S-1

As filed with the Securities and Exchange Commission on December 12, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PCSB Financial Corporation

PCSB Bank 401(k) Savings Plan

(Exact Name of Registrant as Specified in Its Charter)

Maryland	6036	Pending
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2651 Strang Blvd., Suite 100

Yorktown Heights, NY 10598

(914) 248-7272

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph D. Roberto

President and Chief Executive Officer

PCSB Financial Corporation

2651 Strang Blvd., Suite 100

Yorktown Heights, NY 10598

(914) 248-7272

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Kip A. Weissman, Esq.

Victor L. Cangelosi, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

(202) 274-2000

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:  ☒

If this Form is filed to register additional shares 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	☐

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	21,604,360 shares	$10.00	$216,043,600 (1)	$25,040
Participation Interests	1,437,734 (2)			(2)

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

(2) The securities to be purchased by the PCSB Bank 401(k) Savings Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests.

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 statement 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

PCSB BANK 401(k) SAVINGS PLAN

Offering of Participation Interests in up to 1,437,734 Shares of

PCSB FINANCIAL CORPORATION

Common Stock

In connection with the conversion of PCSB Bank, a New York mutual savings bank headquartered in Yorktown Heights, New York, from the mutual to the stock form of organization, PCSB Financial Corporation, a newly formed Maryland corporation and holding company of PCSB Bank (“PCSB Financial”), is offering shares of common stock for sale at $10.00. Accordingly, in connection with the conversion, PCSB Financial is allowing participants in the PCSB Bank 401(k) Savings Plan (the “401(k) Plan”) to invest all or a portion of their 401(k) Plan accounts in the common stock of PCSB Financial (the “Common Stock”). Based upon the value of the 401(k) Plan assets at September 30, 2016, the trustee of the 401(k) Plan trustee could purchase up to 1,437,734 shares of PCSB Financial Common Stock, at the purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest all or a portion of their 401(k) Plan accounts in PCSB Financial Common Stock at the time of the stock offering.

Before you consider investing, you should read the prospectus of PCSB Financial dated             , 2016, which is provided with this prospectus supplement. It contains detailed information regarding the conversion, the stock offering of PCSB Financial and the financial condition, results of operations and business of PCSB Bank. This prospectus supplement provides information regarding the 401(k) 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 “Risk Factors” beginning on page      of the prospectus.

The interests in the 401(k) Plan and the offering of the shares of PCSB Financial Common Stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, 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 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 PCSB Financial, in the stock offering, of PCSB Financial Common Stock acquired by the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of PCSB Financial Common Stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the prospectus. PCSB Financial, PCSB Bank and the 401(k) 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 PCSB Financial Common Stock shall under any circumstances imply that there has been no change in the affairs of PCSB Financial, PCSB Bank, or the 401(k) 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             , 2017.

TABLE OF CONTENTS

THE OFFERING	1
Securities Offered	1
Election to Purchase Common Stock	2
Purchase Priorities	2
Purchase in the Offering and Oversubscriptions	3
Minimum and Maximum Investment	4
Value of 401(k) Plan Assets	5
How to Order Common Stock in the Offering	5
Special Investment Election Form Delivery Deadline	6
Irrevocability of Transfer Direction	6
Future Direction to Purchase and Sell Common Stock	6
Voting Rights of Common Stock	7
DESCRIPTION OF THE 401(K) PLAN	8
Introduction	8
Eligibility and Participation	8
Contributions under the 401(k) Plan	9
Limitations on Contributions	9
Benefits under the 401(k) Plan	10
Withdrawals and Distributions from the 401(k) Plan	10
Investment of Contributions and Account Balances	11
Performance History and Description of Funds	12
Administration of the 401(k) Plan	14
Amendment and Termination	15
Merger, Consolidation or Transfer	15
Federal Income Tax Consequences	15
Before Making a Decision to Invest, Please Review Your Rights Concerning Employer Securities and The Importance of Diversification	17
Additional ERISA Considerations	17
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	18
Financial Information Regarding 401(k) Plan Assets	19
LEGAL OPINION	19

THE OFFERING

Securities Offered PCSB Financial is offering participants in the 401(k) Plan the opportunity to purchase common stock of PCSB Financial. Based on the fair market value of the 401(k) Plan’s assets as of September 30, 2016, at the purchase price of $10.00 per share, the 401(k) Plan may acquire up to 1,437,734 shares of PCSB Financial Common Stock in the stock offering.   Only employees of PCSB Bank may become participants in the 401(k) Plan and only participants, including former employees of PCSB Bank with an account balance in the 401(k) Plan, may purchase participation interests in shares of PCSB Financial Common Stock. All references to the purchase of PCSB Financial Common Stock contained in this document refer to participation interests in PCSB Financial Common Stock. A participation interest represents indirect ownership of PCSB Financial Common Stock. The interest is indirect since the PCSB Financial Common Stock will be held in the 401(k) Plan.   Your investment in shares of PCSB Financial Common Stock in connection with the stock offering is subject to the purchase priorities listed below under “Purchase Priorities.”   Information with regard to the 401(k) Plan and your opportunity to invest in shares of PCSB Financial Common Stock is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of PCSB Banorp and PCSB Bank is contained in the accompanying prospectus. The address of the principal executive office of PCSB Financial and PCSB Bank is 2651 Strang Blvd., Yorktown Heights, New York 10598. PCSB Bank’s telephone number at this address is (914) 248-7272.   All questions about this prospectus supplement should be addressed to Ruth Leser, Senior Vice President/Director of Human Resources at PCSB Bank; telephone number: (914) 248-7272; fax number: (914) 248-4311; email: RLeser@mypcsb.com.   Questions about the stock offering, the prospectus, or obtaining a stock order form to purchase stock in the offering outside the 401(k) Plan may be directed to the Stock Information Center at (___) ___-____. The Stock Information Center will be open beginning ________, 2017 between __:00 a.m. and __:00 p.m., Eastern Time, on Monday through Friday. The Stock Information Center will be closed on weekends and bank holidays.  

Election to Purchase Common Stock

In connection with the stock offering, you may elect to transfer all or a part of your account balances in the 401(k) Plan to be used to purchase PCSB Financial Common Stock in the stock offering at $10.00 per share. The trustee of the 401(k) Plan will purchase PCSB Financial Common Stock at $10.00 per share, in accordance with your directions. However, such directions are subject to purchase priorities and purchase limitations, as described below. Following the stock offering, the shares of PCSB Financial Common Stock acquired by the trustee in the stock offering will held in an account in the 401(k) Plan titled the “PCSB Financial Stock Fund.”

Purchase Priorities

All 401(k) Plan participants are eligible to purchase PCSB Financial Common Stock in the offering. However, such directions are subject to the purchase priorities in the Plan of Conversion of PCSB Bank, which provides for a subscription offering, a community offering and a firm commitment underwritten offering. In the offering, purchase priorities, in descending order, are as follows and apply in case more shares of PCSB Financial Common Stock are ordered than are available for sale (an “oversubscription”): Subscription Offering: (1)    Depositors of PCSB Bank with aggregate account balances of at least $100 as of the close of business on September 30, 2015, get first priority. (2)    PCSB Bank’s tax-qualified plans, including the employee stock ownership plan, get second priority. (3)    Depositors of PCSB Bank with aggregate account balances of at least $100 as of the close of business on [SERD] get third priority. Community Offering, if held: (4)    Shares of PCSB Financial 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 first to natural persons residing in the New York counties of Dutchess, Putnam, Rockland and Westchester. Firm Commitment Underwritten Offering: (5)    Shares of Common Stock not purchased in the subscription offering may be offered for sale in a syndicated or a firm commitment underwritten offering, subject to such terms, conditions and procedures as PCSB Financial may determine, in a manner that will achieve wide distribution of PCSB Financial Common Stock.

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If you fall into subscription offering categories (1) or (3), you have subscription rights to purchase PCSB Financial Common Stock in the subscription offering. If you are not eligible in the subscription offering, you may be eligible to purchase in the community offering, if shares remain available for sale in the community offering. You may use funds in the 401(k) Plan to pay for the shares of PCSB Financial Common Stock. You may also be able to purchase shares of PCSB Financial Common Stock in the subscription offering even though you are ineligible to purchase through subscription offering categories (1) or (3) through subscription offering category (2), reserved for its tax-qualified employee plans. You may place an order for the purchase of shares of PCSB Financial Common Stock by using the enclosed Special Investment Election Form, to be completed and submitted in the manner described below under “How to Order Common Stock in the Stock Offering through the 401(k) Plan.” If your stock order cannot be filled through subscription offering category (2), your order will be treated as a community offering order. Subscription offering orders will have preference over community offering orders in the event of oversubscription. The above-listed purchase priorities will also apply to any purchase of PCSB Financial Common Stock outside the 401(k) Plan. If you are eligible to purchase shares of PCSB Financial Common Stock in the subscription offering, as listed above, you will separately receive an offering materials package in the mail, including a stock order form. You may use the stock order form to subscribe for shares outside the 401(k) Plan. Please refer to the offering prospectus for information on how to make such purchases. If you wish to subscribe for shares of PCSB Financial outside the 401(k) Plan and you are not eligible to participate in the subscription offering, you may request offering materials by calling our Stock Information Center, toll-free, at (___) ___-____. Your order would be placed in the community offering, if held. Orders received in the subscription offering take precedence over the community offering orders in the event the stock offering is oversubscribed.

Purchase in the Offering and Oversubscriptions

The trustee of the 401(k) Plan will purchase shares of PCSB Financial Common Stock in the stock offering in accordance with your directions set forth in the Special Investment Election Form. At the conclusion of the “401(k) Offering Period” (as defined below in the Section on “How to Order Common Stock in the Offering”), the amount that you designate to be used to purchase shares of

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PCSB Financial Common Stock will be sold from your existing investment funds held in the 401(k) Plan and the proceeds transferred to a separate account maintained by the 401(k) Plan (the “PCSB Financial Stock Fund”). The proceeds transferred to the PCSB Financial Stock Fund will be held separately from your other 401(k) Plan assets, pending the formal completion of the stock offering several weeks later. Prior to the completion of the stock offering, we will determine whether all or any portion of your order will be filled (if the offering is oversubscribed, you may not receive any, or all of, your order, depending on your purchase priority, as described above). The amount that can be used toward your order will be applied to the purchase of shares of PCSB Financial Common Stock. In the event the offering is oversubscribed, i.e., there are more orders for PCSB Financial 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 PCSB Financial Common Stock in the offering, the amount that cannot be invested in PCSB Financial Common Stock and any interest earned on such amount will be transferred from the separate account maintained by the 401(k) Plan and reinvested in the existing investment funds of the 401(k) Plan, in accordance with your then-existing investment elections (in proportion to your investment direction for future contributions). The prospectus describes the allocation procedures in the event of an oversubscription. If you choose not to direct the investment of your 401(k) Plan account balances towards the purchase of PCSB Financial Common Stock in the offering, your account balances will remain in the investment funds of the 401(k) Plan as previously directed by you.

Minimum and Maximum Investment

In connection with the stock offering, the 401(k) Plan will permit you to direct the trustee to transfer all or a part of your 401(k) Plan account balance (excluding any investment in the current PCSB Financial Stock Fund) to be used to purchase PCSB Financial Common Stock in the offering, subject to the maximum purchase limits for investors set forth in the prospectus. The trustee of the 401(k) Plan will then subscribe for shares of the PCSB Financial Common Stock offered for sale in the offering, in accordance with each participant’s direction. The trustee will pay $10.00 per share, which will be the same price paid by all other persons who purchase shares in the subscription and community offerings. In order to purchase PCSB Financial Common Stock through the 401(k) Plan, the minimum investment is $250, which will purchase 25 shares. The prospectus describes further the maximum purchase limits for investors in the stock offering.

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Value of 401(k) Plan Assets

As of September 30, 2016, the market value of the assets of the 401(k) Plan was approximately $14,377,348.

How to Order Common Stock in the Offering

Enclosed is a Special Investment Election Form on which you can elect to purchase PCSB Financial Common Stock in the offering. This is done by following the procedures described below. Please note the following stipulations concerning this election: •    You can elect to transfer all or a percentage of your current 401(k) Plan account on your Special Investment Election Form to purchase PCSB Financial Common Stock. •    Your election is subject to a minimum purchase of 25 shares, which equals $250. •    Your election, plus any order you placed outside the 401(k) Plan, are together subject to a maximum purchase of 20,000 shares, which equals $200,000. Please see the Prospectus of PCSB Financial for additional purchase limitations. •    The election period for the 401(k) Plan purchases ends at 5:00 p.m., Eastern Time, on _____________, 2017 (the “401(k) Plan Offering Period”). •    After your election is accepted, funds will be transferred from each of your designated accounts and the transferred amount will remain in an interest-bearing account until the conversion closes. At that time, the shares of Common Stock purchased based on your election will be transferred to the PCSB Financial 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 Pentegra Adv Conservative Asset Allocation Strategy to be reinvested 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 PCSB Financial Stock Fund among all the other investment funds on a daily basis.

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	If you wish to use all or a portion of your account balance in the 401(k) Plan to purchase PCSB Financial Common Stock in the stock offering, you should indicate that decision on your Special Investment Election Form. If you do not wish to make an election, you should check the box at the bottom of the Special Investment Election Form. You may return the form in one of several ways: (1) by using the enclosed self-addressed envelope, (2) by faxing it to (973) 439-3943, (3) by delivering it in person, (4) by email at rleser@mypscb.com, or (5) by interoffice mail to Ruth Leser, Senior Vice President/Director of Human Resources at PCSB Bank, 2651 Strang Blvd., Yorktown Heights, New York 10598, to be received no later than 5:00 p.m., Eastern Time, on _____________, 2017.
Special Investment Election Form Delivery Deadline	If you wish to purchase shares of PCSB Financial Common Stock through the 401(k) Plan, you must return your Special Investment Election Form to Ruth Leser, Senior Vice President/Director of Human Resources at PCSB Bank, 2651 Strang Blvd., Yorktown Heights, New York 10598 or by faxing it to (914) 248-4311, to be received no later than __:00 p.m., Eastern Time, on __________, 2017. You may return your Special Investment Election Form by hand delivery, mail, using the self-addressed pre-paid envelope, email (sending it to Ruth Leser, Senior Vice President/Director of Human Resources), or faxing it, so long as it is returned by the time specified.
Irrevocability of Transfer Direction	Once you make an election to purchase shares of PCSB Financial Common Stock in the stock offering through the 401(k) Plan, you may not change your election. Your election is irrevocable.
Future Direction to Purchase and Sell Common Stock	You will be able to purchase or sell shares of PCSB Financial Common Stock through the 401(k) Plan after the stock offering. In accordance with the 401(k) Plan procedures, you may direct that your future contributions or all or a portion of your account balance in the 401(k) Plan (excluding any investment in the current PCSB Financial Stock Fund) be transferred to the PCSB Financial Stock Fund to be used to purchase shares of PCSB Financial Common Stock. After the stock offering, to the extent that shares are available, the trustee of the 401(k) Plan will acquire shares of PCSB Financial Common Stock at your election in open market transactions at the prevailing price, which may be less than or more than $10.00 per share. You may change your investment allocation on a daily basis.

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Special restrictions may apply to purchasing shares of PCSB Financial Common Stock by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the purchase and sale of securities by officers, directors and principal stockholders of PCSB Financial. Please note that if you are an officer of PCSB Bank that is restricted by the regulations of the Board of Governors of the Federal Reserve System from selling shares of PCSB Financial Common Stock acquired in the stock offering for one year, the PCSB Financial Common Stock that you purchased in the stock offering will not be tradable until the one-year trading restriction has lapsed.

Voting Rights of Common Stock

Each participant or beneficiary who has an interest in the PCSB Financial Stock Fund shall be entitled to direct the trustee of the 401(k) Plan or its agent with respect to the voting of the shares of PCSB Financial Common Stock allocated to his or her account in the PCSB Financial Stock Fund. If a participant with an interest in shares of PCSB Financial Common Stock in the PCSB Financial Stock Fund fails to vote the shares allocated to his or her account, then the trustee shall vote the shares allocated to the participants account for whom no timely voting instructions have been received in the same proportion as those shares of PCSB Financial Common Stock for which instructions were timely received by the trustee.

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DESCRIPTION OF THE 401(K) PLAN

Introduction

PCSB Bank (formerly, “Putnam County Savings Bank, and hereafter referred to as the “Bank”) originally adopted the 401(k) Plan effective as of April 1, 1991, and subsequently amended and restated the 401(k) Plan on several occasions, most recently, as of May 1, 2015. The 401(k) Plan is a tax-qualified plan 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”).

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

Employee Retirement Income Security Act (“ERISA”). The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) 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 for 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 401(k) 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 401(k) Plan.

Reference to Full Text of 401(k) Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan and the Summary Plan Description. Copies of the 401(k) Plan and the Summary Plan Description are available to all employees by filing a request with the 401(k) Plan administrator at PCSB Bank, 2651 Strang Blvd., Yorktown Heights, New York 10598. You are urged to read carefully the full text of the 401(k) Plan.

Eligibility and Participation

Employees who are at least age 21 and complete twelve months of service (a “period of service”) are eligible to participate in the 401(k) Plan on the first day of the payroll period following the date the employee satisfies the eligibility requirements.

As of September 30, 2016, there were approximately 170 employees and former employees eligible to participate in the 401(k) Plan and 139 employees were actually participating in the 401(k) by making deferrals. The 401(k) Plan Year is January 1 to December 31.

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Contributions under the 401(k) Plan

Salary Deferrals. You are permitted to defer, on a pre-tax basis, a specific percentage or dollar amount of your compensation, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on your behalf. The 401(k) Plan imposes a limit on your deferrals, which is no less than 1% and no more than 25% of your compensation each year up to the tax law limit on elective deferrals, which for 2017, is $18,000. For purposes of the 401(k) Plan, “compensation” generally means your total compensation that is subject to income tax and paid to you during the plan year. In accordance with Internal Revenue Service (the “IRS”) limitations, the annual compensation of each participant taken into account under the 401(k) Plan, for 2017, is limited to $270,000 (and as may be increased annually by the IRS). You may change the contribution rate of your pre-tax deferrals four times per year.

Matching Employer Contributions. The Bank will make a matching employer contribution equal to 75% of a participant’s elective deferrals (including employee catch-up contributions), on up to 6% of a participant’s compensation.

Employer Profit Sharing Contribution. Effective for employees hired on or after October 1, 2012 who become participants in the 401(k) Plan, the Bank will make a profit sharing contribution equal to 5% of the compensation of all participants eligible to share in allocations.

Limitations on Contributions

Limitations on Employee Salary Deferrals. For the 401(k) Plan Year beginning January 1, 2017, the amount of your before-tax contributions may not exceed $18,000 per calendar year. In addition, if you are at least 50 years old in 2017, you will be able to make a “catch-up” contribution of up to $6,000 in addition to the $18,000 limit. The “catch-up” contribution limit may be adjusted periodically by law, based on changes in the cost of living. Contributions in excess of these limits, as applicable to you, are known as excess deferrals. If you defer amounts in excess of these limitations, as applicable to you, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

Contribution Limit. Generally, the law imposes a maximum limit on the amount of contributions you may receive under the 401(k) Plan. This limit applies to all contributions to the 401(k) Plan, including your salary deferrals and all other employer contributions made on your behalf during the year, excluding earnings and any transfers/rollovers. For the 401(k) Plan Year beginning January 1, 2017, this total cannot exceed the lesser of $54,000 or 100% of your annual compensation.

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Benefits under the 401(k) Plan

Vesting. At all times, you have a fully vested, nonforfeitable interest in the salary deferrals you have made to the 401(k) Plan. In addition, rollover contributions and actual earnings thereon are 100% vested at all times.

Employer profit sharing contributions and matching contributions are subject to the following vesting schedule:

Vesting Schedule
Profit Sharing and/or Matching Contributions
Period of Service	Vested Percentage
Less than 2 years	0
2	20
3	40
4	60
5	80
6	100

You will be credited with a “period of service” for each twelve-month period from your date of employment until the date you terminate employment, however, periods of service prior to age 18 will not count nor will periods during which you have terminated employment. You will also become fully vested in your accounts if you attain your early retirement date (the first day of the month after you attain age 60) or if you attain your normal retirement date (the first day of the month coinciding with or following your attainment of age 65) or if you die or become disabled.

Withdrawals and Distributions from the 401(k) Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a 401(k) Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan prior to the participant’s termination of employment with the employer.

In-Service Withdrawals. In-service withdrawals are permitted with respect to employee pre-tax elective deferrals and the earnings thereon, and are limited to two per year. In-service withdrawals of employee rollover contribution and earnings, and employer matching contributions and earnings are permitted only in the event of hardship or attainment of age 59 1/2.

Withdrawals upon Termination. You may request a distribution from your account following your termination of employment. Following your termination, you may elect to leave your account balance in the 401(k) Plan and defer commencement of receipt of your vested balance until no later than April 1 of the calendar year following the calendar year in which you attain age 70 ¹⁄₂, except to the extent your vested account balance as of the date of termination is less than $1,000, in which case your interest in the 401(k) Plan will be cashed out. You may make withdrawals from your account at any time after terminating employment and may continue to change investment instructions with respect to your remaining account balance.

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Disability. In the event you become disabled in accordance with the definition of disability under the 401(k) Plan, you will be entitled to the same withdrawal rights as if terminating employment.

Form of Distribution. Your benefits under the 401(k) Plan will be distributed to you or your beneficiary in one of the following forms: (i) a single lump-sum payment; or (ii) substantially equal installments not to exceed 10 years. Notwithstanding the foregoing, if your account balance does not exceed $5,000 your vested account balance can only be distributed to you in a single lump-sum payment.

Pre-Retirement Death. In the event of your death, the value of your account will be payable to your beneficiary. Payment will be made in a lump sum, unless the payment would exceed $5000. If the payment exceeds $5,000, then your beneficiary may elect to receive the benefit in either a lump sum or in annual installments over a period not to exceed 10 years.

Loans. Loans will be permitted from your account under the 401(k) Plan, subject to certain restrictions. Loans will not be made in an amount less than $1,000 or greater than $50,000.

Investment of Contributions and Account Balances

All amounts credited to your accounts under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”) which is administered by the trustee appointed by the Bank’s board of directors. 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 investment options:

1. American Beacon Large Cap Value Fund

2. American Funds EuroPacific Growth Fund

3. DFA U.S. Small Cap Portfolio

4. Fidelity 500 Index Fund (Inv)

5. Pentegra Adv. Aggressive Asset Allocation Strategy (O)

6. Pentegra Adv Conservative Asset Allocation Strategy (O)

7. Pentegra Adv Moderate Asset Allocation Strategy (O)

8. Pentegra Adv Moderate Aggressive Allocation Strategy (O)

9. Pentegra Adv Moderate Conservative Asset Allocation Strategy (O)

10. T. Rowe Price Blue Chip Growth Fund

11. Vanguard Mid-Cap Index Fund (Adm)

12. Vanguard Total Bond Market Fund (Adm)

13. Wells Fargo Stable Value Fund (J)

14. PCSB Financial Stock Fund

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Performance History and Description of Funds

The following provides performance data with respect to the investment options available under the 401(k) Plan:

Fund	Performance as of September 30, 2016
	Last 3-Months			Last 12 Months			Trail 3 Year Annualized			Trail 5 Year Annualized			Trail 10 Year Annualized
American Beacon Large Cap Value Fund		5.73	%		10.99	%		6.79	%		14.85	%		5.46	%
American Funds EuroPacific Growth Fund		8.23	%		8.52	%		3.34	%		9.11	%		4.19	%
DFA U.S. Small Cap Portfolio		7.00	%		13.82	%		7.28	%		16.84	%		8.21	%
Fidelity 500 Index Fund (Inv)		3.84	%		15.34	%		11.07	%		16.28	%		7.17	%
Pentegra Adv. Aggressive Asset Allocation Strategy (O)		3.89	%		10.64	%		N/A			N/A			4.92	%*
Pentegra Adv Conservative Asset Allocation Strategy (O)		1.60	%		5.89	%		N/A			N/A			3.23	%*
Pentegra Adv Moderate Asset Allocation Strategy (O)		2.87	%		8.70	%		N/A			N/A			4.49	%*
Pentegra Adv Moderate Aggressive Allocation Strategy (O)		3.42	%		9.70	%		N/A			N/A			4.80	%*
Pentegra Adv Moderate Conservative Asset Allocation Strategy (O)		2.32	%		7.60	%		N/A			N/A			4.18	%
T. Rowe Price Blue Chip Growth Fund		7.52	%		11.34	%		11.56	%		17.86	%		9.11	%
Vanguard Mid-Cap Index Fund (Adm)		5.18	%		12.64	%		9.90	%		16.52	%		8.20	%
Vanguard Total Bond Market Fund (Adm)		0.41	%		5.31	%		3.98	%		3.00	%		4.77	%
Wells Fargo Stable Value Fund (J)		0.24	%		0.91	%		0.80	%		0.94	%		1.95	%
PCSB Financial Stock Fund		N/A			N/A			N/A			N/A			N/A	**

* Since fund inception.

** The fund is effective             , 2017 and therefore it does not have an investment history.

The following is a description of each of the 401(k) Plan’s investment funds and other investments:

American Beacon Large Cap Value Fund. The Fund seeks long-term capital appreciation and current Income. The Fund invests primarily in equity securities of large-cap U.S. companies. The assets of the Fund are allocated among different sub-advisors who typically seek to invest in companies believed to be undervalued at the time of purchase

American Funds EuroPacific Growth Fund. The Fund seeks long-term growth of capital. The Funds invests primarily in common stocks of issuers in Europe and the Pacific Basin that the investment adviser believes have the potential for growth. Growth stocks are stocks that the investment adviser believes have the potential for above-average capital appreciation. The Fund may invest a portion of its assets in common stocks and other securities of companies in emerging markets.

DFA U.S. Small Cap Portfolio. The Fund seeks long-term capital appreciation. The Fund purchases a broad and diverse group of readily marketable securities of U.S. small cap companies. The Fund may use derivatives to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.

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Fidelity 500 Index Fund (Inv). The Fund seeks investment results that correspond to the total return performance of common stocks publicly traded in the United States. The Fund normally invests primarily in common stocks included in the S&P 500 Index, which broadly represents the performance of common stocks publicly traded in the U.S.

Pentegra Adv. Aggressive Asset Allocation Strategy (O). The Fund seeks a total return through capital appreciation. The Fund is a “fund of funds” that invests primarily in a diversified portfolio of equity, fixed-income and cash equivalents funds that meets the Fund’s investment criteria. The Fund targets 80% to equity funds and 20% to fixed income and cash equivalents funds. The Sub-Adviser combines both qualitative and quantitative factors in its analysis of potential and selected investment strategies for the Funds.

Pentegra Adv Conservative Asset Allocation Strategy (O). The Fund seeks a combination of current income and capital appreciation. The Fund is a “fund of funds” that invests primarily in a diversified portfolio of equity, fixed-income and cash equivalents funds that meets the Fund’s investment criteria. The Fund targets 20% to equity funds and 80% to fixed income and cash equivalents funds. The Sub-Adviser combines both qualitative and quantitative factors in its analysis of potential and selected investment strategies for the Funds.

Pentegra Adv Moderate Asset Allocation Strategy (O). The Fund seeks a combination of capital appreciation and current income. The Fund is a “fund of funds” that invests primarily in a diversified portfolio of equity, fixed-income and cash equivalents funds that meets the Fund’s investment criteria. The Fund targets 50% to equity funds and 50% to fixed income and cash equivalents funds. The Sub-Adviser combines both qualitative and quantitative factors in its analysis of potential and selected investment strategies for the Funds.

Pentegra Adv Moderate Aggressive Allocation Strategy (O). The Fund seeks a total return, consisting of capital appreciation and current income. The Fund is a “fund of funds” that invests primarily in a diversified portfolio of equity, fixed-income and cash equivalents funds that meets the Fund’s investment criteria. The Fund targets 65% to equity funds and 35% to fixed income and cash equivalents funds. The Sub-Adviser combines both qualitative and quantitative factors in its analysis of potential and selected investment strategies for the Funds.

Pentegra Adv Moderate Conservative Asset Allocation Strategy (O). The Fund seeks a combination of current income and capital appreciation. The Fund is a “fund of funds” that invests primarily in a diversified portfolio of equity, fixed-income and cash equivalents funds that meets the Fund’s investment criteria. The Fund targets 35% to equity funds and 65% to fixed income and cash equivalents funds. The Sub-Adviser combines both qualitative and quantitative factors in its analysis of potential and selected investment strategies for the Funds.

T. Rowe Price Blue Chip Growth Fund. The Fund seeks long-term capital growth; income is a secondary objective. The Fund will normally invest primarily in the common stocks of large- and medium-sized blue chip growth companies. It focuses on companies with leading market positions, seasoned management, and strong financial fundamentals. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising oppurtunities.

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Vanguard Mid-Cap Index Fund (Adm). The Fund seeks to track the performance of the CRSP US Mid Cap Index, a broadly diversified index of stocks of mid-size U.S. companies. The Fund invests all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.

Vanguard Total Bond Market Fund (Adm). The Fund seeks to track the performance of the Barclays U.S. Aggregate Float Adjusted Index, which represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the U.S. The Fund invests by sampling the Index, holding a broadly diversified collection of securities that, in the aggregate, approximates the full Index.

Wells Fargo Stable Value Fund (J). The Wells Fargo Stable Value Fund is managed to protect principal while providing the potential for higher rates of return than other conservative investments, such as money market funds. The Fund invests in a diversified pool of investment contracts issued by high quality financial institutions. These assets include guaranteed investment contracts (GICs), bank investment contracts (BICs), and security backed contracts.

PCSB Financial Stock Fund. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest all or a portion of your 401(k) Plan account in PCSB Financial Common Stock (excluding any investment in the current PCSB Financial Stock Fund). The trustee will use all amounts elected by participants to acquire shares of PCSB Financial Common Stock in the conversion and common stock offering, subject to the purchase priorities described herein. After the offering, you may elect to invest all or a portion of your payroll deduction contributions or employer contributions in PCSB Financial Common Stock. You may also elect to invest in PCSB Financial Common Stock with all or a portion of your accounts currently invested in other funds under the 401(k) Plan. It is expected that all purchases will be made at prevailing market prices. Pending investment in PCSB Financial Common Stock, amounts allocated towards the purchase of shares in the offering will be held in a separate account maintained by the 401(k) Plan. In the event of an oversubscription, any earnings that result therefrom will be reinvested among the other funds of the 401(k) Plan in accordance with your then existing investment election. For a discussion of material risks of investing in PCSB Financial Common Stock, you should read the “Risk Factors” section of the accompanying prospectus and the section of the prospectus supplement called “Your Rights Concerning Employer Securities” (see below).

An investment in any of the investment options listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any investment option, there is always a risk that you may lose money on your investment in any of the investment options listed above.

Administration of the 401(k) Plan

The Trustee and Custodian. The trustee of the 401(k) Plan assets, including the PCSB Financial Stock Fund, is Pentegra Trust Company. Reliance Trust Company serves as the custodian of all 401(k) Plan assets, including the PCSB Financial Stock Fund.

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401(k) Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator, PCSB Bank. The address of the 401(k) Plan administrator is 2651 Strang Blvd., Yorktown Heights, New York 10598, telephone number (914) 248-7272. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of 401(k) Plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) 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 401(k) Plan Participants. The 401(k) Plan administrator will provide access to your 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 the Bank to continue the 401(k) Plan indefinitely. Nevertheless, the Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your accounts. The Bank reserves the right to make any amendment or amendments to the 401(k) 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 the 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 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you would, if either the 401(k) 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 401(k) Plan had then terminated.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) 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 401(k) Plan and transactions involving the 401(k) Plan.

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As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

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

(3) earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

The Bank will administer the 401(k) 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 401(k) 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 401(k) Plan and all other profit sharing plans, if any, maintained by the 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 401(k) Plan and any other profit sharing plans maintained by the Bank, which is included in the distribution.

PCSB Financial Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes PCSB Financial 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 PCSB Financial Common Stock; that is, the excess of the value of PCSB Financial Common Stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of PCSB Financial Common Stock, for purposes of computing gain or loss on its subsequent sale, equals the value of PCSB Financial 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 PCSB Financial Common Stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of PCSB Financial Common Stock. Any gain on a subsequent sale or other taxable disposition of PCSB Financial 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 401(k) Plan to another qualified plan or to an individual retirement account in accordance with the terms of the other plan or account.

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Before Making a Decision to Invest, Please Review Your Rights Concerning Employer Securities and The Importance of Diversification

Federal law provides specific rights concerning investments in employer securities. Because you may in the future have investments in PCSB Financial Common Stock under the 401(k) Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan allows you to elect to move any portion of your account that is invested in PCSB Financial Common Stock from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan administrator shown above for specific information regarding this 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 401(k) Plan are available to you if you decide to diversify out of your investment in PCSB Financial Common Stock.

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 401(k) 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 employer common stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) 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 401(k) 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 the Bank, the 401(k) Plan administrator, or the 401(k) Plan’s trustee is liable under the fiduciary responsibility provisions of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.

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Because you will be entitled to invest all or a portion of your account balance in the 401(k) Plan in PCSB Financial Common Stock, the regulations under Section 404(c) of the ERISA require that the 401(k) 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 PCSB Financial 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 Exchange Act imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of publicly traded companies, such as PCSB Financial. 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 PCSB Financial, 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 PCSB Financial’s fiscal year. Discretionary transactions in and beneficial ownership of PCSB Financial Common Stock by officers, directors and persons beneficially owning more than 10% of PCSB Financial Common Stock 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 Exchange Act provides for the recovery by PCSB Financial of profits realized by an officer, director or any person beneficially owning more than 10% of PCSB Financial Common Stock resulting from non-exempt purchases and sales of PCSB Financial Common Stock within any six-month period.

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 PCSB Financial 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 PCSB Financial Common Stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases of PCSB Financial Common Stock for six months after receiving such a distribution.

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Financial Information Regarding 401(k) Plan Assets

Financial information representing the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits at December  31, 2016, is available upon written request to the 401(k) Plan administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of PCSB Financial Common Stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm is acting as special counsel to PCSB Bank in connection with PCSB Financial’s stock offering.

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Special Investment Election Form

PCSB Bank 401(k) Profit Sharing Plan (the “401(k) Plan”)

THIS IS A SPECIAL, ONE-TIME INVESTMENT ELECTION FORM TO BE USED IN CONNECTION WITH THE PCSB FINANCIAL CORPORATION STOCK OFFERING.

IF YOU WISH TO PLACE A STOCK ORDER THROUGH THE 401(k) PLAN, PLEASE RETURN THIS FORM TO RUTH LESER, AT PCSB BANK, BY HAND DELIVERY, REGULAR MAIL OR FACSIMILE, TO BE RECEIVED NO LATER THAN          P.M., EASTERN TIME, ON                     , 2017.

SECTION A: NAME / SOCIAL SECURITY #

				-             -
PLEASE PRINT:	Last Name	First Name	Middle	Social Security #

SECTION B: SPECIAL ONE-TIME INVESTMENT ELECTION

Participants with existing 401(k) plan account balances may invest all or a portion of their account in PCSB Financial Corporation common stock in connection with the initial public offering. The purchase price of the common stock in the offering is $10 per share. You must purchase a minimum of 25 shares ($250) and your combined orders for stock in the offering inside and outside the 401(k) Plan cannot exceed 20,000 shares ($200,000). Participants may transfer a portion of any current investment fund to the “PCSB Financial Stock Fund” in the 401(k) Plan, which will be held in a short-term interest bearing account for several weeks until it is invested in common stock at the completion of the reorganization. The amount transferred will be rounded down to the nearest whole $10 value.

Indicate the percentage(s), in multiples of not less than 1%, of each existing investment option that you want to be transferred from your current plan investments to the PCSB Financial Stock Fund.

Source of Funds to be Transferred	Amount to be Transferred
American Beacon Large Cap Value Fund		%
American Funds EuroPacific Growth Fund		%
DFA U.S. Small Cap Portfolio		%
Fidelity 500 Index Fund (Inv)		%
Pentegra Adv. Aggressive Asset Allocation Strategy (O)		%
Pentegra Adv Conservative Asset Allocation Strategy (O)		%
Pentegra Adv Moderate Asset Allocation Strategy (O)		%
Pentegra Adv Moderate Aggressive Allocation Strategy (O)		%
Pentegra Adv Moderate Conservative Asset Allocation Strategy (O)		%
T. Rowe Price Blue Chip Growth Fund		%
Vanguard Mid-Cap Index Fund (Adm)		%
Vanguard Total Bond Market Fund (Adm)		%
Wells Fargo Stable Value Fund (J)		%

SECTION C: IMPORTANT CONSIDERATIONS

If, at the time your election is processed, your election would result in the transfer of less than $250 to the PCSB Financial Stock Fund for the purchase of PCSB Financial Corporation common stock, your election will not be processed, and the funds will be reinvested in the other investment options in accordance with your then existing investment election for future contributions.

Please note that your election to invest all or a portion of your account in the PCSB Financial Stock Fund will be IRREVOCABLE. As you know, you are permitted to change your investment election among the various investment funds in the 401(k) Plan on a daily basis. However, you will not be permitted to change your investment election with respect to that portion of your account that you indicated above will be invested in the PCSB Financial Stock Fund in the stock offering. After this form has been submitted and processed, the dollar amount transferred in accordance with Section B above will be transferred to an interest-bearing cash account, pending the completion of

the reorganization. You will not have access to the amounts placed in the interest-bearing cash account during the offering. Following the completion of the reorganization and offering, you will be permitted to change your investment elections, including diversifying out of the investment in common stock. If some or all of the amount that you direct to be invested in the PCSB Financial Stock Fund cannot be used to purchase stock in the offering because the offering is oversubscribed, following the conclusion of the stock offering, the trustee will reinvest unused funds in the other investment funds in accordance with your then existing investment election for future contributions. Following the stock offering, you will have the opportunity to purchase additional shares of PCSB Financial Corporation (with your Plan assets), and you will be able to direct the Plan trustee to sell your shares of PCSB Financial Corporation

SECTION D: PURCHASER INFORMATION

☐ Eligible Account Holder—Check here if you were a depositor with at least $100 on deposit with PCSB Bank as of September 30, 2015. Enter information below for all deposit accounts that you had an interest in (IRA, individual, joint) at PCSB Bank on September 30, 2015.

☐ Supplemental Eligible Account Holder (but not eligible for Priority One)—Check here if were a depositor with at least $100 on deposit with PCSB Bank as of                     , 201__. Enter information below for all deposit accounts that you had an interest in (IRA, individual, joint) at PCSB Bank on                    , 201__.

☐ No Priority. I do not have a priority in my individual capacity in the subscription offering, but wish to place an order through the 401(k) Plan.

☐ No Election – I do not wish to make an election to purchase stock in the offering through my 401(k) Plan account.

Please Note: Failure to list all of your accounts may result in the loss of part or all of your stock allocation in the event of oversubscription.

Account Title (Names on Accounts) Account Number

SECTION E: PARTICIPANT AUTHORIZATION

I certify that I received a copy of the Prospectus of PCSB Financial Corporation which provides detailed information with respect to the offering of PCSB Financial Corporation common stock and the accompanying Prospectus Supplement relating to the election to direct investments under the 401(k) Plan to common stock. I understand that the value of the investments may fluctuate over time and that risks are associated with investing in the investment options I have selected. Furthermore, I authorize the Plan Administrator to execute my directions as set forth above. I understand these directions are irrevocable.

Participant Signature                                                                                                    Date                                     

IMPORTANT: PLEASE KEEP A COPY OF YOUR COMPLETED FORM FOR YOUR RECORDS

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PROSPECTUS

PCSB FINANCIAL CORPORATION

(Proposed Holding Company for PCSB Bank)

Up to 18,400,000 Shares of Common Stock

(Subject to increase to up to 21,160,000 Shares)

We are offering shares of common stock for sale in connection with the conversion of PCSB Bank from the mutual to stock form of organization. In addition to the shares that we will sell in the offering, we intend to establish a charitable foundation in connection with the conversion and contribute to it shares of common stock equal to 2.1% of the shares sold in the offering plus an amount of cash so that the total contribution will equal $5.0 million. Currently, there is no established trading market for our common stock. We expect to list our common stock on the Nasdaq Capital Market under the symbol “PCSB.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The shares of common stock are first being offered in a subscription offering to eligible depositors of PCSB Bank and to PCSB Bank’s tax-qualified employee benefit plans. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of the communities served by PCSB Bank. Any shares of common stock not purchased in the subscription or community offerings may be offered for sale to the public in a syndicated offering through a syndicate of broker-dealers or in a separate firm commitment offering. The syndicated offering and the firm commitment offering may commence before the subscription and community offerings (including any extensions) have expired. However, shares purchased in the subscription offering or the community offering will not be issued until the completion of any syndicated offering or firm commitment offering. The subscription, community, syndicated community and firm commitment offerings are collectively referred to as the “offerings.”

We may sell up to 21,160,000 shares of common stock as a result of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 13,600,000 shares in order to complete the offering.

