended June 30, 2010 and during 2009 and 2008 was $180 (unaudited), $56 and $4, respectively.

At June 30, 2010 (unaudited) and December 31, 2009 and 2008, there were no accruing loans delinquent 90 days or more. Nonaccruing loans at June 30, 2010 and December 31, 2009 and 2008 were $10,266 (unaudited), $7,240 and $3,673, respectively.

F-14

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Note 5: Premises and Equipment

Major classifications of premises and equipment, stated at cost, are as follows:

	June  30, 2010			December 31
				2009			2008
	(Unaudited)
Land	$	546		$	546		$	546
Buildings and improvements		3,383			3,383			3,245
Furniture, fixtures and equipment		2,497			2,494			2,244
		6,426			6,423			6,035
Less accumulated depreciation		(4,674	)		(4,551	)		(4,276	)
Net premises and equipment	$	1,752		$	1,872		$	1,759

Note 6: Deposits

Deposits are summarized as follows:

	June  30, 2010		December 31
			2009		2008
	(Unaudited)
Savings accounts	$	9,476	$	9,267	$	8,778
Checking accounts		25,683		20,863		15,914
Money market accounts		41,624		31,699		31,870
Certificates of deposit		99,688		105,661		122,821
	$	176,471	$	167,490	$	179,383

F-15

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

At June 30, 2010 and December 31, 2009, scheduled maturities of certificates of deposit for the years ending December 31, are as follows:

	June 30,		December 31,
	2010		2009
	(Unaudited)
2010	$	47,817	$	76,670
2011		35,015		9,752
2012		7,077		6,372
2013		4,736		3,582
2014		1,090		3,672
Thereafter		3,953		5,613
	$	99,688	$	105,661

Time deposits of $100 or more were $52,005 (unaudited), $54,782 and $63,314 at June 30, 2010 and December 31, 2009 and 2008.

Note 7: Federal Home Loan Bank Advances

Federal Home Loan Bank advances totaled $85,000 (unaudited), $90,000 and $92,000 at June 30, 2010 and December 31, 2009 and 2008. At December 31, 2009, the advances are at fixed rates and bear interest at rates ranging from 2.80% to 5.99% and are secured by loans under a blanket collateral agreement as well as specific deposits at the Federal Home Loan Bank totaling $166,721. At June 30, 2010 (unaudited), the advances are at fixed rates and bear interest at rates ranging from 2.45% to 5.95% and are secured by loans under a blanket collateral agreement as well as specific deposits at the Federal Home Loan Bank totaling $144,553. Advances are subject to restrictions or penalties in the event of prepayment.

F-16

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

At June 30, 2010 and December 31, 2009, scheduled maturities of advances for the years ending December 31, are as follows:

	June 30, 2010		December 31, 2009
	(Unaudited)
2010	$	8,000	$	23,000
2011		11,000		11,000
2012		7,000		7,000
2013		14,000		14,000
2014		13,000		3,000
Thereafter		32,000		32,000
	$	85,000	$	90,000

At June 30, 2010 and December 31, 2009, advances totaling $7,000 (unaudited) and $27,000 may, at certain dates, be converted to adjustable rate advances by the FHLB. If converted, the advances may be prepaid without penalty.

Note 8: Income Taxes

The provision for income taxes includes these components:

	Six Months Ended June 30						Years Ended December 31
	2010			2009			2009			2008
	(Unaudited)						(Restated)			(Restated)
Taxes currently payable	$	(1,177	)	$	333		$	904		$	964
Deferred income taxes		(823	)		(100	)		(851	)		(407	)
Income tax expense (benefit)	$	(2,000	)	$	233		$	53		$	557

F-17

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below:

	Six Months Ended June 30						Years Ended December 31
	2010			2009			2009			2008
	(Unaudited)						(Restated)			(Restated)
Computed at the statutory rate (34%)	$	(2,005	)	$	232		$	48		$	549
Increase (decrease) resulting from
Tax exempt interest		—			(1	)		(1	)		(1	)
Other		5			2			6			9
Actual tax expense (benefit)	$	(2,000	)	$	233		$	53		$	557

The tax effects of temporary differences related to deferred taxes shown on the consolidated balance sheets were:

	June  30, 2010		December 31
			2009		2008
	(Unaudited)
Deferred tax assets
Allowance for loan losses	$	2,012	$	2,212	$	1,388
Pension plan		1,078		—		—
Depreciation		24		24		62
Nonaccrual loan interest		104		126		46
Deferred loan fees		163		127		159
Deferred compensation		151		131		232
Other real estate owned		106		106		2
Other		41		49		37
		3,679		2,775		1,926
Deferred tax liabilities
FHLB stock dividends		58		58		58
FHLB prepaid penalty		81		—		—
Other		—		—		2
		139		58		60
Net deferred tax asset	$	3,540	$	2,717	$	1,866

F-18

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Retained earnings at June 30, 2010 (unaudited) and December 31, 2009 and 2008, include approximately $2,019 for which no deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The deferred income tax liabilities on the preceding amounts that would have been recorded if they were expected to reverse into taxable income in the foreseeable future were approximately $686 at June 30, 2010 (unaudited) and December 31, 2009 and 2008.

ASC Topic 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not identify any uncertain tax positions that it believes should be recognized in the consolidated financial statements. The open tax years subject to examination by taxing authorities are the years subsequent to 2005.

Note 9: Regulatory Matters

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below). Management believes, as of June 30, 2010 (unaudited) and December 31, 2009 and 2008, that the Company meets all capital adequacy requirements to which it is subject.

As of June 30, 2010 (unaudited) and December 31, 2009, the most recent notification from the Office of Thrift Supervision categorized the Company as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Company’s category.

F-19

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

The Company’s actual capital amounts and ratios are also presented in the table.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2010 (Unaudited)
Total risk-based capital (to risk-weighted assets)	$	44,441	20.2	%	$	17,562	8.0	%	$	21,953	10.0	%
Tier I capital (to risk-weighted assets)		41,658	19.0			8,781	4.0			13,172	6.0
Tier I capital (to adjusted total assets)		41,658	13.5			9,263	3.0			15,438	5.0
Tier I capital (to adjusted tangible assets)		41,658	13.5			6,175	2.0			N/A	N/A
Tangible capital (to adjusted tangible assets)		41658	13.5			4,631	1.5			N/A	N/A
As of December 31, 2009
Total risk-based capital (to risk-weighted assets)	$	48,336	21.8	%	$	17,737	8.0	%	$	22,172	10.0	%
Tier I capital (to risk-weighted assets)		45,556	20.5			8,869	4.0			13,303	6.0
Tier I capital (to adjusted total assets)		45,556	14.9			9,144	3.0			15,240	5.0
Tier I capital (to adjusted tangible assets)		45,556	14.9			6,096	2.0			N/A	N/A
Tangible capital (to adjusted tangible assets)		45,556	14.9			4,572	1.5			N/A	N/A
As of December 31, 2008
Total risk-based capital (to risk-weighted assets)	$	48,219	21.9	%	$	17,616	8.0	%	$	22,020	10.0	%
Tier I capital (to risk-weighted assets)		45,466	20.6			8,808	4.0			13,212	6.0
Tier I capital (to adjusted total assets)		45,466	14.3			9,565	3.0			15,942	5.0
Tier I capital (to adjusted tangible assets)		45,466	14.3			6,377	2.0			N/A	N/A
Tangible capital (to adjusted tangible assets)		45,466	14.3			4,783	1.5			N/A	N/A

Note 10: Employee Benefits

The Company is a participant in the multi-employer Pentegra Defined Benefit Plan for Financial Institutions (PDBPFI), which covers substantially all of the Company’s officers and employees. The PDBPFI plan provides monthly retirement benefits based on the employee’s basic compensation and years of service. The Company’s contributions are determined by the PDBPFI plan and generally represent the normal cost of the plan plus any funding shortfall requirements. Pension expense was approximately $3,126 (unaudited) and $107 (unaudited) for the six months ended June 30, 2010 and 2009 and $279 and $274 for the years ended December 31, 2009 and 2008.

F-20

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

The Company has deferred compensation plans covering certain management employees and directors which will be payable upon the terms of the contracts. The liability accrued at June 30, 2010 and December 31, 2009 and 2008 was $279 (unaudited), $279 and $600. The amount of expense recorded for the six months ended June 30, 2010 and 2009 was $0 (unaudited) and $0 (unaudited), respectively. The amount recorded as expense for the years ended December 31, 2009 and 2008 was $60 and $74, respectively.

The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to 50% of their compensation with the Company matching 100% of the employee’s contribution on the first 3% of the employee’s compensation and 50% of the employee’s contributions that exceed 3% but does not exceed 5%. Employer contributions charged to expense during the six months ended June 30, 2010 and 2009 were $32 (unaudited) and $28 (unaudited), respectively. Employer contributions charged to expense for the years ended 2009 and 2008 were $68 and $66, respectively.

Note 11: Disclosures About Fair Value of Assets and Liabilities

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

F-21

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets under the valuation hierarchy. The Company has no assets or liabilities measured at fair value on a recurring basis and no liabilities measured at fair value on a nonrecurring basis.

Impaired Loans (Collateral Dependent)

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2010 (Unaudited) and December 31, 2009 and 2008:

	Fair Value		Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2010 (Unaudited)
Impaired loans	$	20,363	$	—	$	—	$	20,363
December 31, 2009
Impaired loans	$	10,859	$	—	$	—	$	10,859
December 31, 2008
Impaired loans	$	2,052	$	—	$	—	$	2,052

F-22

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

The following table presents estimated fair values of the Company’s financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

	June  30, 2010				December 31
					2009				2008
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Unaudited)
Financial assets
Cash and cash equivalents	$	23,486	$	23,486	$	23,324	$	23,324	$	6,466	$	6,466
Interest bearing time deposits		32,990		32,990		22,719		22,719		18,952		18,952
Held to maturity securities		388		388		1,420		1,436		16,294		16,362
Loans, net of allowance for loan losses		237,229		244,447		245,036		252,150		266,875		271,067
Federal Home Loan Bank stock		4,700		4,700		4,700		4,700		4,700		4,700
Interest receivable		967		967		990		990		1,315		1,315
Financial liabilities
Deposits		176,471		178,479		167,490		169,323		179,383		182,026
Federal Home Loan Bank advances		85,000		92,943		90,000		95,352		92,000		99,545
Interest payable		321		321		350		350		504		504

The following methods and assumptions were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value.

Cash and Cash Equivalents, Interest-Bearing Time Deposits, Federal Home Loan Bank Stock, Interest Receivable and Interest Payable

The carrying amount approximates fair value.

Held to Maturity Securities

Fair values equal quoted market prices, if available. If quoted market prices are not available, fair value is estimated based on quoted market prices of similar securities.

F-23

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

Deposits

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank Advances

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Commitments to Originate Loans, Letters of Credit and Lines of Credit

Loan commitments and letters-of-credit generally have short-term, variable rate features and contain clauses which limit the Company’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Note 12: Commitments and Contingent Liabilities

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

F-24

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

At year-end, these financial instruments are summarized as follows:

	June  30, 2010		December 31
			2009		2008
	(Unaudited)
Commitments to extend credit	$	7,995	$	6,021	$	8,501
Unused portions of lines of credit		3,301		3,112		4,542
Standby letters of credit		115		115		795
Commercial letters of credit		427		55		44

Note 13: Restatement of Previously Reported Financial Statements

Subsequent to December 31, 2009, it was determined that the previously reported accrued income taxes were overstated as of December 31, 2008 and previously reported income tax expense was understated for the year ended December 31, 2009. In addition, previously reported other liabilities were overstated as of December 31, 2009 and 2008. These errors and the related corrections impacted the consolidated financial statements as summarized below:

Consolidated Balance Sheets

	December 31, 2009							December 31, 2008
	As Previously Reported with reclassifications		As Restated		Total Effect			As Previously Reported with reclassifications		As Restated		Total Effect
Other assets		—		—		—		$	909	$	1,639	$	730
Total assets		—		—		—		$	318,121	$	318,851	$	730
Interest payable and other liabilities	$	1,963	$	1,693	$	(270	)	$	2,272	$	2,002	$	(270	)
Total liabilities	$	259,453	$	259,183	$	(270	)	$	273,655	$	273,385	$	(270	)
Retained earnings	$	45,286	$	45,556	$	270		$	44,466	$	45,466	$	1,000
Total liabilities and retained earnings	$	304,739	$	304,739	$	—		$	318,121	$	318,851	$	730

Consolidated Statements of Income

	December 31, 2009
	As  Previously Reported			As Restated		Total Effect
Provision for income taxes (benefit)	$	(677	)	$	53	$	730
Net income	$	820		$	90	$	(730	)

F-25

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Consolidated Statements of Cash flows

	December 31, 2009									December 31, 2008
	As Previously Reported with reclassifications			As Restated			Total Effect			As Previously Reported with reclassifications			As Restated			Total Effect
Net income	$	820		$	90		$	(730	)		—			—			—
Deferred income taxes	$	(1,581	)	$	(851	)	$	(730	)		—			—			—
Change in interest receivable and other assets		—			—			—		$	1,107		$	377		$	730
Change in interest payable and other liabilities	$	(579	)	$	(309	)	$	(270	)	$	(477	)	$	(207	)	$	(270	)

Note 14: Plan of Conversion and Change in Corporate Form

On July 12, 2010, the Board of Directors of the Company adopted a plan of conversion (Plan), as amended on August 30, 2010. The Plan is subject to the approval of the Office of Thrift Supervision (OTS) and must be approved by the affirmative vote of at least a majority of the total votes eligible to be cast by the voting members of the Company at a special meeting. The Plan sets forth that the Company proposes to convert into a stock savings bank structure with the establishment of a stock holding company (New Company), as parent of the Company. The Company will convert to the stock form of ownership, followed by the issuance of all of the Company’s outstanding stock to the New Company. Pursuant to the Plan, the Company will determine the total offering value and number of shares of common stock based upon an independent appraiser’s valuation. The stock will be priced at $10.00 per share. In addition, the Company’s Board of Directors will adopt an employee stock ownership plan (ESOP) which will subscribe for up to 8% of the common stock sold in the offering. The New Company is being organized as a corporation incorporated under the laws of the State of Maryland and will own all of the outstanding common stock of the Company upon completion of the conversion.

The costs of issuing the common stock will be deferred and deducted from the sales proceeds of the offering. If the conversion is unsuccessful, all deferred costs will be charged to operations. At June 30, 2010, the Company had incurred an insignificant amount of deferred conversion costs in the form of retainers paid and included in other assets on the accompanying June 30, 2010, balance sheet. The Company had incurred no deferred conversion costs as of December 31, 2009 or 2008. At the completion of the conversion to stock form, the Company will establish a liquidation account in the amount of retained earnings contained in the final prospectus. The liquidation account will be maintained for the benefits of eligible savings account holders who maintain deposit accounts in the Company after conversion.

The conversion will be accounted for as a change in corporate form with the historic basis of the Company’s assets, liabilities and equity unchanged as a result.

F-26

Wolverine Bank, FSB

Notes to Consolidated Financial Statements

As of June 30, 2010 (Unaudited) and December 31, 2009 and 2008,

and Six Months Ended June 30, 2010 and 2009 (Unaudited),

and Years Ended December 31, 2009 and 2008

(Dollars in Thousands)

Note 15: Subsequent Events

During June 2010, the Board of Directors of the Company elected to freeze the future accrual of benefits under the PDBFI and withdrew from the plan. Accordingly, the Company recorded expense in the amount of approximately $3,200 to accrue for the related plan liability. No benefits will accrue under the plan subsequent to June 30, 2010.

Subsequent events have been evaluated through August 19, 2010, which is the date the consolidated financial statements were available to be issued.

F-27

You should rely only on the information contained in this document or that to which we have referred you. No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by Wolverine Bancorp, Inc. or Wolverine Bank. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of Wolverine Bancorp, Inc. or Wolverine Bank since any of the dates as of which information is furnished herein or since the date hereof.

WOLVERINE BANCORP, INC.

(Proposed Holding Company for

Wolverine Bank)

Up to 3,392,500 Shares of

Common Stock

Par value $0.01 per share

(Subject to Increase to up to 3,901,375 Shares)

PROSPECTUS

KEEFE, BRUYETTE & WOODS

November     , 2010

Until [expiration date] or 25 days after commencement of the syndicated community offering, if any, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

		Amount (1)
*	Registrant’s Legal Fees and Expenses	$	475,000
*	Registrant’s Accounting Fees and Expenses		125,000
*	Conversion Agent and Data Processing Fees		27,500
*	Marketing Agent Fees (1)		438,000
*	Marketing Agent Expenses (Including Legal Fees and Expenses)		95,000
*	Appraisal Fees and Expenses		57,500
*	Printing, Postage, Mailing and EDGAR Fees		150,000
*	Filing Fees (OTS, Nasdaq, FINRA and SEC)		69,250
*	Business Plan Fees and Expenses		48,000
*	Other		64,750
*	Total	$	1,550,000

* Estimated

(1) Wolverine Bancorp, Inc. has retained Keefe, Bruyette & Woods, Inc. to assist in the sale of common stock on a best efforts basis in the offerings. Fees are estimated at the adjusted maximum of the offering range.

Item 14. Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of Wolverine Bancorp, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such:

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable

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standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 15. Recent Sales of Unregistered Securities

Not Applicable.

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Item 16. Exhibits and Financial Statement Schedules:

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

(a) List of Exhibits

1.1	Engagement Letter between Wolverine Bank and Keefe, Bruyette & Woods, Inc.
1.2	Form of Agency Agreement between Wolverine Bank, Wolverine Bancorp, Inc., and Keefe, Bruyette & Woods, Inc.
2	Plan of Conversion
3.1	Articles of Incorporation of Wolverine Bancorp, Inc.
3.2	Bylaws of Wolverine Bancorp, Inc.
4	Form of Common Stock Certificate of Wolverine Bancorp, Inc.
5	Opinion of Luse Gorman Pomerenk & Schick, P.C. regarding legality of securities being registered
8.1	Federal Tax Opinion
8.2	State Tax Opinion
10.1	Employment Agreement of David H. Dunn
10.2	Employment Agreement of Rick A. Rosinski
10.3	2002 Long Term Incentive Plan, as amended
10.4	2006 Long Term Incentive Plan, as amended for David H. Dunn
10.5	2006 Long Term Incentive Plan, as amended for Rick Rosinski
16	Change in Certifying Accountants Letter
21	Subsidiaries of Registrant
23.1	Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in Opinions included as Exhibits 5 and 8)
23.2	Consent of BKD, LLP
23.3	Consent of RP Financial, LC.
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between Wolverine Bank and RP Financial, LC.
99.2	Letter of RP Financial, LC. with respect to Subscription Rights
99.3	Appraisal Report of RP Financial, LC.**
99.4	Marketing Materials
99.5	Stock Order and Certification Form
99.6	Business Plan Agreement with FinPro, Inc.
99.7	Conversion Agent Agreement between Keefe, Bruyette & Woods, Inc. and Wolverine Bank

* To be filed supplementally or by amendment.

** Supporting financial schedules filed in paper format only pursuant to Rule 202 of Regulation S-T. Available for inspection during business hours at the principal offices of the SEC in Washington, D.C.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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(6) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Midland, State of Michigan on September 15, 2010.

WOLVERINE BANCORP, INC.
By:	/s/    DAVID H. DUNN
	David H. Dunn President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Wolverine Bancorp, Inc. (the “Company”) hereby severally constitute and appoint David H. Dunn as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said David H. Dunn may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-1 relating to the offering of the Company’s common stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said David H. Dunn shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/    DAVID H. DUNN         David H. Dunn	President, Chief Executive Officer and Director (Principal Executive Officer)	September 15, 2010
/s/    RICK A. ROSINSKI         Rick A. Rosinski	Chief Operating Officer and Treasurer (Principal Financial and Accounting Officer)	September 15, 2010
/s/    RICHARD M. REYNOLDS         Richard M. Reynolds	Chairman of the Board	September 15, 2010
/s/    ROBERTA N. ARNOLD         Roberta N. Arnold	Director	September 15, 2010
/s/    ERIC P. BLACKHURST         Eric P. Blackhurst	Director	September 15, 2010
/s/    HERBERT L. CAMP         Herbert L. Camp	Director	September 15, 2010
Ron R. Sexton	Director
/s/    J. DONALD SHEETS         J. Donald Sheets	Director	September 15, 2010
/s/    JOSEPH M. VANDERKELEN         Joseph M. VanderKelen	Director	September 15, 2010

As filed with the Securities and Exchange Commission on September 16, 2010

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

TO

REGISTRATION STATEMENT

ON

FORM S-1

Wolverine Bancorp, Inc.

Midland, Michigan

EXHIBIT INDEX

1.1	Engagement Letter between Wolverine Bank and Keefe, Bruyette & Woods, Inc.
1.2	Form of Agency Agreement between Wolverine Bank, Wolverine Bancorp, Inc., and Keefe, Bruyette & Woods, Inc.
2	Plan of Conversion
3.1	Articles of Incorporation of Wolverine Bancorp, Inc.
3.2	Bylaws of Wolverine Bancorp, Inc.
4	Form of Common Stock Certificate of Wolverine Bancorp, Inc.
5	Opinion of Luse Gorman Pomerenk & Schick, P.C. regarding legality of securities being registered
8.1	Federal Tax Opinion
8.2	State Tax Opinion
10.1	Employment Agreement of David H. Dunn
10.2	Employment Agreement of Rick A. Rosinski
10.3	2002 Long Term Incentive Plan, as amended
10.4	2006 Long Term Incentive Plan, as amended for David H. Dunn
10.5	2006 Long Term Incentive Plan, as amended for Rick Rosinski
16	Change in Certifying Accountants Letter
21	Subsidiaries of Registrant
23.1	Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in Opinions included as Exhibits 5 and 8)
23.2	Consent of BKD, LLP
23.3	Consent of RP Financial, LC.
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between Wolverine Bank and RP Financial, LC.
99.2	Letter of RP Financial, LC. with respect to Subscription Rights
99.3	Appraisal Report of RP Financial, LC.**
99.4	Marketing Materials
99.5	Stock Order and Certification Form
99.6	Business Plan Agreement with FinPro, Inc.
99.7	Conversion Agent Agreement between Keefe, Bruyette & Woods, Inc. and Wolverine Bank

* To be filed supplementally or by amendment.

** Supporting financial schedules filed in paper format only pursuant to Rule 202 of Regulation S-T. Available for inspection during business hours at the principal offices of the SEC in Washington, D.C.

EX-1.1

Exhibit 1.1

June 24, 2010

Wolverine Bank

5710 Eastman Ave.

Midland, MI 48640

Attention: Mr. David H. Dunn

President & CEO

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the financial advisor to Wolverine Bank (“Bank”) in connection with the Bank’s proposed conversion from the mutual to stock form of organization pursuant to the Bank’s Plan of Conversion (the “Conversion”), including the offer and sale of certain shares of the common stock (the “Common Stock”) of a holding company (the “Holding Company”) to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering (the Subscription Offering, the Community Offering and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). In addition, KBW will act as Conversion Agent in connection with the Offerings pursuant to the terms of a separate agreement between the Bank and KBW. The Bank and the Holding Company are collectively referred to herein as the “Company”. This letter sets forth the terms and conditions of our engagement as financial advisor to the Bank.

1. Advisory/Offering Services

As the Company’s financial advisor, KBW will provide financial advice to the Company and will assist the Company’s management, legal counsel, accountants and other advisors in connection with the Conversion and related issues. We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:

1. Provide advice on the financial and securities market implications of the Plan of Conversion and any related corporate documents, including the Company’s Business Plan;

2. Assist in structuring the Offerings, including developing and assisting in implementing a marketing strategy for the Offerings;

3. Reviewing all offering documents, including the Prospectus, stock order forms, letters, brochures and other related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

Keefe, Bruyette & Woods — 10 S. Wacker Dr., Suite 3400 — Chicago, IL 60606

312.423.8200 — Toll Free: 800.929.6113 — Fax: 312.423.8232

Wolverine Bank

June 24, 2010

Page 2 of 7

4. Assisting the Company in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

5. Assist the Company in analyzing proposals from outside vendors retained in connection with the Offerings, including printers, transfer agents and appraisal firms;

6. Assist the Company in the drafting and distribution of press releases as required or appropriate in connection with the Offerings;

7. Meet with the Board of Directors and/or management of the Company to discuss any of the above services; and

8. such other financial advisory and investment banking services in connection with the Offerings as may be agreed upon by KBW and the Company.

2. Due Diligence Review

The Company acknowledges and agrees that KBW’s obligation to perform the services contemplated by this agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as KBW and their counsel in their reasonable discretion my deem appropriate under the circumstances. The Company agrees it will make available to KBW all relevant information, whether or not publicly available, which KBW reasonably requests, and will permit KBW to discuss with the board of directors and management the operations and prospects of the Company. KBW will treat all material non-public information as confidential. The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. KBW will assume that all financial forecasts have been reasonably prepared and reflect the best then currently available estimates and judgments of the Company’s management as to the expected future financial performance of the Company.

3. Regulatory Filings

If the Company proceeds with the Offerings, the Company will cause appropriate Offering documents to be filed with all regulatory agencies including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), and the appropriate federal and/or state bank regulatory agencies. In addition, the Company and KBW agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings including KBW’s participation therein and shall furnish KBW a copy thereof addressed to KBW or upon which counsel shall state KBW may rely.

Wolverine Bank

June 24, 2010

Page 3 of 7

4. Fees

For the services hereunder, the Company shall pay the following fees to KBW at closing unless stated otherwise:

(a) Management Fee: A Management Fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the first month following the execution of this engagement letter. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of KBW, KBW shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b) Success Fee: A Success Fee of 1.25% shall be paid based on the aggregate Purchase Price of Common Stock sold in the Subscription Offering, excluding shares purchased by the Company’s officers, directors, or employees (or members of their immediate family) any ESOP, tax-qualified or stock based compensation plans (except IRA’s) or similar plan created by the Company for some or all of their directors or employees, or any charitable foundation established by the Company (or any shares contributed to such a foundation). In addition, a Success Fee of 1.25% shall be paid on the aggregate Purchase Price of Common Stock sold in the Direct Community Offering. The Management Fee described in 4(a) will be credited against any Success Fee paid pursuant to this paragraph.

(c) Syndicated Community Offering: If any shares of the Company’s stock remain available after the Subscription Offering and Direct Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers to assist in the sale of such common stock on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Company and KBW. KBW will endeavor to distribute the common stock among dealers in a fashion which best meets the distribution objectives of the Company and the Plan. KBW will be paid a fee not to exceed 6.0% of the aggregate Purchase Price of the shares of common stock sold in the Syndicated Community Offering. From this fee, KBW will pass onto selected broker-dealers, who assist in the syndicated community, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer.

5. Blank

6. Expenses

The Company will bear those expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, SEC, “Blue Sky,” and FINRA filing and registration fees; the fees of the Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing,

Wolverine Bank

June 24, 2010

Page 4 of 7

mailing and marketing and syndicate expenses associated with the Offering; the fees set forth in Section 4; and fees for “Blue Sky” legal work. If KBW incurs expenses on behalf of Company, the Company will reimburse KBW for such expenses; provided, however, KBW agrees that it will not incur expenses on behalf of the Company without the Company’s prior written consent.

KBW shall be reimbursed for its reasonable documented out-of-pocket expenses related to the Offering, including costs of travel, meals and lodging, photocopying, telephone, facsimile, and couriers, which will not exceed $25,000. In addition KBW will be reimbursed for reasonable documented fees and expenses of its counsel not to exceed $70,000. These expenses assume no unusual circumstances or delays, or a re-solicitation in connection with the Offerings. KBW and the Company acknowledge that such expense cap may be increased by mutual consent, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained herein.

7. Limitations

The Company acknowledges that all opinions and advice (written or oral) given by KBW to the Company in connection with KBW’s engagement are intended solely for the benefit and use of the senior management and directors of the Company for the purposes of their evaluation of the proposed Offerings. Unless otherwise expressly stated in an opinion letter issued by KBW or otherwise expressly agreed, no one other than such persons is authorized to rely upon this engagement of KBW or any statements or conduct by KBW. The Company agrees that no such opinion or advice shall be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to KBW be made by the Company or any of its representatives without the prior written consent of KBW.

The Company acknowledges and agrees that KBW has been retained to act solely as financial advisor to the Company and not as an advisor to or agent of any other person, and the Company’s engagement of KBW is not intended to confer rights upon any person not a party to this Agreement (including shareholders, employees or creditors of the Company) as against KBW or its affiliates, or their respective directors, officers, employees or agents. In such capacity, KBW shall act as an independent contractor, and any duties arising out of its engagement shall be owed solely to the Company. It is understood that KBW’s responsibility to the Company is solely contractual in nature and KBW does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

8. Benefit

This letter agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this letter agreement shall not be assignable by KBW.

Wolverine Bank

June 24, 2010

Page 5 of 7

9. Confidentiality

KBW acknowledges that a portion of the Information may contain confidential and proprietary business information concerning the Company. KBW agrees that, except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation or legal process, KBW agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information) and not use such Confidential Information for any purpose except this engagement and in connection with the Offerings; provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have agreed to be bound by the terms and conditions of this paragraph and for whom KBW agrees to remain responsible. As used in this paragraph, the term “Confidential Information” shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by KBW, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not otherwise known to KBW, after due inquiry, to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

The Company hereby acknowledges and agrees that the presentation materials and financial models used by KBW in performing its services hereunder have been developed by and are proprietary to KBW. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior consent from KBW in writing.

10. Indemnification

As KBW will be acting on behalf of the Company in connection with the Offerings, the Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise related to or arising out of the Offerings or the engagement of KBW pursuant to, or the performance by KBW of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a party; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (a) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by KBW expressly for use therein or (b) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW’s gross negligence or bad faith of KBW.

Wolverine Bank

June 24, 2010

Page 6 of 7

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

11. Definitive Agreement

This letter agreement reflects KBW’s present intention of proceeding to work with the Company on its proposed Offerings. No legal and binding obligation is created on the part of the Company or KBW with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the indemnification and contribution provisions set forth in Section 10 and (iv) those terms set forth in a mutually agreed upon Agency Agreement between KBW and the Company to be executed prior to commencement of the Offerings, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.

KBW’s execution of such Agency Agreement shall also be subject to (a) KBW’s satisfaction with Due Diligence Review, (b) preparation of offering materials that are satisfactory to KBW, (c) compliance by the Company with all relevant legal and regulatory requirements to the reasonable satisfaction of KBW and its counsel, (d) agreement that the price established by the independent appraiser is reasonable, and (e) market conditions at the time of the proposed Offering.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

Wolverine Bank

June 24, 2010

Page 7 of 7

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.
By:
	Harold T. Hanley III Managing Director

WOLVERINE BANK
By:	/s/ David H. Dunn	Date: July 2, 2010
	David H. Dunn President & CEO

EX-1.2

Exhibit 1.2

WOLVERINE BANCORP, INC.

up to 3,392,500 Shares

(subject to increase up to 3,901,375 shares)

COMMON SHARES

($0.01 Par Value)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

                             , 2010

Keefe, Bruyette & Woods, Inc.

10 South Wacker Drive

Investment Banking Suite 3400

Chicago, Illinois 60606

Ladies and Gentlemen:

Wolverine Bank, a federal mutual savings bank located in Midland, Michigan (the “Bank”) the deposit accounts of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), and Wolverine Bancorp, Inc., a Maryland corporation (the “Holding Company” and, together with the Bank, the “Wolverine Parties”) hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as follows:

Section 1. The Offering. The Bank, in accordance with the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding Company will issue the common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,392,500 shares (subject to increase up to 3,901,375 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of                      (“Supplemental Eligible Account Holders”), and (4) Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or

subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Michigan Counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering.

The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank.

The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No.                     ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 13, 2010 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been

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authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Section 2. Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Bank and the Holding Company as to the matters set forth in the letter agreement, dated June 24, 2010, between the Bank and the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders.

The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Bank and the Holding and the Agent may agree to renew this Agreement under mutually acceptable terms.

In the event the Holding Company is unable to sell a minimum of 2,507,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below.

The Agent shall receive the following compensation for its services hereunder:

(a) A management fee of $50,000 payable in four consecutive monthly installments commencing in July 2010. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b) A Success Fee of 1.25% shall be paid based on the aggregate Purchase Price of Common Stock sold in the Subscription Offering excluding shares purchased by the Holding Company’s officers, directors, or employees (or members of their immediate

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family) plus any ESOP, tax-qualified or stock based compensation plans (except IRA’s) or similar plan created by the Holding Company or the Bank for some or all of their directors or employees. In addition, a Success Fee of 1.25% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the first Success Fee paid pursuant to this paragraph.

(c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company.

(d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $25,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $70,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Records Agent Services. The Agent shall also receive a fee of $25,000 for certain records agent services set forth in the letter agreement, dated June 24, 2010, between the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon mailing of the proxy solicitation and offering materials. The Holding Company and the Bank will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records agent services not to exceed $2,500.

Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Holding Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date against payment to the Holding Company by any means authorized by the Plan; provided,

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however, that no funds shall be released to the Holding Company until the conditions specified in Section 8 hereof shall have been complied with to the reasonable satisfaction of the Agent or its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Holding Company, the Bank and the Agent as set forth in Section 14. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions as provided by the Holding company to the Holding Company’s registrar and transfer agent. The date upon which the Holding Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.”

Section 4. Representations and Warranties of the Wolverine Parties. The Bank and the Holding Company represent and warrant to and agree with the Agent as follows:

(a) The Registration Statement, which was prepared by the Holding Company and the Bank and filed with the Commission, has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the Holding Company or the Bank, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective, at the Applicable Time (as defined in Section 4(c) hereof) and at the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Holding Company contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Holding Company for use in connection with the Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date referred to in Section 2 hereof, the Prospectus (including any amendment or supplement thereto) and any information regarding the Holding Company contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Holding Company for use in connection with the Offering will contain all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Holding Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus in the first sentence of the second paragraph under the caption “The Conversion; Plan of Distribution—Marketing and Distribution; Compensation.”

(b) Neither the Holding Company nor the Bank has directly or indirectly distributed or otherwise used and will not directly or indirectly distribute or otherwise use any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on the

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Holding Company’s website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the offering and sale of the Shares other than any Permitted Free Writing Prospectus or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act Regulations distributed by the Holding Company and reviewed and approved in advance for distribution by the Agent. The Holding Company has not, directly or indirectly, prepared or used and will not directly or indirectly, prepare or use, any Permitted Free Writing Prospectus except in compliance with the filing and other requirements of Rules 164 and 433 of the 1933 Act Regulations; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by the Agent, of any Permitted Free Writing Prospectus will satisfy the provisions of Rules 164 and 433 (without reliance on subsections (b), (c) and (d) for Rule 164); and the Holding Company is not an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations) as of the eligibility determination date for purposes of Rules 164 and 433 of the 1933 Act Regulations with respect to the offering of the Shares or otherwise precluded under Rule 164 from using free writing prospectuses in connection with the offering of the Shares.

(c) As of the Applicable Time (as defined below), neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Shares or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

1. “Applicable Time” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Shares.

2. “Statutory Prospectus,” as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement relating to the offered Shares immediately prior to the Applicable Time, including any document incorporated by reference therein.

3. “Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h) of the 1933 Act Regulations, relating to the offered Shares in the form filed or required or, if not required to be filed, in the form retained in the Holding Company’s records pursuant to Rule 433(g) under the 1933 Act Regulations. The

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term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.

4. “Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

5. “Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 of the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) of the 1933 Act Regulations or otherwise, even though not required to be filed with the Commission.

6. “Permitted Free Writing Prospectus” means any free writing prospectus as defined in Rule 405 of the 1933 Act Regulations that is consented to by the Holding Company, the Bank and the Agent.

(d) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offering and sale of the offered Shares or until any earlier date that the Holding Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Holding Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the Holding Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein.

(e) The Form AC, which was prepared by the Wolverine Parties and filed with the OTS, has been approved by the OTS and the related Prospectus and proxy statement to be delivered to members of the Bank have been authorized for use by the OTS. No order has been issued by the OTS preventing or suspending the use of the Prospectus or

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the proxy statement, and no action by or before the OTS to revoke any approval, authorization or order of effectiveness related to the Offering is pending or, to the best knowledge of the Bank or Holding Company, threatened. At the time of the approval of the Form AC, including the Prospectus (including any amendment or supplement thereto) by the OTS and at all times subsequent thereto until the Closing Date, the Form AC, including the Prospectus (including any amendment or supplement thereto), will comply in all material respects with the Conversion Regulations, except to the extent waived or otherwise approved by the OTS. The Form AC, including the Prospectus (including any amendment or supplement thereto), does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(e) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Holding Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the Form AC under the caption “The Conversion; Plan of Distribution—Marketing and Distribution; Compensation.”

(f) The Holding Company has filed the Holding Company Application with the OTS and has published notice of such filing and the Holding Company Application is accurate and complete in all material respects. The Holding Company has received written notice from the OTS of its approval of the acquisition of the Bank, such approval remains in full force and effect and no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Holding Company or the Bank, threatened by the OTS. At the date of such approval, the Holding Company Application complied in all material respects with the applicable provisions of HOLA and the regulations promulgated thereunder, except as the OTS has expressly waived such regulations in writing.

(g) The Holding Company and the Bank have filed the Prospectus and any supplemental sales literature with the Commission and the OTS. The Prospectus and all supplemental sales literature, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 2, complied and will comply in all material respects with the applicable requirements of the 1933 Act Regulations and, at or prior to the time of their first use, will have received all required authorizations of the OTS and Commission for use in final form. No approval of any other regulatory or supervisory or other public authority is required in connection with the distribution of the Prospectus and any supplemental sales literature that has not been obtained and a copy of which has been delivered to the Agent. The Holding Company and the Bank have not distributed any offering material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration Statement and the Form AC and authorized for use by the Commission and the OTS. The information contained in the supplemental sales material filed as an exhibit to both the Registration Statement and the Form AC does not conflict in any material respects with information contained in the Registration Statement and the Prospectus.

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(h) The Plan has been adopted by the Boards of Directors of the Bank, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the Conversion Regulations except to the extent waived or otherwise approved by the OTS, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Holding Company and the Bank by the OTS, the Commission, or any other regulatory authority and in the manner described in the Prospectus. To the best knowledge of the Wolverine Parties, no person has sought to obtain review of the final action of the OTS in approving the Conversion pursuant to the HOLA.

(i) The Bank has been duly organized and validly existing as a federally-chartered savings bank in mutual form and upon completion of the Conversion will be a duly organized and validly existing federally-chartered savings bank in stock form, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not have a material adverse effect on the conduct of the business, financial condition, results of operations, affairs or prospects of the Wolverine Parties, taken as a whole (a “Material Adverse Effect”); all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all material laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not have a Material Adverse Effect; the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a Material Adverse Effect. The Bank does not own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to the operations of the Wolverine Parties, taken as a whole. Following completion of the Conversion and the Offerings, the authorized capital stock of the Bank will consist of 10,000,000 shares of common stock, par value $0.01 per share (the “Bank Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Bank Preferred Stock”). The terms and provisions of the Bank Common Stock will conform to all statements thereto contained in the Prospectus. At the Closing, (i) all of the outstanding capital stock of the Bank will be duly authorized, validly issued and fully paid and non-assessable and owned directly by the Holding Company free and clear of any security interest, mortgage, pledge, lien, encumbrances or legal or equitable claim and (ii) the Holding Company will have no subsidiaries other than the Bank. The Conversion will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act Regulations, the Conversion Regulations or letters of approval, at the Closing Date, all terms, conditions, requirements and provisions with respect to the Conversion imposed by the Commission and the OTS if any, will have been complied with by the Wolverine Parties in all material respects or appropriate waivers will have been obtained and all applicable notice and waiting periods will have been satisfied, waived or elapsed.

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(j) The Holding Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and the Holding Company is, and at the Closing Date will be, qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Holding Company has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Holding Company is in all material respects complying therewith and with all laws, rules, regulations and orders applicable to the operation of its business. There are no outstanding warrants or options to purchase any securities of the Holding Company.

(k) Except as described in the Prospectus there are no contractual encumbrances or restrictions or requirements or material legal restrictions or requirements required to be described therein, on the ability of any of the Wolverine Parties, (A) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness owed to another party, (B) to make any loans or advances to, or investments in, another party or (C) to transfer any of its property or assets to another party. Except as described in the Prospectus, there are no restrictions, encumbrances or requirements affecting the payment of dividends or the making of any other distributions on any of the capital stock of the Holding Company.

(l) The Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation, except where the failure to do so would not have a Material Adverse Effect. Neither the Bank, nor any of its respective directors, officers or employees has committed any material breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects.

(m) The Bank is a member of the Federal Home Loan Bank of Indianapolis (“FHLB-Indianapolis”). The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Holding Company or the Bank, threatened. The Bank is a “qualified thrift lender” within the meaning of 12 U.S.C. § l467a(m).

(n) The Holding Company and the Bank have good and marketable title to all real property and good title to all other assets material to the business of the Holding Company and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration

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Statement and Prospectus or as are not material to the business of the Holding Company and the Bank, taken as a whole; and all of the leases and subleases material to the business of the Holding Company and the Bank, taken as a whole, under which the Holding Company or the Bank hold properties, including those described in the Registration Statement and Prospectus, are in full force and effect.

(o) The Holding Company has received an opinion of its special counsel, Luse Gorman Pomerenk & Schick, P.C., with respect to the federal income tax consequences of the Conversion and the opinions of its tax advisor, BKD, LLP, with respect to the Maryland income tax consequences of the Conversion and all material aspects of such opinions are accurately summarized in the Registration Statement and the Prospectus. The Holding Company and the Bank represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete in all material respects. Neither the Holding Company nor the Bank will take any action inconsistent therewith.

(p) Each of the Wolverine Parties has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Holding Company as provided herein and as described in the Prospectus, subject to approval or confirmation by the OTS of the final Appraisal. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of each of the Wolverine Parties. This Agreement has been validly executed and delivered by each of the Wolverine Parties and, assuming due execution and delivery by the Agent, is the valid, legal and binding agreement of each of the Wolverine Parties enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy or pursuant to applicable Federal law and the rules and regulations of the Federal Reserve System).

(q) None of the Wolverine Parties is in violation of any directive received from the OTS, the FDIC, or any other agency to make any material change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OTS and the FDIC) and, except as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or, to the knowledge of any of the Wolverine Parties, threatened, which might materially and adversely affect the Offering, or which might result in any Material Adverse Effect.

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(r) The consolidated financial statements, schedules and notes related thereto which are included in the General Disclosure Package and the Prospectus fairly present the balance sheet, income statement, statement of changes in equity capital and statement of cash flows of the Bank on a consolidated basis at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of the 1933 Act Regulations and Title 12 of the Code of Federal Regulations. Such consolidated financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied through the periods involved, present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OTS, except that accounting principles employed in such regulatory filings conform to the requirements of the OTS and not necessarily to GAAP. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited consolidated financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been properly applied on the basis described therein.

(s) The Wolverine Parties carry, or are covered by, insurance in such amounts and covering such risks as the Wolverine Parties deem reasonably adequate for the conduct of their respective businesses and the value of their respective properties.

(t) Since the respective dates as of which information is given in the Registration Statement including the Prospectus and except as disclosed in the General Disclosure Package and the Prospectus: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Wolverine Parties and their subsidiaries, considered as one enterprise, or in the earnings, capital, properties, business or prospects of the Wolverine Parties and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of any of the Wolverine Parties or in the principal amount of the Wolverine Parties’ consolidated assets which are classified by any of such entities as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of any of the Wolverine Parties; nor has any of the Wolverine Parties issued any securities (other than in connection with the incorporation of the Holding Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Wolverine Parties; (iv) there has been no material adverse change in any of the Wolverine Parties’ relationship with its insurance carriers, including, without limitation, cancellation or other termination of any of the Wolverine Parties’ fidelity bond or any other type of insurance coverage; (v) there has been no material change in management of any of the Wolverine Parties; (vi) none of the Wolverine Parties has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (vii) none of the Wolverine Parties has defaulted in the payment of principal or interest on any outstanding debt obligations;

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(viii) the capitalization, liabilities, assets, properties and business of the Wolverine Parties conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus; and (ix) none of the Wolverine Parties has any material liabilities, contingent or otherwise, except as set forth in the Prospectus.

(u) None of the Wolverine Parties is (i) in violation of their respective articles, charters or bylaws (and none of the Wolverine Parties will not be in violation of its articles of incorporation, charter or bylaws upon completion of the Conversion), or (ii) in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the assets of any of the Wolverine Parties pursuant to the respective articles of incorporation, charters or bylaws of the Wolverine Parties or any contract, lease or other instrument in which the Wolverine Parties has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to any of the Wolverine Parties, except for such violations which would not have a Material Adverse Effect; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Wolverine Parties.

(v) All documents made available or delivered by, or to be made available to or delivered by the Wolverine Parties or their representatives in connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the Agent’s exercise of due diligence, except for those documents which were prepared by parties other than the Wolverine Parties or their representatives, to the best knowledge of the Wolverine Parties, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.

(w) Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Holding Company will be within the range set forth in the General Disclosure Package and the Prospectus under the caption “Capitalization,” and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Holding Company to the extent payment therefor in cash has not been received by the Holding Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The Shares have been approved for listing on the Nasdaq Capital Market, subject to issuance. Upon the issuance of the Shares, good title to the Shares will be transferred from the Holding Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

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(x) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default, on the part of any of the Wolverine Parties in the due performance and observance of any term, covenant, agreement, obligation, representation, warranty or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement, lease, license, Permit or any other instrument or agreement to which the Wolverine Parties or by which any of them or any of their respective property is bound or affected which, in any such case, could have, individually or in the aggregate with other breaches, violations or defaults, a Material Adverse Effect; each of such agreements is in full force and effect and is the legal, valid and binding agreement of the applicable party and the other parties thereto, enforceable, to the knowledge of the Wolverine Parties, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity and no other party to any such agreement has instituted or, to the knowledge of the Wolverine Parties, threatened any action or proceeding wherein any of the Wolverine Parties or any subsidiary thereof would or might be alleged to be in default thereunder where such action or proceeding, if determined adversely to the Wolverine Parties, would have a Material Adverse Effect. There are no contracts or documents that are required to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus which are not so filed or described as required, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus are fairly summarized in all material respects. No party has sent or received any notice indicating the termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Wolverine Parties, no such termination has been threatened by any party to any such contract or agreement.

(y) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated in the Registration Statement, none of the Wolverine Parties has or will have issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business.

(z) None of the Wolverine Parties maintains any “pension plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In addition, (A) the employee benefit plans, including employee welfare benefit plans, of the Wolverine Parties (the “Employee Plans”) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (B) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan

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of the Wolverine Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (C) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the Wolverine Parties and (D) all Employee Plans that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of the Wolverine Parties, threatened, claims by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits).

(aa) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for the approval of the Commission and the OTS, and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the FINRA.

(bb) BKD, LLP, which has certified the audited consolidated financial statements and schedules of the Bank included in the Prospectus, has advised the Bank in writing that they are, with respect to the Wolverine Parties, independent registered public accountants within the applicable rules of the Public Company Accounting Oversight Board (United States).

(cc) RP Financial, LC., which has prepared the Appraisal, has advised the Bank in writing that it is independent of the Wolverine Parties within the meaning of the Conversion Regulations and is believed by the Wolverine Parties to be experienced and expert in the valuation and the appraisal of business entities, including savings institutions, and the Wolverine Parties believe that RP Financial, LC. has prepared the pricing information set forth in the Prospectus in accordance with the requirements of the Conversion Regulations.

(dd) The Wolverine Parties have timely filed or extended all required federal, state and local tax returns; the Wolverine Parties have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended or where such taxes may be contested in good faith, have made adequate reserves for similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority. The Wolverine Parties have no knowledge of any tax deficiency which has been or might be assessed against either of them which, if the subject of an unfavorable decision, ruling or finding, could have, individually or in the aggregate with other tax deficiencies, a Material Adverse Effect. All material tax liabilities have been adequately provided for in the financial statements of the Wolverine Parties in accordance with GAAP. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the Holding Company or with the issuance or sale by the Holding Company of the Shares.

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(ee) Each of the Wolverine Parties is in compliance in all material respects with the applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(ff) All Sales Information (as defined in Section 9(a)) used by the Holding Company in connection with the Conversion that is required by the OTS to be filed has been filed with and approved by the OTS.

(gg) To the knowledge of the Wolverine Parties, none of the Wolverine Parties or the employees of the Wolverine Parties has made any payment of funds of the Wolverine Parties as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(hh) None of the Wolverine Parties has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the Holding Company or the Bank in connection with the offering of the Shares, and no person is being compensated in any manner for such service.

(ii) The Wolverine Parties have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Conversion.

(jj) The records used by the Wolverine Parties to determine the identities of Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.

(kk) None of the Wolverine Parties is, and neither intends to conduct business in a manner which would cause it to become, an “investment company,” an entity “controlled” by an “investment company” or an “investment adviser” within the meaning of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended.

(ll) None of the Wolverine Parties or any properties owned or operated by any of the Wolverine Parties, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices,

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demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of the Wolverine Parties, threatened relating to the liability of any property owned or operated by the Wolverine Parties under any Environmental Law. To the knowledge of the Wolverine Parties, there are no events or circumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Wolverine Parties relating to any Environmental Law. For purposes of this subsection, the term “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

(mm) The Wolverine Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded accounts or assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books, records and accounts and systems of internal accounting control of the Holding Company and its subsidiaries comply in all material respects with the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Holding Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that the information it will be required to disclose in the reports it files or submits under the 1934 Act is accumulated and communicated to the Holding Company’s management (including the Holding Company’s chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the Commission’s rules and forms. To the knowledge of the Wolverine Parties, BKD, LLP and the Audit Committee of the Board of Directors have been advised of: (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Holding Company’s and the Bank’s ability to record, process, summarize, and report financial data; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Holding Company’s or the Bank’s internal accounting controls.

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(nn) All of the loans represented as assets of the Wolverine Parties in the Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not have a Material Adverse Effect.

(oo) To the Wolverine Parties’ knowledge, there are no affiliations or associations between any member of the FINRA and any of the Wolverine Parties’ officers, directors or 5% or greater security holders, except as set forth in the Registration Statement and the Prospectus.

(pp) The Holding Company has taken all actions necessary to obtain at the Closing Date a blue sky memorandum from Luse Gorman Pomerenk & Schick, P.C.

(qq) Any certificates signed by an officer of any of the Wolverine Parties pursuant to the conditions of this Agreement and delivered to the Agent or their counsel that refers to this Agreement shall be deemed to be a representation and warranty by such Wolverine Party to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(rr) The statistical and market related data contained in any Permitted Free Writing Prospectus, the Prospectus and the Registration Statement are based on or derived from sources which the Wolverine Parties believe were reliable and accurate at the time they were filed with the Commission. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Section 5. Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Holding Company and the Bank hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the

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Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.

(d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

(e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.

(f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Section 6. Covenants of the Wolverine Parties. The Holding Company and the Bank hereby jointly and severally covenant and agree with the Agent as follows:

(a) The Holding Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(b) If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at the subsequent time, not misleading, the Holding Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is amended or supplemented and the Holding Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Holding Company by the Agent expressly for use therein.

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(c) Each of the Wolverine Parties represents and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents and agrees that, unless it obtains the prior consent of the Wolverine Parties, it has not made and will not make any offer relating to the offered Shares that would constitute an “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Regulations, or that would constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Holding Company, the Bank and the Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Holding Company and the Bank represent that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply in all material respects with the requirements of Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Holding Company and the Bank need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the 1933 Act Regulations.

(d) The Wolverine Parties will not, at any time after the Form AC is approved by the OTS, file any amendment or supplement to such Form AC without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(e) The Holding Company will not, at any time after the Holding Company Application is approved by the OTS, file any amendment or supplement to such Holding Company Application without providing the Agent and its counsel an opportunity to review the non-confidential portions of such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(f) The Wolverine Parties will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the Form AC or the Holding Company Application to be approved by the OTS and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Form AC or the Holding Company Application, as amended, has been approved by the OTS; (iii) of any comments from the Commission, the OTS or any other governmental entity with respect to the Conversion contemplated by this Agreement; (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement, the Form AC, Holding Company Application or for additional information; (v) of the issuance by the Commission, the OTS or any other governmental entity of any order or other action suspending the Conversion or the use of the Registration Statement or the Prospectus or any other filing of the Holding Company or the Bank under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) of the issuance by the Commission, the OTS or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event

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mentioned in paragraph (h) below. The Wolverine Parties will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any other state authority of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(g) The Wolverine Parties will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, the Form AC or the Holding Company Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Wolverine Parties will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings.

(h) The Holding Company and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the “1934 Act Regulations”). The Holding Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.

(i) The Wolverine Parties will comply with any and all material terms, conditions, requirements and provisions with respect to the Offering imposed by the Commission, the OTS or the Conversion Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Wolverine Parties will comply, at their own expense, with all material requirements imposed upon them by the Commission, the OTS or the Conversion Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Common Shares during such period in accordance with the provisions hereof and the Prospectus. The Holding Company will comply in all material respects with all undertakings contained in the Registration Statement.

(j) If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting any of the Wolverine Parties shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Holding Company and in the reasonable opinion of the Agent’s counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Holding Company will immediately so inform the Agent and prepare and file, at its own expense, with the Commission and the OTS, and furnish to the Agent a reasonable number of copies, of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so

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that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Holding Company will timely furnish to the Agent such information with respect to the Wolverine Parties as the Agent may from time to time reasonably request.

(k) The Wolverine Parties will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such information as may be required to qualify or register the Shares for offering and sale by the Holding Company or to exempt such Shares from registration, or to exempt the Holding Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Holding Company may reasonably agree upon; provided, however, that the Holding Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Holding Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

(l) The liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders will be duly established and maintained in accordance with the requirements of the Conversion Regulations, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Bank will have an inchoate interest in their pro rata portion of the liquidation account, which shall have a priority superior to that of the holders of the Common Stock in the event of a complete liquidation of the Bank.

(m) The Holding Company will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent’s prior written consent, any of its shares of their common stock, other than the Common Shares or other than in connection with any plan or arrangement described in the Prospectus.

(n) The Holding Company will register its common stock under Section 12(b) of the 1934 Act. The Holding Company shall maintain the effectiveness of such registration for not less than three years from the time of effectiveness or such shorter period as may be required by the OTS.

(o) During the period during which the Common Shares are registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Holding Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Holding Company (including a consolidated balance sheet and statements of consolidated income, shareholders’ equity and cash flows of the Holding Company and its subsidiaries as at the end of and for such year, certified by independent registered public accountants in accordance with Regulation S-X under the

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1933 Act and the 1934 Act) and make available as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the first fiscal quarter ending after the effective time of the Registration Statement) financial information of the Holding Company and is subsidiaries for such quarter in reasonable detail.

(p) During the period of three years from the date hereof, the Holding Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Holding Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders): (ii) a copy of each other non-confidential report of the Holding Company mailed to its shareholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Holding Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Holding Company or the Bank as the Agent may reasonably request.

(q) The Holding Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption “Use of Proceeds.”

(r) The Holding Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning not later than the first day of the Holding Company’s fiscal quarter next following the effective date (as defined in such Rule 158) of the Registration Statement.

(s) The Holding Company will use its best efforts to list the Common Shares on the Nasdaq Capital Market on or prior to the Closing Date.

(t) The Holding Company will maintain appropriate arrangements for depositing all funds received from persons mailing or delivering subscriptions for or orders to purchase Shares in the Offering with the Holding Company or another financial institution whose deposits are insured by the FDIC, on an interest-bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Holding Company’s or the Bank’s obligation to refund payments received from persons subscribing for or ordering Shares in the Offering in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The Holding Company will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Holding Company to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus.

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(u) The Holding Company will report the use of proceeds of the Offering in accordance with Rule 463 under the 1933 Act.

(v) The Holding Company will promptly take all necessary action to register as a savings and loan holding company under the HOLA.

(w) The Holding Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with FINRA Rule 2790.

(x) None of the Wolverine Parties will amend the Plan without notifying the Agent and the Agent’s counsel prior thereto.

(y) The Holding Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Holding Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.

(z) Prior to the Closing Date, the Holding Company will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(aa) The Holding Company will not deliver the Shares until the Wolverine Parties have satisfied or caused to be satisfied each condition set forth in Section 8 hereof, unless such condition is waived in writing by the Agent.

(bb) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the Wolverine Parties will have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the Wolverine Parties, taken as a whole.

(cc) Until the Closing Date, the Wolverine Parties will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the FDIC and the OTS.

(dd) The facts and representations provided to Luse Gorman Pomerenk & Schick, P.C. by the Wolverine Parties and upon which Luse Gorman Pomerenk & Schick, P.C. will base its opinion under Section 8(c)(1) are and will be truthful, accurate and complete.

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(ee) The Wolverine Parties will not distribute any offering material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration Statement and the Form AC and authorized for use by the Commission and the OTS. The information contained in any supplemental sales material (in addition to the supplemental sales material filed as an exhibit to the Registration Statement and the Form AC) shall not conflict with the information contained in the Registration Statement and the Prospectus.

(ff) The Holding Company will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all applicable rules, regulations, guidelines and interpretations promulgated thereunder by the Commission.

Section 7. Payment of Expenses. Whether or not the Conversion is completed or the sale of the Shares by the Holding Company is consummated, the Wolverine Parties jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in connection with all filings related to the Conversion with the FINRA; (b) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (c) subject to Section 2(d), all expenses of the Conversion, including but not limited to the Agent’s attorneys’ fees and expenses, blue sky fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Offering. In the event the Holding Company is unable to sell the minimum number of shares necessary to complete the Conversion or the Conversion is terminated or otherwise abandoned, the Wolverine Parties shall promptly reimburse the Agent in accordance with Section 2(d) hereof.

Section 8. Conditions to the Agent’s Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Wolverine Parties herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Wolverine Parties shall have performed all of its obligations hereunder to be performed on or before such dates, and to the following further conditions:

(a) At the Closing Date, the Wolverine Parties shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the OTS.

(b) The Registration Statement shall have been declared effective by the Commission and the Form AC and Holding Company Application shall have been approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with the Agent’s consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Wolverine Parties’ knowledge, threatened by the Commission, the OTS, the FDIC or any other state authority.

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(c) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Luse Gorman Pomerenk & Schick, P.C., special counsel for the Holding Company and the Bank, in form and substance as attached hereto as Exhibit C.

(d) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Kilpatrick Stockton LLP, special counsel for the Agent, in form and substance as attached hereto as Exhibit D.

(e) A blue sky memorandum from Luse Gorman Pomerenk & Schick, P.C. relating to the Offering, including Agent’s participation therein, shall have been furnished prior to the mailing of the Prospectus to the Holding Company with a copy thereof addressed to Agent or upon which Luse Gorman Pomerenk & Schick, P.C. shall state the Agent may rely. The blue sky memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares under applicable state securities law.

(f) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of each of the Wolverine Parties in form and substance reasonably satisfactory to the Agent’s Counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Wolverine Parties and the conditions set forth in this Section 8 have been satisfied; (iii) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Wolverine Parties independently, or of the Wolverine Parties considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Wolverine Parties complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date and will comply in all material respects with all obligations to be satisfied by them after the Closing Date; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the best knowledge of the Wolverine Parties, threatened by the Commission or any state authority; (vii) no order suspending the Conversion, the Offering or the use of the Prospectus has been issued and no proceedings for that purpose are pending or, to the best knowledge of the Wolverine Parties, threatened by the OTS or any state authority; and (viii) to the best knowledge of the Wolverine Parties, no person has sought to obtain review of the final action of the OTS approving the Conversion.

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(g) None of the Wolverine Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement, the General Disclosure Package and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect that is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(h) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial condition, results of operations or business of the Wolverine Parties considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) none of the Wolverine Parties shall have received from the OTS or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would affect the financial condition, results of operations or business of the Wolverine Parties taken as a whole; (iii) none of the Wolverine Parties shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the knowledge of the Wolverine Parties, threatened against the any of the Wolverine Parties or affecting any of their properties wherein an unfavorable decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the Wolverine Parties taken as a whole; and (v) the Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Wolverine Parties.

(i) Concurrently with the execution of this Agreement, the Agent shall receive a letter from BKD, LLP, dated as of the date hereof and addressed to the Agent: (i) confirming that BKD, LLP is a firm of independent registered public accountants within the applicable rules of the Public Bank Accounting Oversight Board (United States) and stating in effect that in its opinion the consolidated financial statements and related notes of the Bank as of December 31, 2009 and 2008, and for each of the years in the two-year period ended December 31, 2009, and covered by their opinion included in the Prospectus, and any other more recent unaudited financial statements included in the Prospectus comply as to form in all material respects with the applicable accounting

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requirements and related published rules and regulations of the OTS and the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the Public Bank Accounting Oversight Board (United States)) consisting of a reading of the latest available consolidated financial statements of the Bank prepared by the Bank, a reading of the minutes of the meetings of the Boards of Directors of each of the Wolverine Parties and consultations with officers of the Bank responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) the audited consolidated financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with the 1933 Act, applicable accounting requirements of the OTS and accounting principles generally accepted in the United States of America applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Prospectus; or (B) during the period from the date of the latest consolidated financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in long-term debt of the Bank, other than normal deposit fluctuations for the Bank; or (C) there was any decrease in the total assets, total loans, the allowance for loan losses, total deposits or total equity of the Bank at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus; and (iii) stating that, in addition to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (h), they have compared with the general accounting records of the Bank, which are subject to the internal controls of the Bank, the accounting system and other data prepared by the Bank, directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have found such amounts and percentages to be in agreement therewith (subject to rounding).

(j) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by BKD, LLP in the letter delivered by it pursuant to subsection (g) of this Section 8, the “specified date” referred to in clause (i) of subsection (h) to be a date specified in the letter required by this subsection (h) which for purposes of such letter shall not be more than three business days prior to the Closing Date.

(k) At the Closing Date, the Holding Company shall receive a letter from RP Financial, LC., dated the Closing Date (i) confirming that said firm is independent of the Wolverine Parties and is experienced and expert in the area of corporate appraisals within the meaning of Title 12 of the Code of Federal Regulations, Section 563b.200(b), (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects with the applicable requirements of Title 12 of the Code of Federal Regulations, and (iii) further stating that its opinion of the aggregate pro forma market value of the Holding Company including the Bank, as most recently updated, remains in effect.

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(l) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from the OTS approving the Form AC, the Holding Company Application and authorizing the use of the Prospectus; (ii) a copy of the order from the Commission declaring the Registration Statement effective; (iii) certificates from the OTS evidencing the valid existence of the Holding Company and the Bank; (iv) a certificate from the FDIC evidencing the Bank’s insurance of accounts; (v) a certificate from the FHLB-Indianapolis evidencing the Bank’s membership therein; and (vi) such other documents and certificates as the Agent may reasonably request.

(m) Subsequent to the date hereof, there shall not have occurred any of the following; (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or in the over-the-counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or the Nasdaq Stock Market or by order of the Commission or any other governmental authority; (ii) a general moratorium on the operations of commercial banks, or federal savings and loan associations or a general moratorium on the withdrawal of deposits from commercial banks or federal savings and loan associations declared by federal or state authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war or a material decline in the price of equity or debt securities, if the effect of such declaration or decline, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(n) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Wolverine Parties in connection with the sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent or its counsel.

(o) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent or to counsel for the Agent. Any certificate signed by an officer of any of the Wolverine Parties and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by such Wolverine Party to the Agent as to the statements made therein.

Section 9. Indemnification.

(a) The Holding Company and the Bank jointly and severally agree to indemnify and hold harmless the Agent, its officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent or any of them may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise, and to

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promptly reimburse the Agent and any such persons upon written demand for any expense (including all fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer Represented General Free Writing Prospectus, preliminary or final Prospectus (or any amendment or supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application (or any amendment or supplement thereto) or any instrument or document executed by the Wolverine Parties or based upon written information supplied by the Holding Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Wolverine Parties as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the securities laws thereof (collectively, the “Blue Sky Application”), or any document, advertisement, oral statement or communication (“Sales Information”) prepared, made or executed by or on behalf of the Wolverine Parties with its consent and based upon written or oral information furnished by or on behalf of the Wolverine Parties, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer–Represented General Free Writing Prospectus, the Form AC (or any amendment or supplement thereto) the Holding Company Application (or any amendment or supplement thereto), any Blue Sky Application or Sales Information or other documentation distributed in connection with the Conversion; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer-Represented General Free Writing Prospectus, the Form AC, the Holding Company Application, any Blue Sky Application or Sales Information made in reliance upon and in conformity with information furnished in writing to the Holding Company, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Holding Company, by the Agent regarding the Agent is set forth in the Prospectus in the first sentence of the second paragraph under the caption “The Conversion; Plan of Distribution—Marketing and Distribution; Compensation”; and, provided further, that such indemnification shall be limited to the extent prohibited by the Commission, the OTS, the FDIC and the Board of Governors of the Federal Reserve System.

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(b) The Agent agrees to indemnify and hold harmless the Wolverine Parties, their directors and officers and each person, if any, who controls the Holding Company or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Wolverine Parties, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application, the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application, or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent’s obligations under this Section 9(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application, any Blue Sky Application or Sales Information in reliance upon and in conformity with information furnished in writing to the Holding Company or the Bank, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Holding Company or the Bank, by the Agent regarding the Agent is set forth in the Prospectus in the first sentence of the second paragraph under the caption “The Conversion; Plan of Distribution-Marketing and Distribution; Compensation.”

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 9 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other

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indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.

Section 10. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 9 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Wolverine Parties or the Agent, the Wolverine Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding, but after deducting any contribution received by the Wolverine Parties or the Agent from persons other than the other parties thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Holding Company from the sale of the Shares in the Offering, and the Wolverine Parties shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Wolverine Parties on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereto), but also the relative benefits received by the Wolverine Parties on the one hand and the Agent on the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Wolverine Parties on the one hand or the Agent on the other and the parties’ relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Wolverine Parties and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro-rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding reimbursable

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expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent’s liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Wolverine Parties under this Section 10 and under Section 9 shall be in addition to any liability which the Holding Company and the Agent may otherwise have. For purposes of this Section 10, each of the Agent’s and the Wolverine Parties’ officers and directors and each person, if any, who controls the Agent or any of the Wolverine Parties within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent on the one hand, or, the Wolverine Parties on the other hand. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 10.

Section 11. Termination. The Agent may terminate this Agreement by giving the notice indicated below in Section 12 at any time after this Agreement becomes effective as follows:

(a) If any domestic or international event or act or occurrence has materially disrupted the United States securities markets such as to make it, in the Agent’s reasonable opinion, impracticable to proceed with the offering of the Shares; or if trading on the NYSE shall have suspended (except that this shall not apply to the imposition of NYSE trading collars imposed on program trading); or if the United States shall have become involved in a war or major hostilities; or if a general banking moratorium has been declared by a state or federal authority which has a material effect on the Wolverine Parties on a consolidated basis; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if there shall have been a material adverse change in the financial condition, results of operations or business of any of the Wolverine Parties, or if any of the Wolverine Parties shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not said loss shall have been insured; or, if there shall have been a material adverse change in the financial condition, results of operations or business of the Wolverine Parties taken as a whole.

(b) In the event the Holding Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the Conversion Regulations, and applicable law, this Agreement shall terminate upon refund by the Holding Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2(a) and (d), 6, 8 and 9 hereof.

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(c) If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and all of the Agent’s obligations hereunder may be cancelled by the Agent by notifying the Holding Company of such cancellation in writing or by telegram at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2(a), 2(d), 6, 8 and 9 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the Holding Company and the Bank shall be notified promptly by telephone or telegram, confirmed by letter.

Any of the Wolverine Parties may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or covenants contained in Section 5 and such breach has not been cured within a reasonable time period after the Wolverine Party has provided the Agent with notice of such breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 12. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., 10 South Wacker Drive, Investment Banking Suite 3400, Chicago, Illinois 60606, Attention: Harold T. Hanley, III (with a copy to Kilpatrick Stockton LLP, 607 14th Street, N.W., Suite 900, Washington, D.C. 20005, Attention: Lori M. Beresford, Esq.) and, if sent to the Holding Company or the Bank, shall be mailed, delivered or telegraphed and confirmed to the Bank at 5710 Eastman Ave., Midland, Michigan 48640, Attention: David H. Dunn (with a copy to Luse Gorman Pomerenk & Schick, P.C., 5335 Wisconsin Avenue, N.W., Suite 780, Washington, D.C. 20015, Attention: Eric Luse, Esq.).

Section 13. Parties. The Wolverine Parties shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Wolverine Parties, when the same shall have been given by the undersigned or any other officer of any of the Wolverine Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the Wolverine Parties and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

Section 14. Closing. The closing for the sale of the Shares (the “Closing”) shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the Holding Company and the Bank. At the Closing, the Wolverine Parties shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 2 and 7 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus.

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Section 15. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 16. Governing Law and Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

Section 17. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

Section 18. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Section 19. Survival. The respective indemnities, agreements, representations, warranties and other statements of the Wolverine Parties and the Agent, as set forth in this Agreement, shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation (or any statement as to the results thereof) made by or on behalf of the Agent or any of the Agent’s officers or directors or any person controlling the Agent, or the Wolverine Parties, or any of their respective officers or directors or any person controlling the Wolverine Parties, and shall survive termination of this Agreement and receipt or delivery of any payment for the Shares.

Section 20. Waiver of Trial by Jury. Each of the Agent and the Wolverine Parties waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based on contract, tort or otherwise) related to or arising out of this Agreement.

This agreement is made solely for the benefit of and will be binding upon the parties hereto and their respective successors and the directors, officer and controlling persons and no other person will have any right or obligation hereunder.

[Remainder of page intentionally blank]

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If the foregoing correctly sets forth the arrangement among the Wolverine Parties and the Agent, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and the Agent’s acceptance shall constitute a binding agreement.

Very truly yours,

WOLVERINE BANK	WOLVERINE BANCORP, INC.
By Its Authorized Representative:	By Its Authorized Representative:
David H. Dunn	David H. Dunn
President	President
Accepted as of the date first above written
KEEFE, BRUYETTE & WOODS, INC.
By its Authorized Representative
Managing Director

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EX-2

Exhibit 2

PLAN OF CONVERSION

OF

WOLVERINE BANK

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	DEFINITIONS	1
3.	PROCEDURES FOR CONVERSION	5
4.	HOLDING COMPANY APPLICATIONS AND APPROVALS	7
5.	SALE OF SUBSCRIPTION SHARES	7
6.	PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES	8
7.	RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY	8
8.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)	9
9.	SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)	9
10.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)	10
11.	SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)	10
12.	COMMUNITY OFFERING	11
13.	SYNDICATED COMMUNITY OFFERING	11
14.	LIMITATION ON PURCHASES	12
15.	PAYMENT FOR SUBSCRIPTION SHARES	13
16.	MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS	14
17.	UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT	15
18.	RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES	15
19.	ESTABLISHMENT OF LIQUIDATION ACCOUNT	16
20.	VOTING RIGHTS OF STOCKHOLDERS	17
21.	RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION	17
22.	REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION	18
23.	TRANSFER OF DEPOSIT ACCOUNTS	18
24.	REGISTRATION AND MARKETING	18
25.	TAX RULINGS OR OPINIONS	18
26.	STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS	19
27.	RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY	19
28.	PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK	20
29.	CONSUMMATION OF CONVERSION AND EFFECTIVE DATE	20
30.	EXPENSES OF CONVERSION	21
31.	AMENDMENT OR TERMINATION OF PLAN	21
32.	CONDITIONS TO CONVERSION	21
33.	INTERPRETATION	21

(i)

PLAN OF CONVERSION OF

WOLVERINE BANK

1. INTRODUCTION

This Plan of Conversion (this “Plan”) provides for the conversion of Wolverine Bank, a federal mutual savings bank headquartered in Midland, Michigan (the “Bank”), into the capital stock form of organization. A new stock holding company (the “Holding Company”) will be established as part of the Conversion and will issue Common Stock in the Conversion. The purpose of the Conversion is to convert the Bank to the capital stock form of organization and to raise capital in the Offering. The Holding Company will offer its Common Stock in the Offering upon the terms and conditions set forth herein. The subscription rights granted to Participants in the Subscription Offering are set forth in Sections 8 through 11 hereof. All sales of Common Stock in the Community Offering or the Syndicated Community Offering will be at the sole discretion of the Board of Directors of the Bank and the Holding Company. The Conversion will have no impact on depositors, borrowers or customers of the Bank. After the Conversion, the Bank’s insured deposits will continue to be insured by the FDIC to the fullest extent provided by applicable law.

This Plan has been approved by the Board of Directors of the Bank. This Plan also must be approved by a majority of the total number of votes entitled to be cast by Voting Members of the Bank at a Special Meeting of Members to be called for that purpose. The OTS must approve this Plan before it is presented to Voting Members for their approval.

2. DEFINITIONS

For the purposes of this Plan, the following terms have the following respective meanings:

Account Holder – Any Person holding a Deposit Account in the Bank.

Acting in Concert – The term Acting in Concert means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company that is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Affiliate – Any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person.

Appraised Value Range – The range of the estimated consolidated pro forma market value of the Holding Company, which shall also be equal to the estimated pro forma market value of the total number of Subscription Shares to be issued in the Conversion, as determined by the Independent Appraiser prior to the Subscription Offering and as it may be amended from time to time thereafter. The maximum and minimum of the Appraised Value Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Appraised Value Range. The maximum of the Appraisal Value Range may be adjusted by up to 15% subsequent to the commencement of the Subscription Offering to reflect changes in market or financial conditions or demand for the Common Stock.

Associate – The term Associate when used to indicate a relationship with any person, means (i) any corporation or organization (other than the Holding Company, the Bank or a majority-owned subsidiary of the Bank) if the person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes of this Plan relating to subscriptions in the Offering and the sale of Subscription Shares following the Conversion, a person who has a substantial beneficial interest in any Non-Tax-Qualified Employee Stock Benefit Plan or any Tax-Qualified Employee Stock Benefit Plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that, for purposes of aggregating total shares that may be held by Officers and Directors, the term “Associate” does not include any Tax-Qualified Employee Stock Benefit Plan, and (iii) any person who is related by blood or marriage to such person and who lives in the same home as such person or who is a Director or Officer of the Bank or the Holding Company, or any of their parents or subsidiaries.

Bank – Wolverine Bank, Midland, Michigan in its mutual or stock form as indicated by the context, and any successor thereto.

Common Stock – The common stock, par value $0.01 per share, of the Holding Company.

Community – The Michigan counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola.

Community Offering – The offering for sale to certain members of the general public directly by the Holding Company of shares not subscribed for in the Subscription Offering.

Control – (including the terms “controlling,” “controlled by,” and “under common control with”) means the direct or indirect power to direct or exercise a controlling influence over the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise as described in 12 C.F.R. Part 574.

Conversion – The conversion of the Bank to stock form pursuant to this Plan, and all steps incident or necessary thereto, including the Offering.

Deposit Account – Any withdrawable account, including, without limitation, savings, time, demand, NOW accounts, money market, certificate and passbook accounts.

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Director – A member of the Board of Directors of the Bank or the Holding Company, as appropriate in the context.

Eligible Account Holder – Any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining subscription rights and establishing subaccount balances in the Liquidation Account.

Eligibility Record Date – The date for determining Eligible Account Holders of the Bank, which is June 30, 2009.

Employees – All Persons who are employed by the Bank or the Holding Company.

Employee Plans – Any one or more Tax-Qualified Employee Stock Benefit Plans of the Bank or the Holding Company, including any ESOP and 401(k) Plan.

ESOP – The Bank’s Employee Stock Ownership Plan and related trust.

FDIC – The Federal Deposit Insurance Corporation.

Holding Company – The corporation formed for the purpose of acquiring all of the shares of capital stock of the Bank in connection with the Conversion. Shares of Common Stock of the Holding Company will be issued in the Conversion to Participants and others in the Offering.

Independent Appraiser – The appraiser retained by the Holding Company and the Bank to prepare an appraisal of the pro forma market value of the Subscription Shares.

Liquidation Account – The interest in the Bank received by Eligible Account Holders and Supplemental Eligible Account Holders upon completion of the Conversion in exchange for their interest in the Bank in mutual form immediately prior to the Conversion.

Member – Any Person or entity that qualifies as a member of the Bank pursuant to its charter and bylaws.

Offering – The offering and issuance, pursuant to this Plan, of Common Stock in a Subscription Offering, Community Offering or Syndicated Community Offering, as the case may be.

Offering Range – The range of the number of shares of Company Stock offered for sale in the Offering. The Offering Range shall be equal to the Appraised Value Range divided by the Subscription Price. The maximum and minimum of the Offering Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Offering Range.

Officer – An executive officer of the Bank or the Holding Company, as appropriate in the context, which includes the Chief Executive Officer, President, Senior Vice Presidents, Executive Vice Presidents in charge of principal business functions, Secretary and Controller and any Person performing functions similar to those performed by the foregoing persons.

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Order Form – Any form (together with any cover letter and acknowledgment) sent to any Participant or Person containing, among other things, a description of the alternatives available to such Person under this Plan and by which any such Person may make elections regarding subscriptions for Subscription Shares.

Other Member – Any person holding a Deposit Account with a positive balance on the Voting Record Date who is not an Eligible Account Holder or Supplemental Eligible Account Holder, or any borrower who qualifies as a Voting Member.

OTS – The Office of Thrift Supervision, a division of the United States Department of Treasury.

Participant – Any Eligible Account Holder, Employee Plan, Supplemental Eligible Account Holder, or Other Member.

Person – An individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust, an unincorporated organization, or a government or political subdivision of a government.

Plan – This Plan of Conversion of the Bank as it exists on the date hereof and as it may hereafter be amended in accordance with its terms.

Prospectus – The one or more documents used in offering the Subscription Shares.

Qualifying Deposit – The aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50, and (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.

Resident – Any Person who occupies a dwelling within the Community, has a present intent to remain within the Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Community together with an indication that such presence within the Community is something other than merely transitory in nature. To the extent the person is a corporation or other business entity, to be a resident, the principal place of business or headquarters of the corporation or business entity must be in the Community. To the extent a person is a personal benefit plan, the circumstances of the beneficiary shall apply with respect to this definition. In the case of all other benefit plans, circumstances of the trustee shall be examined for purposes of this definition. The Bank may utilize deposit or loan records or such other evidence provided to it to make a determination as to whether a person is a resident. In all cases, however, such a determination shall be in the sole discretion of the Bank. A Participant must be a “Resident” for purposes of determining whether such person “resides” in the Community as such term is used in this Plan.

SEC – The Securities and Exchange Commission.

Special Meeting of Members – The special meeting of Voting Members and any adjournments thereof held to consider and vote upon this Plan.

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Subscription Offering – The offering of Subscription Shares to Participants.

Subscription Price – The price per Subscription Share to be paid by Participants and others in the Offering. The Subscription Price will be determined by the Board of Directors of the Holding Company and fixed prior to the commencement of the Subscription Offering.

Subscription Shares – Shares of Common Stock offered for sale in the Offering.

Supplemental Eligible Account Holder – Any Person, other than Directors and Officers of the Bank and the Holding Company and their Associates, holding a Qualifying Deposit on the Supplemental Eligibility Record Date, who is not an Eligible Account Holder.

Supplemental Eligibility Record Date – The date for determining Supplemental Eligible Account Holders, which shall be the last day of the calendar quarter preceding OTS approval of the application for conversion.

Syndicated Community Offering – The offering of Subscription Shares, at the sole discretion of the Holding Company, following the Subscription and Community Offerings through a syndicate of broker-dealers.

Tax-Qualified Employee Stock Benefit Plan – Any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Internal Revenue Code of 1986, as amended. The Bank may make scheduled discretionary contributions to a tax-qualified employee stock benefit plan, provided such contributions do not cause the Bank to fail to meet its regulatory capital requirements. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution plan that is not so qualified.

Voting Member – Any Person who at the close of business on the Voting Record Date is entitled to vote as a Member of the Bank pursuant to its charter and bylaws.

Voting Record Date – The date fixed by the Directors for determining eligibility to vote at the Special Meeting of Members.

3. PROCEDURES FOR CONVERSION

A. After approval of this Plan by the Board of Directors of the Bank, this Plan together with all other requisite material shall be submitted to the OTS for approval. Notice of the adoption of this Plan by the Board of Directors of the Bank and the submission of this Plan to the OTS for approval will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of this Plan will be made available at each office of the Bank for inspection by Members. The Bank also will publish a notice of the filing with the OTS of an application to convert in accordance with the provisions of this Plan and as required by applicable regulation.

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B. Promptly following approval by the OTS, this Plan will be submitted to a vote of the Voting Members at the Special Meeting of Members. The Bank will mail to all Voting Members, at their last known address appearing on the records of the Bank, a proxy statement in either long or summary form describing this Plan, which will be submitted to a vote of Voting Members at the Special Meeting of Members. The Holding Company also will mail to all Participants a Prospectus and Order Form for the purchase of Subscription Shares, subject to other provisions of this Plan. In addition, all Participants will receive, or be given the opportunity to request, a copy of this Plan. Upon approval of this Plan by a majority of the total number of votes entitled to be cast by Voting Members, the Holding Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion and the Offering. The Conversion must be completed within 24 months of the approval of this Plan by Voting Members, unless a longer time period is permitted by governing laws and regulations.

C. The Conversion will be effected as follows, or in any other manner that is consistent with the purposes of this Plan and applicable laws and regulations: (1) the Bank will convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from mutual to stock form, for at least 50% of the net proceeds of the Offering; and (3) the Holding Company will issue the Common Stock in the Offering as provided in this Plan. Each of the steps set forth below shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to this Plan, the intent of the Board of Directors of the Holding Company and the Board of Directors of the Bank, and applicable federal and state regulations and policy. Approval of this Plan by Voting Members also shall constitute approval of each of the transactions necessary to implement this Plan.

The Board of Directors of the Bank may determine for any reason at any time prior to the issuance of the Subscription Shares not to utilize a holding company form of organization in the Conversion. If the Board of Directors determines not to complete the Conversion utilizing a holding company form of organization, the stock of the Bank will be issued and sold in accordance with this Plan. In such case, the Holding Company’s registration statement will be withdrawn from the SEC, the Bank will take steps necessary to complete the Conversion, including filing any necessary documents with the OTS and will issue and sell the Subscription Shares in accordance with this Plan. In such event, any subscriptions or orders received for Subscription Shares of the Holding Company shall be deemed to be subscriptions or orders for common stock of the Bank, and the Bank shall take such steps as permitted or required by the OTS and the SEC.

D. The Holding Company will register the issuance of the Subscription Shares with the SEC and any appropriate state securities authorities.

E. Upon completion of the Conversion, the legal existence of the Bank will not terminate but the stock Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The stock Bank will have, hold, and enjoy the same in its own right as fully and to the

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same extent as the same was possessed, held and enjoyed by the mutual Bank. At the effective time of the Conversion, the stock Bank will continue to have and succeed to all the rights, obligations and relations of the mutual Bank. All pending actions and other judicial or administrative proceedings to which the Bank was a party will not be discontinued by reason of the Conversion, but may be prosecuted to final judgment or order in the same manner as if the Conversion had not been made and the stock Bank resulting from the Conversion may continue the actions in its name notwithstanding the Conversion. Upon completion of the Conversion, each Person having a Deposit Account at the Bank prior to the Conversion will continue to have a Deposit Account, without further payment therefor, in the same amount and subject to the same terms and conditions (except for Liquidation Rights) as in effect prior to the Conversion. All of the Bank’s insured Deposit Accounts will continue to be insured by the FDIC to the extent provided by applicable law.

F. The home office and branch offices of the Bank will be unaffected by the Conversion. The executive offices of the Holding Company will be located at the current offices of the Bank.

4. HOLDING COMPANY APPLICATIONS AND APPROVALS

The Boards of Directors of the Holding Company and the Bank will take all necessary steps to convert the Bank to stock form, form the Holding Company and complete the Offering. The Holding Company will make timely applications to the OTS and filings with the SEC for any requisite regulatory approvals to complete the Conversion.

5. SALE OF SUBSCRIPTION SHARES

The Subscription Shares will be offered simultaneously in the Subscription Offering to the Participants in the respective priorities set forth in this Plan. The Subscription Offering may begin as early as the mailing of the Proxy Statement for the Special Meeting of Members. The Common Stock will not be insured by the FDIC or any government agency. The Bank will not extend credit to any Person to purchase shares of Common Stock.

Any shares of Common Stock for which subscriptions have not been received in the Subscription Offering may be issued in the Community Offering. The Subscription Offering may begin prior to the Special Meeting of Members and, in that event, the Community Offering also may begin prior to the Special Meeting of Members. The offer and sale of Common Stock prior to the Special Meeting of Members, however, is subject to the approval of this Plan by Voting Members.

If feasible, any shares of Common Stock remaining after the Subscription Offering, and the Community Offering should one be conducted, will be sold in a Syndicated Community Offering or in any manner that will achieve the widest distribution of the Common Stock. The Syndicated Community Offering may be conducted in addition to, or instead of, a Community Offering. The issuance of Common Stock in any Subscription Offering and any Community Offering will be consummated simultaneously on the date the sale of Common Stock in the Syndicated Community Offering is consummated and only if the required minimum number of shares of Common Stock has been issued.

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6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES

The total number of shares, or a range thereof, of Subscription Shares to be offered for sale in the Offering will be determined jointly by the Boards of Directors of the Bank and the Holding Company immediately prior to the commencement of the Subscription and Community Offerings, and will be based on the Appraised Value Range and the Subscription Price. The Offering Range will be equal to the Appraised Value Range divided by the Subscription Price. The estimated pro forma consolidated market value of the Holding Company will be subject to adjustment within the Appraised Value Range if necessitated by market or financial conditions, with the receipt of any required approvals of the OTS, and the maximum of the Appraised Value Range may be increased by up to 15% subsequent to the commencement of the Subscription Offering to reflect changes in market and financial conditions or demand for the shares. The number of Subscription Shares issued in the Offering will be equal to the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price.

In the event that the Subscription Price multiplied by the number of Subscription Shares to be issued in the Offering is below the minimum of the Appraised Value Range, or materially above the maximum of the Appraised Value Range, a resolicitation of purchasers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range will not be deemed material so as to require a resolicitation. Any such resolicitation shall be effected in such manner and within such time as the Bank and the Holding Company shall establish, if all required regulatory approvals are obtained.

Notwithstanding the foregoing, Subscription Shares will not be issued unless, prior to the consummation of the Offering, the Independent Appraiser confirms to the Bank, the Holding Company, and the OTS, that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of Subscription Shares issued in the Offering multiplied by the Subscription Price is incompatible with its estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, extend, reopen or hold a new Offering, or take such other action as the OTS may permit.

The Common Stock to be issued in the Offering shall be fully paid and non-assessable.

7. RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY

The Holding Company may retain up to 50% of the net proceeds of the Offering. The Offering proceeds will provide additional capital to the Holding Company and the Bank for future growth of the Bank’s assets, products and services in a highly competitive and regulated financial services environment and would facilitate the continued expansion through acquisitions of financial service organizations, continued diversification into other related businesses and for other business and investment purposes, including the possible payment of dividends and possible future repurchases of the Common Stock as permitted by applicable federal and state regulations and policy. Following the Conversion, the Bank may distribute additional capital to the Holding Company from time to time, subject to the OTS regulations governing capital distributions.

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8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)

A. Each Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $350,000 of Common Stock, 0.10% of the total number of shares of Common Stock issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders, in each case on the Eligibility Record Date, subject to the provisions of Section 14.

B. In the event that Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Eligible Account Holders so as to permit each subscribing Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which such Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

C. Subscription rights as Eligible Account Holders received by Directors and Officers and their Associates that are based on increased deposits made by such persons during the 12 months preceding the Eligibility Record Date shall be subordinated to the subscription rights of all other Eligible Account Holders, except as permitted by the OTS.

9. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)

The Employee Plans of the Holding Company and the Bank shall have subscription rights to purchase in the aggregate up to 10% of the Subscription Shares issued in the Offering, including any Subscription Shares to be issued as a result of an increase in the maximum of the Offering Range after commencement of the Subscription Offering and prior to completion of the Offering. Consistent with applicable laws and regulations and practices and policies, the Employee Plans may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution to exercise such subscription rights, and the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Holding Company or the Bank to fail to meet any applicable regulatory capital requirements. The Employee Plans shall not be deemed to be Associates or Affiliates of or Persons Acting in Concert with any Director or Officer of the Holding Company or the Bank. Alternatively, if permitted by the OTS, the Employee Plans may purchase all or a portion of such shares in the open market.

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10. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)

A. Each Supplemental Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $350,000 of Common Stock, 0.10% of the total number of shares of Common Stock issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Supplemental Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders, in each case on the Supplemental Eligibility Record Date, subject to the availability of sufficient shares after filling in full all subscription orders of the Eligible Account Holders and Employee Plans and to the purchase limitations specified in Section 14.

B. In the event that Supplemental Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Supplemental Eligible Account Holders so as to permit each such subscribing Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Supplemental Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each such Supplemental Eligible Account Holder bears to the total amount of the Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

11. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)

A. Each Other Member shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $350,000 of Common Stock or 0.10% of the total number of shares of Common Stock issued in the Offering, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders and to the purchase limitations specified in Section 14.

B. In the event that such Other Members subscribe for a number of Subscription Shares which, when added to the Subscription Shares subscribed for by the Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of Subscription Shares to be issued, the available shares will be allocated to Other

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Members so as to permit each such subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Other Member has subscribed. Any remaining shares will be allocated among the subscribing Other Members whose subscriptions remain unsatisfied in the proportion that the amount of the subscription of each such Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.

12. COMMUNITY OFFERING

Any shares of Common Stock for which subscriptions have not been received in the Subscription Offering may be offered for sale in the Community Offering through a direct community marketing program that may use a broker, dealer, consultant or investment banking firm experienced and expert in the sale of savings institutions securities. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. In the event orders for Common Stock in the Community Offering exceed the number of shares available for sale, shares may be allocated (to the extent shares remain available) first to cover orders of natural persons residing in the Community, next to cover orders of other Persons residing in the Community, and thereafter to cover orders of other members of the general public, so that each Person in such category of the Community Offering may receive the lesser of 100 shares or the number of shares they ordered. In connection with the allocation, orders received for shares in the Community Offering will be filled up to a maximum of 2% of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. The Holding Company will use its best efforts consistent with this Plan to distribute Common Stock sold in the Community Offering in such a manner as to promote the widest distribution practicable of such stock. The Holding Company reserves the right to reject any or all orders in whole or in part, which are received in the Community Offering. Any Person may purchase up to $350,000 of Common Stock in the Community Offering, subject to the purchase limitations specified in Section 14.

13. SYNDICATED COMMUNITY OFFERING

If feasible, any shares of Common Stock remaining unsold in the Subscription Offering or the Community Offering may be offered for sale in a Syndicated Community, subject to such terms, conditions and procedures as may be determined by the Holding Company, in a manner that will achieve the widest distribution of the Common Stock, subject to the right of the Holding Company to accept or reject in whole or in part any subscriptions in the Syndicated Community Offering. In the Syndicated Community Offering, any Person may purchase up to $350,000 of Common Stock, subject to the purchase limitations specified in Section 14. Unless otherwise approved by the OTS, orders received for shares in a Syndicated Community Offering will first be filled up to a maximum of 2% of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order.

Provided that the Subscription Offering has begun, the Holding Company may begin the Syndicated Community Offering at any time, provided that the completion of the offer and sale of the Common Stock will be conditioned upon the approval of this Plan by Voting Members. If the Syndicated Community Offering does not begin pursuant to the provisions of the preceding sentence, such offering will begin as soon as practicable following the date upon which the Subscription and Community Offerings terminate.

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If for any reason a Syndicated Community Offering of shares of Common Stock not sold in the Subscription and Community Offerings cannot be effected, or in the event that any insignificant residue of shares of Common Stock is not sold in the Subscription and Community Offerings or in any Syndicated Community Offering, if possible, the Holding Company will make other arrangements for the disposition of unsubscribed shares aggregating at least the minimum of the Offering Range. Such other purchase arrangements will be subject to receipt of any required approval of the OTS.

14. LIMITATION ON PURCHASES

The following limitations shall apply to all purchases and issuances of shares of Subscription Shares:

A. The maximum number of shares of Common Stock that may be subscribed for or purchased in all categories in the Offering by (1) any Person or Participant, or any group of Persons or Participants acting through a single Deposit Account, is $350,000 of Common Stock, or (2) any Person or Participant together with any Associate or group of Persons Acting in Concert is $500,000 of Common Stock, except that the Employee Plans may subscribe for up to 10% of the Holding Company Common Stock sold in the Offering (including shares sold in the Offering in the event of an increase in the maximum of the Offering Range of 15%).

B. The maximum number of shares of Common Stock that may be issued to or purchased in all categories of the Offering by Officers and Directors and their Associates in the aggregate, shall not exceed 29% of the shares of Common Stock issued in the Offering.

C. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of Common Stock purchased times the price per share exceeds $500, then such minimum purchase requirement will be reduced to such number of shares which when multiplied by the price per share will not exceed $500, as determined by the Board.

If the number of shares of Common Stock otherwise allocable pursuant to Sections 8 through 13, inclusive, to any Person or that Person’s Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such person will be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person’s Associates will be reduced so that the aggregate allocation to that Person and his or her Associates complies with the above limits.

Depending upon market or financial conditions, the Board of Directors of the Holding Company, with the receipt of any required approvals of the OTS and without further approval of Voting Members, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the shares issued in the Offering except as provided below. If the Holding Company increases the

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maximum purchase limitations, the Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount in the Subscription Offering and may, in the sole discretion of the Holding Company, resolicit certain other large subscribers. In the event that the maximum purchase limitation is increased to 5% of the shares issued in the Offering, such limitation may be further increased to 9.99%, provided that orders for Common Stock exceeding 5% of the shares of Common Stock issued in the Offering shall not exceed in the aggregate 10% of the total shares of Common Stock issued in the Offering. Requests to purchase additional Subscription Shares in the event that the purchase limitation is so increased will be determined by the Board of Directors of the Holding Company in its sole discretion.

In the event of an increase in the total number of shares offered in the Subscription Offering due to an increase in the maximum of the Offering Range of up to 15% (the “Adjusted Maximum”), the additional shares will be used to fill the Employee Plans orders and then will be allocated in accordance with the priorities set forth in this Plan.

For purposes of this Section 14, (i) Directors, Officers and employees of the Bank and the Holding Company shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors, Officers and employees of the Bank or the Holding Company, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in paragraphs A. and B. of this Section 14, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended, shall be aggregated and included in that individual’s purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

Each Person purchasing Common Stock in the Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.

15. PAYMENT FOR SUBSCRIPTION SHARES

All payments for Common Stock subscribed for in the Subscription Offering and Community Offering must be delivered in full to the Bank or Holding Company, together with a properly completed and executed Order Form, on or prior to the expiration date of the Offering; provided, however, that if the Employee Plans subscribe for shares in the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock subscribed for by such plans at the Subscription Price upon consummation of the Offering. Subscription funds will be held in a segregated account at the Bank.

Payment for Common Stock subscribed for shall be made by personal check, money order or bank draft. Alternatively, subscribers in the Subscription and Community Offerings may pay for the shares for which they have subscribed by authorizing the Bank on the Order Form to make a withdrawal from the designated types of Deposit Accounts at the Bank in an amount equal to the aggregate Subscription Price of such shares. Such authorized withdrawal shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a

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certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber’s Deposit Account but may not be used by the subscriber during the Subscription and Community Offerings. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Subscription Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest on funds received in cash, check or money order will be paid by the Bank at not less than the passbook rate on payments for Common Stock. Such interest will be paid from the date payment is processed by the Bank until consummation or termination of the Offering. If for any reason the Offering is not consummated, all payments made by subscribers in the Subscription and Community Offerings will be refunded to them with interest. In case of amounts authorized for withdrawal from Deposit Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Offering, and therefore, will not do so.

16. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS

As soon as practicable after the Prospectus prepared by the Holding Company and the Bank has been declared effective by the SEC, Order Forms will be distributed to the Eligible Account Holders, Employee Plans, Supplemental Eligible Account Holders and Other Members at their last known addresses appearing on the records of the Bank for the purpose of subscribing for shares of Common Stock in the Subscription Offering and will be made available for use by those Persons to whom a Prospectus is delivered.

Each Order Form will be preceded or accompanied by a prospectus describing the Holding Company, the Bank, the Common Stock and the Offering. Each Order Form will contain, among other things, the following:

A. A specified date by which all Order Forms must be received by the Bank or the Holding Company, which date shall be not less than 20 days nor more than 45 days following the date on which the Order Forms and Prospectuses are first mailed to Participants, and which date will constitute the termination of the Subscription Offering unless extended;

B. The Subscription Price per share for shares of Common Stock to be sold in the Offering;

C. A description of the minimum and maximum number of Subscription Shares that may be subscribed for pursuant to the exercise of subscription rights or otherwise purchased in the Subscription and Community Offering;

D. Instructions as to how the recipient of the Order Form is to indicate thereon the number of Subscription Shares for which such person elects to subscribe and the available alternative methods of payment therefor;

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E. An acknowledgment that the recipient of the Order Form has received a final copy of the prospectus prior to execution of the Order Form;

F. A statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Holding Company within the subscription period such properly completed and executed Order Form, together with payment in the full amount of the aggregate purchase price as specified in the Order Form for the shares of Common Stock for which the recipient elects to subscribe in the Subscription Offering (or by authorizing on the Order Form that the Bank withdraw said amount from the subscriber’s Deposit Account at the Bank); and

G. A statement to the effect that the executed Order Form, once received by the Holding Company, may not be modified or amended by the subscriber without the consent of the Holding Company.

Notwithstanding the above, the Holding Company reserves the right in its sole discretion to accept or reject orders received on photocopied or facsimilied order forms.

17. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT

In the event Order Forms (a) are not delivered by the United States Postal Service, (b) are not received back by the Holding Company or are received by the Holding Company after the expiration date specified thereon, (c) are defectively filled out or executed, (d) are not accompanied by the full required payment for the shares of Common Stock subscribed for (including cases in which deposit accounts from which withdrawals are authorized are insufficient to cover the amount of the required payment), or (e) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the subscription rights of the Participant to whom such rights have been granted will lapse as though such Participant failed to return the completed Order Form within the time period specified thereon; provided, however, that the Holding Company may, but will not be required to, waive any immaterial irregularity on any Order Form or require the submission of corrected Order Forms or the remittance of full payment for subscribed shares by such date as the Holding Company may specify. The interpretation of the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the OTS.

18. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES

The Holding Company will make reasonable efforts to comply with the securities laws of all States in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase shares of Common Stock in the Subscription Offering if such Person resides in a foreign country; or in a State of the United States with respect to which any of the following apply: (A) a small number of Persons otherwise eligible to subscribe for shares under this Plan reside in such state; (B) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Holding Company under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; and (C) such registration or qualification would be impracticable for reasons of cost or otherwise.

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19. ESTABLISHMENT OF LIQUIDATION ACCOUNT

The Bank shall establish at the time of the Conversion, a Liquidation Account in an amount equal to the Bank’s total equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Offering. Following the Conversion, the Liquidation Account will be maintained by the Bank for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to his Deposit Account, hold a related inchoate interest in a portion of the Liquidation Account balance, in relation to his Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, respectively, or to such balance as it may be subsequently reduced, as hereinafter provided.

In the unlikely event of a complete liquidation of the Bank (and only in such event), following all liquidation payments to creditors (including those to Account Holders to the extent of their Deposit Accounts) each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidating distribution from the Liquidation Account, in the amount of the then adjusted subaccount balance for his Deposit Account then held, before any liquidation distribution may be made to any holders of the Bank’s capital stock. No merger, consolidation, purchase of bulk assets with assumption of Deposit Accounts and other liabilities, or similar transactions with an FDIC-insured institution, in which the Bank is not the surviving institution, shall be deemed to be a complete liquidation for this purpose. In such transactions, the Liquidation Account shall be assumed by the surviving institution.

The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder shall be determined by multiplying the opening balance in the Liquidation Account by a fraction, the numerator of which is the amount of the Qualifying Deposits of such Account Holder and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Account Holders. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Account on each such record date. Such initial subaccount balance shall not be increased, but shall be subject to downward adjustment as described below.

If, at the close of business on any December 31 annual closing date, commencing on or after the effective date of the Conversion, the deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder is less than the lesser of (i) the balance in the Deposit Account at the close of business on any other annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, or (ii) the amount of the Qualifying Deposit in such Deposit Account as of the Eligibility Record Date or Supplemental Eligibility Record Date, the subaccount balance for such Deposit Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account. If any such Deposit Account is closed, the related subaccount shall be reduced to zero.

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20. VOTING RIGHTS OF STOCKHOLDERS

Following consummation of the Conversion, the holders of the voting capital stock of the Holding Company shall have the exclusive voting rights with respect to the Holding Company.

21. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION

A. All shares of Common Stock purchased by Directors or Officers of the Holding Company or the Bank in the Offering shall be subject to the restriction that, except as provided in this Section 21 or as may be approved by the OTS, no interest in such shares may be sold or otherwise disposed of for value for a period of one year following the date of purchase in the Offering.

B. The restriction on disposition of Subscription Shares set forth above in this Section 21 shall not apply to the following:

(1) Any exchange of such shares in connection with a merger or acquisition involving the Bank or the Holding Company, as the case may be, which has been approved by the appropriate federal regulatory agency; and

(2) Any disposition of such shares following the death of the person to whom such shares were initially sold under the terms of this Plan.

C. With respect to all Subscription Shares subject to restrictions on resale or subsequent disposition, each of the following provisions shall apply:

(1) Each certificate representing shares restricted by this section shall bear a legend prominently stamped on its face giving notice of the restriction;

(2) Instructions shall be issued to the stock transfer agent for the Holding Company not to recognize or effect any transfer of any certificate or record of ownership of any such shares in violation of the restriction on transfer; and

(3) Any shares of capital stock of the Holding Company issued with respect to a stock dividend, stock split, or otherwise with respect to ownership of outstanding Subscription Shares subject to the restriction on transfer hereunder shall be subject to the same restriction as is applicable to such Subscription Shares.

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22. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION

For a period of three years following the Conversion, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of Common Stock except from a broker-dealer registered with the SEC. This provision shall not apply to negotiated transactions involving more than 1% of the outstanding shares of Common Stock, the exercise of any options pursuant to a stock option plan or purchases of Common Stock made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Bank or the Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term “negotiated transaction” means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term “investment representative” shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.

23. TRANSFER OF DEPOSIT ACCOUNTS

Each Person holding a Deposit Account at the Bank at the time of Conversion shall retain an identical Deposit Account at the Bank following Conversion in the same amount and subject to the same terms and conditions (except as to voting and liquidation rights) applicable to such Deposit Account in the Bank immediately prior to the completion of the Conversion.

24. REGISTRATION AND MARKETING

Within the time period required by applicable laws and regulations, the Holding Company will register the securities issued in connection with the Offering pursuant to the Securities Exchange Act of 1934 and will not deregister such securities for a period of at least three years thereafter, except that the requirement that registration be maintained for three years may be fulfilled by any successor to the Holding Company. In addition, the Holding Company will use its best efforts to encourage and assist a market maker to establish and maintain a market for the Common Stock and to list those securities on a national or regional securities exchange or the Nasdaq Stock Market.

25. TAX RULINGS OR OPINIONS

Consummation of the Conversion is expressly conditioned upon prior receipt by the Bank of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling, an opinion of counsel, or a letter of advice from their tax advisor with respect to applicable state tax laws, to the effect that consummation of the transactions contemplated by the Conversion and this Plan will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company or the Bank, or to the account holders receiving subscription rights before or after the Conversion, except in each case to the extent, if any, that subscription rights are deemed to have value on the date such rights are issued.

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26. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS

A. The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Offering, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Common Stock in the Offering, to the extent permitted by the terms of such benefit plans and this Plan.

B. The Holding Company and the Bank are authorized to enter into employment and/or change in control agreements with their executive officers.

C. The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock plans and other Non-Tax-Qualified Employee Stock Benefit Plans no sooner than six months after the completion of the Conversion and Offering, provided that such stock plans conform to any applicable requirements of federal regulations, and the Holding Company intends to implement such stock plans after the completion of the Conversion and Offering, subject to any necessary stockholder approvals. If adopted within 12 months following the completion of the Conversion, the stock option plan will reserve a number of shares equal to up to 10% of the shares sold in the Offering and the stock award plan will reserve a number of shares equal to up to 4% of the shares sold in the Offering (unless the Bank’s tangible capital is less than 10% upon completion of the Offering in which case the stock award plan will reserve a number of shares equal to up to 3% of the shares sold in the Offering) for awards to employees and directors at no cost to the recipients. Shares for such plans may be issued out of authorized but unissued shares, treasury shares or repurchased shares. Any stock option plan, restricted stock award plan or other Non-Tax-Qualified Employee Stock Benefit Plan implemented more than 12 months following the completion of the Conversion will not be subject to the foregoing restrictions.

27. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY

A.	(1)	The charter of the Bank may contain a provision stipulating that no person, except the Holding Company, for a period of five years following the closing date of the Offering, may directly or indirectly acquire or offer to acquire the beneficial ownership of more than 10% of any class of equity security of the Bank, without the prior written approval of the OTS. In addition, such charter may also provide that for a period of five years following the closing date of the Conversion, shares beneficially owned in violation of the above-described charter provision shall not be entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matter submitted to stockholders for a vote. In addition, special meetings of the stockholders relating to changes in control or amendment of the charter may only be called by the Board of Directors, and shareholders shall not be permitted to cumulate their votes for the election of Directors.
	(2)	For a period of three years from the date of consummation of the Conversion, no person, other than the Holding Company, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of an equity security of the Bank without the prior written consent of the OTS.

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B. The Articles of Incorporation of the Holding Company may contain a provision stipulating that in no event shall any record owner of any outstanding shares of Common Stock who beneficially owns in excess of 10% of such outstanding shares be entitled or permitted to any vote with respect to any shares held in excess of 10%. In addition, the Articles of Incorporation and Bylaws of the Holding Company may contain provisions that prohibit cumulative voting for the election of directors and provide for staggered terms of the directors, limitations on the calling of special meetings, a fair price provision for certain business combinations and certain notice requirements.

C. For the purposes of this section:

(1) The term “person” includes an individual, a firm, a corporation or other entity;

(2) The term “offer” includes every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value;

(3) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise; and

(4) The term “security” includes non-transferable subscription rights issued pursuant to a plan of conversion as well as a “security” as defined in 15 U.S.C. § 77b(a)1.

28. PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK

A. The Holding Company shall comply with any applicable regulation in the repurchase of any shares of its capital stock following consummation of the Conversion.

B. The Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its regulatory capital to be reduced below (i) the amount required for the liquidation account, or (ii) the federal or state regulatory capital requirements.

29. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE

The Effective Date of the Conversion shall be the date of the closing of the sale of all shares of the Common Stock after all requisite regulatory and depositor approvals have been obtained, all applicable waiting periods have expired, and sufficient subscriptions and orders for Subscription Shares have been received. The Closing of the sale of all shares of Common Stock sold in the Offering shall occur simultaneously on the effective date of the Closing.

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30. EXPENSES OF CONVERSION

The Bank and the Holding Company may retain and pay for the services of legal, financial and other advisors to assist in connection with any or all aspects of the Conversion, including the Offering, and such parties shall use their best efforts to assure that such expenses are reasonable.

31. AMENDMENT OR TERMINATION OF PLAN

If deemed necessary or desirable, this Plan may be substantively amended as a result of comments from the OTS or otherwise at any time prior to solicitation of proxies from Voting Members to vote on this Plan by the Board of Directors of the Bank, and at any time thereafter by the Board of Directors of the Bank with the concurrence of the OTS. Any amendment to this Plan made after approval by Voting Members with the approval of the OTS shall not require further approval by Voting Members unless otherwise required by the OTS. The Board of Directors of the Bank may terminate this Plan at any time prior to the Special Meeting of Members to vote on this Plan, and at any time thereafter with the concurrence of the OTS.

By adopting this Plan, Voting Members of the Bank authorize the Board of Directors of the Bank to amend or terminate this Plan under the circumstances set forth in this Section 31.

32. CONDITIONS TO CONVERSION

Consummation of the Conversion pursuant to this Plan is expressly conditioned upon the following:

A. Prior receipt by the Bank of rulings of the United States Internal Revenue Service and the state taxing authorities, or opinions of counsel or tax advisers as described in Section 25;

B. The issuance of the Subscription Shares offered in the Offering; and

C. The completion of the Conversion within the time period specified in Section 3.

33. INTERPRETATION

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the Bank shall be final, subject to the authority of the OTS.

Dated: July 12, 2010, as amended on August 30, 2010

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

WOLVERINE BANCORP, INC.

The undersigned, Steven Lanter, whose address is 5335 Wisconsin Avenue, N.W., Suite 780, Washington, DC 20015, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the “Articles”):

ARTICLE 1. Name. The name of the corporation is Wolverine Bancorp, Inc. (herein the “Corporation”).

ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.

ARTICLE 3. Purpose. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE 4. Resident Agent. The name and address of the registered agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.

ARTICLE 5. Capital Stock

A. Authorized Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is one-hundred fifty million (150,000,000) shares, consisting of:

1. fifty million (50,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

2. one-hundred million (100,000,000) shares of common stock, par value one cent ($0.01) per share (the “Common Stock”).