The minimum order is 25 shares of common stock. Generally, no individual may purchase more than 20,000 shares of common stock, and no individual or other person, along with their associates and those with whom they are acting in concert, may purchase more than 30,000 shares of common stock. The subscription and community offerings are expected to expire at 5:00 p.m., Eastern Time, on             , 2017. We may extend this expiration time and date, without notice to you, until             , 2017. Once submitted, stock orders are irrevocable unless the subscription and community offerings are terminated or extended, with regulatory approval, beyond            , 2017, or the number of shares of common stock offered for sale is increased to more than 21,160,000 shares or decreased to less than 13,600,000 shares. If the subscription and community offerings are extended beyond             , 2017, we will notify all subscribers and give them an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 21,160,000 shares or decreased to less than 13,600,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds received in the subscription and the community offerings will be held in a segregated account at PCSB Bank and will earn interest at 0.10% per annum until completion or termination of the offering.

We expect our trustees and executive officers, together with their associates, to subscribe for an aggregate of 250,500 shares of common stock. They will pay the same $10.00 per share offering price as paid by all other persons who purchase shares in the offering.

Sandler O’Neill & Partners, L.P. is assisting us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole manager for any syndicated offering and firm commitment offering. Sandler O’Neill & Partners, L.P. is not required to purchase any shares of common stock that are sold in the subscription offering, community offering or syndicated community offering.

OFFERING SUMMARY

Price: $10.00 per Share

	Minimum		Midpoint		Maximum		Adjusted Maximum
Number of shares		13,600,000		16,000,000		18,400,000		21,160,000
Gross offering proceeds	$	136,000,000	$	160,000,000	$	184,000,000	$	211,600,000
Estimated offering expenses, excluding selling agent fees and expenses	$	1,721,000	$	1,721,000	$	1,721,000	$	1,721,000
Selling agent fees and expenses (1)	$	1,213,189	$	1,411,546	$	1,609,903	$	1,838,014
Estimated net proceeds	$	133,065,811	$	156,867,454	$	180,669,097	$	208,040,986
Estimated net proceeds per share	$	9.78	$	9.80	$	9.82	$	9.83

(1) Assumes all shares are sold in the subscription and community offerings with a selling agent fee of 0.90% payable on all shares other than those purchased by our insiders and by our employee stock ownership plan, for which no fee will be payable. A fee of 5.0% will be payable on any shares sold in a syndicated offering or firm commitment offering. See “Pro Forma Data” and “The Conversion and Offering—Plan of Distribution; Selling Agent Compensation” for information regarding compensation to be received by Sandler O’Neill & Partners, L.P. in the subscription and community offerings and the compensation to be received by Sandler O’Neill & Partners, L.P. and other participating broker-dealers in the syndicated offering or firm commitment offering. If all shares are sold in the syndicated offering or firm commitment offering, excluding those purchased by our insiders and by our employee stock ownership plan, for which no selling agent fee will be paid, the selling agent fees and expenses would be approximately $6.5 million, $7.6 million, $8.7 million and $9.9 million at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively.

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

See “Risk Factors” beginning on page 14.

Shares of our common stock are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other government agency. Neither the Securities and Exchange Commission, the New York State Department of Financial Services, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Sandler O’Neill + Partners, L.P.

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

The date of this prospectus is             , 2017.

[MAP TO BE INSERTED ON INSIDE FRONT COVER]

TABLE OF CONTENTS

	Page
SUMMARY		2
RISK FACTORS		14
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA		25
FORWARD-LOOKING STATEMENTS		28
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING		29
OUR DIVIDEND POLICY		31
MARKET FOR THE COMMON STOCK		31
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE		32
CAPITALIZATION		34
PRO FORMA DATA		36
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION		45
BUSINESS OF PCSB FINANCIAL CORPORATION		47
BUSINESS OF PCSB BANK		47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		55
SUPERVISION AND REGULATION		86
TAXATION		98
MANAGEMENT		99
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS		116
THE CONVERSION AND OFFERING		117
PCSB COMMUNITY FOUNDATION		135
RESTRICTIONS ON ACQUISITION OF PCSB FINANCIAL		138
DESCRIPTION OF CAPITAL STOCK OF PCSB FINANCIAL		143
TRANSFER AGENT		145
EXPERTS		145
LEGAL MATTERS		145
WHERE YOU CAN FIND ADDITIONAL INFORMATION		145
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PCSB BANK		147

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SUMMARY

The following summary explains material information in this prospectus, but it may not contain all of the information that is important to you. Before making an investment decision, you should read carefully this entire document, including the consolidated financial statements and the notes thereto and the section entitled “Risk Factors.” The terms “we,” “our,” and “us” refer to PCSB Financial and PCSB Bank, unless the context indicates another meaning.

PCSB Financial Corporation

PCSB Financial Corporation, a Maryland corporation, was incorporated in December 2016. The offering of common stock by means of this prospectus is being made by PCSB Financial in connection with the conversion of PCSB Bank from a mutual savings bank to a stock savings bank. Upon completion of the conversion, PCSB Financial will become the bank holding company for PCSB Bank by owning all of the outstanding shares of capital stock of PCSB Bank, and will be regulated by the Federal Reserve Board and the New York State Department of Financial Services (the “NYSDFS”). To date, PCSB Financial has engaged in organizational activities only. Following the conversion, PCSB Financial’s primary business activity will relate to owning all of the outstanding shares of capital stock of PCSB Bank.

PCSB Bank

PCSB Bank is a New York-chartered mutual savings bank that serves the banking needs of customers in the Lower Hudson Valley of New York State. We operate from our executive offices/headquarters and 15 banking offices located in Dutchess (3 offices), Putnam (3 offices), Rockland (1 office) and Westchester (8 offices) Counties, New York. Our primary business activity is attracting deposits from the general public and using those funds primarily to originate and purchase commercial real estate and business loans, originate one-to four-family loans and purchase investment securities. We are subject to comprehensive regulation and examination by the NYSDFS and by the Federal Deposit Insurance Corporation.

At September 30, 2016, we had consolidated total assets of $1.25 billion, total deposits of $1.12 billion and equity of $111.5 million. Our executive offices/headquarters are located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10598 and our main banking office is located at 2477 Route 6, Brewster, NY 10509. Our website address is www.pscb.com. Information on our website is not and should not be considered a part of this prospectus.

From our founding in 1871 until 2012, we operated as a traditional savings bank. In 2012, we promoted Joseph D. Roberto to President and Chief Executive Officer. Under his leadership, we significantly upgraded our operations, controls and management and began to broaden our focus to serve businesses as well as individuals in our primary market area. Among other things, we have enhanced our commercial real estate and commercial business lending infrastructure and increased our commercial real estate and commercial business lending team from five to eleven individuals and our commercial credit review team from three to ten individuals.

Since 2012, we have assembled an experienced executive management team. In addition to the appointment of Mr. Roberto as President and Chief Executive Officer, we hired Scott Nogles as Chief Financial Officer, Richard Petrone as Chief Credit Officer and Michael Goldrick as Chief Loan Officer. In addition, in 2016, we hired Clifford Weber, an experienced banking lawyer, as General Counsel and Chief Risk Officer.

In April 2015, we acquired the former CMS Bank in White Plains, NY. At acquisition, CMS Bank had $267.1 in total assets, operated five offices in southern Westchester County and maintained significant portfolios of commercial real estate and commercial business loans. Westchester County’s southern border is contiguous to the Bronx, which is the northern most borough of New York City. This acquisition expanded our geographical footprint into populous and economically vibrant areas of southern Westchester County, which offer significant opportunities for growth.

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Our Current and Proposed Organizational Structures

The following diagram illustrates our current pre-conversion organizational structure:

The following diagram illustrates our proposed post-conversion organizational structure:

Business Strategy

Based on an extensive review of the current opportunities in our principal market area as well as our resources and capabilities, the Board has adopted the following business strategy:

• Focus on commercial lending. We believe that commercial lending offers an opportunity to enhance our profitability while managing credit, interest rate and operational risk. We intend to continue to expand our originations and, to a lesser extent, purchases of commercial real estate and commercial business loans in our primary market area. We anticipate that a majority of our commercial real estate loan originations will range in size from $500,000 to $10.0 million while a majority of our commercial business loan originations will range in size from $100,000 to $5.0 million.

• Expand banking activities in Southern Westchester County. Southern Westchester County is one of the more populous and economically vibrant areas of New York State. We intend to use our four offices in Southern Westchester County to expand both our commercial and retail activities in this market area. At the same time, we will remain committed to our other market areas and maintain a strong level of banking activities in these areas.

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• Increase core deposits, including demand deposits. Deposits are our primary source of funds for lending and investment. We intend to focus on core deposits (which we define as all deposits except for certificates of deposit and municipal deposits), particularly non-interest bearing demand deposits, because they are the lowest cost funds and are less sensitive to withdrawal when interest rates fluctuate. Core deposits represented 67.0% of our total deposits at September 30, 2016. Going forward, we will seek to increase our core deposits through enhancing our commercial activities and deepening our relationships with our retail customers.

• Manage credit risk to maintain a low level of non-performing assets. We believe that strong asset quality is a key to long-term financial success. Our strategy for credit risk management focuses on an experienced team of credit professionals, well-defined credit policies and procedures, appropriate loan underwriting criteria and active credit monitoring. Our non-performing loans to total loans ratio was 1.14% at September 30, 2016.

• Balance Sheet Growth. As a result of our efforts to build our management and infrastructure, and given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits.

Reasons for the Conversion

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

• Enhance our capital base to support continued growth on a prudent basis. We intend to continue to grow our franchise, both organically and through strategic transactions as opportunities arise, on a prudent basis. While we currently exceed all regulatory capital requirements, the offering proceeds will strengthen our capital position and support our planned growth. In addition, the offering proceeds will enhance our lending capacity by increasing our legal lending limit and we intend to increase our internal lending limits. We believe this increased capacity will improve our competitive position relative to the many larger banks operating in our market area.

• Offer our depositors, employees and trustees an equity ownership interest in PCSB Bank. We believe that offering stock to our depositors will provide them with an economic interest in our future success should they decide to invest. The offering will also further enable us to attract and retain trustees, management and employees through various stock-based benefit plans, including an employee stock ownership plan and one or more equity incentive plans.

• Support our local communities through establishing and funding a charitable foundation. The contribution to the charitable foundation will complement our existing charitable activities, and should enable the communities that we serve to share in our long-term growth.

• Facilitate future mergers and acquisitions, if available, on a prudent basis. Although we do not currently have any understandings or agreements regarding any specific transactions, the additional capital raised in the offering may be used to finance mergers with, and acquisitions of, other financial institutions, asset portfolios and branch offices when and if attractive opportunities arise.

Terms of the Offering

We are offering between 13,600,000 and 18,400,000 shares of common stock in a subscription offering to eligible depositors of PCSB Bank and to our tax-qualified employee benefit plans, and, to the extent shares remain

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available, to the general public in a community offering. If necessary, we will also offer shares to the general public in a syndicated offering or a firm commitment offering. The number of shares of common stock to be sold may be increased to up to 21,160,000 shares as a result of demand for the shares of common stock in the offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 21,160,000 shares or decreased to fewer than 13,600,000 shares, or the subscription and community offerings are extended beyond             , 2017, subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the subscription and community offerings are extended past             , 2017, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, your order will be cancelled and we will promptly return your funds with interest at 0.10% per annum or cancel your deposit account withdrawal authorization. If the number of shares to be sold is increased to more than 21,160,000 shares or decreased to less than 13,600,000 shares, all subscribers’ stock orders will be canceled, all withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at the same rate. We will then resolicit subscribers, giving them an opportunity to place new orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated offering or firm commitment offering.

The purchase price of each share of common stock offered for sale in the offering is $10.00. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the subscription offering, the community offering, the syndicated offering or the firm commitment offering. Investors will not be charged a commission to purchase shares of common stock in the offering. Sandler O’Neill & Partners, L.P., our marketing agent in the subscription and community offerings, will use its best efforts to assist us in selling shares of our common stock in the subscription and community offerings but is not obligated to purchase any shares of common stock in the subscription and community offerings.

How We Determined the Offering Range and the $10.00 per Share Offering Price

The amount of common stock we are offering for sale is based on an independent appraisal of the estimated market value of PCSB Financial, assuming the offering has been completed and the charitable foundation has been established and the contribution of shares of common stock and cash to it has been made. RP Financial, LC., our independent appraiser, has estimated that, at November 11, 2016, and assuming we were undertaking the offering, this market value, including the shares to be issued to the charitable foundation, was $163.4 million. Based on applicable regulations, this market value forms the midpoint of a valuation range with a minimum of $138.9 million and a maximum of $187.9 million. Based on this valuation range and the offering price of $10.00 per share, PCSB Financial is offering for sale a range of shares of common stock, from 13,600,000 shares to 18,400,000 shares. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversion transactions undertaken by financial institutions. If demand for shares or market conditions warrant, the appraisal can be increased by 15%, which would result in an appraised value of $216.0 million, and we may sell up to 21,160,000 shares of common stock.

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The appraisal is based in part on PCSB Bank’s financial condition and results of operations, the pro forma 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 10 publicly-traded bank holding companies and savings and loan holding companies that RP Financial considers comparable to PCSB Financial. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market.

Company Name	Ticker Symbol	Headquarters	Total Assets at September 30, 2016
			(In millions)
BSB Bancorp, Inc.	BLMT	Belmont, MA	$	2,074
Clifton Bancorp, Inc.	CSBK	Clifton, NJ	$	1,312
ESSA Bancorp, Inc.	ESSA	Stroudsburg, PA	$	1,772
First Capital, Inc.	FCAP	Corydon, IN	$	742
HMN Financial, Inc.	HMNF	Rochester, MN	$	686
Malvern Bancorp, Inc.	MLVF	Paoli, PA	$	821
Pathfinder Bancorp, Inc.	PBHC	Oswego, NY	$	717
SI Financial Group, Inc.	SIFI	Willimantic, CT	$	1,538
Waterstone Financial, Inc.	WSBF	Wauwatosa, WI	$	1,795
Wellesley Bancorp, Inc.	WEBK	Wellesley, MA	$	666

The following table presents a summary of selected pricing ratios for PCSB Financial (on a pro forma basis) at and for the 12-months ended September 30, 2016, and for the peer group companies based on earnings and other information at and for the 12-months ended September 30, 2016, with stock prices at November 11, 2016, as reflected in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 43.2% on a price-to-book value basis, a discount of 44.0% on a price-to-tangible book value basis and a premium of 223.9% on a price-to-earnings basis.

	Price-to-earnings multiple (1)		Price-to-book value ratio			Price-to-tangible book value ratio
PCSB Financial (pro forma assuming completion of offering)
Adjusted Maximum		86.87x		73.31	%		75.02	%
Maximum		71.67x		69.54	%		71.33	%
Midpoint		59.67x		65.66	%		67.48	%
Minimum		48.64x		61.05	%		62.93	%
Valuation of peer group companies (historical)
Averages		18.42x		115.63	%		120.40	%
Medians		18.95x		116.32	%		122.50	%

(1) Price-to-earnings multiples calculated by RP Financial are based on an estimate of “core” or recurring earnings. These ratios are different than those presented in “Pro Forma Data.”

The pro forma calculations for PCSB Financial are based on the following assumptions:

• A number of shares equal to 8% of the shares sold in the offering and contributed to the charitable foundation are purchased by the employee stock ownership plan, with the expense to be amortized over 15 years;

• A number of shares equal to 4% of the shares sold in the offering and contributed to the charitable foundation are purchased by a stock-based benefit plan, with the expense to be amortized over five years; and

• A number of options equal to 10% of the shares sold in the offering and contributed to the charitable foundation are granted under a stock-based benefit plan, with option expense of $2.34 per option amortized over five years.

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The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the offering the shares of our common stock will trade at or above the $10.00 per share price. Furthermore, RP Financial used the pricing ratios presented in the appraisal to estimate our pro forma appraised value for regulatory purposes 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.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

How We Intend to Use the Proceeds from the Offering

We intend to invest at least 50% of the net proceeds from the offering in PCSB Bank, fund the loan to our employee stock ownership plan to finance its purchase of shares of common stock in the offering, contribute up to $2.1 million to the charitable foundation and retain the remainder of the net proceeds at PCSB Financial.

Assuming we sell 16,000,000 shares of common stock in the offering at the midpoint of the offering range, resulting in estimated net proceeds of $156.9 million, we intend to invest $78.4 million in PCSB Bank, lend $13.1 million to our employee stock ownership to fund its purchase of shares of common stock (which may include, subject to market conditions, open market purchases after the completion of the conversion and offering if the employee stock ownership plan is unable to purchase its shares in the subscription offering due to an oversubscription by our eligible account holders), use approximately $1.6 million of the net proceeds to fund the cash contribution to the charitable foundation and retain the remaining $63.7 million of the net proceeds at PCSB Financial.

PCSB Financial may use the funds it retains for investment, to repurchase shares of common stock, to acquire other financial institutions or financial services companies, to pay cash dividends and for other general corporate purposes. PCSB Bank may use the proceeds it receives to support increased lending and investment or to acquire other financial institutions or financial services companies. We do not currently have any agreement or understanding regarding any acquisition transaction.

See “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from 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:

(i) To depositors with deposit account(s) at PCSB Bank with aggregate balances of at least $100.00 at the close of business on September 30, 2015.

(ii) To our tax-qualified employee benefit plans (including PCSB Bank’s employee stock ownership plan and its 401(k) plan), which may subscribe for, in the aggregate, up to 10% of the shares of common stock sold in the offering and contributed to the charitable foundation. We expect our employee stock ownership plan to purchase 8% of the shares of common stock sold in the offering and contributed to the charitable foundation.

(iii) To depositors with deposit account(s) at PCSB Bank with aggregate balances of at least $100.00 at the close of business on             , 2017, who are not eligible in the first priority.

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 first to natural persons residing in Dutchess, Putnam,

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Rockland and Westchester Counties in New York. The community offering may begin concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering through a syndicated offering or a firm commitment offering. Sandler O’Neill & Partners, L.P. will act as sole manager for the syndicated offering or firm commitment offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated offering, and our interpretation of the terms and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering or syndicated offering will be based on the facts and circumstances then available to us.

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. See “The Conversion and Offering” for a detailed description of the subscription offering, the community offering, the syndicated offering and the firm commitment offering, as well as a discussion regarding allocation procedures.

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25 shares.

Generally, no individual may purchase more than 20,000 shares ($200,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 30,000 shares ($300,000) of common stock:

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

• your spouse or any relative of you or your spouse living in your house or who is a director, trustee, or officer of PCSB Financial or PCSB Bank; or

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

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to the overall purchase limitation of 30,000 shares ($300,000).

Subject to regulatory approval, we may increase or decrease the purchase limitations at any time. See “The Conversion and Offering—Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

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

(i) personal check, bank check or money order made payable to PCSB Financial Corporation; or

(ii) authorizing us to withdraw available funds from your deposit account(s) at PCSB Bank.

PCSB Bank is prohibited from lending funds to anyone to purchase shares of common stock in the offering. Additionally, you may not use a line of credit check from PCSB Bank or any type of third party check (such as a check payable to you and endorsed over to PCSB Financial) to pay for shares of common stock. Do not submit cash. No wire transfer will be accepted without our prior approval. You may not designate withdrawal from PCSB Bank’s accounts with check-writing privileges; instead, submit a check. You may not authorize direct withdrawal from an individual retirement account (“IRA”) at PCSB Bank. See “—Using Individual Retirement Account Funds to Purchase Shares of Common Stock.”

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You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to PCSB Financial Corporation or authorization to withdraw funds from one or more of your deposit accounts at PCSB Bank, provided that we receive your stock order form before 5:00 p.m., Eastern Time, on             , 2017, which is the end of the subscription offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by overnight delivery to our Stock Information Center, which is located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595. You may also hand-deliver stock order forms to the Stock Information Center. We will accept hand-delivered stock order forms only at this location. We will not accept stock order forms at our banking offices. Do not mail stock order forms to any of PCSB Bank’s banking offices.

See “The Conversion and Offering—Procedure for Purchasing Shares in Subscription and Community Offerings—Payment for Shares” for a complete description of how to purchase shares in the subscription and community offerings.

Using IRA Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your IRA. If you wish to use some or all of the funds in an IRA at PCSB Bank, 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. If you do not have such an account, you will need to establish one before placing your stock order. A one-time and/or annual administrative fee may be payable to the independent trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the             , 2017 offering deadline, for assistance with purchases using your IRA or other retirement account you may have at PCSB Bank or elsewhere. Whether you may use such funds to purchase shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Offering—Procedure for Purchasing Shares in Subscription and Community Offerings—Payment for Shares” and “—Using Individual Retirement Account Funds.”

Market for Common Stock

We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “PCSB.” Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in our common stock following the offering, but is not obligated to do so.

Our Dividend Policy

Following completion of the conversion and offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. We currently intend to pay quarterly cash dividends but have not determined the amount or when payment would start. For information regarding our proposed dividend policy, see “Our Dividend Policy.”

Stock Purchases by Trustees and Executive Officers

We expect our trustees and executive officers, together with their associates, to subscribe for 250,500 shares of common stock in the offering, representing 1.8% of shares to be outstanding at the minimum of the offering range and 1.2% of shares to be sold in the offering at the maximum of the offering range. They will pay the same $10.00 per share price that will be paid by all other persons who purchase shares of common stock in the offering. See “Subscriptions by Directors and Executive Officers.”

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Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for ordering shares of common stock in the subscription and community offerings is 5:00 p.m., Eastern Time, on             , 2017, unless we extend this deadline. If you wish to order shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 5:00 p.m., Eastern Time, on             , 2017, whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion and Offering—Procedure for Purchasing Shares in Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for ordering shares in the offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you must sign a written certification that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state 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. On the order form, you cannot add the names of other individuals for joint stock registration unless they are also named on the qualifying deposit account, and you cannot delete names of other individuals except in the case of certain orders placed through an IRA, Keogh, 401(k) or similar plan or unless a named eligible depositor has died. Doing so may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. 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.

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. We expect trading in the stock to begin on the day of completion of the offering or the next business day. The offering is expected to be completed as soon as practicable following satisfaction of the conditions described below in “—Conditions to Completion of the Conversion.” Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Conditions to Completion of the Conversion

We cannot complete the conversion and offering unless:

• The plan of conversion is approved by the required votes of the depositors of PCSB Bank at a special meeting of depositors to be held on             , 2017;

• We receive orders for at least the minimum number of shares of common stock offered in the offering;

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• We receive final regulatory approval from the NYSDFS, the Federal Reserve Board and the Federal Deposit Insurance Corporation to complete the conversion and offering.

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 13,600,000 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may:

(i) increase the purchase and ownership limitations; and/or

(ii) seek regulatory approval to extend the offering beyond             , 2017, so long as we resolicit subscribers who previously submitted subscriptions in the offering.

If we extend the offering past             , 2017, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will cancel your stock order and promptly return your funds with interest at 0.10% per annum for funds received in the subscription and community offering or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount will be given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

RP Financial 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 determines that our pro forma market value has increased, we may sell up to 21,160,000 shares in the offering without further notice to you. If, however, the updated appraisal indicates our pro forma market value is either below $138.9 million or above $216.0 million, then, after consulting with the Federal Deposit Insurance Corporation and the NYSDFS, we may:

• terminate the offering and promptly return all funds (with interest paid on funds received in the subscription and community offerings);

• set a new offering range; or

• take such other actions as may be permitted by the Federal Deposit Insurance Corporation, the NYSDFS and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at 0.10% per annum for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock order for a period of time.

Possible Termination of the Offering

We may terminate the offering at any time with regulatory approval. If we terminate the offering, we will promptly return your funds with interest at 0.10% per annum, and we will cancel deposit account withdrawal authorizations.

Our Contribution of Shares of Common Stock to the Charitable Foundation

To further our commitment to our local community, we intend to establish and fund a charitable foundation as part of the conversion and offering. Assuming we receive regulatory approval, we intend to contribute to the charitable foundation a number of shares of our common stock equal to 2.1% of the shares sold in the offering and an amount of cash so that the total contribution will equal $5.0 million, based on the offering price of $10.00 per share. At the minimum, midpoint, maximum and adjusted maximum of the offering range, we would contribute to

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the charitable foundation 285,600, 336,000, 386,400 and 444,360 shares of common stock and approximately $2.1 million, $1.6 million, $1.1 million and $556,400 in cash, respectively. As a result of the contribution, we expect to record an after-tax expense of approximately $3.3 million during the quarter in which the conversion and offering is completed.

The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate. The contribution of common stock and cash to the charitable foundation will:

• with respect to the contribution of shares of common stock, dilute the voting interests of purchasers of shares of our common stock in the offering; and

• result in an expense, and a reduction in capital, during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

The amount of common stock that we would offer for sale would be greater if the offering were to be completed without the establishment and funding of the charitable foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering, see “Risk Factors—The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2017”, “Risk Factors—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits”, “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “PCSB Community Foundation.”

Benefits to Management and Potential Dilution to Shareholders Resulting from the Offering

We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of all employees of PCSB Bank, to purchase up to 8% of the shares of common stock we sell in the offering. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan’s subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the offering, subject to the approval of the NYSDFS and the Federal Deposit Insurance Corporation.

We intend to implement one or more new stock-based benefit plans no earlier than six months after completion of the offering. Shareholder approval of these plans would be required. We have not determined whether we will adopt the plans within 12 months following the completion of the offering or more than 12 months following the completion of the offering. If we implement stock-based benefit plans within 12 months following the completion of the offering, the stock-based benefit plans would reserve a number of shares (i) up to 4% of the shares of common stock sold in the offering and contributed to the charitable foundation, for awards of restricted stock to key employees and directors, at no cost to the recipients, and (ii) up to 10% of the shares of common stock sold in the offering and contributed to the charitable foundation, for issuance pursuant to the exercise of stock options by key employees and directors. These percentage limitations are required by Federal Deposit Insurance Corporation regulations and NYSDFS regulations. If the stock-based benefit plans are adopted more than 12 months after the completion of the offering, they would not be subject to the percentage limitations set forth above.

The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve for restricted stock awards and stock options, respectively, a number of shares of common stock equal to 4% and 10% of the shares sold in the offering and contributed to our charitable foundation. The table shows the dilution to shareholders if all such 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 qualifying employees.

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	Number of Shares to be Granted or Purchased													Value of Grants (In
	At Minimum of Offering Range		At Adjusted Maximum of Offering Range		As a									thousands) (1)
					Percentage of Common Stock to be Sold in the Offering and Contributed to  the Charitable Foundation			As a Percentage of Common Stock to be Outstanding			Dilution Resulting From Issuance of Shares for Stock-Based Benefit Plans			At Minimum of Offering Range		At Adjusted Maximum of Offering Range
Employee stock ownership plan		1,110,848		1,728,348		8.00	%		8.00	%		N/A	(2)	$	11,108	$	17,283
Restricted stock awards		555,424		864,174		4.00			4.00			3.85	%		5,554		8,642
Stock options		1,388,560		2,160,436		10.00			10.00			9.09	%		3,249		5,055
Total		3,054,832		4,752,958		22.00	%		22.00	%		12.28	%	$	19,912	$	30,981

(1) The actual value of restricted stock awards will be determined based on their fair value at the date of grant. For purposes of this table, fair value for stock awards 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 $2.34 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; an expected option term of 10 years; no dividend yield; a risk-free rate of return of 1.60%; and expected volatility of 12.81%. The actual value of option grants 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 and the option pricing model ultimately adopted.

(2) No dilution is reflected for the employee stock ownership plan because such shares are assumed to be purchased in the offering.

Tax Consequences

PCSB Financial and PCSB Bank have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences, and have received the opinion of Crowe Horwath LLP regarding the material New York State income tax consequences, of the conversion and offering. As a general matter, the conversion and offering will not be a taxable transaction for purposes of federal or state income taxes to PCSB Financial, PCSB Bank or persons eligible to subscribe for shares of stock in the subscription offering.

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012. For as long as we so qualify we exempt ourselves from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors—We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Supervision and Regulation—Emerging Growth Company Status.”

An emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have instead elected to comply with new or amended accounting pronouncements in the same manner as a public company.

How You Can Obtain Additional Information—Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion and offering, call our Stock Information Center at (        )             . The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on weekends and bank holidays.

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RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in the shares of our common stock.

Risks Related to Our Business

Our emphasis on commercial real estate and commercial business lending involves risks that could adversely affect our financial condition and results of operations.

We intend to continue to originate and purchase commercial real estate and commercial business loans. At September 30, 2016, our commercial real estate and commercial business loans totaled $458.5 million, or 59.8% of our loan portfolio. While these types of loans are potentially more profitable than residential mortgage loans, they are generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. These loans also generally have relatively large balances to single borrowers or related groups of borrowers. Accordingly, any charge-offs may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. See “Business of PCSB Bank—Loan Underwriting Risks.”

The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.

The Federal Deposit Insurance Corporation and the other federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total risk-based capital, or (ii) total reported loans secured by multi-family and non-owner occupied, non-farm, non-residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total risk-based capital. Based on these factors we have a concentration in loans of the type described in (ii), above, which represents 321% of our total risk-based capital at September 30, 2016. The purpose of the guidance is to assist banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. Our bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in a curtailment of our multi-family and commercial real estate lending and/or the requirement that we maintain higher levels of regulatory capital, either of which would adversely affect our loan originations and profitability.

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

We maintain an allowance for loan losses, which is established through a provision for loan losses that represents management’s best estimate of probable incurred losses within the existing portfolio of loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, we rely on our experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of our provision for loan losses. In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Material additions to the allowance would materially decrease our net income.

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A worsening of economic conditions could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could have an adverse effect on our results of operations.

Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. Local economic conditions have a significant impact on our commercial real estate and construction and consumer loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans.

Deterioration in economic conditions could result in the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:

• demand for our products and services may decline;

• loan delinquencies, problem assets and foreclosures may increase;

• collateral for loans, especially real estate, may decline in value, in turn reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans;

• the value of our securities portfolio may decline; and

• the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

A continuation of the historically low interest rate environment may hurt our net interest income and operating results.

During the past seven years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at lower levels than available before 2008. As a general matter, our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets, which can lower interest expense as interest rates decrease. However, our ability to lower our interest expense will be limited at these interest rate levels while the average yield on our interest-earning assets may continue to decrease. Although some analysts have interpreted recent comments from the Federal Reserve Board as indicating it may seek to begin increasing interest rates in the near future, future developments in United States or global economic conditions may cause the Federal Reserve Board to defer such action. In that case, a continuation of a low interest rate environment may adversely affect our net interest income, which in turn would likely have an adverse effect on our profitability.

Changes in interest rates could hurt our profits.

Our profitability, like that of most financial institutions, depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond our control, may affect interest rates.

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If interest rates rise, and if rates on our deposits reprice upwards faster than the rates on our long-term loans and investments, we would experience compression of our interest rate spread, which would have a negative effect on our profitability. Furthermore, increases in interest rates may adversely affect the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Changes in the valuation of our securities portfolio could hurt our profits and reduce our capital levels.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Management evaluates securities for other-than-temporary impairment on a quarterly basis, with more frequent evaluation for selected issues. In analyzing a debt issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, industry analysts’ reports and, to a lesser extent given the relatively insignificant levels of depreciation in our debt portfolio, spread differentials between the effective rates on instruments in the portfolio compared to risk-free rates. In analyzing an equity issuer’s financial condition, management considers industry analysts’ reports, financial performance and projected target prices of investment analysts within a one-year time frame. If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, a potential loss to earnings may occur. Changes in interest rates can also have an adverse effect on our financial condition, as our available-for-sale securities are reported at their estimated fair value, and therefore are impacted by fluctuations in interest rates. We increase or decrease our shareholders’ equity by the amount of change in the estimated fair value of the available-for-sale securities, net of taxes. Declines in market value could result in other-than-temporary impairments of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Securities Portfolio.”

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

We are subject to extensive regulation, supervision and examination by our banking regulators. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of insurance funds and the depositors and borrowers of PCSB Bank rather than for holders of our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with the currently existing tax, accounting, securities, deposit insurance, monetary laws, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their

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interpretation by us and our independent accounting firms. These changes could materially impact, potentially retroactively, how we report our financial condition and results of operations as could our interpretation of those changes.

Strong competition within our market area could hurt our profits and slow growth.

We face intense competition in making loans and attracting deposits. Price competition for loans and deposits sometimes results in us charging lower interest rates on our loans and paying higher interest rates on our deposits and may reduce our net interest income. Competition also makes it more difficult and costly to attract and retain qualified employees. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. Our competitors often aggressively price loan and deposit products when they enter into new lines of business or new market areas. If we are not able to effectively compete in our market area, our profitability may be negatively affected. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our ability to increase our interest-earning assets. For more information about our market area and the competition we face, see “Business of PCSB Bank—Market Area” and “—Competition.”

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.

In July 2013, the federal banking agencies approved a new rule that has substantially amended regulatory risk-based capital rules. The final rule implements the regulatory capital reforms from the Basel Committee on Banking Supervision (“Basel III”) and changes required by the Dodd-Frank Act.

The final rule includes new minimum risk-based capital and leverage ratios, which were effective for us on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from prior rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. We have elected to exercise our one-time option to opt-out of the requirement under the final rule to include certain “available-for-sale” securities holdings for purposes of calculating our regulatory capital requirements. The final rule also establishes a “capital conservation buffer” of 2.5%, and, when fully phased in, will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement has been phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

We have analyzed the effects of these new capital requirements, and we believe that, upon completion of the offering, we would meet all of these new requirements, including the full 2.5% capital conservation buffer, as if these new requirements had been in effect since September 30, 2016.

The application of more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares. See “Supervision and Regulation—Federal Bank Regulation—Capital Requirements.”

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Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. During the last year, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Legal and regulatory proceedings and related matters could adversely affect us or the financial services industry in general.

We, and other participants in the financial services industry upon whom we rely to operate, have been and may in the future become involved in legal and regulatory proceedings. Most of the proceedings we consider to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and other participants in the financial services industry or we may not prevail in any proceeding or litigation. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. These additional sources consist primarily of advances from the Federal Home Loan Bank. As we continue to grow, we are likely to become more dependent on these sources. Adverse operating results or changes in industry conditions could lead to difficulty or an inability in accessing these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.

Our success depends on retaining certain key personnel.

Our performance largely depends on the talents and efforts of highly skilled individuals who comprise our senior management team. We rely on key personnel to manage and operate our business, including major revenue generating functions such as loan and deposit generation. The loss of key staff may adversely affect our ability to maintain and manage these functions effectively, which could negatively affect our revenues. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which could cause a decrease in our net income. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we and our third-party service providers use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems

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caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures designed to prevent such damage, our security measures may not be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on our financial condition and results of operations.

It is possible that a significant amount of time and money may be spent to rectify the harm caused by a breach or hack. While we have general liability insurance, there are limitations on coverage as well as dollar amount. Furthermore, cyber incidents carry a greater risk of injury to our reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer losses.

Our business may be adversely affected by fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur.

Managing reputational risk is important to attracting and maintaining customers, investors and employees.

Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our operating results.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions at a specified date. These estimates and assumptions are based on management’s best estimates and experience at that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our valuation of investment securities, our determination of our income tax provision, our determination of goodwill impairment, and our evaluation of the adequacy of our allowance for loan losses.

Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.

Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks. While we use a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial

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services industry, among other developments, have increased our level of risk. Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks.

We are subject to environmental liability risk associated with lending activities.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Risks Related to the Offering

The future price of our shares of common stock may be less than the $10.00 offering price per share.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 offering price. In many cases, shares of common stock issued by newly converted savings institutions have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of PCSB Financial and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to invest between $66.5 million and $90.3 million of the net proceeds of the offering (or $104.0 million at the adjusted maximum of the offering range) in PCSB Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including, subject to regulatory limitations, the repurchase of shares of common stock and the payment of dividends. We also expect to use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of common stock in the offering. PCSB Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, except for funding the loan to the employee stock ownership plan and funding the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes. Therefore, we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as opening new branches or acquiring other financial institutions, may require prior regulatory approval. We have not established a timetable for reinvesting the net proceeds, and we cannot predict how long it will take to reinvest the net proceeds. Our failure to utilize these funds effectively and timely would reduce our profitability and may adversely affect the value of our common stock.

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Our return on equity may be low following the offering and this could negatively affect the trading price of our shares of common stock.

Net income divided by average shareholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity may be low until we are able to leverage the additional capital we receive from the offering. Our return on equity will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Until we can increase our net interest income and non-interest income and deploy the capital raised in the offering, we expect our return on equity to be low, which may reduce the market price of our shares of common stock.

We are an emerging growth company, and any decision by us to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We could be an emerging growth company for up to five years following the completion of this offering. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year. Investors may find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

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

Upon completion of the conversion and 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.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the conversion and offering, subject to shareholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards actually granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock

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sold in the offering and contributed to the charitable foundation. If we award restricted shares of common stock or grant options in excess of these amounts under stock-based benefit plans adopted more than 12 months after the completion of the offering, our costs would increase further.

In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering for shares purchased in the offering and for our new stock-based benefit plans has been estimated to be approximately $3.9 million ($2.8 million after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Offering.”

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, shareholders have approved these stock-based benefit plans.

We intend to adopt one or more new stock-based benefit plans following the offering. These plans may be funded either through open market purchases or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on common stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, shareholders would experience a 12.3% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options and shares of restricted common stock in amounts equal to 10% and 4%, respectively, of the shares sold in the offering and contributed to the charitable foundation. If we adopt the plans more than 12 months following the offering, new stock-based benefit plans would not be subject to these limitations and shareholders could experience greater dilution.

Although the implementation of new stock-based benefit plans would be subject to shareholder approval, 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 shareholders.

We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

If we adopt stock-based benefit plans more than 12 months following the completion of the offering, then grants of shares of common stock or stock options under our existing and proposed stock-based benefit plans may exceed 4% and 10%, respectively, of shares of common stock sold in the offering and contributed to the charitable foundation. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Our stock-based benefit plans will increase our expenses and reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to shareholders in excess of that described in “—The implementation of stock-based benefit plans may dilute your ownership interest. Historically, shareholders have approved these stock-based benefit plans.” Although the implementation of stock-based benefit plans would be subject to shareholder approval, the timing of the implementation of such plans will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our articles of incorporation and bylaws and state and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of PCSB Financial without our board of directors’ prior approval.

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Under Federal Reserve Board regulations, for a period of three years following completion of the conversion and offering, no person may directly or indirectly acquire or offer to acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Acquisition of 10% or more of any class of voting stock of a bank holding company creates a rebuttable presumption that the acquirer “controls” the bank holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board and the NYSDFS before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including PCSB Bank.

There also are provisions in our articles of organization that may be used to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of the shares of common stock outstanding. Furthermore, shares of restricted stock and stock options that we have granted or may grant to employees and directors, stock ownership by our management and directors, employment agreements that we have entered into with our executive officers and other factors may make it more difficult for companies or persons to acquire control of PCSB Financial without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our articles of incorporation could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.

For additional information, see “Restrictions on Acquisition of PCSB Financial Corporation,” “Management—Employment Agreements” and “—Benefits to be Considered Following Completion of the Offering.”

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations restrict us from repurchasing any of our shares of common stock during the first year following the offering and limit us from repurchasing our shares of common stock during the second and third years following the offering, unless we obtain prior approval from the NYSDFS that relieves us from these restrictions and limitations. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase any of our shares of common stock during the first year following the offering and limitations on our ability to repurchase our shares of common stock during the second and third years following the offering may negatively affect our stock price.

We have never issued common stock to the public, and there is no guarantee that a liquid market will develop.

We have never issued common stock to the public and there is no established market for our common stock. We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “PCSB”, subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated 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, we may not be able to obtain such commitments. This would result in our common stock not being listed for trading on the Nasdaq Capital Market, which could reduce the liquidity of our common stock.

You may not revoke your order to purchase common stock in the subscription or community offerings after you send us your order form.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the offering, including any extension of the expiration date and consummation of a syndicated offering or firm commitment offering. Because completion of the offering will be subject to regulatory approvals and an update of

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the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond             , 2017, or the number of shares to be sold in the offering is increased to more than 21,160,000 shares or decreased to fewer than 13,600,000 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted to eligible current or former depositors of PCSB Bank are deemed to have an ascertainable value, receipt of the rights may be taxable in an amount equal to the ascertained value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that subscription rights have no ascertainable value; however, the opinion is not binding on the Internal Revenue Service.

Risks Related to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2017.

We intend to establish and fund a new charitable foundation in connection with the conversion and offering. We intend to contribute shares of our common stock equal to 2.1% of the shares sold in the offering and an amount of cash so that the total contribution equals $5.0 million. At the minimum, midpoint, maximum and adjusted maximum of the offering range, we will contribute to the charitable foundation 285,600, 336,000, 386,400 and 444,360 shares of common stock and approximately $2.1 million, $1.6 million, $1.1 million and $556,400 in cash, respectively. The contribution will have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution is expected to reduce net income in fiscal 2017 by approximately $3.3 million. Our fiscal 2016 net income was $2.9 million. In addition, persons purchasing shares in the offering will have their ownership and voting interests in PCSB Financial diluted by up to 2.1% due to the contribution of shares of common stock to the charitable foundation.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth selected consolidated historical financial and other data for PCSB Bank at the dates and for the periods indicated. It is only a summary and it should be read in conjunction with the business and financial information contained elsewhere in this prospectus, including the consolidated financial statements beginning on page F-1. The information at September 30, 2016 and for the three months ended September 30, 2016 and 2015 is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. All adjustments are normal and recurring. The results of operations for the three months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire year. The information at June 30, 2016 and 2015 and for the years ended June 30, 2016 and 2015 is derived in part from the audited consolidated financial statements appearing in this prospectus. The information at June 30, 2014, 2013 and 2012 and for the years ended June 30, 2014, 2013 and 2012 is derived in part from audited consolidated financial statements not appearing in this prospectus.