The aggregate par value of all the authorized shares of capital stock is one million, five-hundred thousand dollars ($1,500,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.

B. Common Stock. Except as provided under the terms of any series of Preferred Stock and as limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common Stock. Except as otherwise provided in these Articles, each holder of the Common Stock shall be entitled to one vote for each share of Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively, after: (i) payment or provision for payment of the Corporation’s debts and liabilities; and (ii) distributions or provisions for distributions to holders of any class or series of stock having a preference over the Common Stock in the liquidation, dissolution or winding up of the Corporation.

C. Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required by law or pursuant to the terms of such Preferred Stock.

D. Restrictions on Voting Rights of the Corporation’s Equity Securities.

1. Notwithstanding any other provision of these Articles, in no event shall the record owner (or if more than one record owner, all such record owners taken as a group) of any outstanding Common Stock that is beneficially owned, directly or indirectly, by a Person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of Common Stock (the “Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit. The number of votes that may be cast by any particular record owner by virtue of the provisions hereof in respect of Common Stock beneficially owned by such Person owning shares in excess of the Limit (a “Holder in Excess”) shall be a number equal to the total number of votes that a single record owner of all Common Stock owned by such Holder in Excess would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such class or series that are both (i) beneficially owned by such Holder in Excess and (ii) owned of record by such particular record owner and the denominator of which is the total number of shares of Common Stock beneficially owned by such Holder in Excess. The provisions of this Section D of this Article 5 shall not be applicable if, before the Holder in Excess acquired beneficial ownership of such shares in excess of the Limit, such acquisition was

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approved by a majority of the “Unaffiliated Directors.” For this purpose, the term “Unaffiliated Director” means any member of the Board of Directors who is unaffiliated with the Holder in Excess and was a member of the Board of Directors prior to the time that the Holder in Excess became such, and any director who is thereafter chosen to fill any vacancy on the Board of Directors and who is elected and who, in either event, is unaffiliated with the Holder in Excess and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then serving on the Board of Directors.

2. The following definitions shall apply to this Section D of this Article 5.

(a) An “affiliate” of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(b) “Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on June 30, 2010; provided, however, that a Person shall, in any event, also be deemed the “beneficial owner” of any Common Stock:

(1) that such Person or any of its affiliates beneficially owns, directly or indirectly; or

(2) that such Person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction of the type described in clause (i) or (ii) of the first sentence of Article 9 hereof) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such affiliate is otherwise deemed the beneficial owner); or

(3) that are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock

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of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by any other such director or officer (or any affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation nor any trustee with respect thereto (or any affiliate of such trustee) shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a Person, the outstanding Common Stock shall include shares deemed owned by such Person through application of this subsection but shall not include any other shares of Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

(c) A “Person” shall mean any individual, firm, corporation, or other entity.

(d) The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions including, but not limited to, matters with respect to (i) the number of shares of Common Stock beneficially owned by any Person, (ii) whether a Person is an affiliate of another, (iii) whether a Person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section D to the given facts, or (v) any other matter relating to the applicability or effect of this Section D.

3. The Board of Directors shall have the right to demand that any Person reasonably believed by the Board of Directors to be a Holder in Excess (or holder of record of Common Stock beneficially owned by any Holder in Excess) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such Holder in Excess, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such Holder in Excess. The Board of Directors shall further have the right to receive from any Holder in Excess reimbursement for all expenses incurred by the Board in connection with its investigation of any matters relating to the applicability or effect of this section on such Holder in Excess, to the extent such investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess refusing to supply the Corporation with the information described in the previous sentence.

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4. Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section D in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its stockholders.

5. In the event any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section D shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including Holders in Excess, notwithstanding any such finding.

E. Majority Vote. Pursuant to Section 2-104(b)(5) of the Maryland General Corporation Law (“MGCL”), notwithstanding any provision of the MGCL requiring stockholder authorization of an action by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.

F. Quorum. Except as otherwise provided by law or expressly provided in these Articles, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of Article 5, Section D) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in these Articles to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

ARTICLE 6. Preemptive Rights and Appraisal Rights.

A. Preemptive Rights. Except for preemptive rights approved by the Board of Directors pursuant to a resolution approved by a majority of the directors then in office, no holder of the capital stock of the Corporation or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued capital stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for capital stock of any class or series or carrying any right to purchase stock of any class or series.

B. Appraisal Rights. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority

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of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

ARTICLE 7. Directors. The following provisions are made a part of these Articles for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. Management of the Corporation. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as conferred on or as reserved to the stockholders by law or by these Articles or the Bylaws of the Corporation; provided, however, that any limitations on the Board of Director’s management or direction of the affairs of the Corporation shall reserve the directors’ full power to discharge their fiduciary duties.

B. Number, Class and Terms of Directors; No Cumulative Voting. The number of directors constituting the Board of Directors of the Corporation shall initially be eight (8), which number may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, with the term of office of the first class (“Class I”) to expire at the conclusion of the first annual meeting of stockholders, the term of office of the second class (“Class II”) to expire at the conclusion of the annual meeting of stockholders one year thereafter and the term of office of the third class (“Class III”) to expire at the conclusion of the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her successor shall have been duly elected and qualified.

The names of the individuals who will serve as directors of the Corporation until their successors are elected and qualify are as follows:

Class I Directors:	Term to Expire in
Herbert L. Camp	2011
David H. Dunn	2011
Richard M. Reynolds	2011

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Class II Directors:	Term to Expire in
Roberta N. Arnold	2012
Eric P. Blackhurst	2012
Ron R. Sexton	2012
Class III Directors:	Term to Expire in
J. Donald Sheets	2013
Joseph M. VanderKelen	2013

Stockholders shall not be permitted to cumulate their votes in the election of directors.

C. Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in the Bylaws of the Corporation.

D. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof) voting together as a single class.

E. Stockholder Proposals and Nominations of Directors. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Stockholder proposals to be presented in connection with a special meeting of stockholders shall be presented by the Corporation only to the extent required by Section 2-502 of the MGCL and the Bylaws of the Corporation.

ARTICLE 8. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.

ARTICLE 9. Evaluation of Certain Offers. The Board of Directors, when evaluating (i) any offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (ii) any other actual or proposed transaction that

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would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to the Corporation’s stockholders, give due consideration to all relevant factors, including, but not limited to: (A) the economic effect, both immediate and long-term, upon the Corporation’s stockholders, including stockholders, if any, who do not participate in the transaction; (B) the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (C) whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of the Corporation; (D) whether a more favorable price could be obtained for the Corporation’s stock or other securities in the future; (E) the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of the Corporation and its subsidiaries; (F) the future value of the stock or any other securities of the Corporation or the other entity to be involved in the proposed transaction; (G) any antitrust or other legal and regulatory issues that are raised by the proposal; (H) the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and (I) the ability of the Corporation to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations. If the Board of Directors determines that any proposed transaction of the type described in clause (i) or (ii) of the immediately preceding sentence should be rejected, it may take any lawful action to defeat such transaction, including, but not limited to, any or all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock or other securities or granting options or rights with respect thereto; and obtaining a more favorable offer from another individual or entity. This Article 9 does not create any implication concerning factors that may be considered by the Board of Directors regarding any proposed transaction of the type described in clause (i) or (ii) of the first sentence of this Article 9.

For purposes of this Article 9, a “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.

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ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

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C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

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ARTICLE 12. Amendment of the Articles of Incorporation. The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.

The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).

The amendment or repeal of any provision of these Articles shall be approved by at least two-thirds of all votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles), except that the proposed amendment or repeal of any provision of these Articles need only be approved by the vote of a majority of all the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such provision is approved by the Board of Directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number).

Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5), voting together as a single class, shall be required to amend or repeal this Article 12, Section C, D, E or F of Article 5, Article 7, Article 8, Article 9, Article 10 or Article 11.

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ARTICLE 13. Name and Address of Incorporator. The name and mailing address of the sole incorporator are as follows:

Steven Lanter

5335 Wisconsin Ave., N.W., Suite 780

Washington, D.C. 20015

[Remainder of Page Intentionally Left Blank]

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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Maryland, do make, file and record this Charter, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 8th day of September, 2010.

/s/ Steven Lanter

Steven Lanter, Incorporator

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EX-3.2

Exhibit 3.2

WOLVERINE BANCORP, INC.

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting.

The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate act.

Section 2. Special Meetings.

Special meetings of stockholders of the Corporation may be called by the President or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the “Whole Board”). Special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the principal office of the Corporation addressed to the President or the Secretary. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have the sole power to fix (i) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (ii) the date, time and place of the special meeting and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.

Section 3. Notice of Meetings; Adjournment.

Not less than 10 nor more than 90 days before each stockholders’ meeting, the Secretary shall give notice of the meeting in writing or by electronic transmission to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s residence or usual place of business, mailed to the stockholder at his or her address as it appears on the records of the Corporation, or transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. If the Corporation has

received a request from a stockholder that notice not be sent by electronic transmission, the Corporation may not provide notice to the stockholder by electronic transmission. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, delivers a written waiver or waiver by electronic transmission which is filed with the records of the stockholders’ meetings, or is present at the meeting in person or by proxy.

A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

As used in these Bylaws, the term “electronic transmission” shall have the meaning given to such term by Section 1-101(l) of the Maryland General Corporation Law (the “MGCL”) or any successor provision.

Section 4. Quorum.

Unless the Articles of the Corporation provide otherwise, where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock who are present at the meeting, in person or by proxy, may, in accordance with Section 3 of this Article I, adjourn the meeting to another place, date or time.

Section 5. Organization and Conduct of Business.

The Chairman of the Board of the Corporation or Chief Executive Officer, or in his or her absence, the President, or in his or her absence, such other person as may be designated by a majority of the Whole Board, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairman appoints. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 6. Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.

(a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) as specified in the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who: (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting; and (2) complies with the notice procedures set forth in this Section 6(a). For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have given

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timely notice thereof in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for action by stockholders. To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation not less than 80 days nor more than 90 days prior to any such meeting; provided, however, that if less than 90 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such written notice shall be delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation not later than the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made.

A stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(a). The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of the meeting.

(b) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(b) and on the record date for the determination of stockholders entitled to vote at such meeting, and (2) complies with the notice procedures set forth in this Section 6(b). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation not less than 80 days nor more than 90 days prior to any such meeting; provided, however, that if less than 90 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made.

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A stockholder’s notice must be in writing and set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the Board of Directors of the Corporation; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of these Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule or regulation and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(b). The chairman of the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

(c) For purposes of subsections (a) and (b) of this Section 6, the term “public disclosure” shall mean disclosure (i) in a press release reported by a nationally recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation. The timely notice requirements provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations for election as a director and all stockholder proposals for business to be conducted at an annual meeting regardless of whether such proposal is submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act.

Section 7. Proxies and Voting.

Unless the Articles of the Corporation provide for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders; however, a share is not entitled to be voted if any installment payable on it is overdue and unpaid. In all elections for directors, directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Articles of the Corporation, all other matters voted on by stockholders shall be determined by a majority of the votes cast on the matter.

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A stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as the proxy to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

Section 8. Conduct of Voting

The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. At all meetings of stockholders, the proxies and ballots shall be received, and all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided or determined by the inspector of election. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy or the chairman of the meeting, a written vote shall be taken. Every written vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting. No candidate for election as a director at a meeting shall serve as an inspector at such meeting.

Section 9. Control Share Acquisition Act.

Notwithstanding any other provision of the Articles of the Corporation or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).

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ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall, by virtue of the Corporation’s election made hereby to be governed by Section 3-804(b) of the MGCL, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The Board of Directors shall annually elect a Chairman of the Board from among its members and shall designate the Chairman of the Board or his designee to preside at its meetings.

The directors, other than those who may be elected by the holders of any series of preferred stock, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

By virtue of the Corporation’s election made hereby to be subject to Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of two-thirds of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places or by means of remote communication, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

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Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), the Chairman of the Board, or by the President, and shall be held at such place or by means of remote communication, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director who has not waived notice by mailing and post-marking written notice not less than five days before the meeting, or by facsimile or other electronic transmission of the same not less than 24 hours before the meeting. Any director may waive notice of any special meeting, either before or after such meeting, by delivering a written waiver or a waiver by electronic transmission that is filed with the records of the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any special meeting of the Board of Directors need be specified in the notice of such meeting. Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting.

Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws or the Corporation’s Articles or required by law. Action may be taken by the Board of Directors without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the Board of Directors and filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

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Section 8. Powers.

All powers of the Corporation may be exercised by or under the authority of the Board of Directors except as provided by the Corporation’s Articles. Consistent with the foregoing, the Board of Directors shall have, among other powers, the unqualified power:

(i) To declare dividends from time to time in accordance with law;

(ii) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(iii) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(iv) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(v) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(vi) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(vii) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(viii) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Resignation.

Any director may resign at any time by giving written notice of such resignation to the President or the Secretary at the principal office of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

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Section 11. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless such director announces his dissent at the meeting and (a) such director’s dissent is entered in the minutes of the meeting, (b) such director files his written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such director forwards his written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the Secretary of the Corporation. Such right to dissent shall not apply to a director who voted in favor of such action or failed to make his dissent known at the meeting.

Section 12. Director Qualifications

A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. No person may serve on the Board of Directors and at the same time be a director or officer, other than of a subsidiary of the Corporation, of a co-operative bank, credit union, savings bank, savings and loan association, trust company, bank holding company or banking association (in each case whether chartered by a state, the federal government or any other jurisdiction) that has an office in any county in which the Corporation or any of its subsidiaries has an office, or in any county contiguous to any county in which the Corporation or any of its subsidiaries has an office. The Board of Directors shall have the power to construe and apply the provisions of this Section 12 and to make all determinations necessary or desirable to implement such provisions.

Section 13. Age Limitation.

No person 70 years of age shall be eligible for election, reelection, appointment or reappointment to the board of the Corporation. No director shall serve as a director of the Corporation beyond the annual meeting of the shareholders of the Corporation immediately following the director becoming 70 years of age.

Section 14. Attendance at Board Meetings.

The Board of Directors shall have the right to remove any director from the board upon a director’s unexcused absence of three consecutive regularly scheduled meetings of the Board of Directors.

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ARTICLE III

COMMITTEES

Section 1. Committees of the Board of Directors.

(a) General Provisions. The Board of Directors may appoint from among its members an Audit Committee, a Compensation and Human Resources Committee, a Governance/Nominating Committee, and such other committees as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the MGCL and any other applicable law.

(b) Composition. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws. The Chairman of the Board may recommend committees, committee memberships, and committee chairmanships to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairman and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee.

(c) Issuance of Stock. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 6 of Article II.

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ARTICLE IV

OFFICERS

Section 1. Generally.

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairman of the Board, Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Chief Financial Officer/Treasurer and from time to time may choose such other officers as it may deem proper. Any number of offices may be held by the same person, except that no person may concurrently serve as both President and Vice President of the Corporation.

(b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the Whole Board.

(c) All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 2. Chairman of the Board of Directors.

The Chairman of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairman of the Board or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation that are authorized.

Section 3. Chief Executive Officer.

The Chief Executive Officer, subject to the control of the Board of Directors, shall serve in general executive capacity and have general power over the management and oversight of the administration and operation of the Corporation’s business and general supervisory power and authority over its policies and affairs. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 4. President.

The President shall perform the duties of the Chief Executive Officer in the Chief Executive Officer’s absence or during his or her disability to act. In addition, the President shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the President from time to time by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

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Section 5. Vice President.

The Vice President or Vice Presidents (including Executive Vice Presidents or other levels of Vice President designated by the Board of Directors), if any, shall perform the duties of the Chief Executive Officer in the absence of both the Chief Executive Officer and the President, or during their disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the Vice Presidents from time to time by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 6. Secretary.

The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep the minutes of meetings, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 7. Chief Financial Officer/Treasurer.

The Chief Financial Officer/Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation that has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Chief Financial Officer/Treasurer with such banks or trust companies or other entities as the Board of Directors from time to time shall designate. The Chief Financial Officer/Treasurer shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him or her by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as may be required by the Board of Directors.

Section 8. Other Officers.

The Board of Directors may designate and fill such other offices in its discretion and the persons holding such other offices shall have such powers and shall perform such duties as the Board of Directors or Chief Executive Officer may from time to time assign.

Section 9. Action with Respect to Securities of Other Corporations

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice-President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

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ARTICLE V

STOCK

Section 1. Certificates of Stock.

The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each stockholder is entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of preferred stock which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of preferred stock or (b) a statement which provides in substance that the Corporation will furnish a full statement of such information to any stockholder on request and without charge. Such request may be made to the Secretary or to the Corporation’s transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the stockholder a written statement of the same information required above with respect to stock certificates. Each stock certificate shall be in such form, not inconsistent with law or with the Corporation’s Articles, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairman of the Board, the President, or a Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Dates or Closing of Transfer Books.

The Board of Directors may, and shall have the power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 3

13

of Article I of these Bylaws, more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting. Any shares of the Corporation’s own stock acquired by the Corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate to give a bond, with sufficient surety, to indemnify the Corporation against any loss or claim arising as a result of the issuance of a new certificate. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate without the order of a court having jurisdiction over the matter.

Section 5. Stock Ledger.

The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive office of the Corporation.

Section 6. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

14

Section 3. Books and Records.

The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

Section 4. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, in addition to any protections conferred upon him or her by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director, committee member, officer or agent reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 5. Fiscal Year.

The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December in each year.

Section 6. Time Periods.

In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 7. Checks, Drafts, Etc.

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by any officer, employee or agent of the Corporation that is authorized by the Board of Directors.

Section 8. Mail.

Any notice or other document that is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.

15

Section 9. Contracts and Agreements.

To the extent permitted by applicable law, and except as otherwise prescribed by the Articles or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

ARTICLE VIII

AMENDMENTS

These Bylaws may be adopted, amended or repealed as provided in the Articles of the Corporation.

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EX-4

Exhibit 4

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

No.   WOLVERINE BANCORP, INC.   Shares  

FULLY PAID AND NON-ASSESSABLE

PAR VALUE $0.01 PER SHARE

CUSIP:                    

THE SHARES REPRESENTED BY THIS

CERTIFICATE ARE SUBJECT TO

RESTRICTIONS, SEE REVERSE SIDE

THIS CERTIFIES that is the owner of

SHARES OF COMMON STOCK

of

Wolverine Bancorp, Inc.

a Maryland corporation

The shares evidenced by this certificate are transferable only on the books of Wolverine Bancorp, Inc. by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. The capital stock evidenced hereby is not an account of an insurable type and is not insured by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency.

IN WITNESS WHEREOF, Wolverine Bancorp, Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its seal to be hereunto affixed.

By		[SEAL]	By
	JOELL C. ANTHONY			DAVID H. DUNN
	CORPORATE SECRETARY			PRESIDENT AND CHIEF EXECUTIVE OFFICER

The Board of Directors of Wolverine Bancorp, Inc. (the “Company”) is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of more than one class of stock, including preferred stock in series, and to fix and state the voting powers, designations, preferences, limitations and restrictions thereof. The Company will furnish to any stockholder upon request and without charge a full description of each class of stock and any series thereof.

The shares evidenced by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit.

The shares represented by this certificate may not be cumulatively voted on any matter. The Articles of Incorporation require that, with limited exceptions, no amendment, addition, alteration, change or repeal of the Articles of Incorporation shall be made, unless such is first approved by the Board of Directors of the Company and approved by the stockholders by a majority of the total shares entitled to vote, or in certain circumstances approved by the affirmative vote of up to eighty percent (80%) of the shares entitled to vote.

The following abbreviations when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	- as tenants in common	UNIF GIFT MIN ACT	___________	Custodian	________
			(Cust)		(Minor	)
TEN ENT	- as tenants by the entireties
			Under Uniform Gifts to Minors Act
JT TEN	- as joint tenants with right
	of survivorship and not as
	tenants in common		(State)

Additional abbreviations may also be used though not in the above list

For value received,                                                               hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

(please print or typewrite name and address including postal zip code of assignee)

Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                       Attorney to transfer the said shares on the books of the within named corporation with full power of substitution in the premises.

Dated,

In the presence of Signature:

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

EX-5

Exhibit 5

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER	WRITER’S EMAIL
(202) 274-2000

September 15, 2010

The Board of Directors

Wolverine Bancorp, Inc.

5710 Eastman Avenue

Midland, Michigan 46840

Re: Wolverine Bancorp, Inc.

Common Stock, Par Value $0.01 Per Share

Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the “Offering”) of Wolverine Bancorp, Inc. (the “Company”) Common Stock, par value $0.01 per share (“Common Stock”). We have reviewed the Company’s Articles of Incorporation, Registration Statement on Form S-1 (the “Form S-1”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. The opinion expressed below is limited to the Maryland General Corporation Law.

We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when sold pursuant to the Company’s prospectus and the Plan of Conversion of Wolverine Bank, a federally chartered savings bank, will be legally issued, fully paid and non-assessable.

This Opinion has been prepared in connection with the Form S-1. We hereby consent to our firm being referenced under the caption “Legal and Tax Matters,” and for inclusion of this opinion as an exhibit to the Registration Statement on Form S-1.

Very truly yours,

/s/ Luse Gorman Pomerenk & Schick, PC

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

EX-8.1

Exhibit 8.1

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

September 15, 2010

(202) 274-2000

Board of Directors

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

Re: Federal Income Tax Opinion Relating to Conversion of Wolverine Bank from a Federal Mutual Savings Bank to a Federal Stock Savings Bank

Ladies and Gentlemen:

In accordance with your request, set forth below is the opinion of this firm relating to the material federal income tax consequences of the proposed conversion (the “Conversion”) of Wolverine Bank (the “Bank”) from a federal mutual savings bank to a federal stock savings bank (“Stock Bank”). In the Conversion, all of the Bank’s to-be-issued stock will be acquired by Wolverine Bancorp, Inc., a newly organized Maryland corporation (the “Holding Company”).

For purposes of this opinion, we have examined such documents and questions of law as we have considered necessary or appropriate, including but not limited to the Holding Company’s Registration Statement on Form S-1 relating to the proposed issuance of up to 3,392,500 shares (at the maximum of the offering range) of common stock, par value $0.01 per share, and the Plan of Conversion adopted by the Bank on July 12, 2010 and subsequently amended on August 30, 2010 (the “Plan”), the Federal Mutual Charter of the Bank, and the Articles of Incorporation and Bylaws of the Holding Company. In such examination, we have assumed and have not independently verified the authenticity of all original documents, the accuracy of all copies, and the genuineness of all signatures. We have further assumed the absence of adverse facts not apparent from the face of the instruments and documents we examined. Capitalized terms used herein but not defined herein shall have the same meaning as set forth in said documents.

In issuing our opinion, we have assumed that the Plan has been duly and validly authorized and has been approved and adopted by the board of directors of the Bank at a meeting duly called and held, that the Bank will comply with the terms and conditions of the Plan, and that the various representations and warranties that are provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing.

Board of Directors

Wolverine Bank

September 15, 2010

Page 2

We specifically express no opinion concerning tax matters relating to the Plan under state and local tax laws and under federal income tax laws except on the basis of the documents and assumptions described above.

In issuing the opinion set forth below, we have relied solely on existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations (the “Regulations”) thereunder, current administrative rulings, notices and procedures, and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

In rendering our opinion, we have assumed that the persons and entities identified in the Plan will at all times comply with applicable state and federal laws and the factual representations of the Bank. In addition, we have assumed that the activities of the persons and entities identified in the Plan will be conducted strictly in accordance with the Plan. Any variations may affect the opinions we are rendering. For purposes of this opinion, we are relying on the factual representations provided to us by the Bank, which are incorporated herein by reference.

We emphasize that the outcome of litigation cannot be predicted with certainty and, although we have attempted in good faith to opine as to the probable outcome of the merits of each tax issue with respect to which an opinion was requested, there can be no assurance that our conclusions are correct or that they would be adopted by the Internal Revenue Service or a court.

BACKGROUND

The Bank is a federal mutual savings bank that is in the process of converting to a federal stock savings bank. As a federal mutual savings bank, the Bank has no authorized capital stock. Instead the Bank, in mutual form, has a unique equity structure. A depositor in the Bank is entitled to payment of interest on his account balance as declared and paid by the Bank. A depositor has no right to a distribution of any earnings of the Bank except for interest paid on his deposit, but rather, such earnings become retained earnings of the Bank. However, a depositor has a right to share, pro rata, with respect to the withdrawal value of his account, in any liquidation proceeds distributed in the event the Bank is liquidated. All of the interests held by a depositor cease when such depositor closes his account with the Bank.

Board of Directors

Wolverine Bank

September 15, 2010

Page 3

PROPOSED TRANSACTION

The Holding Company has been formed under the laws of the State of Maryland for the purpose of the proposed transactions described herein, to engage in business as a savings and loan holding company and to hold all of the stock of the Stock Bank. The Holding Company will issue shares of its voting common stock (“Holding Company Conversion Stock”), upon completion of the mutual-to-stock conversion of the Bank, to persons purchasing such shares as described in greater detail below.

Following regulatory approval, the Plan provides for the offer and sale of shares of Holding Company Conversion Stock in a Subscription Offering pursuant to nontransferable subscription rights on the basis of the following preference categories: (i) Eligible Account Holders of the Bank, (ii) the Bank’s tax-qualified employee stock benefit plans, including the newly formed employee stock ownership plan and the Bank’s 401(k) plan, (iii) Supplemental Eligible Account Holders of the Bank, and (iv) Other Members of the Bank, all as described in the Plan. All shares must be sold, and to the extent the stock is available, no subscriber will be allowed to purchase fewer than 25 shares of Holding Company Conversion Stock. If shares remain after all orders are filled in the categories described above, the Plan calls for a Community Offering for the sale of shares not purchased under the preference categories, and a Syndicated Community Offering for the shares not sold in the Community Offering.

Pursuant to the Plan, all such shares will be issued and sold at a uniform price per share. The aggregate purchase price at which all shares of Holding Company Conversion Stock will be offered and sold pursuant to the Plan will be equal to the estimated pro forma market value of the Bank, as converted. The estimated pro forma market value will be determined by RP Financial, LC., an independent appraiser. The conversion of the Bank from mutual-to-stock form and the sale of newly issued shares of the stock of the Stock Bank to the Holding Company will be deemed effective concurrently with the closing of the sale of Holding Company Conversion Stock.

OPINION OF COUNSEL

Based solely upon the foregoing information, we render the following opinion:

1. The change in the form of operation of the Bank from a federal mutual savings bank to a federal stock savings bank, as described above, will constitute a reorganization within the meaning of Code Section 368(a)(1)(F), and no gain or loss will be recognized to either the Bank or to Stock Bank as a result of such Conversion. See Rev. Rul. 80-105, 1980-1 C.B. 78. The Bank and Stock Bank will each be a party to a reorganization within the meaning of Code Section 368(b). Rev. Rul. 72-206, 1972-1 C.B. 104.

Board of Directors

Wolverine Bank

September 15, 2010

Page 4

2. No gain or loss will be recognized by Stock Bank on the receipt of money from Holding Company in exchange for its shares or by Holding Company upon the receipt of money from the sale of Holding Company Conversion Stock. Code Section 1032(a).

3. The assets of the Bank will have the same basis in the hands of Stock Bank as they had in the hands of the Bank immediately prior to the Conversion. Code Section 362(b).

4. The holding period of the Bank’s assets to be received by Stock Bank will include the period during which the assets were held by the Bank prior to the Conversion. Code Section 1223(2).

5. No gain or loss will be recognized by the account holders of the Bank upon the issuance to them of withdrawable deposit accounts in Stock Bank in the same dollar amount and under the same terms as their deposit accounts in the Bank and no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon receipt by them of an interest in the Liquidation Account of Stock Bank, in exchange for their ownership interests in the Bank. Code Section 354(a).

6. The basis of the account holders’ deposit accounts in the Stock Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor. The basis of each Eligible Account Holder’s, Supplemental Eligible Account Holder’s and Other Member’s interests in the Liquidation Account of the Stock Bank will be zero, that being the cost of such property.

7. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Conversion Stock will be zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase Holding Company Conversion Stock. No taxable income will be realized by the Eligible Account Holders, Supplemental Eligible Account Holders or Other Members as a result of the exercise of the nontransferable subscription rights. Rev. Rul. 56-572, 1956-2 C.B. 182.

8. It is more likely than not that the basis of the Holding Company Conversion Stock to its stockholders will be the purchase price thereof. (Section 1012 of the Code). The stockholder’s holding period will commence upon the exercise of the subscription rights. (Section 1223(5) of the Code).

Board of Directors

Wolverine Bank

September 15, 2010

Page 5

9. For purposes of Section 381 of the Code, the Stock Bank will be treated as if there had been no reorganization. Accordingly, the taxable year of the Bank will not end on the effective date of the Conversion merely because of the transfer of assets of the Bank to the Stock Bank, and the tax attributes of the Bank will be taken into account by the Stock Bank as if there had been no reorganization. (Treas. Reg. Section 1.381(b)-(1)(a)(2)).

10. The part of the taxable year of the Bank before the reorganization and the part of the taxable year of Stock Bank after the reorganization will constitute a single taxable year of Stock Bank. See Rev. Rul. 57-276, 1957-1 C.B. 126. Consequently, the Bank will not be required to file a federal income tax return for any portion of such taxable year solely by reason of the Conversion. Treas. Reg. Section 1.381(b)-1(a)(2).

11. The tax attributes of the Bank enumerated in Code Section 381(c) will be taken into account by Stock Bank. Treas. Reg. Section 1.381(b)-1(a)(2).

Notwithstanding any reference to Code Section 381 above, no opinion is expressed or intended to be expressed herein as to the effect, if any, of this transaction on the continued existence of, the carryover or carryback of, or the limitation on, any net operating losses of the Bank or its successor, Stock Bank, under the Code.

Our opinion under paragraph 7 above is predicated on the representation that no person shall receive any payment, whether in money or property, in lieu of the issuance of subscription rights. Our opinion under paragraphs 7 and 8 is based on the facts that the subscription rights will be granted at no cost to the recipients, will be legally non-transferable and of short duration, and will provide the recipient with the right only to purchase shares of Holding Company Conversion Stock at the same price to be paid by members of the general public in any Community Offering. We also note that RP Financial, L.C. has issued a letter dated August 13, 2010 stating that the subscription rights will have no ascertainable market value. We further note that the Internal Revenue Service has not in the past reached a different conclusion with respect to the value of nontransferable subscription rights. If the subscription rights are subsequently found to have value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Holding Company and/or Stock Bank may be taxable on the distribution of the subscription rights.

Board of Directors

Wolverine Bank

September 15, 2010

Page 6

CONSENT

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-1 (“Registration Statement”) of the Holding Company filed with the Securities and Exchange Commission with respect to the Conversion, and as an exhibit to the Form AC, Application for Approval of Conversion, and Form H-(e)(1)S (the “Filings”) filed with the Office of Thrift Supervision with respect to the Conversion, as applicable. We also hereby consent to the references to this firm in the prospectus which is a part of the Registration Statement and the Filings.

USE OF OPINION

This opinion is rendered for the benefit of the Holding Company, the Bank and the Stock Bank, and may not be quoted in whole or in part or otherwise referred to, nor is it to be filed with any governmental agency or other person without our prior written consent. We expressly consent to the use of and reliance on this opinion by BKD, LLP in issuing its state tax opinion to the Bank.

Very truly yours,

LUSE GORMAN POMERENK & SCHICK,

A PROFESSIONAL CORPORATION

/s/ Luse Gorman Pomerenk & Schick

EX-8.2

Exhibit 8.2

[Letterhead of BKD, LLP]

September 14, 2010

Boards of Directors

Wolverine Bancorp, Inc.

Wolverine Bank

5710 Eastman Avenue

Midland, MI 48640

Ladies and Gentlemen:

You have requested our opinion regarding the Michigan income tax consequences of the proposed conversion of Wolverine Bank, a federal mutual bank (the Mutual Bank) into the capital stock form of organization (the Conversion), pursuant to the Plan of Conversion and Reorganization of Wolverine Bancorp, Inc. dated July 12, 2010, and subsequently amended on August 30, 2010 (the Plan), and the integrated transactions described in the Federal Tax Opinion (the Federal Opinion) prepared by Luse Gorman Pomerenk & Schick.

Our opinion is limited solely to Michigan state income tax consequences and will not apply to any other taxes, jurisdictions, transactions or issues.

In rendering the opinion set forth below, we have relied on the Federal Opinion of Luse Gorman Pomerenk & Schick related to the federal tax consequences of the Conversion, without undertaking to verify the federal tax consequences by independent investigation. Our opinion is subject to the truth and accuracy of certain representations made by you to us and Luse Gorman Pomerenk & Schick and the consummation of the proposed conversion in accordance with the terms of the Plan. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

Should it finally be determined that the facts and federal income tax consequences are not as outlined in the Federal Opinion, the Michigan income tax consequences and our Michigan Income Tax Opinion will differ from what is contained herein.

Our opinion is based upon the existing provisions of the Michigan Business Tax Act (the MBTA), the Income Tax Act of 1967 (MITA) and regulations there under, and existing court decisions, any of which could be changed at any time. Any such changes may be retroactive and could significantly modify the statements and opinions expressed herein. Similarly, any change in the facts and assumptions stated below, upon which this opinion is based, could modify the conclusions. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof. This opinion is being furnished only for you and your respective shareholders in connection with the Conversion and may not be used or relied upon for any other purpose and may not be circulated, quoted or otherwise referred to for any other purpose without our express written consent.

Boards of Directors

Wolverine Bancorp, Inc. and Wolverine Bank

September 14, 2010

Page 2

We opine only as to the matters we expressly set forth, and no opinions should be inferred as to any other matters or as to the tax treatment of the transactions that we do not specifically address. We express no opinion as to laws and regulations of any jurisdictions other than Michigan, or as to factual or legal matters other than as set forth herein.

Discussion Related to Michigan Tax Consequences

The MBTA does not specifically adopt any tax-free reorganization or tax-free capital contribution provisions of the Internal Revenue Code of 1986, as amended. The MBTA imposes a tax measured by the “net income” of each individual and corporation [Section 208 MBTA] except for financial institutions and insurance companies. Financial institutions pay tax based on their net adjusted capital, which has no parallel within the federal taxable income rules (Section 208.1265 of the MBTA). Based on the MBTA, the starting point for computing a corporation’s Michigan business tax is federal taxable income; and the starting point for computing an individual’s Michigan income tax is federal adjusted gross income. Finally, the MITA and MBTA states that each person filing a Michigan income tax return shall take into account the items of income, deductions and exclusions on their Michigan income tax return in the same manner as such items are reflected in their federal income tax return (Sections 206.30(1) and 208.1105(2)). The federal tax opinion, which states that no income or loss is recognized for federal income tax purposes by any of the parties participating in the conversion described above, provides the basis upon which we conclude that the aforementioned MBTA and MITA holds that such conversion results in no gain or loss under the MBTA and MITA.

Opinions

Accordingly, based upon the facts and representation stated herein and the existing law, it is the opinion of BKD, LLP regarding the Michigan income tax consequences of the planned Conversion and reorganization that:

1. The change in the form of operation of the Bank from a federal mutual savings bank to a federal stock savings bank, as described above, will constitute a reorganization within the meaning of Code Section 368(a)(1)(F), and no gain or loss will be recognized to either the Bank or to Stock Bank as a result of such Conversion. Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111(3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity Section 208.1105(2) of the MBTA).

2. No gain or loss will be recognized by Stock Bank on the receipt of money from Holding Company in exchange for its shares or by Holding Company upon the receipt of money from the sale of Holding Company Conversion Stock. Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111(3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity Section 208.1105(2) of the MBTA).

3. The assets of the Bank will have the same basis in the hands of Stock Bank as they had in the hands of the Bank immediately prior to the Conversion. Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111(3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity Section 208.1105(2) of the MBTA).

4. The holding period of the Bank’s assets to be received by Stock Bank will include the period during which the assets were held by the Bank prior to the Conversion. Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111 (3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity Section 208.1105(2) of the MBTA).

Boards of Directors

Wolverine Bancorp, Inc. and Wolverine Bank

September 14, 2010

Page 3

5. No gain or loss will be recognized by the account holders of the Bank upon the issuance to them of withdrawable deposit accounts in Stock Bank in the same dollar amount and under the same terms as their deposit accounts in the Bank and no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon receipt by them of an interest in the Liquidation Account of Stock Bank, in exchange for their ownership interests in the Bank. For non business purposes (individual taxpayers), Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 206.28 of the Michigan Income Tax Act of 1967). Also, individual taxable income is defined as gross taxable income as defined in the Internal Revenue Code Section 206.30 of the Michigan Income Tax Act of 1967).

6. The basis of the account holders’ deposit accounts in the Stock Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefore. The basis of each Eligible Account Holder’s, Supplemental Eligible Account Holder’s and Other Member’s interests in the Liquidation Account of the Stock Bank will be zero, that being the cost of such property. For non business purposes (individual taxpayers), Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 206.28 of the Michigan Income Tax Act of 1967). Also, individual taxable income is defined as gross taxable income as defined in the Internal Revenue Code Section 206.30 of the Michigan Income Tax Act of 1967).

7. According to the Federal Opinion, it is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Conversion Stock will be zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase Holding Company Conversion Stock. No taxable income will be realized by the Eligible Account Holders, Supplemental Eligible Account Holders or Other Members as a result of the exercise of the nontransferable subscription rights. For non business purposes (individual taxpayers), Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 206.28 of the Michigan Income Tax Act of 1967). Also, individual taxable income is defined as gross taxable income as defined in the Internal Revenue Code (Section 206.30 of the Michigan Income Tax Act of 1967 ). Account Holders will receive the same treatment for MBTA and MITA purposes as they do for federal purposes pursuant to the above cited Michigan code sections.

8. It is more likely than not the basis of the Holding Company Conversion Stock to its stockholders will be the purchase price thereof. The stockholder’s holding period will commence upon the exercise of the subscription rights. For non business purposes (individual taxpayers), Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 206.28 of the Michigan Income Tax Act of 1967). Also, individual taxable income is defined as gross taxable income as defined in the Internal Revenue Code (Section 206.30 of the Michigan Income Tax Act of 1967).

9. For federal tax purposes, the Stock Bank will be treated as if there had been no reorganization. Accordingly, the taxable year of the Bank will not end on the effective date of the Conversion merely because of the transfer of assets of the Bank to the Stock Bank, and the tax attributes of the Bank will be taken into account by the Stock Bank as if there had been no reorganization.

Boards of Directors

Wolverine Bancorp, Inc. and Wolverine Bank

September 14, 2010

Page 4

Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111(3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity (Section 208.1105(2) of the MBTA).

10. The part of the taxable year of the Bank before the reorganization and the part of the taxable year of Stock Bank after the reorganization will constitute a single taxable year of Stock Bank. Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111 (3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity (Section 208.1105 (2) of the MBTA).

11. The tax attributes of the Bank enumerated in Code Section 381(c) will be taken into account by Stock Bank. Treas. Reg. Section 1.381(b)-1(a)(2). Michigan has utilized the Internal Revenue Code of 1986 and all its definitions for determining taxable income and definitions (Section 208.1111(3) of the MBTA). Also, business income is defined as federal taxable income derived from the business activity (Section 208.1105(2) of the MBTA).

If any of the facts contained in this opinion letter change, it is imperative that we be notified in order to determine the effect on the Michigan income tax consequences, if any.

We hereby consent to the filing of the opinion as an exhibit to the Registration Statement on Form S-1 of the Holding Company as filed with the SEC with respect to the Conversion, and as an exhibit to the Form AC, Application of Conversion, and Form H-(e)(1)S filed with the Office of Thrift Supervision with respect to the Conversion. We also consent to the references to our firm in the Prospectus.

/s/ BKD, LLP

EX-10.1

Exhibit 10.1

[FORM OF]

WOLVERINE BANK, F.S.B.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) by and between Wolverine Bank, F.S.B., whose principal offices are located at 5710 Eastman Avenue, Midland, Michigan, 48640 (“Bank” or “Employer”) and David H. Dunn (“Executive”) is hereby amended and restated as of                  , 2010 (the “Effective Date”). Any reference herein to the “Company” shall mean Wolverine Bancorp, Inc., the parent holding company of the Bank.

WITNESSETH:

WHEREAS, the Executive is currently employed as President and Chief Executive Officer of the Bank pursuant to an employment agreement between the Bank and the Executive entered into as of June 1, 2009 (the “Original Agreement”);

WHEREAS, the Bank has adopted a Plan of Conversion pursuant to which the Bank will convert to a federally chartered stock savings bank and become a wholly owned subsidiary of the Company (the “Conversion”);

WHEREAS, the Bank desires to amend and restate the Original Agreement in order to comply with certain regulatory requirements and to provide for certain provisions customarily provided in employment agreements of publicly traded financial institutions; and

WHEREAS, the Executive has agreed to such changes.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the Bank and the Executive hereby agree as follows:

1. Employment. Employer employs Executive as President and Chief Executive Officer, and Executive accepts employment, subject to the terms and conditions set forth in this Agreement. Executive also agrees to serve, if appointed or elected, as a member of the Board of Directors of the Employer (the “Board”), and as an officer and/or director of any subsidiary or affiliate of the Bank or the Company.

2. Term and Annual Renewal.

(a) The term of this Agreement will begin as of the Effective Date and will continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of the Effective Date of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, a majority of the members of the Board who are not executive officers of the Bank may extend the term of this Agreement for an additional year such that the remaining term shall be thirty-six (36) months, unless written notice of non-renewal is provided to Executive at least thirty (30) days prior to any such Anniversary Date, in which case the term of this Agreement will become fixed and will terminate at the end of the twenty-four (24) months following such Anniversary Date. Prior to each Anniversary Date, the members of the Board

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who are not executive officers of the Bank will conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement, and the results thereof will be included in the minutes of the Board’s meeting. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control under Section 10(a) hereof, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs.

(b) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.

3. Duties. Employer shall employ the Executive to be the President and Chief Executive Officer of the Employer and as such, Executive shall perform services the same as, or generally consistent with, the services generally and customarily performed by a President and Chief Executive Officer. Executive shall, subject at all times to the control of the Board of Directors of the Employer, supervise and control all of the business and affairs of the Employer and shall have authority, unless determined otherwise by the Board of Directors and if not prohibited by Employer’s Articles of Incorporation or its Bylaws, to perform all acts, execute and deliver all documents related to the Employer, and take all steps Executive may deem necessary or desirable to effectuate the actions and policies of the Board of Directors of the Employer.

4. Extent of Service. Executive shall devote Executive’s full business time, attention and energies, as well as Executive’s best talents and abilities, to the business of the Employer in accordance with Employer’s instructions and directions and shall not, during the term of this Agreement, be engaged in any other employment for any other employer.

5. Compensation.

(a) For all services rendered by Executive under this Agreement (including services as an officer, Executive, Director or member of any Board committee), Employer agrees to pay Executive an annual salary (“Base Salary”) of $                     per year from the Effective Date, payable according to the Employer’s regular pay practices, with subsequent annual Base Salary increases, if any, based on an annual review by Employer’s Board of Directors.

At approximately annual intervals during the fourth quarter of each fiscal year of the Bank during the term of this Agreement, the Board will review, or will cause to be reviewed, the Base Salary payable to the Executive, giving attention to all factors that the Board deems pertinent, including, without limitation, any recommendations of the Board or the Compensation Committee of the Board, the performance of the Bank, the performance of the Executive and the compensation practices inside and outside of the Bank. The Board will, after such annual review, determine the Base Salary to be paid until the completion of the next annual review, but such new Base Salary will not be less than the Base Salary as of the Effective Date. The Base Salary will be paid to the Executive in accordance with the Bank’s usual and customary payroll practices applicable to its Executives generally.

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(b) In addition, the Employer may, annually, in its discretion after a review by the Employer of Executive’s performance for the year under review, pay the Executive a bonus in addition to the Executive’s Base Salary. The payment of a bonus is not required under the terms of this provision of the Agreement, but if a bonus is awarded to the Executive the payment thereof shall be made within sixty (60) days of the determination to award a bonus. The bonus payment, if any, shall not be construed as an increase in Executive’s Base Salary.

(c) Taxes and Other Amounts. All taxes (other than the Bank’s portion of FICA taxes) on the Base Salary and other amounts payable to the Executive pursuant to this Agreement or any plan or program will be paid by the Executive. The Bank will be entitled to withhold from the Base Salary and all other amounts payable to the Executive pursuant to this Agreement or any plan or program (i) applicable withholding taxes, and (ii) such other amounts as may be authorized by the Executive in writing,

6. Executive Benefits.

(a) Executive shall be entitled to participate in any life insurance, disability, medical, hospital, health or dental insurance, or other bonus, incentive, profit sharing, stock option, retirement or other Executive benefit plans of the employer, whether contributory or non-contributory, as may from time to time be uniformly maintained by Employer for its salaried Executives during the term of employment under this Agreement.

(b) Employer will reimburse Executive for all reasonable and necessary business expenses incurred by him in the performance of his duties under this Agreement upon the presentation by Executive to Employer, from time to time, of an itemized account of such expenditures, including receipts where appropriate. Such reimbursements shall be paid promptly by the Bank and in any event not later than March 15 of the year immediately following the end of the calendar year in which the Executive incurred such expense.

(c) Employer shall provide the Executive with an automobile and reimburse Executive for substantiated expenses for the automobile. Executive shall comply with reasonable reporting and expense limitations on the use of such automobile as may be established by the Bank from time to time, and the Bank shall annually include on Executive’s Form W-2 any amount of income attributable to Executive’s personal use of such automobile. Such reimbursements shall be paid promptly by the Bank and in any event not later than March 15 of the year immediately following the end of the calendar year in which the Executive incurred such expense.

(d) Employer shall provide Executive with membership in the Midland Country Club and will reimburse Executive for substantiated business expenses related to such membership. Such reimbursements shall be paid promptly by the Bank and in any event not later than March 15 of the year immediately following the end of the calendar year in which the Executive incurred such expense.

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7. Early Termination. Subject to the continuing obligations of the parties set forth in this Agreement, the Executive’s employment with the Bank may be terminated during the term of this Agreement in any of the following ways:

(a) Executive’s death or disability will terminate this Agreement. For purposes of this Agreement “disability” shall be defined as the Executive being unable to perform (in the judgment of the Employer evidenced by a resolution adopted in good faith by a majority of its Board of Directors) any substantial duty to Employer as set forth in Sections 3 and 4 of this Agreement, by reason of illness, disability, incapacity or other inability, for a period of more than six (6) months;

(b) Upon the mutual agreement of the Employer or Executive;

(c) Employer shall have the right to terminate this Agreement at any time for “Cause.” Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(i) material act of dishonesty in performing Executive’s duties on behalf of the Bank or incompetence in the performance of such duties;

(ii) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(iii) breach of fiduciary duty involving personal profit;

(iv) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(v) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;

(vi) material breach by Executive of any provision of this Agreement; or

(vii) gross negligence in the performance of the Executive’s duties.

(d) By the Employer without Cause provided the Employer shall give Executive thirty (30) days advance written notice of the Executive’s termination;

(e) The Executive shall have the right to terminate his employment under this Agreement for Good Reason within ninety (90) days of the occurrence of the event giving rise to such Good Reason; provided, however, the Executive must provide the Employer with written notice of such Good Reason and provide the Employer a period of at least thirty (30) days to cure the event giving rise to Good Reason. For purposes of this Agreement, the term “Good Reason” means;

(i) A material diminution in the Executive’s Base Salary; or

(ii) A material diminution in the Executive’s authority, duties or responsibilities under this Agreement; or

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(iii) A material change in the geographic location at which the Executive must perform services under this Agreement; or

(iv) Any other action or inaction that constitutes a material breach by the Employer of this Agreement;

(f) Executive may terminate this Agreement without Good Reason provided Executive provides Employer with a ninety (90) day advance written notice of such termination.

8. Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following:

(a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“Base Salary Payment”), for a period of thirty-six (36) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement.

In the event the Executive becomes employed by a third party or by the Employer at any time within the thirty-six (36) month period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to.

(b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination. If such payments are prohibited under applicable law, including the benefits that

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would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made. In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

9. Termination and Board Membership. To the extent Executive is a member of the Board on the date of termination of employment with the Bank (other than a termination in connection with a Change in Control), Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination (other than termination in connection with a Change in Control), and such resignation will not be conditioned upon any event or payment.

10. Termination in Connection with a Change in Control.

(a) Change in Control Defined. For purposes of this Agreement, a “Change in Control” means any of the following events:

(i) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities;

(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is nominated by the board by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

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(b) Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive’s employment Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten (10) calendar days of the termination of Executive’s employment, make a lump-sum cash payment to Executive equal to the sum of three (3) times (i) Executive’s current Base Salary, and (ii) the amount of benefits that accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment). In addition, the Bank will cause to be continued for a period of three (3) years following such termination, life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination, at no cost to the Executive, provided, however, that if earlier, such medical and dental coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a spouse, in which case Executive’s family or spouse shall continue to be covered for the remainder of the three (3) year period. In addition, the Executive shall receive three years of vesting credit under any stock option or restricted stock award granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

Notwithstanding anything herein to the contrary, in the event a benefit is payable under this Section 10(b), no benefit will be payable under Section 8 of this Agreement.

(c) 280G Cutback. Notwithstanding Section 10(b) above, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) or any successor thereto, and to avoid such a result, the cash severance will be reduced by the minimum extent necessary in order for the value of the Termination Benefits to equal one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code.

11. Nondisclosure/Non-Competition and Non-Solicitation by Executive.

(a) Nondisclosure/Confidential Information. Executive acknowledges and agrees that certain information obtained while employed by the Employer is confidential, and, is important to Employer and to the effective operation of Employer’s business. Executive, therefore, agrees that while employed by the Employer, and at any time afterwards, he will make no disclosure of any kind, directly or indirectly, concerning any confidential information relating to Employer or any of its activities.

(b) Non-Competition. Executive further agrees that at all times while the Executive is employed by the Bank and during that period of time when Executive is receiving a Base Salary Payment from the Employer and for a period of or thirty-six (36) months after the termination of his employment or the expiration of this Agreement or the expiration of that period of time when Executive is receiving a Base Salary Payment from the Employer, whichever is later, Executive shall not, directly or indirectly, or individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, Executive, manager, agent, representative, independent contractor, consultant or otherwise, engage or

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participate in any business that is in competition in any manner with the business of the Employer in any county in which the Employer has an office, without the written permission of the Chairperson of the Board of Directors. Notwithstanding the foregoing, Sections 11(b) and 11(c) shall not be applicable on the event of a termination of employment within 12 months following a Change in Control.

(c) Non-Solicitation. The Executive hereby understands, acknowledges and agrees that, by virtue of his position with the Bank, the Executive has and will have advantageous familiarity and personal contacts with the customers, wherever located, of the Bank and has and will have advantageous familiarity with the business, operations and affairs of the Bank. In addition, the Executive understands, acknowledges and agrees that the business of the Bank is highly competitive. Accordingly, at all times while the Executive is employed by the Bank and during that period of time when Executive is receiving a Base Salary Payment from the Employer and for a period of thirty-six (36) months after the termination of his employment or the expiration of this Agreement or the expiration of that period of time when Executive is receiving a Base Salary Payment from the Employer, whichever is later, the Executive shall not, directly or indirectly, or individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, Executive, manager, agent, representative, independent contractor, consultant or otherwise:

(i) Solicit in any manner, seek to obtain or service any business of any person who is or was a customer or an active prospective customer of the Bank during the one-year period prior to the termination of Executive’s employment; or

(ii) Request or advise any customer, supplier, vendor or others who were doing business with the Bank during the one-year period prior to the termination of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Bank; or

(iii) Induce, request or attempt to influence any Executive of the Bank who was employed by the Bank during the two-year period prior to the termination of Executive’s employment, to terminate his or her employment with the Bank.

(d) Remedies. Executive acknowledges and agrees that his obligations under this Section 11 are of a special and unique nature and that a failure to perform any such obligation or a violation of any such obligation would cause irreparable harm to the Employers, the amount of which cannot be accurately compensated for in damages by an action at law. In the event of a breach by the Executive of any of the provisions of this Section 11, the Bank shall be entitled to an injunction restraining the Executive from such breach. Nothing in this Section shall be construed as prohibiting the Bank from pursuing any other remedies available for any breach of this Agreement.

(e) Enforceability. Notwithstanding the foregoing, in the event that any provision of this Section is found by a court of competent Jurisdiction to exceed the time, geographic or other restrictions permitted by applicable law, then such court will have the power to reduce, limit or reform (but not to increase or make greater) such provision to make it enforceable to the maximum extent permitted by law, and such provision will then be enforceable against the Executive in its reduced, limited or reformed manner. In addition, the parties agree that in the event that any of the provisions of this Section are determined to be invalid, illegal, or unenforceable they will be severable in accordance with Section 20.

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12. Required Regulatory Provisions.

(a) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. §1818(e)(3)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed in appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) (12 U.S.C. §1818(e)(4)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of the Federal Deposit insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(c) If the Bank is in default as defined in Section 3(x)(1) (12 U.S.C. §1818(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(d) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by the Director of the OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act; or (ii) by the Director or his or her designee at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(e) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

(f) Notwithstanding anything else in this Agreement, Executive’s employment shall not be deemed to have been terminated unless and until the Executive has a Separation from Service within the meaning of Section 409A of the Code. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the termination (whether as an employee or as an independent contractor) or the level of further services

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performed will be less than 50% of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a “Specified Employee,” as defined in Code Section 409A and any payment to be made under this Agreement shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

13. Survival of Certain Provisions. Upon any termination of the Executive’s employment with the Bank or the termination of this Agreement, other than within 12 months following a Change in Control, the Executive and Bank hereby expressly agree that the provisions of Section 9 of this Agreement will continue to be in full force and effect and binding upon the Executive in accordance with the provisions of Section 9.

14. Additional Terms. Additional terms and conditions of Executive’s employment with the Employer may be agreed upon and must be in writing and signed by Executive and the Chairperson of the Board; provided, however, that such additional terms and conditions as may be agreed to shall not modify the terms and conditions herein unless specifically referenced as a modification of an existing term or condition.

15. Notices. Any notice given under this Agreement to either party shall be made in writing. Any such notice shall be deemed to be given when mailed to any such party by registered or certified mail, postage prepaid, addressed to the respective addresses set forth below, or at such other addresses as such party may designate (by written notice given to the other party) as their respective address for purposes of notice:

Executive: At the Executive’s home address

as maintained in the records of the Bank

Employer: Chairman of the Board

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

16. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

17. Assignment. The rights and obligations of Employer under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of Employer, but Employer shall not assign this Agreement without Executive’s prior written consent, which consent shall not be unreasonably withheld. The rights and obligations of Executive under this Agreement shall inure to the benefit only of the Executive and may not be assigned to any successors or assigns of the Executive.

18. Headings. The headings of this Agreement are inserted for convenience only and are not to be considered in construction of the provisions of it.

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19. Interpretation/Governing Law/Venue. All questions of validity and interpretation of this Agreement shall be governed by, and construed and enforced in all respects, in accordance with the laws of the State of Michigan.

Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the Circuit court of Midland County, Michigan or the Federal District Court for the Eastern District of Michigan. The parties specifically consent and admit to the jurisdiction and venue of such state or federal court.

20. Severability. If a court of competent jurisdiction determines that any one or more of the provisions of this Agreement is invalid, illegal or unenforceable in any respect, such determination shall not affect the validity, legality or enforceability of any other provision of this Agreement.

21. Entire Agreement. This Agreement contains the entire agreement of the parties and no previous representations, inducements, promises, or agreements, oral or otherwise, shall be of any force or effect, including the employment agreement entered into between the Bank and the Executive, dated June 1, 2009. No change or modification of this Agreement shall be valid unless in writing and signed by the party against whom such change or modification is sought to be enforced.

In Witness Whereof, the parties have executed this Agreement as of the day and year written above.

WOLVERINE BANK, F.S.B.		EXECUTIVE
By:		By:
	Chairman of the Board of Directors		David H. Dunn
			President and Chief Executive Officer

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EX-10.2

Exhibit 10.2

[FORM OF]

WOLVERINE BANK, F.S.B.

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) by and between Wolverine Bank, F.S.B., whose principal offices are located at 5710 Eastman Avenue, Midland, Michigan, 48640 (“Bank” or “Employer”) and Rick A. Rosinski (“Executive”) is hereby entered into as of                  , 2010 (the “Effective Date”). Any reference herein to the “Company” shall mean Wolverine Bancorp, Inc., the parent holding company of the Bank.

WITNESSETH:

WHEREAS, the Executive is currently employed as Chief Operating Officer and Treasurer of the Bank and the Bank wishes to assure itself of the services of Executive as an officer of the Bank for the period provided in this Agreement; and

WHEREAS, the Bank has adopted a Plan of Conversion pursuant to which the Bank will convert to a federally chartered stock savings bank and become a wholly owned subsidiary of the Company (the “Conversion”); and

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the Bank and the Executive hereby agree as follows:

1. Employment. Employer employs Executive as Chief Operating Officer and Treasurer, and Executive accepts employment, subject to the terms and conditions set forth in this Agreement. Executive also agrees to serve, if appointed or elected, as a member of the Board of Directors of the Employer (the “Board”), and as an officer and/or director of any subsidiary or affiliate of the Bank or the Company.

2. Term and Annual Renewal.

(a) The term of this Agreement will begin as of the Effective Date and will continue for twenty-four (24) full calendar months thereafter. Commencing on the first anniversary date of the Effective Date of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, a majority of the members of the Board who are not executive officers of the Bank may extend the term of this Agreement for an additional year such that the remaining term shall be twenty-four (24) months, unless written notice of non-renewal is provided to Executive at least thirty (30) days prior to any such Anniversary Date, in which case the term of this Agreement will become fixed and will terminate at the end of the twelve (12) months following such Anniversary Date. Prior to each Anniversary Date, the members of the Board who are not executive officers of the Bank will conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this

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Agreement, and the results thereof will be included in the minutes of the Board’s meeting. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control under Section 10(a) hereof, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

(b) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.

3. Duties. Employer shall employ the Executive to be the Chief Operating Officer and Treasurer of the Employer and as such, Executive shall perform services the same as, or generally consistent with, the services generally and customarily performed by a Chief Operating Officer and Treasurer.

4. Extent of Service. Executive shall devote Executive’s full business time, attention and energies, as well as Executive’s best talents and abilities, to the business of the Employer in accordance with Employer’s instructions and directions and shall not, during the term of this Agreement, be engaged in any other employment for any other employer.

5. Compensation.

(a) For all services rendered by Executive under this Agreement (including services as an officer, Executive, Director or member of any Board committee), Employer agrees to pay Executive an annual salary (“Base Salary”) of $                     per year from the Effective Date, payable according to the Employer’s regular pay practices, with subsequent annual Base Salary increases, if any, based on an annual review by Employer’s Board of Directors.

At approximately annual intervals during the fourth quarter of each fiscal year of the Bank during the term of this Agreement, the Board will review, or will cause to be reviewed, the Base Salary payable to the Executive, giving attention to all factors that the Board deems pertinent, including, without limitation, any recommendations of the Board or the Compensation Committee of the Board, the performance of the Bank, the performance of the Executive and the compensation practices inside and outside of the Bank. The Board will, after such annual review, determine the Base Salary to be paid until the completion of the next annual review, but such new Base Salary will not be less than the Base Salary as of the Effective Date. The Base Salary will be paid to the Executive in accordance with the Bank’s usual and customary payroll practices applicable to its Executives generally.

(b) In addition, the Employer may, annually, in its discretion after a review by the Employer of Executive’s performance for the year under review, pay the Executive a bonus in addition to the Executive’s Base Salary. The payment of a bonus is not required under the terms of this provision of the Agreement, but if a bonus is awarded to the Executive the payment thereof shall be made within sixty (60) days of the determination to award a bonus. The bonus payment, if any, shall not be construed as an increase in Executive’s Base Salary.

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(c) Taxes and Other Amounts. All taxes (other than the Bank’s portion of FICA taxes) on the Base Salary and other amounts payable to the Executive pursuant to this Agreement or any plan or program will be paid by the Executive. The Bank will be entitled to withhold from the Base Salary and all other amounts payable to the Executive pursuant to this Agreement or any plan or program (i) applicable withholding taxes, and (ii) such other amounts as may be authorized by the Executive in writing,

6. Executive Benefits.

(a) Executive shall be entitled to participate in any life insurance, disability, medical, hospital, health or dental insurance, or other bonus, incentive, profit sharing, stock option, retirement or other Executive benefit plans of the employer, whether contributory or non-contributory, as may from time to time be uniformly maintained by Employer for its salaried Executives during the term of employment under this Agreement.

(b) Employer will reimburse Executive for all reasonable and necessary business expenses incurred by him in the performance of his duties under this Agreement upon the presentation by Executive to Employer, from time to time, of an itemized account of such expenditures, including receipts where appropriate. Such reimbursements shall be paid promptly by the Bank and in any event not later than March 15 of the year immediately following the end of the calendar year in which the Executive incurred such expense.

7. Early Termination. Subject to the continuing obligations of the parties set forth in this Agreement, the Executive’s employment with the Bank may be terminated during the term of this Agreement in any of the following ways:

(a) Executive’s death or disability will terminate this Agreement. For purposes of this Agreement “disability” shall be defined as the Executive being unable to perform (in the judgment of the Employer evidenced by a resolution adopted in good faith by a majority of its Board of Directors) any substantial duty to Employer as set forth in Sections 3 and 4 of this Agreement, by reason of illness, disability, incapacity or other inability, for a period of more than six (6) months;

(b) Upon the mutual agreement of the Employer or Executive;

(c) Employer shall have the right to terminate this Agreement at any time for “Cause.” Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(i) material act of dishonesty in performing Executive’s duties on behalf of the Bank or incompetence in the performance of such duties;

(ii) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(iii) breach of fiduciary duty involving personal profit;

(iv) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

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(v) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;

(vi) material breach by Executive of any provision of this Agreement; or

(vii) gross negligence in the performance of the Executive’s duties.

(d) By the Employer without Cause provided the Employer shall give Executive thirty (30) days advance written notice of the Executive’s termination;

(e) The Executive shall have the right to terminate his employment under this Agreement for Good Reason within ninety (90) days of the occurrence of the event giving rise to such Good Reason; provided, however, the Executive must provide the Employer with written notice of such Good Reason and provide the Employer a period of at least thirty (30) days to cure the event giving rise to Good Reason. For purposes of this Agreement, the term “Good Reason” means;

(i) A material diminution in the Executive’s Base Salary; or

(ii) A material diminution in the Executive’s authority, duties or responsibilities under this Agreement; or

(iii) A material change in the geographic location at which the Executive must perform services under this Agreement; or

(iv) Any other action or inaction that constitutes a material breach by the Employer of this Agreement;

(f) Executive may terminate this Agreement without Good Reason provided Executive provides Employer with a ninety (90) day advance written notice of such termination.

8. Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following:

(a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“Base Salary Payment”), for a period of twenty-four (24) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement.

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In the event the Executive becomes employed by a third party or by the Employer at any time within the twenty-four months period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to.

(b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination. If such payments are prohibited under applicable law, including the benefits that would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made. In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

9. Termination and Board Membership. To the extent Executive is a member of the Board on the date of termination of employment with the Bank (other than a termination in connection with a Change in Control), Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination (other than termination in connection with a Change in Control), and such resignation will not be conditioned upon any event or payment.

10. Termination in Connection with a Change in Control.

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(a) Change in Control Defined. For purposes of this Agreement, a “Change in Control” means any of the following events:

(i) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities;

(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is nominated by the board by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

(b) Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive’s employment Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten (10) calendar days of the termination of Executive’s employment, make a lump-sum cash payment to Executive equal to the sum of two (2) times (i) Executive’s current Base Salary, and (ii) the amount of benefits that accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment). In addition, the Bank will cause to be continued for a period of two (2) years following such termination, life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination, at no cost to the Executive, provided, however, that if earlier, such medical and dental coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a spouse, in which case Executive’s family or spouse shall continue to be covered for the remainder of the two (2) year period. In addition, the Executive shall receive two years of vesting credit under any stock option or restricted stock award granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

Notwithstanding anything herein to the contrary, in the event a benefit is payable under this Section 10(b), no benefit will be payable under Section 8 of this Agreement.

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(c) 280G Cutback. Notwithstanding Section 10(b) above, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) or any successor thereto, and to avoid such a result, the cash severance will be reduced by the minimum extent necessary in order for the value of the Termination Benefits to equal one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code.

11. Nondisclosure/Non-Competition and Non-Solicitation by Executive.

(a) Nondisclosure/Confidential Information. Executive acknowledges and agrees that certain information obtained while employed by the Employer is confidential, and, is important to Employer and to the effective operation of Employer’s business. Executive, therefore, agrees that while employed by the Employer, and at any time afterwards, he will make no disclosure of any kind, directly or indirectly, concerning any confidential information relating to Employer or any of its activities.

(b) Non-Competition. Executive further agrees that at all times while the Executive is employed by the Bank and during that period of time when Executive is receiving a Base Salary Payment from the Employer and for a period of twenty-four (24) months after the termination of his employment or the expiration of this Agreement or the expiration of that period of time when Executive is receiving a Base Salary Payment from the Employer, whichever is later, Executive shall not, directly or indirectly, or individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, Executive, manager, agent, representative, independent contractor, consultant or otherwise, engage or participate in any business that is in competition in any manner with the business of the Employer in any county in which the Employer has an office, without the written permission of the Chairperson of the Board of Directors. Notwithstanding the foregoing, Sections 11(b) and 11(c) shall not be applicable on the event of a termination of employment within 12 months following a Change in Control.

(c) Non-Solicitation. The Executive hereby understands, acknowledges and agrees that, by virtue of his position with the Bank, the Executive has and will have advantageous familiarity and personal contacts with the customers, wherever located, of the Bank and has and will have advantageous familiarity with the business, operations and affairs of the Bank. In addition, the Executive understands, acknowledges and agrees that the business of the Bank is highly competitive. Accordingly, at all times while the Executive is employed by the Bank and during that period of time when Executive is receiving a Base Salary Payment from the Employer and for a period of twenty-four months after the termination of his employment or the expiration of this Agreement or the expiration of that period of time when Executive is receiving a Base Salary Payment from the Employer, whichever is later, the Executive shall not, directly or indirectly, or individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, Executive, manager, agent, representative, independent contractor, consultant or otherwise:

(i) Solicit in any manner, seek to obtain or service any business of any person who is or was a customer or an active prospective customer of the Bank during the one-year period prior to the termination of Executive’s employment; or

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(ii) Request or advise any customer, supplier, vendor or others who were doing business with the Bank during the one-year period prior to the termination of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Bank; or

(iii) Induce, request or attempt to influence any Executive of the Bank who was employed by the Bank during the two-year period prior to the termination of Executive’s employment, to terminate his or her employment with the Bank.

(d) Remedies. Executive acknowledges and agrees that his obligations under this Section 11 are of a special and unique nature and that a failure to perform any such obligation or a violation of any such obligation would cause irreparable harm to the Employers, the amount of which cannot be accurately compensated for in damages by an action at law. In the event of a breach by the Executive of any of the provisions of this Section 11, the Bank shall be entitled to an injunction restraining the Executive from such breach. Nothing in this Section shall be construed as prohibiting the Bank from pursuing any other remedies available for any breach of this Agreement.

(e) Enforceability. Notwithstanding the foregoing, in the event that any provision of this Section is found by a court of competent Jurisdiction to exceed the time, geographic or other restrictions permitted by applicable law, then such court will have the power to reduce, limit or reform (but not to increase or make greater) such provision to make it enforceable to the maximum extent permitted by law, and such provision will then be enforceable against the Executive in its reduced, limited or reformed manner. In addition, the parties agree that in the event that any of the provisions of this Section are determined to be invalid, illegal, or unenforceable they will be severable in accordance with Section 20.

12. Required Regulatory Provisions.

(a) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. §1818(e)(3)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed in appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) (12 U.S.C. §1818(e)(4)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of the Federal Deposit insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

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(c) If the Bank is in default as defined in Section 3(x)(1) (12 U.S.C. §1818(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(d) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by the Director of the OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act; or (ii) by the Director or his or her designee at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(e) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

(f) Notwithstanding anything else in this Agreement, Executive’s employment shall not be deemed to have been terminated unless and until the Executive has a Separation from Service within the meaning of Section 409A of the Code. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the termination (whether as an employee or as an independent contractor) or the level of further services performed will be less than 50% of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a “Specified Employee,” as defined in Code Section 409A and any payment to be made under this Agreement shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

13. Survival of Certain Provisions. Upon any termination of the Executive’s employment with the Bank or the termination of this Agreement, other than within 12 months following a Change in Control, the Executive and Bank hereby expressly agree that the provisions of Section 9 of this Agreement will continue to be in full force and effect and binding upon the Executive in accordance with the provisions of Section 9.

14. Additional Terms. Additional terms and conditions of Executive’s employment with the Employer may be agreed upon and must be in writing and signed by Executive and the Chairperson of the Board; provided, however, that such additional terms and conditions as may be agreed to shall not modify the terms and conditions herein unless specifically referenced as a modification of an existing term or condition.

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15. Notices. Any notice given under this Agreement to either party shall be made in writing. Any such notice shall be deemed to be given when mailed to any such party by registered or certified mail, postage prepaid, addressed to the respective addresses set forth below, or at such other addresses as such party may designate (by written notice given to the other party) as their respective address for purposes of notice:

Executive: At the Executive’s home address

                   as maintained in the records of the Bank

Employer: Chairman of the Board

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

16. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

17. Assignment. The rights and obligations of Employer under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of Employer, but Employer shall not assign this Agreement without Executive’s prior written consent, which consent shall not be unreasonably withheld. The rights and obligations of Executive under this Agreement shall inure to the benefit only of the Executive and may not be assigned to any successors or assigns of the Executive.

18. Headings. The headings of this Agreement are inserted for convenience only and are not to be considered in construction of the provisions of it.

19. Interpretation/Governing Law/Venue. All questions of validity and interpretation of this Agreement shall be governed by, and construed and enforced in all respects, in accordance with the laws of the State of Michigan.

Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the Circuit court of Midland County, Michigan or the Federal District Court for the Eastern District of Michigan. The parties specifically consent and admit to the jurisdiction and venue of such state or federal court.

20. Severability. If a court of competent jurisdiction determines that any one or more of the provisions of this Agreement is invalid, illegal or unenforceable in any respect, such determination shall not affect the validity, legality or enforceability of any other provision of this Agreement.

21. Entire Agreement. This Agreement contains the entire agreement of the parties and no previous representations, inducements, promises, or agreements, oral or otherwise, shall be of any force or effect. No change or modification of this Agreement shall be valid unless in writing and signed by the party against whom such change or modification is sought to be enforced.

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In Witness Whereof, the parties have executed this Agreement as of the day and year written above.

WOLVERINE BANK, F.S.B.		EXECUTIVE
By:		By:
	President and Chief Executive Officer		Rick A. Rosinski Chief Operating Officer and Treasurer

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EX-10.3

Exhibit 10.3

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

Wolverine Bank (the “Company”) and Rick A. Rosinski (the “Participant”) hereby enter into this Long Term Incentive Plan (the “Plan”) agreement for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. The Plan shall be subject to the following terms and conditions.

1. Term of the Plan. The term of the Plan shall be seven (7) years from the effective date.

2. Effective Date. The effective date of the Plan shall be January 1, 2006.

3. The Performance Period. The plan shall have a three (3) year performance measurement period (the “Performance Period”) beginning with the Effective Date of the Plan.

4. Performance Measures. The following performance measures shall be used to determine the amounts earned by the Participant during the Performance Period.

a. Safety and Quality. Successful completion of the Federal Bank Examiners’ audit with ratings both for C.A.M.E.L.S. and Compliance at either a 1 or 2 rating for each section will be rewarded with $7,000 each year. If the Examiners skip a year, the prior year ratings will apply. If the Examiners change their rating system, the Board in its judgment shall approximate these awards.

b. Growth. The Participant can earn up to $20,000, based on the sum of the highest average of 3 consecutive months in 2008 of the sum of Total Assets and Total Deposits, prorated between the base number of $460,000,000 as 0% and $683,000,000 as 100%. Performance above $683,000,000 will be prorated above 100%.

c. Profitability. The Participant can earn $10,000, based on the highest annual Return on Assets (R.O.A) of the three years, prorated between 0.8% as 0% and 1.0% as 100%. Performance above 1.0% will be prorated above 100%.

The Participant can earn $10,000 based on the highest annual Return on Equity (R.O.E) of the three years, prorated between 5.0% as 0% and 9.0% as 100%. Performance above 9.0% will be prorated above 100%.

d. The Company may, in its sole discretion, increase or decrease the award earned by a maximum of twenty-five (25%) percent to adjust for other performance factors.

e. Continued Employment. Participant must remain employed with the Company for the entire Performance Period to earn the amounts provided under this Plan.

5. Mandatory Deferral Period. Payment of any amount earned during the Performance Period shall be deferred for a period of four (4) years after the end of the Performance Period with interest credited annually at the prevailing average one year U.S. Treasury Note rate plus the average Yield Cost Analysis Spread rate earned by the Company.

6. Voluntary Deferral Period. Participant may make a written election at least twelve (12) months prior to the end of the Mandatory Deferral Period to further defer payment of any amount earned

under the Plan until the end of any calendar year that is at least five (5) years after the end of the Mandatory Deferral Period, provided such election is also made before the end of the calendar year of his Retirement. Notwithstanding the previous sentence, Participant may not make a voluntary deferral election if the election would defer payment beyond a maximum of five (5) subsequent calendar years following Retirement and the Company shall disregard any such election and pay any amount owed under this Plan as scheduled prior to the election. Interest during the Voluntary Deferral Period shall be credited annually at the Prime Rate.

7. Retirement. For purposes of the Plan, “Retirement” is defined as termination of employment of the Participant at age sixty or later that constitutes a “separation from service” as defined in regulations under Section 409A of the Internal Revenue Code.

a. Retirement During the Performance Period. In the event of Retirement of the Participant during the Performance Period, the award will be based on the actual performance achieved for the calendar year(s) prior to his Retirement and for the prorated calendar portion of the year of his Retirement. Payment will be made within sixty (60) days after the end of the calendar year of his Retirement.

b. Retirement During the Mandatory Deferral Period. In the event of the Retirement of the Participant during the Mandatory Deferral Period, any amount due the Participant will be paid within sixty (60) days following the end of the calendar year in which he retires, unless prior to his Retirement the Participant has elected voluntary deferral as provided in paragraph 6 above.

c. Retirement During the Voluntary Deferral Period. In the event of the Retirement of the Participant during the Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election.

8. Death of Participant. The Participant may designate, in writing, a beneficiary or beneficiaries to receive any amounts due under the Plan in the event of his death. If no beneficiary is designated, such amounts will be paid to his estate.

a. Death During the Performance Period or Mandatory Deferral Period. In the event of the death of the Participant during the Performance Period or the Mandatory Deferral Period, payment will be made in accordance with paragraph 7, substituting the date of death for the date of Retirement.

b. Death During the Voluntary Deferral Period. In the event of the death of the Participant during the Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election, substituting the date of his death for his Retirement date.

9. Disability of Participant. In the event of Disability, payments of amounts due the Participant shall be made to him under the terms of paragraph 7, substituting his Disability date for his Retirement date. “Disability” means that a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (a) unable to engage in any substantial gainful activity; or (b) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Company.

10. Forfeiture. Any amounts earned under the Plan, including credited interest, shall be forfeited if the Participant’s employment is terminated for Cause with seven (7) years from the Effective Date of the Plan. “Cause” shall be defined as: dishonesty, incompetence, or behavior reflecting adversely and materially upon the Company.

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11. No Continuance of Employment Rights. Nothing contained in the Plan shall confer or be deemed to confer upon the Participant any right with respect to the continuance of his employment by the Company, nor interfere in any way with the right of the Company to terminate his employment at any time with or without assigning any reason therefore.

12. Administration and Interpretation. The Board of Directors of the Company shall administer and interpret the terms of the Plan. An Annual Accounting of this Plan will occur within 90 days of the close of the Company’s annual financial reporting.

13. Execution of the Agreement. This instrument shall constitute an agreement between the Company and the Participant only if a copy signed by the Participant is received by the Chairman of the Board at the offices of the Company in Midland, Michigan within thirty (30) days of the date of receipt of this Agreement.

14. Specified Employee. Notwithstanding any other timing provision of this Plan, if, at the time payments attributable to Participant’s separation from service would commence, the Participant is a Specified Employee, no payment may be made before the date that is six months after the Participant would otherwise be entitled to payment. Payments to which a Participant would otherwise have been entitled during that six months will be accumulated and paid on the first day of the seventh month following the date the Participant was otherwise first entitled to payment. Status as a “Specified Employee” is determined under regulations under Section 409A of the Internal Revenue Code as of the date of the Participant’s separation from service. In general, the Participant is a Specified Employee if the Participant is a key employee of the Company, or any member of a controlled group or group of commonly controlled trades or businesses with the Company, any stock of which is publicly traded on an established securities market or otherwise. The Participant is a key employee if the Participant meets the requirements of Section 416(i)(l)(A)(i), (ii), or (iii) of the Internal Revenue Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the 12-month period ending on a specified employee identification date. If the Participant is a key employee as of a specified employee identification date, the Participant is treated as a key employee for the entire 12-month period beginning on the specified employee effective date, as provided in regulations under Section 409A of the Internal Revenue Code.

15. Prohibition on Acceleration. The time and schedule of payment under this Plan may not be accelerated.

WOLVERINE BANK
By
	Rick A. Rosinski

Its

Date: Date:

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[FORM OF]

FIRST AMENDMENT TO

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

This First Amendment (the “Amendment”) to the Wolverine Bank (the “Bank”) Long Term Incentive Plan effective as of January 1, 2006 (as amended, the “Plan”) and entered into with Rick A. Rosinski (the “Participant”), is dated and is effective as of                          , 2010.

W I T N E S S E T H:

WHEREAS, in connection with the Bank’s conversion from mutual to stock form (the “Conversion”) and the related offering of shares of common stock (the “Offering”) by Wolverine Bancorp, Inc. (the “Holding Company”), the Board of Directors of the Bank (the “Board”) desires to amend the Plan to provide the Participant with a one-time opportunity to direct that amounts deferred or credited on behalf of the Participant to an unfunded bookkeeping account or unfunded bookkeeping entry to be used to purchase common stock of the Holding Company (“Common Stock”) in the Offering and that no Common Stock may be purchased on behalf of a Participant subsequent to the Offering; and

WHEREAS, the Bank and the Participant desire to freeze the Plan to provide that that no further bonuses may be earned under the Plan effective as of June 30, 2010.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Board hereby amends the Plan as follows:

Section 1. New Section 16 of the Plan. Section 16 of the Plan is hereby added to read in its entirety as follows:

“16. “Account” shall mean a bookkeeping account maintained by the Bank in the name of the Participant. The Participant’s Account shall consist of the following sub-Accounts: (i) Cash Account, a sub-account that is credited with all investments other than assets credited to the Stock Units Account; (ii) Stock Units Account, a sub-account that is credited with Stock Units; and (iii) such other sub-accounts as the Board of Directors of the Bank may deem necessary. The Stock Units Account (i) may not be diversified; (ii) must remain at all times credited with units that represent Common Stock; and (iii) must be distributed solely in the form of Common Stock. A Participant’s Account shall be utilized solely as a device for the measurement and determination of any benefits payable to a Participant pursuant to this Plan. A Participant shall have no interest in his Account, nor shall it constitute or be treated as a trust fund of any kind.”

Section 2. New Section 17 of the Plan. Section 17 of the Plan is hereby added to read as follows:

“17. “Stock Units” shall mean shares of Common Stock, with each Stock Unit representing one share of Common Stock.”

Section 3. New Section 18 of the Plan. Section 18 of the Plan is hereby added to read as follows:

“18. General. Amounts credited under this Plan will be credited to one or more bookkeeping accounts (including the Cash Account and/or the Stock Units Account) for a Participant in accordance with a Participant’s investment election (subject to the ability of the Board to override the investment election at its sole discretion) on an investment election form supplied by the Bank (the “Investment Election Form”), a copy of which is attached as Exhibit 1. All amounts credited to an Account prior to the date of this Amendment shall be credited to the Cash Account. The Participant’s ultimate deferred compensation payments shall be based on the aggregate value of the Cash Account and the aggregate number of Stock Units accrued in the Stock Units Account (and any other sub-accounts) determined as hereinafter set forth:

(a) Stock Units Account – One-Time Election/Opportunity. In connection with the Offering, a Participant may elect that all or any part of amounts contributed to his or her account be credited to the Stock Units Account (“Amount Invested”). A Participant may not make any such election following the Offering. All amounts credited to the Stock Units Account shall be applied to the crediting of Stock Units. The number of Stock Units credited to a Participant’s Stock Units Account shall equal the Amount Invested divided by the fair market value of one share of Common Stock as of the date of the Offering. Fractional Stock Units will be used. Each Stock Unit shall be deemed to pay dividends as if it were one share of Common Stock, and any such deemed dividends will result in the crediting of additional Stock Units to the Stock Units Account as of the date the dividend is paid with the number of Stock Units so credited to be calculated based on the fair market value of one share of Common Stock as of the date the dividend is paid. After the crediting of Stock Units to the Stock Units Account, subsequent fluctuations in the fair market value of the Common Stock shall not result in any change in the number of such Stock Units then credited to the Stock Units Account.

(b) Cash Account. Any amount that a Participant does not elect to be credited to the Stock Units Account shall remain in his or her account Cash Account and such amounts shall continue to be credited with an investment return as specified in the Plan.

(c) In the event of any change in the outstanding shares of the Holding Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, then the Stock Units Account of each Participant shall be adjusted by the Board in a reasonable manner to compensate for the change, and any such adjustment by the Board shall be conclusive and binding for all purposes of the Plan.

(d) Neither a Participant nor the Board are permitted to transfer amounts between the Cash Account and the Stock Units Account, with the exception that a Participant will be given the ability in connection with the mutual to stock conversion of the Bank to transfer amounts from the Cash Account to the Stock Units Account.”

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Section 4. New Section 19 of the Plan. Section 19 of the Plan is hereby added to read as follows:

“19. “Any distribution from the Stock Units Account must be solely in the form of whole shares of Common Stock and cash will not be distributed in lieu of fractional shares.”

Section 5. New Section 20 of the Plan. Section 20 of the Plan is hereby added to read as follows:

“20. “Freezing of the Plan. Notwithstanding any provision in this Plan to the contrary, the value of the Participant’s account shall be frozen as of June 30, 2010 (the “Freeze Date”). After the Freeze Date, the Bank will not credit the Participant’s account with any further bonus amounts, however, interest will continue to be credited annually using an interest rate equal to the one year U.S. Treasury note rate plus the average yield cost analysis spread rate earned by Wolverine Bank.”

Section 6. No Change in Time or Form of Payment. This Amendment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and this Amendment does not change the time or form of any distribution under the Plan.

Section 7. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the consummation of the Conversion and Offering. In the event the Conversion and Offering does not occur, this Amendment shall be deemed null and void.

Section 8. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the Bank and Participant have duly executed this Amendment as of the day and year first written above.

WOLVERINE BANK

By:

Name:
Title:	Director
PARTICIPANT
By:

Name:

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Exhibit 1

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

Investment Election Form for One-Time Opportunity

To Invest in the Stock Units Account

I acknowledge receipt of a copy of the Wolverine Bank Long Term Incentive Plan and the First Amendment to the Plan (collectively, the “Plan”) and I understand that the Plan and this Investment Election Form constitute a binding agreement between myself and the Bank. I further acknowledge that I have no rights to any benefits under the Plan until the time of distribution pursuant to the provisions of the Plan. Any capitalized terms used in this Investment Election Form but not otherwise defined herein shall have the meanings set forth in the Plan.

The First Amendment provides that you may elect that all or any part of amounts deferred or credited on your behalf to an unfunded bookkeeping account or unfunded bookkeeping entry may be used to purchase common stock of Wolverine Bancorp, Inc. (the “Common Stock”) on the date of the Conversion. The Common Stock will be held in a Stock Units Account on your behalf and the fair market value of a Stock Unit will equal the fair market value of a share of Common Stock.

The First Amendment provides that the Stock Units Account may not be diversified (i.e., it may not be converted to cash or any other investment) and a distribution from the Stock Units Account must be in the form of Common Stock.

The First Amendment provides that after the Conversion, you will not be able to elect to have any additional amounts contributed to the Stock Units Account. Consequently, you have a one-time opportunity to use your account balance to purchase Common Stock in the Offering. If you do not wish to make such an election, you do not need to return this form.

I hereby elect to use my account balance to purchase the following amount of Common Stock at the time of the Offering (the amount may not exceed the maximum amount provided in the prospectus):

$___________________ of Common Stock of Wolverine Bancorp, Inc.

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PARTICIPANT

Signature:

Printed Name:

The Board hereby accepts this Investment Election Form.

Signature:

Printed Name:

Date Received:

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EX-10.4

Exhibit 10.4

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

On this 28th day of February, 2008, Wolverine Bank (the “Company”) and David H. Dunn (the “Participant”) hereby amend and restate this Long Term Incentive Plan (the “Plan”) agreement that was previously entered into for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. This amendment and restatement is effected in order to comply with Section 409A of the Internal Revenue Code. Effective January 1, 2005, the Plan shall be subject to the following terms and conditions.

1. Term of the Plan. The term of the Plan shall be seven (7) years from the effective date.

2. Effective Date. The effective date of the Plan shall be January 1, 2002.

3. The Performance Period. The Plan shall have a three (3) year performance measurement period beginning with the Effective Date of the Plan.

a. The performance measurements used to determine the amounts earned during the Performance Period are:

(1) Capital Growth. Capital Growth shall be measured by calculating the Company’s return on equity (ROE). This ROE will be adjusted for the capital to assets ratio exceeding eight (8%) percent. This adjustment will be to reduce reported earnings by the current capital to assets ratio minus eight (8%) percent. The dollar amount of this capital will be multiplied by the Company’s after tax average Fed Funds Rate for that time period and will be a reduction in earnings. The reduced earnings divided by the eight (8%) percent capital level will determine the ROE.

(2) Sheshunoff Peer Industry Performance. The Sheshunoff Peer Industry Performance shall be the rating for the Michigan Peer Group reported at the end of each calendar year in the Sheshunoff Bank and S&L Quarterly Report by The Sheshunoff Information Services, Inc., P. O. Box 13203, Capital Station, Austin, Texas 78711-3203.

4. The following performance measures shall be used to determine the amounts earned by the Participant during the Performance Period.

Average Annual Capital Growth	Amount Earned	Average Annual Sheshunoff Peer Industry Performance Rating	Amount Earned
16% or greater	$85,000.00	90 or greater	$15,000.00
8% or less	None	60 or less	None

a. The amounts earned shall be prorated for actual performance between the above.

b. The total award shall be the sum of the two amounts referred to above.

c. The Company may, in its sole discretion, increase or decrease the award earned by a maximum of twenty-five (25%) percent to adjust for other performance factors.

5. Mandatory Deferral Period. Payment of any amount earned during the Performance Period shall be deferred for a period of four (4) years after the end of the Performance Period and paid in a lump sum on the last day of the Mandatory Deferral Period with interest credited annually at the prevailing national prime lending rate in effect on the first business day of each calendar month (Prime Rate) multiplied by a factor which shall vary from year to year with the Annual Capital Growth Rate during the Deferral Period according to the following table:

Annual Capital Growth Rate from the Preceding Calendar Year	Factor to be Multiplied by the Prime Rate
16% or greater	1.4
15%	1.3
14%	1.2
13%	1.1
12%	1.0
11%	.9
10%	.8
9%	.7
8% or less	.6

During the Mandatory Deferral Period, the Annual Capital Growth Rate which is referenced for purposes of this calculation shall be the rate from the preceding calendar year.

6. First Voluntary Deferral Period. Participant may make a written election at least twelve (12) months prior to the end of the Mandatory Deferral Period to further defer payment of any amount earned under the Plan until the end of any calendar year that is at least five (5) years after the end of the Mandatory Deferral Period, provided such election is also made before the end of the calendar year of his Retirement. Interest during the First Voluntary Deferral Period shall be credited annually at the Prime Rate.

7. Subsequent Voluntary Deferral Periods. Participant may make additional written elections at least twelve (12) months prior to the end of the preceding Voluntary Deferral Period to further defer payment of any amount earned under the Plan until the end of any calendar year that is at least five (5) years after the end of the preceding Voluntary Deferral Period, provided such election is also made before the end of the calendar year of his Retirement. Interest during any subsequent Voluntary Deferral Period shall be credited annually at the Prime Rate.

8. Form of Payment. Any award under this Plan will be paid in a lump sum cash payment unless the Participant elects to change the form of payment from a lump sum to up to ten (10) installments by providing the Company with a written election in a form acceptable to the Company. An election to change the form of payment must be made at least twelve (12) months before payment would otherwise be made and will automatically defer payment to the Participant for five years. For distributions paid in installments, each installment is deemed a separate payment that a Participant may elect to defer on an installment by installment basis.

9. Retirement. For purposes of the Plan, “Retirement” is defined as termination of employment of the Participant at age sixty or later that constitutes a “separation from service” as defined in regulations under Section 409A of the Internal Revenue Code.

a. Retirement During the Performance Period. In the event of Retirement of the Participant during the Performance Period, the award will be based on the actual performance achieved for the calendar year(s) prior to his Retirement and for the prorated calendar portion of the year of his Retirement. Payment will be made within sixty (60) days after the end of the calendar year of his Retirement.

b. Retirement During the Mandatory Deferral Period. In the event of the Retirement of the Participant during the Mandatory Deferral Period, any amount due the Participant will be paid within sixty (60) days following the end of the calendar year in which he retires, unless prior to his Retirement the Participant has elected voluntary deferral as provided in paragraphs 6 and 7 above.

c. Retirement During a Voluntary Deferral Period. In the event of the Retirement of the Participant during a Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election.

10. Death of Participant. The Participant may designate, in writing, a beneficiary or beneficiaries to receive any amounts due under the Plan in the event of his death. If no beneficiary is designated, such amounts will be paid to his estate.

a. Death During the Performance Period or Mandatory Deferral Period. In the event of the death of the Participant during the Performance Period or the Mandatory Deferral Period, payment will be made in accordance with paragraph 9, substituting the date of death for the date of Retirement.

b. Death During a Voluntary Deferral Period. In the event of the death of the Participant during a Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election, substituting the date of his death for his Retirement date.

11. Disability of Participant. In the event of Disability, payments of amounts due the Participant shall be made to him under the terms of paragraph 9, substituting his Disability date for his Retirement date. “Disability” means that a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (a) unable to engage in any substantial gainful activity; or (b) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Company.

12. Forfeiture. Any amounts earned under the Plan, including credited interest, shall be forfeited if the Participant’s employment is terminated for Cause within seven (7) years from the Effective Date of the Plan. “Cause” shall be defined as: dishonesty, incompetence, or behavior reflecting adversely and materially upon the Company.

13. No Continuance of Employment Rights. Nothing contained in the Plan shall confer or be deemed to confer upon the Participant any right with respect to the continuance of his employment by the Company, nor interfere in any way with the right of the Company to terminate his employment at any time with or without assigning any reason therefore.

14. Administration and Interpretation. The Board of Directors of the Company shall administer and interpret the terms of the Plan. An Annual Accounting of this Plan will occur within 90 days of the close of the Company’s annual financial reporting.

15. Execution of the Agreement. This instrument shall constitute an agreement between the Company and the Participant only if a copy signed by the Participant is received by the Chairman of the Board at the offices of the Company in Midland, Michigan within thirty (30) days of the date of receipt of this Agreement.

16. Specified Employee. Notwithstanding any other timing provision of this Plan, if, at the time payments attributable to Participant’s separation from service would commence, the Participant is a Specified Employee, no payment may be made before the date that is six months after the Participant would otherwise be entitled to payment. Payments to which a Participant would otherwise have been entitled during that six months will be accumulated and paid on the first day of the seventh month following the date the Participant was otherwise first entitled to payment. Status as a “Specified Employee” is determined under regulations under Section 409A of the Internal Revenue Code as of the date of the Participant’s separation from service. In general, the Participant is a Specified Employee if the Participant is a key employee of the Company, or any member of a controlled group or group of commonly controlled trades or businesses with the Company, any stock of which is publicly traded on an established securities market or otherwise. The Participant is a key employee if the Participant meets the requirements of Section 416(i)(l)(A)(i), (ii), or (iii) of the Internal Revenue Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the 12-month period ending on a specified employee identification date. If the Participant is a key employee as of a specified employee identification date, the Participant is treated as a key employee for the entire 12-month period beginning on the specified employee effective date, as provided in regulations under Section 409A of the Internal Revenue Code.

17. Prohibition on Acceleration. The time and schedule of payment under this Plan may not be accelerated.

* * *

WOLVERINE BANK
By	/s/	/s/ David H. Dunn

Its	Chairman
Date:	2/28/08	Date:	2-28-08

[FORM OF]

FIRST AMENDMENT TO

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

This First Amendment (the “Amendment”) to the Wolverine Bank (the “Bank”) Long Term Incentive Plan, as amended and restated on February 28, 2008 and originally effective as of January 1, 2002 (as amended, the “Plan”) and entered into with David H. Dunn (the “Participant”), is dated and is effective as of                          , 2010.

W I T N E S S E T H:

WHEREAS, in connection with the Bank’s conversion from mutual to stock form (the “Conversion”) and the related offering of shares of common stock (the “Offering”) by Wolverine Bancorp, Inc. (the “Holding Company”), the Board of Directors of the Bank (the “Board”) desires to amend the Plan to provide the Participant with a one-time opportunity to direct that amounts deferred or credited on behalf of the Participant to an unfunded bookkeeping account or unfunded bookkeeping entry to be used to purchase common stock of the Holding Company (“Common Stock”) in the Offering and that no Common Stock may be purchased on behalf of a Participant subsequent to the Offering; and

WHEREAS, the Bank and the Participant desire to freeze the Plan to provide that no further bonuses may be earned under the Plan effective as of June 30, 2010.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Board hereby amends the Plan as follows:

Section 1. New Section 18 of the Plan. Section 18 of the Plan is hereby added to read in its entirety as follows:

“18. “Account” shall mean a bookkeeping account maintained by the Bank in the name of the Participant. The Participant’s Account shall consist of the following sub-Accounts: (i) Cash Account, a sub-account that is credited with all investments other than assets credited to the Stock Units Account; (ii) Stock Units Account, a sub-account that is credited with Stock Units; and (iii) such other sub-accounts as the Board of Directors of the Bank may deem necessary. The Stock Units Account (i) may not be diversified; (ii) must remain at all times credited with units that represent Common Stock; and (iii) must be distributed solely in the form of Common Stock. A Participant’s Account shall be utilized solely as a device for the measurement and determination of any benefits payable to a Participant pursuant to this Plan. A Participant shall have no interest in his Account, nor shall it constitute or be treated as a trust fund of any kind.”

Section 2. New Section 19 of the Plan. Section 19 of the Plan is hereby added to read as follows:

“19. “Stock Units” shall mean shares of Common Stock, with each Stock Unit representing one share of Common Stock.”

Section 3. New Section 20 of the Plan. Section 20 of the Plan is hereby added to read as follows:

“20. General. Amounts credited under this Plan will be credited to one or more bookkeeping accounts (including the Cash Account and/or the Stock Units Account) for a Participant in accordance with a Participant’s investment election (subject to the ability of the Board to override the investment election at its sole discretion) on an investment election form supplied by the Bank (the “Investment Election Form”), a copy of which is attached as Exhibit 1. All amounts credited to an Account prior to the date of this Amendment shall be credited to the Cash Account. The Participant’s ultimate deferred compensation payments shall be based on the aggregate value of the Cash Account and the aggregate number of Stock Units accrued in the Stock Units Account (and any other sub-accounts) determined as hereinafter set forth:

(a) Stock Units Account – One-Time Election/Opportunity. In connection with the Offering, a Participant may elect that all or any part of amounts contributed to his or her account be credited to the Stock Units Account (“Amount Invested”). A Participant may not make any such election following the Offering. All amounts credited to the Stock Units Account shall be applied to the crediting of Stock Units. The number of Stock Units credited to a Participant’s Stock Units Account shall equal the Amount Invested divided by the fair market value of one share of Common Stock as of the date of the Offering. Fractional Stock Units will be used. Each Stock Unit shall be deemed to pay dividends as if it were one share of Common Stock, and any such deemed dividends will result in the crediting of additional Stock Units to the Stock Units Account as of the date the dividend is paid with the number of Stock Units so credited to be calculated based on the fair market value of one share of Common Stock as of the date the dividend is paid. After the crediting of Stock Units to the Stock Units Account, subsequent fluctuations in the fair market value of the Common Stock shall not result in any change in the number of such Stock Units then credited to the Stock Units Account.

(b) Cash Account. Any amount that a Participant does not elect to be credited to the Stock Units Account shall remain in his or her account Cash Account and such amounts shall continue to be credited with an investment return as specified in the Plan.

(c) In the event of any change in the outstanding shares of the Holding Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, then the Stock Units Account of each Participant shall be adjusted by the Board in a reasonable manner to compensate for the change, and any such adjustment by the Board shall be conclusive and binding for all purposes of the Plan.

(d) Neither a Participant nor the Board are permitted to transfer amounts between the Cash Account and the Stock Units Account, with the exception that a Participant will be given the ability in connection with the mutual to stock conversion of the Bank to transfer amounts from the Cash Account to the Stock Units Account.”

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Section 4. New Section 21 of the Plan. Section 21 of the Plan is hereby added to read as follows:

“21. “Any distribution from the Stock Units Account must be solely in the form of whole shares of Common Stock and cash will not be distributed in lieu of fractional shares.”

Section 5. New Section 22 of the Plan. Section 22 of the Plan is hereby added to read as follows:

“22. “Freezing of the Plan. Notwithstanding any provision in this Plan to the contrary, the value of the Participant’s account shall be frozen as of June 30, 2010 (the “Freeze Date”). After the Freeze Date, the Bank will not credit the Participant’s account with any further bonus amounts, however, interest will continue to be credited annually using an interest rate equal to the one year U.S. Treasury note rate plus the average yield cost analysis spread rate earned by Wolverine Bank.”

Section 6. No Change in Time or Form of Payment. This Amendment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and this Amendment does not change the time or form of any distribution under the Plan.

Section 7. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the consummation of the Conversion and Offering. In the event the Conversion and Offering does not occur, this Amendment shall be deemed null and void.

Section 8. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the Bank and Participant have duly executed this Amendment as of the day and year first written above.

WOLVERINE BANK
By:
Name:
Title:	Director
PARTICIPANT
By:
Name:

3

Exhibit 1

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

Investment Election Form for One-Time Opportunity

To Invest in the Stock Units Account

I acknowledge receipt of a copy of the Wolverine Bank Long Term Incentive Plan and the First Amendment to the Plan (collectively, the “Plan”) and I understand that the Plan and this Investment Election Form constitute a binding agreement between myself and the Bank. I further acknowledge that I have no rights to any benefits under the Plan until the time of distribution pursuant to the provisions of the Plan. Any capitalized terms used in this Investment Election Form but not otherwise defined herein shall have the meanings set forth in the Plan.

The First Amendment provides that you may elect that all or any part of amounts deferred or credited on your behalf to an unfunded bookkeeping account or unfunded bookkeeping entry may be used to purchase common stock of Wolverine Bancorp, Inc. (the “Common Stock”) on the date of the Conversion. The Common Stock will be held in a Stock Units Account on your behalf and the fair market value of a Stock Unit will equal the fair market value of a share of Common Stock.

The First Amendment provides that the Stock Units Account may not be diversified (i.e., it may not be converted to cash or any other investment) and a distribution from the Stock Units Account must be in the form of Common Stock.

The First Amendment provides that after the Conversion, you will not be able to elect to have any additional amounts contributed to the Stock Units Account. Consequently, you have a one-time opportunity to use your account balance to purchase Common Stock in the Offering. If you do not wish to make such an election, you do not need to return this form.

I hereby elect to use my account balance to purchase the following amount of Common Stock at the time of the Offering (the amount may not exceed the maximum amount provided in the prospectus):

$                                          of Common Stock of Wolverine Bancorp, Inc.

4

PARTICIPANT

Signature:

Printed Name:

The Board hereby accepts this Investment Election Form.

Signature:

Printed Name:

Date Received:

5

EX-10.5

Exhibit 10.5

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

Wolverine Bank (the “Company”) and David H. Dunn (the “Participant”) hereby enter into this Long Term Incentive Plan (the “Plan”) agreement for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. The Plan shall be subject to the following terms and conditions.

1. Term of the Plan. The term of the Plan shall be seven (7) years from the effective date.

2. Effective Date. The effective date of the Plan shall be January 1, 2006.

3. The Performance Period. The plan shall have a three (3) year performance measurement period (the “Performance Period”) beginning with the Effective Date of the Plan.

4. Performance Measures. The following performance measures shall be used to determine the amounts earned by the Participant during the Performance Period.

a. Safety and Quality. Successful completion of the Federal Bank Examiners’ audit with ratings both for C.A.M.E.L.S. and Compliance at either a 1 or 2 rating for each section will be rewarded with $10,000 each year. If the Examiners skip a year, the prior year ratings will apply. If the Examiners change their rating system, the Board in its judgment shall approximate these awards.

b. Growth. The Participant can earn up to $80,000, based on the sum of the highest average of 3 consecutive months in 2008 of the sum of Total Assets and Total Deposits, prorated between the base number of $460,000,000 as 0% and $683,000,000 as 100%. Performance above $683,000,000 will be prorated above 100%.

c. Profitability. The Participant can earn $40,000 based on the highest annual Return on Assets (R.O.A) of the three years, prorated between 0.8% as 0% and 1.0% as 100%. Performance above 1.0% will be prorated above 100%.

The Participant can earn $40,000 based on the highest annual Return on Equity (R.O.E.) of the three years, prorated between 5.0% as 0% and 9.0% as 100%. Performance above 9.0% will be prorated above 100%.

d. Management Team Growth. The Participant can earn up to $50,000 at the Board’s discretion based on performance in the development and implementation of the Human Asset Plan, to include

• staffing levels of key positions (acquisition and retention)

• succession planning to include the identification of high potential employees

• development plans for key employees

• increased levels of delegation of authority to the individuals (reliance)

• effectiveness of the management group as a team (results)

e. Continued Employment. Participant must remain employed with the Company for the entire Performance Period to earn the amounts provided under this Plan.

5. Mandatory Deferral Period. Payment of any amount earned during the Performance Period shall be deferred for a period of four (4) years after the end of the Performance Period and paid in a lump sum on the last day of the Mandatory Deferral Period with interest credited annually at the prevailing average one year U. S. Treasury Note rate plus the average Yield Cost Analysis Spread rate earned by the Company.

6. First Voluntary Deferral Period. Participant may make a written election at least twelve (12) months prior to the end of the Mandatory Deferral Period to further defer payment of any amount earned under the Plan until the end of any calendar year that is at least five (5) years after the end of the Mandatory Deferral Period, provided such election is also made before the end of the calendar year of his Retirement. Interest during the First Voluntary Deferral Period shall be credited annually at the prevailing average one year U. S. Treasury Note rate.

7. Subsequent Voluntary Deferral Periods. Participant may make additional written elections at least twelve (12) months prior to the end of the preceding Voluntary Deferral Period to further defer payment of any amount earned under the Plan until the end of any calendar year that is at least five (5) years after the end of the preceding Voluntary Deferral Period, provided such election is also made before the end of the calendar year of his Retirement. Interest during any subsequent Voluntary Deferral Period shall be credited annually at the prevailing average one year U. S. Treasury Note rate.

8. Form of Payment. Any award under this Plan will be paid in a lump sum cash payment unless the Participant elects to change the form of payment from a lump sum to up to ten (10) installments by providing the Company with a written election in a form acceptable to the Company. An election to change the form of payment must be made at least twelve (12) months before payment would otherwise be made and will automatically defer payment to the Participant for five years. For distributions paid in installments, each installment is deemed a separate payment that a Participant may elect to defer on an installment by installment basis.

9. Retirement. For purposes of the Plan, “Retirement” is defined as termination of employment of the Participant at age sixty or later that constitutes a “separation from service” as defined in regulations under Section 409A of the Internal Revenue Code.

a. Retirement During the Performance Period. In the event of Retirement of the Participant during the Performance Period, the award will be based on the actual performance achieved for the calendar year(s) prior to his Retirement and for the prorated calendar portion of the year of his Retirement. Payment will be made within sixty (60) days after the end of the calendar year of his Retirement.

b. Retirement During the Mandatory Deferral Period. In the event of the Retirement of the Participant during the Mandatory Deferral Period, any amount due the Participant will be paid within sixty (60) days following the end of the calendar year in which he retires, unless prior to his Retirement the Participant has elected voluntary deferral as provided in paragraphs 6 and 7 above.

c. Retirement During a Voluntary Deferral Period. In the event of the Retirement of the Participant during a Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election.

10. Death of Participant. The Participant may designate, in writing, a beneficiary or beneficiaries to receive any amounts due under the Plan in the event of his death. If no beneficiary is designated, such amounts will be paid to his estate.

2

a. Death During the Performance Period or Mandatory Deferral Period. In the event of the death of the Participant during the Performance Period or the Mandatory Deferral Period, payment will be made in accordance with paragraph 9, substituting the date of death for the date of Retirement.

b. Death During a Voluntary Deferral Period. In the event of the death of the Participant during a Voluntary Deferral Period, payment will be made according to the terms of the Participant’s deferral election; substituting the date of his death for his Retirement date.

11. Disability of Participant. In the event of Disability, payments of amounts due the Participant shall be made to him under the terms of paragraph 9, substituting his Disability date for his Retirement date. “Disability” means that a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (a) unable to engage in any substantial gainful activity; or (b) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Company.

12. Forfeiture. Any amounts earned under the Plan, including credited interest, shall be forfeited if the Participant’s employment is terminated for Cause within seven (7) years from the Effective Date of the Plan. “Cause” shall be defined as: dishonesty, incompetence, or behavior reflecting adversely and materially upon the Company.

13. No Continuance of Employment Rights. Nothing contained in the Plan shall confer or be deemed to confer upon the Participant any right with respect to the continuance of his employment by the Company, nor interfere in any way with the right of the Company to terminate his employment at any time with or without assigning any reason therefore.

14. Administration and Interpretation. The Board of Directors of the Company shall administer and interpret the terms of the Plan. An Annual Accounting of this Plan will occur within 90 days of the close of the Company’s annual financial reporting.

15. Execution of the Agreement. This instrument shall constitute an agreement between the Company and the Participant only if a copy signed by the Participant is received by the Chairman of the Board at the offices of the Company in Midland, Michigan within thirty (30) days of the date of receipt of this Agreement.

16. Specified Employee. Notwithstanding any other timing provision of this Plan, if, at the time payments attributable to Participant’s separation from service would commence, the Participant is a Specified Employee, no payment may be made before the date that is six months after the Participant would otherwise be entitled to payment. Payments to which a Participant would otherwise have been entitled during that six months will be accumulated and paid on the first day of the seventh month following the date the Participant was otherwise first entitled to payment. Status as a “Specified Employee” is determined under regulations under Section 409A of the Internal Revenue Code as of the date of the Participant’s separation from service. In general, the Participant is a Specified Employee if the Participant is a key employee of the Company, or any member of a controlled group or group of commonly controlled trades or businesses with the Company, any stock of which is publicly traded on an established securities market or otherwise. The Participant is a key employee if the Participant meets the requirements of Section 416(i)(l)(A)(i), (ii), or (iii) of the Internal Revenue Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the 12-month period ending on a specified employee identification date. If the Participant is a key employee as of a specified employee identification date, the Participant is treated as a key employee for the entire 12-month period beginning on the specified employee effective date, as provided in regulations under Section 409A of the Internal Revenue Code.

3

17. Prohibition on Acceleration. The time and schedule of payment under this Plan may not be accelerated.

WOLVERINE BANK
By	/s/	/s/
	Its Chair
Date:	2/28/08	Date:	2/28/08

4

[FORM OF]

FIRST AMENDMENT TO

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

This First Amendment (the “Amendment”) to the Wolverine Bank (the “Bank”) Long Term Incentive Plan effective as of January 1, 2006 (as amended, the “Plan”) and entered into with David H. Dunn (the “Participant”), is dated and is effective as of                          , 2010.

W I T N E S S E T H:

WHEREAS, in connection with the Bank’s conversion from mutual to stock form (the “Conversion”) and the related offering of shares of common stock (the “Offering”) by Wolverine Bancorp, Inc. (the “Holding Company”), the Board of Directors of the Bank (the “Board”) desires to amend the Plan to provide the Participant with a one-time opportunity to direct that amounts deferred or credited on behalf of the Participant to an unfunded bookkeeping account or unfunded bookkeeping entry to be used to purchase common stock of the Holding Company (“Common Stock”) in the Offering and that no Common Stock may be purchased on behalf of a Participant subsequent to the Offering; and

WHEREAS, the Bank and the Participant desire to freeze the Plan to provide that no further bonuses may be earned under the Plan effective as of June 30, 2010.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Board hereby amends the Plan as follows:

Section 1. New Section 18 of the Plan. Section 18 of the Plan is hereby added to read in its entirety as follows:

“18. “Account” shall mean a bookkeeping account maintained by the Bank in the name of the Participant. The Participant’s Account shall consist of the following sub-Accounts: (i) Cash Account, a sub-account that is credited with all investments other than assets credited to the Stock Units Account; (ii) Stock Units Account, a sub-account that is credited with Stock Units; and (iii) such other sub-accounts as the Board of Directors of the Bank may deem necessary. The Stock Units Account (i) may not be diversified; (ii) must remain at all times credited with units that represent Common Stock; and (iii) must be distributed solely in the form of Common Stock. A Participant’s Account shall be utilized solely as a device for the measurement and determination of any benefits payable to a Participant pursuant to this Plan. A Participant shall have no interest in his Account, nor shall it constitute or be treated as a trust fund of any kind.”