	At September 30,		At June 30,
	2016		2016		2015		2014		2013		2012
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	1,254,444	$	1,262,071	$	1,200,750	$	976,630	$	969,433	$	975,643
Cash and cash equivalents		60,423		41,578		77,761		105,250		147,166		138,776
Securities held-to-maturity		265,071		270,679		269,913		267,146		260,629		266,540
Securities available-for-sale		109,591		112,351		84,943		72,109		88,015		86,818
Loans receivable, net		763,915		782,336		727,134		507,161		449,577		466,231
Goodwill and other intangibles		6,772		6,808		6,703		—		—		—
Total liabilities		1,142,938		1,152,122		1,090,479		864,991		860,058		870,583
Deposits		1,116,837		1,112,695		1,060,505		856,518		851,540		857,697
Federal Home Loan Bank advances		11,051		20,081		14,000		—		—		—
Total equity		111,506		109,949		110,271		111,639		109,375		105,060

	For the Three Months Ended September 30,				For the Year Ended June 30,
	2016		2015		2016		2015		2014		2013		2012
	(Dollars in thousands)
Selected Operating Data:
Interest and dividend income	$	10,109	$	9,663	$	39,044	$	28,827	$	25,864	$	26,273	$	30,468
Interest expense		1,334		1,179		4,812		3,884		3,634		4,306		6,238
Net interest income		8,775		8,484		34,232		24,943		22,230		21,967		24,230
Provision for loan losses		26		41		1,859		1,326		903		741		1,923
Net interest income after provision for loan losses		8,749		8,443		32,373		23,617		21,327		21,226		22,307
Non-interest income		552		428		1,951		1,567		1,650		1,298		1,244
Non-interest expense (1)		7,198		7,047		30,265		23,974		20,651		20,306		19,769
Income before income tax expense		2,103		1,824		4,059		1,210		2,326		2,218		3,782
Income tax expense		647		568		1,133		702		699		732		1,304
Net income	$	1,456	$	1,256	$	2,926	$	508	$	1,627	$	1,486	$	2,478

(1) Non-interest expense for the three months ended September 30, 2015 and the years ended June 30, 2016 and 2015 include merger expenses of $122,000, $790,000 and $1.1 million, respectively.

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	At or For the Three Months Ended September 30,						At or For the Year Ended June 30,
	2016			2015			2016			2015			2014			2013			2012
Selected Financial Ratios (1):
Return on average assets (2)		0.46	%		0.41	%		0.24	%		0.05	%		0.17	%		0.15	%		0.26	%
Return on average equity (3)		5.24			4.50			2.59			0.45			1.47			1.39			2.33
Non-interest income to average assets		0.17			0.14			0.16			0.15			0.17			0.14			0.13
Non-interest expense to average assets		2.27			2.33			2.48			2.34			2.14			2.11			2.07
Net interest margin (4)		2.89			2.90			2.92			2.50			2.30			2.29			2.53
Efficiency ratio (5)		77.39			79.44			88.17			95.20			89.88			90.15			83.94
Average interest-earning assets to average interest-bearing liabilities		120.00			120.35			120.01			122.55			125.00			125.35			125.23
Loans to deposits		68.40			69.59			70.31			68.56			59.21			52.80			54.36
Equity to assets (6)		8.76			9.22			9.27			11.03			11.47			11.11			11.09
Tangible equity to tangible assets (7)		8.27			8.72			8.77			10.93			11.47			11.11			11.09
Capital Ratios:
Tier 1 capital (to adjusted total assets)		8.85			9.09			8.92			8.88			11.73			11.64			11.51
Tier I capital (to risk-weighted assets)		13.89			14.62			13.47			15.47			22.49			23.68			22.74
Total capital (to risk-weighted assets)		14.39			15.14			13.96			16.03			23.29			24.52			23.75
Common equity Tier 1 capital (to risk-weighted assets)		13.89			14.62			13.47			15.47			22.49			23.68			22.74
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans		0.53			0.54			0.51			0.54	(8)		0.80			0.88			1.05
Allowance for loan losses as a percent of non-performing loans		46.50			25.73			32.17			18.69			22.70			17.91			28.31
Net charge-offs to average outstanding loans during the period		—			0.01			0.23			0.27			0.17			0.37			1.11
Non-performing loans as a percent of total loans		1.14			2.08			1.60			2.87			3.51			4.92			3.72
Non-performing assets as a percent of total assets		0.78			1.32			1.07			1.78			1.85			2.35			1.90
Other Data:
Number of full-service offices		15			15			15			15			10			9			9
Number of full-time equivalent employees		171			173			169			174			138			133			133

(1) Ratios for the three months ended September 30, 2016 and 2015 are annualized.

(2) Represents net income divided by average total assets.

(3) Represents net income divided by average equity.

(4) Represents net interest income as a percent of average interest-earning assets.

(5) Represents non-interest expense divided by the sum of net interest income and non-interest income.

(6) Represents average equity divided by average total assets.

(7) Average tangible equity to average tangible assets is a non-GAAP financial measure and represents average tangible equity calculated as a percentage of average tangible assets for the period presented. We believe that a disclosure of tangible equity to tangible assets may be helpful for those investors who seek to evaluate our equity without giving effect to goodwill and other intangible assets. The following table presents a reconciliation of average tangible equity to average tangible assets for the periods presented:

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	For the Three Months Ended September 30,						For the Year Ended June 30,
	2016			2015			2016			2015			2014			2013			2012
	(Dollars in thousands)
Average equity	$	111,235		$	111,722		$	112,955		$	112,760		$	110,671		$	106,812		$	106,201
Less: Goodwill and other intangibles		6,796			6,713			6,663			1,158			—			—			—
Average tangible equity	$	104,439		$	105,009		$	106,292		$	111,602		$	110,671		$	106,812		$	106,201
Average assets	$	1,269,707		$	1,211,435		$	1,218,073		$	1,022,363		$	964,700		$	961,024		$	957,329
Less: Goodwill and other intangibles		6,796			6,713			6,663			1,158			—			—			—
Average tangible assets	$	1,262,911		$	1,204,722		$	1,211,410		$	1,021,205		$	964,700		$	961,024		$	957,329
Tangible equity to tangible assets		8.27	%		8.72	%		8.77	%		10.93	%		11.47	%		11.11	%		11.09	%

(8) Loans acquired in the CMS Bancorp, Inc./CMS Bank acquisition were recorded at their estimated fair value at the acquisition date and did not include a carry-over of the related pre-acquisition allowance for loan losses.

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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” 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 quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

• general economic conditions, either nationally or in our market areas, that are worse than expected;

• changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses;

• our ability to access cost-effective funding;

• fluctuations in real estate values and both residential and commercial real estate market conditions;

• demand for loans and deposits in our market area;

• our ability to continue to implement our business strategies;

• competition among depository and other financial institutions;

• inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

• 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, including as a result of Basel III;

• our ability to manage market risk, credit risk and operational risk in the current economic conditions;

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• our ability to enter new markets successfully and capitalize on growth opportunities;

• our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

• 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 or the Public Company Accounting Oversight Board;

• our ability to retain key employees;

• our compensation expense associated with equity allocated or awarded to our employees; and

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

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page 14.

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we cannot determine what the actual net offering proceeds will be until the offering is completed, we estimate that the net proceeds will be between $133.1 million and $180.7 million, or $208.0 million if the offering range is increased by 15%.

We intend to distribute the net proceeds as follows:

	Based Upon the Sale at $10.00 Per Share of
	13,600,000 Shares					16,000,000 Shares					18,400,000 Shares					21,160,000 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)
Gross offering proceeds	$	136,000				$	160,000				$	184,000				$	211,600
Less: offering expenses		2,934					3,133					3,331					3,559
Net offering proceeds	$	133,066		100.0	%	$	156,867		100.0	%	$	180,669		100.0	%	$	208,041		100.0	%
Distribution of net proceeds:
Proceeds contributed to PCSB Bank	$	66,533		50.0	%	$	78,434		50.0	%	$	90,335		50.0	%	$	104,021		50.0	%
Loan to employee stock ownership plan	$	11,109		8.3	%	$	13,069		8.3	%	$	15,029		8.3	%	$	17,284		8.3	%
Cash contribution to the charitable foundation	$	2,144		1.6	%	$	1,640		1.0	%	$	1,136		0.6	%	$	556		0.3	%
Proceeds retained by PCSB Financial	$	53,280		40.0	%	$	63,724		40.6	%	$	74,169		41.1	%	$	86,180		41.4	%

(1) As adjusted to give effect to an increase in the number of shares, which increase 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 reduce PCSB Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if fewer shares were sold in the subscription and community offerings and more in the syndicated offering than we have assumed.

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PCSB Financial may use the proceeds it retains from the offering:

• to invest in securities;

• to repurchase shares of our common stock, including repurchases to fund stock-based benefit plans;

• to finance the potential acquisition of financial institutions or financial services companies, although we do not currently have any agreements or understandings regarding any specific acquisition transaction;

• to pay cash dividends to shareholders; and

• for other general corporate purposes.

See “Our Dividend Policy” for a discussion of our expected dividend policy following the completion of the offering. Under NYSDFS regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion and, in the second and third years, we may not repurchase more than 5% of our then-outstanding shares of common stock in each of those years without the prior approval of the NYSDFS.

PCSB Bank may use the net proceeds it receives from the offering:

• to fund new loans;

• to invest in securities;

• to expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity; and

• for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investment securities of the type currently held by PCSB Bank. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions.

We expect our return on equity to be low until we are able to effectively deploy the additional capital raised in the offering. See “Risk Factors—Risks Related to the Offering—Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.”

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OUR DIVIDEND POLICY

Following completion of the conversion, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. We currently intend to pay quarterly cash dividends but have not determined the amount or when payment would start. The payment and amount of dividends would depend upon a number of factors, including: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; 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, they will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by applicable law, regulations and policy, may be paid in addition to, or in lieu of, regular cash dividends.

We will file a consolidated federal tax return with PCSB Bank. Accordingly, it is anticipated that any cash distributions that we make 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 applicable regulations, during the three-year period following the 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 of PCSB Financial—Common Stock.” Dividends we can declare and pay will depend, in part, upon receipt of dividends from PCSB Bank, because initially we will have no source of income other than dividend income from PCSB Bank and earnings from the investment of the net proceeds from the sale of shares of common stock retained by us and interest payments received in connection with the loan to the employee stock ownership plan. New York banking law imposes limitations on capital distributions by PCSB Bank. See “Regulation and Supervision—New York Banking Laws and Supervision—Dividends.”

Any payment of dividends by PCSB Bank to us that would be deemed to be drawn out of PCSB Bank’s bad debt reserves, if any, would require a payment of taxes at the then-current tax rate by PCSB Bank on the amount of earnings deemed to be removed from the reserves for such distribution. PCSB Bank does not intend to make any distribution to us that would create such a federal tax liability.

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 listed for trading on the Nasdaq Capital Market under the symbol “PCSB”, subject to completion of the conversion and compliance with certain listing conditions, including the presence of at least three registered and active market makers. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated 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.

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At September 30, 2016, PCSB Bank exceeded all applicable regulatory capital requirements and was considered “well capitalized.” The table below sets forth, at September 30, 2016, the historical equity capital and regulatory capital and the pro forma equity capital and regulatory capital of PCSB Bank after giving effect to the sale of shares of common stock at $10.00 per share. The tabular data assumes the receipt by PCSB Bank of 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	PCSB Bank Historical at					Pro Forma at September 30, 2016 Based Upon the Sale in the Offering of:
	September 30, 2016					13,600,000 Shares						16,000,000 Shares						18,400,000 Shares						21,160,000 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 capital	$	111,506		8.89	%	$	161,376			12.21	%	$	170,337			12.77	%	$	179,296			13.33	%	$	189,600			13.95	%
Tier 1 leverage capital	$	112,246		8.85	%	$	162,116			12.14	%	$	171,077			12.70	%	$	180,036			13.25	%	$	190,340			13.87	%
Tier 1 leverage requirement		63,430		5.00	%		66,757			5.00	%		67,352			5.00	%		67,947			5.00	%		68,631			5.00	%
Excess	$	48,816		3.85	%	$	95,359			7.14	%	$	103,725			7.70	%	$	112,089			8.25	%	$	121,709			8.87	%
Tier 1 risk-based capital (3)	$	112,246		13.89	%	$	162,116			19.73	%	$	171,077			20.76	%	$	180,036			21.79	%	$	190,340			22.96	%
Tier 1 risk-based requirement		64,660		8.00	%		65,725			8.00	%		65,915			8.00	%		66,106			8.00	%		66,325			8.00	%
Excess	$	47,586		5.89	%	$	96,391			11.73	%	$	105,162			12.76	%	$	113,930			13.79	%	$	124,015			14.96	%
Total risk-based capital (3)	$	116,311		14.39	%	$	166,181			20.23	%	$	175,142			21.26	%	$	184,101			22.28	%	$	194,405			23.45	%
Total risk-based requirement		80,825		10.00	%		82,156			10.00	%		82,394			10.00	%		82,632			10.00	%		82,906			10.00	%
Excess	$	35,486		4.39	%	$	84,025			10.23	%	$	92,748			11.26	%	$	101,469			12.28	%	$	111,499			13.45	%
Common equity tier 1 capital	$	112,246		13.89	%	$	162,116			19.73	%	$	171,077			20.76	%	$	180,036			21.79	%	$	190,340			22.96	%
Common equity tier 1 requirement		52,537		6.50	%		53,401			6.50	%		53,556			6.50	%		53,711			6.50	%		53,889			6.50	%
Excess	$	59,709		7.39	%	$	108,715			13.23	%	$	117,521			14.26	%	$	126,325			15.29	%	$	136,451			16.46	%
Reconciliation:
Net proceeds infused into PCSB Bank						$	66,533					$	78,434					$	90,335					$	104,021
Less: Common stock acquired by employee stock ownership plan						$	(11,109	)				$	(13,069	)				$	(15,029	)				$	(17,284	)
Less: Common stock acquired by stock-based benefit plan						$	(5,554	)				$	(6,534	)				$	(7,515	)				$	(8,642	)
Pro forma increase in tier 1 and risk-based capital						$	49,870					$	58,831					$	67,791					$	78,095

(1) As adjusted to give effect to an increase in the number of shares, which increase 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) Equity and Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

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If, at September 30, 2016, PCSB Financial had been subject to the consolidated regulatory capital requirements applicable to bank holding companies, which are identical to the regulatory capital requirements applicable to PCSB Bank, PCSB Financial would have exceeded all applicable consolidated regulatory capital requirements and would have been considered “well capitalized.” The table below sets forth, at September 30, 2016, the historical equity capital and regulatory capital of PCSB Bank and the pro forma consolidated equity capital and regulatory capital of PCSB Financial after giving effect to the sale of shares of common stock at $10.00 per share. The tabular data assumes that PCSB Financial will invest 50% of the net offering proceeds in PCSB Bank, lend a portion of net offering proceeds to our employee stock ownership plan, and retain the remaining net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	PCSB Bank Historical at					Pro Forma at September 30, 2016 Based Upon the Sale in the Offering of:
	September 30, 2016					13,600,000 Shares						16,000,000 Shares						18,400,000 Shares						21,160,000 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 capital	$	111,526		8.89	%	$	227,485			16.59	%	$	248,851			17.87	%	$	270,215			19.11	%	$	294,785			20.49	%
Tier 1 leverage capital	$	112,246		8.85	%	$	228,205			16.48	%	$	249,571			17.75	%	$	270,935			18.98	%	$	295,505			20.35	%
Tier 1 leverage requirement		63,430		5.00			69,228			5.00			70,296			5.00			71,365			5.00			72,593			5.00
Excess	$	48,816		3.85	%	$	158,977			11.48	%	$	179,275			12.75	%	$	199,570			13.98	%	$	222,912			15.35	%
Tier 1 risk-based capital (3)	$	112,246		13.89	%	$	228,205			27.45	%	$	249,571			29.86	%	$	270,935			32.25	%	$	295,505			34.97	%
Tier 1 risk-based requirement		64,660		8.00			66,516			8.00			66,858			8.00			67,199			8.00			67,592			8.00
Excess	$	47,586		5.89	%	$	161,689			19.45	%	$	182,713			21.86	%	$	203,736			24.25	%	$	227,913			26.97	%
Total risk-based capital (3)	$	116,311		14.39	%	$	232,270			27.94	%	$	253,636			30.35	%	$	275,000			32.74	%	$	299,570			35.46	%
Total risk-based requirement		80,825		10.00			83,145			10.00			83,572			10.00			83,999			10.00			84,491			10.00
Excess	$	35,486		4.39	%	$	149,125			17.94	%	$	170,064			20.35	%	$	191,001			22.74	%	$	215,079			25.46	%
Common equity tier 1 capital	$	112,246		13.89	%	$	228,205			27.45	%	$	249,571			29.86	%	$	270,935			32.25	%	$	295,505			34.97	%
Common equity tier 1 requirement		64,660		8.00			66,516			8.00			66,858			8.00			67,199			8.00			67,592			8.00
Excess	$	47,586		5.89	%	$	161,689			19.45	%	$	182,713			21.86	%	$	203,736			24.25	%	$	227,913			26.97	%
Reconciliation:
Net proceeds infused from the offering						$	133,066					$	156,868					$	180,669					$	208,041
Plus: Tax benefit of contribution to charitable foundation						$	1,700					$	1,700					$	1,700					$	1,700
Less: Cash contribution to charitable foundation						$	(2,144	)				$	(1,640	)				$	(1,136	)				$	(556	)
Less: Common stock acquired by employee stock ownership plan						$	(11,109	)				$	(13,069	)				$	(15,029	)				$	(17,284	)
Less: Common stock acquired by stock-based benefit plan						$	(5,554	)				$	(6,534	)				$	(7,515	)				$	(8,642	)
Pro forma increase in tier 1 and risk-based capital						$	115,959					$	137,325					$	158,689					$	183,259

(1) As adjusted to give effect to an increase in the number of shares, which increase 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) Equity and Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

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CAPITALIZATION

The following table presents, at September 30, 2016, the historical consolidated capitalization of PCSB Bank and the pro forma consolidated capitalization of PCSB Financial after giving effect to the conversion and offering based upon the assumptions set forth under “Pro Forma Data.”

	PCSB Bank Historical at September 30, 2016			PCSB Financial Pro Forma at September 30, 2016 Based upon the Sale in the Offering at $10.00 per Share of:
				13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares (1)
	(Dollars in thousands)
Deposits (2)	$	1,116,837		$	1,116,837		$	1,116,837		$	1,116,837		$	1,116,837
Borrowings		11,051			11,051			11,051			11,051			11,051
Total deposits and borrowed funds	$	1,127,888		$	1,127,888		$	1,127,888		$	1,127,888		$	1,127,888
Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized		—			—			—			—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; shares to be issued as reflected (3)		—			139			163			188			216
Additional paid-in capital		—			135,783			160,064			184,345			212,269
Tax benefit of contribution to the charitable foundation		—			1,700			1,700			1,700			1,700
Retained earnings (4)		119,375			119,375			119,375			119,375			119,375
Accumulated other comprehensive income		(7,869	)		(7,869	)		(7,869	)		(7,869	)		(7,869	)
Less:
Expense of contribution to the charitable foundation		—			(5,000	)		(5,000	)		(5,000	)		(5,000	)
Common stock to be acquired by employee stock ownership plan (5)		—			(11,109	)		(13,069	)		(15,029	)		(17,284	)
Common stock to be acquired by stock-based benefit plan (6)		—			(5,554	)		(6,534	)		(7,515	)		(8,642	)
Total shareholders’ equity	$	111,506		$	227,465		$	248,830		$	270,195		$	294,765
Pro Forma Shares Outstanding
Total shares issued		—			13,885,600			16,336,000			18,786,400			21,604,360
Shares issued to charitable foundation		—			285,600			336,000			386,400			444,360
Shares sold in the offering		—			13,600,000			16,000,000			18,400,000			21,160,000
Total shareholders’ equity as a percentage of total assets		8.89	%		16.59	%		17.87	%		19.11	%		20.49	%
Tangible equity as a percentage of tangible assets (7)		8.39	%		16.17	%		17.47	%		18.72	%		20.11	%

(1) As adjusted to give effect to an increase in the number of shares, which increase 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) Does not reflect withdrawals from deposit accounts at PCSB Bank for the purchase of shares of common stock. 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 common stock pursuant to the exercise of options under one or more stock-based benefit plans. If the plans are implemented within the first year after the closing of the offering, an amount up to 10% of the shares of common stock sold in the offering and contributed to the charitable foundation will be reserved for issuance upon the exercise of options under the plans. See “Management.”

(4) The retained earnings of PCSB Bank will be substantially restricted after the offering. See “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”

(5) Assumes that 8% of the shares sold in the offering and contributed to the charitable foundation will be acquired by the employee stock ownership plan financed by a loan from PCSB Financial. The loan will be repaid principally from PCSB Bank’s contributions to the employee stock ownership plan. Since PCSB Financial will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on PCSB Financial’s consolidated balance sheet. 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 shareholders’ equity.

(6) Assumes a number of shares of common stock equal to 4% of the shares of common stock to be sold in the offering and contributed to the charitable foundation will be purchased for grant by one or more stock-based benefit plans. The funds to

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be used by such plans to purchase the shares will be provided by PCSB Financial. The dollar amount of common stock to be purchased is based on the $10.00 per share offering price and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the offering price. PCSB Financial will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plans and will credit capital in an amount equal to the charge to operations. Implementation of such plans will require shareholder approval.

(7) At September 30, 2016, intangible assets totaled $6.8 million.

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PRO FORMA DATA

The following tables summarize historical and pro forma data of PCSB Financial at and for the three months ended September 30, 2016 and at and for the year ended June 30, 2016. 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 offering.

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

(i) all shares of common stock will be sold in the subscription and community offerings;

(ii) our trustees, executive officers, and their associates will purchase 249,000 shares of common stock;

(iii) our employee stock ownership plan will purchase 8% of the shares of common stock sold in the offering and contributed to the charitable foundation with the proceeds of a loan from PCSB Financial. The loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest, calculated at the date of the loan origination) over a 15-year period. Interest income that we earn on the loan will offset the interest paid by PCSB Bank;

(iv) PCSB Financial will contribute $2.1 million, $1.6 million, $1.1 million and $556,400 in cash to the charitable foundation at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively;

(v) we will pay Sandler O’Neill & Partners, L.P. a fee equal to 0.90% of the aggregate amount of common stock sold in the subscription and community offerings;

(vi) no fee will be paid with respect to shares of common stock purchased by our tax-qualified and non-qualified employee stock benefit plans, or stock purchased by our officers, trustees and employees, and their immediate families; and

(vii) total expenses of the offering, other than the fees and commissions to be paid to Sandler O’Neill & Partners, L.P. and other broker-dealers, will be $1.7 million.

We calculated pro forma consolidated net income for the three months ended September 30, 2016 and the year ended June 30, 2016 as if the estimated net proceeds had been invested at the beginning of the period at an assumed interest rate of 1.14% (0.75% after-tax). This rate represents the yield on the five-year U.S. Treasury Note at September 30, 2016, 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 applicable regulations.

We further believe that the reinvestment rate is factually supportable because:

• the yield on the U.S Treasury Note can be determined and/or estimated from third-party sources; and

• we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and shareholders’ equity by the indicated number of shares of common stock. For purposes of pro forma earnings per share calculations, 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 as if the shares of common

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stock were outstanding at the beginning of the year, but we did not adjust per share historical or pro forma shareholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of one or more stock-based benefit plans. Subject to the receipt of shareholder approval, we have assumed that stock-based benefit plans will acquire for restricted stock awards a number of shares of common stock equal to 4% of the shares of common stock sold in the offering and contributed to the charitable foundation at the same price for which they were sold in the offering. We assume that awards of common stock granted under such plans vest over a five-year period.

We have also assumed that options will be granted under stock-based benefit plans to acquire shares of common stock equal to 10% of the shares of common stock sold in the offering and contributed to the charitable foundation. In preparing the table below, we assumed that shareholder 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 $2.34 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 12.81% for the shares of common stock, no dividend yield, an expected option term of 10 years and a risk-free rate of return of 1.60%.

We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the offering and contributed to the charitable foundation and that vest sooner than over a 5-year period if the stock-based benefit plans are adopted more than one year following the offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 50% of the net offering proceeds to PCSB Bank, and we will retain the remainder of the net offering proceeds. We will use a portion of the proceeds we retain for the purpose of funding 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 at PCSB Bank to purchase shares of common stock in the offering;

• our results of operations after the offering;

• increased fees that we would pay Sandler O’Neill & Partners, L.P. and other broker-dealers if we would have to conduct a syndicated offering; or

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

The following pro forma information may not be representative of the financial effects of the offering at the dates on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated shareholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma shareholders’ 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 shareholders if we liquidated. Moreover, pro forma shareholders’ equity per share does not give effect to the liquidation account to be established by PCSB Bank or, in the unlikely event of a liquidation of PCSB Bank, to the tax effect of the recapture of the bad debt reserve.

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	At or for the Three Months Ended September 30, 2016 Based Upon the Sale at $10.00 Per Share of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares (1)
	(Dollars in thousands, except per share amounts)
Gross proceeds of stock offering	$	136,000		$	160,000		$	184,000		$	211,600
Plus: market value of shares issued to charitable foundation		2,856			3,360			3,864			4,444
Pro forma market capitalization	$	138,856		$	163,360		$	187,864		$	216,044
Gross proceeds of stock offering	$	136,000		$	160,000		$	184,000		$	211,600
Less: expenses		2,934			3,133			3,331			3,559
Estimated net proceeds		133,066			156,867			180,669			208,041
Less: Cash contribution to charitable foundation		(2,144	)		(1,640	)		(1,136	)		(556	)
Less: Common stock purchased by employee stock ownership plan		(11,109	)		(13,069	)		(15,029	)		(17,284	)
Less: Common stock purchased by stock-based benefit plans		(5,554	)		(6,534	)		(7,515	)		(8,642	)
Estimated net proceeds, as adjusted	$	114,259		$	135,624		$	156,989		$	181,559
For the Three Months Ended September 30, 2016
Consolidated net earnings:
Historical	$	1,456		$	1,456		$	1,456		$	1,456
Pro forma income on net proceeds		215			255			295			342
Pro forma employee stock ownership plan adjustment (2)		(122	)		(144	)		(165	)		(190	)
Pro forma stock award adjustment (3)		(183	)		(216	)		(248	)		(285	)
Pro forma stock option plan adjustment (4)		(149	)		(175	)		(201	)		(231	)
Pro forma net income (5)(6)	$	1,217		$	1,176		$	1,137		$	1,092
Per share net income:
Historical	$	0.11		$	0.09		$	0.08		$	0.06
Pro forma income on net proceeds		0.02			0.02			0.02			0.02
Pro forma employee stock ownership plan adjustment (2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock award adjustment (3)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock option plan adjustment(4)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma earnings per share (5)(6)	$	0.10		$	0.08		$	0.07		$	0.05
Stock price as a multiple of pro forma earnings per share		25.00x			31.25x			35.71x			50.00x
Shares used for calculating pro forma earnings per share		12,793,266			15,050,901			17,308,537			19,904,817
At September 30, 2016
Shareholders’ equity:
Historical	$	111,506		$	111,506		$	111,506		$	111,506
Estimated net proceeds		133,066			156,867			180,669			208,041
Plus: market value of shares issued to charitable foundation		2,856			3,360			3,864			4,444
Plus: tax benefit of contribution to charitable foundation		1,700			1,700			1,700			1,700
Less: expense of contribution to charitable foundation		(5,000	)		(5,000	)		(5,000	)		(5,000	)
Less: common stock acquired by employee stock ownership plan (2)		(11,109	)		(13,069	)		(15,029	)		(17,284	)
Less: common stock acquired by stock-based benefit plans (3)		(5,554	)		(6,534	)		(7,515	)		(8,642	)
Pro forma shareholders’ equity (7)(8)		227,465			248,830			270,195			294,765
Intangible assets		(6,772	)		(6,772	)		(6,772	)		(6,772	)
Pro forma tangible shareholders’ equity	$	220,693		$	242,058		$	263,423		$	287,993
Shareholders’ equity per share:
Historical	$	8.03		$	6.83		$	5.93		$	5.15
Estimated net proceeds		9.58			9.60			9.62			9.63
Plus: market value of shares issued to charitable foundation		0.21			0.21			0.21			0.21
Plus: tax benefit of contribution to charitable foundation		0.12			0.10			0.09			0.08
Less: tax expense of stock contribution to charitable foundation		(0.36	)		(0.31	)		(0.27	)		(0.23	)
Less: common stock acquired by employee stock ownership plan (2)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock acquired by stock-based benefit plans (3)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma shareholders’ equity per share (7)(8)		16.38			15.23			14.38			13.64
Intangible assets		(0.49	)		(0.41	)		(0.36	)		(0.31	)
Pro forma shareholders’ equity per share	$	15.89		$	14.82		$	14.02		$	13.33

38

	At or for the Three Months Ended September 30, 2016 Based Upon the Sale at $10.00 Per Share of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares (1)
	(Dollars in thousands, except per share amounts)
Offering price as percentage of equity per share (8)		61.05	%		65.66	%		69.54	%		73.31	%
Offering price as percentage of tangible equity per share		62.93	%		67.48	%		71.33	%		75.02	%
Shares used for pro forma shareholders’ equity per share		13,885,600			16,336,000			18,786,400			21,604,360

(footnotes begin on following page)

39

(1) As adjusted to give effect to an increase in the number of shares, which increase 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 the shares of common stock sold in the offering and contributed to the charitable foundation 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 PCSB Financial. PCSB 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. PCSB Bank’s total annual payments on the employee stock ownership plan debt are based upon 15 equal annual installments of principal and interest. 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 PCSB 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 federal and state tax rate of 34.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of shareholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 18,514, 21,781, 25,049 and 28,806 shares were committed to be released during the period at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and according to ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations.

(3) Assumes that one or more stock-based benefit plans purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering and contributed to the charitable foundation. Shareholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the offering. The shares may be acquired directly from PCSB Financial or through open market purchases. Shares in the stock-based benefit plan are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by PCSB Financial. The table assumes that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 5.0% of the amount contributed to the plan is amortized as an expense during the three months ended September 30, 2016, and (iii) the plan expense reflects an effective combined federal and state tax rate of 34.0%. The issuance of authorized but unissued shares of common stock to fund these awards would dilute shareholders’ ownership and voting interests by approximately 3.8%.

(4) Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering and contributed to the charitable foundation. Shareholder approval of the plans may not occur earlier than six months after the completion of the offering. In calculating the pro forma effect of the 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 $2.34 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a 5-year vesting period of the options, and that 25% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 34.0%. The actual expense 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 and 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 used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and shareholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute shareholders’ ownership and voting interests by approximately 9.1%.

(5) Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and contributed to the charitable foundation and, according to ASC 718-40, subtracting the employee stock ownership plan shares which have not been committed for release during the year. See footnote 1 above. The number of shares of common stock actually sold and the corresponding number of outstanding shares may be more or less than the assumed amounts.

(6) Does not give effect to the non-recurring expense that will be recognized during fiscal 2017 as a result of the contribution to the charitable foundation. The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income and pro forma net income per share assuming the contribution to the charitable foundation had been expensed during the three months ended September 30, 2016.

	For the Three Months Ended September 30, 2016 Based upon the Sale at $10.00  Per Share of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares
	(In thousands, except per share amounts)
After-tax expense of stock and cash contribution to charitable foundation	$	3,300		$	3,300		$	3,300		$	3,300
Pro forma net income, adjusted for foundation contribution		(2,083	)		(2,124	)		(2,163	)		(2,208	)
Pro forma net income (loss) per share		(0.16	)		(0.14	)		(0.12	)		(0.11	)

The pro forma data assume that we will realize 100% of the income tax benefit as a result of the contribution to the charitable foundation based on a 34.0% combined federal and state tax rate. The realization of the tax benefit is generally limited annually to 10% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(7) The retained earnings of PCSB Bank will be substantially restricted after the offering. See “Our Dividend Policy,” and “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”

(8) At September 30, 2016, intangible assets totaled $6.8 million.

40

	At or for the Year Ended June 30, 2016 Based upon the Sale at $10.00  Per Share of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares (1)
	(Dollars in thousands, except per share amounts)
Gross proceeds of stock offering	$	136,000		$	160,000		$	184,000		$	211,600
Plus: market value of shares issued to charitable foundation		2,856			3,360			3,864			4,444
Pro forma market capitalization	$	138,856		$	163,360		$	187,864		$	216,044
Gross proceeds of stock offering	$	136,000		$	160,000		$	184,000		$	211,600
Less: expenses		2,934			3,133			3,331			3,559
Estimated net proceeds		133,066			156,867			180,669			208,041
Less: cash contribution to charitable foundation		(2,144	)		(1,640	)		(1,136	)		(556	)
Less: common stock purchased by employee stock ownership plan		(11,109	)		(13,069	)		(15,029	)		(17,284	)
Less: common stock purchased by stock-based benefit plans		(5,554	)		(6,534	)		(7,515	)		(8,642	)
Estimated net proceeds, as adjusted	$	114,259		$	135,624		$	156,989		$	181,559
For the Year Ended June 30, 2016
Consolidated net earnings:
Historical	$	2,926		$	2,926		$	2,926		$	2,926
Pro forma income on net proceeds		860			1,020			1,181			1,366
Pro forma employee stock ownership plan adjustment (2)		(489	)		(575	)		(661	)		(761	)
Pro forma stock award adjustment (3)		(733	)		(863	)		(992	)		(1,141	)
Pro forma stock option plan adjustment (4)		(595	)		(700	)		(804	)		(925	)
Pro forma net income (5)(6)	$	1,969		$	1,809		$	1,650		$	1,466
Per share net income:
Historical	$	0.23		$	0.20		$	0.17		$	0.15
Pro forma income on net proceeds		0.07			0.07			0.07			0.07
Pro forma employee stock ownership plan adjustment (2)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Pro forma stock award adjustment (3)		(0.06	)		(0.06	)		(0.06	)		(0.06	)
Pro forma stock option plan adjustment (4)		(0.05	)		(0.05	)		(0.05	)		(0.05	)
Pro forma net income per share (5)(6)	$	0.15		$	0.12		$	0.09		$	0.07
Stock price as a multiple of pro forma earnings per share		66.67x			83.33x			111.11x			142.86x
Shares used for calculating pro forma earnings per share		12,848,809			15,116,245			17,383,682			19,991,234
At June 30, 2016
Shareholders’ equity:
Historical	$	109,949		$	109,949		$	109,949		$	109,949
Estimated net proceeds		133,066			156,867			180,669			208,041
Plus: market value of shares issued to charitable foundation		2,856			3,360			3,864			4,444
Plus: tax benefit of contribution to charitable foundation		1,700			1,700			1,700			1,700
Less: expense of contribution to charitable foundation		(5,000	)		(5,000	)		(5,000	)		(5,000	)
Less: common stock acquired by employee stock ownership plan (2)		(11,109	)		(13,069	)		(15,029	)		(17,284	)
Less: common stock acquired by stock-based benefit plans (3)		(5,554	)		(6,534	)		(7,515	)		(8,642	)
Pro forma shareholders’ equity (7)(8)		225,908			247,273			268,638			293,208
Intangible assets		(6,808	)		(6,808	)		(6,808	)		(6,808	)
Pro forma tangible shareholders equity	$	219,100		$	240,465		$	261,830		$	286,400
Shareholders’ equity per share:
Historical	$	7.92		$	6.74		$	5.85		$	5.08
Estimated net proceeds		9.58			9.60			9.62			9.63
Plus: market value of shares issued to charitable foundation		0.21			0.21			0.21			0.21
Plus: tax benefit of contribution to charitable foundation		0.12			0.10			0.09			0.08
Less: expense of contribution to charitable foundation		(0.36	)		(0.31	)		(0.27	)		(0.23	)
Less: common stock acquired by employee stock ownership plan (2)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock acquired by stock-based benefit plans (3)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma shareholders’ equity per share (7)(8)		16.27			15.14			14.30			13.57
Intangible assets		(0.49	)		(0.42	)		(0.36	)		(0.32	)
Pro forma tangible shareholders equity per share	$	15.78		$	14.72		$	13.94		$	13.25
Offering price as percentage of equity per share (8)		61.46	%		66.05	%		69.93	%		73.69	%

41

	At or for the Year Ended June 30, 2016 Based upon the Sale at $10.00  Per Share of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares (1)
	(Dollars in thousands, except per share amounts)
Offering price as percentage of tangible equity per share (8)		63.37	%		67.93	%		71.74	%		75.47	%
Shares used for pro forma shareholders’ equity per share		13,885,600			13,336,000			18,786,400			21,604,360

(footnotes begin on following page)

42

(1) As adjusted to give effect to an increase in the number of shares, which increase 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 the shares of common stock sold in the offering and contributed to the charitable foundation 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 PCSB Financial. PCSB 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. PCSB Bank’s total annual payments on the employee stock ownership plan debt are based upon 15 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718-40, “Compensation—Stock Compensation—Employee 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 PCSB Bank, the fair value of the common stock remains equal to the offering price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 34.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of shareholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 74,057, 87,125, 100,194 and 115,223 shares were committed to be released during the year at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and according to ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations.

(3) Assumes that one or more stock-based benefit plans purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering and contributed to the charitable foundation. Shareholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the offering. The shares may be acquired directly from PCSB Financial or through open market purchases. Shares in the stock-based benefit plan are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by PCSB Financial. The table assumes that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the plan is amortized as an expense during the year ended June 30, 2016, and (iii) the plan expense reflects an effective combined federal and state tax rate of 34.0%. The issuance of authorized but unissued shares of common stock to fund these awards would dilute shareholders’ ownership and voting interests by approximately 3.8%.

(4) Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering and contributed to the charitable foundation. Shareholder approval of the plans may not occur earlier than six months after the completion of the offering. In calculating the pro forma effect of the 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 $2.34 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a 5-year vesting period of the options, and that 25% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed combined federal and state tax rate of 34.0%. The actual expense 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 and 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 used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and shareholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute shareholders’ ownership and voting interests by approximately 9.1%.

(5) Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and contributed to the charitable foundation and, according to ASC 718-40, subtracting the employee stock ownership plan shares which have not been committed for release during the year. See footnote 1 above. The number of shares of common stock actually sold and the corresponding number of outstanding shares may be more or less than the assumed amounts.

(footnotes continue on following page)

43

(continued from previous page)

(6) Does not give effect to the non-recurring expense that will be recognized during fiscal 2017 as a result of the contribution to the charitable foundation. The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income and pro forma net income per share assuming the contribution to the charitable foundation had been expensed during the year ended June 30, 2016.

	For the Year Ended June 30, 2016 Based upon the Sale at $10.00 Per Share  of:
	13,600,000 Shares			16,000,000 Shares			18,400,000 Shares			21,160,000 Shares
	(In thousands, except per share amounts)
After-tax expense of stock and cash contribution to charitable foundation	$	3,300		$	3,300		$	3,300		$	3,300
Pro forma net income, adjusted for foundation contribution		(1,331	)		(1,491	)		(1,650	)		(1,834	)
Pro forma net income (loss) per share		(0.10	)		(0.10	)		(0.09	)		(0.09	)

The pro forma data assume that we will realize 100% of the income tax benefit as a result of the contribution to the charitable foundation based on a combined federal and state tax rate of 34.0%. The realization of the tax benefit is generally limited annually to 10% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(7) The retained earnings of PCSB Bank will be substantially restricted after the offering. See “Our Dividend Policy,” and “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”

(8) At June 30, 2016, intangible assets totaled $6.8 million.

44

COMPARISON OF VALUATION AND PRO FORMA INFORMATION

WITH AND WITHOUT THE CHARITABLE FOUNDATION

As reflected in the table below, if the charitable foundation is not established and funded in connection with the conversion and offering, RP Financial estimates that our pro forma valuation would be greater and, as a result, a greater number of shares of common stock would be issued in the offering. At the minimum, midpoint, maximum, and adjusted maximum of the valuation range, our pro forma valuation is $138.9 million, $164.4 million, $187.9 million and $216.0 million, respectively, with the charitable foundation, as compared to $142.4 million, $167.5 million, $192.6 million and $221.5 million, respectively, without the charitable foundation. There is no assurance that if the charitable foundation were not formed, the appraisal prepared at that time would conclude that our pro forma market value would be the same as that estimated in the table below. Any appraisal prepared at that time would be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions.

For comparative purposes only, set forth below are certain pricing ratios, financial data and ratios at and for the three months ended September 30, 2016 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, assuming the offering was completed at the beginning of the period, with and without the charitable foundation.