Section 2. New Section 19 of the Plan. Section 19 of the Plan is hereby added to read as follows:

“19. “Stock Units” shall mean shares of Common Stock, with each Stock Unit representing one share of Common Stock.”

Section 3. New Section 20 of the Plan. Section 20 of the Plan is hereby added to read as follows:

“20. General. Amounts credited under this Plan will be credited to one or more bookkeeping accounts (including the Cash Account and/or the Stock Units Account) for a Participant in accordance with a Participant’s investment election (subject to the ability of the Board to override the investment election at its sole discretion) on an investment election form supplied by the Bank (the “Investment Election Form”), a copy of which is attached as Exhibit 1. All amounts credited to an Account prior to the date of this Amendment shall be credited to the Cash Account. The Participant’s ultimate deferred compensation payments shall be based on the aggregate value of the Cash Account and the aggregate number of Stock Units accrued in the Stock Units Account (and any other sub-accounts) determined as hereinafter set forth:

(a) Stock Units Account – One-Time Election/Opportunity. In connection with the Offering, a Participant may elect that all or any part of amounts contributed to his or her account be credited to the Stock Units Account (“Amount Invested”). A Participant may not make any such election following the Offering. All amounts credited to the Stock Units Account shall be applied to the crediting of Stock Units. The number of Stock Units credited to a Participant’s Stock Units Account shall equal the Amount Invested divided by the fair market value of one share of Common Stock as of the date of the Offering. Fractional Stock Units will be used. Each Stock Unit shall be deemed to pay dividends as if it were one share of Common Stock, and any such deemed dividends will result in the crediting of additional Stock Units to the Stock Units Account as of the date the dividend is paid with the number of Stock Units so credited to be calculated based on the fair market value of one share of Common Stock as of the date the dividend is paid. After the crediting of Stock Units to the Stock Units Account, subsequent fluctuations in the fair market value of the Common Stock shall not result in any change in the number of such Stock Units then credited to the Stock Units Account.

(b) Cash Account. Any amount that a Participant does not elect to be credited to the Stock Units Account shall remain in his or her account Cash Account and such amounts shall continue to be credited with an investment return as specified in the Plan.

(c) In the event of any change in the outstanding shares of the Holding Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, then the Stock Units Account of each Participant shall be adjusted by the Board in a reasonable manner to compensate for the change, and any such adjustment by the Board shall be conclusive and binding for all purposes of the Plan.

(d) Neither a Participant nor the Board are permitted to transfer amounts between the Cash Account and the Stock Units Account, with the exception that a Participant will be given the ability in connection with the mutual to stock conversion of the Bank to transfer amounts from the Cash Account to the Stock Units Account.”

2

Section 4. New Section 21 of the Plan. Section 21 of the Plan is hereby added to read as follows:

“21. “Any distribution from the Stock Units Account must be solely in the form of whole shares of Common Stock and cash will not be distributed in lieu of fractional shares.”

Section 5. New Section 22 of the Plan. Section 22 of the Plan is hereby added to read as follows:

“22. “Freezing of the Plan. Notwithstanding any provision in this Plan to the contrary, the value of the Participant’s account shall be frozen as of June 30, 2010 (the “Freeze Date”). After the Freeze Date, the Bank will not credit the Participant’s account with any further bonus amounts, however, interest will continue to be credited annually using an interest rate equal to the one year U.S. Treasury note rate plus the average yield cost analysis spread rate earned by Wolverine Bank.”

Section 6. No Change in Time or Form of Payment. This Amendment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and this Amendment does not change the time or form of any distribution under the Plan.

Section 7. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the consummation of the Conversion and Offering. In the event the Conversion and Offering does not occur, this Amendment shall be deemed null and void.

Section 8. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the Bank and Participant have duly executed this Amendment as of the day and year first written above.

WOLVERINE BANK
By:
Name:
Title:	Director
PARTICIPANT
By:
Name:

3

Exhibit 1

WOLVERINE BANK

LONG TERM INCENTIVE PLAN

Investment Election Form for One-Time Opportunity

To Invest in the Stock Units Account

I acknowledge receipt of a copy of the Wolverine Bank Long Term Incentive Plan and the First Amendment to the Plan (collectively, the “Plan”) and I understand that the Plan and this Investment Election Form constitute a binding agreement between myself and the Bank. I further acknowledge that I have no rights to any benefits under the Plan until the time of distribution pursuant to the provisions of the Plan. Any capitalized terms used in this Investment Election Form but not otherwise defined herein shall have the meanings set forth in the Plan.

The First Amendment provides that you may elect that all or any part of amounts deferred or credited on your behalf to an unfunded bookkeeping account or unfunded bookkeeping entry may be used to purchase common stock of Wolverine Bancorp, Inc. (the “Common Stock”) on the date of the Conversion. The Common Stock will be held in a Stock Units Account on your behalf and the fair market value of a Stock Unit will equal the fair market value of a share of Common Stock.

The First Amendment provides that the Stock Units Account may not be diversified (i.e., it may not be converted to cash or any other investment) and a distribution from the Stock Units Account must be in the form of Common Stock.

The First Amendment provides that after the Conversion, you will not be able to elect to have any additional amounts contributed to the Stock Units Account. Consequently, you have a one-time opportunity to use your account balance to purchase Common Stock in the Offering. If you do not wish to make such an election, you do not need to return this form.

I hereby elect to use my account balance to purchase the following amount of Common Stock at the time of the Offering (the amount may not exceed the maximum amount provided in the prospectus):

$                                          of Common Stock of Wolverine Bancorp, Inc.

4

PARTICIPANT

Signature:

Printed Name:

The Board hereby accepts this Investment Election Form.

Signature:

Printed Name:

Date Received:

5

EX-16

Exhibit 16

September 16, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Sir or Madam:

We have read the section captioned “Change in Accountants” in the Registration Statement on Form S-1 filed by Wolverine Bancorp, Inc., the proposed holding company of our former client Wolverine Bank, and are in agreement with the statements concerning our firm contained therein.

Very truly yours,

/s/ DOEREN MAYHEW

DOEREN MAYHEW

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Name	State of Incorporation
Wolverine Bank	Federal (direct)
Wolserv Corporation	Michigan (indirect)

EX-23.2

Exhibit 23.2

  201 N, Illinois Street, Suite 700 P.O. Box 44998 Indianapolis, IN 46244-0998 317.383.4000 Fax 317.383.4200 www.bkd.com  

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this registration statement on Form S-1 of Wolverine Bancorp, Inc. of our report dated August 19, 2010, on our audits of the consolidated financial statements of Wolverine Bank, FSB, appearing in the Prospectus, which is part of the registration Statement. We also consent to the references to our firm under the caption “Experts” in the Prospectus.

BKD, LLP

Indianapolis, Indiana

September 14, 2010

EX-23.3

Exhibit 23.3

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988

September 15, 2010

Boards of Directors

Wolverine Bancorp, Inc.

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

Members of the Board of Directors:

We hereby consent to the use of our firm’s name in the Form AC Application for Conversion, and any amendments thereto to be filed with Office of Thrift Supervision, and in the Registration Statement on Form S-1, and any amendments thereto to be filed with the Securities and Exchange Commission. We also hereby consent to the inclusion of, summary of and references to our Valuation Appraisal Report and any Valuation Appraisal Report Updates in such filings including the prospectus of Wolverine Bancorp, Inc. and to the reference to our firm under the heading “Experts” in the prospectus.

                         Sincerely,

                         RP^® FINANCIAL, LC.

                        

Washington Headquarters Three Ballston Plaza 1100 North Glebe Road, Suite 1100 Arlington, VA 22201 www.rpfinancial.com Telephone: (703) 528-1700 Fax No.: (703) 528-1788 Toll-Free No.: (866) 723-0594 E-Mail: mail@rpfinancial.com

EX-99.1

Exhibit 99.1

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988

June 22, 2010

Mr. David H. Dunn

President and Chief Executive Officer

Wolverine Bank, FSB

118 Ashman Street

Midland, Michigan 48640

Dear Mr. Dunn:

This letter sets forth the agreement between Wolverine Bank, FSB, Midland, Michigan (the “Bank”), and RP^® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Bank’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.

Description of Appraisal Services

Prior to preparing the conversion appraisal report, RP Financial will conduct a financial due diligence, including on-site interviews of senior management and reviews of financial and other documents and records, to gain insight into the Bank’s operations, financial condition, profitability, market area, risks and various internal and external factors which impact the pro forma market value of the Bank.

RP Financial will prepare a detailed written valuation report of the Bank which will be fully consistent with applicable federal regulatory guidelines and standard pro forma valuation practices. The appraisal report will include an analysis of the Bank’s financial condition and operating results, as well as an assessment of the Bank’s interest rate risk, credit risk and liquidity risk. The appraisal report will describe the Bank’s business strategies, market area, prospects for the future and the intended use of proceeds. A peer group analysis relative to comparable publicly-traded savings institutions will be conducted for the purpose of determining appropriate valuation adjustments for the Bank relative to the peer group.

We will review pertinent sections of the Bank’s regulatory applications and offering documents and hold discussions with the Bank to obtain necessary data and information for the appraisal report, including the impact of key deal elements on the pro forma market value, such as dividend policy, use of proceeds and reinvestment rate, tax rate, conversion expenses and characteristics of stock plans.

Washington Headquarters Three Ballston Plaza 1100 North Glebe Road, Suite 1100 Arlington, VA 22201 E-Mail: wpommerening@rpfinancial.com Direct: (703) 647-6546 Telephone: (703) 528-1700 Fax No.: (703) 528-1788 Toll-Free No.: (866) 723-0594

Mr. David H. Dunn

June 22, 2010

Page 2

The appraisal report will establish a midpoint pro forma market value. The appraisal report may be periodically updated throughout the conversion process as appropriate. The conversion appraisal guidelines require at least one updated valuation immediately prior to the closing of the stock offering.

RP Financial agrees to deliver the appraisal report and subsequent updates, in writing, to the Bank at the above address in conjunction with the filing of the regulatory application. Subsequent updates will be filed promptly as certain events occur which would warrant the preparation and filing of such valuation updates. Further, RP Financial agrees to perform such other services as are necessary or required in connection with the regulatory review of the appraisal and respond to the regulatory comments, if any, regarding the valuation appraisal and subsequent updates. RP Financial will formally present the appraisal report, including the appraisal methodology, peer group selection and assumptions, to the Board of Directors for review and acceptance.

Fee Structure

The Bank agrees to pay RP Financial fees for preparation and delivery of the original appraisal report and required appraisal updates as shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule:

• $5,000 upon execution of the letter of agreement engaging RP Financial’s appraisal services;

• $40,000 upon delivery of the completed original appraisal report;

• There will be at least one appraisal update report, to be filed immediately prior to the completion of the stock offering. There will be no additional charge for the first updated appraisal report; and

• $5,000 upon completion of each required appraisal report thereafter.

The Bank will reimburse RP Financial for reasonable, properly documented out-of-pocket expenses incurred in preparation of the valuation reports. Such out-of-pocket expenses will likely include travel, printing, telephone, facsimile, shipping, computer and data services. RP Financial will agree to limit reimbursable expenses to $7,500 subject to written authorization from the Bank to exceed such level.

In the event the Bank shall, for any reason, discontinue the proposed conversion prior to delivery of the completed documents set forth above and payment of the respective progress payment fees, the Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after giving full credit to the initial retainer fee. RP Financial’s standard billing rates range from $75 per hour for research associates to $400 per hour for managing directors.

Mr. David H. Dunn

June 22, 2010

Page 3

If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

The Bank and RP Financial agree to the following:

1. The Bank agrees to make available or to supply to RP Financial such information with respect to its business and financial condition as RP Financial may reasonably request in order to provide the aforesaid valuation. Such information heretofore or hereafter supplied or made available to RP Financial shall include: annual financial statements, periodic regulatory filings and material agreements, debt instruments, off balance sheet assets or liabilities, commitments and contingencies, unrealized gains or losses and corporate books and records. All information provided by the Bank to RP Financial shall remain strictly confidential (unless such information is otherwise made available to the public), and if the conversion is not consummated or the services of RP Financial are terminated hereunder, RP Financial shall upon request promptly return to the Bank the original and any copies of such information.

2. The Bank hereby represents and warrants to RP Financial that any information provided to RP Financial does not and will not, to the best of the Bank’s knowledge, at the times it is provided to RP Financial, contain any untrue statement of a material fact or fail to state a material fact necessary to make the statements therein not false or misleading in light of the circumstances under which they were made.

3.(a) The Bank agrees that it will indemnify and hold harmless RP Financial, any affiliates of RP Financial, the respective directors, officers, agents and employees of RP Financial or their successors and assigns who act for or on behalf of RP Financial in connection with the services called for under this agreement (hereinafter referred to as “RP Financial”), from and against any and all losses, claims, damages and liabilities (including, but not limited to, all losses and reasonable expenses in connection with claims under the federal securities laws) attributable to (i) any untrue statement or alleged untrue statement of a material fact contained in the financial statements or other information furnished or otherwise provided by the Bank to RP Financial, either orally or in writing; (ii) the omission or alleged omission of a material fact from the financial statements or other information furnished or otherwise made available by the Bank to RP Financial; or (iii) any action or omission to act by the Bank, or the Bank’s respective officers, directors, employees or agents which action or omission is willful or negligent. The Bank will be under no obligation to indemnify RP Financial hereunder if a court determines that RP Financial was negligent, engaged in willful misconduct or acted in bad faith with respect to any actions or omissions of RP Financial related to a matter for which indemnification is sought hereunder.

Mr. David H. Dunn

June 22, 2010

Page 4

(b) RP Financial shall give written notice to the Bank of such claim or facts within ten days of the assertion of any claim or discovery of material facts upon which the RP Financial intends to base a claim for indemnification hereunder. In the event the Bank elects, within seven days of the receipt of the original notice thereof, to contest such claim by written notice to RP Financial, RP Financial will be entitled to be paid any amounts payable by the Bank hereunder, within five days after the final determination of such contest either by written acknowledgement of the Bank or a final judgment of a court of competent jurisdiction. If the Bank does not so elect, RP Financial shall be paid promptly and in any event within thirty days after receipt by the Bank of the notice of the claim. Under no circumstances will the Bank be required to indemnify RP Financial for the cost of more than one law firm for a claim as to which indemnification is sought. Furthermore, the Bank may reserve the right to assume the defense of any claim against RP Financial, unless there is a conflict of interest between the Bank and RP Financial as to the matters for which indemnification is sought.

(c) The Bank shall pay for or reimburse the reasonable expenses, including attorneys’ fees, incurred by RP Financial in advance of the final disposition of any proceeding within thirty days of the receipt of such request if RP Financial furnishes the Bank: (1) a written statement of RP Financial’s good faith belief that it is entitled to indemnification hereunder; and (2) a written undertaking to repay the advance if it ultimately is determined in a final adjudication of such proceeding that it or he is not entitled to such indemnification.

(d) In the event the Bank does not pay any indemnified loss or make advance reimbursements of expenses in accordance with the terms of this agreement, RP Financial shall have all remedies available at law or in equity to enforce such obligation.

It is understood that, in connection with RP Financial’s above-mentioned engagement, RP Financial may also be engaged to act for the Bank in one or more additional capacities, and that the terms of the original engagement may be embodied in one or more separate agreements. The provisions of Paragraph 3 herein shall apply to the original engagement, any such additional engagement, any modification of the original engagement or such additional engagement and shall remain in full force and effect following the completion or termination of RP Financial’s engagement(s). This agreement constitutes the entire understanding of the Bank and RP Financial concerning the subject matter addressed herein, and such contract shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. This agreement may not be modified, supplemented or amended except by written agreement executed by both parties.

The Bank and RP Financial are not affiliated, and neither the Bank nor RP Financial has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other.

Mr. David H. Dunn

June 22, 2010

Page 5

* * * * * * * * * * *

Please acknowledge your agreement to the foregoing by signing as indicated below and returning to RP Financial a signed copy of this letter, together with the initial retainer fee of $5,000.

Sincerely,

William E. Pommerening

Managing Director and

Chief Executive Officer

Agreed To and Accepted By:	David H. Dunn                 /s/ David H. Dunn
	President and Chief Executive Officer

Upon Authorization by the Boards of Directors For: Wolverine Bank, FSB Midland, Michigan

Date Executed:                                 6-28-10                                 

EX-99.2

Exhibit 99.2

RP^® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988

September 15, 2010

Board of Directors

Wolverine Bancorp, Inc.

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

Re: Plan of Conversion

Wolverine Bancorp, Inc.

Wolverine Bank

Members of the Boards of Directors:

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the plan of conversion adopted by the Board of Directors of Wolverine Bank (the “Bank”). Pursuant to the plan of conversion, the Bank will convert from mutual to stock form and issue all of the Bank’s outstanding capital stock to Wolverine Bancorp, Inc. (the “Company”). Simultaneously, the Company will offer shares of its common stock for sale in a public offering.

We understand that in accordance with the plan of conversion, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) tax-qualified employee benefit plans including the Bank’s employee stock ownership plan (the “ESOP”) and the 401(k) plan; (3) Supplemental Eligible Account Holders; and (4) Other Members. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community offering, but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:

(1) the subscription rights will have no ascertainable market value; and

(2) the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance.

Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the Company’s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.

            Sincerely,

             RP^® FINANCIAL, LC.

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.3

Exhibit 99.3

PRO FORMA VALUATION REPORT

WOLVERINE BANCORP, INC.

Midland, Michigan

PROPOSED HOLDING COMPANY FOR:

WOLVERINE BANK

Midland, Michigan

Dated As Of:

August 13, 2010

Prepared By:

RP^® Financial, LC.

1100 North Glebe Road

Suite 1100

Arlington, Virginia 22201

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

August 13, 2010                

Board of Directors

Wolverine Bank

5710 Eastman Avenue

Midland, Michigan 48640

Members of the Board of Directors:

At your request, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be issued in connection with the mutual-to-stock conversion transaction described below.

This Appraisal is furnished pursuant to the conversion regulations promulgated by the Office of Thrift Supervision (“OTS”). Specifically, this Appraisal has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” as set forth by the OTS, and applicable regulatory interpretations thereof.

Description of Plan of Conversion

The Board of Directors of Wolverine Bank, Midland, Michigan (“Wolverine” or the “Bank”) adopted the plan of conversion on July 12, 2010, incorporated herein by reference. Pursuant to the plan of conversion, the Bank will convert from a federally-chartered savings bank to a federally-chartered stock savings bank and become a wholly-owned subsidiary of Wolverine Bancorp, Inc. (“Bancorp” or the “Company”), a newly formed Maryland corporation. Bancorp will offer 100% of its common stock in a subscription offering to Eligible Account Holders, tax-qualified employee benefit plans including the Employee Stock Ownership Plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members, as such terms are define for purposes of applicable federal regulatory guidelines governing mutual-to-stock conversions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a community offering and/or a syndicated community offering. Going forward, Bancorp will own 100% of the Bank’s stock, and the Bank will initially be Bancorp’s sole subsidiary. A portion of the net proceeds received from the sale of the common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly-formed ESOP and reinvestment of the proceeds that are retained by the Company. In the future, Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

Washington Headquarters
Three Ballston Plaza	Telephone: (703) 528-1700
1100 North Glebe Road, Suite 1100	Fax No.: (703) 528-1788
Arlington, VA 22201	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

Board of Directors

August 13, 2010

Page 2

RP^® Financial, LC.

RP^® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for our appraisal, we are independent of the Bank and the other parties engaged by the Bank to assist in the corporate reorganization and stock issuance process.

Valuation Methodology

In preparing our appraisal, we have reviewed the Bank’s and the Company’s regulatory applications, including the prospectus as filed with the OTS and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Bank that has included due diligence related discussions with Wolverine’s management; BKD, LLP, the Bank’s independent auditor; Luse Gorman Pomerenk & Schick, P.C., Wolverine’s conversion counsel; and Keefe Bruyette and Woods, which has been retained as the financial and marketing advisor in connection with the Bank’s stock offering. All conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.

We have investigated the competitive environment within which Wolverine operates and have assessed the Bank’s relative strengths and weaknesses. We have monitored all material regulatory and legislative actions affecting financial institutions generally and analyzed the potential impact of such developments on Wolverine and the industry as a whole to the extent we were aware of such matters. We have analyzed the potential effects of the stock conversion on the Bank’s operating characteristics and financial performance as they relate to the pro forma market value of Bancorp. We have reviewed the economy and demographic characteristics of the primary market area in which the Bank currently operates. We have compared Wolverine’s financial performance and condition with publicly-traded thrift institutions evaluated and selected in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed conditions in the securities markets in general and the market for thrifts and thrift holding companies, including the market for new issues.

The Appraisal is based on Wolverine’s representation that the information contained in the regulatory applications and additional information furnished to us by the Bank and its independent auditors, legal counsel, investment bankers and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by the Bank, or its independent auditors, legal counsel, investment bankers and other authorized agents nor did we independently value the assets or liabilities of the Bank. The valuation considers Wolverine only as a going concern and should not be considered as an indication of the Bank’s liquidation value.

Board of Directors

August 13, 2010

Page 3

Our appraised value is predicated on a continuation of the current operating environment for the Bank and the Company and for all thrifts and their holding companies. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of thrift stocks as a whole or the Bank’s value alone. It is our understanding that SharePlus intends to remain an independent institution and there are no current plans for selling control of the Bank as a converted institution. To the extent that such factors can be foreseen, they have been factored into our analysis.

The estimated pro forma market value is defined as the price at which the Company’s stock, immediately upon completion of the offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

Valuation Conclusion

It is our opinion that, as of August 13, 2010, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $29,500,000, equal to 2,950,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $25,075,000 and a maximum value of $33,925,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 2,507,500 at the minimum and 3,392,500 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $39,013,750 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 3,901,375.

Limiting Factors and Considerations

The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable OTS regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of Bancorp immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the public stock offering.

Board of Directors

August 13, 2010

Page 4

The valuation prepared by RP Financial in accordance with applicable OTS regulatory guidelines was based on the financial condition and operations of Wolverine as of June 30, 2010, the date of the financial data included in the prospectus.

RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its financial institution clients.

The valuation will be updated as provided for in the OTS conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Wolverine, management policies, and current conditions in the equity markets for thrift stocks, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the federal and state legislative and regulatory environments for financial institutions, the stock market in general, the market for thrift stocks and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained in the update at the date of the release of the update.

Respectfully submitted,

RP^® FINANCIAL, LC.

William E. Pommerening

Chief Executive Officer and

Managing Director

James P. Hennessey

Director

RP® Financial, LC.	TABLE OF CONTENTS
	i

TABLE OF CONTENTS

WOLVERINE BANCORP, INC.

WOLVERINE BANK

Midland, Michigan

DESCRIPTION		PAGE NUMBER
CHAPTER ONE	OVERVIEW AND FINANCIAL ANALYSIS
Introduction		I.1
Plan of Conversion		I.1
Strategic Overview		I.2
Balance Sheet Trends		I.5
Income and Expense Trends		I.9
Interest Rate Risk Management		I.13
Lending Activities and Strategy		I.14
Asset Quality		I.16
Funding Composition and Strategy		I.17
Legal Proceedings		I.18
CHAPTER TWO	MARKET AREA ANALYSIS
Introduction		II.1
Market Area Overview		II.2
National Economic Factors		II.4
Market Area Demographics		II.6
Regional Economy		II.8
Unemployment Trends		II.10
Market Area Deposit Characteristics		II.11
CHAPTER THREE	PEER GROUP ANALYSIS
Peer Group Selection		III.1
Financial Condition		III.7
Income and Expense Components		III.10
Loan Composition		III.13
Credit Risk		III.15
Interest Rate Risk		III.15
Summary		III.18

RP® Financial, LC.	TABLE OF CONTENTS
	ii

TABLE OF CONTENTS

WOLVERINE BANCORP, INC.

WOLVERINE BANK

Midland, Michigan

(continued)

DESCRIPTION		PAGE NUMBER
CHAPTER FOUR	VALUATION ANALYSIS
Introduction		IV.1
Appraisal Guidelines		IV.1
RP Financial Approach to the Valuation		IV.1
Valuation Analysis		IV.2
1.      Financial Condition		IV.2
2.      Profitability, Growth and Viability of Earnings		IV.4
3.      Asset Growth		IV.5
4.      Primary Market Area		IV.6
5.      Dividends		IV.6
6.      Liquidity of the Shares		IV.7
7.      Marketing of the Issue		IV.7
A.     The Public Market		IV.8
B.     The New Issue Market		IV.13
C.     The Acquisition Market		IV.14
8.      Management		IV.16
9.      Effect of Government Regulation and Regulatory Reform		IV.17
Summary of Adjustments		IV.17
Valuation Approaches		IV.17
1.      Price-to-Earnings (“P/E”)		IV.18
2.      Price-to-Book (“P/B”)		IV.19
3.      Price-to-Assets (“P/A”)		IV.20
Valuation Conclusion		IV.20

RP® Financial, LC.	LIST OF TABLES
	iii

LIST OF TABLES

WOLVERINE BANCORP, INC.

WOLVERINE BANK

Midland, Michigan

TABLE NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheets	I.6
1.2	Historical Income Statements	I.10
2.1	Map of Branch Locations	II.1
2.2	Summary Demographic Data	II.7
2.3	Primary Market Area Employment Sectors	II.9
2.4	Largest Employers in Midland County	II.10
2.5	Market Area Unemployment Trends	II.11
2.6	Deposit Summary	II.12
3.1	Peer Group of Publicly-Traded Thrifts	III.4
3.2	Balance Sheet Composition and Growth Rates	III.8
3.3	Income as a % of Average Assets and Yields, Costs, Spreads	III.11
3.4	Loan Portfolio Composition and Related Information	III.14
3.5	Credit Risk Measures and Related Information	III.16
3.6	Interest Rate Risk Measures and Net Interest Income Volatility	III.17
4.1	Recent Standard Conversion Offerings Completed	IV.15
4.2	Public Market Pricing	IV.21

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.1

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

Wolverine Bank (“Wolverine” or the “Bank”) organized in 1933, is a federally chartered mutual savings bank headquartered in Midland, Michigan. The Bank provides financial services to individuals, families and businesses in central Michigan through three banking offices and one loan center located in Midland, Michigan, which is the county seat of Midland County. Additionally, Wolverine operates two retail two banking offices located in Saginaw and Frankemuth, Michigan, which are both located in neighboring Saginaw County. In addition, the Bank has historically conducted business (primarily lending operations) on a much wider scale outside of the retail branch banking footprint but primarily within the State of Michigan.

A map of the Bank’s branch offices in central Michigan has been included in Table 2.1 of the following section which sets forth an analysis of the Bank’s market area. The Bank is a member of the Federal Home Loan Bank (“FHLB”) system, and its deposits are insured up to the regulatory maximums by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2010, the Bank had $308.6 million in assets, $237.2 million in deposits and total equity of $41.7 million, equal to 13.5% of total assets. The Bank’s audited financial statements are incorporated by reference as Exhibit I-2.

Plan of Conversion

On July 12, 2010, the Board of Directors of the Bank adopted a plan of conversion, incorporated herein by reference, in which the Bank will convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank and become a wholly-owned subsidiary of Wolverine Bancorp, Inc. (“Bancorp” or the “Bank”), a newly formed Maryland corporation. Bancorp will offer 100% of its common stock to qualifying depositors of Wolverine in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicated community offering. Going forward, Bancorp will own 100% of the Bank’s stock, and the Bank will initially be Bancorp’s sole subsidiary. A portion of the net proceeds received from the sale of common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Bank.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.2

At this time, no other activities are contemplated for the Bank other than the ownership of the Bank, extending a loan to the newly-formed employee stock ownership plan (the “ESOP”) and reinvestment of the proceeds that are retained by the Bank. In the future, Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

Strategic Overview

Wolverine is positioned as a full service community bank, which emphasizes the offering of traditional financial services and products to individuals and businesses in the Bank’s markets in central Michigan. In this regard, the Bank has historically pursued a portfolio residential lending strategy typical of a thrift institution, with a moderate level of diversification into commercial real estate lending as well as non-mortgage commercial and industrial (“C&I”) lending to a more limited extent. Restructuring of the portfolio to include a significant commercial mortgage component commenced in the early to mid 1980s and continues today. Reflecting this strategic direction, the Bank’s lending operations consist of two principal segments as follows: (1) residential mortgage lending; and (2) commercial mortgage and construction/development lending to a more limited extent in conjunction with the intensified efforts to become a full-service community bank. In this regard, the Bank has emphasized high quality and flexible service, capitalizing on its local orientation and expanded array of products and services.

Importantly, Wolverine’s loan portfolio composition has changed reflecting both changing market demand for the Bank’s various loan products and the impact of the interest rate risk management strategies. In this regard, residential mortgage loans have been diminishing, both in terms of the outstanding dollar balance and in proportion to the total loan portfolio as historically low market interest rates have fostered demand for long term fixed rate loans. The Bank’s practice is to sell most long term fixed rate loans with maturities in excess of 15 years, which comprise the majority of the recent loan originations. Coupled with growth in the commercial loan portfolio in recent years, commercial mortgage loans including more modest balances of non-owner occupied 1-4 family mortgage loans, land and multi-family mortgage loans and hereinafter referred to as commercial mortgage loans, represent the single largest element of the loan portfolio equal to $134.6 million, or 53.4% of total loans as of June 30, 2010.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.3

Limited balance sheet growth, including slack growth in the loan portfolio, are the result of adverse economic trends which are particularly acute in Wolverine’s Michigan markets. Specifically, the Bank’s markets in Michigan have been impacted over the long term by the stagnant Michigan economy, which has been the result of job losses in the formerly high paying manufacturing sector, both to lower wage areas of the U.S. as well as to foreign competitors. As a result, the population base of Wolverine’s market has been stable or declining in most areas. The onset of the national recession in 2008 further impacted the Bank’s markets, increasing the rate of job losses and unemployment rate which in turn, resulted in increased loan delinquency rates and loan foreclosures. Additionally, real estate prices including both the price of residential and income producing properties has trended lower eroding the collateral value of the properties securing the Bank’s mortgage loans. As a result of the foregoing, while the Bank has historically maintained very strong credit quality ratios, the level of NPAs have increased from approximate 1% of assets as of the end of fiscal 2007, to 3.8% of assets as of June 30, 2010. The adverse asset quality trends have also impacted the Bank’s operating results as a result of increasing levels of loan loss provisions.

In addition to operating in a shrinking market, Wolverine is subject to a high level of competition from two sources. Chemical Bank, a locally headquartered commercial bank, holds an approximate 60% share of commercial bank and thrift deposits in Wolverine’s market in Midland County as well as a significant market share in other contiguous markets. Additionally, the Dow Chemical Employees Credit Union operates through a single office in Midland and holds in excess of $1 billion of deposits. Thus, while the presence of Dow Chemical and Dow Corning corporate headquarters in Midland supports personal income levels and has limited the economic deterioration experienced in many similar Michigan jurisdictions, Wolverine’s ability to penetrate the Dow employee base has been limited.

As a result of overall shrinkage of the loan portfolio balances since the end of fiscal 2005, cash and investment balances have been growing. In this regard, the majority of the Bank’s interest-earning assets outside of the loan portfolio are invested in either overnight or short term interest bearing deposits or in certificates of deposits (“CDs”) in other financial institutions.

Retail deposits have consistently served as the primary interest-bearing funding source for the Bank. In recent years, checking accounts have expanded modestly facilitated by Wolverine’s market efforts in this area while money market accounts have also increased as customers have been reluctant to invest in term CDs in the low interest rate environment. As

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.4

result of these trends, CDs have diminished from 71.3% of deposits at the end of fiscal 2007 to 59.0% of deposits as of June 30, 2010. Nonetheless, the deposit data indicates that CDs continue to comprise the largest segment of total deposits. The Bank utilizes borrowings as a supplemental funding source to facilitate management of funding costs (i.e., to limit the requirement to pay aggressively to attract deposit funds to meet established growth objectives) and interest rate risk. FHLB advances constitute the Bank’s alternative funding source with many advances consisting of fixed term fixed rate or fixed rate amortizing borrowings. Many of the advances were taken down several years ago when market interest rates were at higher levels and the current weighted average cost of the borrowings portfolio equal to 4.65% as of June 30, 2010, is an important factor contributing to Wolverine’s relatively high cost of funds.

Following the conversion, the Bank may evaluate the use of additional borrowings to facilitate leveraging of its higher capital position that will result from the stock offering, in which borrowings would be utilized to fund purchases of investment securities and MBS at a positive spread to improve earnings and return on equity. To the extent additional borrowings are utilized by the Bank, FHLB advances would likely continue to be the principal source of such borrowings.

The Bank’s earnings base is largely dependent upon net interest income and operating expense levels, as sources of non-interest operating income remain relatively limited, notwithstanding management’s efforts to increase their levels. The Bank’s reported and core earnings have decreased from the peak level reported in fiscal 2006 as Wolverine’s spreads have been compressed, both as loan yields have repriced down and as low yielding cash and investments have increased in proportion to total interest-earning assets. In addition to the earnings impact of spread compression referenced above, the Bank has been subject to earnings pressure over the last several years as non-interest income remains relatively limited while the Bank’s operating expenses have increased. However, the most important factor leading to Wolverine’s recent operating losses has been the aforementioned increase in NPAs and loan loss provisions. The high level of NPAs has adversely impacted the Bank’s net interest margin as a relatively high portion of the Bank’s assets are in non-interest earning form while expenses related to problem asset resolution have increased the Bank’s operating costs. Additionally, Wolverine has been required to establish loan loss provisions to cover estimated losses resulting from delinquent loans.

The Bank’s Board of Directors has elected to complete a mutual-to-stock conversion to improve the competitive position of Wolverine. The capital realized from the stock offering will

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.5

increase the operating flexibility and overall financial strength of Wolverine. The additional capital realized from stock proceeds will increase the Bank’s leverage capacity, pursuant to which the Bank plans to seek loan growth and growth of other interest-earning assets. Wolverine’s higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Bank’s interest-earning-assets-to-interest-bearing-liabilities (“IEA/IBL”) ratio. The additional funds realized from the stock offering will provide an alternative funding source to deposits and borrowings in meeting the Bank’s future funding needs, which may facilitate a reduction in Wolverine’s funding costs. Additionally, Wolverine’s stronger capital position will also better position the Bank to take advantage of expansion opportunities as they arise. Such expansion would most likely occur through the establishment or acquisition of additional banking offices or customer facilities either within the Bank’s existing branch banking footprint or, more likely, outside of the current market area. The Bank will also be seeking to lend in other areas of Michigan based on the perceived opportunity with potential markets including the Lansing, Grand Rapids and Traverse City regional areas.

Management has indicated that both the increased capital from the Conversion as well as being in the stock form of organization will both facilitate the ability to expand and diversify. The projected uses of proceeds from the Conversion are highlighted below.

• Wolverine Bancorp, Inc. The Company is expected to retain up to 50% of the net offering proceeds. At present, funds at the Company level, net of the loan to the ESOP, are expected to be invested into short-term investment grade securities and liquid funds. Over time, the funds may be utilized for various corporate purposes, possibly including acquisitions, infusing additional equity into the Bank, repurchases of common stock, and the payment of cash dividends.

• Wolverine Bank. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are anticipated to become part of general operating funds, and are expected to be primarily utilized to fund loan growth over time.

Overall, it is the Bank’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with Wolverine’s operations.

Balance Sheet Trends

Table 1.1 shows the Bank’s historical balance sheet data for the past five and one-half years. From year end 2005 through June 30, 2010, Wolverine’s assets increased at a 2.2%

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.6

Table 1.1

Wolverine Bank

Historical Balance Sheet Data

	At Fiscal Year Ended December 31,															Six Months End. June 30, 2010			Annual Growth Rate
	2005			2006			2007			2008			2009
	Amount	Pct(1)		Amount	Pct(1)		Amount	Pct(1)		Amount	Pct(1)		Amount	Pct(1)		Amount	Pct(1)		Pct
	($000)	(%)		($000)	(%)		($000)	(%)		($000)	(%)		($000)	(%)		($000)	(%)		(%)
Total Amount of:
Total assets	280,016	100.00	%	304,162	100.00	%	312,210	100.00	%	318,851	100.00	%	304,739	100.00	%	308,647	100.00	%	2.19	%
Cash and cash equivalents	9,314	3.33	%	18,915	6.22	%	42,928	13.75	%	6,466	2.03	%	23,324	7.65	%	23,486	7.61	%	22.82	%
Interest earning deposits	1,300	0.46	%	800	0.26	%	599	0.19	%	18,952	5.94	%	22,719	7.46	%	32,990	10.69	%	105.16	%
Investment Securities – HTM	10,023	3.58	%	8,492	2.79	%	2,002	0.64	%	16,294	5.11	%	1,420	0.47	%	388	0.13	%	-51.45	%
Loans receivable, net	250,669	89.52	%	265,965	87.44	%	256,076	82.02	%	266,875	83.70	%	245,036	80.41	%	237,229	76.86	%	-1.22	%
Federal Home Loan Bank stock	2,927	1.05	%	4,313	1.42	%	4,643	1.49	%	4,700	1.47	%	4,700	1.54	%	4,700	1.52	%	11.10	%
Real estate owned, held for sale	67	0.02	%	732	0.24	%	1,150	0.37	%	851	0.27	%	590	0.19	%	1,016	0.33	%	82.98	%
Premises and equipment	2,725	0.97	%	2,273	0.75	%	1,979	0.63	%	1,759	0.55	%	1,872	0.61	%	1,752	0.57	%	-9.35	%
Accrued interest receivable	1,076	0.38	%	1,387	0.46	%	1,193	0.38	%	1,315	0.41	%	990	0.32	%	967	0.31	%	-2.35	%
Other assets	1,915	0.68	%	1,285	0.42	%	1,640	0.53	%	1,639	0.51	%	4,088	1.34	%	6,119	1.98	%	29.45	%
Deposits	185,261	66.16	%	176,308	57.97	%	178,832	57.28	%	179,383	56.26	%	167,490	54.96	%	176,471	57.18	%	-1.07	%
Federal Home Loan Bank advances	51,850	18.52	%	82,850	27.24	%	86,850	27.82	%	92,000	28.85	%	90,000	29.53	%	85,000	27.54	%	11.61	%
Interest payable and other liabilities	2,173	0.78	%	2,197	0.72	%	2,121	0.68	%	2,002	0.63	%	1,693	0.56	%	5,518	1.79	%	23.01	%
Total equity capital	40,732	14.55	%	42,807	14.07	%	44,407	14.22	%	45,466	14.26	%	45,556	14.95	%	41,658	13.50	%	0.50	%
Loans/Deposits		135.31	%		150.85	%		143.19	%		148.77	%		146.30	%		134.43	%
Banking offices	4			4			4			4			4			4

(1) Ratios are as a percent of ending assets.

Sources: Wolverine Bank’s audited and unaudited financial reports.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.7

annual rate. However, the long term growth trend overall is more complex, as assets increased over the fiscal 2005 to 2008 period by 13.9% in aggregate, while subsequently diminishing modestly in response to limited lending opportunities (i.e., the residential mortgage portfolio has been shrinking as the majority of residential mortgage loan originations have been for long term fixed rate loans which Wolverine sells into the secondary market). As a result of these trends, the asset composition in terms of loans and investments has changed modestly as loan portfolio balances fell and the funds were redeployed into cash and investments. Like assets, the funding mix reflects minor changes over the past five and one-half fiscal years as deposits diminished and borrowings increased over the fiscal 2005 to 2008 periods, with the expansion trend reversing through the subsequent 18 month period ended June 30, 2010.

The Bank’s lending strategy primarily emphasizes real estate lending, including loans secured by both 1-4 family residential and commercial properties. Wolverine’s loan portfolio composition as of June 30, 2010, underscores such emphasis – permanent first mortgage loans secured by 1-4 family residential properties totaled $83.6 million, equal to 33.2% of gross loans, while commercial real estate loans totaled $134.6 million (includes 1-4 family investor loans, multi-family and land loans), equal to approximately 53.4% of gross loans. The balance of the loan portfolio was comprised of relatively smaller balances of construction, home equity and non-mortgage consumer loans.

The balance of the 1-4 family mortgage loan portfolio has diminished since the end of fiscal 2005 reflecting strong market demand for fixed rate loans in the low interest rate environment (the Bank typically sells such loans), and as a result, permanent 1-4 family residential mortgage loans have declined in proportion to total loans from a fiscal year end peak level of 41.9% as of December 31, 2007, to 33.2% as of June 30, 2010. Conversely, commercial mortgage loans have increased in recent years from 39.9% of gross loans at the end of fiscal 2005, to 53.4% of gross loans as of June 30, 2010. Such loans are generally secured by office buildings and other commercial structures as well as mixed-use buildings as well as small apartments and raw land. Additionally, the Bank has a portfolio of loans to investors secured by 1-4 family residential rental properties. On a more limited basis and based on attractive opportunities, non-mortgage C&I loans have increased from 2.9% of total loans as of the end of fiscal 2005, to 4.2% of total loans as of June 30, 2010. Wolverine’s mortgage lending emphasis is evident when it is considered that approximately 95.3% of the Bank’s loan portfolio is secured by mortgage loans while consumer and other non-mortgage loans comprised less than 5% of the loan portfolio, reflecting that loan portfolio diversification has primarily been in commercial real estate lending.

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	I.8

The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Wolverine’s overall credit and interest rate risk objectives. It is anticipated that proceeds retained at the holding Bank level will primarily be invested into a deposit at the Bank. Over the past five and one-half years, the Bank’s level of cash and investment securities (inclusive of FHLB stock) reflects a growth trend, increasing from $23.6 million, equal to 8.4% of assets as of the end of fiscal 2005, to $61.6 million, equal to 20.0% of assets as of June 30, 2010. The increasing level of cash and investments in recent years is the result of limited loan demand in the Bank’s market, particularly for high credit quality loans with adjustable terms or short repricing frequencies which the Bank is willing to place into portfolio. The largest component of the investment portfolio consists of interest-earning deposits (primarily federally insured financial institution CDs) totaled $33.0 million, equal to 10.7% of assets as of June 30, 2010. Cash and cash equivalents equaled $23.5 million (7.6% of assets) with the recent increase the result of deposit growth – excess liquidity may likely be utilized to repay the $13 million of FHLB advances maturing by year end. The balance of the investment portfolio includes a small balance of municipal securities equal to $388 thousand (see Exhibit I-4) and FHLB stock totaling $4.7 million.

Over the past five and one-half years, Wolverine’s funding needs have been addressed through a combination of retail deposits, borrowings and internal cash flows. From year end 2005 through June 30, 2010, the Bank’s deposits shrank at 1.1% annual rate. The Bank relies on both savings and transaction accounts as well as CDs in funding through deposits. The average balance of savings and transaction accounts totaled $72.2 million, or 41.0% of average deposits for the six months ended June 30, 2010. Certificates of deposits (“CDs”) comprise the single largest segment of deposits. CDs averaged $103.9 million, or 59.0% of average deposits for the six months ended June 30, 2010. In comparison, the average balance of checking, money market and passbook savings accounts equaled $23.3 million (13.2% of average deposits), $39.5 million (22.4% of average deposits), and $9.4 million (5.4% of average deposits), respectively.

The Bank has continually utilized borrowed funds over the last five and one half fiscal years, with all of the borrowings consisting of FHLB advances. As of June 30, 2010, FHLB advances totaled $85.0 million, representing 27.5% of total assets. The Bank typically utilizes

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	I.9

borrowings: (1) when such funds are priced attractively relative to deposits; (2) to lengthen the duration of liabilities; (3) to enhance earnings when attractive revenue enhancement opportunities arise; and (4) to generate additional liquid funds, if required. Recent reductions in borrowings were attributable to deposit growth and the Bank expects to continue to pay down borrowings with the cash raised through the conversion offering and by continuing to emphasize funding through deposits. Importantly, the Bank’s term borrowings have a relatively high interest cost ($85.0 million balance at a weighted average cost of funds equal to 4.65%). Approximately $13 million of borrowed funds mature by year end and will be replaced with new funds (by both deposits and borrowings) at a substantially lower interest cost based on today’s prevailing rates. At the same time, the borrowings portfolio has been laddered with maturities extending out seven years such that the earnings benefit of maturing high cost advances will only be realized gradually.

The Bank’s equity increased at a 0.50% annual rate from year end 2005 through June 30, 2010, with the limited overall growth the result of net losses recorded during fiscal 2009 and for the six months ended June 30, 2010. Asset growth over the last five fiscal years coupled with a loss in the first six months of 2010 resulted in a decrease in the Bank’s equity-to-assets ratio, from 14.6% at year end 2005 to 13.5% at June 30, 2010. All of the Bank’s capital is tangible capital, and Wolverine maintained capital surpluses relative to all of its regulatory capital requirements at June 30, 2010. The addition of the stock proceeds will serve to strengthen the Bank’s capital position, as well as support growth opportunities. At the same time, Wolverine’s future earnings will be dependent upon future improvements to asset quality which would reduce loan loss provisions below the levels which have prevailed recently.

Income and Expense Trends

Table 1.2 shows the Bank’s historical income statements for the fiscal years ended 2005 to fiscal 2009 and for the twelve months ended June 30, 2010. The Bank’s net earnings have been declining since the peak level of $2.1 million was reported in fiscal 2006. The principal factors leading to the diminishing earnings figures include increasing operating expenses and higher loan loss provisions. As a result, Wolverine’s positive earnings reversed to a near breakeven level on a reported basis in fiscal 2009.

Wolverine reported a loss equal to $4.3 million (1.36% of average assets) for the twelve months ended June 30, 2010. The operating loss for the most recent period was the result of

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Table 1.2

Wolverine Bank

Historical Income Statements

	As of the Fiscal Year Ended December 31,																									12 Months End. June 30, 2010
	2005					2006					2007					2008					2009
	Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)
	($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)
Interest Income	$	14,257		5.60	%	$	17,969		6.15	%	$	18,812		6.23	%	$	18,378		5.73	%	$	16,910		5.64	%	$	15,722		5.03	%
Interest Expense	$	(6,448	)	-2.53	%	$	(9,882	)	-3.38	%	$	(11,221	)	-3.72	%	$	(10,120	)	-3.15	%	$	(8,522	)	-2.84	%	$	(7,892	)	-2.53	%
Net Interest Income	$	7,809		3.06	%	$	8,087		2.77	%	$	7,591		2.51	%	$	8,258		2.57	%	$	8,388		2.80	%	$	7,830		2.50	%
Provision for Loan Losses	$	—		0.00	%	$	133		0.05	%	$	(188	)	-0.06	%	$	(1,142	)	-0.36	%	$	(3,250	)	-1.08	%	$	(5,210	)	-1.67	%
Net Interest Income after Provisions	$	7,809		3.06	%	$	8,220		2.81	%	$	7,403		2.45	%	$	7,116		2.22	%	$	5,138		1.71	%	$	2,620		0.83	%
Other Operating Income	$	595		0.23	%	$	403		0.14	%	$	600		0.20	%	$	402		0.13	%	$	409		0.14	%	$	420		0.13	%
Operating Expense	$	(5,424	)	-2.13	%	$	(5,473	)	-1.87	%	$	(5,569	)	-1.84	%	$	(6,093	)	-1.90	%	$	(6,715	)	-2.24	%	$	(6,912	)	-2.21	%
Net Operating Income	$	2,980		1.17	%	$	3,150		1.08	%	$	2,434		0.81	%	$	1,425		0.44	%	$	(1,168	)	-0.39	%	$	(3,872	)	-1.25	%
Net Gain(Loss) on Sale of Loans	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	191		0.06	%	$	1,311		0.44	%	$	711		0.23	%
Pension Plan Termination Expense	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	(2,920	)	-0.93	%
Fraud-Related Expense	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	(357	)	-0.11	%
Total Non-Operating Income/(Expense)	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	191		0.06	%	$	1,311		0.44	%	$	(2,566	)	-0.81	%
Net Income Before Tax	$	2,980		1.17	%	$	3,150		1.08	%	$	2,434		0.81	%	$	1,616		0.50	%	$	143		0.05	%	$	(6,438	)	-2.06	%
Income Taxes	$	(1,018	)	-0.40	%	$	(1,075	)	-0.37	%	$	(834	)	-0.28	%	$	(557	)	-0.17	%	$	(53	)	-0.02	%	$	2,181		0.70	%
Net Income (Loss) Before Extraord. Items	$	1,962		0.77	%	$	2,075		0.71	%	$	1,600		0.53	%	$	1,059		0.33	%	$	90		0.03	%	$	(4,257	)	-1.36	%
Estimated Core Net Income
Net Income	$	1,962		0.77	%	$	2,075		0.71	%	$	1,600		0.53	%	$	1,059		0.33	%	$	90		0.03	%	$	(4,257	)	-1.36	%
Addback(Deduct): Non-Recurring (Inc)/Exp	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	(191	)	-0.06	%	$	(1,311	)	-0.44	%	$	2,566		0.82	%
Tax Effect (2)	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%	$	65		0.02	%	$	446		0.15	%	$	(872	)	-0.28	%
Estimated Core Net Income	$	1,962		0.77	%	$	2,075		0.71	%	$	1,600		0.53	%	$	933		0.29	%	$	(775	)	-0.26	%	$	(2,563	)	-0.82	%
Memo:
Expense Coverage Ratio		143.97	%				147.76	%				136.31	%				135.53	%				124.91	%				113.28	%
Efficiency Ratio		64.54	%				64.46	%				67.99	%				70.36	%				76.33	%				83.78	%
Effective Tax Rate		34.16	%				34.13	%				34.26	%				34.47	%				37.06	%				33.88	%

(1) Ratios are a Percent of Average Assets.

(2) Tax effected at a 34% rate.

Source: Wolverine Bank’s audited and unaudited financial reports.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.11

several non-operating expenses, including the expense of terminating the pension plan and a fraud related expense net of gains on the sale of loans.

Over the past five and one-half years, the dollar amount of net interest income has fluctuated in a relatively narrow range and peaked at $8.4 million in fiscal 2009, while diminishing to $7.8 million for the twelve months ended June 30, 2010, equal to 2.50% of average assets. Recent compression of the Bank’s level of net interest income is the result of several factors including balance sheet shrinkage (i.e., lower level of interest-earning assets) and spread compression as relatively high yielding loans refinanced. The impact of the foregoing trends are evidenced in Wolverine’s yield-cost spreads (see Exhibit I-5) which increased from 1.94% to 2.23% from fiscal 2007 to fiscal 2009, while diminishing to 2.06% for the six months ended June 30, 2010. Importantly, the recent reduction in the level of net interest income is partially the result of Bank’s term borrowings which have fixed rates and maturities extending out for as long as seven years. The maturing of high cost borrowed funds will favorably impact Wolverine’s cost of funds though the earnings benefit will be gradual given the laddered maturities of the portfolio over a lengthy timeframe.

Non-interest operating income has been a modest contributor to the Bank’s earnings over the past five and one-half years, ranging from a low of 0.13% of average assets during the twelve months ended June 30, 2010, to a high of 0.23% of average assets during fiscal 2005. Customer service fees and charges derived primarily from transaction deposit accounts constitute the largest source of non-interest operating income for the Bank. The relatively modest contribution realized from service fees and charges to non-interest operating income is the result of the Bank’s emphasis on mortgage lending, the modest balance of fee generating checking accounts and competitive pressures from other local financial institutions including credit unions which have relatively low fee structures.

The Bank’s operating expenses have increased in recent years due to various pressures on operating costs including increased compensation costs as the Bank was required to remain competitive in its pay scales while also adding staff to remain an effective competitor. Additionally, FDIC insurance premiums and costs related to effective compliance and internal controls have also been a factor in the growth of operating expenses as has the cost of managing the growing portfolio of delinquent and classified loans. Overall, the Bank’s operating expenses have increased from $5.4 million, equal to 2.13% of average assets in fiscal 2005, to $6.9 million, equal to 2.21% of average assets reported for the twelve months ended June 30, 2010.

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	I.12

Overall, the general trends in the Bank’s net interest margin and operating expense ratio since 2005 reflect a reduction in core earnings, as indicated by the Bank’s expense coverage ratio (net interest income divided by operating expenses). Wolverine’s expense coverage ratio equaled 1.44 times during 2005 versus a ratio of 1.13 times for the twelve months ended June 30, 2010. An increase in operating expenses while the level of net interest income remained flat contributed to the decline in the Bank’s expense coverage ratio. Similarly, Wolverine’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of net interest income and other operating income) equaled 64.5% in fiscal 2005, while increasing in subsequent periods to 83.8% for the twelve months ended June 30, 2010, reflecting an adverse trend with respect to the Bank’s core earnings.

Provisions for loan losses have typically been limited reflecting the Bank’s relatively strong asset quality historically and the secured nature of the loan portfolio with the majority of the loan portfolio is secured by real estate collateral in the Bank’s market area. However, since fiscal 2007, the Bank has increased the level of loan loss provisions, which management attributes to a weak economy and erosion of real estate values which support the collateral value of Wolverine’s mortgage portfolio. The increase in NPAs was most notable in the most recent fiscal year.

As a result, loan loss provisions have increased since the end of fiscal 2007, culminating with provisions of $5.2 million, equal to 1.67% of average assets for the twelve months ended June 30, 2010. At June 30, 2010, the Bank maintained specific and general valuation allowances of $10.2 million, equal to 4.1% of total loans and 95.1% of non-performing loans. Exhibit I-6 sets forth the Bank’s loan loss allowance activity during the review period. Going forward, the Bank will continue to evaluate the adequacy of the level of specific and general valuation allowances (“SVAs” and “GVAs”) on a regular basis and establish additional loan loss provisions in accordance with the Bank’s asset classification and loss reserve policies.

Non-operating income and expenses have typically had a limited impact on earnings over most of the last five and one-half fiscal years and have primarily consisted of gains on the sale of loans and investments. However, several unusual non-recurring items including an expense related to the termination of the Bank’s pension plan ($2.9 million) and a bank fraud related expense ($357 thousand) were reported by Wolverine in the first six months of fiscal 2010. These expenses were partially offset by gains on the sale of loans totaling $711 thousand (0.23% of average assets) for the twelve months ended June 30, 2010. With regard to the loan sales, the low rate interest environment spurred refinancing activity with the Bank benefiting from gains on sale. Over the longer term, Wolverine’s earnings may be adversely affected through the loss of yield on refinanced loans in the low interest rate environment prevailing currently.

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	I.13

The Bank’s effective tax rate ranged from a low of 34.13% to 37.06% over the last five fiscal years and equaled 33.88% for the twelve months ended June 30, 2010. As set forth in the prospectus, the Bank’s marginal effective statutory income tax rate is 34.0%. In addition, the Bank pays a Michigan Business Tax equal to 0.235% of net capital, which is included in operating expenses.

Interest Rate Risk Management

The Bank’s balance sheet is asset-sensitive in the short-term and, thus, the net interest margin will typically be adversely affected during periods of rising and higher interest rates. Conversely, as market interest rate levels have diminished, the Bank’s level of net interest income has diminished. As of June 30, 2010, the Net Portfolio Value (“NPV”) analysis provided by the OTS indicated that a 200 basis point instantaneous and sustained increase in interest rates would result in a 6% increase in Wolverine’s NPV (see Exhibit I-7) which is reflective of an asset sensitive asset-liability repricing structure as indicated by recent empirical data with respect to the declining level of net interest income in a declining rate environment.

The Bank pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet through selling originations of fixed rate 1-4 family loans, maintaining an investment portfolio with primarily short repricing terms, and diversifying into other types of lending beyond 1-4 family permanent mortgage loans which consists primarily of shorter term fixed rate loans or adjustable rate loans. While the portfolio is primarily fixed rate in nature (see Exhibit I-8), as of December 31, 2009, the majority of Wolverine’s loan portfolio had maturities within five years (see Exhibit I-10) with a portion of the loan portfolio with maturities in excess of five years having adjustable rates. On the liability side of the balance sheet, management of interest rate risk has been pursued through utilizing long-term FHLB borrowings, extending CD maturities through offering attractive rates on certain longer term CDs and by seeking to build a concentration of deposits in lower costing and less interest rate sensitive transaction and savings accounts.

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	I.14

The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Bank’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

Wolverine’s lending activities have focused on mortgage lending as mortgage loans comprised 95.3% of gross loans as of June 30, 2010. The mortgage lending consists primarily of two elements including 1-4 family permanent mortgage loans and commercial mortgage loans. Other areas of lending diversification for the Bank include construction loans, home equity loans and commercial business loans. Going forward, the Bank’s lending strategy is to continue to emphasize diversification of the loan portfolio, particularly with respect to growth of commercial real estate loans. Exhibit I-9 provides historical detail of Wolverine’s loan portfolio composition over the past five and one-half years and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of December 31, 2009.

The single largest segment of the loan portfolio consists of commercial real estate which includes multi-family and land loans as well as loans secured by 1-4 family rental properties, the majority of which are collateralized by properties in the Bank’s regional lending area. Commercial real estate loans secured primarily by office buildings, strip mall centers, owner-occupied offices, condominiums, multi-family housing including student housing and for various other commercial uses.

Wolverine generally originates commercial real estate and multi-family loans up to a maximum LTV ratio of 80% (up to 65% of the property’s appraised value if the property is unimproved land) and requires a minimum debt-coverage ratio of 1.20 times. Commercial mortgage loans generally carry fixed interest rates for up to the first seven years of the loans (but most typically the first five years) and are subject to renegotiations or repricing after the initial fixed interest term. As of June 30, 2010, the Bank’s outstanding balance of commercial real estate loans totaled $134.6 million or 53.4% of total loans outstanding.

The other major component of the loan portfolio consists of permanent loans secured by 1-4 family properties totaling $83.6 million or 33.2% of total loans at June 30, 2010. Permanent loans secured by 1-4 family rental properties extended to investors totaled $24.5 million and of June 30, 2010, and are included in the commercial mortgage loan portfolio balance. Wolverine

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	I.15

offers both fixed rate and adjustable rate 1-4 family permanent mortgage loans. Loans are underwritten to secondary market guidelines, as the Bank’s current philosophy has been to sell most originations of fixed rate loans, which have comprised the vast majority of the Bank’s recent residential mortgage loan origination volume. Loans are sold on a servicing released basis. ARM loans offered by the Bank typically are one year adjustable loans with the rate reset every year based upon a contractual spread or margin above the yield on U.S. Treasury notes, adjusted to a constant maturity of one year, as published weekly by the Federal Reserve Board, subject to periodic and lifetime limitations on interest rate changes.

The Bank’s 1-4 family lending activities include home equity loans and home equity lines of credit. Home equity loans are amortizing loans with terms of up to five years, amortization terms of 15 years, and generally have a fixed interest rate. Home equity lines of credit are tied to the prime rate as published in The Wall Street Journal and with principal repaid based on a percentage of the principal balance outstanding. The Bank will originate home equity loans and lines of credit up to a maximum loan-to value (“LTV”) ratio of 80.0%, inclusive of other liens on the property. As of June 30, 2010, the Bank’s outstanding balance of home equity loans and home equity lines of credit equaled $11.3 million or 4.5% of total loans outstanding.

Construction loans originated by the Bank consist of loans to finance the construction of 1-4 family residences and commercial/multi-family properties. The Bank’s 1-4 family construction lending activities include construction/permanent loans as well as speculative loans that are extended to experienced builders in the Bank’s market area. Commercial real estate construction loans generally require a commitment for permanent financing to be in place prior to closing construction loan and are originated up to 65.0% of the completed appraised value of the property for individuals and up to 90.0% loan-to-value for contractors. Residential and commercial construction loans are generally interest only loans during the construction period. As of June 30, 2010, the Bank’s construction loan portfolio totaled $10.7 million, equal to 4.2% of total loans.

The Bank’s efforts to increase commercial lending have primarily been mortgage related, and non-mortgage C&I lending remains relatively limited. As of June 30, 2010, commercial business loans totaled $10.5 million, equal to 4.2% of total loans. The Bank offers commercial loans to sole proprietorships, professional partnerships and various other small businesses. The types of commercial loans offered include lines of credit and business term loans. Most lines of credit and business term loans are secured by real estate and other assets such as inventory or accounts receivable.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.16

Consumer loans are generally offered to provide a full line of loan products to customers and typically include student loans, loans on deposits, auto loans, and unsecured personal loans. As of June 30, 2010, consumer loans totaled $1.2 million, equal to 0.5% of total loans.

Exhibit I-11 shows the Bank’s loan originations/purchases, repayments and sales over the past three fiscal years and for the six months ended June 30, 2010 and it highlights the Bank’s emphasis on mortgage lending. Overall loan originations and purchases have fluctuated based primarily on market factors including the interest rate environment. For the period from fiscal 2007 to fiscal 2009, loan originations steadily increased from $84.1 million to $149.8 million, with the increase in fiscal 2009 primarily the result of refinancing residential mortgage loans. Loan sales consisting solely of residential loans have also been significant with sales primarily to Freddie Mac on a servicing released basis. Loans sold to Freddie Mac equaled $7.8 million, $10.4 million and $66.2 million in fiscal 2007, 2008 and 2009, respectively. For the six months ended June 30, 2010, residential mortgage loan volume has diminished to $19.8 million while loans sales equaled $10.9 million.

Asset Quality

The Bank’s asset quality has historically been strong and the level of NPAs has been modest, generally well below a level of 1% of assets. However, Wolverine has recently realized an increase in the level of NPAs, primarily related to the recessionary economic environment. Specifically, the Bank’s delinquencies have increased as a result of growing unemployment in its markets and the slack economy has depressed the collateral value of many of the Bank’s security properties. As reflected in Exhibit I-12, the total NPA balance (i.e., loans 90 days or more past due and REO) as of June 30, 2010, was $11.7 million, equal to 3.80% of assets, consisting primarily of non-accruing loans and a small balance of real estate owned (“REO”). The current balance of NPAs represents a significant increase relative to the level reported at the prior several fiscal year ends, equal to $4.5 million as of the end of fiscal 2008 and $8.4 million as of the end of fiscal 2009. The ratio of allowances to total loans equaled 4.1% while reserve coverage in relation to NPLs equaled 95.1% as of June 30, 2010 (see Exhibit I-6).

The Bank has taken several steps to address the deterioration in asset quality which is largely the result of: (1) erosion of real estate values which has impacted the collateral value of the Bank’s loans; and (2) the recession which has resulted in job losses and lower personal income levels, both of which have adversely impacted borrower’s ability to repay their loans with the Bank. Management has instituted a proactive strategy to aggressively reduce

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.17

non-performing assets through accelerated charge-offs, loan work out programs, enhanced collection practices and improved risk management. In certain instances, The Bank has restructured loans through TDRs in circumstances in which it is believed that the borrower can service the loan pursuant to the renegotiated terms providing the Bank with savings from the expense of foreclosure proceedings and the holding and disposition expenses of selling foreclosed property. The Bank has enhanced also the internal risk management processes and employed additional staff in 2010 to evaluate and monitor system, market and credit risk.

Funding Composition and Strategy

Deposits have consistently served as the Bank’s primary funding source and at June 30, 2010 deposits accounted for 67.5% of Wolverine’s interest-bearing funding composition. Exhibit I-13 sets forth the Bank’s deposit composition based on average deposits balances for the past three and one-half years. Transaction and savings account deposits constituted 41.0% of average deposits for the six months ended June 30, 2010. Comparatively, transaction and savings account deposits constituted 28.7% of average deposits in fiscal 2007. The increase in the concentration of transaction and savings account deposits was primarily due to expanded balances of money market and savings accounts.

The balance of the Bank’s deposits consists of CDs, which average $103.9 million or 59.0% of average deposits at June 30, 2010, compared to $118.9 million or 71.3% of average deposits at December 31, 2007. Wolverine’s current CD composition reflects a higher concentration of short-term CDs (maturities of one year or less). As of June 30, 2010, 77.8% of the Bank’s CDs were scheduled to mature in one year or less. Exhibit I-14 sets forth the maturity schedule of the Bank’s CDs as of June 30, 2010. As of June 30, 2010, jumbo CDs (CD accounts with balances of $100,000 or more) amounted to $52.0 million.

Borrowings serve as an alternative funding source for the Bank to facilitate management of funding costs and interest rate risk. The Bank maintained $85.0 million of FHLB advances at June 30, 2010, with a weighted average rate of 4.65%. FHLB advances held by the Bank at June 30, 2010, consisted of a mix of short- and long-term borrowings, with maturities on long-term borrowings generally extending out to seven years. Exhibit I-15 provides further detail of the Bank’s borrowings activities during the past three and one-half years.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.18

Legal Proceedings

The Bank is not currently party to any pending legal proceedings that the Bank’s management believes would have a material adverse effect on the Bank’s financial condition, results of operations or cash flows.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.1

II. MARKET AREA ANALYSIS

Introduction

Established in 1933, the Bank has always been operated pursuant to a strategy of strong community service, and its dedication to being a community-oriented financial institution has supported customer loyalty and recent growth trends. Wolverine Bank generally considers its market area to encompass areas proximate to its branches. The Bank operates four community banking offices and a loan production office (see Exhibit II-1) with a footprint covering Saginaw County and Midland County in Michigan. Wolverine’s market is found in the eastern section of the Lower Peninsula, located within a region of Michigan known as the Flint/Tri City region. The Bank’s markets are primarily rural townships in Midland and Saginaw Counties. Wolverine’s two county market where the Bank’s branches are located is illustrated by Table 2.1 below.

Table 2.1

Wolverine Bank FSB

Map of Branch Locations

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.2

Market Area Overview

In evaluating the geographic coverage of the Bank, it is important to make a distinction between Wolverine’s lending operations which can cover a relatively broad geographic area, and the market served by the Bank’s branches from a depository perspective, which covers a relatively compact section of the eastern lower peninsula of Michigan. In this regard, the Bank’s lending operations have extended beyond the immediate market served by Wolverine’s branches as the Bank has opportunistically sought to develop lending relationships beyond its local area. In the past, Wolverine has entered into a mutually beneficial marketing relationship with a local lumber company with the objective of originating both construction and permanent loans to builders and individuals. Similarly, Wolverine will send loan officers into markets outside the Midland/Saginaw County markets in markets where it receives a high level of referral activity. Over the long term following the Conversion, the Bank will be seeking to more actively originate loans outside the local market with the Traverse City, Grand Rapids, and Lansing markets being viewed as potentially attractive loan markets.

The Midland County market has several characteristics which set it apart from many similar areas of Michigan as well as the Midwest region of the U.S. The Dow Chemical Company was founded in Midland in 1897 and remains the largest employer to this day with 5,300 employees working in the corporate headquarters and production facilities. Additionally, Dow Corning which is a joint venture between Dow Chemical and Corning, Inc. is a chemical/technology company producing a variety of chemical and technology products, many involving the use of silicon. These companies and ancillary businesses have provided a measure of stability with many high income jobs compared to other nearby areas in Michigan. Additionally, corporate and individual giving resulting from the Dow Chemical presence has supported many cultural and civic amenities in the local area. At the same time, as reflected in the relatively high local unemployment rate, the Bank’s markets have not been immune to economic pressures present in Michigan generally and the reliance on a large corporate employer which is seeking to remain competitive internationally by controlling expenses can have negative implications for the economy as well.

In addition to operating in a shrinking market, Wolverine is subject to a high level of competition from two sources. Chemical Bank holds an approximate 60% share of commercial bank and thrift deposits in Wolverine’s market in Midland County as well as a significant market share in other contiguous markets. Perhaps more importantly, the Dow Chemical Employees Credit Union operates through a single office in Midland and holds in excess of $1 billion of

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.3

deposits. Thus, while the presence of Dow Chemical and Dow Corning corporate headquarters in Midland provides high earnings and has limited the economic deterioration experienced in many similar Michigan jurisdictions, Wolverine’s ability to penetrate the Dow employees has been limited.

The significant level of competition is demonstrated numerically in the schedule below which reflects that the two largest competitors for the Bank (as defined by financial institutions with branches within a 10 mile radius of the Bank’s branches) have nearly two-thirds of the market and there are other commercial bank and credit union competitors in the market as well.

Company	Headquarters		Branches	Deposits
				($000)		(%)
Wolverine Bank FSB	Midland	MI	4	$	167,495	5.5	%
Deposit Competitors (1)
Dow Chemical Employees’ CU	Midland	MI	1	$	1,082,313	35.7	%
Chemical Financial Corp.	Midland	MI	11	$	631,340	20.8	%
PNC Financial Services Group	Pittsburgh	PA	7	$	215,072	7.1	%
Frankenmuth Credit Union	Frankenmuth	MI	6	$	195,962	6.5	%
Citizens Republic Bancorp Inc.	Flint	MI	5	$	149,812	4.9	%
Members First Credit Union	Midland	MI	2	$	149,563	4.9	%
United Financial Credit Union	Saginaw	MI	3	$	102,517	3.4	%
Comerica Inc.	Dallas	TX	3	$	102,104	3.4	%
Bank of America Corp.	Charlotte	NC	3	$	47,568	1.6	%
Freeland State Bank	Freeland	MI	1	$	45,187	1.5	%
Independent Bank Corp.	Ionia	MI	3	$	44,793	1.5	%
Fifth Third Bancorp	Cincinnati	OH	1	$	41,997	1.4	%
JPMorgan Chase & Co.	New York	NY	2	$	41,583	1.4	%
Community Bancorp Inc.	Saint Charles	MI	1	$	7,144	0.2	%
First of Huron Corp.	Bad Axe	MI	1	$	6,435	0.2	%
Total for All Competitors			22	$	3,030,885	100.0	%

(1) Defined for purposes of this presentation as institutions maintaining a branch office within 10 miles of a Wolverine Bank branch.

Source: SNL Securities based on June 2009 deposit data.

Future business and growth opportunities will be partially influenced by economic and demographic characteristics of the markets served by the Bank, particularly the future growth and stability of the regional economy, demographic growth trends, and the nature and intensity of the competitive environment for financial institutions. These factors have been examined to help determine the growth potential that exists for the Bank and the relative economic health of the Bank’s market area.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.4

National Economic Factors

The business potential of a financial institution is partially dependent on the future operating environment and growth opportunities for the banking industry and the economy as a whole. The national economy experienced a severe downturn during 2008 and 2009, as the fallout of the housing crisis caused the wider economy to falter, with most significant indicators of economy activity declining by substantial amounts. The overall economic recession was the worst since the great depression of the 1930s. Approximately 8 million jobs were lost during the recession, as consumers cut back on spending, causing a reduction in the need for many products and services. Total personal wealth declined notably due to the housing crisis and drop in real estate values. As measured by the nation’s gross domestic product (“GDP”), the recession officially ended in the fourth quarter of 2009, after the national GDP expanded for two consecutive quarters (2.2% annualized growth in the third quarter of 2009 and 5.6% annualized growth in fourth quarter of 2009). The economy expansion continued into 2010, as the GDP grew by 2.7% for the first calendar year quarter of 2010. Notably, a large portion of GDP growth during 2009 and into 2010 has been generated through federal stimulus programs, bringing into question the sustainability of the recovery without government support.

The economic recession caused the inflation rate to decrease notably during 2009. Inflation averaged 3.85% for all of 2008 and a negative 0.34% for all of 2009, indicating a deflationary period. There was a decline in prices during eight of the 12 months during 2009. Reflecting a measure of recovery of the economy, the national inflation rate was 2.07% for the first six months of 2010. The national unemployment rate also revealed a modest recovery in the most recent few months. The reduction in employment during the recession led to fears of a prolonged period of economic stagnation, as consumers will be unwilling or unable to increase spending. The unemployment rate totaled 9.4% as of May 2010, a decline from 9.7% as of December 2009, but still high in compared to recent historical levels. There remains significant uncertainty about the near term future, particularly in terms of the speed at which the economy will recover, the impact of the housing crisis on longer term economic growth, and the near-term future performance of the real estate industry, including both residential and commercial real estate prices, all of which have the potential to impact future economic growth. The current and projected size of government spending and deficits also has the ability to impact the longer-term economic performance of the country.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.5

The major stock exchange indices have reflected the recent improvement in the downturn of the national economy, reporting significant volatility and an upward trend over the past 12 months. As an indication of the changes in the nation’s stock markets over the last 12 months, as of June 30, 2010, the Dow Jones Industrial Average closed at 9,774.02, an increase of 15.7% from June 30, 2009, while the NASDAQ Composite Index stood at 2,109.24, an increase of 14.9% over the same time period. The Standard & Poors 500 Index totaled 1,030.71 as of June 30, 2010, an increase of 12.1% from June 30, 2009.

Regarding factors that most directly impact the banking and financial services industries, in the past year the number of housing foreclosures have reached historical highs, medium home values have declined by double digits in most areas of the country, and the housing construction industry has been decimated. These factors have led to substantial losses at many financial institutions, and subsequent failures of institutions. Despite efforts by the federal and state governments to limit the impact of the housing crisis, there remain concerns about a “double-dip” housing recession, whereby another wave of foreclosures may occur. Commercial lending trends are showing weakness, particularly in the area of refinancing of existing debt, leading to uncertainty for the coming periods.

As of June 2006, the Fed had increased interest rates a total of 17 times, and as of June 2006, the Fed Funds rate was 5.25%, up from 1.00% in early 2004, while the Discount Rate stood at 6.25%, up from 2.00% in early 2004. The Fed then held these two interest rates steady until mid-2007, at which time the downturn in the economy was evident, and the Fed began reacting to the increasingly negative economic news. Beginning in August 2007 and through December 2008, the Fed decreased market interest rates a total of 12 times in an effort to stimulate the economy, both for personal and business spending.

As of January 2009, the Discount Rate had been lowered to 0.50%, and the Federal Funds rate target was 0.00% to 0.25%. These historically low rates were intended to enable a faster recovery of the housing industry, while at the same time lower business borrowing costs, and such rates have remained in effect through early 2010. In February 2010, the Fed increased the discount rate to 0.75%, reflecting a slight change to monetary strategy. The effect of the interest rate decreases since mid-2008 has been most evident in short term rates, which decreased more than longer term rates, increasing the slope of the yield curve. This low interest rate environment has been maintained as part of a strategy to stimulate the economy by

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.6

keeping both personal and business borrowing costs as low as possible. The strategy has achieved its goals, as borrowing costs for residential housing have been at historical lows, and the prime rate of interest remains at a low level. As of June 30, 2010, one- and ten-year U.S. government bonds were yielding 0.32% and 2.97%, respectively, compared to 2.36% and 3.99%, respectively, as of June 30, 2008. This has had a positive impact on the net interest margins of many financial institutions, as they rely on a spread between the yields on longer term assets and the costs of shorter term funding sources. However, institutions who originate substantial volumes of prime-based loans have given up some of this pickup in yield as the prime rate declined from 5.00% as of June 30, 2008 to 3.25% as of June 30, 2010.

Looking forward, there are general expectations that interest rates will begin to increase in 2011 as the economy continues its recovery and as the Fed seeks to curtail inflationary pressures. However, based on the most recent indications from the Fed, given the level of concern for the recovery of the economy, interest rates are not expected to begin to increase until mid-2011. The surveyed economists by the Wall Street Journal on average expect the unemployment rate to decline slightly to 9.4% by the end of this year from its current 9.7%, and they expect it to continue a slow decline to 8.6% through December 2011.

Market Area Demographics

The following section presents demographic details regarding the Bank’s market area. Table 2.2 displays comparative demographic trends for the two markets (Midland County and Saginaw County) which are believed to be generally representative of the Bank’s markets throughout Michigan, as well as data for the state and national aggregates since 2000. The Saginaw County market area has a total population of approximately 203,000 and thus, represents the largest market area where the Bank has a significant presence on a historical basis. Comparatively, the Midland County market represents small to mid-sized markets with a total population 83,000 people. The demographic data indicates that the Bank’s markets have experienced limited growth or a declining population base from 2000 to 2010. Specifically, Saginaw County shrank over the 2000 to 2010 period at a 0.3% compounded annual rate while Midland County population base remained the stable over the period. The foregoing demographic trends are projected to continue for both Saginaw and Midland counties were modest population shrinkage is projected through 2015. Household growth trends are relatively similar to the population growth trends as growth has been modest over the 2000 to 2010 period while household numbers are expected to remain flat to diminishing modestly over the next five year period.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.7

Table 2.2

Wolverine Bank

Summary Demographic Data

	Year						Growth Rate
	2000		2010		2015		2000-2010		2010-2015
Population (000)
United States	281,422		311,213		323,209		1.0	%	0.8	%
Michigan	9,938		10,105		10,039		0.2	%	-0.1	%
Midland County	83		83		82		0.0	%	-0.3	%
Saginaw County	210		203		197		-0.3	%	-0.6	%
Households (000)
United States	105,480		116,761		121,360		1.0	%	0.8	%
Michigan	3,786		3,886		3,872		0.3	%	-0.1	%
Midland County	32		33		32		0.3	%	-0.2	%
Saginaw County	80		78		76		-0.3	%	-0.5	%
Median Household Income ($)
United States	42,164		54,442		61,189		2.6	%	2.4	%
Michigan	44,683		54,719		60,982		2.0	%	2.5	%
Midland County	45,672		54,244		59,421		1.7	%	2.4	%
Saginaw County	38,620		47,045		53,602		2.0	%	2.8	%
Per Capita Income ($)
United States	21,587		26,739		30,241		2.2	%	2.5	%
Michigan	22,168		26,265		29,640		1.7	%	2.4	%
Midland County	23,383		27,260		31,237		1.5	%	2.8	%
Saginaw County	19,438		22,041		24,803		1.3	%	2.4	%
	<$25,000		$25,000 to $50,000		$50,000+		$100,000+
2010 HH Income Dist. (%)
United States	20.8	%	24.7	%	35.7	%	18.8	%
Michigan	20.1	%	24.6	%	38.3	%	17.1	%
Midland County	20.3	%	23.4	%	39.2	%	17.1	%
Saginaw County	24.9	%	28.0	%	36.0	%	11.2	%

Source: SNL Financial.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.8

Income levels in Wolverine’s primary markets of Midland and Saginaw Counties show some disparity. In this regard, the Midland County market reported per capita and median household income levels which approximated the state and national aggregates. The relatively favorable income levels are reflective of the presence of Dow Chemical and Dow Corning and related ancillary businesses which are a source of high paying corporate and managerial jobs. In contrast, per capita and household income levels were below these key aggregates for Saginaw County. Specifically, Midland County’s median household income and per capita income closely approximated the level for the United States and Michigan as of 2010, reporting figures in a range of 99% to 103% of these key aggregates. However Saginaw County does not fare as well, reporting per capita and median household income levels well keeping in a range of 80% to 90% of the state and national averages. The income growth rates for both Saginaw and Midland Counties are generally expected to be above or in line with the growth rate for the United States.

Regional Economy

Manufacturing has been an important sector in Michigan’s regional economy historically. While Michigan is still the leading auto-producing state in the United States, its dominance has diminished as the industry has shifted to other areas of the US where labor is cheaper and, of course, significant market share has been lost to foreign competition. Moreover, while Michigan is still one of the nation’s leading manufacturers of steel, heavy industry as a whole inclusive of the auto industry has been on a steady decline. While light manufacturing of various products remains a mainstay of the local economy, the manufacturers in the Bank’s markets remain subject to competition from other low-cost areas of the U.S. and foreign competition. Agriculture also plays a modest role in Wolverine’s relatively rural market area with the principal agricultural products including dairy, cattle, hay, and corn.

Table 2.3 displays the employment by sector for the State of Michigan and Wolverine’s markets in Midland and Saginaw Counties. Although manufacturing has been on the decline it still comprises one of the largest employment sectors in both of the companies’ markets, placing 2^nd and 4^th, respectively, with based on respective employment levels of 13.8% and 10.8% for Midland and Saginaw Counties. The shift from manufacturing has been offset by the growth of the services industry which currently is the largest employment sector in both markets and the State of Michigan. The growth in the services sector as well as the wholesale and retail trade employment sector is mirrored nationally and state wide.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.9

Table 2.3

Wolverine Bank

Primary Market Area Employment Sectors

(Percent of Labor Force)

	Location
Employment Sector	Michigan		Midland County		Saginaw County
	(% of Total Employment)
Services	40.5	%	35.3	%	43.7	%
Government	12.3	%	7.5	%	11.5	%
Wholesale/Retail Trade	14.3	%	12.6	%	16.0	%
Finance/Insurance/Real Estate	8.6	%	6.6	%	7.5	%
Manufacturing	11.2	%	13.8	%	10.8	%
Construction	5.0	%	8.5	%	4.7	%
Information	1.4	%	1.2	%	1.5	%
Transportation/Utility	3.0	%	1.4	%	0.0	%
Agriculture	1.2	%	1.1	%	1.4	%
Other	2.4	%	11.9	%	2.9	%
Total	100.0	%	100.0	%	100.0	%

Source: REIS 2008.

An examination of the largest employers in Midland County provides an indication of the importance of Dow Chemical and Dow Corning in the local market. Specifically, Dow Chemical and Dow Corning employ 5,300 and 1,350 employees respectively in Midland County, a portion of which are relatively high paying corporate and managerial positions. Other large employers include MidMichigan Medical Center, Midland County Schools and Chemical Bank. Table 2.4 sets forth details with respect to Midland County’s largest employers.

Saginaw County’s largest employers include several large hospitals including Covenant Health Care (4,129 employees) and St. Mary’s of Michigan (2,200 employees) while the legacy manufacturing base remains important as indicated by the large number of employees at Nexteer Automotive (3,000 employees) while Hemlock Semi-Conductor/Dow Corning which manufacture polycrystalline Silicon, photo-voltaic related silicon based products and medical devices reflect the presence of high technology manufacturing.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.10

Table 2.4

Wolverine Bank

Largest Employers in Midland County

Company	Description	Number of Employees
The Dow Chemical Company	Industrial chemicals/consumer products	5,300
MidMichigan Medical Center - Midland	Complete hospital service	3,200
	Silicones, specialty chemicals, lubricants,
Dow Corning Corporation	silicon, health care products	1,350
Midland Public Schools	Education	1,100
Chemical Bank	Financial services	460
City of Midland	City government	460
	Private university specializing in
	management and entrepreneurial
Northwood University	education	340
County of Midland	County government	330
Quebecor Printing - Pendell Inc.	Commercial and publication printing	325
Meijer	Retail	320
	Engineering, construction, mechanical
Three Rivers Corporation	piping, architectural work	300
Wal-Mart	Retail	300
Bullock Creek Schools	Education	260
Huhtamaki Plastics, Inc.	Plastic containers manufacturer	260

Employee counts are approximate.

Source: Midland Area Chamber of Commerce.

Unemployment Trends

Unemployment in the Bank’s market area varies according to the size and economic composition of the particular markets. Table 2.5 shows comparative unemployment rates for Michigan, as well as for the U.S. and select key Michigan markets served by the Bank. Overall, the unemployment data shows that the Bank’s markets have been impacted by the national recession, notwithstanding the significant presence of Dow Chemical and Dow Corning. In this regard, unemployment rates in Wolverine’s markets as well as the State of Michigan are above the national average of 9.5%. While there has been some improvement in the rate of unemployment over the last twelve months, as reflected in the data, the Bank’s markets continue to be significantly impacted by the recessionary economy and any recovery is expected to be slow and prolonged.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.11

TABLE 2.5

Wolverine Bank

Market Area Unemployment Trends

Region	June 2009 Unemployment		June 2010 Unemployment
United States	9.5	%	9.5	%
Michigan	15.4		13.1
Midland County	11.0		10.2
Saginaw County	14.6		12.3

Source: SNL Financial, LC.

Market Area Deposit Characteristics

Table 2.6 displays deposit trends for thrifts and commercial banks in the State of Michigan as well as the Bank’s market areas in Midland County and Saginaw County. Within Saginaw County, the Bank’s market share is limited while total deposits for all banks have increased at a 3.5% compounded annual rate over the four year period through June 2009. Commercial banks increased deposits in Saginaw County at an annual rate of 3.4%, while savings institutions deposits increased at rate of 7.1% over the 2005-2009 period. Commercial banks have approximately 98.3% of deposit funds in Saginaw County. Notwithstanding growth of the Saginaw County market overall, the Bank’s deposits declined at a rate of 3.4% annually.

The Midland County market represents the Bank’s historical home market and Wolverine is the only savings institution within the market. The Bank maintains a 13.9% market share of the Midland County market where deposits have increased by a 4.9% compounded annual rate over the four year period through 2009. Wolverine is the only savings institution located in the Midland County market and realized nominal deposit growth of 1.1% annually over the 2005 to 2009 period. Commercial banks, which maintain a dominant 86% market share in Midland County, realized annual deposit growth of 5.6% and thus, gained market share relative to Wolverine.

Importantly, as mentioned in a prior discussion, the Bank is subject to significant competition from credit unions, including the Dow Chemical Employees Credit Union, which hold a significant market share and have some competitive advantages, particularly with respect to their ability to market to Dow employees.

RP® Financial, LC.	MARKET AREA ANALYSIS
	II.12

Table 2.6

Wolverine Bank

Deposit Summary

	As of June 30,										Deposit Growth Rate 2005-2009
	2005					2009
	Deposits		Market Share		No. of Branches	Deposits		Market Share		No. of Branches
	(Dollars In Thousands)										(%)
Deposit Summary
State of Michigan	$	139,351,177	100.0	%	3,057	$	163,767,093	100.0	%	3,085	4.1	%
Commercial Banks		127,101,867	91.2	%	2,794		149,925,636	91.5	%	2,803	4.2	%
Savings Institutions		12,249,310	8.8	%	263		13,841,457	8.5	%	282	3.1	%
Midland County	$	861,793	100.0	%	24	$	1,044,096	100.0	%	23	4.9	%
Commercial Banks		722,993	83.9	%	21		899,194	86.1	%	20	5.6	%
Savings Institutions		138,800	16.1	%	3		144,902	13.9	%	3	1.1	%
Wolverine Bank		138,800	16.1	%	3		144,902	13.9	%	3	1.1	%
Saginaw County	$	1,733,478	100.0	%	66	$	1,987,607	100.0	%	70	3.5	%
Commercial Banks		1,707,530	98.5	%	65		1,953,496	98.3	%	68	3.4	%
Savings Institutions		25,948	1.5	%	1		34,111	1.7	%	2	7.1	%
Wolverine Bank		25,948	1.5	%	1		22,593	1.1	%	1	-3.4	%

Source: FDIC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.1

III. PEER GROUP ANALYSIS

This chapter presents an analysis of Wolverine’s operations versus a group of comparable savings institutions (the “Peer Group”) selected from the universe of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines. The basis of the pro forma market valuation of the Bank is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences in relation to the Peer Group. Since no Peer Group can be exactly comparable to Wolverine, key areas examined for differences are: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the shares; marketing of the issue; management; and effect of government regulations and regulatory reform.

Peer Group Selection

The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised of only those publicly-traded savings institutions whose common stock is either listed on a national exchange (NYSE or AMEX), or is NASDAQ listed, since their stock trading activity is regularly reported and generally more frequent than non-publicly traded and closely-held institutions. Institutions that are not listed on a national exchange or NASDAQ are inappropriate, since the trading activity for thinly-traded or closely-held stocks is typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies under acquisition or subject to rumored acquisition, mutual holding companies and recent conversions, since their pricing ratios are subject to unusual distortion and/or have limited trading history. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.

Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of locally- or regionally-based institutions with comparable resources, strategies and financial characteristics. There are approximately 110 publicly-traded non-MHC institutions nationally and, thus, it is typically the case that the Peer Group will be comprised of institutions with relatively comparable characteristics. To the extent that differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for the differences. Since Wolverine will be a full public company upon completion of the offering, we considered only full public companies to be viable

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.2

candidates for inclusion in the Peer Group. From the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of the Bank. In the selection process, we applied two “screens” to the universe of all public companies that were eligible for consideration:

• Screen #1 Michigan institutions with assets less than $750 million that are not in MHC form. Just one company met the criteria for Screen #1 and it was included in the Peer Group:

• First Fed of Northern MI

Exhibit III-2 provides financial and public market pricing characteristics of all publicly-traded Michigan thrifts.

• Screen #2 Mid-West institutions with assets less than $750 million and not in MHC form. Fourteen companies met the criteria for Screen #2. We excluded from consideration Central Federal Bancorp of OH due to significant losses (over 3.4% of average assets) recorded during the previous twelve month. We excluded from considerations Jacksonville Bancorp, Inc. of IL due to the recent nature of its second step conversion, which closed in mid-2010. We excluded from consideration Park Bancorp of Chicago IL due to reported non-performing assets in excess of 6% of total assets. And we excluded from consideration two companies that are subject to regulatory enforcement actions: First Bancshares, Inc. of MO (order to cease and desist) and First Franklin Corp of OH (supervisory agreement). We concluded that the characteristics noted above of the excluded companies made them less comparable to Wolverine for purposes of the valuation. The remaining nine institutions from Screen #2 were included in the Peer Group:

• Central Federal Corp of OH (excluded)

• Citizens Community Bancorp of WI

• FFD Financial Corp of Dover OH

• First Bancshares, Inc of MO (excluded)

• First Capital, Inc. of IN

• First Clover Leaf Financial Corp of IL

• First Franklin Corp of OH (excluded)

• First Savings Financial Group of IN

• Jacksonville Bancorp Inc. of IL (excluded)

• LSB Financial Corp of LaFayette IN

• North Central Bancshares of IA

• Park Bancorp of Chicago IL (excluded)

• River Valley Bancorp of IN

• Wayne Savings Bancshares of OH

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.3

Exhibit III-3 provides financial and public market pricing characteristics of all publicly-traded Mid-West thrifts.

Table 3.1 shows the general characteristics of each of the 10 Peer Group companies and Exhibit III-4 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and Wolverine, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of the Bank’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer Group as of the most recent publicly available date.

In addition to the selection criteria used to identify the Peer Group companies, a summary description of the key comparable characteristics of each of the Peer Group companies relative to Wolverine characteristics is detailed below.

• Citizens Community Bancorp of WI. Citizens Community Bancorp operates through a total of 27 offices in Wisconsin and Minnesota. Reflecting its status as a former credit union, Citizens Community Bancorp’s loan portfolio has the largest proportion of consumer loans in comparison to any of the Peer Group companies although permanent 1-4 family mortgage loans comprise the largest segment of lending. Asset quality ratios are slightly more favorable in relation to the Peer Group average and Citizens Community Bancorp is profitable on a twelve month basis. At June 30, 2010, Citizens Community Bancorp had total assets of $576 million and a tangible equity-to-assets ratio of 8.8%. For the twelve months ended June 30, 2010, Citizens Community Bancorp reported net income of 0.13% of average assets. Citizens Community Bancorp had a market capitalization of $21 million at August 13, 2010.

• FFD Financial Corp. of OH operates through five retail banking offices in eastern Ohio. The balance sheet reflects a retail orientation as whole loans and deposits comprise a high proportion of interest-earning assets and interest-bearing liabilities in comparison to the Peer Group. Lending efforts are directed primarily toward mortgages, and the portfolio includes a high concentration of non-residential mortgage loans. Asset quality ratios for FFD Financial Corp. were generally more favorable than the Peer Group average, both in terms of the level of NPAs and the coverage ratios. At March 31, 2010, FFD Financial had total assets of $199 million and a tangible equity-to-assets ratio of 9.1%. For the twelve months ended March 31, 2010, FFD Financial reported positive earnings of 0.41% of average assets. FFD Financial had a market capitalization of $14 million at August 13, 2010.

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	III.4

Table 3.1

Peer Group of Publicly-Traded Thrifts

August 13, 2010

Ticker	Financial Institution	Exchange	Primary Market	Operating Strategy(1)	Total Assets(2)			Offices	Fiscal Year	Conv. Date	Stock Price		Market Value
											($)		($Mil)
FCLF	First Clover Leaf Financial Corp of IL	NASDAQ	Edwardsville, IL	Thrift	$	591	M	4	12-31	07/06	$	5.50	$	44
CZWI	Citizens Community Bancorp Inc of WI	NASDAQ	Eau Claire, WI	Thrift	$	576		27	09-30	11/06	$	4.10	$	21
FSFG	First Savings Financial Group of IN	NASDAQ	Clarksville, IN	Thrift	$	494	M	7	09-30	12/08	$	13.46	$	33
FCAP	First Capital, Inc. of IN	NASDAQ	Corydon, IN	Thrift	$	458		13	12-31	01/99	$	15.42	$	43
FFFD	North Central Bancshares of IA	NASDAQ	Fort Dodge, IA	Thrift	$	452		11	12-31	03/96	$	15.05	$	20
WAYN	Wayne Savings Bancshares of OH	NASDAQ	Wooster, OH	Thrift	$	407		11	03-31	01/03	$	7.50	$	23
RIVR	River Valley Bancorp of IN	NASDAQ	Madison, IN	Thrift	$	395	M	9	12-31	12/96	$	15.00	$	23
LSBI	LSB Financial Corp of IN	NASDAQ	Lafayette, IN	Thrift	$	372	M	5	12-31	02/95	$	10.32	$	16
FFNM	First Fed of Northern Michigan of MI	NASDAQ	Alpena, MI	Thrift	$	227		8	12-31	04/05	$	2.72	$	8
FFDF	FFD Financial Corp of Dover OH	NASDAQ	Dover, OH	Thrift	$	199	M	5	06-30	04/96	$	13.40	$	14

NOTES:	(1)    Operating strategies are: Thrift=Traditional Thrift, M.B.=Mortgage Banker, R.E.=Real Estate Developer, Div.=Diversified and Ret.=Retail Banking.
	(2)    Most recent quarter end available (E=Estimated and P=Pro Forma).

Source: SNL Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.5

• First Capital, Inc. of IN operates 13 offices in southern Indiana. First Capital’s asset mixture reflects a relatively high level of cash and investments, a well diversified loan portfolio and funding is derived almost entirely from deposit liabilities. At June 30, 2010, First Capital had total assets of $458 million and a tangible equity-to-assets ratio of 9.4%. For the twelve months ended June 30, 2010, First Capital reported positive earning with a return on average assets of 0.52%. First Capital had a market capitalization of $43 million at August 13, 2010.

• First Clover Leaf Financial Corp of IL operates through four retail banking offices in western Illinois in markets adjacent to St. Louis. The balance sheet reflects an above average level of cash and investments and a funding base including moderate use of borrowed funds in addition to deposits. Lending efforts are relatively well diversified, and the portfolio includes a high concentration of non-residential mortgage loans. Asset quality ratios for First Clover Leaf Financial were generally less favorable than the Peer Group average in terms of the level of NPAs. At March 31, 2010, First Clover Leaf Financial had total assets of $591 million and a tangible equity-to-assets ratio of 11.2%. For the twelve months ended March 31, 2010, First Clover Leaf Financial reported a net loss of 1.48% of average assets, attributable to the write-off of impaired goodwill. First Clover Leaf Financial had a market capitalization of $44 million at August 13, 2010.

• First Fed of Northern Michigan of MI, the only Michigan based institution in the Peer Group, operates through eight retail banking offices in northern Michigan. First Fed’s balance sheet reflects an above average level of cash and investments and a funding base that includes the largest reliance on borrowings among the Peer Group companies. Asset quality ratios for First Fed reflect a relatively high level of NPAs and relatively low reserve coverage. As a result of deteriorating asset quality, First Fed established significant provisions for loan losses during the trailing twelve month period. At June 30, 2010, First Fed had total assets of $227 million and a tangible equity-to-assets ratio of 10.0%. For the twelve months ended March 31, 2010, First Fed reported a net loss of 2.73% of average assets, attributable to the aforementioned establishment of provisions. First Fed had a market capitalization of $8 million at August 13, 2010.

• First Savings Financial Group of Indiana operates 14 branch offices in southern Indiana, including 7 newly-acquired offices with an acquisition completed in September 2009. First Savings Financial Group, Inc. maintains loans and deposits/assets ratios which are comparable to the Peer Group averages while the loan portfolio composition reflects a higher proportion of residential mortgage loans. The ROA modestly exceeds the Peer Group medians with the higher earnings reflecting the benefit of the September 2009 acquisition and a relatively strong level of net interest income. At March 31, 2010, First Savings Financial Group had total assets of $494 million and a tangible equity-to-assets ratio of 9.4%. For the twelve months ended March 31, 2010, First Savings Financial Group reported a return on average assets of 0.51%. First Savings Financial Group had a market capitalization of $33 million at August 13, 2010.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.6

• LSB Bancorp, Inc. of IN operates through a total of 5 branches in and near Lafayette, Indiana, which is situated in western Indiana. The asset investment strategy is directed toward whole mortgage loans as balances of cash, investments and MBS are limited in comparison to the Peer Group. The loan portfolio reflects a sizeable investment in commercial mortgage loans. Notwithstanding the significant investment in high risk-weight loans and the associated strong asset yields, LSB Bancorp’s ROA is below the Peer Group medians as a result of high funding costs and loan loss provisions, both of which are above the Peer Group median. Asset quality ratios are generally less favorable for LSB Bancorp, both in terms of the level of NPAs and reserve coverage as a percent of NPLs and NPAs – all were key factors in the LSB Bancorp’s higher loan loss provisions. At March 31, 2010, LSB Bancorp reported total assets of $372 million and a tangible equity-to-assets ratio of 9.2%. For the twelve months ended March 31, 2010, LSB Bancorp reported a return on average assets of 0.18%. LSB Bancorp had a market capitalization of $16 million at August 13, 2010.

• North Central Bancshares, of IA operates through eleven retail banking offices in northern Iowa. The balance sheet reflects a diversified allocation of assets and a moderate reliance on borrowings for funding. North Central Bancshares’ lending strategy is focused on mortgage lending, with concentrations in both 1-4 family and non-residential mortgage loans. North Central Bancshares operates profitably, and its income statement includes above average levels of non-interest income and non-interest expense. Asset quality ratios for North Central Bancshares were generally less favorable than the Peer Group average in terms of the level of NPAs. At June 30, 2010, North Central Bancshares had total assets of $452 million and a tangible equity-to-assets ratio of 10.8%. For the twelve months ended June 30, 2010, North Central Bancshares reported net income equal to 0.44% of average assets. North Central Bancshares had a market capitalization of $20 million at August 13, 2010.

• River Valley Bancorp of IN operates 9 branch offices in southern Indiana. River Valley Bancorp maintains a broadly diversified loan portfolio primarily focused on mortgage loans (both residential and commercial) and funds operations with deposits which are supplemented with borrowings at levels above the Peer Group average. Asset quality is relatively comparable to the Peer Group. River Valley Bancorp’s ROA is above the Peer Group median, supported by a high level of non-interest income and a favorable operating expense ratio in comparison to the Peer Group average. At March 31, 2010, River Valley Bancorp reported total assets of $395 million and a tangible equity-to-assets ratio of 7.9%. For the twelve months ended March 31, 2010, River Valley Bancorp reported earnings of 0.48% of average assets. River Valley Bancorp had a market capitalization of $23 million at August 13, 2010.

• Wayne Savings Bancshares of OH operates 11 branches in central Ohio. The asset structure reflects a relatively lower proportion of loans/assets, with the majority of loans invested in 1-4 family loans inclusive of an investment in MBS. In comparison to the Peer Group average, deposits funded a greater proportion of the balance sheet and borrowed funds were employed to a lesser extent. Wayne Savings Bancshares maintained a ratio of NPAs which was modestly below the average and median for the Peer Group which facilitated an above

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.7

average ROA. At June 30, 2010, Wayne Savings Bancshares had total assets of $407 million and a tangible equity-to-assets ratio of 8.9%. For the twelve months ended June 30, 2010, Wayne Savings Bancshares reported net income equal to 0.58% of average assets, the largest ROA among the Peer Group companies. Wayne Savings Bancshares had a market capitalization of $23 million at August 13, 2010.

In aggregate, the Peer Group companies maintained a slightly higher level of tangible equity than the industry medians (9.3% of assets versus 9.0% for all public companies) and generated more favorable levels of profitability as a percent of average assets (core net income of 0.30% versus 0.19% for all public companies). The Peer Group traded at lower ratios than the industry overall for P/TB ratios and at comparable levels for core P/E multiples.

	Medians - All Publicly-Traded			Medians Peer Group
Financial Characteristics (Averages)
Assets ($Mil)	$	959		$	430
Market capitalization ($Mil)	$	60		$	22
Tangible equity/assets (%)		8.97	%		9.29	%
Core return on average assets (%)		0.19			0.30
Core return on average equity (%)		1.61			3.35
Pricing Ratios (Averages)(1)
Core price/earnings (x)		16.54	x		16.54	x
Price/tangible book (%)		74.41	%		65.25	%
Price/assets (%)		6.87			5.62

(1) Based on market prices as of August 13, 2010.

Ideally, the Peer Group companies would be comparable to Wolverine in terms of all of the selection criteria, but the universe of publicly-traded thrifts does not provide for an appropriate number of such companies. However, in general, the companies selected for the Peer Group were fairly comparable to the Bank, as will be highlighted in the following comparative analysis.

Financial Condition

Table 3.2 shows comparative balance sheet measures for the Bank and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above. The Bank’s and the Peer Group’s ratios reflect balances as of June 30, 2010, unless indicated otherwise for the Peer Group companies.

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	III.8

Table 3.2

Balance Sheet Composition and Growth Rates

Comparable Institution Analysis

As of June 30, 2010

	Balance Sheet as a Percent of Assets																				Balance Sheet Annual Growth Rates														Regulatory Capital
	Cash & Equi- valents		MBS & Invest		BOLI		Loans		Depo- sits		Borro- wed Funds		Subd. Debt		Net Worth		Good- will & Intang		Tng Net Worth		Assets		MBS, Cash & Invest- ments		Loans		Depo- sits		Borr- ows. & Sub- debt		Net Worth		Tng Net Worth		Tang- ible		Core		Reg. Cap.
Wolverine Bank
June 30, 2010	7.6	%	10.8	%	0.0	%	76.9	%	57.2	%	27.5	%	0.0	%	13.5	%	0.0	%	13.5	%	0.71	%	37.36	%	-6.87	%	6.13	%	-7.61	%	-7.25	%	-7.25	%	13.49	%	13.49	%	20.24	%
All Public Companies
Averages	5.9	%	20.4	%	1.4	%	67.4	%	72.2	%	14.3	%	0.5	%	11.7	%	0.9	%	10.8	%	4.56	%	13.52	%	1.35	%	8.70	%	-14.49	%	2.03	%	1.88	%	11.07	%	10.99	%	18.50	%
Medians	4.7	%	18.4	%	1.4	%	68.7	%	73.5	%	12.6	%	0.0	%	10.3	%	0.0	%	10.3	%	2.40	%	6.52	%	-0.34	%	5.77	%	-12.37	%	1.94	%	1.49	%	9.73	%	9.60	%	15.70	%
State of MI
Averages	4.6	%	16.0	%	0.3	%	67.3	%	63.2	%	23.5	%	1.0	%	9.0	%	0.2	%	8.8	%	-10.19	%	5.51	%	-18.25	%	-9.74	%	-14.30	%	-0.91	%	-0.78	%	9.34	%	9.34	%	14.91	%
Medians	4.6	%	16.0	%	0.3	%	67.3	%	63.2	%	23.5	%	1.0	%	9.0	%	0.2	%	8.8	%	-10.19	%	5.51	%	-18.25	%	-9.74	%	-14.30	%	-0.91	%	-0.78	%	9.34	%	9.34	%	14.91	%
Comparable Group
Averages	4.2	%	15.9	%	1.0	%	74.2	%	76.1	%	12.8	%	0.2	%	10.1	%	0.7	%	9.4	%	-0.15	%	5.87	%	-1.79	%	5.16	%	-20.97	%	0.94	%	0.41	%	9.22	%	9.22	%	13.90	%
Medians	3.3	%	17.7	%	1.1	%	72.1	%	76.4	%	12.4	%	0.0	%	10.1	%	0.4	%	9.2	%	0.84	%	7.39	%	-3.14	%	4.98	%	-19.28	%	1.99	%	1.64	%	9.25	%	9.25	%	14.60	%
Comparable Group
CZWI   Citizens Community Bancorp Inc of WI	7.0	%	8.9	%	0.0	%	79.0	%	76.5	%	13.0	%	0.0	%	9.8	%	1.1	%	8.7	%	5.43	%	-3.74	%	7.19	%	20.53	%	-37.83	%	0.97	%	1.78	%	9.60	%	9.60	%	10.60	%
FFDF   FFD Financial Corp of Dover OH	3.0	%	5.4	%	0.0	%	88.6	%	82.4	%	7.6	%	0.0	%	9.1	%	0.0	%	9.1	%	5.69	%	-30.33	%	10.12	%	8.11	%	-12.33	%	1.49	%	1.49	%	NA		NA		NA
FCAP   First Capital, Inc. of IN	2.8	%	23.5	%	1.2	%	67.4	%	81.0	%	8.2	%	0.0	%	10.5	%	1.2	%	9.3	%	1.92	%	18.96	%	-3.76	%	4.98	%	-20.17	%	2.51	%	3.03	%	9.02	%	9.02	%	14.70	%
FCLF   First Clover Leaf Financial Corp of IL	8.2	%	17.3	%	0.0	%	68.8	%	75.0	%	10.7	%	0.7	%	13.1	%	2.2	%	10.9	%	-7.47	%	-13.94	%	-3.70	%	-3.35	%	-19.28	%	-16.59	%	-8.03	%	NA		NA		NA
FFNM   First Fed of Northern Michigan of MI	2.4	%	18.1	%	0.6	%	72.4	%	69.5	%	19.1	%	0.0	%	10.4	%	0.3	%	10.1	%	-5.64	%	17.68	%	-9.94	%	-2.73	%	-6.14	%	-20.51	%	-20.25	%	9.34	%	9.34	%	14.91	%
FSFG   First Savings Financial Group of IN	2.7	%	19.0	%	1.1	%	71.8	%	73.3	%	15.3	%	0.0	%	10.9	%	1.7	%	9.2	%	NM		NM		NM		NM		NM		4.11	%	-12.22	%	NA		NA		NA
LSBI   LSB Financial Corp of IN	3.7	%	4.0	%	1.8	%	86.5	%	78.2	%	11.8	%	0.0	%	9.2	%	0.0	%	9.2	%	-3.10	%	-32.14	%	-0.27	%	5.54	%	-38.46	%	0.06	%	0.06	%	9.15	%	9.15	%	12.99	%
FFFD   North Central Bancshares of IA	5.6	%	9.3	%	1.2	%	78.2	%	76.2	%	12.1	%	0.0	%	10.8	%	0.0	%	10.8	%	-1.89	%	69.32	%	-10.09	%	4.02	%	-29.07	%	3.40	%	3.40	%	10.00	%	10.00	%	15.70	%
RIVR   River Valley Bancorp of IN	4.8	%	20.8	%	2.1	%	69.2	%	71.4	%	18.0	%	1.8	%	7.9	%	0.0	%	7.9	%	2.88	%	19.60	%	-2.52	%	7.43	%	-16.09	%	25.35	%	25.38	%	NA		NA		NA
WAYN   Wayne Savings Bancshares of OH	2.0	%	32.7	%	1.7	%	59.8	%	77.0	%	12.7	%	0.0	%	9.3	%	0.5	%	8.8	%	0.84	%	7.39	%	-3.14	%	1.88	%	-9.38	%	8.62	%	9.46	%	8.20	%	8.20	%	14.50	%

Source: SNL Financial, LC. and RP^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.9

Wolverine’s equity-to-assets ratio of 13.5% was above the Peer Group’s average net worth ratio of 10.1%. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 13.5% and 9.4%, respectively. The Bank’s pro forma capital position will increase with the addition of stock proceeds, providing the Bank with an equity-to-assets ratio that will substantially exceed the Peer Group’s ratio. The increase in Wolverine’s pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Bank’s higher pro forma capitalization will initially depress return on equity. Both Wolverine’s and the Peer Group’s capital ratios reflected capital surpluses with respect to the regulatory capital requirements.

The interest-earning asset compositions for the Bank and the Peer Group were somewhat similar, with loans constituting the bulk of interest-earning assets for both Wolverine and most of the Peer Group. The Bank’s loans-to-assets ratio of 76.9% was approximately equal to Peer Group’s average ratio of 74.2%. The Bank’s combined ratio of cash, MBS and investments of 18.4% of assets was slightly lower than the Peer Group’s average ratio of 20.1%. Overall, Wolverine’s interest-earning assets amounted to 95.3% of assets, which approximated the comparable Peer Group ratio of 94.3%. The Bank’s advantage in interest-earning assets was supported by zero balances of bank-owned life insurance (“BOLI”) and goodwill/intangible assets while the Peer Group reported average balances of BOLI and goodwill/intangibles of 1.0% and 0.7%, respectively.

Wolverine’s funding liabilities reflected a funding strategy that was less reliant on deposits than the Peer Group. Specifically, the Bank’s deposits equaled 57.2% of assets as compared to the Peer Group ratio of 76.1%. The Bank’s lower proportion of deposits corresponded to a greater reliance on borrowings, which were measured at 27.5% of assets for the Bank versus 13.0% of assets for the Peer Group (Peer Group figures reflect 0.2% of assets in the form of subordinated debt). Overall, the Bank’s reliance on interest-bearing liabilities was 84.7% of assets versus a comparable ratio of 89.1% for the Peer Group. The Bank enjoys this lower level of interest-bearing liabilities because of its stronger capital level.