	Minimum of Offering Range						Midpoint of Offering Range						Maximum of Offering Range						Adjusted Maximum of Offering Range
	With Foundation			Without Foundation			With Foundation			Without Foundation			With Foundation			Without Foundation			With Foundation			Without Foundation
	(Dollars in thousands, except per share amounts)
Estimated offering amount	$	136,000		$	142,375		$	160,000		$	167,500		$	184,000		$	192,625		$	211,600		$	221,519
Pro forma market capitalization		138,856			142,375			163,360			167,500			187,864			192,625			216,044			221,519
Total assets		1,371,363			1,377,705			1,392,728			1,399,607			1,414,093			1,421,509			1,438,664			1,446,696
Total liabilities		1,143,898			1,143,898			1,143,898			1,143,898			1,143,898			1,143,898			1,143,898			1,143,898
Pro forma shareholders’ equity		227,465			233,807			248,830			255,709			270,195			277,611			294,765			302,798
Pro forma net income (1)		1,217			1,221			1,176			1,180			1,137			1,138			1,092			1,092
Pro forma shareholders’ equity per share		16.38			16.42			15.23			15.27			14.38			14.41			13.64			13.67
Pro forma net income per share		0.10			0.09			0.08			0.08			0.07			0.06			0.05			0.05
Pro forma pricing ratios:
Offering price as a percentage of pro forma shareholders’ equity per share		61.05	%		60.90	%		65.66	%		65.49	%		69.54	%		69.40	%		73.31	%		73.15	%
Offering price to pro forma net income per share		25.00x			27.78x			31.25x			31.25x			35.71x			41.67x			50.00x			50.00x
Pro forma financial ratios:
Return on assets (annualized)		0.35	%		0.35	%		0.34	%		0.34	%		0.32	%		0.32	%		0.30	%		0.30	%
Return on equity (annualized)		2.14	%		2.09	%		1.89	%		1.85	%		1.68	%		1.64	%		1.48	%		1.44	%
Equity to assets		16.59	%		16.97	%		17.87	%		18.27	%		19.11	%		19.53	%		20.49	%		20.93	%
Total shares issued		13,885,600			14,237,500			16,336,000			16,750,000			18,786,400			19,262,500			21,604,360			22,151,875

(footnotes on following page)

45

(1) The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income, pro forma net income per share, pro forma return on assets and pro forma return on shareholders’ equity assuming the contribution to the charitable foundation was expensed during the three months ended September 30, 2016.

	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
After-tax expense of stock and cash contribution to foundation	$	3,300		$	3,300		$	3,300		$	3,300
Pro forma net income (loss)	$	(2,083	)	$	(2,124	)	$	(2,163	)	$	(2,208	)
Pro forma net income (loss) per share	$	(0.16	)	$	(0.14	)	$	(0.12	)	$	(0.11	)
Offering price to pro forma net income (loss) per share			*			*			*			*
Pro forma return on assets (annualized)		(0.61	)%		(0.61	)%		(0.61	)%		(0.61	)%
Pro forma return on equity (annualized)		(3.66	)%		(3.41	)%		(3.20	)%		(3.00	)%

* Not meaningful.

46

BUSINESS OF PCSB FINANCIAL CORPORATION

PCSB Financial is a Maryland corporation and has not engaged in any business to date, other than organizational activities. Upon completion of the conversion and offering, PCSB Financial will own all of the issued and outstanding capital stock of PCSB Bank. We intend to contribute at least 50% of the net offering proceeds to PCSB Bank. PCSB Financial will retain the remainder of the net offering proceeds. We intend to use and invest those proceeds as discussed under “How We Intend to Use the Proceeds from the Offering.” PCSB Financial’s executive offices/headquarters are located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10598, and its telephone number is (914) 248-7272.

After the conversion and the offering are completed, PCSB Financial, as the holding company of PCSB 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. We currently have no understandings or agreements to acquire other financial institutions or financial services companies, although we may determine to do so in the future.

Following the conversion and offering, our cash flow will depend on earnings from the investment of the net offering proceeds and from any dividends we receive from PCSB Bank. PCSB Bank is subject to regulatory limitations on the amount of dividends that it may pay. Initially, PCSB Financial will not own or lease any property, but instead will pay a fee to PCSB Bank for the use of its premises, furniture and equipment. Presently, we intend to employ as officers of PCSB Financial only persons who are officers of PCSB Bank. We will use, however, the support staff of PCSB Bank from time to time. We will pay a fee to PCSB Bank for the time devoted to PCSB Financial by employees of PCSB Bank; however, these individuals will not be separately compensated by PCSB Financial. PCSB Financial may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF PCSB BANK

Founded in 1871, PCSB Bank is a New York-chartered savings bank that operates 15 banking offices located in Dutchess, Putnam, Rockland and Westchester Counties in New York. We consider these four counties, and the surrounding areas, as our primary market area for our business operations. We attract deposits from the general public and use those funds primarily to originate and purchase commercial real estate and business loans, and to purchase investment securities. At September 30, 2016, we had consolidated total assets of $1.25 billion, total deposits of $1.12 billion and equity of $111.5 million. PCSB Bank is subject to comprehensive regulation and examination by the NYSDFS and the Federal Deposit Insurance Corporation. Our website address is www.pcsb.com. Information on this website is not and should not be considered a part of this prospectus.

Market Area

Our primary market area encompasses Dutchess, Putnam, Rockland and Westchester Counties in New York, which are the counties in which our offices are located, and the surrounding areas. We view Westchester County, which borders the Bronx (New York City’s northern most borough) and is more populous than the other counties, as a primary area for growth, particularly for commercial lending and deposit opportunities. Westchester County includes a high concentration of office, medical, retail, industrial, mixed use and multi-family real estate buildings and businesses. Our primary focus in this marketplace is small to middle market businesses in these segments. Rising real estate values and lack of available commercial space in Brooklyn and Manhattan has caused businesses to migrate to central and lower Westchester County, which has increased the demand for flex-industrial and multi-family loans in our market area. Dutchess, Putnam and Rockland Counties offer similar commercial opportunities to Westchester County, but on a significantly smaller scale, and provide greater opportunities in residential mortgage lending and consumer lending and in retail deposit gathering. The close proximity of Bronx County, New York City, Fairfield County, Connecticut, and Bergen County, New Jersey, to our market area also creates a secondary area of opportunity for office, industrial and multi-family property loans.

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Based on published statistics, the U.S. unemployment rate and the New York State unemployment rate were both 5.0% in September 2016. The four counties in our primary market area each had a lower unemployment rate (Dutchess County, 4.2%; Putnam County, 4.1%; Rockland County, 4.3%; and Westchester County, 4.4%). Likewise, median household income in each county exceeds both the U.S. and the New York State figures. Based on published statistics, median household income is $72,471 in Dutchess County, $96,262 in Putnam County, $85,808 in Rockland County and $83,422 in Westchester County, compared to $56,516 in the U.S. and $58,005 in New York State. Based on published statistics, the 2015 estimated population was 295,754 in Dutchess County, 99,042 in Putnam County, 326,037 in Rockland County and 976,396 in Westchester County.

Competition

We face significant competition for deposits and loans. Our most direct competition for deposits has historically come from the many financial institutions operating in our market area, many of which are significantly larger than we are and, therefore, have greater resources. We compete with these larger institutions particularly in our Westchester County market area. We also face competition for investors’ funds from other financial service companies such as brokerage firms, money market funds, mutual funds and other corporate and government securities. Based on data from the Federal Deposit Insurance Corporation at June 30, 2016 (the latest date for which information is available), we had 2.23% of the Federal Deposit Insurance Corporation-insured deposit market share in Dutchess County among the 19 institutions with offices in the county, 23.11% in Putnam County among the 22 institutions with offices in the county, 0.12% in Rockland County among the 15 institutions with offices in the county, and 0.64% in Westchester County among the 36 institutions with offices in the county. In all four counties, the top three institutions were either New York City money center banks (i.e., JP Morgan Chase, NA, Morgan Stanley Private Bank, NA and Citibank, NA) or large regional banks (i.e., Manufacturers and Traders Trust Company, Citizens Bank, NA and Sterling Bank). This market share data excludes deposits held by credit unions because their deposits are not insured by the Federal Deposit Insurance Corporation.

Competition for loans comes primarily from the many financial institutions operating in our market area. Our experience in recent years has been that many financial institutions in our market area, especially community banks seeking to expand their commercial loan portfolios and institutions located in highly competitive Westchester County, have been willing to price commercial loans aggressively in order to gain market share.

Lending Activities

Commercial Real Estate Loans. At September 30, 2016, commercial real estate loans were $375.9 million, or 49.0%, of our total loan portfolio. Our commercial real estate loans are generally secured by properties used for business purposes such as office buildings, industrial facilities and retail facilities, and multi-family properties. At September 30, 2016 multi-family residential real estate loans, which are described below, totaled $70.4 million. Excluding multi-family loans, $77.2 million of our commercial real estate portfolio was owner occupied real estate and $228.3 million was secured by income producing, or non-owner occupied real estate.

At September 30, 2016, substantially all of our commercial real estate loans were secured by properties located in the lower Hudson Valley; however, we will originate commercial real estate loans on properties located outside this area based on an established relationship with a strong borrower. We intend to continue to grow our commercial real estate loan portfolio while maintaining prudent underwriting standards. In addition to originating these loans, we also purchase and participate in commercial real estate loans with other financial institutions. Such loans are independently underwritten according to our policies and require satisfactory documentation review by our legal counsel before we will purchase or participate in such loans.

We originate a variety of adjustable-rate commercial real estate loans with terms and amortization periods generally up to 25 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust every five, seven or ten years and generally are indexed to the prime rate or the corresponding Treasury rate, plus a margin. We generally include pre-payment penalties on commercial real estate loans we originate.

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In underwriting commercial real estate loans we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum of 120%), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Commercial real estate loans are generally originated in amounts up to 75% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from commercial real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

At September 30, 2016, our largest commercial real estate loan had an outstanding balance of $10.1 million and is secured by a non-owner occupied industrial property. At September 30, 2016, this loan was performing according to its original terms.

Multi-Family Residential Real Estate Loans. At September 30, 2016, multi-family real estate loans were $70.4 million, or 9.2%, of our total loan portfolio. Our multi-family real estate loans are generally secured by properties consisting of five to 100 rental units in our market area. In addition to originating these loans, we also purchase and participate in multi-family residential real estate loans with other financial institutions. Such loans are independently underwritten according to our policies and require satisfactory documentation review by our legal counsel before we will purchase or participate in such loans.

We originate a variety of adjustable-rate multi-family residential real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust every five, seven or ten years and generally are indexed to the prime rate or the corresponding Treasury rate, plus a margin. We generally include pre-payment penalties on multi-family residential real estate loans we originate.

In underwriting multi-family residential real estate loans we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum of 120%), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Multi-family residential real estate loans are generally originated in amounts up to 75% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from multi-family residential real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

If we foreclose on a multi-family real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

At September 30, 2016, our largest multi-family residential real estate loan had an outstanding balance of $7.5 million and is secured by a 208-unit apartment complex. At September 30, 2016, this loan was performing according to its original terms.

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Commercial Business Loans. We originate commercial term loans and variable lines of credit to a variety of small and medium sized businesses in our market area. These loans are generally secured by business assets, and we may support this collateral with junior liens on real property. At September 30, 2016, commercial business loans were $82.6 million, or 10.8% of our total loan portfolio. We intend to increase the amount of commercial business loans that we originate. Customers for these loans include professional businesses, multi-generational family-owned businesses, and not for profit businesses. We encourage our commercial business borrowers to maintain their primary deposit accounts with us, which enhances our interest rate spread and overall profitability.

The commercial business loans we offer include term loans and revolving lines of credit. Commercial loans and lines of credit are made with either variable or fixed rates of interest. Variable rates are based on the prime rate, plus a margin. Commercial business loans typically have shorter terms to maturity and higher interest rates than commercial real estate loans, but may involve more credit risk because of the type and nature of the collateral.

When making commercial loans, we consider the financial statements of the borrower, our lending history with the borrower, the debt service capabilities and global cash flows of the borrower and other guarantors, the projected cash flows of the business and the value of the collateral, accounts receivable, inventory and equipment. Depending on the collateral used to secure the loans, commercial loans are made in amounts of up to 75% of the value of the collateral securing the loan. All of these loans are secured by assets of the respective borrowers.

At September 30, 2016, $17.3 million of business loans are to developers to purchase land. These loans are underwritten for projects with appropriate construction or development approvals already in place, have variable rates of interest and terms up to 3 years. Additionally, these loans are made in amounts up to 50% of the land value.

At September 30, 2016, our largest commercial business loan had an outstanding balance of $7.0 million and is secured by a commercial condominium property. At September 30, 2016, this loan was performing according to its original terms.

Construction Loans. We originate loans to established local developers to finance the construction of one- to four-family residential properties, and commercial and multi-family properties. At September 30, 2016, construction and land development loans were $28.8 million, or 3.76% of our total loan portfolio, consisting of $5.3 million of one- to four-family residential construction loans and $23.5 million of commercial and multi-family real estate construction loans. The majority of these loans are secured by properties located in our primary market area. PCSB will occasionally, through a local nonprofit, fund the construction of low-income multi-family properties.

Most of our construction loans are interest-only loans that provide for the payment of interest during the construction phase, which is usually up to 12 to 24 months. Interest is generally a variable rate based on the prime rate, plus a margin. At the end of the construction phase, the loan may convert to a permanent mortgage loan or the loan may be payable in full. Loans generally can be made with a maximum loan-to-value ratio of 75% of the appraised market value upon completion of the project. Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser for construction and land development loans. We also generally require an inspection of the property before disbursement of funds during the term of the construction loan. Loan proceeds are disbursed periodically in increments as construction progresses and as inspection by our approved inspectors warrant.

At September 30, 2016, our largest construction and land development loan had an outstanding balance of $5.4 million and is secured by an 82-unit senior and work-force housing project. At September 30, 2016, this loan was performing according to its original terms.

Residential Mortgage Loans. Our one- to four-family residential loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. At September 30, 2016, one- to four-family residential real estate loans were $222.8 million, or 29.05% of our total loan portfolio, consisting of $190.9 million of fixed-rate loans and $31.9 million of adjustable-rate loans.

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We offer fixed-rate and adjustable-rate residential mortgage loans with maturities up to 30 years. Some of the properties include two- to four-unit properties, all of which are classified as residential mortgage loans. Our one- to four-family residential mortgage loans that we originate or purchase are generally underwritten according to Fannie Mae and Freddie Mac guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” 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. We also originate loans above the conforming limits, which are referred to as “jumbo loans.” We generally underwrite jumbo loans, whether originated or purchased, in a manner similar to conforming loans. Jumbo loans are common in our market area. We generally retain one- to four-family residential mortgage loans in our portfolio.

We originate our adjustable-rate one- to four-family residential mortgage loans with initial interest rate adjustment periods of one, three, five, seven or ten years, based on changes in a designated market index. These loans are limited to a 200 basis point initial increase in their interest rate, a 200 basis point increase in their interest rate annually after the initial adjustment, and a maximum upward adjustment of 400 to 600 basis points over the life of the loan. We determine whether a borrower qualifies for an adjustable-rate mortgage loan in conformance with the underwriting guidelines set forth by Fannie Mae and Freddie Mac in the secondary mortgage market. In particular, we determine whether a borrower qualifies for an adjustable-rate mortgage loan with an initial fixed-rate period of five years or less based on the ability to repay both principal and interest using an interest rate which is 2.0% above the initial interest rate, including a reasonable estimate of real estate taxes and insurance, and taking into account the maximum debt-to-income ratio stipulated in the underwriting guidelines in the secondary mortgage market. The qualification for an adjustable-rate mortgage loan with an initial fixed-rate period exceeding five years is based on the borrower’s ability to repay at the initial fixed interest rate.

We will originate one- to four-family residential mortgage loans with loan-to-value ratios up to 80% without private mortgage insurance. We will originate loans with loan-to-value ratios of up to 95% with private mortgage insurance and where the borrower’s debt does not exceed 45% of the borrower’s monthly cash flow. To encourage lending to low- and moderate-income home buyers, we have several in-house developed programs which can include low down payments, a lower than market interest rate, or a grant to be used towards closing costs.

We generally do not offer “interest only” mortgage loans on one- to four-family residential properties. 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 the loan, resulting in an increased principal balance during the life of the loan. Additionally, outside of the loan programs mentioned previously, we do not offer “subprime loans” (loans that are made with low down-payments to borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (defined as loans having less than full documentation).

Home Equity Lines of Credit. At September 30, 2016, the outstanding balance owed on home equity lines of credit was $40.4 million, or 5.27% of our total loan portfolio. Home equity lines of credit have adjustable rates of interest that are indexed to the prime rate, plus a margin.

The procedures for underwriting home equity lines of credit include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral to the proposed loan amount.

The home equity lines of credit that we originate are revolving lines of credit which generally have a term of 25 years, with draws available for the first ten years. Our 25-year lines of credit are interest only during the first ten years, and amortize on a fifteen year basis thereafter. We generally originate home equity lines of credit with loan-to-value ratios of up to 75% when combined with the principal balance of the existing first mortgage loan, although loan-to-value ratios may occasionally exceed 75% on a case-by-case basis. Maximum loan-to-value ratios are determined based on an applicant’s credit score, property value, loan amount and debt-to-income ratio. Rates are adjusted monthly based on changes in a designated market index.

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Other Loans. We offer consumer and business installment loans. At September 30, 2016, other loans were $16.4 million, or 2.14% of total loans, and included $322,000 of personal loans and $16.1 million of business installment loans. The procedures for underwriting consumer and installment loans include an assessment of the applicant’s and guarantor’s, if applicable, payment history on other debts and ability to meet existing obligations and payments on the proposed loan.

Loan Underwriting Risks

Commercial and Multi-Family Real Estate Loans. Loans secured by commercial and multi-family real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in commercial and multi-family real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors, if any, to provide annual financial statements on commercial and multi-family real estate loans. In reaching a decision on whether to make a commercial or multi-family real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.20x. An environmental phase one report is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

Construction Loans. Our construction loans are based upon estimates of costs and values associated with the completed project. Underwriting is focused on the borrowers’ financial strength, credit history and demonstrated ability to produce a quality product and effectively market and manage their operations. All construction loans for which the builder does not have a binding purchase agreement must be approved by senior loan officers.

Construction lending involves additional risks when compared with permanent residential lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. A discounted cash flow analysis is utilized for determining the value of any construction project of five or more units. Our ability to continue to originate a significant amount of construction loans is dependent on the strength of the housing market in our market areas.

Commercial Business 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 or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business 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 and the collateral securing these loans may fluctuate in value. Our commercial business loans are originated primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral consists of real estate, accounts receivable, inventory or equipment. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. As a result, the

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availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate loans, an increased monthly payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is somewhat limited by the annual and lifetime interest rate adjustment limits on residential loans.

Consumer Loans. Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as motor vehicles. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Approval Procedures and Authority

Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of trustees and management. The board of trustees has granted loan approval authority to certain senior officers up to prescribed limits not exceeding $2.0 million depending on the officer’s experience. Loans approved under these officer authorities require dual signatures of the loan officer assigned to the loan and the officer with the appropriate approval authority. Loans in excess of $2.0 million require approval of the Loan Committee of the board of trustees, as do any extensions of credit to classified borrowers or extensions of credit in excess of $1.0 million. Loans that involve exceptions to policy, including loans in excess of our internal loans-to-one borrower limitation, must be authorized by the Loan Committee of the board of trustees. Exceptions are reported to the board of trustees monthly.

Loans-to-One Borrower

Under New York banking law, our total loans or extensions of credit to a single borrower or group of related borrowers cannot exceed, with specified exceptions, 15% of our capital stock, surplus fund and undivided profits. We may lend additional amounts up to 10% if the loans or extensions of credit are fully secured by readily-marketable collateral. At September 30, 2016, our regulatory limit on loans-to-one borrower was $17.4 million and our internal loans-to-one borrower limit was $11.0 million. Both our regulatory and internal limits will increase following completion of the offering. We expect to increase our post-conversion internal limit to $20.0 million.

At September 30, 2016, our largest lending relationship consisted of 2 loans aggregating $10.8 million, secured by two non-owner occupied multi-purpose flex office, warehouse and retail properties. At September 30, 2016, each loan in this relationship was performing according to its original repayment terms. At September 30, 2016, we had two additional lending relationships with loan balances outstanding and available credit limits greater than $10.0 million, which were performing according to their original terms.

Investment Activities

We have legal authority to invest in various types of investment securities and liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, residential mortgage-backed securities and municipal government securities, deposits at the Federal Home Loan Bank of New York, certificates of deposit of federally insured institutions, investment grade corporate bonds. We also are required to maintain an investment

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in Federal Home Loan Bank of New York stock, which investment is based on the level of our Federal Home Loan Bank borrowings. Although we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at September 30, 2016. At September 30, 2016, our investment portfolio had a fair value of $377.8 million and consisted primarily of U.S. Government securities, U.S. Government agency securities, including residential and collateralized mortgage-backed securities, and investment grade corporate bonds.

Our investment objectives are to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide a use of funds when demand for loans is weak and to generate a favorable return. Our board of trustees has the overall responsibility for the investment portfolio, including approval of our investment policy. Our management is responsible for implementation of the investment policy and monitoring our investment performance. The board of trustees reviews the status of our investment portfolio monthly. See Note 2 to Notes to Consolidated Financial Statements.

Sources of Funds

General. Deposits have traditionally been our primary source of funds for our lending and investment activities. We also use borrowings, primarily Federal Home Loan Bank of New York advances, to supplement cash flow needs, as needed. In addition, funds are derived from scheduled loan payments, investment maturities, loan prepayments, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.

Deposit Accounts. The substantial majority of our deposits are from depositors who reside in our primary market area. Deposits are attracted through the offering of a broad selection of deposit instruments for both individuals and businesses. At September 30, 2016, our deposits totaled $1.12 billion and included $44.2 million of municipal deposits held by our commercial bank subsidiary, PCSB Commercial Bank.

Deposit account terms vary according to the minimum balance required, the time period that funds must remain on deposit, and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability, and customer preferences and concerns. We generally review our deposit mix and pricing on a weekly basis. Our deposit pricing strategy has generally been to offer competitive rates and services and to periodically offer special rates in order to attract deposits of a specific type or term.

Borrowings. We primarily utilize advances from the Federal Home Loan Bank of New York to supplement our supply of investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness. At September 30, 2016, we had $202.3 million of available borrowing capacity with the Federal Home Loan Bank of New York and had $11.1 million in advances outstanding. All of our borrowings from the Federal Home Loan Bank are secured by investment securities. At September 30, 2016, we also had an available line of credit with the Federal Reserve Bank of New York’s discount window program of $80.8 million, none of which was outstanding at that date.

Personnel

At September 30, 2016, we had 155 full-time and 22 part-time employees, none of whom is represented by a collective bargaining unit. We believe we have a good working relationship with our employees.

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Subsidiaries

Upon completion of the conversion and offering, PCSB Bank will be the sole and wholly-owned subsidiary of PCSB Financial. PCSB Bank has three wholly-owned subsidiaries: PCSB Commercial Bank, PCSB Funding Corp. and PCSB Realty Ltd. PCSB Commercial Bank, a New York-chartered commercial bank, is authorized to accept deposits from New York municipalities. PCSB Funding Corp., a Delaware corporation, is a real estate investment trust that holds certain mortgage assets. PCSB Realty Ltd., a New York corporation, holds title to real estate properties foreclosed upon by PCSB Bank.

Legal Proceedings

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Properties

At September 30, 2016, we conducted business through our administrative/headquarters office in Yorktown Heights and our 15 banking offices located in Brewster (main banking office), Eastchester, Fishkill, Greenburgh, Jefferson Valley, Kent, Mahopac, Mount Kisco, Mount Vernon, New City, Pawling (2 branch offices), East White Plains, Somers, and Yorktown Heights, all of which are located in New York. We own four and lease 12 of our properties. At September 30, 2016, the net book value of our land, buildings, furniture, fixtures and equipment was $10.8 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived in part from the audited financial statements that appear beginning on page F-1 of this prospectus and other audited financial statements that are not included herein. You should read the information in this section in conjunction with the business and financial information regarding PCSB Financial and PCSB Bank and the consolidated financial statements appearing in this prospectus.

Overview

Income. Our primary source of income is net interest and dividend income. Net interest and dividend income is the difference between interest and dividend income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Other sources of income include earnings from customer service fees (mostly from service charges on deposit accounts), bank-owned life insurance and gains on the sale of securities.

Provision for Loan Losses. The allowance for loan losses is maintained at a level representing management’s best estimate of probable incurred losses in the loan portfolio, based upon management’s evaluation of the portfolio’s collectibility. The allowance is established through the provision for loan losses, which is charged against income. Charge-offs are charged to the allowance. Subsequent recoveries, if any, are credited to the allowance. Allocation of the allowance may be made for specific loans or pools of loans, but the entire allowance is available for the entire loan portfolio.

Expenses. The noninterest expenses we incur in operating our business consist of salaries and employee benefits, occupancy and equipment, data processing, federal deposit insurance and other general and administrative expenses. Following the offering, our noninterest expenses are likely to increase as a result of operating as a public

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company. These additional expenses will consist primarily of legal and accounting fees, expenses of stockholder communications and meetings and stock exchange listing fees.

Salaries and employee benefits consist primarily of salaries and wages paid to our employees, payroll taxes, and expenses for health insurance, retirement plans and other employee benefits. Following the conversion and offering, we will recognize additional annual employee compensation expenses stemming from the adoption of new equity benefit plans. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock or stock options at specific points in the future. For an illustration of these expenses, see “Pro Forma Data.”

Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, rental expenses, furniture and equipment expenses, maintenance, real estate taxes and costs of utilities. Depreciation of premises and equipment is computed using a straight-line method based on the estimated useful lives of the related assets or the expected lease terms, if shorter. Data processing expenses are the fees we pay to third parties for the use of their software and for processing customer information, deposits and loans.

Federal deposit insurance premiums are payments we make to the Federal Deposit Insurance Corporation for insurance of our deposit accounts.

Other expenses include expenses for professional services, advertising, office supplies, postage, telephone, insurance and other miscellaneous operating expenses.

Business Strategy

Based on an extensive review of the current opportunities in our principal market area as well as our resources and capabilities, the Board has adopted the following business strategy:

• Focus on commercial lending. We believe that commercial lending offers an opportunity to enhance our profitability while managing credit, interest rate and operational risk. We intend to continue to expand our originations and, to a lesser extent, purchases of commercial real estate and commercial business loans in our primary market area. We anticipate that a majority of our commercial real estate loan originations will range in size from $500,000 to $10.0 million while a majority of our commercial business loan originations will range in size from $100,000 to $5.0 million.

• Expand banking activities in Southern Westchester County. Southern Westchester County is one of the more populous and economically vibrant areas of New York State. We intend to use our four offices in Southern Westchester County to expand both our commercial and retail activities in this market area. At the same time, we will remain committed to our other market areas and maintain a strong level of banking activities in these areas.

• Increase core deposits, including demand deposits. Deposits are our primary source of funds for lending and investment. We intend to focus on core deposits (which we define as all deposits except for certificates of deposit and municipal deposits), particularly non-interest bearing demand deposits, because they are the lowest cost funds and are less sensitive to withdrawal when interest rates fluctuate. Core deposits represented 67.0% of our total deposits at September 30, 2016. Going forward, we will seek to increase our core deposits through enhancing our commercial activities and deepening our relationships with our retail customers.

• Manage credit risk to maintain a low level of non-performing assets. We believe that strong asset quality is a key to long-term financial success. Our strategy for credit risk management focuses on an experienced team of credit professionals, well-defined credit policies and

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procedures, appropriate loan underwriting criteria and active credit monitoring. Our non-performing loans to total loans ratio was 1.14% at September 30, 2016.

• Balance Sheet Growth. As a result of our efforts to build our management and infrastructure, and given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits.

Critical Accounting Policies

A summary of our accounting policies is described in Note 1 to Notes to Consolidated Financial Statements. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policies, which involve the most complex or subjective decisions or assessments, are as follows:

Allowance for Loan Losses. The allowance for loan losses is established as probable losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. See Note 1 to Notes to Consolidated Financial Statements for a complete discussion of the allowance for loan losses.

Income Taxes. We recognize income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of our assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. See Note 9 to Notes to Consolidated Financial Statements for a complete discussion of income taxes.

Goodwill. Goodwill resulting from business combination transactions is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. We recognized goodwill in connection with our acquisition of CMS Bancorp, Inc and CMS Bank. See Notes 1 and 8 to Notes to Consolidated Financial Statements for a complete discussion of our accounting for goodwill and the goodwill created in connection with the acquisition of CMS Bancorp, Inc. and CMS Bank.

Loan Portfolio

General. Loans are our primary interest-earning asset. At September 30, 2016, net loans represented 60.9% of our total assets. The following tables set forth certain information about our loan portfolio.

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Loan Portfolio Analysis. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.

	At September 30, 2016						At June 30,
							2016						2015						2014						2013						2012
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Mortgage Loans:
Residential	$	222,750			29.05	%	$	226,073			28.79	%	$	240,448			32.93	%	$	161,740			31.74	%	$	117,924			26.07	%	$	120,223			25.58
Commercial		375,896			49.01			385,827			49.14			324,574			44.47			188,741			37.03			163,807			36.20			165,647			35.26
Construction		28,802			3.76			25,050			3.19			11,886			1.63			19,517			3.83			20,292			4.49			21,618			4.60
Total		627,448			81.82			636,950			81.12			576,908			79.03			369,998			72.60			302,023			66.76			307,488			65.44
Commercial business		82,604			10.77			90,600			11.54			99,699			13.66			96,349			18.91			103,931			22.97			114,410			24.35
Home equity lines of credit		40,396			5.27			41,180			5.24			40,605			5.56			33,952			6.66			38,089			8.42			39,163			8.33
Other loans		16,407			2.14			16,476			2.10			12,858			1.76			9,307			1.83			8,349			1.85			8,847			1.88
Total loans receivable		766,855			100.00	%		785,206			100.00	%		730,070			100.00	%		509,606			100.00	%		452,392			100.00	%		469,908			100.00	%
Plus: net deferred loan origination costs and fees		1,125						1,172						985						1,612						1,170						1,268
Less: allowance for loan losses		(4,065	)					(4,042	)					(3,921	)					(4,057	)					(3,985	)					(4,945	)
Loans receivable, net	$	763,915					$	782,336					$	727,134					$	507,161					$	449,577					$	466,231

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Loan Maturity. The following tables set forth certain information at September 30, 2016 and June 30, 2016 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The tables do not include any estimate of prepayments that significantly shorten the average loan life and may cause actual repayment experience to differ from that shown below. Demand loans, which are loans having no stated repayment schedule or no stated maturity, are reported as due in one year or less.

	At September 30, 2016
	Residential Mortgage Loans		Commercial Real Estate Loans		Construction Loans		Commercial Business Loans		Home Equity Lines of Credit		Other Loans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less	$	1,193	$	6,498	$	16,444	$	42,714	$	—	$	447	$	67,296
More than one year through two years		1,089		4,166		12,113		8,535		6		741		26,650
More than two years through three years		1,285		8,309		245		10,220		—		1,034		21,093
More than three years through five years		1,600		14,567		—		3,847		20		3,442		23,476
More than five years through ten years		8,208		112,199		—		9,656		378		10,611		141,052
More than ten years through fifteen years		39,408		67,953		—		3,793		2,848		—		114,002
More than fifteen years		169,967		162,204		—		3,839		37,144		132		373,286
Total	$	222,750	$	375,896	$	28,802	$	82,604	$	40,396	$	16,407	$	766,855
	At June 30, 2016
	Residential Mortgage Loans		Commercial Real Estate Loans		Construction Loans		Commercial Business Loans		Home Equity Lines of Credit		Other Loans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less	$	1,226	$	10,888	$	11,600	$	52,702	$	—	$	456	$	76,872
More than one year through two years		769		4,063		11,527		4,275		9		990		21,633
More than two years through three years		1,832		8,311		1,923		14,510		—		1,202		27,778
More than three years through five years		1,827		15,417		—		954		32		3,089		21,319
More than five years through ten years		9,422		113,754		—		11,052		105		10,713		145,046
More than ten years through fifteen years		39,393		70,102		—		3,842		3,298		—		116,635
More than fifteen years		171,604		163,292		—		3,265		37,736		26		375,923
Total	$	226,073	$	385,827	$	25,050	$	90,600	$	41,180	$	16,476	$	785,206

The following table sets forth the dollar amount of all loans at September 30, 2016 that are due after September 30, 2017 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unamortized purchase premiums and discounts.

	Fixed Rates		%			Floating or Adjustable Rates		%			Total
	(Dollars in thousands)
Residential mortgage loans	$	189,552		85.61	%	$	31,872		14.39	%	$	221,424
Commercial mortgage loans		73,424		19.90			295,616		80.10			369,040
Construction loans		1,895		15.33			10,463		84.67			12,358
Commercial business loans		33,552		84.32			6,240		15.68			39,792
Home equity lines of credit		192		0.48			40,203		99.52			40,395
Other loans		15,635		97.96			326		2.04			15,961
Total	$	314,250		44.96	%	$	384,720		55.04	%	$	698,970

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The following table sets forth the dollar amount of all loans at June 30, 2016 that are due after June 30, 2017 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unamortized purchase premiums and discounts.

	Fixed Rates		%			Floating or Adjustable Rates		%			Total
	(Dollars in thousands)
Residential mortgage loans	$	192,197		85.53	%	$	32,522		14.47	%	$	224,719
Commercial mortgage loans		77,232		20.62			297,329		79.38			374,561
Construction loans		280		2.08			13,170		97.92			13,450
Commercial business loans		31,052		82.20			6,723		17.80			37,775
Home equity lines of credit		219		0.53			40,961		99.47			41,180
Other loans		15,745		98.29			274		1.71			16,019
Total	$	316,725		44.75	%	$	390,979		55.25	%	$	707,704

Loan Originations, Purchases and Sales. Loan originations come from a variety of sources. The primary sources of loan originations are current customers, business development by our relationship managers, walk-in traffic, referrals from customers, and brokers. We generally originate loans for our portfolio rather than for sale in the secondary market.

We occasionally purchase whole loans and loan participation interests from other financial institutions. In 2014, we purchased a $48.3 million residential loan portfolio from a New Jersey bank, consisting primarily of jumbo, adjustable rate mortgage loans secured by properties located in New Jersey. At September 30, 2016, this portfolio had an outstanding balance of $27.8 million. Purchased loan participation interests primarily consist of participation interests in commercial real estate loans and multi-family mortgage loans in our primary market area. At September 30, 2016, we had $27.2 million in purchased participation interests.

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The following table sets forth our loan origination, purchase and sale activity for the periods indicated.

	Three Months Ended September 30,						Year Ended June 30,
	2016			2015			2016			2015			2014
	(In thousands)
Total loans at beginning of period	$	785,206		$	730,070		$	730,070		$	509,606		$	452,392
Loans originated:
Residential mortgage loans		6,005			8,682			22,377			24,319			15,497
Commercial mortgage loans		9,091			15,971			74,764			62,998			58,975
Construction loans		4,439			4,063			12,732			6,632			4,579
Commercial business loans		8,589			12,504			35,488			44,679			36,181
Home equity lines of credit		1,704			1,756			6,587			10,916			4,858
Other loans		903			1,168			7,818			6,644			4,211
Total loans originated		30,731			44,144			159,766			156,188			124,301
Loans purchased:
Residential mortgage loans		—			—			—			—			48,933
Commercial mortgage loans		—			7,644			35,043			2,075			4,511
Construction loans		—			—			8,938			1,563			3,778
Commercial business loans		—			—			—			—			—
Home equity lines of credit		—			—			—			—			—
Other loans		—			—			—			—			200
Total loans purchased		—			7,644			43,981			3,638			57,422
Loans acquired by merger:
Residential mortgage loans		—			—			—			86,564			—
Commercial mortgage loans		—			—			—			111,118			—
Construction loans		—			—			—			326			—
Commercial business loans		—			—			—			7,834			—
Home equity lines of credit		—			—			—			9,099			—
Other loans		—			—			—			—			—
Total loans acquired by merger		—			—			—			214,941			—
Less:
Loan principal repayments		(45,386	)		(44,299	)		(148,611	)		(152,417	)		(123,571	)
Loan sales		(3,696	)		—			—			(1,886	)		(938	)
Net loan activity		(18,351	)		7,489			55,136			220,464			57,214
Total loans at end of period	$	766,855		$	737,559		$	785,206		$	730,070		$	509,606

Asset Quality

Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. Management of asset quality is accomplished by internal controls, monitoring and reporting of key risk indicators, and both internal and independent third-party loan reviews. The primary objective of our loan review process is to measure borrower performance and assess risk for the purpose of identifying loan weakness in order to minimize loan loss exposure. From the time of loan origination through final repayment, commercial real estate, construction and land development and commercial business loans are assigned a risk rating based on pre-determined criteria and levels of risk. The risk rating is monitored annually for most loans; however, it may change during the life of the loan as appropriate.

Internal and independent third-party loan reviews vary by loan type, as well as the nature and complexity of the loan. Depending on the size and complexity of the loan, some loans may warrant detailed individual review, while other loans may have less risk based upon size, or be of a homogeneous nature reducing the need for detailed individual analysis. Assets with these characteristics, such as consumer loans and loans secured by residential real estate, may be reviewed on the basis of risk indicators such as delinquency or credit rating. In cases of significant concern, a total re-evaluation of the loan and associated risks are documented by completing a loan risk assessment

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and action plan. Some loans may be re-evaluated in terms of their fair market value or net realizable value in order to determine the likelihood of potential loss exposure and, consequently, the adequacy of specific and general loan loss reserves.

When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status, including contacting the borrower by letter and phone at regular intervals. When the borrower is in default, we may commence collection proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. Management informs the board of directors monthly of the amount of loans delinquent more than 30 days.

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Delinquent Loans. The following tables set forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated.

	At September 30, 2016								At June 30, 2016
	30-89 Days				90 Days or More				30-89 Days				90 Days or More
	Number of Loans		Principal Balance		Number of Loans		Principal Balance		Number of Loans		Principal Balance		Number of Loans		Principal Balance
	(In thousands)
Residential mortgage loans		1	$	208		13	$	3,890		4	$	1,735		12	$	3,305
Commercial mortgage loans		—		—		2		827		1		—		2		820
Construction loans		—		—		2		144		—		—		2		144
Commercial business loans		—		—		3		102		1		760		7		1,715
Home equity lines of credit		—		—		3		419		1		296		3		310
Other loans		1		1		4		354		1		5		10		589
Total		2	$	209		27	$	5,736		7	$	2,796		36	$	6,883
	At June 30,
	2015								2014
	30-89 Days				90 Days or More				30-89 Days				90 Days or More
	Number of Loans		Principal Balance		Number of Loans		Principal Balance		Number of Loans		Principal Balance		Number of Loans		Principal Balance
	(In thousands)
Residential mortgage loans		3	$	553		14	$	5,539		2	$	69		13	$	3,185
Commercial mortgage loans		1		498		6		1,195		1		414		8		1,427
Construction loans		—		—		5		2,020		—		—		7		5,951
Commercial business loans		1		1,474		11		2,355		—		—		17		1,888
Home equity lines of credit		—		—		4		424		—		—		2		132
Other loans		8		259		10		118		1		1		—		—
Total		13	$	2,784		50	$	11,651		4	$	484		47	$	12,583

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Non-performing Assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including troubled debt restructurings on non-accrual status, and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or loans modified at interest rates materially less than current market rates. Loans 90 days or greater past due may remain on an accrual basis if adequately collateralized and in the process of collection. For non-accrual loans, interest previously accrued but not collected is reversed and charged against income at the time a loan is placed on non-accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as foreclosed real estate until it is sold. When property is acquired, it is initially recorded at the fair value less costs to sell at the date of foreclosure, establishing a new cost basis. Holding costs and declines in fair value after acquisition of the property result in charges against income.

The following table sets forth information regarding our non-performing assets at the dates indicated.

	At September 30, 2016			At June 30,
				2016			2015			2014			2013			2012
	(Dollars in thousands)
Non-accrual loans and troubled debt restructurings:
Residential mortgage loans	$	4,505		$	5,881		$	4,389		$	3,659		$	3,745		$	2,894
Commercial mortgage loans		307			300			6,308			2,562			7,385			2,502
Construction loans		144			144			2,020			5,951			2,748			3,431
Commercial business loans		2,768			5,048			7,011			5,361			5,809			8,060
Home equity lines of credit		662			602			424			132			204			171
Other loans		356			584			310			—			—			—
Total		8,742			12,559			20,462			17,665			19,891			17,058
Accruing loans past due 90 days or more:
Residential mortgage loans		—			—			—			—			18			410
Commercial mortgage loans		—			—			—			—			95			—
Construction loans		—			—			—			—			2,067			—
Commercial business loans		—			—			514			204			175			—
Home equity lines of credit		—			—			—			—			—			—
Other loans		—			4			4			—			—			—
		—			4			518			204			2,355			410
		8,742			12,563			20,980			17,869			22,246			17,468
Real estate owned		1,059			905			368			211			571			1,024
Total non-performing assets	$	9,801		$	13,468		$	21,384		$	18,080		$	22,817		$	18,492
Troubled debt restructurings (accruing):
Residential mortgage loans	$	371		$	378		$	2,319		$	423		$	—		$	—
Commercial mortgage loans		5,140			8,977			1,388			1,394			1,403			—
Construction loans		—			—			—			—			3,207			3,707
Commercial business loans		3,848			3,909			7,901			7,113			8,144			2,823
Home equity lines of credit		11			11			—			—			—			—
Other loans		—			—			72			2,040			—			—
Total troubled debt restructurings (accruing)	$	9,370		$	13,275		$	11,680		$	10,970		$	12,754		$	6,530
Total troubled debt restructurings (accruing) and total non-performing assets	$	19,171		$	26,743		$	33,028		$	29,050		$	35,571		$	25,002
Total non-performing loans to total loans		1.14	%		1.60	%		2.87	%		3.51	%		4.92	%		3.72	%
Total non-performing loans to total assets		0.70			1.00			1.75			1.83			2.29			1.79
Total non-performing assets and troubled debt restructurings (accruing) to total assets		1.53			2.12			2.75			2.97			3.67			2.56

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Interest income that would have been recorded for the three months ended September 30, 2016 had non-accruing loans been current according to their original terms, amounted to $178,000. We did not recognize any interest income on these loans for the three months ended September 30, 2016.

Interest income that would have been recorded for the year ended June 30, 2016 had non-accruing loans been current according to their original terms, amounted to $872,000. We did not recognize any interest income on these loans for the year ended June 30, 2016.

Potential Problem Loans. Certain loans are identified during our loan review process that are currently performing according to their contractual terms and we expect to receive payment in full of principal and interest, but it is deemed probable that we will be unable to collect all the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. This may result from deteriorating conditions such as cash flows, collateral values or creditworthiness of the borrower. These loans are classified as impaired but are not accounted for on a non-accrual basis.

Other potential problem loans are those loans that are currently performing, but where known information about possible credit problems of the borrowers causes us to have concerns as to the ability of such borrowers to comply with contractual loan repayment terms. At September 30, 2016, other potential problem loans totaled loans totaled $11.1 million.

Classified Assets. The following table sets forth information regarding our classified assets, as defined under applicable regulatory standards, at the dates indicated.

	At September 30, 2016		At June 30,
			2016		2015		2014
	(In thousands)
Special mention	$	4,275	$	5,368	$	8,550	$	23,768
Substandard		27,703		35,265		41,866		34,988
Doubtful		349		349		—		—
Loss		—		—		—		—
Total	$	32,327	$	40,982	$	50,416	$	58,756

Allowance for Loan Losses. The allowance for loan losses is maintained at levels considered adequate by management to provide for probable incurred loan losses inherent in the loan portfolio at the consolidated balance sheet reporting dates. The allowance for loan losses is based on management’s assessment of various factors affecting the loan portfolio, including portfolio composition, delinquent and non-accrual loans, national and local business conditions and loss experience and an overall evaluation of the quality of the underlying collateral.

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

	Three Months Ended September 30,						Year Ended June 30,
	2016			2015			2016			2015			2014			2013			2012
	(Dollars in thousands)
Allowance for loan losses at beginning of period	$	4,042		$	3,921		$	3,921		$	4,057		$	3,985		$	4,945		$	8,445
Provision for loan losses		26			41			1,859			1,326			903			741			1,923
Charge-offs:
Residential mortgage loans		38			—			400			175			105			217			293
Commercial mortgage loans		—			—			10			361			—			122			300
Construction loans		—			—			—			327			—			446			1,342
Commercial business loans		324			188			1,668			1,181			743			857			3,236
Home equity lines of credit		—			—			24			43			—			76			—
Other loans		—			14			31			104			28			4			281
Total charge-offs		362			202			2,133			2,191			876			1,722			5,452
Recoveries:
Residential mortgage loans		70			—			—			5			16			—			—
Commercial mortgage loans		18			—			178			8			10			5			—
Construction loans		—			192			192			—			—			—			—
Commercial business loans		271			—			—			710			3			6			1
Home equity lines of credit		—			—			—			6			—			—			—
Other loans		—			—			25			—			16			10			28
Total recoveries		359			192			395			729			45			21			29
Net charge-offs		3			10			1,738			1,462			831			1,701			5,423
Allowance for loan losses at end of period	$	4,065		$	3,952		$	4,042		$	3,921		$	4,057		$	3,985		$	4,945
Allowance for loan losses to non-performing loans at end of period		46.50	%		25.73	%		32.17	%		18.69	%		22.70	%		17.91	%		28.31	%
Allowance for loan losses to total loans outstanding at end of period		0.53			0.54			0.51			0.54	(1)		0.80			0.88			1.05
Net charge-offs to average loans outstanding during period		—			0.01			0.23			0.27			0.17			0.37			1.11

(1) Loans acquired in the CMS Bancorp, Inc./CMS Bank acquisition were recorded at their estimated fair value at the acquisition date and did not include a carry-over of the related pre-acquisition allowance for loan losses.

66

Allocation of Allowance for Loan Losses. The following tables set forth the allowance for loan losses allocated by loan category. 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 September 30, 2016								At June 30,
									2016								2015
	Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans
	(Dollars in thousands)
Residential mortgage loans	$	238		5.85	%		29.05	%	$	237		5.86	%		28.79	%	$	193		4.92	%		32.93	%
Commercial mortgage loans		2,121		52.18			49.02			2,149		53.17			49.14			1,766		45.04			44.46
Construction loans		302		7.43			3.76			269		6.66			3.19			100		2.55			1.63
Commercial business loans		920		22.63			10.77			1,001		24.76			11.54			1,682		42.90			13.66
Home equity lines of credit		70		1.72			5.27			73		1.81			5.24			69		1.76			5.56
Other loans		414		10.18			2.14			313		7.74			2.10			111		2.83			1.76
Total	$	4,065		100.00	%		100.00	%	$	4,042		100.00	%		100.00	%	$	3,921		100.00	%		100.00	%
	At June 30,
	2014								2013								2012
	Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans
	(Dollars in thousands)
Residential mortgage loans	$	219		5.40	%		31.74	%	$	196		4.92	%		26.07	%	$	165		3.34	%		25.58	%
Commercial mortgage loans		1,622		39.98			37.04			1,409		35.36			36.21			1,549		31.32			35.25
Construction loans		828		20.41			3.83			601		15.08			4.49			259		5.24			4.60
Commercial business loans		1,080		26.62			18.91			1,512		37.94			22.97			2,685		54.30			24.35
Home equity lines of credit		186		4.58			6.66			161		4.04			8.42			200		4.04			8.33
Other loans		122		3.01			1.83			106		2.66			1.85			87		1.76			1.88
Total	$	4,057		100.00	%		100.00	%	$	3,985		100.00	%		100.00	%	$	4,945		100.00	%		100.00	%

67

See Note 1 to Notes to Consolidated Financial Statements for a complete discussion of the allowance for loan losses. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with generally accepted accounting principles in the United States of America, there can be no assurance that regulators, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

68

Securities Portfolio

The following table sets forth the amortized cost and estimated fair value of our available-for-sale securities portfolio at the dates indicated.

	At September 30, 2016				At June 30,
					2016				2015				2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Securities held-to-maturity:
U.S. government and agency obligations	$	139,572	$	139,856	$	145,896	$	146,202	$	169,027	$	169,067	$	202,842	$	202,527
Corporate and other debt securities		—		—		—		—		226		227		450		455
Mortgage-backed securities – residential		71,052		72,715		72,842		74,139		59,675		59,818		42,994		43,410
Mortgage-backed securities – collateralized mortgage obligations		32,856		33,196		30,268		30,580		21,150		21,098		7,341		7,294
Mortgage-backed securities –commercial		21,591		22,480		21,673		22,396		19,835		19,967		13,519		13,536
Total	$	265,071	$	268,247	$	270,679	$	273,317	$	269,913	$	270,177	$	267,146	$	267,222
Securities available-for-sale:
U.S. government and agency obligations	$	60,408	$	60,595	$	65,953	$	66,132	$	47,036	$	46,917	$	42,060	$	41,735
Corporate and other debt securities		8,500		8,720		8,514		8,646		4,530		4,409		305		306
Mortgage-backed securities – residential		39,688		40,227		37,043		37,524		32,791		33,568		28,998		30,018
Equity securities		49		49		49		49		49		49		50		50
Total	$	108,645	$	109,591	$	111,559	$	112,351	$	84,406	$	84,943	$	71,413	$	72,109

At September 30, 2016, we had no investments in a single issuer, other than securities issued by the U.S. government and government agency, which had an aggregate book value in excess of 10% of our equity.

69

Securities Portfolio Maturities and Yields. The following tables set forth the stated maturities and weighted average yields of investment securities at September 30, 2016 and June 30, 2016. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investment securities available for sale do not give effect to changes in fair value that are reflected as a component of equity. At September 30, 2016 and June 30, 2016, we did not have any investments in any private-label collateralized mortgage obligations.

At September 30, 2016:

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
	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)
Securities held-to-maturity:
U.S. government and agency obligations	$	25,484		0.87	%	$	104,035		1.21	%	$	2,000		1.60	%	$	8,053		2.33	%	$	139,572	$	139,856		1.22	%
Mortgage-backed securities – residential		6		4.23			2,082		2.87			12,628		1.87			56,336		2.30			71,052		72,715		2.24
Mortgage-backed securities – collateralized mortgage obligations		—		—			2,014		1.68			2,034		2.35			28,808		1.93			32,856		33,196		1.94
Mortgage-backed securities – commercial		—		—			5,441		2.17			14,227		2.63			1,923		3.42			21,591		22,480		2.59
Total	$	25,490		0.87		$	113,572		1.30		$	30,889		2.23		$	95,120		2.21		$	265,071	$	268,247		1.69
Securities available-for-sale:
U.S. government and agency obligations	$	20,999		0.63	%	$	36,531		1.25	%		—		—	%	$	2,878		1.03	%	$	60,408	$	60,595		1.02	%
Corporate and other debt securities		—		—			3,378		2.39		$	5,122		2.53			—		—			8,500		8,720		2.47
Mortgage-backed securities – residential		—		—			—		—			2,808		2.22			36,880		1.89			39,688		40,227		1.91
Equity securities		—		—			—		—			—		—			49		—			49		49		—
Total	$	20,999		0.63		$	39,909		1.34		$	7,930		2.42		$	39,807		1.82		$	108,645	$	109,591		1.46

70

At June 30, 2016:

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
	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)
Securities held-to-maturity:
U.S. government and agency obligations	$	22,005		0.72	%	$	118,947		1.22	%	$	632		1.46	%	$	4,312		2.66	%	$	145,896	$	146,202		1.19	%
Mortgage-backed securities – residential		10		4.86			263		4.47			15,205		1.93			57,364		2.28			72,842		74,139		2.21
Mortgage-backed securities – collateralized mortgage obligations		—		—			2,019		1.68			2,036		2.35			26,213		1.94			30,268		30,580		1.95
Mortgage-backed securities – commercial		—		—			5,481		2.17			14,271		2.63			1,921		3.43			21,673		22,396		2.58
Total	$	22,015		0.72		$	126,710		1.27		$	32,144		2.26		$	89,810		2.22		$	270,679	$	273,317		1.66
Securities available-for-sale:
U.S. government and agency obligations	$	19,490		0.49	%	$	43,516		1.18	%		—		—	%	$	2,947		1.03	%	$	65,953	$	66,132		0.97	%
Corporate and other debt securities		—		—			3,386		2.39		$	5,128		2.52			—		—			8,514		8,646		2.47
Mortgage-backed securities – residential		—		—			—		—			2,823		2.22			34,220		1.81			37,043		37,524		1.84
Equity securities		—		—			—		—			—		—			49		—			49		49		—
Total	$	19,490		0.49		$	46,902		1.26		$	7,951		2.42		$	37,216		1.75		$	111,559	$	112,351		1.37

71

Each reporting period, we evaluate all securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary. Other-than-temporary impairment (“OTTI”) is required to be recognized if (1) we intend to sell the security; (2) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. Marketable equity securities are evaluated for OTTI based on the severity and duration of the impairment and, if deemed to be other than temporary, the declines in fair value are reflected in earnings as realized losses. For impaired debt securities that we intend to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI, resulting in a realized loss that is a charged to earnings through a reduction in our noninterest income. For all other impaired debt securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income/loss, net of applicable taxes. We did not recognize any OTTI during the three months ended September 30, 2016 and the years ended June 30, 2016 and 2015.

Deposits

Deposits have traditionally been our primary source of funds for our lending and investment activities. The substantial majority of our deposits are from depositors who reside in our primary market area. Deposits are attracted through the offering of a broad selection of deposit instruments for both individuals and businesses. The following table sets forth the distribution of total deposits by account type at the dates indicated.

	At September 30,					At June 30,
	2016					2016					2015					2014
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
	(In thousands)
Non-interest bearing demand accounts	$	135,756		12.16	%	$	122,740		11.03	%	$	129,520		12.21	%	$	94,873		11.08	%
NOW accounts		107,595		9.63			111,455		10.02			82,890		7.82			70,066		8.18
Money market accounts		32,149		2.88			31,194		2.80			33,109		3.12			11,114		1.30
Savings accounts		520,128		46.57			516,249		46.40			500,470		47.19			455,011		53.12
Certificates of deposit:
Less than $100,000		176,652		15.82			181,827		16.34			185,103		17.45			150,509		17.57
Greater than or equal to $100,000		144,557		12.94			149,230		13.41			128,542		12.12			74,945		8.75
Total	$	1,116,837		100.00	%	$	1,112,695		100.00	%	$	1,060,505		100.00	%	$	856,518		100.00	%

At September 30, 2016, and June 30, 2016, 2015 and 2014, we had municipal deposits of $44.2 million, $49.4 million, $35.2 million and $29.0 million, respectively. Municipal deposits are held by our commercial bank subsidiary, PCSB Commercial Bank.

The following tables indicate the amount of jumbo certificates of deposit by time remaining until maturity at September 30, 2016 and June 30, 2016. Jumbo certificates of deposit require minimum deposits of $100,000.

Maturity Period	Dollar Amount
	(In thousands)
At September 30, 2016:
Three months or less	$	20,198
Over three through six months		17,544
Over six through twelve months		23,188
Over twelve months		83,627
Total	$	144,557
At June 30, 2016:
Three months or less	$	28,203
Over three through six months		20,019
Over six through twelve months		29,006
Over twelve months		72,002
Total	$	149,230

72

The following tables set forth time deposit accounts classified by rate and maturity at September 30, 2016 and June 30, 2016.

At September 30, 2016:

	Amount Due										Percent of Total Time Deposit Accounts
	Less Than One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years		Total
	(Dollars in thousands)
0.00 - 1.00%	$	94,025	$	22,479	$	3,604	$	5,594	$	125,702		39.14	%
1.01 – 2.00%		42,545		27,047		77,392		38,848		185,832		57.87
2.01 – 3.00%		7,505		—		—		2,091		9,596		2.99
3.01% and above		—		—		—		—		—		—
Total	$	144,705	$	49,526	$	80,996	$	46,533	$	321,130		100.00	%

At June 30, 2016:

	Amount Due										Percent of Total Time Deposit Accounts
	Less Than One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years		Total
	(Dollars in thousands)
0.00 - 1.00%	$	102,584	$	19,906	$	6,234	$	1,079	$	129,803		39.23	%
1.01 - 2.00%		54,583		25,259		41,426		66,302		187,570		56.68
2.01 - 3.00%		11,456		—		2,080		—		13,536		4.09
3.01% and above		—		—		—		—		—		—
Total	$	168,623	$	45,165	$	49,740	$	67,381	$	330,909		100.00	%

Borrowings

We primarily utilize advances from the Federal Home Loan Bank of New York to supplement our supply of investable funds. At September 30, 2016, we had $202.3 million of available borrowing capacity with the Federal Home Loan Bank of New York and had $11.1 million in advances outstanding. At September 30, 2016, we also had an available line of credit with the Federal Reserve Bank of New York’s discount window program of $80.8 million, none of which was outstanding at that date. The following table sets forth information concerning our borrowings at the dates and for the periods indicated.

	Three Months Ended September 30,						Year Ended June 30,
	2016			2015			2016			2015			2014
	(In thousands)
Maximum balance outstanding at any month-end during period:
Federal Home Loan Bank advances	$	20,071		$	34,000		$	34,000		$	54,050			—
Average balance outstanding during period:
Federal Home Loan Bank advances		15,474			28,680			23,974			14,902			—
Weighted average interest rate during period:
Federal Home Loan Bank advances		1.29	%		0.67	%		0.83	%		0.48	%		—
Balance outstanding at end of period:
Federal Home Loan Bank advances	$	11,051		$	27,000		$	20,081		$	14,000			—
Weighted average interest rate at end of period:
Federal Home Loan Bank advances		1.50	%		0.71	%		1.16	%		0.52	%		—

73

Average Balance Sheets and Related Yields and Rates

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

	Three Months Ended September 30,
	2016								2015
	Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost
	(Dollars in thousands)
Assets:
Loans	$	776,142		$	8,525		4.39	%	$	732,817		$	8,158		4.45	%
Securities		372,866			1,480		1.59			371,619			1,447		1.56
Other interest-earning assets		65,444			104		0.63			67,633			58		0.34
Total interest-earning assets		1,214,452			10,109		3.33			1,172,069			9,663		3.30
Non-interest-earning assets		55,255								39,366
Total assets	$	1,269,707							$	1,211,435
Liabilities and equity:
NOW accounts	$	109,959			44		0.16		$	84,167			34		0.16
Money market accounts		31,410			21		0.27			34,145			23		0.27
Savings accounts		529,381			327		0.25			513,149			397		0.31
Certificates of deposit		325,793			892		1.09			313,740			677		0.86
Total interest-bearing deposits		996,543			1,284		0.51			945,201			1,131		0.48
Federal Home Loan Bank advances		15,474			50		1.29			28,680			48		0.67
Total interest-bearing liabilities		1,012,017			1,334		0.52			973,881			1,179		0.48
Non-interest-bearing deposits		130,768								117,577
Other non-interest-bearing liabilities		15,687								8,225
Total liabilities		1,158,472								1,099,713
Total equity		111,235								111,722
Total liabilities and equity	$	1,269,707							$	1,211,435
Net interest income				$	8,775							$	8,484
Interest rate spread							2.80								2.81
Net interest margin							2.89								2.90
Average interest-earning assets to average interest-bearing liabilities		120.00	%							120.35	%

74

	Year Ended June 30,
	2016								2015								2014
	Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost
	(Dollars in thousands)
Assets:
Loans	$	743,995		$	32,832		4.41	%	$	550,281		$	23,245		4.23	%	$	488,572		$	21,237		4.35	%
Securities		365,593			5,897		1.61			336,716			5,360		1.42			340,849			4,340		1.27
Other interest-earning assets		62,034			315		0.51			70,319			222		0.32			107,979			287		0.27
Total interest-earning assets		1,171,622			39,044		3.33			997,316			28,827		2.89			937,400			25,864		2.76
Non-interest-earning assets		46,451								25,047								27,301
Total assets	$	1,218,073							$	1,022,363							$	964,701
Liabilities and equity:
NOW accounts	$	92,165			146		0.16		$	72,549			106		0.15		$	46,951			62		0.13
Money market accounts		32,770			89		0.27			16,272			39		0.24			12,327			24		0.20
Savings accounts		512,321			1,487		1.16			465,951			1,442		1.24			465,565			1,471		1.26
Certificates of deposit		315,028			2,891		0.92			244,159			2,225		0.91			225,062			2,077		0.92
Total interest-bearing deposits		952,284			4,613		0.49			798,931			3,812		0.48			749,905			3,634		0.48
Federal Home Loan Bank advances		23,974			199		0.83			14,902			72		0.49			—			—		—
Total interest-bearing liabilities		976,284			4,812		0.49			813,833			3,884		0.48			749,905			3,634		0.48
Non-interest-bearing deposits		118,871								88,103								95,894
Other non-interest-bearing liabilities		9,989								7,667								8,230
Total liabilities		1,105,118								909,603								854,029
Total equity		112,955								112,760								110,671
Total liabilities and equity	$	1,218,073							$	1,022,363							$	964,700
Net interest income				$	34,232							$	24,943							$	22,230
Interest rate spread							2.84								2.41								2.27
Net interest margin							2.92								2.50								2.30
Average interest-earning assets to average interest-bearing liabilities		120.01	%							122.55	%							125.00	%

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Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on our net interest income. 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. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015									Year Ended June 30, 2016 Compared to Year Ended June 30, 2015								Year Ended June 30, 2015 Compared to Year Ended June 30, 2014
	Increase (Decrease) Due to									Increase (Decrease) Due to								Increase (Decrease) Due to
	Rate			Volume			Net			Rate			Volume			Net		Rate			Volume			Net
	(In thousands)
Interest income:
Loans receivable	$	(175	)	$	542		$	367		$	819		$	8,768		$	9,587	$	(911	)	$	2,919		$	2,008
Securities		(15	)		48			33			320			217			537		257			831			1,053
Other interest-earning assets		49			(3	)		46			125			(32	)		93		(34	)		(99	)		(98	)
Total interest-earning assets		(141	)		587			446			1,264			8,953			10,217		(688	)		3,651			2,963
Interest expense:
NOW accounts		—			10			10			10			30			40		8			36			44
Money market accounts		(1	)		(1	)		(2	)		6			44			50		5			10			15
Savings accounts		(82	)		12			(70	)		(41	)		86			45		(21	)		(8	)		(29	)
Certificates of deposit		189			26			215			16			650			666		(23	)		171			148
Federal Home Loan Bank advances		31			(29	)		2			69			58			127		—			72			72
Total interest-bearing liabilities		137			18			155			60			868			928		(31	)		281			250
Net increase (decrease) in net interest income	$	(278	)	$	569		$	291		$	1,204		$	8,085		$	9,289	$	(657	)	$	3,370		$	2,713

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Comparison of Financial Condition at September 30, 2016 and June 30, 2016

Total Assets. Total assets decreased $7.6 million or 0.6% to $1.3 billion at September 30, 2016 from $1.3 billion at June 30, 2016. The decrease is primarily the result of decreases of $18.4 million in net loans and $8.4 million in securities held-to-maturity and securities held-for-sale, partially offset by an increase of $18.8 million in cash and cash equivalents.

Cash and Cash Equivalents. Cash and cash equivalents increased $18.8 million, or 45.3% to $60.4 million at September 30, 2016 from $41.6 million at June 30, 2016. The increase is due primarily to the proceeds from an $18.4 million decrease in net loans and an $8.4 million decrease in securities held-to-maturity and securities held-for-sale, and a $4.1 million increase in deposits, partially offset by $9.0 million in maturing advances.

Securities Held-to-Maturity. Total securities held to maturity decreased $5.6 million, or 2.1% to $265.1 million at September 30, 2016 from $270.7 million at June 30, 2016. This decline was primarily caused by a $6.3 million decrease in US government and agency obligations.

Securities-Available-for-Sale. Total securities available-for-sale decreased $2.8 million, or 2.5%, to $109.6 million at September 30, 2016 from $112.4 million at June 30, 2016. This decline was caused by a decrease of $5.5 million in US government and agency obligations, partially offset by an increase of $2.7 million in residential mortgage-backed securities.

Net Loans. Net loans decreased $18.4 million, or 2.4% to $763.9 million at September 30, 2016 from $782.3 million at June 30, 2016. The decrease is primarily due to decreases of $9.9 million, or 2.6% in commercial mortgage loans, $8.0 million, or 8.8% in commercial loans, and $3.3 million, or 1.5% in residential mortgage loans, partially offset by a $3.8 million, or 15.0% increase in construction loans. The $21.3 million decrease in commercial mortgage loans, commercial loans, and residential mortgage loans primarily reflects net repayments which include a $6.9 million decrease in impaired loans. The $3.8 million increase in construction loans primarily reflects new originations and advances on existing loans.

Deposits. Total deposits increased $4.1 million or 0.4% to $1.1 billion at September 30, 2016 from $1.1 billion at June 30, 2016. The growth in deposits reflects increases of $13.0 million in demand accounts, $3.9 million in savings accounts and $1.0 million in money market accounts, partially offset by decreases of $9.8 million in certificates of deposit and $3.9 million in NOW accounts. The overall $17.9 million increase in demand, savings and money market accounts reflects the Banks strategy of raising low cost core deposits.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances decreased $9.0 million, or 45.0%, to $11.1 million at September 30, 2016 from $20.1 million at June 30, 2016. The decrease was due to the maturity of advances used to fund a leveraging strategy initiated two years ago.

Total Equity. Total equity increased $1.6 million, or 1.4%, to $111.5 million at September 30, 2016 from $109.9 million at June 30, 2016. The increase was caused by net income of $1.5 million and a decrease in accumulated other comprehensive loss of $101,000.

Comparison of Financial Condition at June 30, 2016 and June 30, 2015

Total Assets. Total assets increased $61.3 million, or 5.1%, to $1.3 billion at June 30, 2016 from $1.2 billion at June 30, 2015. The increase was primarily due to increases of $55.2 million, or 7.6% in net loans, and $27.4 million, or 32.3% in securities available for sale, partially offset by a $36.2 million, or 46.5%, decrease in cash and cash equivalents.

Cash and Cash Equivalents. Total cash and cash equivalents decreased $36.2 million, or 46.5%, to $41.6 million at June 30, 2016 from $77.8 million at June 30, 2015. This decrease primarily reflects the strategy of repositioning the balance sheet away from lower yielding short-term investments and into higher yielding loans.

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Securities Available for Sale. Total securities available-for-sale increased $27.4 million, or 32.3%, to $112.4 million at June 30, 2016 from $84.9 million at June 30, 2015. The increase was primarily due to additional purchases of securities used to collateralize a $14.2 million increase in municipal deposits held at PCSB Bank’s commercial bank subsidiary, PCSB Commercial Bank.

Net Loans. Net loans increased $55.2 million, or 7.6%, to $782.3 million at June 30, 1026 from $727.1 million at June 30, 2015. The increase is primarily due to increases of $61.3 million, or 18.9% in commercial mortgage loans and $13.2 million, or 110.8%, in construction loans, partially offset by decreases of $14.4 million, or 6.0%, in residential loans and $9.0 million, or 9.1%, in commercial business loans. The overall increase in net loans is part of the strategy to diversify the balance sheet into higher-yielding loans.

Deposits. Total deposits increased $52.2 million, or 4.9%, to $1.1 billion at June 30, 2016 from $1.1 billion at June 30, 2015. The growth in deposits reflects increases of $28.6 million, or 34.5% in NOW accounts, $16.5 million, or 5.3%, in certificates of deposit, and a $15.8 million, or 3.2% in savings accounts, partially offset by decreases of $6.8 million, or 5.2% in demand accounts and $1.9 million, or 5.8% in money market accounts. The $44.3 million increase in Now and savings accounts reflect the Bank’s strategy of raising low cost core deposits.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances increased $6.1 million, or 43.4%, to $20.1 million at June 30, 2016 from $14.0 million at June 30, 2015. The increase was due to additional advances taken to fund part of a leveraging strategy employed during the period.

Total Equity. Total equity decreased $322,000, or 0.3%, to $109.9 million at June 30, 2016 from $110.3 million at June 30, 2015. The decrease was caused by a $3.2 million increase in accumulated other comprehensive loss, partially offset by $2.9 million of net income for the year ended June 30, 2016.

Comparison of Operating Results for the Three Months Ended September 30, 2016 and September 30, 2015

General. Net income increased by $200,000, or 15.9%, to $1.5 million for the three months ended September 30, 2016 compared to $1.3 million for the three months ended September 30, 2015. The increase was primarily due to a $291,000 increase in net interest income and a $124,000 increase in non-interest income, partially offset by a $151,000 increase in noninterest expense and a $79,000 increase in income tax expense.

Net Interest Income. Net interest income increased $291,000 to $8.8 million for the three months ended September 30, 2016 from $8.5 million for the three months ended September 30, 2015. The increase primarily reflects a $4.2 million increase in average net interest-earning assets as growth in interest-earning assets outpaced growth in interest-bearing liabilities, partially offset by a one basis point decrease in the interest rate spread to 2.80% from 2.81% for the three months ended September 30, 2015.

Interest and Dividend Income. Interest and dividend income increased $446,000, or 4.6%, to $10.1 million for the three months ended September 30, 2016 from $9.7 million for the three months ended September 30, 2015. The increase primarily reflects a $42.4 million increase in the average balance on interest-earning assets and a 3 basis point increase in average yield to 3.33% from 3.30% for the three months ended September 30, 2015.

Interest income on loans increased $367,000 primarily due to a $43.3 million increase in the average balance to $776.1 million for the three months ended September 30, 2016 from $732.8 million for the three months ended September 30, 2015, partially offset by a 6 basis point decrease in the average yield on loans to 4.39% from 4.45% for the same period.

Interest income on other interest-earning assets increased $46,000 primarily due to a 29 basis point increase in the average yield on other interest-earning assets to 0.49% for the three months ended September 30, 2016 from 0.34% for the three months ended September 30, 2015, partially offset by a $2.2 million decrease in the average balance on other interest-earning assets for the same period.

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Interest income on securities increased $33,000 primarily due to a $1.3 million increase in the average balance of securities to $372.9 million for the three months ended September 30, 2016 from $371.6 million for the three months ended September 30, 2015 and a 3 basis point increase in the average yield on securities to 1.59% for the same period.

Interest Expense. Interest expense increased $155,000, or 13.2%, to $1.3 million for the three months ended September 30, 2016 from $1.2 million for the three months ended September 30, 2015. The increase primarily reflects a $38.1 million increase in the average balance on interest-bearing liabilities and a 4 basis point increase in the average cost to 0.52% from 0.48% for the three months ended September 30, 2015.

Interest expense on interest-bearing deposits increased $153,000 primarily due to a $51.3 million increase in the average balance to $996.5 million for the three months ended September 30, 2016 from $945.2 million for the three months ended September 30, 2015 and a 3 basis point increase in the average rate paid on interest-bearing deposits to 0.51% from 0.48% for the same period.

Interest expense on Federal Home Loan Bank advances increased $2,000 primarily due to a 62 basis points increase in the average cost to 1.29% for the three months ended September 30, 2016 from 0.67% for the three months ended September 30, 2015, partially offset by a $13.2 million decrease in the average balance to $15.5 million from $28.7 million for the same period.

Provision for Loan Losses. We recorded provisions for loan losses of $26,000 and $41,000 for the three months ended September 30, 2016 and 2015, respectively.

Noninterest Income. Noninterest income increased $124,000, or 29.0%, to $552,000 for the three months ended September 30, 2016 from $428,000 for the three months ended September 30, 2015. The increase was caused primarily by a $92,000 increase in the cash surrender value of bank owned life insurance, due to the $11.3 million additional investment during fiscal 2016.

Noninterest Expense. Noninterest expense increased $151,000, or 2.1%, to $7.2 million for the three months ended September 30, 2016 from $7.0 million for the three months ended September 30, 2015. The $151,000 increase was caused primarily by a $196,000 increase in occupancy and equipment expense and a $133,000 increase in salaries and employee benefits expense, partially offset by a $122,000 decrease in merger-related expenses. The $196,000 increase in occupancy and equipment costs was driven primarily by increased expenses for our new headquarters which was completed in December 2015 and additional expenses for the Pawling branch which was completed in June 2016. The $133,000 increase in salaries and employee benefits was caused by a $112,000 increase in retirement expense due to the updated valuation analysis for fiscal 2017. The $122,000 decrease in merger-related expenses was caused by data conversion expenses recorded in the three month period ended September 30, 2015.

Income Tax Expense. Income tax expense increased $79,000, or 13.9%, to $647,000 for the three months ended September 30, 2016 compared to $568,000 for the three months ended September 30, 2015. The increase was caused by a $279,000, or 15.3%, increase in pre-tax income. The effective tax rate was 30.8% and 31.1% for the three months ended September 30, 2016 and 2015, respectively.

Comparison of Operating Results for the Years Ended June 30, 2016 and June 30, 2015

General. Net income increased by $2.4 million, or 476.0%, to $2.9 million for the year ended June 30, 2016 from $508,000 for the year ended June 30, 2015. The increase was primarily due to a $9.3 million increase in net interest income and a $384,000 increase in noninterest income, partially offset by a $6.3 million increase in noninterest expense, a $533,000 increase in provision for loan losses and a $431,000 increase in income tax expense. The comparison of operating results between 2016 and 2015 are affected significantly by the fact that the year ended June 30, 2016 contains the full 12 months of operating results from the CMS Bank acquisition, compared to only 2 months for the year ended June 30, 2015.

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Net Interest Income. Net interest income increased $9.3 million, or 37.2%, to $34.2 million for the year ended June 30, 2016 compared to $24.9 million for the year ended June 30, 2015. The increase reflects an $11.9 million increase in average net interest-earning assets to $195.4 million for the year ended June 30, 2016 from $183.5 million for the year ended June 30, 2015 and a 43 basis point increase in the interest rate spread to 2.84% for the year ended June 30, 2016 from 2.41% for the year ended June 30, 2015.

Interest and Dividend Income. Interest and dividend income increased $10.2 million, or 35.4%, to $39.0 million for the year ended June 30, 2016, compared to $28.8 million for the year ended June 30, 2015. The increase primarily reflects a $174.3 million increase in the average balance on interest-earning assets and a 44 basis point increase in the average yield to 3.33% from 2.89% for the year ended June 30, 2015.

Interest on loans increased $9.6 million primarily due to a $193.7 million increase in the average balance to $744.0 million for the year ended June 30, 2016 from $550.3 million for the year ended June 30, 2015 and an 18 basis point increase in the average yield to 4.41% from 4.23% for the same period.

Interest income on securities increased $537,000 primarily due to a 19 basis point increase in the average yield to 1.61% for the year ended June 30, 2016 from 1.42% for the year ended June 30, 2015, partially offset by a $11.1 million decrease in the average balance to $365.6 million from $376.7 million for the same period.

Interest Expense. Interest expense increased $928,000, or 23.9%, to $4.8 million for the year ended June 30, 2016 from $3.9 million for the year ended June 30, 2015. The increase primarily reflects a $162.4 million increase in the average balance on interest-bearing liabilities and a 1 basis point increase in the average cost to 0.49% from 0.48% for the year ended June 30, 2016.

Interest expense on interest-bearing deposits increased $801,000, or 21.0%, primarily due to a $153.4 million increase in the average balance to $952.3 million for the year ended June 30, 2016 from $798.9 million for the year ended June 30, 2015 and a 1 basis point increase in the average rate paid on interest-bearing deposits to 0.49% from 0.48% for the same period.

Interest expense on Federal Home Loan Bank advances increased $127,000, primarily due to a $9.1 million increase in the average balance to $24.0 million for the year ended June 30, 2016 from $14.9 million for the year ended June 30, 2015 and a 34 basis point increase in the average cost to 0.83% from 0.49% for the same period.

Provision for Loan Losses. We recorded a provision for loan losses of $1.9 million for the year ended June 30, 2016 compared to $1.3 million for the year ended June 30, 2015. The growth in the provision reflected management’s assessment of the risks inherent in our loan portfolio and was necessary so that the allowance for loan losses could keep pace with the growth in the loan portfolio for the year ended June 30, 2016.

Noninterest Income. Noninterest income increased $384,000, or 24.5%, to $2.0 million for the year ended June 30, 2016 from $1.6 million for the year ended June 30, 2015. The increase was caused by a $161,000 increase in the cash value of bank owned life insurance, a $125,000 increase in other noninterest income and a $98,000 increase in fees and service charges. The increase in cash value of bank owned life insurance was due to the $11.3 million additional investment in bank owned life insurance during the year ended June 30, 2016. The increase in other non-interest income and fees and service charges was due to increased income from the higher amount of loan and deposit accounts resulting from the CMS Bancorp acquisition.

Noninterest Expense. Noninterest expense increased $6.3 million, or 26.2%, to $30.3 million for the year ended June 30, 2016 from $24.0 million for the year ended June 30, 2015. The increase is due primarily to the year ended June 30, 2016 containing a full year of expenses related to the CMS Bancorp acquisition. The $6.3 million increase is primarily comprised of a $3.3 million increase in salaries and employee benefits, a $1.1 million increase in occupancy and equipment expenses, a $994,000 increase in other operating expenses and a $668,000 increase in professional fees.

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Income Tax Expense. Income tax expense increased $431,000, or 61.40%, to $1.1 million for the year ended June 30, 2016 from $702,000 for the year ended June 30, 2015. The increase was caused primarily by the $2.8 million increase in pre-tax income, partially offset by a reduction of non-deductible merger expenses in the year ended June 30, 2016 compared to June 30, 2015. The effective tax rate was 27.9% and 58.0% for the years ended June 30, 2016 and 2015, respectively, primarily as a result of the reduction in non-deductible merger expenses.

Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, we have established a management-level Asset/Liability Management Committee, which takes initial responsibility for developing an asset/liability management process and related procedures, establishing and monitoring reporting systems and developing asset/liability strategies. On at least a quarterly basis, the Asset/Liability Management Committee reviews asset/liability management with the Investment Asset/Liability Committee that has been established by the board of directors. This committee also reviews any changes in strategies as well as the performance of any specific asset/liability management actions that have been implemented previously. On a quarterly basis, an outside consulting firm provides us with detailed information and analysis as to asset/liability management, including our interest rate risk profile. Ultimate responsibility for effective asset/liability management rests with our board of directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk: originating loans with adjustable interest rates; promoting core deposit products; and adjusting the interest rates and maturities of funding sources, as necessary. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.

Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (“NPV”) model. NPV represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of capital ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 basis points from current market rates.

The following table presents the estimated changes in our NPV that would result from changes in market interest rates at September 30, 2016. All estimated changes presented in the table are within the policy limits approved by our Board of Trustees.

	NPV								NPV as Percent of Portfolio Value of Assets
	(Dollars in thousands)
Basis Point Change in Interest Rates	Dollar Amount		Dollar Change			Percent Change			NPV Ratio			Change
400	$	112,206	$	(45,655	)		(28.92	)%		9.75	%		(2.64	)%
300		126,448		(31,413	)		(19.90	)		10.70			(1.69	)
200		140,169		(17,692	)		(11.21	)		11.56			(0.83	)
100		152,578		(5,283	)		(3.35	)		12.26			(0.13	)
0		157,861		—			—			12.39			—
(100)		165,145		7,284			4.61			12.71			0.32

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Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The above table assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides 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 NPV and will differ from actual results.

Liquidity and Capital Resources

Liquidity. 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 repayments and maturities and sales 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.

We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2016, cash and cash equivalents totaled $60.4 million. Securities classified as available-for-sale, which provide an additional source of liquidity, totaled $109.6 million at September 30, 2016.

At September 30, 2016, we had the ability to borrow up to $202.3 million from the Federal Home Loan Bank of New York, $11.1 million of which was outstanding. At September 30, 2016, we also had an available line of credit with the Federal Reserve Bank of New York’s discount window program of $80.8 million, none of which was outstanding at that date.

We have no material commitments or demands that are likely to affect our liquidity other than as set forth below. If loan demand were to increase faster than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the Federal Home Loan Bank of New York or the Federal Reserve Bank of New York.

At September 30, 2016, we had $92.1 million of loan commitments outstanding and $53.3 million of approved, but unadvanced, funds to borrowers. We also had $742,000 in outstanding letters of credit at September 30, 2016.

Certificates of deposit due within one year of September 30, 2016 totaled $144.1 million. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and Federal Home Loan Bank of New York 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 at September 30, 2016. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

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Liquidity is needed for financing and investing activities. The following table sets forth our investing and financing activities for the periods presented.

	Three Months Ended September 30,						Year Ended June 30,
	2016			2015			2016			2015			2014
	(In thousands)
Investing activities:
Loan purchases	$	—		$	(7,644	)	$	(43,981	)	$	(3,638	)	$	(57,422	)
Loan originations		(30,731	)		(44,144	)		(159,766	)		(156,188	)		(124,301	)
Loan principal repayments		45,386			44,299			148,611			152,417			123,571
Loan sales		3,696			—			—			1,886			938
Proceeds from maturities and calls of securities held-to-maturity		27,805			33,911			107,656			97,971			93,953
Proceeds from maturities and calls of securities available-for-sale		13,109			5,986			33,058			21,295			23,996
Proceeds from sales of securities available-for-sale		—			—			—			23,701			—
Purchases of securities held-to-maturity		(22,334	)		(27,985	)		(112,896	)		(94,178	)		(100,606	)
Purchases of securities available for sale		(10,269	)		(15,997	)		(56,420	)		(25,952	)		(8,024	)
Financing activities:
Net increase (decrease) in deposits	$	4,212		$	(4,869	)	$	52,778		$	(4,274	)	$	4,978
Increase (decrease) in Federal Home Loan Bank advances		(9,030	)		13,000			6,081			(22,050	)		—

Capital Resources. PCSB Bank is subject to various regulatory capital requirements administered by NYSDFS and the Federal Deposit Insurance Corporation. At September 30, 2016, PCSB Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines. See “Historical and Pro Forma Regulatory Capital Compliance” and Note 11 of Notes to the Consolidated Financial Statements.