A key measure of balance sheet strength for a savings institution is its IEA/IBL ratio. Presently, the Bank’s IEA/IBL ratio is higher and stronger than the Peer Group’s ratio, based on IEA/IBL ratios of 112.5% and 105.8%, respectively. The additional capital realized from stock

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.10

proceeds should serve to provide Wolverine with an IEA/IBL ratio that further exceeds the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities and will be primarily deployed into interest-earning assets.

The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. Wolverine’s and the Peer Group’s growth rates are based on annual growth rates for the twelve months ended June 30, 2010, respectively. Wolverine recorded asset growth of 0.7%, which slightly exceeded the Peer Group’s asset shrinkage of 0.2% although neither the Bank nor the Peer Group exhibited significant asset growth. Although Wolverine’s overall balance sheet did not experience significant growth, the components of total assets changed dramatically over the past twelve months as total loans declined at a rate of 6.9% and total cash and investments increased by 37.4%. The Peer Group exhibited similar trends in the key components of total assets, although the percentage changes were not as significant.

Asset growth for Wolverine was funded with a 6.1% increase in deposits, which also funded a 7.6% reduction in borrowings. Similarly, the Peer Group recorded deposit growth of 5.2%, part of which was used to fund a 21.0% decrease in borrowings. The Bank’s net worth decreased at an annualized rate of 7.2% during the period, which was mostly related to the establishment of loan loss reserves and one-time expenses. Comparatively, the Peer Group’s positive net worth growth of 0.9% was attributable to generally positive net income net of dividends being paid by most of the Peer Group companies. The Bank’s post-conversion capital growth rate will initially be constrained by maintenance of a higher pro forma capital position. Dividend payments and stock repurchases, which would be implemented pursuant to regulatory limitations and guidelines, could also potentially slow the Bank’s capital growth rate in the longer term following the stock offering.

Income and Expense Components

Table 3.3 displays statements of operations for the Bank and the Peer Group. The Bank’s and the Peer Group’s ratios are based on earnings for the twelve months ended June 30, 2010, unless otherwise indicated for the Peer Group companies. Wolverine and the Peer Group reported net income to average assets ratios of negative 1.36% and negative 0.09%, respectively. Wolverine’s trailing twelve month net income was less attractive in several key areas of the income statement. Specifically, Wolverine recorded a lower level of net interest income, greater loan loss provisions, and a lower level of non-interest operating income – all of which contributed to the Bank’s earnings disadvantage.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.11

Table 3.3

Income as Percent of Average Assets and Yields, Costs, Spreads

Comparable Institution Analysis

For the 12 Months Ended June 30, 2010

	Net Interest												Other Income								G&A/Other Exp.				Non-Op. Items				Yields, Costs, and Spreads
	Net Income		Income		Expense		Nil		Loss Provis. on IEA		Nil After Provis.		Loan Fees		R.E Oper.		Other Income		Total Other Income		G&A Expense		Goodwill Amort.		Net Gains		Extrao. Items		Yield On Assets		Cost Of Funds		Yld-Cost Spread		MEMO: Assets/ FTEEmp.		MEMO: Effe- ctive Tax Rate
Wolverine Bank
June 30, 2010	-1.36	%	5.03	%	2.53	%	2.50	%	1.67	%	0.83	%	0.00	%	0.00	%	0.13	%	0.13	%	2.21	%	0.00	%	-0.81	%	0.00	%	5.07	%	2.73	%	2.34	%	$	5,059	33.88	%
All Public Companies
Averages	-0.07	%	4.75	%	1.78	%	2.98	%	0.92	%	2.05	%	0.03	%	-0.06	%	0.77	%	0.73	%	2.76	%	0.06	%	0.04	%	0.01	%	5.08	%	2.04	%	3.04	%	$	5,927	31.84	%
Medians	0.27	%	4.82	%	1.75	%	3.02	%	0.52	%	2.36	%	0.00	%	-0.01	%	0.55	%	0.51	%	2.69	%	0.00	%	0.03	%	0.00	%	5.10	%	2.04	%	3.08	%	$	4,868	32.39	%
State of Ml
Averages	-3.03	%	4.57	%	2.32	%	2.25	%	2.68	%	-0.43	%	0.57	%	0.00	%	0.10	%	0.67	%	3.95	%	0.06	%	1.26	%	0.00	%	5.09	%	2.58	%	2.51	%	$	3,405	NM
Medians	-3.03	%	4.57	%	2.32	%	2.25	%	2.68	%	-0.43	%	0.57	%	0.00	%	0.10	%	0.67	%	3.95	%	0.06	%	1.26	%	0.00	%	5.09	%	2.58	%	2.51	%	$	3,405	NM
Comparable Group
Averages	-0.09	%	5.06	%	1.87	%	3.19	%	0.84	%	2.36	%	0.01	%	-0.04	%	0.74	%	0.71	%	2.86	%	0.19	%	0.07	%	0.00	%	5.36	%	2.10	%	3.26	%	$	3,969	20.17	%
Medians	0.46	%	5.05	%	1.90	%	3.28	%	0.68	%	2.58	%	0.00	%	-0.02	%	0.61	%	0.61	%	2.84	%	0.02	%	0.10	%	0.00	%	5.42	%	2.19	%	3.40	%	$	3,481	18.48	%
Comparable Group
CZWI   Citizens Community Bancorp Inc of Wl	0.13	%	5.76	%	2.16	%	3.60	%	0.69	%	2.92	%	0.06	%	0.00	%	0.31	%	0.38	%	2.80	%	0.06	%	-0.21	%	0.00	%	6.07	%	2.41	%	3.66	%	$	2,941	41.38	%
FFDF   FFD Financial Corp of Dover OH	0.48	%	5.28	%	2.00	%	3.29	%	0.20	%	3.09	%	0.00	%	-0.02	%	0.31	%	0.29	%	2.77	%	0.00	%	0.17	%	0.00	%	5.43	%	2.23	%	3.21	%		NM	32.49	%
FCAP   First Capital, Inc. of IN	0.52	%	4.91	%	1.54	%	3.37	%	0.61	%	2.76	%	0.00	%	0.00	%	0.66	%	0.66	%	2.90	%	0.02	%	0.11	%	0.00	%	5.24	%	1.73	%	3.51	%	$	3,343	15.02	%
FCLF   First Clover Leaf Financial Corp of IL	-1.48	%	4.52	%	1.91	%	2.60	%	0.95	%	1.65	%	0.00	%	-0.03	%	0.30	%	0.27	%	1.64	%	1.61	%	-0.05	%	0.00	%	4.78	%	2.23	%	2.56	%	$	7,483	2.31	%
FFNM   First Fed of Northern Michigan of Ml	-2.73	%	5.01	%	1.77	%	3.24	%	2.69	%	0.56	%	0.00	%	0.00	%	1.01	%	1.01	%	3.94	%	0.12	%	0.21	%	0.00	%	5.41	%	2.01	%	3.41	%	$	2,609	NM
FSFG   First Savings Financial Group of IN	0.51	%	5.09	%	1.35	%	3.74	%	0.42	%	3.32	%	0.00	%	-0.02	%	0.57	%	0.55	%	3.00	%	0.04	%	-0.04	%	0.00	%	5.43	%	1.57	%	3.86	%	$	3,481	18.48	%
LSBI   LSB Financial Corp of IN	0.18	%	5.19	%	2.27	%	2.92	%	0.82	%	2.10	%	0.00	%	-0.07	%	0.89	%	0.82	%	2.87	%	0.00	%	0.21	%	0.00	%	5.48	%	2.52	%	2.96	%	$	3,954	11.35	%
FFFD   North Central Bancshares of IA	0.44	%	5.17	%	1.89	%	3.29	%	0.90	%	2.39	%	0.00	%	-0.19	%	2.01	%	1.82	%	3.68	%	0.00	%	0.09	%	0.00	%	5.53	%	2.14	%	3.39	%	$	3,451	28.21	%
RIVR   River Valley Bancorp of IN	0.48	%	4.88	%	2.29	%	2.59	%	0.68	%	1.91	%	0.00	%	0.00	%	0.82	%	0.82	%	2.32	%	0.00	%	0.18	%	0.00	%	5.15	%	2.49	%	2.66	%	$	4,650	10.70	%
WAYN   Wayne Savings Bancshares of OH	0.58	%	4.83	%	1.53	%	3.30	%	0.41	%	2.88	%	0.00	%	-0.05	%	0.47	%	0.47	%	2.67	%	0.02	%	0.08	%	0.00	%	5.10	%	1.70	%	3.40	%	$	3,808	21.63	%

Source: SNL Financial, LC. and RP^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.12

Although interest income versus the peer group was comparable (5.03% of average assets versus 5.06% for the Peer Group), the Bank’s lower net interest margin was attributable primarily to a higher ratio of interest expense to average assets (2.53% of average assets versus 1.87% for the Peer Group). The Bank’s higher interest expense ratio was supported by a higher cost of funds (2.73% versus 2.10% for the Peer Group) which is attributable to Wolverine’s greater concentration of higher-cost borrowings. Overall, Wolverine and the Peer Group reported net interest income to average assets ratios of 2.50% and 3.19%, respectively.

In another key area of core earnings strength, the Bank maintained a lower level of operating expenses than the Bank (2.21% and 2.86% of average assets, respectively). The Bank’s lower operating expense ratio is reflective of the higher ratio of assets per full time equivalent employees ($5.1 million for the Bank compared to $4.0 million for the Peer Group). On a post-offering basis, the Bank’s operating expenses can be expected to increase due to addition of stock benefit plans and certain expenses that result from being a publicly-traded company. At the same time, Wolverine’s capacity to leverage operating expenses will be greater than the Peer Group’s leverage capacity following the increase in capital realized from the infusion of net stock proceeds. When viewed together, net interest income and operating expenses provide considerable insight into an institution’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. Expense coverage ratios (net interest income divided by operating expenses) posted by Wolverine and the Peer Group equaled 1.13x and 1.12x, respectively. In this regard, as measured by their expense coverage ratios, the Bank’s earnings strength was comparable to the Peer Group.

Sources of non-interest operating income provided a smaller contribution to the Bank’s earnings, and totaled 0.13% of average assets compared to 0.71% for the Peer Group. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, Wolverine’s efficiency ratio of (operating expenses divided by the sum of non-interest operating income and net interest income) of 83.8% was less favorable than the Peer Group’s ratio of 73.3%.

Loan loss provisions had a larger impact on the Bank’s earnings, with loan loss provisions established by the Bank and the Peer Group equaling 1.67% and 0.84% of average assets, respectively. The relatively high level of loan provisions established by the Bank was a primary cause of the net loss recorded for the twelve month period. Provisions for loan losses are not projected to recur at recent historical levels for Wolverine. Similarly, non-operating

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.13

losses had a larger impact on the Bank’s earnings, as measured at negative 0.81% and positive 0.07% of average assets, respectively. Non-operating losses for the Bank included termination of the pension plan and fraud related expenses. Typically, gains and losses generated from the sale of assets and one-time items are viewed as earnings with a relatively high degree of volatility and are not considered to be part of an institution’s core operations. Extraordinary items were not a factor in either the Bank’s or the Peer Group’s earnings.

Taxes had a larger impact on the Bank’s earnings, as the Bank and the Peer Group posted effective tax rates of 33.9% and 20.2%, respectively. As indicated in the prospectus, the Bank’s effective marginal tax rate is equal to 34.0%.

Loan Composition

Table 3.4 presents data related to the Bank’s and the Peer Group’s loan portfolio compositions. The Bank’s loan portfolio composition reflected a lower concentration of 1-4 family permanent mortgage loans and MBS than the Peer Group (27.1% of assets versus 43.6% of assets for the Peer Group). The primary area of loan diversification for both the Bank and the Peer Group was commercial real estate and multi-family lending, with the Bank deploying 43.6% of total assets into non-residential mortgages versus 24.0% for the Peer Group. Other areas of diversification for the Bank and the Peer Group were comparable, with construction and land loans comprising 3.4% and 3.8% of assets, respectively, for Wolverine and the Peer Group; commercial business loans comprising 3.4% and 5.1%, respectively, for the Bank and the Peer Group; and consumer loans (including home equity loans) comprising 3.7% and 5.5% of assets, respectively, for Wolverine and the Peer Group.

Overall, Wolverine maintained a greater level of diversification away from residential lending, which translated into a slightly higher risk weighted assets-to-assets ratio compared to the Peer Group’s ratio (71.2% versus 68.2% for the Peer Group).

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.14

Table 3.4

Loan Portfolio Composition and Related Information

Comparable Institution Analysis

As of June 30, 2010

		Portfolio Composition as a Percent of Assets
Institution		MBS		1-4 Family		Constr. & Land		5+Unit Comm RE		Commerc. Business		Consumer		RWA/ Assets		Serviced For Others		Servicing Assets
		(%)		(%)		(%)		(%)		(%)		(%)		(%)		($000)		($000)
Wolverine Bank		0.00	%	27.07	%	3.45	%	43.62	%	3.41	%	3.67	%	71.17	%	$	0	$	0
All Public Companies
Averages		11.90	%	34.59	%	4.72	%	22.08	%	4.62	%	2.19	%	64.90	%	$	634,120	$	5,337
Medians		10.03	%	34.74	%	3.29	%	20.70	%	3.52	%	0.50	%	64.11	%	$	45,125	$	202
State of Ml
Averages		6.30	%	44.01	%	3.53	%	15.54	%	4.43	%	0.84	%	62.90	%	$	25,263,615	$	237,808
Medians		6.30	%	44.01	%	3.53	%	15.54	%	4.43	%	0.84	%	62.90	%	$	25,263,615	$	237,808
Comparable Group
Averages		6.91	%	36.67	%	3.77	%	24.00	%	5.14	%	5.53	%	68.18	%	$	68,375	$	478
Medians		6.59	%	35.98	%	4.52	%	24.73	%	4.86	%	2.03	%	69.75	%	$	81,855	$	583
Comparable Group
CZWI	Citizens Community Bancorp Inc of Wl	7.86	%	44.53	%	0.00	%	0.03	%	0.00	%	34.70	%	92.85	%	$	0	$	0
FFDF	FFD Financial Corp of Dover OH	0.14	%	34.50	%	0.80	%	43.10	%	9.74	%	3.05	%	81.25	%	$	94,080	$	655
FCAP	First Capital, Inc. of IN	5.90	%	37.48	%	4.24	%	14.87	%	5.76	%	5.46	%	63.48	%	$	280	$	0
FCLF	First Clover Leaf Financial Corp of L	2.11	%	25.03	%	6.13	%	27.34	%	9.02	%	1.01	%	72.05	%	$	72,480	$	696
FFNM	First Fed of Northern Michigan of Ml	8.80	%	39.76	%	5.15	%	23.73	%	3.91	%	1.01	%	67.77	%	$	142,020	$	802
FSFG	First Savings Financial Group of IN	8.21	%	42.04	%	4.80	%	15.71	%	5.38	%	4.50	%	28.24	%	$	540	$	0
LSBI	LSB Financial Corp of IN	0.85	%	33.65	%	7.07	%	42.19	%	4.35	%	0.38	%	77.92	%	$	125,750	$	1,133
FFFD	North Central Banes hares of IA	2.84	%	44.87	%	1.94	%	30.18	%	0.46	%	3.71	%	68.99	%	$	125,440	$	704
RIVR	River Valley Bancorp of IN	7.28	%	30.92	%	7.23	%	25.72	%	4.24	%	1.00	%	70.51	%	$	91,230	$	511
WAYN	Wayne Savings Bancshares of OH	25.10	%	33.93	%	0.31	%	17.16	%	8.50	%	0.50	%	58.71	%	$	31,930	$	281

Source: SNL Financial LC. and RF^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.15

Credit Risk

As shown in Table 3.5, the Bank’s ratios of NPAs to assets and NPLs to loans equaled 3.80% and 4.25%, respectively, significantly higher than the Peer Group’s measures of 2.56% and 2.80%. Offsetting this disadvantage, the Bank’s ratio of loss reserves to NPLs of 95.1% exceeded the Peer Group’s comparable loss coverage ratio of 54.1% and loss reserves maintained as percent of net loans receivable equaled 4.04% for the Bank, versus 1.36% for the Peer Group. Over the trailing twelve month period, the Bank realized a net recovery of charge-offs equal to 0.14% of loans as compared to net charge-offs of 0.65% for the Peer Group.

Interest Rate Risk

Table 3.6 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet composition, Wolverine’s interest rate risk characteristics were considered to be slightly more favorable relative to the comparable measures for the Peer Group. Most notably, the Bank’s tangible equity-to-assets ratio and IEA/IBL ratio were higher than the comparable Peer Group ratios, and the Bank’s level of non-interest earning assets was higher than the Peer Group’s ratio. On a pro forma basis, the infusion of stock proceeds should serve to increase the Bank’s comparative advantages over the Peer Group’s balance sheet interest rate risk characteristics, with respect to the increases that will be realized in Company’s equity-to-assets and IEA/IBL ratios.

To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Wolverine and the Peer Group. In general, the more significant fluctuations in the Bank’s ratios implied that the interest rate risk associated with the Bank’s net interest income was comparable to the Peer Group, on average, based on the interest rate environment that prevailed during the period covered in Table 3.6. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as interest rate sensitive liabilities will be funding a lower portion of Wolverine’s assets and the proceeds will be substantially deployed into interest-earning assets.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.16

Table 3.5

Credit Risk Measures and Related Information

Comparable Institution Analysis

As of June 30, 2010 or Most Recent Date Available

Institution		REO/ Assets		NPAS& 90+Del/ Assets		NPLs/ Loans		Rsrves/ Loans		Rsrves/ NPLs		Rsrves/ NPAs & 90+Del		Net Loan Chargoffs			NLCs/ Loans
		(%)		(%)		(%)		(%)		(%)		(%)		($000)			(%)
Wolverine Bank		0.33	%	3.80	%	4.25	%	4.04	%	95.11	%	86.86	%	$	(362	)	-0.15	%
All Public Companies
Averages		0.47	%	3.69	%	4.36	%	1.59	%	66.53	%	51.04	%	$	1,556		0.66	%
Medians		0.19	%	2.63	%	3.26	%	1.35	%	45.44	%	39.86	%	$	573		0.25	%
State of Ml
Averages		1.38	%	NA		16.02	%	3.81	%	35.90	%	NA		$	957		2.25	%
Medians		1.38	%	NA		16.02	%	3.81	%	35.90	%	NA		$	957		2.25	%
Comparable Group
Averages		0.38	%	2.56	%	2.80	%	1.36	%	54.06	%	45.38	%	$	709		0.65	%
Medians		0.31	%	1.80	%	2.57	%	1.24	%	52.78	%	40.91	%	$	385		0.41	%
Comparable Group
CZWI	Citizens Community Bancorp Inc of Wl	0.02	%	1.79	%	2.01	%	0.75	%	37.42	%	33.34	%	$	775		0.69	%
FFDF	FFD Financial Corp of Dover OH	0.00	%	1.12	%	1.25	%	1.09	%	86.72	%	86.72	%	$	176		0.39	%
FCAP	First Capital, Inc. of IN	0.19	%	1.55	%	1.91	%	1.26	%	66.33	%	55.75	%	$	1,511		1.93	%
FCLF	First Clover Leaf Financial Corp of L	0.35	%	2.99	%	3.48	%	1.54	%	44.28	%	36.06	%	$	367		0.35	%
FFNM	First Fed of Northern Michigan of Ml	1.32	%	4.40	%	4.18	%	1.87	%	44.66	%	31.29	%	$	957		2.25	%
FSFG	First Savings Financial Group of IN	0.28	%	1.65	%	1.96	%	1.21	%	60.90	%	52.53	%	$	391		0.44	%
LSBI	LSB Financial Corp of IN	0.48	%	5.09	%	4.67	%	1.26	%	27.07	%	21.76	%	$	50		0.06	%
FFFD	North Central Bancshares of IA	0.56	%	3.55	%	3.73	%	2.48	%	66.53	%	56.02	%	$	378		0.42	%
RIVR	River Valley Bancorp of IN	0.00	%	1.81	%	3.12	%	0.93	%	34.77	%	34.52	%	$	2,473		0.00	%
WAYN	Wayne Savings Bancshares of OH	0.59	%	1.61	%	1.70	%	1.22	%	71.93	%	45.76	%	$	7		0.01	%

Source: SNL Financial LC. and RF^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.17

Table 3.6

Interest Rate Risk Measures and Net Interest Income Volatility

Comparable Institution Analysis

As of June 30, 2010 or Most Recent Date Available

		Balance Sheet Measures						Quarterly Change in Net Interest Income
Institution		Tang. Equity/ Assets		IEA/ IBL		Non-Earn. Assets/ Assets		6/30/2010	3/31/2010	12/31/2009	9/30/2009	6/30/2009	3/31/2009
		(%)		(%)		(%)		(change in net interest income is annualized i in basis points )
Wolverine Bank		13.5	%	112.5	%	4.7	%	-1	-11	-14	-6	0	-5
All Public Companies		10.9	%	107.8	%	6.4	%	1	5	6	8	0	-1
State of Ml		8.9	%	100.2	%	12.1	%	15	3	-2	-7	7	16
Comparable Group
Averages		9.4	%	105.8	%	5.7	%	5	14	4	11	7	2
Medians		9.2	%	105.4	%	5.8	%	8	13	6	10	13	5
Comparable Group
CZWI	Citizens Community Bancorp Inc of Wl	8.7	%	106.0	%	5.1	%	8	26	18	6	23	8
FFDF	FFD Financial Corp of Dover OH	9.1	%	107.8	%	3.0	%	NA	31	-3	1	0	-30
FCAP	First Capital, Inc. of IN	9.3	%	105.0	%	6.3	%	15	37	-20	8	-6	0
FCLF	First Clover Leaf Financial Corp of IL	10.9	%	109.1	%	5.7	%	NA	11	7	20	-14	14
FFNM	First Fed of Northern Michigan of Ml	10.1	%	104.9	%	7.1	%	15	31	-14	9	16	16
FSFG	First Savings Financial Group of IN	9.2	%	105.5	%	6.5	%	NA	2	NA	NA	20	13
LSBI	LSB Financial Corp of IN	9.2	%	104.7	%	5.8	%	NA	14	21	15	15	-10
FFFD	North Central Banes hares of IA	10.8	%	105.4	%	6.9	%	-11	-3	6	21	22	7
RIVR	River Valley Bancorp of IN	7.9	%	103.9	%	5.2	%	NA	11	6	10	-14	-4
WAYN	Wayne Savings Bancshares of OH	8.8	%	105.4	%	5.5	%	-2	-19	11	10	11	2

NA=Change is greater than 100 basis points during the quarter.

Source: SNL Financial LC. and RP⁹ Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.18

Summary

Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, loan composition and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.1

IV. VALUATION ANALYSIS

Introduction

This chapter presents the valuation analysis and methodology, prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Bank’s conversion transaction.

Appraisal Guidelines

The OTS written appraisal guidelines specify the market value methodology for estimating the pro forma market value of an institution pursuant to a mutual-to-stock conversion. Pursuant to this methodology: (1) a peer group of comparable publicly-traded institutions is selected; (2) a financial and operational comparison of the subject company to the peer group is conducted to discern key differences; and (3) a valuation analysis in which the pro forma market value of the subject company is determined based on the market pricing of the peer group as of the date of valuation, incorporating valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered.

RP Financial Approach to the Valuation

The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed stock conversions, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.

The pro forma market value determined herein is a preliminary value for the Bank’s to-be-issued stock. Throughout the conversion process, RP Financial will: (1) review changes in Wolverine’s operations and financial condition; (2) monitor Wolverine’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic

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conditions, interest rates, and the stock market environment, including the market for thrift stocks; and (4) monitor pending conversion offerings (including those in the offering phase), both regionally and nationally. If material changes should occur during the conversion process, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.

The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Wolverine’s value, or Wolverine’s value alone. To the extent a change in factors impacting the Bank’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into the analysis.

Valuation Analysis

A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Bank relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Bank coming to market at this time.

1. Financial Condition

The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Bank’s and the Peer Group’s financial strengths are noted as follows:

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• Overall A/L Composition. In comparison to the Peer Group, the Bank’s interest-earning asset composition showed a comparable concentration of loans and investments as percents of total assets. The Bank reflected more diversification into higher risk and higher yielding types of loans. Overall, in comparison to the Peer Group, the Bank’s interest-earning asset composition provided for a lower yield earned on interest-earning assets (due to the extremely short-term and low yield nature of cash and investments) and a slightly higher risk weighted assets-to-assets ratio. Wolverine’s funding composition reflected a lower level of deposits and a higher level of borrowings than the Peer Group averages, which translated into a higher cost of funds for the Bank. Overall, as a result of the Bank’s higher capital level, the Bank enjoyed a higher IEA/IBL ratio than the Peer Group. After factoring in the impact of the net stock proceeds, the Bank’s IEA/IBL ratio should further exceed the Peer Group’s ratio. On balance, RP Financial concluded that no adjustment was warranted for this factor.

• Credit Quality. The Bank’s ratios for non-performing assets and non-performing loans were less favorable than the Peer Group ratios. However, loss reserves as a percent of non-performing loans and as a percent of loans were higher for the Bank. Net loan charge-offs reflected a net recovery for the Bank as compared to net charge-offs for the Peer Group. As noted above, the Bank’s risk weighted assets-to-assets ratio was slightly higher than the Peer Group’s ratio. Overall, RP Financial concluded that credit quality was a neutral factor in our adjustment for financial condition, with the disadvantage in non-performing assets and non-performing loans offset by the Bank’s advantage in reserve levels.

• Balance Sheet Liquidity. The Bank operated with a slightly lower level of cash and investment securities relative to the Peer Group (18.4% of assets versus 20.1% for the Peer Group). Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into investments. The Bank’s future borrowing capacity was considered to be less than the Peer Group, given the lower level of borrowings currently funding the Peer Group’s assets. Overall, RP Financial concluded that balance sheet liquidity warranted no adjustment.

• Funding Liabilities. The Bank’s interest-bearing funding composition reflected a lower concentration of deposits and a higher concentration of borrowings relative to the comparable Peer Group ratios, which translated into a higher cost of funds for the Bank. Total interest-bearing liabilities as a percent of assets were slightly lower for the Bank compared to the Peer Group’s ratio, which was attributable to Wolverine’s higher capital position. Following the stock offering, the increase in the Bank’s capital position will reduce the level of interest-bearing liabilities funding the Bank’s assets. Overall, RP Financial concluded that funding liabilities were a slightly negative factor in our adjustment for financial condition.

• Capital. The Bank currently operates with a higher tangible equity-to-assets ratio than the Peer Group. Following the stock offering, Wolverine’s pro forma capital position will further exceed the Peer Group’s equity-to-assets ratio. The increase in the Bank’s pro forma capital position will result in greater leverage potential and further reduce the level of interest-bearing liabilities utilized to fund assets. At the same time, the Bank’s more significant capital surplus will likely result in a substantially lower ROE. On balance, RP Financial concluded that capital strength was a slightly positive factor in our adjustment for financial condition.

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On balance, Wolverine’s balance sheet strength was considered to be comparable to the Peer Group and, thus, no adjustment was applied for the Bank’s financial condition.

2. Profitability, Growth and Viability of Earnings

Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.

• Reported Earnings. The Bank’s reported net loss was significantly larger than the Peer Group on an ROAA basis (negative 1.36% of average assets versus negative 0.09% average and 0.46% median for the Peer Group). The Bank recorded less favorable ratios for net interest income, provisions for losses, non-interest income and net non-operating income. Offsetting these negatives somewhat is the Bank’s lower operating expense ratio. Reinvestment of stock proceeds into interest-earning assets will support an increase in net interest income, although reinvestment earnings will be partly offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans. Overall, the Bank’s pro forma reported earnings continued to be lower than the Peer Group, and, thus, RP Financial concluded that a moderate downward adjustment was appropriate for the Bank’s reported earnings in our adjustment for profitability, growth and viability of earnings.

• Core Earnings. Net interest income, operating expenses, non-interest operating income and loan loss provisions were reviewed in assessing the relative strengths and weaknesses of the Bank’s and the Peer Group’s core earnings. In these measures, the Bank operated with a lower net interest margin, a lower operating expense ratio and a lower higher of non-interest operating income. The Bank’s lower net interest income ratio was largely offset by the lower operating expense ratio, which translated into a comparable expense coverage ratio (1.13x and 1.12x, respectively). Considering non-interest income as well, the Bank’s efficiency ratio was less favorable than the Peer Group (83.8% versus 73.3%, respectively). Loan loss provisions had a more significant impact on the Bank’s earnings. Overall, the less favorable efficiency ratio coupled with volatility in the loan loss provisions indicate that the Bank’s pro forma core earnings are slightly less favorable when compared to the Peer Group’s core earnings. Therefore, RP Financial concluded that a slight downward adjustment was warranted for the Bank’s core earnings in our adjustment for profitability, growth and viability of earnings.

• Interest Rate Risk. Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated a similar degree of volatility was associated with the Bank’s net interest margin. Other measures of interest rate risk, such as tangible capital and IEA/IBL ratios and the level of non-interest earning assets were more favorable for the Bank. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/IBL ratios that will further exceed the Peer Group ratios, as well as enhance the stability of the Bank’s net interest margin through the reinvestment of stock proceeds into

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interest-earning assets. On balance, RP Financial concluded that interest rate risk was a modestly positive factor in our adjustment for profitability, growth and viability of earnings.

• Credit Risk. Loan loss provisions were a larger factor in the Peer Group’s earnings. In terms of future exposure to credit quality related losses, the Bank maintained a higher concentration of assets in high risk-weight loans. Credit quality measures for NPAs and NPLs were less favorable than the Peer Group. And loss reserves as a percent of NPLs and loans were more favorable for the Bank. Overall, RP Financial concluded that credit risk was a neutral factor in our adjustment for profitability, growth and viability of earnings.

• Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the Bank maintained a lower yield-cost spread than the Peer Group, which would tend to support a lower net interest margin going forward for the Bank. Second, the infusion of stock proceeds will provide the Bank with more significant growth potential through leverage than currently maintained by the Peer Group. Overall, earnings growth potential was considered to be a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

• Return on Equity. Currently, the Bank’s core ROE is lower than the Peer Group ROE. Accordingly, as the result of the significant increase in capital that will be realized from the infusion of net stock proceeds into the Bank’s equity, the Bank’s pro forma return on equity on a core earnings basis will continue to be less than the Peer Group return on equity ratio. Accordingly, this was a negative factor in the adjustment for profitability, growth and viability of earnings.

On balance, Wolverine’s pro forma earnings strength was considered to be less favorable than the Peer Group and, thus, a moderate downward adjustment was applied for profitability, growth and viability of earnings.

3. Asset Growth

The Bank’s asset growth rate was comparable to the Peer Group’s growth rate during the period covered in our comparative analysis (0.71% growth through June 30, 2010 versus 0.15% shrinkage for the Peer Group). Asset growth for the Bank and the Peer Group consisted of lower yielding cash and cash equivalents, which growth was generally offset by shrinkage in loans receivable. The Bank recorded higher growth in cash and investments and a larger reduction in total loans than the Peer Group. Similarly, both the Bank and the Peer Group reported growth in deposits and reductions in total borrowings. On a pro forma basis, the Bank’s tangible equity-to-assets ratio will exceed the Peer Group’s tangible equity-to-assets ratio, indicating greater leverage capacity for the Bank, although most of the growth is projected to occur in lower yielding cash and investments until market conditions improve enough to stimulate demand for the types of high quality loans that the Bank is accustomed to originating. On balance, no adjustment was applied for asset growth.

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4. Primary Market Area

The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. Wolverine serves customers in communities located in central Michigan. These areas are shrinking in population and households and have experienced diminishing lending opportunities. On a local basis, the Bank competes against significantly two significantly larger institutions, one of which is a credit union with a captive customer base. On a regional basis, the Bank competes with larger institutions that provide a large array of services and have significantly larger branch networks than maintained by Wolverine, and other financial institutions that are focused on the local communities in which they operate.

The Peer Group companies generally operate in suburban and rural markets with more favorable demographic trends (Exhibit III-4 displays market area demographics for the Peer Group) including positive growth in population, higher deposit market shares, and lower unemployment rates. Combined with the negative regional economy centered around the Michigan economy, these factors caused us to conclude that a moderate downward adjustment was appropriate for the Bank’s market area.

5. Dividends

Seven out of the ten of the Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.27% to 5.60%. The average dividend yield on the stocks of the Peer Group institutions equaled 2.80% as of August 13, 2010. As of August 13, 2010, approximately 64% of all fully-converted publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1) exhibiting an average yield of 3.23%. The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

At this time the Bank has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic

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	IV.7

conditions. While the Bank has not established a definitive dividend policy prior to converting, the Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization. On balance, we concluded that no adjustment was warranted for this factor.

6. Liquidity of the Shares

The Peer Group is by definition composed of companies that are traded in the public markets. All ten of the Peer Group members trade on the NASDAQ. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies ranged from $7.8 million to $43.7 million as of August 13, 2010, with average and median market values of $24.3 million and $21.8 million, respectively. The shares issued and outstanding to the public shareholders of the Peer Group members ranged from 1.0 million to 8.0 million, with average and median shares outstanding of 3.0 million and 2.6 million, respectively. The Bank’s stock offering is expected to have a pro forma market value and shares outstanding that will be within the range of the Peer Group’s averages and medians. Like all ten Peer Group companies, the Bank’s stock will be quoted on the NASDAQ following the stock offering. Overall, we anticipate that the Bank’s public stock will have a comparable trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.

7. Marketing of the Issue

We believe that three separate markets exist for thrift stocks, including those coming to market such as Wolverine: (1) the after-market for public companies, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis without the benefit of prior operations as a fully-converted publicly-held company and stock trading history; and (3) the acquisition market for thrift franchises in Michigan. All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.

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A. The Public Market

The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.

In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed in recent quarters. Stocks started the fourth quarter of 2009 with a sell-off, as investors reacted negatively to economic data showing a slow down in manufacturing activity from August to September and more job losses than expected for September. Energy and material stocks led a stock market rally heading into mid-October, as stock markets rallied around the world. Good earnings reports from J.P. Morgan Chase and Intel pushed the Dow Jones industrial Average (“DJIA”) above a 10000 close in mid-October. Mixed economic data and concerns of the sustainability of the recovery following the removal of the federal stimulus programs provided for volatile trading at the close of October. Stocks moved higher in early-November, with the DJIA topping 10000 again on renewed optimism about the economy aided by a report that manufacturing activity rose around the world in October. Expectations that interest rates and inflation would remain low, following a weaker than expected employment report for October, sustained the rally heading into mid-November. The DJIA hit new highs for the year in mid-November, as investors focused on upbeat earnings from major retailers, signs of economic growth in Asia and the Federal Reserve’s commitment to low interest rates. Stocks traded unevenly through the second half of November, reflecting investor uncertainty over the strength of the economic recovery and Dubai debt worries. Easing fears about the Dubai debt crisis, along with a favorable employment report for November, served to bolster stocks at the end of November and into early-December. Mixed economic data, including a better-than-expected increase in November retail sales and November wholesale inflation rising more than expected, sustained a narrow trading range for the broader stock market heading into mid-December. Worries about the state of European economies and the dollar’s surge upended stocks in mid-December. Helped by some positive economic data and acquisition deals in mining and health care, the DJIA posted gains for six consecutive sessions in late-December. Overall, the DJIA closed up 18.8% for 2009, which was 26.4% below its all time high.

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Stocks started 2010 in positive territory on mounting evidence of a global manufacturing rebound, while mixed earnings reports provided for an up and down market in mid-January. The DJIA moved into negative territory for the year heading in into late-January, with financial stocks leading the market lower as the White House proposed new limits on the size and activities of big banks. Technology stocks led the broader market lower at the close of January, as disappointing economic reports dampened growth prospects for 2010. Concerns about the global economy and European default worries pressured stocks lower in early-February, as the DJIA closed below 10000 for the first time in three months. Upbeat corporate earnings and some favorable economic news out of Europe and China held stocks to rebound in mid-February. The positive trend in the broader stock market continued into the second half of February, as investors seized on mild inflation data and more signs that the U.S. economy was recovering. Weak economic data pulled stocks lower at the end of February, although the 2.6% increase in the DJIA for the month of February was its strongest showing since November.

The DJIA moved back into positive territory for 2010 in early-March, as the broader market rallied on a better-than-expected employment report for February. Stocks trended higher through mid-March, with the DJIA closing up for eight consecutive trading sessions. Factors contributing to the eight day winning streak included bullish comments by Citigroup, expectations of continued low borrowing costs following the Federal Reserve’s mid-March meeting that concluded with keeping its target rate near zero and a brightening manufacturing outlook. Following a one day pull back, the positive trend in the broader market continued heading into late-March. Gains in the health-care sector following the passage of health-care legislation, better-than-expected existing home sales in February, first time jobless claims falling more than expected and solid earnings posted by Best Buy all contributed to the positive trend in stocks. The DJIA moved to a 19-month high approaching the end of the first quarter, as oil stocks led the market higher in response to new evidence of global economic strength. Overall, the DJIA completed its best first quarter since 1999, with a 4.1% increase for the quarter.

More signs of the economy gaining strength sustained the positive trend in the broader stock market at the start of the second quarter of 2010. The DJIA closed above 11000 heading into mid-April, based on growing optimism about corporate earnings and a recovering

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economy. Fraud charges against Goldman Sachs halted a six day rally in the market in mid-April, as financial stocks led a one day sell-off in the broader market. The broader stock market generally sustained a positive trend during the second half of April, with encouraging first quarter earnings reports and favorable economic data supporting the gains. Financial stocks pulled the broader stock market lower at the end of April on news of a criminal investigation of Goldman Sachs. The sell-off in the stock market sharpened during the first week of May, largely on the basis of heightened concerns about possible ripple effects stemming from Greece’s credit crisis. Stocks surged after European Union leaders agreed to a massive bailout to prevent Greece’s financial troubles from spreading throughout the region, but then reversed course heading into the second half of May on continued worries about the fallout from Europe’s credit crisis and an unexpected increase in U.S. jobless claims. China’s promise not to unload its European debt sparked a one-day rally in late-May, which was followed by a lower close for the DJIA on the last trading day of May as a downgrade of Spain’s credit rekindled investors’ fears about Europe’s economy. Overall, it was the worst May for the DJIA since 1940. Volatility in the broader stock market continued to prevail in early-June. A rebound in energy shares provided for the third biggest daily gain in the DJIA for 2010, which was followed by a one day decline of over 300 points in the DJIA as weaker than expected employment numbers for May sent the DJIA to a close below 10000. The DJIA rallied back over 10000 in mid-June, as stocks were boosted by upbeat comments from the European Central Bank, a rebound in energy stocks, tame inflation data and some regained confidence in the global economic recovery. Weak housing data for May and persistent worries about the global economy pulled stocks lower in late-June. The DJIA closed out the second quarter of 2010 at a new low for the year, reflecting a decline of 10% for the second quarter.

A disappointing employment report for June 2010 extended the selling during the first week of July. Following seven consecutive days of closing lower, the DJIA posted a gain as bargain hunters entered the market. Some strong earnings reports at the start of second quarter earnings season and upbeat data on jobs supported a seven day winning streak in the broader stock market and pushed the DJIA through the 10000 mark going into mid-July. Renewed concerns about the economy snapped the seven day winning streak in the DJIA, although losses in the broader stock market were pared on news that Goldman Sachs reached a settlement with the SEC. Stocks slumped heading into the second half of July, as Bank of America and Citigroup reported disappointing second quarter earnings and an early-July consumer confidence report showed that consumers were becoming more pessimistic.

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Favorable second quarter earnings supported a rally in the broader stock market in late-July, with the DJIA moving back into positive territory for the year. Overall, the DJIA was up 7.1% for the month of July, which was its strongest performance in a year.

Better-than-expected economic data helped to sustain the stock market rally at the beginning of August 2010. On August 13, 2010, the DJIA closed at 10303.15, an increase of 10.5% from one year ago and a decrease of 1.2% year-to-date, and the NASDAQ closed at 2173.48, an increase of 9.5% from one year ago and a decrease of 4.2% year-to-date. The Standard & Poor’s 500 Index closed at 1079.25 on August 13, 2010, an increase of 7.5% from one year ago and a decrease of 3.2% year-to-date.

The market for thrift stocks has been somewhat uneven in recent quarters, but in general has underperformed the broader stock market. Some disappointing economic data pushed thrift stocks along with the broader market lower at the beginning of fourth quarter of 2009. Thrift stocks rebounded modestly through mid-October, aided by a rally in the broader stock market and a strong earnings report from J.P. Morgan Chase. Concerns of more loan losses and a disappointing report on September new home sales provided for a modest retreat in thrift prices in late-October. After bouncing higher on a better-than-expected report for third quarter GDP growth, financial stocks led the broader market lower at the end of October in the face of a negative report on consumer spending. In contrast to the broader market, thrift stocks edged lower following the Federal Reserve’s early-November statement that it would leave the federal funds rate unchanged. Thrift stocks rebounded along with the broader market going into mid-November, following some positive reports on the economy and comments from the Federal Reserve that interest rates would remain low amid concerns that unemployment and troubles in commercial real estate would weigh on the economic recovery. Fresh economic data that underscored expectations for a slow economic recovery and Dubai debt worries pushed thrift stocks lower during the second half of November. Financial stocks led a broader market rebound at the close of November and into early-December, which was supported by a favorable report for home sales in October and expectations that the Dubai debt crisis would have a limited impact on U.S. banks. The favorable employment report for November added to gains in the thrift sector in early-December. Financial stocks edged higher in mid-December on news that Citigroup was repaying TARP funds, which was followed by a pullback following a report that wholesale inflation rose more than expected in November and mid-December unemployment claims were higher than expected. More attractive valuations supported a snap-back rally in thrift stocks heading into late-December, which was followed by a narrow trading

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range for the thrift sector through year end. Overall, the SNL Index for all publicly-traded thrifts was down 10.2% in 2009, which reflects significant declines in the trading prices of several large publicly-traded thrifts during 2009 pursuant to reporting significant losses due to deterioration in credit quality.

Thrift stocks traded in a narrow range during the first few weeks of 2010, as investors awaited fourth quarter earnings reports that would provide further insight on credit quality trends. An unexpected jump in jobless claims and proposed restrictions by the White House on large banks depressed financial stocks in general heading into late-January. Amid mixed earnings reports, thrift stocks traded in a narrow range for the balance of January. Financial stocks led the broader market lower in early-February and then rebounded along with the broader market in mid-February on some positive economic data including signs that prices were rising in some large metropolitan areas. Mild inflation readings for wholesale and consumer prices in January sustained the upward trend in thrift stocks heading into the second half of February. Comments by the Federal Reserve Chairman that short-term interest rates were likely to remain low for at least several months helped thrift stocks to ease higher in late-February.

The thrift sector moved higher along with the broader stock market in-early March 2010, aided by the better-than-expected employment report for February. Financial stocks propelled the market higher heading into mid-March on optimism that Citigroup would be able to repay the U.S. Government after a successful offering of trust preferred securities. The Federal Reserve’s recommitment to leaving its target rate unchanged “for an extended period” sustained the positive trend in thrift stocks through mid-March. Thrift stocks bounced higher along with the broader stock market heading into late-March, which was followed by a slight pullback as debt worries sent the yields on Treasury notes higher.

An improving outlook for financial stocks in general, along with positive reports for housing, employment and retail sales, boosted thrift stocks at the start of the second quarter of 2010. A nominal increase in March consumer prices and a strong first quarter earnings report from JP Morgan Chase & Co. supported a broad rally in bank and thrift stocks heading into mid-April, which was followed by a pullback on news that the SEC charged Goldman Sachs with fraud. Thrift stocks generally underperformed the broader stock market during the second half of April, as financial stocks in general were hurt by uncertainty about the progress of financial reform legislation, Greece’s debt crisis and news of a criminal investigation of Goldman

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	IV.13

Sachs. Thrift stocks retreated along the broader stock market in the first week of May, based on fears that the growing debt crisis in Europe could hurt the economic recovery. Likewise, thrift stocks surged higher along with the broader stock market after European Union officials announced a massive bailout plan to avert a public-debt crisis and then retreated heading into the second half of May on lingering concerns about the euro. News of rising mortgage delinquencies in the first quarter of 2010, an expected slowdown in new home construction and uncertainty over financial reform legislation further contributed to lower trading prices for thrift stocks. Thrift stocks participated in the one-day broader market rally in late-May and then declined along with the broader stock market at the close of May. Some positive economic reports provided a boost to thrift stocks at the start of June, which was followed a sharp decline in the sector on the disappointing employment report for May. Gains in the broader stock market provided a boost to thrift stocks as well heading in mid-June. Weaker-than-expected housing data for May and uncertainty surrounding the final stages of the financial reform legislation pressured thrift stocks lower in late-June.

Thrift stocks declined along with the broader stock market at the start of the third quarter of 2010, as home sales in May declined sharply following the expiration of a special tax credit for home buyers. A report showing that home loan delinquencies increased in May further depressed thrift stocks, while the broader market moved higher on more attractive valuations. Financial stocks helped to lead the stock market higher through mid-July, as State Street projected a second quarter profit well above analysts’ forecasts which fueled a more optimistic outlook for second quarter earnings reports for the financial sector. Thrift stocks retreated along with the financial sector in general in mid-July on disappointing retail sales data for June and second quarter earnings results for Bank of America and Citigroup reflecting an unexpected drop in their revenues. Some favorable second quarter earnings reports which reflected improving credit measures helped to lift the thrift sector in late-July and at the beginning of August. On August 13, 2010, the SNL Index for all publicly-traded thrifts closed at 535.6, a decrease of 7.0% from one year ago and a decrease of 8.8% year-to-date.

B. The New Issue Market

In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically:

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(1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio may reflect a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.

The marketing for converting thrift issues has experienced mixed results to date in 2010. The number of completed standard conversions has tapered off to three transactions since January 2010 (see Table 4.1). Aftermarket trading prices of recent conversions as of August 13, 2010 indicated a low average increase of 3.4% over the initial offering prices of $10.00, indicating that conversion pricing reflects significant investor uncertainty over stock market trends, credit quality trends, economic trends and financial reform legislation. The after-market pricing for new conversions is an important consideration in the valuations of converting thrifts. Table 4.1 also displays the pricing ratio discounts of recent conversions relative to the pricing ratios of their peer groups, based on the midpoint of the valuation range for the converting institutions. On average, the seven standard conversions to date in 2010 were discounted by 30.9% relative to the average P/TB ratios of their Peer Groups, and were at a premium of 8.8% to the average P/E multiples of their Peer Groups. These discounts, in addition to taking into account the various adjustments for financial condition, earnings and other valuation factors, also reflect the difficulty of marketing conversion stock in light of market uncertainty of the offering and the lack of any trading history in the stock being issued. Based on the current average trading price of these institutions, the discounts applied to the valuations for recent conversions have appropriately reflected market expectations.

C. The Acquisition Market

Also considered in the valuation was the potential impact of recently completed and pending acquisitions of other thrift institutions operating in Michigan on Wolverine’s stock price. As shown in Exhibit IV-4, there were 9 completed deals and there is one pending deal

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Table 4.1

Standard Conversion Offerings

Completed Closing Dates between January 1, 2010 and August 13, 2010

			Midpoint Pricing Ratios & Multiples
			Converting Thrift			Peer Group			Discount at Midpoint				Price Performance from Initial Trading Date
Transaction	Exchange	Closing Date	P/TB		P/E (1)	P/TB		P/E	P/TB		P/E		1 day		1 week		1 month		13-Aug-10
Peoples Fed Bancshares, Inc. (PEOP)	NASDAQ	07/07/10	56.8	%	25.6x	89.6	%	14.7x	-36.6	%	73.8	%	4.0	%	6.9	%	4.2	%	4.0	%
Fairmount Bancorp, Inc. (FMTB)	OTC	06/03/10	51.6	%	13.9x	67.8	%	18.5x	-23.9	%	-24.9	%	10.0	%	20.0	%	10.0	%	20.0	%
Harvard Illinois Bancorp, Inc. (HARI)	OTC	04/09/10	46.8	%	NM	79.8	%	15.7x	-41.3	%	NM		0.0	%	0.0	%	-1.0	%	-32.0	%
OBA Financial Services, Inc. (OBAF)	NASDAQ	01/22/10	51.4	%	NM	74.7	%	13.2x	-31.2	%	NM		3.9	%	1.1	%	3.0	%	10.2	%
OmniAmerican Bancorp, Inc. (OABC)	NASDAQ	01/21/10	54.0	%	NM	74.7	%	17.7x	-27.8	%	NM		18.5	%	13.2	%	9.9	%	11.2	%
Versailles Financial Corp. (VERF)	OTC	01/13/10	43.1	%	23.9x	62.7	%	30.4x	-31.2	%	-21.4	%	0.0	%	0.0	%	0.0	%	0.0	%
Athens Bancshares, Inc. (AFCB)	NASDAQ	01/07/10	50.1	%	14.1x	66.5	%	13.1x	-24.6	%	7.6	%	16.0	%	13.9	%	10.6	%	10.1	%
Average			50.5	%	19.4x	73.7	%	17.6x	-30.9	%	8.8	%	7.5	%	7.9	%	5.2	%	3.4	%
Median			51.4	%	19.0x	74.7	%	15.7x	-31.2	%	-6.9	%	4.0	%	6.9	%	4.2	%	10.1	%

(1) Based on core earnings. PE multiples for Peer Group not reported.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.16

for Michigan bank and thrift acquisitions from the beginning of 2007 through August 13, 2010. To the extent that any acquisition speculation may impact the Bank’s offering, it has largely been taken this into account in the Peer Group pricing. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in Wolverine’s stock would tend to be less compared to the stocks of the Peer Group companies.

* * * * * * * * * * *

In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for thrift conversions and the local acquisition market for thrift stocks. In assessing this adjustment, we placed significant weight on the volatility of the stock market generally and the prices of bank and thrift stocks during the month of August 2010. This volatility, combined with the lack of any previous trading history for Wolverine common stock, should be reflected in the adjustment for marketability. Combined with the indicated discounts for conversions completed in 2010 and the limited increases in the aftermarket trading (see Table 4.1), the current volatility in the market suggests an adjustment. Taking these factors and trends into account, RP Financial concluded that a moderate downward adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

8. Management

The Bank’s management team appears to have experience and expertise in all of the key areas of the Bank’s operations. Exhibit IV-5 provides summary resumes of the Bank’s Board of Directors and senior management. The financial characteristics of the Bank suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Bank’s present organizational structure. The Bank currently does not have any senior management positions that are vacant. Similarly, the returns, equity positions and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.17

9. Effect of Government Regulation and Regulatory Reform

As a fully-converted OTS regulated financial institution, Wolverine will operate in substantially the same regulatory environment as the Peer Group members — all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. On balance, no adjustment has been applied for the effect of government regulation and regulatory reform.

Summary of Adjustments

Overall, based on the factors discussed above, we concluded that the Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:

Key Valuation Parameters:	Valuation Adjustment
Financial Condition	No Adjustment
Profitability, Growth and Viability of Earnings	Moderate Downward
Asset Growth	No Adjustment
Primary Market Area	Moderate Downward
Dividends	No Adjustment
Liquidity of the Shares	No Adjustment
Marketing of the Issue	Moderate Downward
Management	No Adjustment
Effect of Govt. Regulations and Regulatory Reform	No Adjustment

Valuation Approaches

In applying the accepted valuation methodology promulgated by the OTS and adopted by the FDIC, i.e., the pro forma market value approach, we considered the three key pricing ratios in valuing the Bank’s to-be-issued stock — price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches — all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Bank’s prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions and expenses (summarized in Exhibits IV-7 and IV-8). In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings. RP Financial’s valuation placed an emphasis on the following:

• P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock. However, given the negative net income for the Bank on both a reported and core basis, the pro forma P/E ratios were “not meaningful” and this approach was substantially discounted in the final determination of value.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.18

• P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a useful indicator of pro forma value, taking into account the pro forma P/A ratios and the “not meaningful” pricing ratios under the P/E approach. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach.

• P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low.

The Bank will adopt Statement of Position (“SOP”) 93-6, which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of the adoption of SOP 93-6 in the valuation.

Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above and the dilutive impact of the stock contribution to the Foundation, RP Financial concluded that, as of August 13, 2010, the pro forma market value of Wolverine’s conversion stock, including the shares sold in the offering and issued to the Foundation, was $29,500,000 at the midpoint, equal to 2,950,000 shares at $10.00 per share.

1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment

RP® Financial, LC.	VALUATION ANALYSIS
	IV.19

of the net proceeds. The Bank’s reported earnings equaled negative $4.3 million for the twelve months ended June 30, 2010. In deriving Wolverine’s core earnings, the only adjustments made to reported earnings were to eliminate loss on termination of the pension plan, the fraud related expenses and the gain on sale for the twelve months ended June 30, 2010. As shown below, on a tax-effected basis, assuming an effective tax rate of 34.0% for the earnings adjustments, the Bank’s core earnings were estimated to equal negative $2.6 million for the twelve months ended June 30, 2010. (Note: see Exhibit IV-9 for the adjustments applied to the Peer Group’s earnings in the calculation of core earnings).

	Amount
	($000)
Net income (loss)	$(4,257	)
Addback: net non-operating items (1)	2,566
Tax effect at 34%	(872	)
Core earnings estimate	$(2,563	)

(1) Gain on sale of $711 thousand, pension terminal expense of $2.6 million, and fraud expense of 357 thousand.

Based on the Bank’s reported and estimated core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Bank’s pro forma reported and core P/E multiples at the $29.5 million midpoint value equaled negative 6.81x and negative 11.18x, which we concluded were not meaningful (see Table 4.2) and were not applicable to the valuation.

2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio, to the Bank’s pro forma book value. Based on the $29.5 million midpoint valuation, the Bank’s pro forma P/B ratio and P/TB ratio equaled 44.56%. In comparison to the average P/B and P/TB ratios for the Peer Group of 59.78% and 64.04%, the Bank’s ratios reflected a discount of 25.5% on a P/B basis and a discount of 30.4% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 57.96% and 65.25%, respectively, the Bank’s pro forma P/B and P/TB ratios at the midpoint value reflected discounts of 23.1% and 31.7%, respectively. At the top of the super range, the Bank’s P/B and P/TB ratio equaled 52.41%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflected discounts of 12.3% and 18.2%, respectively. In comparison to the Peer Group’s median P/B and P/TB ratios, the Bank’s P/B

RP® Financial, LC.	VALUATION ANALYSIS
	IV.20

and P/TB ratios at the top of the super range reflected discounts of 9.6% and of 19.7%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable, given the nature of the calculation of the P/B ratio which mathematically results in a ratio discounted to book value. The discounts reflected under the P/B approach were also supported by the negative “not meaningful” P/E multiples, and finally, we considered the discounts under this approach to be consistent with the level of discounting indicated by conversion transactions completed in 2010, many of which were completed in markets with less volatility than exhibited as of the valuation date for Wolverine.