The net offering proceeds will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net offering proceeds are used for general corporate purposes, including the funding of loans. Our financial condition and results of operations will be enhanced by the net offering proceeds, resulting in increased net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net offering proceeds, as well as other factors associated with the offering, our return on equity will be adversely affected following the offering. See “Risk Factors—Our return on equity may be low following the offering. This could negatively affect the trading price of our shares of common stock.”

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Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. The following tables present our contractual obligations at September 30, 2016 and June 30, 2016.

			Payments Due by Period
Contractual Obligations	Total		Less Than One Year		One to Three Years		Three to Five Years		More Than Five Years
	(In thousands)
At September 30, 2016:
Federal Home Loan Bank advances	$	11,051	$	7,119	$	247	$	261	$	3,424
Operating lease obligations		16,522		2,444		3,697		2,468		7,913
Total	$	27,573	$	9,565	$	3,944	$	2,729	$	11,337
At June 30, 2016:
Federal Home Loan Bank advances	$	20,081	$	16,118	$	246	$	259	$	3,458
Operating lease obligations		17,160		2,501		3,900		2,570		8,189
Total	$	37,241	$	18,619	$	4,146	$	2,829	$	11,647

Off-Balance Sheet Arrangements. We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to originate loans, unused lines of credit and standby letters of credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments. See Note 13 of Notes to the Consolidated Financial Statements.

Recent Accounting Pronouncements

The pronouncements discussed below are not intended to be an all-inclusive list, but rather only those pronouncements that could potentially have an impact on our financial position, results of operations or disclosures.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers.” The amendments in ASU 2014-09 provide a comprehensive framework for addressing revenue recognition issues that can be applied to all contracts with customers. While the guidance in ASU 2014-09 supersedes most existing industry-specific revenue recognition accounting guidance, much of PCSB Bank’s revenue comes from financial instruments such as debt securities and loans that are outside the scope of the guidance. The amendments in ASU 2014-09 also include improved disclosures to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. For public entities, ASU 2014-09, as amended, is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2016. Management is currently evaluating the impact that the amendments in ASU 2014-09 could have on PCSB Bank’s consolidated financial position, results of operations and disclosures, but does not currently believe that such impact will be material.

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall.” The amendments in ASU 2016-01 are intended to improve the recognition, measurement, presentation and disclosure of financial assets and liabilities to provide users of financial statements with information that is more useful for decision-making purposes. Among other changes, ASU 2016-01 would require equity securities to be measured at fair value with changes in fair value recognized through net income, but would allow equity securities that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments would simplify the impairment assessment of such equity securities and would require enhanced disclosure about these investments. ASU 2016-01 would also require separate presentation of financial assets and liabilities by measurement category and type of instrument, such as securities or loans, on the balance sheet or in the notes, and would eliminate certain other disclosures relating to the methods and

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assumptions used to estimate fair value. For public entities, the amendments in ASU 2016-01 are effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. ASU 2016-01 is not expected to have a material impact on PCSB Bank’s consolidated financial position, results of operations or disclosures.

In February 2016, the FASB issued ASU 2016-02 “Leases.” ASU 2016-02 affects any entity that enters into a lease and is intended to increase the transparency and comparability of financial statements among organizations. The ASU requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset would represent the right to use the underlying asset for the lease term and the lease liability would represent the discounted value of the required lease payments to the lessor. The ASU would also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact that ASU 2016-02 will have on PCSB Bank’s consolidated financial position, results of operations and disclosures.

In March 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects any entity that issues share-based payment awards to its employees. The ASU involves the simplification of several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. ASU 2016-09 is not expected to have a material impact on PCSB Bank’s consolidated financial position, results of operations or disclosures.

In June 2016, the FASB issued ASU 2016-13 “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 affects entities holding financial assets that are not accounted for at fair value through net income, including loans, debt securities, and other financial assets. The ASU requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected by recording an allowance for current expected credit losses. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact that ASU 2016-13 will have on PCSB Bank’s consolidated financial position, results of operations and disclosures.

In August 2016, the FASB issued ASU 2016-15 “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 affects all entities that are required to present a statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics, addressing eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-15 is not expected to have a material impact on PCSB Bank’s consolidated financial position, results of operations or disclosures.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data included in this prospectus have been prepared according to generally accepted accounting principles in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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SUPERVISION AND REGULATION

General

PCSB Bank is a New York-chartered savings bank. Its deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. PCSB Bank is subject to extensive regulation by the NYSDFS, as its chartering agency, and by the Federal Deposit Insurance Corporation, as its deposit insurer. PCSB Bank is required to file reports with, and is periodically examined by, the Federal Deposit Insurance Corporation and the NYSDFS concerning its activities and financial condition and must obtain regulatory approvals before entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. PCSB Bank is a member of the Federal Home Loan Bank of New York.

The regulation and supervision of PCSB Bank establish a comprehensive framework of activities in which an institution can engage and are intended primarily for the protection of depositors and borrowers and, for purposes of the Federal Deposit Insurance Corporation, the protection of the insurance fund. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes.

PCSB Financial will be required to comply with the rules and regulations of the Federal Reserve Board and NYSDFS. It will be required to file certain reports with the Federal Reserve Board and will be subject to examination by and the enforcement authority of the Federal Reserve Board and the NYSDFS. PCSB Financial will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

The Dodd-Frank Act made extensive changes in the regulation of depository institutions and their holding companies. The Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau of the Federal Reserve Board. The Consumer Financial Protection Bureau is responsible for the implementation of the federal financial consumer protection and fair lending laws and regulations, a function previously assigned to prudential regulators, and now has the authority to impose new requirements. However, institutions of less than $10 billion in assets, such as PCSB Bank, continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the enforcement authority of, their federal prudential regulator, although the Consumer Financial Protection Bureau has back-up authority to examine and enforce consumer protection laws against all institutions, including institutions with less than $10 billion in assets.

In addition to creating the Consumer Financial Protection Bureau, the Dodd-Frank Act, among other things, directed changes in the way that institutions are assessed for deposit insurance, mandated the imposition of tougher consolidated capital requirements on holding companies, required the issuance of regulations requiring originators of securitized loans to retain a percentage of the risk for the transferred loans, imposed regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and contained a number of reforms related to mortgage originations. Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or still require the issuance of implementing regulations. Their impact on operations cannot yet be fully assessed. However, there is significant possibility that the Dodd-Frank Act will, at a minimum, result in increased regulatory burden, compliance costs and interest expense for PCSB Bank and PCSB Financial.

The Dodd-Frank Act contained the so-called “Volcker Rule,” which generally prohibits banking organizations from engaging in proprietary trading and from investing in, sponsoring or having certain relationships with hedge or private equity funds (“covered funds”). The federal agencies have issued a final rule implementing the Volcker Rule which, among other things, requires banking organizations to restructure and limit certain of their investments in and relationships with covered funds.

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Any change in applicable laws or regulations, whether by the NYSDFS, the Federal Deposit Insurance Corporation, the Federal Reserve Board, New York State or the U.S. Congress, could have a material adverse impact on the operations and financial performance of PCSB Financial and PCSB Bank. In addition, PCSB Financial and PCSB Bank will be affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve Board. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of PCSB Financial and PCSB Bank.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to PCSB Bank and PCSB Financial. The description is limited to certain material aspects of the statutes and regulations that are addressed, and is not intended to be a complete description of such statutes and regulations and their effects on PCSB Bank and PCSB Financial.

New York Banking Laws and Supervision

PCSB Bank, as a New York savings bank, is regulated and supervised by the NYSDFS. The NYSDFS is required to regularly examine each state-chartered bank. The approval of the NYSDFS is required to establish or close branches, to merge with another bank, to issue stock and to undertake many other activities. Any New York savings bank that does not operate according to the regulations, policies and directives of the NYSDFS may be sanctioned. The NYSDFS may suspend or remove directors or officers of a savings bank who have violated the law, conducted a bank’s business in a manner that is unsafe, unsound or contrary to the depositors’ interests, or been negligent in the performance of their duties. In addition, the NYSDFS has the authority to appoint a receiver or conservator if it is determined that the savings bank is conducting its business in an unsafe or unauthorized manner, and under certain other circumstances.

The powers that New York-chartered savings banks can exercise under these laws include, but are not limited to, the following:

Lending Activities. A New York-chartered savings bank may make a wide variety of mortgage loans including fixed-rate loans, adjustable-rate loans, variable-rate loans, participation loans, graduated payment loans, construction and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made according to applicable regulations. Commercial loans may be made to corporations and other commercial enterprises with or without security. Consumer and personal loans may also be made with or without security.

Investment Activities. In general, PCSB Bank may invest in certain types of debt securities (including certain corporate debt securities, and obligations of federal, state, and local governments and agencies), certain types of corporate equity securities, and certain other assets. However, these investment authorities are constrained by federal law. See “—Federal Bank Regulation—Investment Activities” for such federal restrictions.

Loans to One Borrower Limitations. Under the New York Banking Law, PCSB Bank’s total loans or extensions of credit to a single borrower or group of related borrowers cannot exceed, with specified exceptions, 15% of its capital stock, surplus fund and undivided profits. PCSB Bank may lend additional amounts up to 10% if the loans or extensions of credit are fully secured by readily-marketable collateral. At September 30, 2016, PCSB Bank complied with these loans-to-one-borrower limitations. At September 30, 2016, PCSB Bank’s largest aggregate amount of loans to one borrower was $10.8 million.

Dividends. Under New York banking law, PCSB Bank, following the completion of the conversion, will be permitted to declare and pay dividends out of its net profits, unless there is an impairment of capital. Additionally, the approval of the NYSDFS is required if the total of all dividends declared in a calendar year would exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, subject to certain adjustments and any waivers granted.

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Assessments. As a New York state-chartered savings bank, PCSB Bank is required to pay to the NYSDFS a general assessment fee in connection with the NYSDFS’ regulation and supervision (including examination) of PCSB Bank. Each state institution is billed five times per each fiscal year, with four estimated quarterly assessments set as approximately 25% of the annual amount based on the NYSDFS’ estimated annual budget at the time of the billing, and a final assessment, or “true-up,” based on the NYSDFS’ actual expenses for the fiscal year. The Federal Deposit Insurance Corporation does not charge a state bank for supervision, although as discussed below, it charges all insured depository institutions deposit insurance assessments in connection with its administration of the Deposit Insurance Fund

Regulatory Enforcement Authority. Any New York bank that does not operate according to the regulations, policies and directives of the NYSDFS may be subject to sanctions for non-compliance, including seizure of the property and business of the savings bank and suspension or revocation of its charter. The NYSDFS may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the savings bank’s business in a manner which is unsafe, unsound or contrary to the depositors interests or been negligent in the performance of their duties. In addition, upon finding that a bank has engaged in an unfair or deceptive act or practice, the NYSDFS may issue an order to cease and desist and impose a fine on the savings bank concerned. New York consumer protection and civil rights statutes applicable to PCSB Bank permit private individual and class action law suits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damage and attorney’s fees in the case of certain violations of those statutes.

Recent New York Legislative and Regulatory Developments. The NYSDFS has adopted and proposed new laws and regulations and issued new guidance in a number of areas affecting PCSB Bank’s operations. These include:

• In June 2016, the New York Legislature enacted legislation to address “zombie properties”, meaning residential property abandoned by a homeowner after the initiation, but prior to the completion of, a foreclosure proceeding. Under this law, a mortgagee bank has a duty to maintain and secure a residential real property where there is a reasonable basis to believe it is vacant and abandoned, and faces civil penalties up to $500 per violation, per property, per day for failing to do so. As enacted, the legislation does not apply to PCSB Bank because we originate, own, service and maintain our own mortgages and we originate less than 0.3 percent of one- to four-family real property mortgages in New York. However, there can be no assurance that any future amendments to this law will not include us.

• In June 2016, the NYSDFS adopted a regulation that requires New York chartered banks to maintain programs to monitor and filter transactions for potential Bank Secrecy Act and anti-money laundering violations and prevent transactions with sanctioned entities. The regulation requires regulated institutions annually to submit a board resolution or senior officer compliance finding confirming steps taken to ascertain compliance with the regulation. Under the new regulation, which will be effective January 1, 2017, banks are required to review their transaction-monitoring and filtering programs and ensure that they are reasonably designed to comply with risk-based safeguards. The institutions also must adopt (at the institution’s option) an annual board resolution or senior officer compliance finding to certify compliance with the regulation beginning April 15, 2018. The resolution or finding must state that documents, reports, certifications and opinions of officers and other relevant parties have been reviewed by the board of directors or senior official to certify compliance with the regulation. We are assessing the extent to which the new regulation duplicates the federal Bank Secrecy Act compliance requirements and whether it will require us to augment our compliance resources.

• In September 2016, the NYSDFS proposed a new regulation to require New York chartered banks to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of the savings bank. The regulation, which is similar to guidance issued by the federal bank regulators, requires regulated financial institutions to establish a cybersecurity program; adopt a written cybersecurity policy; designate a Chief Information Security Officer

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responsible for implementing, overseeing and enforcing its new program and policy; and have policies and procedures designed to ensure the security of information systems and nonpublic information accessible to, or held by, third-parties, along with a variety of other requirements to protect the confidentiality, integrity and availability of information systems. We believe that our cybersecurity policies and procedures will comply with the new regulation if it is adopted as proposed.

• In October 2016, the NYSDFS issued guidance regarding incentive compensation. The guidance prohibits the payment by New York chartered banks of incentive compensation tied to employee performance indicators, such as the number of accounts opened, or the number of products sold per customer, without effective risk management, oversight and control. Banks considering the adoption of such incentive compensation plans must balance between risks and rewards, emplace effective controls and risk management and have strong corporate governance, including active and effective oversight by the board of directors. We will ensure that any incentive compensation plan we adopt will conform to this guidance. See “Executive Compensation-Proposed Short-Term Incentive Plan”.

New York has other statutes and regulations that are similar to the federal provisions discussed below.

Federal Bank Regulation

Capital Requirements. Under Federal Deposit Insurance Corporation regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (“state non-member banks”), such as PCSB Bank, are required to comply with minimum leverage capital requirements. The minimum capital leverage requirement is a ratio of Tier 1 capital to total assets that is not less than 4.0%. Tier 1 capital consists of “CET1” and “Additional Tier 1 capital” instruments meeting specified requirements. CET1 is defined as common stock, plus related surplus, and retained earnings plus limited amounts of minority interest in the form of common stock, less the majority of the regulatory deductions.

The Federal Deposit Insurance Corporation regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to risk-weighted categories ranging from 0.0% to 200.0%, with higher levels of capital being required for the categories perceived as representing greater risk.

State non-member banks must maintain a minimum ratio of total capital to risk-weighted assets of at least 8.0%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital and Tier 2 capital. Tier 1 capital consists of common stock, plus related surplus and retained earnings. Under the new capital rules, for most banking organizations, the most common form of Additional Tier 1 capital is noncumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allowance for loan and lease losses, in each case, subject to the new capital rules’ specific requirements. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.

In July 2013, the Federal Deposit Insurance Corporation and the other federal bank regulatory agencies issued a final rule that has revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets), sets the leverage ratio at a uniform 4% of total assets and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on non-accrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale”

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securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. PCSB Bank has elected to exercise its one-time option to opt-out of the requirement under the final rule to include certain “available-for-sale” securities holdings for purposes of calculating its regulatory capital requirements. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments to executive officers if the banking organization does not hold a “capital conservation buffer” which, when fully phased in, will consist of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective on January 1, 2015. The “capital conservation buffer” will be phased in from January 1, 2016 to January 1, 2019, when the full capital conservation buffer will be effective.

The Federal Deposit Insurance Corporation Improvement Act required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The Federal Deposit Insurance Corporation, along with the other federal banking agencies, adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The Federal Deposit Insurance Corporation also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.

Standards for Safety and Soundness. As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The 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. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. The agencies have also established standards for safeguarding customer information. 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.

Investment Activities. All state-chartered Federal Deposit Insurance Corporation-insured banks, including savings banks, are generally limited in their investment activities to principal and equity investments of the type and in the amount authorized for national banks, notwithstanding state law, subject to certain exceptions. For example, state chartered banks may, with Federal Deposit Insurance Corporation approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange or the Nasdaq Global Market and in the shares of an investment company registered under the Investment Company Act of 1940. The maximum permissible investment is 100% of Tier 1 Capital, as specified by the Federal Deposit Insurance Corporation’s regulations, or the maximum amount permitted by New York law, whichever is less.

In addition, the Federal Deposit Insurance Corporation is authorized to permit such a state bank to engage in state-authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if it meets all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the Deposit Insurance Fund. The Federal Deposit Insurance Corporation has adopted procedures for institutions seeking approval to engage in such activities or investments. In addition, a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

Interstate Banking and Branching. Federal law permits well capitalized and well managed bank holding companies to acquire banks in any state, subject to Federal Reserve Board approval, certain concentration limits and other specified conditions. Interstate mergers of banks are also authorized, subject to regulatory approval and other specified conditions. In addition, among other things, recent amendments made by the Dodd-Frank Act permit banks to establish de novo branches on an interstate basis provided that branching is authorized by the law of the host state for the banks chartered by that state.

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Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

The Federal Deposit Insurance Corporation has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. At September 30, 2016, PCSB Bank was classified as a “well capitalized” institution.

At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized bank’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the Federal Deposit Insurance Corporation to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

Transaction with Affiliates and Regulation W of the Federal Reserve Regulations. Transactions between banks and their affiliates are governed by federal law. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank (although subsidiaries of the bank itself, except financial subsidiaries, are generally not considered affiliates). Generally, Section 23A of the Federal Reserve Act and the Federal Reserve Board’s Regulation W limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital stock and surplus, and with all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital stock and surplus. Section 23B applies to “covered transactions” as well as to certain other transactions and requires that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from, and issuance of a guarantee to an affiliate, and other similar transactions. Section 23B transactions also include the provision of services and the sale of assets by a bank to an affiliate. In addition, loans or other extensions of credit by the financial institution to the affiliate are required to be collateralized according to the requirements set forth in Section 23A of the Federal Reserve Act.

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Sections 22(h) and (g) of the Federal Reserve Act place restrictions on loans to a bank’s insiders, i.e., executive officers, directors and principal shareholders. Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% shareholder of a financial institution, and certain affiliated interests of these, together with all other outstanding loans to such person and affiliated interests, may not exceed specified limits. Section 22(h) of the Federal Reserve Act also requires that loans to directors, executive officers and principal shareholders be made on terms substantially the same as offered in comparable transactions to other persons and also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus. Section 22(g) of the Federal Reserve Act places additional restrictions on loans to executive officers.

Enforcement. The Federal Deposit Insurance Corporation has extensive enforcement authority over insured state savings banks, including PCSB Bank. The enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations, breaches of fiduciary duty and unsafe or unsound practices. The Federal Deposit Insurance Corporation is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” It may also appoint itself as conservator or receiver for an insured state non-member bank under specified circumstances, including: (1) insolvency; (2) substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; (3) existence of an unsafe or unsound condition to transact business; (4) insufficient capital; or (5) the incurrence of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance.

Federal Insurance of Deposit Accounts. PCSB Bank is a member of the Deposit Insurance Fund, which is administered by the Federal Deposit Insurance Corporation. Deposit accounts in PCSB Bank are insured up to a maximum of $250,000 for each separately insured depositor.

The Federal Deposit Insurance Corporation imposes an assessment for deposit insurance on all depository institutions. Under its risk-based assessment system, insured institutions are assigned to risk categories based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned and certain adjustments specified by regulation, with less risky institutions paying lower rates. Assessment rates (inclusive of possible adjustments) currently range from 2 ¹/₂ to 45 basis points of each institution’s total assets less tangible capital. The Federal Deposit Insurance Corporation may increase or decrease the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment rulemaking. The Federal Deposit Insurance Corporation’s current system represents a change, required by the Dodd-Frank Act, from its prior practice of basing the assessment on an institution’s volume of deposits.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation. It has recently exercised that discretion by establishing a long range fund ratio of 2%.

The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of PCSB Bank. Future insurance assessment rates cannot be predicted.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that the 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 regulatory condition imposed in writing. We do not know of any practice, condition or violation that might lead to termination of PCSB Bank’s deposit insurance.

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In addition to the Federal Deposit Insurance Corporation assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the Federal Deposit Insurance Corporation, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019.

Privacy Regulations. Federal Deposit Insurance Corporation regulations generally require that PCSB Bank disclose its privacy policy, including identifying with whom it shares a customer’s “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. In addition, PCSB Bank is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. PCSB Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.

Community Reinvestment Act. Under the Community Reinvestment Act, or CRA, as implemented by Federal Deposit Insurance Corporation, a state non-member bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the Federal Deposit Insurance Corporation, in connection with its examination of a state non-member bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the Federal Deposit Insurance Corporation to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. PCSB Bank’s latest Federal Deposit Insurance Corporation CRA rating was “Satisfactory.”

New York has its own statutory counterpart to the CRA, which is applicable to PCSB Bank. New York law requires the NYSDFS to consider a bank’s record of performance under New York law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. PCSB Bank’s most recent rating under New York law was “Satisfactory.”

Consumer Protection and Fair Lending Regulations. New York savings banks are subject to a variety of federal and New York statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes, including Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts and practices against consumers, authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys’ fees for certain types of violations. New York’s Attorney General has vigorously enforced fair lending and other consumer protection laws. The Dodd Frank Act added a new statute that prohibits unfair, deceptive or abusive acts practices against consumers, which can be enforced by the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation and state Attorneys General.

USA Patriot Act. PCSB Bank is subject to the USA PATRIOT Act, which gave federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act provided measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents, and parties registered under the Commodity Exchange Act.

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Other Regulations

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

• Truth in Lending Act, which requires lenders to disclose the terms and conditions of consumer credit;

• Real Estate Settlement Procedures Act, which requires lenders to disclose the nature and costs of the real estate settlement process and prohibits specific practices, such as kickbacks, and places limitations upon the use of escrow accounts;

• Home Mortgage Disclosure Act of 1975, 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 and the New York Executive Law, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

• Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; and

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

The deposit operations of PCSB Bank also are subject to, among others, the:

• Truth in Savings Act, which requires financial institutions to disclose the terms and conditions of their deposit accounts;

• Expedited Funds Availability Act, which requires banks to make funds deposited in transaction accounts available to their customers within specified time frames;

• 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;

• Check Clearing for the 21st 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;

• 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; and

• New York banking laws and regulations, which governs deposit powers.

Federal Reserve System

Federal Reserve Board regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for that portion of transaction

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accounts aggregating $115.1 million or less (which may be adjusted by the Federal Reserve Board) the reserve requirement is 3.0% and the amounts greater than $115.1 million require a 10.0% reserve (which may be adjusted annually by the Federal Reserve Board between 8.0% and 14.0%). The first $15.5 million of otherwise reservable balances (which may be adjusted by the Federal Reserve Board) are exempted from the reserve requirements. PCSB Bank is in compliance with these requirements.

Federal Home Loan Bank System

PCSB 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 provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. PCSB Bank complied with this requirement at September 30, 2016. Based on redemption provisions of the Federal Home Loan Bank of New York, the stock has no quoted market value and is carried at cost. PCSB Bank reviews for impairment based on the ultimate recoverability of the cost basis of the Federal Home Loan Bank of New York stock. At September 30, 2016, no impairment has been recognized.

At its discretion, the Federal Home Loan Bank of New York may declare dividends on the stock. The Federal Home Loan Banks are required to provide funds for certain purposes including the resolution of insolvent thrifts in the late 1980s and to contributing funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. There can be no assurance that such dividends will continue in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the Federal Home Loan Bank of New York stock held by PCSB Bank.

Holding Company Regulation

Upon completion of the conversion, PCSB Financial will be a bank holding company within the meaning of Bank Holding Company of 1956, as amended. As such, PCSB Financial will be registered with the Federal Reserve Board and be subject to regulations, examinations, supervision and reporting requirements applicable to bank holding companies. In addition, the Federal Reserve Board has enforcement authority over PCSB Financial and its non-savings bank subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings bank.

A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.

The Gramm-Leach-Bliley Act of 1999 authorized a bank holding company that meets specified conditions, including being “well capitalized” and “well managed,” to opt to become a “financial holding company” and thereby engage in a broader array of financial activities than previously permitted. Such activities can include insurance underwriting and investment banking.

PCSB Financial will be subject to the Federal Reserve Board’s capital adequacy guidelines for bank holding companies (on a consolidated basis), which have historically been similar to, though less stringent than, those of the Federal Deposit Insurance Corporation for PCSB Bank. The Dodd-Frank Act, however, required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies

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that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. Instruments such as cumulative preferred stock and trust preferred securities would no longer be includable as Tier 1 capital, as is currently the case with bank holding companies, subject to certain grandfathering rules. The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act as to bank holding company capital standards. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks apply to bank holding companies (with greater than $1.0 billion of assets) at January 1, 2015. As is the case with institutions themselves, the capital conservation buffer will be phased in between 2016 and 2019.

A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions.

The Federal Reserve Board has issued a policy statement regarding capital distributions, including dividends, by bank holding companies. In general, the policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength doctrine. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of PCSB Financial to pay dividends or otherwise engage in capital distributions.

Under the Federal Deposit Insurance Act, depository institutions are liable to the Federal Deposit Insurance Corporation for losses suffered or anticipated by the Federal Deposit Insurance Corporation in connection with the default of a commonly controlled depository institution or any assistance provided by the Federal Deposit Insurance Corporation to such an institution in danger of default.

The status of PCSB Financial as a registered bank holding company under the Bank Holding Company Act of 1956 will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

New York Holding Company Regulation. Upon completion of the conversion, PCSB Financial will be subject to regulation under New York banking law. Among other requirements, PCSB Financial will have to receive the approval of the NYSDFS before acquiring 10% or more of the voting stock of another banking institution, or to otherwise acquire a banking institution by merger or purchase.

Federal Securities Laws

PCSB Financial’s common stock will be registered with the Securities and Exchange Commission after the offering. PCSB Financial 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 issued in the offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of PCSB Financial may be resold without registration. Shares purchased by an affiliate of PCSB Financial will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If PCSB Financial meets the current public

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information requirements of Rule 144 under the Securities Act of 1933, each affiliate 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 the outstanding shares of PCSB Financial, or the average weekly volume of trading in the shares during the preceding four calendar weeks.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act (the “JOBS Act”), which was enacted in April 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” PCSB Financial qualifies as an emerging growth company under the JOBS Act.

An “emerging growth company” may choose not to hold shareholder votes to approve annual executive compensation (more frequently referred to as “say-on-pay” votes) or executive compensation payable in connection with a merger (more frequently referred to as “say-on-golden parachute” votes). An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting, and can provide scaled disclosure regarding executive compensation. Finally, an emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. PCSB Financial has elected to comply with new or amended accounting pronouncements in the same manner as a public company.

A company loses emerging growth company status on the earlier of: (i) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.0 billion or more; (ii) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933; (iii) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which such company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non-voting equity held by non-affiliates).

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. Upon completion of the conversion, PCSB Financial will have in place policies, procedures and systems designed to comply with these regulations, and PCSB Financial will review and document such policies, procedures and systems to ensure continued compliance with these regulations.

Change in Control Regulations

Under the Change in Bank Control Act, no person, or group of persons acting in concert, may acquire control of a bank holding company, such as PCSB Financial, unless the Federal Reserve Board has been given 60 days’ prior written notice and not disapproved the proposed acquisition. The Federal Reserve Board considers several factors in evaluating a notice, including the financial and managerial resources of the acquirer and competitive effects. Control, as defined under the applicable regulations, means the power, directly or indirectly, to direct the management or policies of the company or to vote 25% or more of any class of voting securities of the company. Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where, as will be the case with PCSB Financial, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.

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In addition, federal regulations provide that no company may acquire control (as defined in the Bank Holding Company Act) of a bank holding company without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve Board.

TAXATION

Federal Taxation

General. PCSB Financial and PCSB 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 PCSB Financial and PCSB Bank.

Method of Accounting. For federal income tax purposes, PCSB Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns.

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, less an exemption amount, referred to as “alternative minimum taxable income.” The alternative minimum tax is payable to the extent tax computed this way exceeds tax computed by applying the regular tax rates to regular taxable income. 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 September 30, 2016, PCSB Bank had $32,000 of alternative minimum tax credit carryforwards.

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. See Note 9 to Notes to Consolidated Financial Statements for additional information.

Capital Loss Carryovers. Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which carried and is used to offset any capital gains. Any undeducted loss remaining after the five year carryover period is not deductible. At September 30, 2016, PCSB Bank had no capital loss carryovers.

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

Audit of Tax Returns. PCSB Bank’s federal income tax returns and New York State income tax returns have not been audited in the last three years.

State Taxation

In March 2014, tax legislation was enacted that changed the manner in which financial institutions and their affiliates are taxed in New York State. Taxable income is apportioned to New York State based on the location of the taxpayer’s customers, with special rules for income from certain financial transactions. The location of the taxpayer’s offices and branches are not relevant to the determination of income apportioned to New York State. The statutory tax rate is currently 6.5%. An alternative tax of 0.15% on apportioned capital is imposed to the extent that it exceeds the tax on apportioned income. The New York State alternative tax is capped at $5 million for a tax year and is gradually phased out over a six-year period. Thrift institutions that maintain a qualified residential loan portfolio are entitled to a specially computed modification that reduces the income taxable to New York State.

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MANAGEMENT

Shared Management Structure

The directors of PCSB Financial are the same persons who are the trustees of PCSB Bank. In addition, each executive officer of PCSB Financial is also an executive officer of PCSB Bank. PCSB Financial and PCSB Bank expect to maintain this shared management structure until there is a business reason to establish separate management structures.

Our Directors

Directors of PCSB Financial serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. The trustees of PCSB Bank are elected annually. The following table sets forth for each director of PCSB Financial, his name, his age at September 30, 2016, the year in which he began serving as a trustee of PCSB Bank and the year when his current term as a director of PCSB Financial expires.

Name (1)	Position(s)	Age	Director Since	Current Term Expires
William L. Cuddy, Jr.	Director	58	2015	2019
Kevin B. Dwyer	Director	55	2013	2019
Jeffrey Kellogg	Director	67	2011	2018
Robert Lusardi	Director	62	2012	2018
Matthew G. McCrosson	Director	66	2015	2018
Joseph D. Roberto	Chairman of the Board, President and Chief Executive Officer	64	2012	2019
Karl A. Thimm	Director	69	2008	2017
Michael T. Weber	Director	61	2005	2017
Richard F. Weiss	Vice Chairman of the Board and Lead Independent Director	71	2004	2017

(1) The mailing address for each individual is 2651 Strang Blvd., Suite 100, Yorktown Height, NY 10598.

The business experience for the past five years of each director of PCSB Financial is set forth below. Each individual’s biography also contains information regarding his experience, qualifications, attributes or skills that caused the board of directors to determine that he should serve as a director. Unless otherwise indicated, each individual has held his position for the past five years.

William L. Cuddy, Jr. serves as Executive Vice President of CBRE, Inc. providing commercial real estate consulting and brokerage services to corporations and other institutions for over 30 years. He leads a team of professionals in providing corporate real estate services including tenant representation (regional and national), as well as agency sales and leasing. CBRE, Inc. has recognized Mr. Cuddy as its top producing broker numerous times and he was awarded the NAIOP Deal of the Year six times for various sales and lease transactions.

Mr. Cuddy’s present and past leadership positions have included serving as a director of The Burke Hospital Foundation since 2009; director of the Burke Research Institute since 2006; and Director (2001-2009) and Past President of The Burke Rehabilitation Hospital (2007-2009). Member, Board of Stewards and Past President (2007) with the Friendly Sons of St. Patrick in Westchester County; Board member at Mercy College (1996-2005); and Director of the Westchester County Association since 2010.

Before joining the PCSB Bank Board of Trustees Mr. Cuddy had been a Director at CMS Bank which was acquired by PCSB Bank in 2015. The Board of Trustees values the depth of Mr. Cuddy’s background and expertise in real estate matters. In particular, he provides the board of directors and PCSB Bank with an extensive knowledge of the regional commercial real estate market, and provides valuable assistance in fostering relationships with

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owners, investors, developers and the corporate community. Mr. Cuddy is also valued for his marketing and transaction skills.

Kevin B. Dwyer is the owner of Dwyer Agency, LLC, a real estate agency, and of Dwyer Agency of Mahopac LLC an insurance agency. Dwyer Agency, LLC has been providing the Putnam and surrounding communities with residential and commercial real estate and insurance opportunities since 1927.

Mr. Dwyer is actively involved in many community organizations serving on the Board of Putnam Hospital Center Foundation, St. John’s Parish Mahopac Finance Committee, Friendly Sons of St. Patrick, Lake Mahopac Rotary and Mahopac Chamber of Commerce. His professional organizations include NY State Commercial Association of Realtors, Hudson Valley Commercial Association of Realtors, NYS and National Association of Realtors, International Council of Shopping Centers and Independent Insurance Agents of NY State.

Mr. Dwyer’s real estate and insurance expertise provides the board of directors and PCSB Bank with valuable insight into the local real estate market and into the insurance needs of the Bank.

Jeffrey Kellogg, now retired, served as the Senior Vice President of Development and Community affairs at Putnam Hospital Center and as Executive Director of the Putnam Hospital Center Foundation. In this capacity, for 21 years, Mr. Kellogg was responsible for all fund raising initiatives as well as the hospital’s marketing and communications, public relations, volunteer/auxiliary program, community outreach and guest services department. Professionally, in 2005 he was recognized as a Fellow of the Association for Philanthropy, which is the highest level of achievement in the field of health care philanthropy.

Before his positions with Putnam Hospital Center, Mr. Kellogg began his business career building and managing a chain of a dozen area sporting goods stores throughout Westchester, Dutchess, Putnam and New Fairfield Ct. Counties. Throughout his career Mr. Kellogg has been active in the community and has served on many boards and held numerous leadership positions. These include positions and membership with the Putnam County Economic Development Corporation, the American Heart Association, Cornell Cooperative Extension, Grace Lutheran Church of Yorktown, the Putnam Alliance and Boy Scouts of America. Most recently, Mr. Kellogg has joined the board of Putnam Family and Community Services which services clients throughout the Hudson Valley.

Mr. Kellogg holds a bachelor’s degree in Economics from St. Lawrence University and a master’s degree in Health Care Administration from Western Connecticut State University. His strong leadership skills and extensive community involvement provides the Board of Directors and PCSB Bank with valuable insight the needs of the Bank’s local communities.

Robert Lusardi, Esq. is a partner in the law firm of Daniels, Porco and Lusardi LLP located in Carmel, N.Y. He practices primarily in the areas of Real Estate and Zoning Litigation, Civil Litigation, Mortgage Foreclosure and Commercial Litigation. Mr. Lusardi is admitted to practice in New York, Connecticut and the U.S. District Courts for the Southern and Eastern Districts of New York. He has served as Assistant District Attorney, Putnam County, NY, Village Attorney, Village of Nelsonville Assistant Town Attorney, Town of Phillipstown, and Special Litigation Counsel, Town of Putnam County. Mr. Lusardi is a member of the Zoning Board of Appeals of the Town of Putnam Valley NY, a member of Preserve Putnam, a local charity, the Carmel-Mahopac Chamber of Commerce, and the Putnam County and New York State Bar Associations.

Mr. Lusardi attended The College of Holy Cross where he received his B.A. and Syracuse University College of Law where he received his J.D. His more than 35 years of experience in commercial and real estate litigation provides the board of directors with valuable experience in real estate litigation matters as well as other legal matters.

Matthew G. McCrosson is a partner with the accounting and advisory firm of PKF O’Connor Davies, LLP where he has been employed since 2000. Mr. McCrosson provides performance improvement based advisory

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services in addition to organizational and operational reviews. He has assisted many clients in reviewing their technology platforms in terms of alternative systems and system selection and implementation coordination.

Before joining PKF O’Connor Davies, LLP in 2000, Mr. McCrosson was with KPMG Consulting, in the firm’s Public Services line of business. Earlier in his career, Mr. McCrosson served as chief financial officer and chief operation officer of several national and regional not-for-profit organizations. He serves on the Boards of the Business Council of Westchester and Westchester Community College Foundation. He is a past Chairman of the Westchester Community Foundation.

Before joining the PCSB Bank Board Mr. McCrosson had been a Director at CMS Bank which had been acquired by PCSB Bank in 2015. The Board of Trustees values Mr. McCrosson’s unique combination of financial and accounting expertise and knowledge of technology matters along with his designation as an “audit committee financial expert,” as that term is defined by Securities and Exchange Commission regulations.

Joseph D. Roberto has served as President and Chief Executive Officer of PCSB Bank since January 2012 and as its Chairman of the Board since January 2012. He served as Chief Financial Officer of PCSB Bank from October 2005 to December 2011. Mr. Roberto’s banking career spans more than 40 years serving in various financial management and executive positions for other financial institutions. Before joining PCSB Bank, Mr. Roberto began his career at Yonkers Savings and Loan Association and served as Chief Financial Officer for both Yonkers Financial Corporation and Yonkers Savings and Loan Association, a public community bank, from 1996 to 2002. In 2004 and 2005 he served as Executive Vice President and Chief Financial Officer of Empire State Bank, a public commercial bank.

Mr. Roberto is actively involved in various organizations in both Putnam and Westchester Counties, currently serving on the boards of the Putnam Economic Development Committee, as its Chairman, the Putnam Hospital Center Foundation and the Westchester County Association. Mr. Roberto is also actively involved with the American Heart Association and its Putnam Heart Walk leading PCSB Bank’s efforts in fund raising and heart healthy awareness.

Mr. Roberto’s extensive knowledge of the banking industry and strong leadership skills provide PCSB Bank with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment.

Karl A. Thimm is the President, owner and founder of Karlen Inc. DBA Appliance Sales Plus, a leading Westchester based retail and commercial appliance provider located in Somers NY. He also sits on the Executive Board of Intercounty Appliance Corporation, a retail appliance co-op in Medford, NY. Prior to starting Karlen Incorporated, Mr. Thimm was in the appliance sales division of General Electric Company where he maintained relationships with many retail companies. He sits on the board of the Putnam Hospital Center.

Mr. Thimm’s entrepreneurship and over 40 years of business experience provide PCSB Bank with insight and guidance with its small business lending and account relationships.

Michael T. Weber was the Chief Executive Officer of Health Quest a multi-hospital healthcare system located in the lower Hudson Valley until his retirement in 2013. Prior to retiring, he grew the system to a $700 million operation with multiple healthcare related entities including home care agencies, urgent care centers, a nursing home and physician practices, which helped in making Health Quest the leader it is today.

Before his position as CEO of Health Quest in 2007, Mr. Weber began his career in Buffalo, NY and from 1979 to 1986 he was Director of Fiscal Services at a local hospital. In 1986 he accepted the position of Chief Financial Officer at Putnam Hospital Center, in Carmel, NY. During that time Mr. Weber earned a Masters in Healthcare Administration from Western Connecticut State University and was promoted to the hospital’s Chief Executive Officer. Over the next seven years he successfully improved the hospital’s financial position, completed several major building projects, enlarged the medical staff and enhanced the reputation of the hospital.

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During his years in healthcare administration, Mr. Weber was involved in many community activities including Chairman of the American Heart Association, committee membership with both the American Hospital Association and the NYS Healthcare Association and Chairman of the Northern Metropolitan Hospital Association. Mr. Weber’s administration and financial background provides the board with valuable insight into PCSB Bank’s strategic planning goals.

Richard F. Weiss, having been in the financial services industry for over 40 years, is a Certified Public Accountant and a Certified Financial Planner with an emphasis on Estate and Trust planning. Currently, he works as a consultant to Weiss Financial Group and Weiss Advisory Group LLC firms specializing in tax compliance and personal financial, estate and trust planning and compliance.

Before his current position, Mr. Weiss began his career working for several leading CPA firms in New York City, including the prestigious firm S.D. Leidesdorf & Co. which subsequently merged with the current firm of Ernst & Young. Before establishing his private practice in Mahopac, he was partner at the firm of Kamerman, Shapiro, Jacobs & Weiss, a boutique New York City based firm specializing in international and domestic corporate taxation, estate, trust and individual planning and taxation.

Mr. Weiss is a firm believer in giving back to the community and, toward that end, he serves as a board member and Treasurer of the Putnam County Housing Corp. and a board member of the Putnam Economic Development Committee. He also enjoys volunteering as a local broadcast television announcer for Mahopac High School sporting events.

Mr. Weiss’s extensive tax and financial expertise is an invaluable resource to PCSB Bank and is designated as an “audit committee financial expert” as that term is defined by Securities and Exchange Commission regulations. Mr. Weiss also serves as our lead independent director.

Executive Officers Who Are Not Directors

Carol Bray, age 52, is Senior Vice President and Chief Information Officer, a position she has held since January 2016. Previously, she was PCSB Bank’s Information Technology Manager beginning in December 2001. With over 25 years of experience, Ms. Bray is responsible for the security of customer information and oversees the Information Technology and Systems Operations Departments. Before joining PCSB Bank, she spent 13 years as Vice President and Systems Operations Manager at Premier Bank, a $1.6 billion community financial institution.

Robert Farrier, age 45, is Senior Vice President and Retail Banking Officer, a position he has held since January 2006. Before joining PCSB Bank, Mr. Farrier has held various positions in the retail banking sector since 1996 where he began his career at Marine Midland Bank and graduated from their Officer’s Development Program. Throughout his career he has worked at several large banking institutions such as Bank of New York, First Union, and Fleet Bank (Bank of America), in which he has held positions in the retail sector from Branch Manager to District Manager of a twenty branch region. Mr. Farrier holds an MBA from Marist College.

Michael P. Goldrick, age 51, is Senior Vice President and Chief Lending Officer, a position he has held since October 2012. Before joining PCSB Bank Mr. Goldrick has held various management and executive positions in the banking industry since 1987 where he began his career at North Fork Bank & Trust Company as a loan officer. From 2001 to 2005, Mr. Goldrick was Vice President, Commercial Loans, M&T Bank, specializing in middle market loans. From 2005 to 2008 he was Executive Vice President, for Business and Professional Banking at Hudson Valley Bank an executive position accountable for direct and indirect management of a $1.5 billion loan and $1.7 billion deposit portfolio. From 2008 to 2012 Mr. Goldrick was a Senior Vice President, Team Leader Commercial Banking for Provident Bank responsible for loan expansion into Westchester, Putnam, Bronx and Fairfield Ct. Mr. Goldrick holds an MBA in Finance from Fordham University.

Ruth Leser, age 52, is Senior Vice President and has been Director of Human Resources since January 1996. During her time with PCSB Bank, Ms. Leser has administered PCSB Bank’s growth from 99 employees to the current number of 177. Prior to joining PCSB Bank, she spent 9 years as a Human Resources Officer at First

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Union Bank, formerly Union Trust Bank in Connecticut. Ms. Leser holds a BBA in Human Resources Management.

David McNamara, age 46, is Senior Vice President Compliance and CRA Officer, a position he has held since June 2014. From March 2003 until June 2014, Mr. McNamara was Vice President, Compliance and CRA for Newtown Savings Bank. From January 1997 until March 2003, he was a consultant for RSM McGladrey, Inc. in their Financial Services Practice, specializing in Bank Regulatory Compliance for Community Banks. Mr. McNamara is also an attorney admitted in the State of Connecticut since August 1999.

Scott Nogles, age 47, is Executive Vice President and Chief Financial Officer, a position he has held since October 2011. Before joining PCSB Bank, Mr. Nogles has held various financial management and executive positions for other financial institutions. He began his career in 1993 at KPMG, a big four accounting firm, and specialized in auditing community and regional banks. From 2004 to 2011 Mr. Nogles was Executive Vice President and Chief Financial officer of New England Bank, a $700 million public community bank in Enfield CT. Mr. Nogles holds an MBA from the University of Connecticut and is a former CPA.

Richard Petrone, age 58, is Senior Vice President and Chief Credit Officer, a position he has held since August 2012. Before joining PCSB Bank, Mr. Petrone has held various credit administrative positions for other financial institutions since 1982 where he began his banking career at North Houston Bank, in Houston Texas. From 1992 to 2007 Mr. Petrone was a Vice President and Business Banking Risk Manager for Wachovia Bank responsible for credit structuring, underwriting, originating, renewing and credit grading of business banking clients from $5.0 million to $50.0 million. From 2007 to 2012 he was a Vice President and Commercial Credit Manager for TD Bank, NA responsible for managing an underwriting team of four in support of a Westchester Commercial/Middle market lending team.

Clifford S. Weber, age 66, is Senior Vice President, Chief Risk Officer and General Counsel, a position he has held since January 2016. Mr. Weber brings more than twenty five years representing banks, bank and thrift holding companies and other financial service providers in regulatory, corporate, securities and transactional matters. He has spent his career advising senior management and governing boards of community banks and their holding companies on strategic issues, transactions, corporate structure, investments and activities. In addition, Mr. Weber was General Counsel to the Community Bankers Association of New York State, Chairman of the New York Bar Association Banking Law Committee and Counsel to the New York Assembly Insurance Committee. From 2000 to 2015, Mr. Weber was a partner with Hinman, Howard & Kattell LLP, a law firm specializing in banking and financial services regulation. Mr. Weber earned his law degree from Brooklyn Law School. He is a director of the Food Bank for Westchester and the Town of Yorktown Industrial and Commercial Board.

Board Independence

The board of directors has determined that each of our directors, except for Messrs. Lusardi and Roberto, is “independent” as defined in, and for purposes of satisfying the listing standards of, the Nasdaq Stock Market. Mr. Roberto is not considered independent because he is an executive officer of PCSB Financial and PCSB Bank. Mr. Lusardi is not considered independent because of the aggregate amount of legal fees paid by PCSB Bank and by borrowers of PCSB Bank to his law firm during the fiscal year ended June 30, 2016 for legal services rendered to or on behalf of PCSB Bank.

In determining the independence of our directors, the board of directors considered the following relationships between PCSB Bank and our directors and officers, which is not required to be reported under “ —Transactions With Certain Related Persons” below. Daniels, Porco and Lusardi LLP, the law firm in which Mr. Lusardi is a partner, received from PCSB Bank legal fees of $247,000 for the year ended June 30, 2016 and $33,000 for the three months ended September 30, 2016. Mr. Thimm acts as a guarantor on a residential mortgage loan to an affiliated party. Mr. Weiss acts as a guarantor on a residential mortgage loan to a family member.

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Transactions With Certain Related Persons

Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as PCSB Bank, to their executive officers and directors in compliance with federal banking regulations. At September 30, 2016, 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 with persons not related to PCSB Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at September 30, 2016, and were made in compliance with federal banking regulations.

Committees of the Board of Directors

We conduct business through meetings of our board of directors and its committees. The board of directors of PCSB Financial has established standing committees, including a Compensation Committee, an Audit Committee and a Nominating/Corporate Governance Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities and operations. PCSB Bank also has standing committees of its Board of Trustees.

The table below sets forth the directors of each of the listed standing committees. The board of directors of PCSB Financial has designated both Messrs. McCrosson and Weiss as an “audit committee financial expert,” as that term is defined by the rules and regulations of the Securities and Exchange Commission.

Compensation Committee	Audit Committee	Nominating/Corporate Governance Committee
William L. Cuddy, Jr.	Jeffrey Kellogg	William L. Cuddy, Jr.
Karl Thimm (Chair)	Matthew McCrosson	Kevin Dwyer
Michael Weber	Karl Thimm	Jeffrey Kellogg (Chair)
Richard Weiss	Richard Weiss (Chair)	Karl Thimm

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Executive Compensation – Summary Compensation Table

The following table sets forth for the year ended June 30, 2016, certain information as to the total remuneration paid by PCSB Bank to Joseph D. Roberto, Scott D. Nogles and Michael P. Goldrick (referred to as our “Named Executive Officers”).

	Fiscal Year Ended June 30, 2016
Name and principal position	Salary ($)		Bonus ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Joseph D. Roberto Chairman, President and Chief Executive Officer		529,231		60,000		—		—		37,094		626,325
Scott D. Nogles Executive Vice President and Chief Financial Officer		290,616		40,000		—		—		22,064		352,860
Michael P. Goldrick Senior Vice President and Chief Lending Officer		250,925		16,000		—		—		34,556		301,481

(1) Consists of the following payments:

Officer	Year Ended	Automobile ($)		Golf Club Membership ($)		401(k) ($)		Split Dollar ($)		Total ($)
Joseph D. Roberto	June 30, 2016		8,400		10,825		11,338		6,531		37,094
Scott D. Nogles	June 30, 2016		8,400		—		13,448		216		22,064
Michael P. Goldrick	June 30, 2016		8,400		—		26,156		—		34,556

Benefit Plans

Proposed Employment Agreements. PCSB Financial and PCSB Bank (the “employers”) intend to enter into employment agreements (“agreements”) with Messrs. Roberto, Nogles and Goldrick. The agreements will be entered into in connection with the conversion and stock offering and will have a term that initially ends on December 31, 2019, in the case of Mr. Roberto’s agreement and December 31, 2018 in the case of Messrs. Nogles and Goldrick’s agreements. Each agreement will extend automatically for one additional year on January 1 of each year beginning January 1, 2018 unless either the employers or the applicable executive gives notice no later than 90 days before such anniversary date that an agreement will not be renewed.

Each agreement specifies the executive’s base salary, which initially will be $         for Mr. Roberto, $        for Mr. Nogles and $         for Mr. Goldrick. The base salary will be reviewed not less frequently than once every twelve months and may be increased in the board’s discretion. In addition to the base salary, the agreements provide that the executives shall be eligible to participate in short-term and long-term incentive compensation, determined and payable at the discretion of the Compensation Committee. The executives shall also be entitled to continue participation in any fringe benefit arrangements in which he was participating on the effective date of the employment agreement. In addition, the agreements provide for reimbursement of reasonable travel and

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other business expenses incurred in connection with the performance of the executive’s duties. The agreement for Mr. Roberto provides that he will be entitled to a personal benefits allotment of $30,000 annually which will be used by him, in his sole discretion, towards a car allowance, country club membership, tax or financial advice or such other perquisites as he deems to be appropriate. Each executive will also be entitled to reimbursement of reasonable attorney’s fees incurred in the review and negotiation of the agreement.

If the executive’s employment is terminated by PCSB Bank without cause, including a resignation for good reason (as defined in the agreement) during the term of the agreement, but excluding termination for cause or due to death, disability, retirement or following a change in control, the executive would be entitled to a payment equal to a multiple (i.e., three times for Mr. Roberto, two times for Mr. Nogles and one times for Mr. Goldrick) of the sum of: (i) his average base salary (or, in the case of Mr. Goldrick, his current base salary)plus (ii) his average annual incentive cash compensation awarded during the three (in the case of Mr. Roberto) and two (in the case of Messrs. Nogles and Goldrick) most recent fiscal years ending before the executive’s termination. The severance payment shall be paid to the executive within 30 days (or 60 days in certain circumstances) of the termination date, subject to the receipt of a signed release of claims from the executive within the time frame set forth in the agreement. In the case of Mr. Roberto, the payment shall also include a sum equal to three times his personal benefits allotment and a cash lump sum payment equal to the applicable co-payment percentage that PCSB Bank pays for his continuing life, medical and dental coverage, based on the costs of such coverage on the effective date of Mr. Roberto’s termination. Assuming Messrs. Nogles and Goldrick elect continued medical and dental coverage under COBRA, PCSB Bank and/or PCSB Financial will pay the applicable employer co-pay percentage for a period of 18 months, in the case of Mr. Nogles, and 12 months, in the case of Mr. Goldrick. Such coverage will be paid on a pre-tax basis, if providing such coverage did not result in excise taxes or penalties to PCSB Bank or PCSB Financial, otherwise such coverage would be provided on an after-tax basis. In addition, if Mr. Nogles elected continued COBRA coverage, PCSB Bank would also provide Mr. Nogles with a cash lump sum payment equal to the applicable employer co-pay percentage of such coverage for a period of an additional six months (based on the cost of such coverage at his termination date). PCSB Bank will also provide each executive with a cash lump sum payment equal to the cost of 24 months of life insurance premiums under the PCSB Bank-sponsored life insurance arrangements, in the case of Mr. Nogles, and 12 months, in the case of Mr. Goldrick (based on the cost of such coverage at the executive’s termination date). In addition, each executive would fully vest in any benefits under any nonqualified deferred compensation plans in which such executive is participating.

If the executive’s employment is terminated during the term of the agreement by PCSB Bank without cause, including a resignation for good reason (as defined in the agreements) within 24 months after a change in control (as also defined in the agreements), the executive would be entitled to a payment equal a multiple (i.e., three times for Messrs. Roberto and Nogles and two times for Mr. Goldrick) of the sum of: (i) his current base salary (or his base salary in effect immediately before the change in control, if higher) plus (ii) his highest annual incentive cash compensation awarded during the three (in the case of Messrs. Roberto and Nogles) and two (in the case of Mr. Goldrick) most recent fiscal years ending before the executive’s termination. The severance payment shall be paid to the executive within five business days of the termination date. In the case of Mr. Roberto, the payment shall also include a sum equal to three times his personal benefits allotment and a cash lump sum payment equal to the cost of providing continued life, medical and dental coverage for 36 months following termination, at no cost to the executive, based on the costs of such coverage on the effective date of Mr. Roberto’s date of termination. Assuming Messrs. Nogles and Goldrick elect continued medical and dental coverage under COBRA, the employers will pay the entire cost of such coverage for a period of 18 months. Such coverage will be paid on a pre-tax basis, if possible, or if providing such coverage does not result in excise taxes or penalties to PCSB Bank or PCSB Financial, otherwise such coverage would be provided on an after-tax basis. In addition, if Messrs. Nogles and Goldrick elect continued COBRA coverage, the employers will also provide the executive with a cash lump sum payment equal to the cost of such coverage for a period of an additional 18 months, in the case of Mr. Nogles, and six months, in the case of Mr. Goldrick (based on the cost of such coverage at his termination date). The employers will also provide each executive with a cash lump sum payment equal to 36 months of life insurance coverage, in the case of Mr. Nogles, and 24 months, in the case of Mr. Goldrick (based on the cost of such coverage at the executive’s termination date). In addition, Messrs. Roberto and Nogles would fully vest in any benefits under any nonqualified deferred compensation plans in which such executive is participating.

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For purposes of the executive’s ability to resign and receive a payment under the agreement, “good reason” would include the occurrence of any of the following events: (i) a failure of the employers to continue the executive in the executive’s position or, in the case of Messrs. Roberto and Nogles, the issuance by the employers of a notice to the executive that the term of the employment agreement will not be extended; (ii) a material adverse change in the nature or scope of executive’s responsibilities, title, authorities, powers, functions or duties or the duties normally exercised by someone in his executive position, without his consent, (iii) an involuntary reduction in his base salary, except in connection with an across-the-board salary reduction affecting substantially all management employees and based on the employer’s financial performance, (iv) an involuntary relocation of executive’s principal place of employment by more than 35 miles driving distance from such office as determined at the date of the agreement, or (v) a material breach by the employers of the compensation provisions or any other provision of the agreement which continues for more than 10 days following notice given by the executive. If an event constituting “good reason” occurs, the executive is required to give the employers notice within 60 days and the employers will have 30 days to correct the good reason, however, the 30 day period may be waived by the employers.

If the payments to the executives under their employment agreements with the employers made in connection with a change in control would result in an excise tax under Sections 280G and 4999 of the Internal Revenue Code, the severance amounts payable to Messrs. Nogles and Goldrick would be reduced to avoid an excess parachute payment. The employment agreements with Mr. Roberto are silent with respect to any reduction.

If an executive’s employment is terminated for a reason entitling him to a severance payment under the employment agreement before the occurrence of a change in control, he would receive an aggregate cash severance payment of approximately $        , in the case of Mr. Roberto, $        , in the case of Mr. Nogles, and $        , in the case of Mr. Goldrick, assuming the event of termination occurs in 2017, based on current levels of compensation. If the termination occurs following a change in control in 2017, based upon current levels of compensation and without regard to the possible reduction to avoid an excess parachute payment, the cash severance payment would be approximately $        , in the case of Mr. Roberto, $        , in the case of Mr. Nogles, and $        , in the case of Mr. Goldrick.

Under the employment agreements, if the executive is terminated due to disability (as defined in his employment agreement), the employment agreement will terminate. For these purposes, disability is defined as any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and that renders the executive unable to engage in any substantial gainful activity. If the executive dies while employed, the employers will continue to provide his base salary to his designated beneficiary for three months following his death.

Upon retirement of an executive according to any retirement policy established by the employers’ boards and consented to by the executive, the executive will be entitled to benefits under any retirement plans to which he is a party but shall not be entitled to any amount or benefits under the employment agreement.

The employment agreements require the executives not to compete with PCSB Bank for a period of one year following a termination of employment for which the executive receives severance payments as the result of an involuntary termination or resignation for good reason (other than a termination of employment following a change in control). The employment agreements further require that the executives not solicit business, customers or employees of PCSB Bank or PCSB Financial for a 12 month period following termination (other than a termination of employment following a change in control) and require the executives to maintain confidential information.

The employment agreements with PCSB Financial make clear that there will be no obligation of payment or benefits paid under the PCSB Bank and PCSB Financial employment agreements. To the extent that a payment is made or a benefit is received from PCSB Bank, the same payment or benefit will not be paid or received from PCSB Financial.

Proposed Change in Control Agreements. PCSB Financial and PCSB Bank (collectively, the “employers”) intend to enter into change in control agreements with six senior officers. Although all change in

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control agreements have a term of two years, two of the agreements provide a payment equal to two years’ base salary and average bonus if a covered termination (as described below) occurs following a change in control and four of the agreements provide a payment equal to one year’s base salary and average bonus if a covered termination occurs following a change in control, as specified below. Commencing on the first anniversary of the effective date of the agreements, the agreements may be renewed by the boards of the employers for an additional 12 months, such that the continuing terms shall be for 24 months. If the boards determine not to renew a change in control agreement, the employers must give the covered executive notice at least 30 days before such anniversary date that the agreement will not be renewed. In such event, the change in control agreement will terminate at the end of the then term. Notwithstanding the foregoing, if the change in control agreement is in effect on the effective date of a change in control, the agreement will automatically renew on such date and will expire 24 months following the change in control.

If a change in control (as defined in the agreement) occurs and is followed by the senior officer’s involuntary termination of employment (other than for cause, death or disability) or his resignation for good reason (as defined in the agreement), the executive will receive a cash severance payment equal to two times, in the case of two senior officers, and one times, in the case of four senior officers, the sum of: (i) the officer’s highest rate of base salary paid during the current or two prior calendar years and (ii) the average annual cash incentive compensation received during the current and two immediately preceding calendar years. In addition, the employers will maintain the executive’s medical and dental insurance coverage in effect following their date of termination, at the sole expense of the employer, for a period of 18 months, or 12 months, depending on the particular agreement. If providing such medical and dental coverage on a pre-tax basis would result in an excise tax or penalties to the employers, the employer would provide such benefits on an after-tax basis.

The change in control agreements with PCSB Financial make clear that there will be no obligation of payment or benefits paid under the PCSB Bank and PCSB Financial change in control agreements. To the extent that a payment is made or a benefit is received from PCSB Bank, the same payment or benefit will not be paid or received from PCSB Financial.

Proposed Short-Term Incentive Plan and Clawback Policy. PCSB Bank intends to adopt an annual incentive compensation plan for the benefit of its officers and employees for the year ending June 30, 2018, including its named executive officers. Under the incentive compensation plan, the named executive officers can achieve a bonus based on a percentage of salary, depending on whether the performance goals are achieved at a threshold, target or maximum level. In addition, an employee is expected to achieve goals that are weighted between bank-level goals and individual goals. For the plan to be funded, a net income threshold, determined by the Compensation Committee each year, must be achieved. In conjunction with PCSB Bank’s adoption of a short-term incentive plan, PCSB Financial intends to adopt a clawback policy providing for the right to clawback incentive compensation from certain officers if the Compensation Committee determines that the material non-compliance with any financial reporting requirement under the securities laws requires PCSB Financial to prepare an accounting restatement. PCSB Bank has not previously adopted a clawback policy because PCSB Bank has not previously paid incentive compensation.

Supplemental Executive Retirement Plan for Joseph D. Roberto. In 2012, PCSB Bank adopted a Supplemental Executive Retirement Plan for Mr. Joseph D. Roberto. Under the Supplemental Executive Retirement Plan, which is a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code, Mr. Roberto will be entitled to a normal retirement benefit if he separates from service after his normal retirement age of 68. The normal retirement benefit payable at age 68 is calculated as an annuity of $223,642 per year, payable in monthly installments for his lifetime with 15 years certain. If Mr. Roberto has a separation from service before his normal retirement age (other than for cause or due to his death), his benefit will be reduced by 12.5% per year, for each year before his normal retirement age in which his separation occurs. If Mr. Roberto works beyond his normal retirement age, his normal retirement benefit will be increased by multiplying the number of years beyond his normal retirement age that he works by 3% (i.e., retirement occurring five years beyond normal retirement age would result in a benefit equal to 115% of the normal retirement benefit). If PCSB Bank has a change in control (as defined in the Supplemental Executive Retirement Plan), Mr. Roberto’s benefit becomes fully vested. Upon Mr. Roberto’s separation from service, Mr. Roberto will be entitled to a benefit equal to the normal retirement benefit.

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If Mr. Roberto’s becomes disabled before attainment of his normal retirement age, Mr. Roberto’s disability benefit would be equal to the benefit payable at his normal retirement age, payable in the form of a life annuity. If he is terminated for cause (as defined in the plan), Mr. Roberto forfeits his right to any benefit under the Supplemental Executive Retirement Plan. Mr. Roberto’s right to a benefit under the Supplemental Executive Retirement Plan is conditioned on his agreement that for a period of one year following his termination of employment, he agrees not to solicit employees or customers of PCSB Bank to terminate their relationship with the bank, and further agrees not to otherwise compete with PCSB Bank within a 15 mile radius of the location in which PCSB Bank or its affiliates has business operations or has filed an application for regulatory approval to establish an office as of the date of Mr. Roberto’s termination, provided that the requirement not to compete will not apply if Mr. Roberto’s termination occurs following a change in control.

Contemporaneously with the adoption of the Supplemental Executive Retirement Plan, PCSB Bank purchased bank-owned life insurance and entered into a Supplemental Life Insurance Agreement (described below) with Mr. Roberto which would pay a death benefit to Mr. Roberto’s beneficiary if he dies while employed at PCSB Bank. If Mr. Roberto dies before retirement, his beneficiaries will receive a benefit under the life insurance agreement in lieu of any benefit under the Supplemental Executive Retirement Plan.

In connection with the adoption of the Supplemental Executive Retirement Plan, Mr. Roberto entered into a participation agreement with PCSB Bank confirming his participation in the plan. The participation agreement permitted Mr. Roberto to elect to receive his benefits under the plan in a lump sum payment rather than in a life annuity with 15 years certain. Mr. Roberto elected to receive a lump sum payment under each payment alternative set forth above.

Supplemental Life Insurance Agreement for Joseph D. Roberto. In conjunction with the adoption of the Supplemental Executive Retirement Plan for Mr. Roberto, PCSB Bank also entered into a Supplemental Life Insurance Agreement with Mr. Roberto. In connection with the adoption of the Supplemental Life Insurance Agreement, PCSB Bank acquired one or more life insurance policies on Mr. Roberto’s life. PCSB Bank is the owner of the policy or policies and has entered into an endorsement form with Mr. Roberto to endorse a portion of the death benefits to Mr. Roberto or his beneficiary (such arrangements are referred to as “split dollar agreements”). If Mr. Roberto dies before the payment of his retirement benefit commences under the Supplemental Executive Retirement Plan, his beneficiary would be entitled to a cash lump sum payment from the Supplemental Life Insurance Agreement, in lieu of any benefit under the Supplemental Executive Retirement Plan, equal to the lesser of (i) $2,517,841 or (ii) the net death proceeds available under the Supplemental Life Insurance Agreement. For these purposes, the “net death proceeds” are defined as the total death proceeds in the policy or policies on Mr. Roberto’s life, minus the greater of (i) the cash surrender value of the policy or (ii) the aggregate premiums paid by PCSB Bank on the policy or policies. If Mr. Roberto dies after his retirement benefits have commenced under the Supplemental Executive Retirement Plan, his beneficiary will be entitled to receive a benefit under the Supplemental Life Insurance Agreement equal to the lesser of (i) the present value of the remaining retirement benefits that would have been paid to him under the Supplemental Executive Retirement Plan had he lived for 15 years after retirement, using a 5% discount rate (or such other reasonable rate as the board determines) and (ii) the net death proceeds. Since Mr. Roberto elected to receive his retirement benefit under the Supplemental Executive Retirement Plan in a lump sum payment following his separation from service, it is expected that no further benefit would be payable to him under this plan following his retirement.

Supplemental Retirement Plan for Senior Executives. In 2016, PCSB Bank adopted a Supplemental Retirement Plan for Senior Executives, effective January 1, 2017. Mr. Nogles and Mr. Goldrick are the only participants in the Supplemental Retirement Plan for Senior Executives. Each executive will be required to enter into a participation agreement evidencing his participation in the plan.

Under the Supplemental Retirement Plan for Senior Executives, which is a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code, the participating executive will be entitled to a yearly benefit amount for 15 years if he separates from service after reaching the benefit age of age 65. The “yearly benefit amount” for Mr. Nogles and for Mr. Goldrick is $75,000 and $50,000, respectively. The benefit will be paid in a single lump sum payment equal of the present value of the yearly benefit amount unless the executive

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makes a timely election to be paid in installments. If the executive has a separation from service before reaching the benefit age (other than due to death, disability, the occurrence of a change in control or for cause), the executive will be entitled to the yearly benefit amount multiplied by his applicable vested percentage.

If the executive dies prior to attaining his benefit age while employed at PCSB Bank, the executive will be in entitled to the yearly benefit amount and payment will commence on the first day of the second month following the executive’s death. If the executive dies following separation from service and after becoming vested in any portion of the yearly benefit amount but prior to commencement of benefit payments, the executive will be entitled to the amount otherwise payable to the executive and payment will commence on the first day of the second month following the executive’s death.

If the executive becomes disabled prior to separation from service and prior to reaching the benefit age, the executive will receive the yearly benefit as if the executive had reached his benefit age prior to disability. The payment will be made in a lump sum within 30 days of the disability determination, unless the executive timely elected to receive the disability benefit at his benefit age.

If PCSB Bank has a change in control (as defined in the Supplemental Retirement Plan for Senior Executives) and the executive’s employment is involuntary terminated (including a good reason termination by the executive) following the change in control, the executive will be entitled to the yearly benefit amount. If the executive’s employment is involuntarily terminated within two years following the change in control, the executive’s benefit will be the present value of the yearly benefit amount paid in a lump sum. If the executive’s employment terminates more than two years following the change in control (other than due to death or disability), the executive will be entitled to the yearly benefit amount, present valued and paid in a lump sum, or if a timely election was made by the executive, paid in installments over 15 years. If the change in control occurs after the executive commences receiving the yearly benefit amount paid in the form of installment payments and the executive has made an election in the participation agreement to receive a lump sum payment of the remaining amounts due following a change in control, the present value of the remaining payments will be determined and made payable no later than 30 days after the occurrence of the change in control.

If the executive is terminated for cause, he forfeits his rights to any benefit under the Supplemental Retirement Plan for Senior Executives. The benefits provided under the Supplemental Retirement Plan for Senior Executives are conditioned on the executive’s covenant that for a period of one year following the executive’s termination of employment (other than following a change in control), the executive will not compete with PCSB Bank in any city, town, or county in which the executive’s normal business office is located and PCSB Bank or the Company has an office or has filed an application for a regulatory approval to establish an office. In addition, the executive shall not hire or attempt to hire any employee of PCSB Bank or solicit any business from any customer of PCSB Bank or their subsidiaries.

Supplemental Life Insurance Plan. PCSB Bank maintains a Supplemental Life Insurance Plan for the benefit of certain executives, other than Mr. Roberto, who have been selected to participate in the plan. Both of Messrs. Nogles and Goldrick are participants in the Supplemental Life Insurance Plan. The plan provides for a death benefit payment equal to the lesser of: (i) one and one-half times a participant’s highest rate of base salary, as in existence in the 2012 calendar year, or (ii) the executive’s net death proceeds if he dies while employed with PCSB Bank. For these purposes, the “net death proceeds” are defined as the total death proceeds in the officer’s policy minus the greater of the cash surrender value of the policy or the aggregate premiums paid by PCSB Bank on the policy. An officer’s participation in the Supplemental Life Insurance Plan will terminate: (i) if any regulatory agency requires PCSB Bank to sever its relationship with the executive; (ii) if PCSB Bank is subjected to regulatory restrictions limiting its ability to pay the compensation under the plan; (iii) in the event of insolvency, receivership or dissolution of PCSB Bank, (iv) upon termination of the executive’s employment, or (v) as otherwise may be determined by the board in good faith.

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Tax-Qualified Plans

Pension Plan. PCSB Bank maintains a Retirement Plan in RSI Retirement Trust, a qualified noncontributory defined benefit plan (the “pension plan”) for employees. PCSB Bank froze participation in the pension plan to persons hired after October 1, 2012 (i.e., a “soft freeze”). Employees of PCSB Bank before October 1, 2012, who completed one year of service, attained age 21, and were not in one of the excluded classifications were (and remain) eligible to accrue benefits under the pension plan. Contributions to the Plan are made in order to satisfy the actuarially determined minimum funding requirements according to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). A participant will become 100% vested in his or her accrued benefit under the plan after five years of service with PCSB Bank.

Upon attainment of normal retirement age (age 65) or upon termination after early retirement age (age 60), a participant who is not married and has accrued benefits in excess of $1,000 will receive a life annuity for the participant’s life, unless the participant elects another form of payment. If the participant is married and the present lump sum value of his accrued benefit exceeds $1,000, the normal form of payment will be a joint and survivor annuity, with a percentage of the participant’s benefit continuing to the participant’s spouse upon the participant’s death. In the even the participant’s vested account balance is $1,000 or less, the participant will receive a cash distribution as soon as practicable. A participant’s accrued benefit will become fully vested upon the participant’s death. If a participant dies while the participant is still employed by PCSB Bank or if the participant dies after he retires or terminates employment but before benefit payments start, the surviving spouse will be entitled to a life annuity based on the value of the participant’s vested accrued benefit.

The basic normal retirement benefit is calculated by multiplying the participant’s average of his highest three consecutive years of service by 2% for each year of credited service, up to a maximum of 30 years. A reduced benefit is payable upon early retirement at or after age 60. In the event of late retirement, the late retirement benefit will be the actuarial equivalent of the basic normal retirement benefit plus credit for accruals after attainment of normal retirement age.

PCSB Bank intends to freeze participation in the pension plan to all employees in early 2017 (i.e., a “hard freeze”). After the hard freeze, no further benefits will accrue to the benefit of participants under the pension plan.

401(k) Plan. PCSB Bank maintains a 401(k) Plan, which is a qualified, tax-exempt profit sharing plan with a salary deferral feature under Section 401(k) of the Code (the “401(k) Plan”). All employees except for union employees, leased employees, and employees compensated on an hourly basis or commission basis are eligible to participate in the plan with respect to making elective salary deferrals, provided the employee has attained age 21 and completed one year of service with PCSB Bank. Employees are permitted to make elective salary deferrals in an amount no less than one percent of compensation and up to the lesser of 25% of compensation (as defined by the 401(k) Plan) or $18,000 (as indexed annually). An employee may also contribute rollover contributions to the plan from another eligible retirement plan. Employees who have attained age 50 before the end of a plan year are also eligible to make catch-up contributions during the year in an amount not to exceed $6,000 (as indexed annually). All employee elective salary deferrals, catch-up contributions and “rollover” contributions are fully and immediately vested.

In addition, PCSB Bank will make an employer matching contribution equal to 75% of up to 6% of a participant’s compensation that the participant defers to the plan as an elective salary deferral. In addition, employees who were hired on or after October 1, 2012, who are not eligible to participate in the pension plan due to its “soft freeze,” receive a profit sharing contribution equal to 5% of their compensation. After the “hard freeze,” PCSB Bank intends to discontinue this 5% profit sharing contribution. Profit sharing contributions and employer matching contributions are subject to a six year vesting schedule, such that the participant is not vested in such contributions for the first two years, and thereafter, a participant vests in 20% of his or her account attributable to profit sharing and employer matching contributions each year until fully vested after six years. Generally, a participant is not entitled to an in-service distribution of his or her salary deferrals until the participant attains age 59-1/2. However, a participant may withdraw salary deferrals if the participant suffers a financial hardship, subject to certain limitations. After age 59-1/2, a participant may receive no more than two in-service distributions per year

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from certain accounts. In addition, the 401(k) Plan permits loans to participants within the limits set forth in the Internal Revenue Code and according to loan procedures established by PCSB Bank. Participants are entitled to benefit payments upon termination of employment due to normal retirement at or after age 65, early retirement at or after age 60, disability or death. Benefits will be distributed in the form of lump sum, which is the normal form of distribution, or installment payments at the election of the participant. PCSB Bank has established an employer stock fund in the 401(k) Plan so that participants can acquire an interest in the common stock of PCSB Financial through their accounts in the 401(k) Plan.

Employee Stock Ownership Plan. PCSB Bank expects to adopt an employee stock ownership plan for eligible employees, effective as of January 1, 2017, in connection with the stock offering. Eligible employees who have attained age 21 and have completed 1,000 hours of service in a twelve month period on or before the closing date of the offering, will begin participation in the employee stock ownership plan, retroactively, as of January 1, 2017, the plan’s effective date. Employees who do not satisfy the eligibility requirements on the closing date of the offering will become eligible to enter the plan on the first entry date commencing on or after both attainment of age 21 and 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 PCSB Financial common stock issued in the offering (including shares contributed to the Foundation). We anticipate that the employee stock ownership plan will fund its stock purchase with a loan from PCSB Financial equal to the aggregate purchase price of the common stock. The loan will be repaid principally through PCSB 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 15-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.

The trustee will hold the shares purchased by the employee stock ownership plan in an unallocated suspense account. Shares will be released from the suspense account on a pro-rata basis as the employee stock ownership plan repays 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. Participants will become 100% vested in their benefit after six years of credited service. Participants who were employed by PCSB Bank immediately before the offering will receive credit for vesting purposes for years of service before adoption of the employee stock ownership plan. Participants also will become fully vested 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 severance from employment. 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, PCSB 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. 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 PCSB Financial’s earnings.

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Trustees’ Compensation

The following table sets forth for the year ended June 30, 2016 certain information as to the total remuneration paid by PCSB Bank to trustees other than Mr. Roberto, who receives no compensation for being a trustee. No additional fees are earned for service to PCSB Financial.

Fiscal Year Ended June 30, 2016
Name	Fees earned or paid in cash ($)(1)		Nonqualified deferred compensation earnings ($) (2)		All Other Compensation ($)		Total ($)
Weiss, Richard F		74,000		—		—		74,000
Cuddy, William V		74,000		30		—		74,030
Dwyer, Kevin B		74,000		—		—		74,000
Kellogg, Jeffrey D		74,000		—		—		74,000
Lusardi, Robert C		74,000		6		—		74,006
McCrosson, Matthew G		74,000		5		—		74,005
Thimm, Karl A		74,000		—		—		74,000
Weber, Michael T		74,000		—		—		74,000

(1) The amounts in this column represent, with respect to each trustee, a $50,000 annual retainer and $2,000 per month for a period of 12 months (i.e., $24,000 in total) for attendance at monthly board meetings. Mr. Cuddy defers all, and Messrs. Lusardi and McCrosson defer a portion, of their compensation into the Trustee Fee Deferral Plan.

(2) The amounts reflected in this column represent the above market interest earned by the applicable trustee under the Trustee Fee Deferral Plan for the fiscal year ended June 30, 2016.

Trustee Fee Deferral Plan. PCSB Bank maintains the Trustee Fee Deferral Plan for non-employee members of the board of PCSB Bank. The Trustee Fee Deferral Plan is a non-qualified deferred compensation plan subject to the requirements of Section 409A of the Internal Revenue Code. A participant in the plan is eligible to defer a fixed percentage of the periodic fees the participant would be entitled to receive by entering into an election form and submitting such form to PCSB Bank before initial participation, and thereafter, if desired, before the beginning of each plan year. As of the last day of each plan year, PCSB Bank will credit each participant’s account with interest equal to the prime rate as reported in The Wall Street Journal on the first business day of the plan year, compounded annually, provided, that the crediting rate will not be less than 3% nor greater than 10%. The participant’s deferred fees and earnings will be held by PCSB Bank until distributed to the participant. The participants account balances will remain subject to the claims of PCSB Bank’s creditors in the event of PCSB Bank’s insolvency until distributed to the participants.

Each participant is entitled to elect, by filing a timely election form, whether to receive payment of the participant’s account balance on either of: (i) separation from service or (ii) a specified date. In addition, the participant may elect to receive payment in installments or in a lump sum distribution. If the participant fails to make an election, the participant’s account will be distributed in a lump sum distribution at the appropriate time. In addition, if a participant dies, becomes disabled or upon the occurrence of a change in control of PCSB Bank, the participant’s benefit will be distributed in a lump sum distribution.

Trustee Supplemental Life Insurance Plan. In 2016, PCSB Bank adopted a Trustee Supplemental Life Insurance Plan for non-employee trustees of PCSB Bank. Eligible trustees participating in the Trustee Supplemental Life Insurance Plan include Jeffrey Kellogg, Matthew McCrosson, William Cuddy, Robert Lusardi, Karl Thimm, Kevin Dwyer, and Richard Weiss.

The Trustee Supplemental Insurance Plan provides for a death benefit to the beneficiaries if the trustee was in service with PCSB Bank at the time of his death. During a trustee’s period of coverage, the trustee is entitled to designate the beneficiary of his death benefit under the Trustee Supplemental Insurance Plan. The death benefit will be the lesser of (i) $100,000 or (ii) the net death benefit. For these purposes, the “net death benefit” is defined as the net amount at risk under the policy or policies, i.e., the difference between the cash surrender value of the policy and

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the total proceeds payable under the policy at the death of the insured as of a given date. PCSB Bank is the sole owner of the policies covering the trustees and has entered into split dollar endorsements with each trustee endorsing the applicable amount of death benefit to the trustee’s beneficiaries in the event of the trustee’s death. A trustee’s participation in the Trustee Supplemental Life Insurance Plan will terminate if: (i) the trustee’s service with PCSB Bank is terminated for reasons other than death or (ii) the Trustee Supplemental Life Insurance Plan is terminated.

Death Benefit Only Plan. Trustee Michael T. Weber is a participant in a separate Death Benefit Only Plan with PCSB and does not participate in the Trustee Supplemental Life Insurance Plan. Under the Death Benefit Only Plan, in the event of Mr. Weber’s pre-retirement death, his beneficiary is entitled to a death benefit equal to $153,850. The death benefit will be paid to his beneficiary in a single lump sum within 90 days following his death. Mr. Weber’s participation in the Death Benefit Only Plan will terminate in the event of his termination of service or in the event the Death Benefit Only Plan is terminated. During his service, Mr. Weber is entitled to designate his beneficiary or to substitute another beneficiary on written notice to PCSB Bank.

Benefits to be Considered Following Completion of the Stock Offering

Following the stock offering, we intend to adopt a stock-based benefit plan that will provide for grants of stock options and restricted common stock awards. According to applicable regulations, if adopted within the first year after the offering, 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, including shares contributed to the Foundation. These limitations will not apply if the plan is implemented more than one year after the consummation date of the conversion.

The stock-based benefit plan will not be established sooner than six months after the conversion is completed and, if adopted within one year after the conversion, would require the approval by stockholders owning a majority of the outstanding shares of common stock of PCSB Financial. If the stock-based benefit plan is established after one year after the conversion, it would require the approval of our stockholders by a majority of votes cast.

The following additional restrictions would apply to our stock-based benefit plan only if the plan is adopted within one year after the completion of the conversion:

• equity awards must vest at a rate not to exceed 20% per year, except in the case of death, disability or a change in control;

• non-employee trustees/directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plan;

• any non-employee trustee/director may not receive more than 5% of the options and restricted stock awards authorized under the plan; and

• any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plan.

These restrictions do not apply to plans adopted after one year following the completion of the stock offering.

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 PCSB Financial) 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 grant.

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Exercise Price		Shares at Minimum of Offering Range		Shares at Midpoint of Offering Range		Shares at Maximum of Offering Range		Shares at Adjusted Maximum of Offering Range
(In thousands, except exercise price and fair value per option information)
$	8.00	$	4,443	$	5,228	$	6,012	$	6,913
	10.00		5,554		6,534		7,515		8,642
	12.00		6,665		7,841		9,018		10,370
	14.00		7,776		9,148		10,520		12,098

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 PCSB Financial 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 is $8.00 per share to $14.00 per share at the time of grant.

Share Price		Grant-Date Fair Value Per Option		Options Awarded at Minimum of Offering Range		Options Awarded at Midpoint of Offering Range		Options Awarded at Maximum of Offering Range		Options Awarded at Adjusted Maximum of Offering Range
(In thousands, except share price information)
$	8.00	$	1.87	$	2,597	$	3,055	$	3,513	$	4,040
	10.00		2.34		3,249		3,823		4,396		5,055
	12.00		2.81		3,902		4,590		5,279		6,071
	14.00		3.28		4,554		5,358		6,162		7,086

The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below the offering price of $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.”

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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth, for each of PCSB Financial’s and PCSB Bank’s directors, trustees and executive officers, including their associates, and for all of these individuals as a group, the proposed purchases of subscription shares. There can be no assurance that any listed individual, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. If the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. See “The Conversion and Offering—Additional Limitations on Common Stock Purchases.” Directors, trustees and 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. Federal and state regulations prohibit our trustees and officers from selling the shares they purchase in the offering for one year after the date of purchase. Subscriptions by management through our 401(k) plan are included in the proposed purchases set forth below and will be counted as part of the maximum number of shares such individuals may subscribe for in the offering and as part of the maximum number of shares trustees and officers may purchase in the offering.