3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Bank’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the $29.5 million midpoint of the valuation range, the Bank’s value equaled 8.85% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio of 5.73%, which implies a premium of 54.4% has been applied to the Bank’s pro forma P/A ratio. In comparison to the Peer Group’s median P/A ratio of 5.62%, the Bank’s pro forma P/A ratio at the midpoint value reflects a premium of 57.5%.

Valuation Conclusion

Based on the foregoing, it is our opinion that, as of August 13, 2010, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $29,500,000 at the midpoint, equal to 2,950,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $25,075,000 and a maximum value of $33,925,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 2,507,500 at the minimum and 3,392,500 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $39,013,750 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 3,901,375. The pro forma valuation calculations relative to the Peer Group are shown in Table 4.2 and are detailed in Exhibit IV-7 and Exhibit IV-8.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.21

Table 4.2

Wolverine Bank Versus the Comparables

As of August 13, 2010

		Market Capitalization				Per Share Data												Dividends(4)						Financial Characteristics(6)
		Price/ Share(1)		Market Value		Core 12  Month EPS(2)		Book Value/ Share		Pricing Ratios(3)								Amount/ Share		Yield		Payout Ratio(5)		Total Assets		Equity/ Assets		Tang. Eq./ Assets		NPAs/ Assets		Reported				Core
										P/E	P/B		P/A		P/TB		P/Core															ROA		ROE		ROA		ROE
		($)		($Mil)		($)		($)		(x)	(%)		(%)		(%)		(x)	($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
Wolverine Bancorp
Maximum, as adjusted		$	10.00	$	39.01	($0.68	)	$	19.08	-8.96x	52.41	%	11.43	%	52.41	%	-14.66x	$	0.00	0.00	%	0.00	%	$	341	21.80	%	21.80	%	3.43	%	-1.28	%	-5.85	%	-0.78	%	-3.57	%
Maximum		$	10.00	$	33.93	($0.78	)	$	20.64	-7.81x	48.45	%	10.07	%	48.45	%	-12.80x	$	0.00	0.00	%	0.00	%	$	337	20.78	%	20.78	%	3.48	%	-1.29	%	-6.20	%	-0.79	%	-3.78	%
Midpoint		$	10.00	$	29.50	($0.89	)	$	22.44	-6.81x	44.56	%	8.85	%	44.56	%	-11.18x	$	0.00	0.00	%	0.00	%	$	333	19.86	%	19.86	%	3.52	%	-1.30	%	-6.55	%	-0.79	%	-3.99	%
Minimum		$	10.00	$	25.08	($1.05	)	$	24.86	-5.80x	40.23	%	7.61	%	40.23	%	-9.53x	$	0.00	0.00	%	0.00	%	$	329	18.93	%	18.93	%	3.56	%	-1.31	%	-6.94	%	-0.80	%	-4.22	%
All Public Companies(7)
Averages		$	9.99	$	315.95	($0.19	)	$	13.92	18.35x	70.52	%	8.15	%	78.48	%	17.73x	$	0.24	2.08	%	31.63	%	$	2,929	11.07	%	10.28	%	3.46	%	-0.15	%	-0.01	%	-0.22	%	-1.07	%
Medians		$	9.65	$	60.04	$0.23		$	13.63	15.83x	68.80	%	6.87	%	74.41	%	16.54x	$	0.20	1.76	%	0.00	%	$	959	9.85	%	8.97	%	2.71	%	0.22	%	2.40	%	0.19	%	1.61	%
State Of Michigan (No MHCs)(7)
Averages		$	2.72	$	7.84	($2.33	)	$	8.15	NM	33.37	%	3.46	%	34.52	%	NM	$	0.00	0.00	%	NM		$	227	10.36	%	10.05	%	NA		-2.72	%	-25.43	%	-2.87	%	-26.81	%
Medians		$	2.74	$	420.15	($4.97	)	$	5.47	NM	50.09	%	2.93	%	50.09	%	NM	$	0.00	0.00	%	NM		$	14,333	7.70	%	7.70	%	NA		-3.33	%	NM		-4.99	%	NM
Comparable Group Averages
Averages		$	10.25	$	24.31	$0.18		$	16.70	16.93x	59.78	%	5.73	%	64.04	%	16.31	$	0.33	2.80	%	29.48	%	$	417	10.09	%	9.45	%	2.56	%	-0.10	%	-0.28	%	-0.15	%	-0.89	%
Medians		$	11.86	$	21.75	$0.71		$	17.33	15.57x	57.96	%	5.62	%	65.25	%	16.54	$	0.24	3.78	%	17.21	%	$	430	10.07	%	9.29	%	1.80	%	0.40	%	3.42	%	0.30	%	3.35	%
Peer Group
CZWI	Citizens Comm Bncorp Inc of Wl	$	4.10	$	20.96	$0.30		$	11.03	27.33	37.17	%	3.64	%	42.01	%	13.67	$	0.00	0.00	%	0.00	%	$	576	9.78	%	8.76	%	1.79	%	0.13	%	1.38	%	0.27	%	2.75	%
FFDF	FFD Financial Corp of Dover OH	$	13.40	$	13.55	$0.70		$	17.89	14.73	74.90	%	6.80	%	74.90	%	19.14	$	0.68	5.07	%	74.73	%	$	199	9.08	%	9.08	%	1.12	%	0.48	%	5.13	%	0.37	%	3.95	%
FCAP	First Capital, Inc. of IN	$	15.42	$	42.99	$0.73		$	17.13	18.14	90.02	%	9.39	%	101.78	%	21.12	$	0.72	4.67	%	NM		$	458	10.45	%	9.36	%	1.55	%	0.52	%	5.05	%	0.45	%	4.34	%
FCLF	First Clover Leaf Fin Cp of IL	$	5.50	$	43.74	($1.09	)	$	9.72	NM	56.58	%	7.40	%	67.73	%	NM	$	0.24	4.36	%	NM		$	591	13.08	%	11.16	%	2.99	%	-1.47	%	-10.95	%	-1.43	%	-10.65	%
FFNM	First Fed of N. Michigan of Ml	$	2.72	$	7.84	($2.33	)	$	8.15	NM	33.37	%	3.46	%	34.52	%	NM	$	0.00	0.00	%	NM		$	227	10.36	%	10.05	%	4.40	%	-2.72	%	-25.43	%	-2.87	%	-26.81	%
FSFG	First Savings Fin. Grp. of IN	$	13.46	$	32.51	$0.87		$	22.39	16.41	60.12	%	6.58	%	71.29	%	15.47	$	0.00	0.00	%	0.00	%	$	494	10.94	%	9.39	%	1.65	%	0.51	%	3.75	%	0.54	%	3.98	%
LSBI	LSB Fin. Corp. of Lafayette IN	$	10.32	$	16.04	$0.11		$	22.02	23.45	46.87	%	4.31	%	46.87	%	NM	$	0.50	4.84	%	NM		$	372	9.21	%	9.21	%	5.09	%	0.18	%	2.00	%	0.05	%	0.50	%
FFFD	North Central Bancshares of IA	$	15.05	$	20.33	$0.91		$	28.50	13.68	52.81	%	4.50	%	52.81	%	16.54	$	0.04	0.27	%	3.64	%	$	452	10.75	%	10.75	%	3.55	%	0.33	%	3.09	%	0.27	%	2.55	%
RIVR	River Valley Bancorp of IN	$	15.00	$	22.56	$0.85		$	17.52	12.1	86.62	%	5.71	%	85.71	%	17.65	$	0.84	5.60	%	67.74	%	$	395	7.93	%	7.92	%	1.81	%	0.48	%	6.82	%	0.33	%	4.68	%
WAYN	Wayne Savings Bancshares of OH	$	7.50	$	22.53	$0.71		$	12.64	9.62	59.34	%	5.53	%	62.76	%	10.56	$	0.24	3.20	%	30.77	%	$	407	9.32	%	8.86	%	1.61	%	0.58	%	6.40	%	0.53	%	5.82	%

(1) Average of High/Low or Bid/Ask price per share.

(2) EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis, and is shown on a pro forma basis where appropriate.

(3) P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.

(4) Indicated 12 month dividend, based on last quarterly dividend declared.

(5) Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.

(6) ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances.

(7) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source: Corporate reports, offering circulars, and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2010 by RP^® Financial, LC.

EX-99.4

Exhibit 99.4

WOLVERINE BANCORP LOGO

Dear Prospective Investor:

We are pleased to announce that Wolverine Bank is converting from the mutual to stock form of organization, subject to regulatory approval and approval by the members of Wolverine Bank. Wolverine Bank will be the wholly-owned subsidiary of a newly formed stock holding company named Wolverine Bancorp, Inc. In connection with the conversion, Wolverine Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

We have enclosed the following materials that will help you learn more about an investment in the common stock of Wolverine Bancorp, Inc. Please read and review the materials carefully.

PROSPECTUS: This document provides detailed information about the operations at Wolverine Bank and a complete discussion on the proposed conversion and stock offering of Wolverine Bancorp, Inc.

STOCK ORDER AND CERTIFICATION FORM: This form may be used to purchase stock by returning it with your payment in the enclosed business reply envelope. Your order must be received by 12:00 noon, Eastern time, on                 , 2010.

We invite you and other community members to become stockholders of Wolverine Bancorp, Inc. Through this offering, you have the opportunity to buy stock directly from Wolverine Bancorp, Inc. without paying a commission or a fee.

If you have questions regarding the conversion and the stock offering, please call us at (        )             -            , Monday through Friday, from 9:00 a.m. to 5:00 p.m. Eastern time, or stop by our Stock Information Center Wednesday and Thursday, from 9:00 a.m. to 5:00 p.m., located at 5710 Eastman Avenue, Midland, Michigan.

Sincerely,

David H. Dunn

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

End of Offering Wolverine Bank Website Message

Stock Issuance Information

The Wolverine Bancorp, Inc. stock offering closed on                 , 2010. The results of the offering are as follows:

                                                                          .

Interest and refund checks [if applicable] will be mailed to subscribers on or about                 ,              by regular mail to the name and address provided on the Stock Order and Certification Form submitted. No special mailing instructions will be accepted.

Allocations will be made available on KBW’s website beginning on or about                 ,             . [If applicable] You can view your allocation online by visiting https://allocations.kbw.com and typing in your order number and the last four digits of your social security number.

Notice to Subscribers not receiving all shares: Please be aware that while we believe this to be a final allocation, we reserve the right to amend this amount up to the time of trading and recommend you verify the number of shares you received on the face of the certificate you will receive prior to trading your shares. [if applicable]

The transfer agent for Wolverine Bancorp, Inc. will be Registrar and Transfer Company based in Cranford, New Jersey and the phone number for its Investor Relations Department is (800) 368-5948.

We anticipate trading to begin on or about                 ,              on the NASDAQ Capital Market under the symbol “WBKC.”

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

Wolverine Bank Website Message:

Plan of Conversion

Information

Wolverine Bank is pleased to announce that materials were mailed on or about November __, 2010 regarding Wolverine Bank’s Plan of Conversion and the stock offering by Wolverine Bancorp, Inc. If you were a depositor as of June 30, 2009,                 , 2010, or                 , 2010, or a borrower as of April 2, 1993 with borrowings still outstanding as of                 , 2010, you should be receiving a packet of materials soon. We encourage you to read the information carefully.

If you were a member of Wolverine Bank as of the Voting Record Date,                 , 2010, one or more proxy cards are included in your packet. We encourage you to return ALL proxy cards or vote by Internet or Telephone as promptly as possible… and THANK YOU!

Information, including a prospectus describing Wolverine Bancorp, Inc.’s stock offering, was also enclosed. The subscription offering has commenced and continues until 12:00 noon, Eastern time, on                 , 2010, at which time your order must be received if you want to take part in the offering.

Depending upon the outcome of the subscription offering that expires                 , 2010, our best estimate at this time for trading of Wolverine Bancorp, Inc. stock on the Nasdaq Capital Market is early January. However, as described in the prospectus, it could be later. The stock will trade under the ticker symbol “WBKC”. We will keep you as informed as possible on this site.

Our telephone number at the Stock Information Center is (        )             -            .

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

WOLVERINE BANK LOGO

PROXY GRAM

PLEASE VOTE TODAY

We recently sent you a proxy statement and related materials regarding a proposal to convert Wolverine Bank from the mutual to stock form of organization.

Your vote on the Plan of Conversion has not yet been received.

Voting for the Conversion does not obligate you to purchase stock and will not affect your accounts or FDIC Insurance Coverage.

Not Returning Your Proxy Card(s) has the Same Effect as Voting “Against” the Conversion.

Your Board of Directors Recommends a Vote “FOR” the Conversion.

Your Vote Is Important To Us!

Please vote TODAY! You may vote by mail using the enclosed envelope, or follow the enclosed instructions to vote by Internet or Telephone. If you received more than one proxy card, please vote all cards you received.

Thank you,

David H. Dunn,

President and Chief Executive Officer

If you have already voted your proxy card(s), please accept our thanks and disregard this notice.

For further information please call the Stock Information Center at (___) ___-____.

The shares of common stock being offered are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental 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.

To Members and Friends of Wolverine Bank

Keefe, Bruyette & Woods, Inc., a member of the Financial Industry Regulatory Authority, is assisting Wolverine Bank in converting from the mutual to stock form of organization, subject to approval by the members of Wolverine Bank. Upon completion of the conversion, Wolverine Bank will be a wholly-owned subsidiary of a newly formed stock holding company, Wolverine Bancorp, Inc. In connection with the conversion, Wolverine Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

At the request of Wolverine Bancorp, Inc., we are enclosing materials explaining this process and your options, including an opportunity to invest in the shares of Wolverine Bancorp, Inc. common stock being offered to customers of Wolverine Bank and various other persons until 12:00 noon, Eastern Time, on                 , 2010. Please read the enclosed prospectus carefully for a complete description of the stock offering. Wolverine Bancorp, Inc. has asked us to forward the prospectus and accompanying documents to you in view of certain requirements of the securities laws in your state.

If you have additional questions regarding the conversion or stock offering, please call us at (        )             -            , Monday through Friday, from 9:00 a.m. to 5:00 p.m. Eastern time, or stop by our Stock Information Center Wednesday and Thursday, from 9:00 a.m. to 5:00 p.m., located at 5710 Eastman Avenue, Midland, Michigan.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

WOLVERINE BANCORP LOGO

Dear Friend:

We are pleased to announce that Wolverine Bank is converting from the mutual to stock form of organization, subject to regulatory approval and approval of the members of Wolverine Bank. Wolverine Bank will be the wholly owned subsidiary of a newly formed stock holding company named Wolverine Bancorp, Inc. In connection with the conversion, Wolverine Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

Because we believe you may be interested in learning more about an investment in the common stock of Wolverine Bancorp, Inc., we are sending you the following materials which describe the conversion and stock offering.

PROSPECTUS: This document provides detailed information about Wolverine Bank’s operations and the proposed conversion and offering of Wolverine Bancorp, Inc. common stock.

STOCK ORDER AND CERTIFICATION FORM: This form may be used to purchase stock by returning it with your payment in the enclosed business reply envelope. Your order must be received by 12:00 noon, Eastern time, on                 , 2010.

As a friend of Wolverine Bank, you will have the opportunity to buy common stock directly from Wolverine Bancorp, Inc. in the offering without paying a commission or fee, subject to our members’ priority subscription rights. If you have questions regarding the conversion and the stock offering, please call us at (        )             -             Monday through Friday, from 9:00 a.m. to 5:00 p.m. Eastern time, or stop by our Stock Information Center Wednesday and Thursday, from 9:00 a.m. to 5:00 p.m., located at 5710 Eastman Avenue, Midland, Michigan.

We are pleased to offer you this opportunity to become a stockholder of Wolverine Bancorp, Inc.

Sincerely,

David H. Dunn

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

WOLVERINE BANCORP,

INC. LOGO

Proposed Holding Company for

Wolverine Bank

Q&A GRAPHIC

QUESTIONS AND ANSWERS

ABOUT OUR CONVERSION

AND STOCK OFFERING

The shares of common stock being offered are not deposits or savings accounts and are not insured by the

Federal Deposit Insurance Corporation or any other governmental 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.

This pamphlet answers questions about the Wolverine Bank conversion and stock offering. Investing in shares of common stock involves certain risks. For a discussion of these risks and other factors, including a complete description of the offering, investors are urged to read the accompanying prospectus, especially the discussion under the heading “Risk Factors.”

GENERAL – THE CONVERSION

Our Board of Directors has determined that the conversion is in the best interests of Wolverine Bank, our customers and the communities we serve.

WHAT IS THE CONVERSION?

Under the Plan of Conversion (the “plan”), our organization is converting from the mutual to stock form of organization. As a result of the conversion, Wolverine Bank will be the wholly owned subsidiary of a newly formed stock holding company named Wolverine Bancorp, Inc.

After the conversion is completed, 100% of the common stock of Wolverine Bancorp, Inc. will be owned by public stockholders.

WHY IS WOLVERINE BANK CONVERTING TO THE STOCK FORM OF ORGANIZATION?

The conversion to the stock holding company form of organization will enable Wolverine Bank to access capital through the sale of common stock by Wolverine Bancorp, Inc. This additional capital will provide us with the flexibility to support internal growth through increased lending in the communities we serve, support future operational growth,, support the future branching activities and/or the acquisition of financial services companies (including FDIC – assisted transactions) as opportunities arise, implement more flexible capital management strategies and to retain and attract qualified personnel.

WHAT EFFECT WILL THE CONVERSION HAVE ON EXISTING DEPOSIT AND LOAN ACCOUNTS AND CUSTOMER RELATIONSHIPS?

The conversion will have no effect on existing deposit or loan accounts and customer relationships. Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation to the maximum legal limit. Interest rates and existing terms and conditions on deposit accounts will remain the same upon completion of the conversion. Contractual obligations of borrowers of Wolverine Bank will not change and there will be no change in the amount, interest rate, maturity, security or any other condition relating to the respective loans of customers.

WILL CUSTOMERS NOTICE ANY CHANGE IN WOLVERINE BANK’S DAY-TO-DAY ACTIVITIES AS A RESULT OF THE CONVERSION AND THE OFFERING?

No. It will be business as usual. The conversion is an internal change in our corporate structure. There will be no change to our Board of Directors, management, staff or branches.

THE PROXY VOTE

Although we have received conditional approval, the Plan is also subject to depositor approval.

SHOULD I VOTE TO APPROVE THE PLAN OF CONVERSION?

Your Board of Directors recommends a vote “FOR” the Plan of Conversion. Your Board of Directors believes that converting to a public ownership structure will best support future growth and expanded services. Your “FOR” vote is very important! NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE PLAN OF CONVERSION.

WHY DID I GET SEVERAL PROXY CARDS?

If you had more than one deposit account on                 , 2010, you could receive more than one proxy card, depending on the ownership structure of your accounts. There are no duplicate cards – please vote all of the proxy cards you receive.

PLEASE RETURN ALL PROXY CARDS OR VOTE BY INTERNET OR TELEPHONE TODAY!

HOW MANY VOTES DO I HAVE?

Depositors are entitled to one vote for each $100 on deposit and borrower members are eligible to one vote. No member may cast more than 1,000 votes. Proxy cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer when returned to the Stock Information Center.

MAY I VOTE IN PERSON AT THE SPECIAL MEETING?

Yes, but we would still like you to sign, date and mail your proxy today. If you decide to revoke your proxy, you may do so at any time before such proxy is exercised by executing and delivering a later-dated proxy or by giving notice of revocation in writing or by voting in person at the special meeting. Attendance at the special meeting will not, of itself, revoke a proxy.

MORE THAN ONE NAME APPEARS ON MY PROXY CARD, WHO MUST SIGN?

The names reflect the title of your deposit account. Proxy cards for joint deposit accounts require the signature of only one of the depositors. Proxy cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary.

THE STOCK OFFERING AND PURCHASING SHARES

ARE WOLVERINE BANK’S DEPOSITORS REQUIRED TO PURCHASE STOCK IN THE CONVERSION?

No depositor or other person is required to purchase stock. However, depositors and other eligible persons will be provided the opportunity to purchase stock consistent with the established priority of subscription rights, should they so desire. The decision to purchase stock will be exclusively that of each person. Whether an individual decides to purchase stock or not will have no positive or negative impact on his or her standing as a customer of Wolverine Bank. The conversion will allow depositors of Wolverine Bank an opportunity to buy common stock and become stockholders of Wolverine Bancorp, Inc.

HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE?

Wolverine Bancorp, Inc. is offering up to 3,392,500 shares of common stock, subject to adjustment as described in the prospectus, at a price of $10.00 per share, through the prospectus.

WHO IS ELIGIBLE TO PURCHASE COMMON SHARES IN THE SUBSCRIPTION AND COMMUNITY OFFERINGS?

Pursuant to the Plan, non-transferable rights to subscribe for shares of Wolverine Bancorp, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority.

Priority #1 – Depositors with an aggregate balance of at least $50 with Wolverine Bank at the close of business on June 30, 2009;

Priority #2 – Our tax-qualified employee benefit plans;

Priority #3 – Depositors with an aggregate balance of at least $50 with Wolverine Bank at the close of business on                 , 2010;

Priority #4 – Depositors of Wolverine Bank at the close of business on                 , 2010 and to borrowers of Wolverine Bank as of April 2, 1993 whose borrowings as of that date remain outstanding as of                 . 2010.

Shares not purchased in the Subscription Offering may be offered for sale to the general public in a Community Offering, with a preference given first to natural persons (including trusts of natural persons) residing in the Michigan counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola.

Shares not sold in the Subscription and Community Offerings may be offered for sale through a Syndicated Community Offering to the general public.

HOW MANY SHARES MAY I BUY?

The minimum order is 25 shares ($250). The maximum individual purchase limit is 35,000 shares ($350,000). No person, together with associates of, and persons acting in concert with such person, may purchase more than 50,000 shares ($500,000) of common stock in all categories combined, as further discussed in the prospectus.

WILL THE COMMON STOCK BE INSURED?

No. Like any common stock, the common stock of Wolverine Bancorp, Inc. will not be insured.

HOW DO I ORDER THE COMMON STOCK?

You must complete and return the enclosed Stock Order and Certification Form, along with full payment. Instructions for completing your Stock Order and Certification Form are included with the order form. Your order must be received (not postmarked) by 12:00 noon, Eastern time, on                 , 2010. Delivery of an original stock order form (copies or facsimiles are not acceptable) and full payment may be made by mail, using the Stock Order Reply Envelope provided, by overnight courier to the indicated address on the stock order form, or by hand-delivery to any of our full service branch offices. Please do not mail stock order forms to Wolverine Bank.

HOW MAY I PAY FOR MY COMMON STOCK?

First, you may pay for common stock by check or money order made payable to Wolverine Bancorp, Inc. These funds will be cashed upon receipt. We cannot accept wires or third party checks. Wolverine Bank line of credit checks may not be used. Please do not mail cash!

Second, you may authorize us to withdraw funds from your savings account or certificate of deposit at Wolverine Bank for the amount of funds you specify for payment. There is no penalty for early withdrawal from a certificate of deposit. You will not have access to these funds from the day we receive your order until completion or termination of the conversion. You may not designate withdrawal from Wolverine Bank accounts with check-writing privileges. Please submit a check instead. Also, IRA or other retirement accounts held at Wolverine Bank may not be listed for direct withdrawal. See information on IRA accounts below.

WILL I EARN INTEREST ON MY FUNDS?

Interest will be paid by Wolverine Bancorp, Inc. on these funds at Wolverine Bank’s statement savings rate from the day the funds are received until the completion or termination of the conversion. At that time, you will be issued a check for interest earned on these funds. If paid by authorizing a direct withdrawal from your Wolverine Bank deposit account(s), your funds will continue earning interest within the account, at the applicable deposit account rate.

CAN I PURCHASE STOCK USING FUNDS IN MY WOLVERINE BANK IRA?

Yes. To do so, however, you must first establish a self-directed IRA at a brokerage firm or the trust department of another financial institution and transfer a portion or all of the funds in your IRA at Wolverine Bank. Please contact your broker or self-directed IRA provider as soon as possible if you want to explore this option, as these transactions take time. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time.

WILL DIVIDENDS BE PAID ON THE COMMON STOCK?

Following the offering, Wolverine Bancorp, Inc.’s Board of Directors will have the authority to declare dividends. However, no decision with respect to the payment of dividends has been made. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future.

HOW WILL THE COMMON STOCK BE TRADED?

Wolverine Bancorp, Inc.’s stock is expected to trade on the Nasdaq Capital Market under the symbol “WBKC” after the completion of the offering. However, no assurance can be given that an active and liquid market will develop.

ARE EXECUTIVE OFFICERS AND DIRECTORS OF WOLVERINE BANK PLANNING TO PURCHASE STOCK?

Yes! The executive officers and directors of Wolverine Bank plan to purchase, in the aggregate, $             million worth of stock or approximately         % of the common stock offered at the minimum of the offering range.

MUST I PAY A COMMISSION?

No. You will not be charged a commission or fee on the purchase of common stock in the conversion.

MAY I CHANGE MY MIND AFTER I PLACE AN ORDER TO SUBSCRIBE FOR STOCK?

No. After receipt your executed stock order form may not be modified, amended or rescinded without our consent, unless the offering is not completed by                 , in which event subscribers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

IF I PURCHASE SHARES IN THE OFFERING, WHEN WILL I RECEIVE MY STOCK CERTIFICATE?

Our transfer agent, Registrar and Transfer Company, will send stock certificates by first class mail as soon as possible after completion of the stock offering. Although the shares of Wolverine Bancorp, Inc. common stock will have begun trading, brokerage firms may require that you have received your stock certificate(s) prior to selling your shares. Your ability to sell the shares of common stock prior to your receipt of the stock certificate will depend on the arrangements you may make with your brokerage firm.

WHERE TO GET MORE INFORMATION

For additional information, refer to the enclosed prospectus or call our Stock Information Center, toll free, at (        )             -            , Monday through Friday, between 9:00 a.m. and 5:00 p.m., Eastern time. You can also stop into our main office at 5710 Eastman Avenue, Midland Michigan to speak with a stock center representative on Wednesday and Thursday from 9:00 a.m. to 5:00 p.m., Eastern time. The Stock Information Center will be closed weekends and bank holidays.

WOLVERINE BANK LOGO

PROXY GRAM II

PLEASE VOTE TODAY

We recently sent you a proxy statement and related materials regarding a proposal to convert Wolverine Bank

from the mutual to stock form of organization.

Your vote on the Plan of Conversion has not yet been received.

Voting for the Conversion does not obligate you to purchase stock and will not affect your accounts or FDIC Insurance Coverage.

Not Voting has the Same Effect as Voting “Against” the Conversion.

Your Board of Directors Recommends a Vote “FOR” the Conversion.

Our Reasons for the Corporate Change

Our primary reasons for converting and raising additional capital through the offering are to:

increase our capital to support future growth;

have greater flexibility to structure and finance the expansion of our operations, including potential cash or stock acquisitions of other financial institutions, although we have no current arrangements or agreements with respect to any such acquisitions;

provide better capital management alternatives, including the ability to pay dividends and to repurchase shares of our common stock, subject to market conditions; and

retain and attract qualified personnel by establishing stock-based benefit plans for management and employees.

Your Vote Is Important To Us!

Please vote TODAY! You may vote by mail using the enclosed envelope, or follow the enclosed instructions to vote by Internet or Telephone. If you received more than one proxy card, please vote all cards you received.

Thank you,

David H. Dunn

President and Chief Executive Officer

If you have already voted your proxy card(s), please accept our thanks and disregard this notice.

For further information please call the Stock Information Center at (___) ___-____.

The shares of common stock being offered are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental 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.

Wolverine Bank Logo

                , 2010

Dear Valued Wolverine Bank Customer:

We recently forwarded to you a proxy statement and related materials regarding a proposal to convert Wolverine Bank from the mutual to stock form of organization. This conversion will allow us to operate in essentially the same manner as we currently operate, but provide us with the flexibility to increase our capital, continue to support future lending and operational growth, and support future branching activities and/or the acquisition of financial services companies.

As of today, your vote on our Plan of Conversion has not yet been received. Your Board of Directors recommends a vote “FOR” the Plan of Conversion.

If you have already voted, please accept our thanks and disregard this request. If you have not yet voted, we would sincerely appreciate you taking a moment to vote TODAY! You may vote by mail using the enclosed envelope, or follow the enclosed instructions to vote by Internet or Telephone. If you received more than one proxy card, please vote all cards you received. Our meeting on                 , 2010 is fast approaching and we’d like to receive your vote as soon as possible.

Voting “FOR” the conversion does not affect the terms of or insurance on your accounts. For further information, please call our Stock Information Center at (        )             -            , Monday through Friday, between 9:00 a.m. and 5:00 p.m., Eastern time, or stop by our Stock Information Center Wednesday and Thursday, from 9:00 a.m. to 5:00 p.m., located at 5710 Eastman Avenue, Midland, Michigan.

Best regards and thank you,

______________________________________

David H. Dunn

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

WOLVERINE BANCORP LOGO

Dear Member:

We are pleased to announce that Wolverine Bank is converting from the mutual to stock form of organization, subject to regulatory approval and approval by the members of Wolverine Bank at a Special Meeting of Members. Wolverine Bank will be the wholly owned subsidiary of a newly formed stock holding company named Wolverine Bancorp, Inc. In connection with the conversion, Wolverine Bancorp, Inc. is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Conversion.

To complete the conversion, we need your participation in an important vote. Enclosed are a proxy statement and a prospectus describing the Plan of Conversion and your voting and subscription rights. YOUR VOTE IS VERY IMPORTANT.

Enclosed, as part of the proxy materials, is your proxy card, the detachable section attached to the order form bearing your name and address. This proxy card should be voted prior to the Special Meeting of Members to be held on                 , 2010. Please take a moment now to sign and date the enclosed proxy card and return it to us in the postage-paid envelope provided. You also can submit your vote on the Internet or by Telephone. Directions for submitting your vote can be found on the enclosed proxy card. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE CONVERSION.

The Board of Directors believes the Conversion will offer a number of advantages, such as an opportunity for depositors of Wolverine Bank to become stockholders of Wolverine Bancorp, Inc. Please remember:

• Your deposit accounts will continue to be insured up to the maximum legal limit by the Federal Deposit Insurance Corporation (“FDIC”).

• There will be no change in the balance, interest rate or maturity of any deposit account or loan because of the conversion.

• Members have a right, but not an obligation, to buy Wolverine Bancorp, Inc. common stock and may do so without the payment of a commission or fee before it is offered to the general public.

• Like all stock, shares of Wolverine Bancorp, Inc.’s common stock issued in this offering will not be insured by the FDIC.

The enclosed prospectus contains a complete discussion of the conversion and stock offering. We urge you to read this document carefully. If you are interested in purchasing the common stock of Wolverine Bancorp, Inc., your Stock Order and Certification Form and payment must be received by the Stock Information Center (located at our main office in Midland, Michigan) or our Stock Processing Center (located in Chicago, Illinois) before 12:00 noon, Eastern time, on                 , 2010.

If you have questions regarding the conversion and the stock offering, please call us at (        )             -            , Monday through Friday, from 9:00 a.m. to 5:00 p.m., Eastern time, or stop by our Stock Information Center Wednesday and Thursday, from 9:00 a.m. to 5:00 p.m., located at 5710 Eastman Avenue, Midland, Michigan.

Sincerely,

David H. Dunn

President and Chief Executive Officer

The shares of common stock being offered are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. An investment in the shares of common stock is subject to investment risks, including possible loss of the principal invested.

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.

EX-99.5

Exhibit 99.5

(7) Associates/Acting in Concert: Check here if you, or any associates or persons acting in concert with you (defined on reverse side), have submitted other orders for shares. If you check this box, list below all other orders submitted by you or your associates or by persons acting in concert with you.

Name(s) listed in Section 8 on other Order Forms Number of Shares Ordered Name(s) listed in Section 8 on other Order Forms Number of Shares Ordered

WOLVERINE SEND OVERNIGHT PACKAGES TO: Wolverine Bancorp, Inc. BANCORP ATTN: Stock Information Center

10 S Wacker Drive, Suite 3400 LOGO Chicago, IL 60606

(___) ___-____

Stock Order and Certification Form

Deadline: The Subscription Offering ends at 12:00 noon, Eastern time, on December __, 2010. Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked) at the address on the top of this form by the deadline, or it will be considered void. Faxes or copies of this form will not be accepted. Wolverine Bancorp, Inc. reserves the right to accept or reject improper order forms.

PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE AREAS – READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM

(1) Number of Shares (2) Total Amount Due The minimum purchase is 25 shares ($250). Generally, no person may purchase more

Price Per Share $ than 35,000 shares ($350,000), and no person together with his or her associates or group x $10.00 = of persons acting in concert may purchase more than 50,000 shares ($500,000).

(3a) Method of Payment - Check or Money Order

Enclosed is a personal check, bank check or money order made $ payable to Wolverine Bancorp, Inc. in the amount of:

Checks will be cashed upon receipt

(3b) Method of Payment - Deposit Account Withdrawal

The undersigned authorizes withdrawal from the Wolverine Bank deposit account(s) listed below. There will be no early withdrawal penalty applicable for funds authorized on this form. Funds designated for withdrawal must be in the account(s) listed at the time this form is received. Wolverine Bank IRA accounts or accounts with check-writing privileges may NOT be listed for direct withdrawal below.

Wolverine Bank Deposit Account Number(s) Withdrawal Amount(s)

$ $ $

Total Withdrawal Amount $

(4) Purchaser Information

Check the one box that applies, as of the earliest date, to the purchaser(s) listed in Section 8:

a. Eligible Account Holder - Check here if you were a depositor with at least $50 on deposit with Wolverine Bank as of June 30, 2009. Enter information in Section 9 for all deposit accounts that you had at Wolverine Bank on June 30, 2009.

b. Supplemental Eligible Account Holder - Check here if you were a depositor with at least $50 on deposit with Wolverine Bank as of __________, 2010 but not an Eligible Account Holder. Enter information in Section 9 for all deposit accounts that you had at Wolverine Bank as of __________, 2010.

c. Other Members - Check here if you were a depositor of Wolverine Bank as of ________________, who were not as of that date able to subscribe for shares under the Eligible or Supplemental Eligible Account Holders Categories, or were a borrower of Wolverine Bank as of April 2,1993 whose loan as of that date remained outstanding as of _________, 2010.

d. Local Community – Natural persons residing in the Michigan counties of Midland, Saginaw, Bay, Clare, Gladwin, Isabella, Gratiot, Shiawassee, Genesee and Tuscola will receive preference in a community offering.

e. General Public

(5) Check if you (or a household family member) are a: Director or Officer of Wolverine Bank or Wolverine Bancorp, Inc. Employee of Wolverine Bank or Wolverine Bancorp, Inc.

(6) Maximum Purchaser Identification: Check here if you, individually or together with others (see section 7), are subscribing for the maximum purchase allowed and are interested in purchasing more shares if the two maximum purchase limitations are increased. See Item 1 of the Stock Order Form Instructions.

(8) Stock Registration: Please PRINT legibly and fill out completely: The stock certificate and all correspondence related to this stock order will be mailed to the address provided below. You may not add the names of others for joint stock registration who do not have subscription rights or who qualify in a lower subscription offering priority than you do. You may add only those who were eligible to purchase shares of common stock on the subscription offering at your eligibility date. See Stock Order Form Instructions for further guidance.

Individual Tenants in Common Uniform Transfers to Minors Act Partnership

Joint Tenants Individual Retirement Account Corporation Trust - Under Agreement Dated __________ Name SS# or Tax ID

Name SS# or Tax ID Address Daytime Telephone # City State Zip Code County Evening Telephone #

(9) Qualifying Accounts: You should list any accounts that you may have or had with Wolverine Bank in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS FOR FURTHER DETAILS. All subscription orders are subject to the provisions of the stock offering. Attach a separate page if additional space is needed. Failure to list all of your accounts may result in the loss of part or all or your subscription rights.

NAMES ON ACCOUNTS

ACCOUNT NUMBERS

(10) Acknowledgement, Certification and Signature: I understand that to be effective, this form, properly completed, together with full payment or withdrawal authorization, must be received by Wolverine Bancorp, Inc. no later than noon, Eastern time, on December __, 2010, otherwise this form and all of my subscription rights will be void. (continued on reverse side of form)

*** ORDER NOT VALID UNLESS SIGNED ***

ONE SIGNATURE REQUIRED, UNLESS SECTION (3b) OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL

Signature

Date

Signature

Date

Internal Use Only: Date Rec’d _____ / ____ Check# ________________ $__________________ Check#_______________ $__________________ Batch# ________ Order # _________ Category ____

(7) Associates/Acting In Concert (continued from front side of Stock Order Form)

Associate – The term “associate” of a particular person means:

1) A corporation or organization, other than Wolverine Bank, Wolverine Bancorp, Inc. or a majority-owned subsidiary of these entities, of which the person is a senior officer, partner or 10% beneficial stockholder;

2) Any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity, excluding any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a fiduciary capacity; and

3) Any blood or marriage relative of the person, who either lives in the same home as the person or who is a director or officer of Wolverine Bank or Wolverine Bancorp, Inc.

Acting in Concert – The term “acting in concert” means:

1) Knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

2) A combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

Please see the Prospectus section entitled “The Conversion; Plan of Distribution – Limitations on Common Stock Purchases” for more information on purchase limitations and a more detailed description of “associates” and “acting in concert.”

(10) Acknowledgment, Certification and Signature (continued from front side of Stock Order Form)

I agree that after receipt by Wolverine Bancorp, Inc., this Stock Order Form may not be modified or cancelled without Wolverine Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding.] I acknowledge that my order does not conflict with the maximum purchase limitation of $350,000 for any individual person, or $500,000 overall purchase limitation for any person or entity together with associates of, or persons acting in concert with, such person, or entity, in all categories of the offering, combined, as set forth in the Plan of Conversion and the Prospectus dated November __, 2010.

Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT A DEPOSIT OR ACCOUNT AND ARE NOT FEDERALLY INSURED, AND ARE NOT GUARANTEED BY WOLVERINE BANCORP, INC. OR WOLVERINE BANK OR BY THE FEDERAL GOVERNMENT.

If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Office of Thrift Supervision Consumer Response Center at (800) 842-6929.

I further certify that, before purchasing the common stock of Wolverine Bancorp, Inc., I received the Prospectus dated November __, 2010, and that I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment described in the “Risk Factors” section beginning on page __, which risks include but are not limited to the following:

1. ENTER FINAL RISK FACTORS HERE

EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, BOTH AS AMENDED.

WOLVERINE BANCORP, INC.

Stock Order Form Instructions

Stock Information Center: (___)___-____

Stock Order Form Instructions – All orders are subject to the provisions of the stock offering as described in the prospectus.

Item 1 and 2 - Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The minimum purchase is 25 shares. Generally, the maximum purchase for any person is 35,000 shares (35,000 shares x $10.00 per share = $350,000). No person, together with “associates”, as defined in the prospectus, and persons “acting in concert”, as defined in the prospectus, may purchase more than 50,000 shares (50,000 shares x $10.00 per share = $500,000) of the common stock offered in the stock offering. For additional information, see “The Conversion; Plan of Distribution - Limitations on Common Stock Purchases” in the prospectus.

Item 3a - Payment for shares may be made by check, bank draft or money order payable to Wolverine Bancorp, Inc. DO NOT MAIL CASH. Your funds will earn interest at Wolverine Bank’s statement savings rate until the stock offering is completed.

Item 3b - To pay by withdrawal from a deposit account or certificate of deposit at Wolverine Bank insert the account number(s) and the amount(s) you wish to withdraw from each account. If more than one signature is required for a withdrawal, all signatories must sign in the signature box on the front of the Stock Order form. To withdraw from an account with checking privileges, please write a check. Wolverine Bank will waive any applicable penalties for early withdrawal from certificate of deposit accounts (CDs). A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the Stock Offering closes and earn their respective rate of interest, but will not be available for your use until the completion of the transaction.

Item 4 - Please check the appropriate box to tell us the earliest of the three dates that apply to you, or the local community or general public boxes if you were not a customer of Wolverine Bank on any of the key dates.

Item 5 - Please check one of these boxes if you are a director, officer or employee of Wolverine Bank or Wolverine Bancorp, Inc., or a member of such person’s household.

Item 6 - Please check the box, if applicable. If you check the box but have not subscribed for the maximum amount and did not complete Item 7, you may not be eligible to purchase more shares.

Item 7 - Check the box, if applicable, and provide the requested information. Attach a separate page, if necessary. In the Prospectus dated __________, 2010, please see the section entitled “The Conversion; Plan of Distribution - Limitations on Stock Purchases” for more information regarding the definition of “associate” and “acting in concert.”

Item 8 - The stock transfer industry has developed a uniform system of shareholder registrations that we will use in the issuance of Wolverine Bancorp, Inc. common stock. Please complete this section as fully and accurately as possible, and be certain to supply your social security or Tax I.D. number(s) and your daytime and evening phone numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding the registration of your stock, please consult your legal advisor or contact the Stock Information Center at (___) ___-____. Subscription rights are not transferable. If you are an eligible or supplemental eligible account holder or other member, to protect your priority over other purchasers as described in the prospectus, you must take ownership in at least one of the account holder’s names.

Item 9 - You should list any qualifying accounts that you have or may have had with Wolverine Bank in the box located under the heading “Qualifying Accounts”. For example, if you are ordering stock in just your name, you should list all of your account numbers as of the earliest of the three dates that you were a depositor. Similarly, if you are ordering stock jointly with another depositor, you should list all account numbers under which either of you are owners, i.e. individual accounts, joint accounts, etc. If you are ordering stock in your minor child’s or grandchild’s name under the Uniform Transfers to Minors Act, the minor must have had an account number on one of the three dates and you should list only their account number(s). If you are ordering stock as a corporation, you need to list just that corporation’s account number, as your individual account number(s) do not qualify. Failure to list all of your qualifying deposit account numbers may result in the loss of part or all of your subscription rights.

Item 10 - Sign and date the form where indicated. Before you sign please read carefully and review the information which you have provided and read the acknowledgement. Only one signature is required, unless any account listed in section 3b of this form requires more than one signature to authorize a withdrawal. Please review the Prospectus dated ___________, 2010 carefully before making an investment decision.

Should you have any questions, please call our Stock Information Center at (___) ___-____ Monday – Friday from 9:00 a.m. to 5:00 p.m., Eastern time, or stop by the Stock Information Center on Wednesdays and Thursdays from 9:00 through 5:00 p.m., except bank holidays.

(See Reverse Side for Stock Ownership Guide)

WOLVERINE BANCORP, INC.

Stock Ownership Guide

Stock Information Center: (__ ) ___-____

Stock Ownership Guide

Individual - The stock is to be registered in an individual’s name only. You may not list beneficiaries for this ownership.

Joint Tenants - Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. You may not list beneficiaries for this ownership.

Tenants in Common - Tenants in common may also identify two or more owners. When stock is to be held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common. You may not list beneficiaries for this ownership.

Individual Retirement Account - Individual Retirement Account (“IRA”) holders may potentially make stock purchases from their existing IRA if it is a self-directed IRA or through a prearranged “trustee-to-trustee” transfer if their IRA is currently at Wolverine Bank. The stock cannot be held in your Wolverine Bank account. Please contact your broker or self-directed IRA account provider as quickly as possible to explore this option, as it may take a number of weeks to complete a trustee-to-trustee transfer and place a subscription in this manner.

Registration for IRA’s:	On Name Line 1 - list the name of the broker or trust department followed by CUST or TRUSTEE.
	On Name Line 2 - FBO (for benefit of) YOUR NAME [IRA a/c #______].
	Address will be that of the broker / trust department to where the stock certificate will be sent.
	The Social Security / Tax I.D. number(s) will be either yours or your trustee’s, as the trustee directs.
	Please list your phone numbers, not the phone numbers of your broker / trust department.

Uniform Transfers To Minors Act - For residents of Michigan and many states, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfers to Minors Act. In this form of ownership, the minor is the actual owner of the stock with the adult custodian being responsible for the investment until the child reaches legal age. Only one custodian and one minor may be designated.

Registration for UTMA:	On Name Line 1 – print the name of the custodian followed by the abbreviation “CUST”
	On Name Line 2 – FBO (for benefit of) followed by the name of the minor, followed by UTMA-MI
	(or your state’s abbreviation)
	List only the minor’s social security number on the form.

Corporation/Partnership - Corporations/Partnerships may purchase stock. Please provide the Corporation/Partnership’s legal name and Tax I.D. To have subscription rights, the Corporation/Partnership must have an account in its legal name and Tax I.D. Please contact the Stock Information Center to verify depositor rights and purchase limitations.

Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates, Guardianships, etc.) are established under a form of trust agreement or pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity.

Instructions: On the first name line, print the first name, middle initial and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line. Following the name, print the fiduciary title, such as trustee, executor, personal representative, etc. On the second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.). In the blank after “Under Agreement Dated,” fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will.

Should you have any questions, please call our Stock Information Center at (___) ___-____ Monday – Friday from 9:00 a.m. to 5:00 p.m., Eastern time, or stop by the Stock Information Center on Wednesdays and Thursdays from 9:00 through 5:00 p.m, except bank holidays.

(See Reverse Side for Stock Order Form Instructions)

EX-99.6

Exhibit 99.6

June 21, 2010

David H. Dunn

President and CEO

Wolverine Bank

118 Ashman Street

Midland, MI 48640

Dear Mr. Dunn:

Based upon our recent discussions, FinPro, Inc. (“FinPro”) is pleased to submit this proposal to assist Wolverine Bank (“the Bank”) create a Strategic Business Plan suitable for regulatory submission as part of a stock offering, which will address the deployment of capital raised in the stock offering.

1. Scope of Project

The Plan will be specifically designed to build and measure value for a five-year time horizon. As part of the Plan compilation, FinPro will perform the following major tasks:

• assess the regulatory, social, political and economic environment;

• analyze the existing Bank markets from a:

• demographic standpoint;

• customer segment standpoint;

• product propensity standpoint;

• business standpoint;

• competitive standpoint;

• document the internal situation assessment;

• analyze the current ALM position;

• analyze the CRA position;

• compile a historical trend analysis;

• perform detailed peer performance and comparable analysis;

• assess the Bank from a capital markets perspective including comparison to national, regional, and similar size organizations;

• identify and document strengths and weaknesses;

• document the objectives and goals;

• document strategies;

• map the Bank’s general ledger to FinPro’s planning model;

• compile five year projections of performance;

• prepare assessment of strategic alternatives to enhance value; and

• undertake such other tasks as may be necessary for the Strategic Plan to meet regulatory requirements.

20 Church Street — P.O. Box 323 — Liberty Corner, NJ 07938-0323 — Tel: 908.604.9336 — Fax: 908.604.5951 finpro@finpronj.com — www.finpronj.com

As part of this process, FinPro will conduct at least two planning sessions with the Bank and its Board. The first session will be a situation assessment retreat and the second will be a presentation and detailed discussion of the recommended plan scenario and its alternatives.

2. Requirements of the Bank

To accomplish the tasks set forth in this proposal, the following information and work effort is requested of the Bank:

• provide FinPro with all financial and other information, whether or not publicly available, necessary to familiarize FinPro with the business and operations of the Bank.

• allow FinPro the opportunity, from time to time and at reasonable times and locations, to discuss the operation of the Bank business with bank personnel.

• promptly advise FinPro of any material or contemplated material transactions which may have an effect on the day-to-day operations of the Bank.

• have system download capability.

• promptly review all work products of FinPro and provide necessary sign-offs on each work product so that FinPro can move on to the next phase if the work product meets the terms of this letter and is satisfactory to the Bank.

• provide FinPro with office space, when FinPro is on-site, to perform its daily tasks. The office space requirements consist of a table with at least two chairs along with access to electrical outlets for FinPro’s computers and a high speed internet connection.

3. Term of the Agreement and Staffing

It is anticipated that it will take approximately six to eight weeks of elapsed time to complete the tasks outlined in this proposal. During this time, FinPro may have qualified professionals on-site at the Bank’s facilities on a regular basis, during normal business hours. Any future work that would require extra expense to the Bank will be proposed on separately from this engagement prior to any work being performed. FinPro and its employees will comply with all of the Bank’s safety, security and other policies while on the Bank’s premises.

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4. Fees and Expenses

Fees:

FinPro fees to complete the tasks outlined in this proposal will be as follows:

Strategic Business Plan $ 45,000

FinPro’s fee for this engagement is $45,000 (plus all reasonable and properly documented out-of-pocket and pass-through expenses as outlined below). This fee shall be payable as follows:

• $15,000 retainer payable at signing of this agreement;

• $20,000 payable at the end of the first board meeting;

• Remainder of the strategic business plan and expenses payable upon delivery of final business plan acceptable to the Bank.

Expenses:

In addition to any fees that may be payable to FinPro hereunder, the Bank hereby agrees to promptly (but not less than quarterly) reimburse FinPro for the following:

1. Out-of-Pocket - all of FinPro’s reasonable travel and other out-of-pocket expenses incurred in connection with FinPro’s engagement. It is FinPro policy to itemize expenses for each project so that the client can review, by line item, each expense.

2. Data Cost - pass through cost for market data which is equal to $500 per market. A market is defined as each branch market or zip code for which specific market data is provided. In this case FinPro expects to have a data passthrough cost for 4 markets, or $2,000. There is also a pass through cost for competitor financial/regulatory data which is equal to $1,000.

FinPro has included with this proposal an executed confidentiality agreement with the Bank. The Bank acknowledges that all opinions, valuations and advice (written or oral) given by FinPro to the Bank in connection with FinPro’s engagement are intended solely for the benefit and use of the Bank (and its directors, management, and attorneys) in connection with the matters contemplated hereby and the Bank agrees that no such opinion, valuation, or advice shall be used for any other purpose, except with respect to the opinion and valuation which may be used for the proper corporate purposes of the client, or reproduced, or disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall any public references to FinPro be made by the Bank (or such persons), without the prior written consent of FinPro, which consent shall not be unreasonably withheld.

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This proposal will expire 30 days from this date unless accepted by you in accordance with the terms below. Any changes to this proposal will require FinPro, Inc. approval.

Please sign and return one of the original copies of this agreement along with the retainer to indicate acceptance of the agreement. We hope that we might be selected to work with the Bank on this endeavor and are excited about building a relationship with the Bank.

By,

/s/ Scott Martorana Scott Martorana	/s/ David H. Dunn David H. Dunn
Managing Director	President and CEO
FinPro, Inc.	Wolverine Bank
June 21, 2010	June 22, 2010
Date	Date

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EX-99.7

Exhibit 99.7

June 24, 2010

Wolverine Bank

5710 Eastman Ave.

Midland, MI 48640

Attention: Mr. David H. Dunn

President & CEO

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the Conversion Agent to Wolverine Bank (the “Bank”) in connection with the Bank’s proposed conversion from the mutual to stock form of organization pursuant to the Bank’s Plan of Conversion (the “Conversion”), including the offer and sale of certain shares of the common stock (the “Common Stock”) of a holding company (the “Holding Company”) to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering (the Subscription Offering, the Community Offering and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). The Bank and the Holding Company are collectively referred to herein as the “Company”. This letter sets forth the terms and conditions of our engagement.

Conversion Agent Services: As Conversion Agent, and as the Company may reasonably request, KBW will provide the following services:

1. Consolidation of Accounts and Development of a Central File, including, but not limited to the following:

• Consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements;

• Create the master file of account holders as of key record dates; and

• Provide software for the operation of the Company’s Stock Information Center, including subscription management and proxy solicitation efforts

2. Preparation of Proxy Forms; Proxy Solicitation and Special Meeting Services, including, but not limited to the following:

• Assist the Company’s financial printer with labeling of proxy materials for voting and subscribing for stock;

• Provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials;

Keefe, Bruyette & Woods — 10 S. Wacker Dr., Suite 3400 — Chicago, IL 60606

312.423.8200 — Toll Free: 800.929.6113 — Fax: 312.423.8232

Wolverine Bank

June 24, 2010

Page 2 of 5

• Proxy and ballot tabulation; and

• Act as Inspector of Election for the Bank’s special meeting of members, if requested, and the election is not contested.

3. Subscription Services, including, but not limited to the following:

• Assist the Company’s financial printer with labeling of stock offering materials for mailing to persons eligible to subscribe for stock;

• Provide support for any follow-up mailings to members, as needed, including additional solicitation materials;

• Stock order form processing and production of daily reports and analysis;

• Provide supporting account information to the Company’s legal counsel for ‘blue sky’ research and applicable registration;

• Assist the Company’s transfer agent with the generation and mailing of stock certificates;

• Perform interest and refund calculations and provide a file to enable the Company to generate interest and refund checks;

• Create 1099-INT forms for interest reporting, as well as magnetic media reporting to the IRS, for subscribers paid $10 or more in interest for subscriptions paid by check

Fees: For the Conversion Agent services outlined above, the Bank agrees to pay KBW a fee of $25,000. This fee is based upon the requirements of current banking regulations, the Bank’s Plan of Conversion as currently contemplated, and the expectation that member data will be processed as of three key record dates. Any material changes in regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees. All fees under this agreement shall be payable as follows: (a) $10,000 payable upon execution of this agreement, which shall be non-refundable; and (b) the balance upon the completion of the Offering.

Costs and Expenses: In addition to any fees that may be payable to KBW hereunder, the Bank agrees to reimburse KBW, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, travel, lodging, food, telephone, postage, listings, forms and other similar expenses up to $2,500; provided, however, that KBW shall document such expenses to the reasonable satisfaction of the Bank. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

Reliance on Information Provided: The Company agrees to provide KBW with such information as KBW may reasonably require to carry out its services under this agreement. The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification or any appraisal or physical inspection of properties or assets.

Wolverine Bank

June 24, 2010

Page 3 of 5

Limitations: KBW, as Conversion Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

The Company also agrees neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall be liable to any person or entity, including the Company, by reason of any error of judgment, or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of KBW’s bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution.

Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of such loss or damage and regardless of the form of action.

Indemnification: The Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees, and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the engagement of KBW pursuant to, and the performance by KBW of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including counsel fees and expenses) as they are incurred, including expenses incurred in connection with investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a Party. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW’s bad faith or gross negligence.

Wolverine Bank

June 24, 2010

Page 4 of 5

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

This letter constitutes the entire Agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement is governed by the laws of the State of New York applicable to contracts executed in and to be performed in that state, without regard to such state’s rules concerning conflicts of laws. Any right to trial by jury with respect to any claim or action arising out of this agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

Wolverine Bank

June 24, 2010

Page 5 of 5

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
By:
	Harold T. Hanley III
	Managing Director
Wolverine Bank
By:	/s/ David H. Dunn	Date:	7-2-2010
	David H. Dunn
	President & CEO