Name of Beneficial Owner	Number of Shares		Aggregate Purchase Price		Percentage of Shares Outstanding at Minimum of Offering Range (1)
Directors/Trustees:
William L. Cuddy, Jr.		20,000	$	200,000			*
Kevin B. Dwyer		6,500		65,000			*
Jeffrey Kellogg		10,000		100,000			*
Robert Lusardi		20,000		200,000			*
Matthew G. McCrosson		15,000		150,000			*
Joseph D. Roberto		30,000		300,000			*
Karl A. Thimm		7,500		75,000			*
Michael T. Weber		10,000		100,000			*
Richard F. Weiss		10,000		100,000			*
Executive Officers:
Carol Bray		20,000		200,000			*
Robert Farrier		4,500		45,000			*
Michael P. Goldrick		20,000		200,000			*
Ruth Leser		20,000		200,000			*
David McNamara		20,000		200,000			*
Scott Nogles		20,000		200,000			*
Richard J. Petrone		2,000		20,000			*
Clifford S. Weber		15,000		150,000			*
Total for Directors/Trustees and Executive Officers		250,500	$	2,505,000		1.8	%

* Less than 1%.

(1) At the adjusted maximum of the offering range, trustees and executive officers would beneficially own 1.2% of our outstanding shares of common stock.

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THE CONVERSION AND OFFERING

PCSB Bank’s board of trustees has unanimously approved the plan of conversion. PCSB Bank has filed its conversion application with the NYSDFS and a notice intent to convert with the Federal Deposit Insurance Corporation. These agencies have authorized us to commence the offering. However, the final approval of the NYSDFS and the final non-objection of the Federal Deposit Insurance Corporation are required before we can consummate the conversion and issue shares of common stock. The Federal Deposit Insurance Corporation has issued its written intent to issue a letter of non-objection to the conversion, subject to certain conditions. The Federal Reserve Board has issued its approval required in connection with the conversion. However, these approvals and non-objections do not constitute a recommendation or endorsement of the plan of conversion by any of these regulatory agencies.

General

The board of trustees of PCSB Bank unanimously adopted the plan of conversion on December 7, 2017. Pursuant to the plan of conversion, PCSB Bank will convert from the mutual form of organization to the stock form of organization. In connection with the conversion, PCSB Bank has organized a new Maryland stock holding company named PCSB Financial Corporation, which will sell shares of common stock to the public in a public offering. When the conversion and offering are completed, all of the outstanding capital stock of PCSB Bank will be owned by PCSB Financial, and all of the common stock of PCSB Financial will be owned by stockholders. PCSB Bank also intends to form a charitable foundation, PCSB Community Foundation, and fund it with shares of PCSB Financial common stock equal to 2.1% of the shares sold in the offering and an amount of cash so that the total contribution will equal $5.0 million, based on the offering price of $10.00 per share.

Pursuant to the plan of conversion, we will offer shares of common stock for sale in the subscription offering to our eligible account holders, our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plans, and our employees, officers, trustees and directors. In addition, we will offer common stock for sale in a community offering to members of the general public, with a preference given to natural persons residing in Dutchess, Putnam, Rockland and Westchester Counties in New York.

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 offering. The community offering will begin at the same time as the subscription offering and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by the NYSDFS. See “—Community Offering.”

We also may offer for sale shares of common stock not purchased in the subscription or community offerings through a syndicated offering or a firm commitment offering in which Sandler O’Neill & Partners, L.P. will be sole manager. See “—Syndicated Offering.”

We intend to retain between $53.3 million and $74.2 million of the net proceeds of the offering (or $86.2 million at the adjusted maximum of the offering range) and to invest between $66.5 million and $90.3 million of the net proceeds in PCSB Bank (or $104.0 million at the adjusted maximum of the offering range). The offering will be consummated only upon the issuance of at least the minimum number of shares of our common stock offered pursuant to the plan of conversion.

We determined the number of shares of common stock to be offered in the offering based upon an independent valuation appraisal of the estimated pro forma market value of PCSB Financial. 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 “—Stock Pricing 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.

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The following is a brief summary of the offering and is qualified in its entirety by reference to the provisions of the plan of conversion. A copy of the plan of conversion is available for inspection at each office of PCSB Bank. The plan of conversion is also filed as an exhibit to PCSB Bank’s conversion application, of which this prospectus is a part, copies of which may be obtained from the NYSDFS, and as an exhibit to PCSB Bank’s notice of intent to convert, of which this prospectus is a part, copies of which may be obtained from the Federal Deposit Insurance Corporation. The plan of conversion is also filed as an exhibit to the registration statement we have filed with the Securities and Exchange Commission, of which this prospectus is a part, copies of which may be obtained from the Securities and Exchange Commission or online at the Securities and Exchange Commission’s website, www.sec.gov. 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:

• Enhance our capital base to support continued growth on a prudent basis. We intend to continue to grow our franchise, both organically and through strategic transactions as opportunities arise, on a prudent basis. While we currently exceed all regulatory capital requirements, the offering proceeds will strengthen our capital position and support our planned growth. In addition, the offering proceeds will enhance our lending capacity by increasing our legal lending limits and we intend to increase our internal lending limits. We believe this increased capacity will improve our competitive position relative to the many larger banks operating in our market area.

• Offer our depositors, employees and trustees an equity ownership interest in PCSB Bank. We believe that offering stock to our depositors will provide them with an economic interest in our future success should they decide to invest. The offering will also further enable us to attract and retain trustees, management and employees through various stock-based benefit plans, including an employee stock ownership plan and one or more equity incentive plans.

• Support our local communities through establishing and funding a charitable foundation. The contribution to the charitable foundation will complement our existing charitable activities, and should enable the communities that we serve to share in our long-term growth.

• Facilitate future mergers and acquisitions, if available, on a prudent basis. Although we do not currently have any understandings or agreements regarding any specific transactions, the additional capital raised in the offering may be used to finance mergers with, and acquisitions of, other financial institutions, asset portfolios and branch offices when and if attractive opportunities arise.

Approvals Required

The affirmative vote of (i) 75% of the total amount of deposit liabilities of PCSB Bank, represented in person or by proxy, and (ii) a majority of the total votes eligible to be cast by the depositors of PCSB Bank are required to approve the plan of conversion. A special meeting of depositors to consider and vote upon the plan of conversion has been called for             , 2017. The plan of conversion also must be approved by the NYSDFS, which issued its conditional approval of the plan of conversion on             , 2017. The Federal Deposit Insurance Corporation must also issue its intent not to object to the plan of conversion. The Federal Deposit Insurance Corporation issued its intent not to object on             , 2017. Additionally, on             , 2017 the Federal Reserve Board conditionally approved our holding company application. We cannot consummate the conversion and offering without satisfying the conditions contained in these approvals and non-objections.

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Effects of Conversion on Depositors and Borrowers

Continuity. While the conversion is being accomplished, our normal business of accepting deposits and making loans will continue without interruption. After the conversion, we will continue to offer existing services to depositors, borrowers and other customers. The trustees serving PCSB Bank at the time of the conversion will be the directors of PCSB Bank and of PCSB Financial after the conversion. The officers of PCSB Bank at the time of the conversion will retain their positions after the conversion.

Effect on Deposit Accounts. Pursuant to the plan of conversion, each depositor of PCSB 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, without interruption, 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 PCSB 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 before the conversion.

Effect on Voting Rights of Depositors. In its current mutual form, voting rights and control of PCSB Bank are vested exclusively in its board of trustees. Upon completion of the conversion, direction of PCSB Bank will be under the control of its board of directors and all voting rights in PCSB Bank will be vested in PCSB Financial as the sole stockholder of PCSB Bank. After the conversion, the stockholders of PCSB Financial will possess exclusive voting rights with respect to PCSB Financial common stock.

Tax Effects. We have received opinions of counsel and our tax advisors with regard to the 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 PCSB Bank or its depositors. See “—Material Income Tax Consequences.”

Effect on Liquidation Rights. Each depositor of PCSB Bank has both a deposit account in PCSB Bank and a pro rata ownership interest in the net worth of PCSB 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 upon a complete liquidation of PCSB Bank. Any depositor who opens a deposit account obtains a pro rata ownership interest in PCSB 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 PCSB 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 institution 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 PCSB Bank after other claims, including claims of depositors to the amounts of their deposits, are paid.

In the unlikely event that PCSB 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 at September 30, 2015 and             , 2017, who continue to maintain their deposit accounts at the date of liquidation, with any assets remaining thereafter distributed to PCSB Financial as the holder of PCSB Bank’s capital stock. See “—Liquidation Rights.”

Stock Pricing and Number of Shares to be Issued

The plan of conversion and applicable regulations require that the aggregate purchase price of the common stock sold in the offering must be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained RP Financial to prepare an independent valuation appraisal. For its services in preparing the initial valuation, RP Financial will receive a fee of $110,000, as well as

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payment for reimbursable expenses and an additional $10,000 for each updated valuation prepared. We have paid RP Financial no other fees during the previous three years. We have agreed to indemnify RP Financial 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 RP Financial’s bad faith or negligence.

The independent valuation was prepared by RP Financial in reliance upon the information contained in this prospectus, including the consolidated financial statements of PCSB Bank. RP Financial also considered the following factors, among others:

• the present results and financial condition of PCSB Bank and the projected consolidated results and financial condition of PCSB Financial;

• the economic and demographic conditions in PCSB Bank’s existing market area;

• certain historical, financial and other information relating to PCSB Bank;

• a comparative evaluation of the operating and financial characteristics of PCSB Bank with those of other publicly traded savings institutions;

• the effect of the offering on our shareholders’ equity and earnings potential;

• the proposed dividend policy of PCSB Financial; and

• the trading market for securities of comparable institutions and general conditions in the market for such securities.

The independent valuation is also based on an analysis of a peer group of publicly traded bank holding companies and savings and loan holding companies that RP Financial considered comparable to PCSB Financial under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of ten peer group companies are selected from the universe of all publicly-traded financial institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on an exchange (such as Nasdaq or the New York Stock Exchange). The peer group companies selected for PCSB Financial also consisted of fully-converted stock institutions that were not subject to an actual or rumored acquisition and that had been in fully-converted form for at least one year. In addition, RP Financial limited the peer group companies to the following three selection criteria: (i) institutions located in the Mid-Atlantic with assets between $650 million and $2 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings, and core return on average equity ratios of less than 10.0%; (ii) institutions located in the Northeast with assets between $650 million and $2 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings, and core return on average equity ratios of less than 10.0%; and (iii) institutions located in the Midwest with assets between $650 million and $2 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings, and core return on average equity ratios of less than 10.0%.

The independent valuation appraisal considered the pro forma effect of the offering. Consistent with regulatory appraisal guidelines, the appraisal applied three primary methodologies: (i) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (ii) the pro forma price-to-earnings approach applied to reported and core earnings; and (iii) the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based on the current market valuations of the peer group companies. RP Financial placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value. RP Financial did not consider a pro forma price-to-assets approach to be as meaningful in preparing the appraisal, as this approach is more meaningful when a company has low equity or earnings. The price-to-assets approach is less meaningful for a company like us, as we have equity in excess of regulatory capital requirements and positive reported and core earnings.

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In applying each of the valuation methods, RP Financial considered adjustments to the pro forma market value based on a comparison of PCSB Financial with the peer group. RP Financial made slight upward adjustments for: (i) financial condition; and (ii) primary market area. RP Financial made a moderate downward adjustments for profitability growth and viability of earnings, and made no adjustments for: (i) dividends; (ii) liquidity of the shares; (iii) marketing of the issue; (iv) management; and (v) effect of government regulations and regulatory reform.

Included in RP Financial’s independent valuation were certain assumptions as to the pro forma earnings of PCSB Financial after the offering used in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return of 0.75% at September 30, 2016 on the net offering proceeds and purchases in the open market of common stock by the stock-based benefit plan at the $10.00 per share purchase price. See “Pro Forma Data” for additional information concerning assumptions included in the independent valuation and used in preparing pro forma data. The use of different assumptions may yield different results.

The independent valuation states that at November 11, 2016, the estimated pro forma market value of PCSB Financial was $163.4 million. Based on applicable regulations, this market value forms the midpoint of a range with a minimum of $138.9 million and a maximum of $187.9 million. The aggregate offering price of the shares will be equal to the valuation range multiplied by offering price of $10.00 per share. The number of shares offered will be equal to the aggregate offering price of the shares divided by the $10.00 price per share. Based on the valuation range and the $10.00 offering price per share, the minimum of the offering range is 13,600,000 shares, the midpoint of the offering range is 16,000,000 shares and the maximum of the offering range is 18,400,000 shares.

Following commencement of the subscription offering, the maximum of the valuation range may be increased by up to 15%, or up to $216.0 million, without resoliciting subscribers, which will result in a corresponding increase of up to 15% in the maximum of the offering range, to up to 21,160,000 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 offering price of $10.00 per share will remain fixed. See “—Additional Limitations on Common Stock Purchases” as to the method of distribution of additional shares to be issued upon an increase in the offering range of up to 21,160,000 shares.

The board of trustees of PCSB Bank reviewed the independent valuation and, in particular, considered the following:

• PCSB Bank’s financial condition and results of operations;

• a comparison of financial performance ratios of PCSB Bank 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. The board of trustees also reviewed the methodology and the assumptions used by RP Financial to prepare the independent valuation and believes that such assumptions were reasonable. The offering range may be amended with the approval of the NYSDFS and the Federal Deposit Insurance Corporation, if required, as a result of subsequent developments in the financial condition of PCSB Bank or market conditions generally. If the independent valuation is updated to amend the pro forma market value of PCSB Financial to less than $138.9 million or to more than $216.0 million, the appraisal will be filed with the Securities and Exchange Commission by a post-effective amendment to PCSB Financial’s registration statement.

The following table presents a summary of selected pricing ratios for PCSB Financial (on a pro forma basis) at and for the 12-months ended September 30, 2016, and for the peer group companies based on earnings and other information at and for the 12-months ended September 30, 2016, with stock prices at November 11, 2016, as reflected in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 43.2% on a price-to-book value basis, a discount of 44.0% on a price-to-tangible book value basis and a premium of 223.9% on a price-to-earnings basis. Our board of

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trustees, in reviewing and approving the appraisal, considered the range of price-to-earnings multiples and the range of price-to-book value and price-to-tangible book value ratios at the different amounts of shares to be sold in the offering. The appraisal did not consider one valuation approach to be more important than the other. The estimated appraised value and the resulting premium/discount took into consideration the potential financial effect of the offering.

	Price-to-earnings multiple (1)		Price-to-book value ratio			Price-to-tangible book value ratio
PCSB Financial (on a pro forma basis, assuming completion of the offering)
Adjusted Maximum		86.87X		73.31	%		75.02	%
Maximum		71.67X		69.54	%		71.33	%
Midpoint		59.67X		65.66	%		67.48	%
Minimum		48.64X		61.05	%		62.93	%
Valuation of peer group companies, all of which are fully converted (on an historical basis)
Averages		18.42X		115.63	%		120.40	%
Medians		18.95X		116.32	%		122.50	%

(1) Price-to-earnings multiples calculated by RP Financial are based on an estimate of “core,” or recurring, earnings. These ratios are different than those presented in “Pro Forma Data.”

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing our shares of common stock. RP Financial did not independently verify our consolidated financial statements and other information that we provided to them, nor did RP Financial independently value our assets or liabilities. The independent valuation considers PCSB Bank as a going concern and should not be considered as an indication of the liquidation value of PCSB 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 price per share.

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 $216.0 million and a corresponding increase in the offering range to more than 21,160,000 shares, or a decrease in the minimum of the valuation range to less than $138.9 million and a corresponding decrease in the offering range to less than 13,600,000 shares, then we will promptly return with interest at 0.10% per annum all funds previously delivered to us to purchase shares of common stock in the subscription and community offerings and cancel deposit account withdrawal authorizations and, after consulting with the NYSDFS and the Federal Deposit Insurance Corporation, we may terminate the plan of conversion. Alternatively, we may establish a new offering range, extend the offering period and commence a resolicitation of purchasers or take other actions as permitted by the NYSDFS and the Federal Deposit Insurance Corporation in order to complete the offering. If we extend the offering and conduct a resolicitation due to a change in the independent valuation, 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. Any single offering extension will not exceed 90 days and aggregate extensions may not conclude beyond             , 2018, which is two years after the date on which the NYSDFS approved the plan of conversion.

An increase in the number of shares to be issued in the offering would decrease both a subscriber’s ownership interest and PCSB Financial’s pro forma earnings and shareholders’ equity on a per share basis while increasing shareholders’ 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 PCSB Financial’s pro forma earnings and shareholders’ equity on a per share basis, while decreasing shareholders’ equity on an aggregate basis.

A copy of the independent valuation appraisal report of RP Financial, together with the detailed memorandum setting forth the method and assumptions used in the appraisal report, is filed as an exhibit to each of the documents specified under “Where You Can Find Additional Information.”

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Subscription Offering and Subscription Rights

According to 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 on the purchase and ownership limitations set forth in the plan of conversion and as described below under “—Additional Limitations on Common Stock Purchases.”

Priority 1: Eligible Account Holders. Each depositor of PCSB Bank with aggregate deposit account balances of $100.00 or more (a “Qualifying Deposit”) at the close of business on September 30, 2015 (an “Eligible Account Holder”) will receive, without payment, nontransferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of $200,000 (20,000 shares) of our common stock, 0.10% of the total number of shares of common stock issued in the offering, or 15 times the product of 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. See “—Additional 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, any remaining unallocated shares will be allocated to each remaining Eligible Account Holder whose subscription remains unfilled in same 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 among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of our shares of common stock, each Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she has an ownership interest on September 30, 2015. If there is an oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. If there is an oversubscription, the subscription rights of Eligible Account Holders who are also trustees or executive officers of PCSB Bank or who are associates of such persons will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to their increased deposits in the 12 months preceding September 30, 2015.

Priority 2: Tax-Qualified Plans. Our tax-qualified employee plans, including PCSB Bank’s employee stock ownership plan and 401(k) plan, will receive, without payment, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering and contributed to the charitable foundation, although our employee stock ownership plan intends to purchase 8% of the shares of common stock sold in the offering and contributed to the foundation. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan may instead elect to purchase shares in the open market following the completion of the offering, subject to the approval of the NYSDFS and the Federal Deposit Insurance Corporation. The amount of the subscription requests by the 401(k) plan will be determined by its participants, who will have the right to invest all or a portion of their 401(k) plan accounts in our common stock, subject to the maximum purchase limitations.

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 by tax-qualified plans, each depositor of PCSB Bank with a Qualifying Deposit at the close of business on             , 2017, who is not an Eligible Account Holder (a “Supplemental Eligible Account Holder”) will receive, without payment, nontransferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of $200,000 (20,000 shares) of our common stock, 0.10% of the total number of shares of common stock issued in the offering, or 15 times the product of 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. See “—Additional 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 Supplemental Eligible Account Holder

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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, any remaining unallocated shares will be allocated to each remaining Supplemental Eligible Account Holder whose subscription remains unfilled in same the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing 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 among those Supplemental Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of our shares of common stock, each Supplemental Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she has an ownership interest on             , 2017. If there is an oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

Expiration Date. The subscription offering will expire at 5:00 p.m., Eastern Time, on             , 2017, unless extended by us for up to 45 days or such additional periods with the approval of the NYSDFS and the Federal Deposit Insurance Corporation, 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, maximum or adjusted maximum of the offering range. Subscription rights which have not been exercised before the expiration date will become void.

We will not execute orders until at least the minimum number of shares of common stock has been sold in the offering. If at least 13,600,000 shares have not been sold in the offering by             , 2017 and the NYSDFS and the Federal Deposit Insurance Corporation, if necessary, have not consented to an extension, all funds delivered to us to purchase shares of common stock in the offering will be returned promptly, with interest at 0.10% per annum for funds received in the subscription and community offerings, and all deposit account withdrawal authorizations will be canceled. If an extension beyond             , 2017 is granted by the NYSDFS and the Federal Deposit Insurance Corporation, if necessary, we will resolicit purchasers in the offering as described under “—Procedure for Purchasing Shares in Subscription and Community Offerings—Expiration Date.”

Community Offering

To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions by Eligible Account Holders, by our tax-qualified employee stock benefit plans and by Supplemental Eligible Account Holders, we will offer shares pursuant to the plan of conversion to members of the general public in a community offering. Shares will be offered in the community offering with the following preferences:

(i) Natural persons residing in Dutchess, Putnam, Rockland and Westchester Counties in New York; and

(ii) Other members of the general public.

Subscribers in the community offering may purchase up to $200,000 (20,000 shares) of common stock, subject to the overall purchase limitations. See “—Additional 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 Dutchess, Putnam, Rockland and Westchester Counties in New York, 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 that geographical area whose orders remain unsatisfied on an equal number of shares basis per order. In connection with the allocation process, orders received for shares of common stock in the community

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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 until all shares have been allocated.

The term “residing” or “resident” as used in this prospectus with respect to Dutchess, Putnam, Rockland and Westchester Counties in New York means any Person who occupies a dwelling within the local community, has a present intent to remain within the local community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the local community together with an indication that such presence within the local community is something other than merely transitory in nature. We may utilize deposit or loan records or other evidence provided to us to determine 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 concurrently with, during or promptly after the subscription offering, and is currently expected to terminate at the same time as the subscription offering, and must terminate no more than 45 days following the subscription offering, unless extended. We may decide to extend the community offering for any reason and is not required to give purchasers notice of any such extension unless such period extends beyond             , 2017, in which event we will resolicit purchasers.

Syndicated Offering and Firm Commitment Offering

If feasible, our board of directors may decide to offer for sale shares of common stock not subscribed for or purchased in the subscription and community offerings in a syndicated offering or a firm commitment offering, subject to such terms, conditions and procedures as we may determine, subject to any approvals required from the NYSDFS or the Federal Deposit Insurance Corporation, in a manner that will achieve a wide distribution of our shares of common stock.

If a syndicated offering or firm commitment offering is held, Sandler O’Neill & Partners, L.P. will serve as sole manager. If shares of common stock are sold in a syndicated offering or firm commitment offering, we will pay fees of 5.0% of the aggregate amount of common stock sold in the syndicated offering or firm commitment offering to Sandler O’Neill & Partners, L.P. and any other broker-dealers included in the syndicated offering or firm commitment offering. The shares of common stock will be sold at the same price per share ($10.00 per share) that the shares are sold in the subscription offering and the community offering.

If there is a syndicated offering or firm commitment offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the subscription and community offerings (the use of order forms and the submission of funds directly to PCSB Financial for the payment of the purchase price of the shares ordered) except that payment must be in immediately available funds (bank checks, money orders, deposit account withdrawals from accounts at PCSB Bank or wire transfers). See “—Procedure for Purchasing Shares in Subscription and Community Offerings.” “Sweep” arrangements and delivery versus payment settlement will only be used in a syndicated offering to the extent consistent with Rules 10b-9 and 15c2-4 under the Securities Exchange Act of 1934 and then-existing guidance and interpretations thereof of the Securities and Exchange Commission regarding the conduct of “min/max” offerings.

If there is a firm commitment offering, the proposed underwriting agreement will not be entered into with Sandler O’Neill & Partners, L.P. and any other underwriters named in the underwriting agreement and PCSB Financial until immediately before the completion of the firm commitment offering. At that time, Sandler O’Neill & Partners, L.P. and any other underwriters included in the firm commitment offering will represent that they have received sufficient indications of interest to complete the firm commitment offering. Pursuant to the terms of the underwriting agreement, and subject to certain customary provisions and conditions to closing, upon execution of the underwriting agreement, Sandler O’Neill & Partners, L.P. and any other underwriters involved in the firm commitment offer will be obligated to purchase all the shares subject to the firm commitment offering.

If for any reason we cannot undertake a syndicated offering or firm commitment offering of shares of common stock not purchased in the subscription and community offerings, or if there are an insignificant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of unsubscribed

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shares. The Federal Deposit Insurance Corporation, the NYSDFS and the Financial Industry Regulatory Authority must approve any such arrangements.

Additional Limitations on Common Stock Purchases

The plan of conversion includes the following additional limitations on the number of shares of common stock that may be purchased in the offering:

• No individual, or group of individuals exercising subscription rights through a single qualifying deposit account held jointly, may purchase more than $200,000 (20,000 shares) in the offering;

• Except for the employee stock ownership plan and the 401(k) plan, as described above, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $300,000 (30,000 shares) of common stock in all categories of the offering combined;

• 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 sold in the offering and contributed to the charitable foundation, including shares issued upon an increase in the offering range of up to 15%;

• No person may purchase fewer than 25 shares of common stock, to the extent those shares are available for purchase; and

• The aggregate number of shares of common stock that may be purchased in all categories of the offering by officers, directors and trustees of PCSB Financial and PCSB Bank and their associates may not exceed 25% of the total shares sold in the offering.

Depending upon market or financial conditions, our board of directors, with regulatory approval and without further approval of the depositors of PCSB Bank, 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 given the opportunity to increase their orders up to the then applicable limit. The effect of this type of resolicitation will be an increase in the number of shares of common stock owned by persons who choose to increase their orders.

If there is an increase in the offering range to up to 21,160,000 shares of common stock, shares will be allocated in the following order of priority according to the plan of conversion:

(i) if there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of these subscribers according to their respective priorities;

(ii) to fill the subscriptions of our tax-qualified employee benefit plans, specifically our employee stock ownership plan and our 401(k) plan, for up to 10% of the total number of shares of common stock sold in the offering and contributed to the charitable foundation;

(iii) if there is an oversubscription at the Supplemental Eligible Account Holders level, to fill unfilled subscriptions of these subscribers according to their respective priorities; and

(iv) to fill unfilled subscriptions in the community offering, with preference given first to natural persons residing in Dutchess, Putnam, Rockland and Westchester Counties in New York, and then to members of the general public.

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The term “associate” of a person means:

(i) any corporation or organization (other than PCSB Bank, PCSB Financial or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial shareholder;

(ii) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

(iii) any relative or spouse of such person, or any relative of such spouse, who either has the same home as the person or who is a director, trustee or officer of PCSB Bank or PCSB Financial.

The term “acting in concert” means persons seeking to combine or pool their 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. When persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is acting in concert shall be made solely by us and may be based on any evidence upon which we choose to rely, including, without limitation, joint account relationships or the fact that such persons have filed joint Schedules 13D with the Securities and Exchange Commission with respect to other companies; provided, however, that the determination of whether a group is acting in concert remains subject to review by the NYSDFS. Persons with the same address, whether or not related, will be deemed to be acting in concert unless we determine otherwise. Our directors and trustees are not treated as associates of each other solely because of their membership on the boards of directors or trustees.

Common stock purchased in the offering will be freely transferable except for shares purchased by directors and certain officers of PCSB Financial or PCSB Bank and except as described below. Any purchases made by any associate of PCSB Financial or PCSB Bank 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 Financial Industry Regulatory Authority guidelines, members of the Financial Industry Regulatory Authority and their associates are subject to certain restrictions on transfer of securities purchased according to subscription rights and to certain reporting requirements upon purchase of these securities. For a further discussion of limitations on purchases of our shares of common stock at the time of offering and thereafter, see “—Certain Restrictions on Purchase or Transfer of Our Shares After the Offering” and “Restrictions on Acquisition of PCSB Financial Corporation.”

Plan of Distribution; Selling Agent and Underwriting Compensation

Subscription and Community Offerings. To assist in the marketing of our shares of common stock in the subscription and community offerings, we have retained Sandler O’Neill & Partners, L.P., which is a broker-dealer registered with the Financial Industry Regulatory Authority. Sandler O’Neill & Partners, L.P. will assist us on a best efforts basis in the subscription and community offerings by:

• consulting as to the marketing implications of the plan of conversion, including the percentage of common stock to be offered in the offering;

• reviewing with the boards the financial impact of the offering on us, based upon the independent appraiser’s appraisal of the common stock;

• reviewing all offering documents, including the prospectus, stock order forms and related marketing materials;

• assisting us in the design and implementation of a marketing strategy for the structuring and marketing of the offering;

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• assisting our management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the offering; and

• providing such other general advice and assistance as may be requested to promote the successful completion of the offering.

For these services, Sandler O’Neill & Partners, L.P. will receive a fee of 0.90% of the aggregate dollar amount of all shares of common stock sold in the subscription and community offerings. No fee will be payable to Sandler O’Neill & Partners, L.P. with respect to shares purchased by directors, trustees, officers, employees or their immediate families and their personal trusts, shares purchased by our employee benefit plans or trusts established for the benefit of our directors, officers and employees, and shares issued to the charitable foundation.

Syndicated Offering or Firm Commitment Offering. If shares of common stock are sold in a syndicated offering or firm commitment offering, we will pay fees of 5.0% of the aggregate dollar amount of common stock sold in the syndicated offering or firm commitment offering to Sandler O’Neill & Partners, L.P. and any other broker-dealers included in the syndicated offering or firm commitment offering.

Expenses. Sandler O’Neill & Partners, L.P. also will be reimbursed for reasonable out-of-pocket accountable expenses, including legal fees, in an amount not to exceed $110,000 (or up to $125,000 if there is a syndicated offering or a firm commitment offering), of which we have advanced $         to date. Sandler O’Neill & Partners, L.P. will reimburse any amounts paid or advanced by us in excess of their actual reasonable out-of-pocket accountable expenses. If the plan of conversion is terminated or if Sandler O’Neill & Partners, L.P.’s engagement is terminated according to the provisions of the agency agreement, Sandler O’Neill & Partners, L.P. will only receive reimbursement of its reasonable out-of-pocket expenses. We have separately agreed to pay Sandler O’Neill & Partners, L.P. up to $55,000 in fees and expenses for serving as records agent, as described below.

Records Management

We have also engaged Sandler O’Neill & Partners, L.P. as records agent in connection with the subscription and community offerings. In its role as records agent, Sandler O’Neill & Partners, L.P., will assist us in the offering by:

• consolidating deposit accounts;

• designing and preparing stock order forms;

• organizing and supervising our Stock Information Center; and

• providing subscription services.

Sandler O’Neill & Partners, L.P. will receive fees of $30,000 for these services. Sandler O’Neill & Partners, L.P. also will be reimbursed for reasonable out-of-pocket accountable expenses in an amount not to exceed $25,000, of which we have advanced $         to date and will advance an additional $         upon the mailing of the offering materials. Sandler O’Neill & Partners, L.P. will reimburse any amounts paid or advanced by us in excess of their actual reasonable out-of-pocket accountable expenses.

Indemnity

We will indemnify Sandler O’Neill & Partners, L.P. against liabilities and expenses, including legal fees, incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933, as

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well as certain other claims and litigation arising out of Sandler O’Neill & Partners, L.P.’s engagement with respect to the offering.

Solicitation of Offers by Officers and Directors

Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock in the subscription and community offerings. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of PCSB Bank may assist in the offering, but only in ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Sandler O’Neill & Partners, L.P. 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, 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.

Procedure for Purchasing Shares in Subscription and Community Offerings

Expiration Date. The subscription and community offerings will expire at 5:00 p.m., Eastern Time, on             , 2017, unless we extend one or both for up to 45 days, with the approval of the NYSDFS, if required. This extension may be approved by us, in our sole discretion, without notice to purchasers in the offering. Any extension of the subscription and/or community offering beyond             , 2017 would require the NYSDFS’s approval. If the offering is so extended, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest at 0.10% per annum or cancel your deposit account withdrawal authorization. If the offering range is decreased below the minimum of the offering range or is increased above the adjusted maximum of the offering range, all subscribers’ stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled, and funds submitted to us will be returned promptly, with interest at 0.10% per annum for funds received in the subscription and community offerings. We will then resolicit the subscribers, giving them an opportunity to place a new stock order for a period of time.

We reserve the right in our sole discretion to terminate the offering at any time and for any reason (subject to any required regulatory approvals), in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest at 0.10% per annum from the date of receipt as described above.

Use of Order Forms in the Subscription and Community Offerings. In order to purchase shares of common stock in the subscription and community offerings, you must properly complete an original stock order form and remit full payment. We are not required to accept orders submitted on photocopied or facsimiled order forms. All order forms must be received (not postmarked) before 5:00 p.m., Eastern Time, on             , 2017. We are not required to accept order forms that are not received by that time, are not signed or are otherwise executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed order forms, and we have the right to waive or permit the correction of incomplete or improperly executed order forms. 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 stock order return envelope provided, or by overnight delivery to our Stock Information Center, which will be located at our administrative office, 2651 Strang Blvd., Suite 100, Yorktown Heights, New York 10598. You may also hand-deliver stock order forms to the Stock Information Center. Hand-delivered stock order forms will only be accepted at this location. We will not accept stock order forms at our other banking offices. Please do not mail stock order forms to PCSB Bank’s other offices.

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

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receipt or at any time before completion of the offering. If you are ordering shares in the subscription offering, 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. 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. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

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 PCSB Bank, the Federal Deposit Insurance Corporation or any other government agency, 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 must accompany all completed order forms for the purchase to be valid. Payment for shares in the subscription and community offerings may be made by:

(i) personal check, bank check or money order, made payable to PCSB Financial Corporation; or

(ii) authorization of withdrawal of available funds from your PCSB Bank deposit accounts.

Appropriate means for designating withdrawals from deposit accounts at PCSB Bank are provided on the order form. 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 contractual 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 earn interest at the current passbook rate after the withdrawal. In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders received in the subscription and community offerings will be immediately cashed and placed in a segregated account at PCSB Bank and will earn interest at 0.10% per annum from the date payment is processed until the offering is completed or terminated.

You may not remit cash, PCSB Bank line of credit checks or any type of third-party checks (including those payable to you and endorsed over to PCSB Financial). You may not designate on your stock order form direct withdrawal from a retirement account held at PCSB Bank. See “—Using Individual Retirement Account Funds.” If permitted by the NYSDFS, if we resolicit large purchasers, as described above in “—Additional Limitations on Common Stock Purchases,” such purchasers who wish to increase their purchases will not be able to use personal checks to pay for the additional shares, but instead must pay for the additional shares using immediately available funds. We may accept wire transfers at our sole discretion.

Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by             , 2017. If the subscription and community offerings are extended past             , 2017, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest at 0.10% per annum or cancel your deposit account withdrawal authorization. We may resolicit purchasers for a specified period of time.

NYSDFS regulations prohibit PCSB Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

We shall 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

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which they subscribe in the community offering at any time before 48 hours before the completion of the offering. This payment may be made by wire transfer.

If our employee stock ownership plan purchases shares in the offering, it will not be required to pay for such shares until completion of the offering, provided that there is a loan commitment from an unrelated financial institution or PCSB Financial to lend to the employee stock ownership plan the necessary amount to fund the purchase. In addition, if our 401(k) plan purchases shares in the offering, it will not be required to pay for such shares until completion of the offering.

Using Individual Retirement Account Funds. If you are interested in using funds in your individual retirement account or other retirement account to purchase shares of common stock, you must do so through a self-directed retirement account. By regulation, PCSB Bank’s retirement accounts are not self-directed, so they cannot be invested in our shares of common stock. Therefore, if you wish to use funds that are currently in a retirement account held at PCSB Bank, 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 instead have to be transferred to an independent trustee or custodian, such as a brokerage firm, offering self-directed retirement accounts. The purchase must be made through that account. If you do not have such an account, you will need to establish one before placing a stock order. A one-time and/or annual administrative fee may be payable to the independent trustee or custodian. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Individuals interested in using funds in an individual retirement account or any other retirement account, whether held at PCSB Bank or elsewhere, to purchase shares of common stock should contact our Stock Information Center for guidance as soon as possible, preferably at least two weeks before the             , 2017 offering deadline. 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.

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

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, or in a State of the United States with respect to which any of the following apply:

(i) a small number of persons otherwise eligible to subscribe for shares under the plan of conversion reside in such state;

(ii) the offer or sale of shares of common stock to such persons would require us or our employees to register, under the securities laws of such state, as a broker or dealer or to register or otherwise qualify our securities for sale in such state; or

(iii) such registration or qualification would be impracticable for reasons of cost or otherwise.

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Restrictions on Transfer of Subscription Rights and Shares

Applicable banking regulations prohibit any person with subscription rights, including the Eligible Account Holders and Supplemental Eligible Account Holders, 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. When registering your stock purchase on the order form, you cannot add the name(s) of others for joint stock registration unless they are also named on the qualifying deposit account, and you cannot delete names of others except for certain orders placed through an IRA, Keogh, 401(k) or similar plan and for the death of the named eligible depositor. Doing so may jeopardize your subscription rights. 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 before completion of the offering.

We will pursue any and all legal and equitable remedies if 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

Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the offering, please call our Stock Information Center. The telephone number is (        )             . The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on weekends and bank holidays.

Liquidation Rights

In the unlikely event of a complete liquidation of PCSB Bank before the conversion, all claims of creditors of PCSB Bank, including those of its depositors (to the extent of their deposit balances), would be paid. In the unlikely event that PCSB 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 PCSB Financial as the sole holder of PCSB Bank capital stock.

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 PCSB Bank at 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 PCSB Bank after the conversion with a liquidation interest in the unlikely event of the complete liquidation of PCSB Bank after the conversion. Each Eligible Account Holder and Supplemental Eligible Account Holder that continues to maintain his or her deposit account at PCSB Bank, would be entitled, on a complete liquidation of PCSB Bank after the conversion, to an interest in the liquidation account before any payment to the stockholders of PCSB Financial. Each 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 $100 or more held in PCSB Bank on September 30, 2015. Each 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 September 30, 2015 bears to the balance of all such deposit accounts in PCSB Bank on such date. Each 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 $100 or more held in PCSB Bank on             , 201    . Each Supplemental Eligible Account Holder would have a pro rata interest in the total

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liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account on             , 201     bears to the balance of all such deposit accounts in PCSB Bank on such date.

If, however, on any June 30 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 September 30, 2015 or             , 201    , respectively, 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 PCSB Financial, as the sole stockholder of PCSB 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 transaction to PCSB Bank, PCSB Financial, Eligible Account Holders and Supplemental Eligible Account Holders. 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. If there is such disagreement, there can be no assurance that PCSB Bank or PCSB Financial would prevail in a judicial proceeding.

PCSB Financial and PCSB bank have received an opinion of counsel, Luse Gorman, PC, regarding all of the material federal income tax consequences of the conversion, which includes the following:

1. The conversion of PCSB Bank to a New York-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. PCSB Bank will not recognize any gain or loss upon the receipt of money from PCSB Financial in exchange for shares of common stock of PCSB Bank.

3. The basis and holding period of the assets received by PCSB Bank, in stock form, from PCSB 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 PCSB Bank, including Eligible Account Holders and Supplemental Eligible Account Holders, upon the issuance to them of withdrawable deposit accounts in PCSB Bank, in stock form, in the same dollar amount and under the same terms as held at PCSB Bank, in mutual form. In addition, Eligible Account Holders and Supplemental Eligible Account Holders will not recognize gain or loss upon receipt of an interest in a liquidation account in PCSB Bank in exchange for their ownership interests in PCSB Bank.

5. The basis of the account holders’ deposit accounts in PCSB Bank, in stock form, will be the same as the basis of their deposit accounts in PCSB Bank, in mutual form. The basis of the Eligible Account Holders and, Supplemental Eligible Account Holders 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 or Supplemental Eligible Account Holders upon distribution to them of

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nontransferable subscription rights to purchase shares of PCSB Financial common stock, provided that the amount to be paid for PCSB Financial common stock is equal to the fair market value of PCSB Financial common stock.

7. The basis of the shares of PCSB Financial common stock purchased in the offering will be the purchase price. The holding period of the PCSB Financial 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.

8. No gain or loss will be recognized by PCSB Financial on the receipt of money in exchange for shares of PCSB Financial common stock sold in the offering.

In the view of RP Financial (which is acting as independent appraiser of the value of the shares of PCSB Financial common stock in connection with the conversion), the subscription rights do not have any value for the reasons set forth in paragraph 6 above. RP Financial’s view is not binding on the Internal Revenue Service. If the subscription rights granted to Eligible Account Holders and Supplemental Eligible Account Holders are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders and Supplemental Eligible Account Holders who exercise the subscription rights in an amount equal to their value, and PCSB Financial could recognize gain on a distribution. Eligible Account Holders and Supplemental Eligible Account Holders are encouraged to consult with their own tax advisors as to the tax consequences if such subscription rights are deemed to have an ascertainable value.

The opinion of Luse Gorman, PC, unlike a letter ruling issued by the Internal Revenue Service, is not binding on the Internal Revenue Service and the conclusions expressed therein may be challenged at a future date. The Internal Revenue Service has issued favorable rulings for transactions substantially similar to the proposed conversion and offering, but any such ruling may not be cited as precedent by any taxpayer other than the taxpayer to whom the ruling is addressed. We do not plan to apply for a letter ruling concerning the transactions described herein.

An opinion regarding the New York State income tax consequences consistent with the federal tax opinion has been issued by Crowe Horwath LLP.

The federal and state tax opinions have been filed with the Securities and Exchange Commission as exhibits to PCSB Financial’s registration statement.

Certain Restrictions on Purchase or Transfer of Our Shares After the Offering

All shares of common stock purchased in the offering by a director, trustee, or certain officers of PCSB Financial or PCSB Bank, as well as their associates, generally may not be sold for a period of one year following the closing of the offering, except upon death or judicial declaration of incompetency of the individual. 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 PCSB Financial also will be restricted by the insider trading rules under the Securities Exchange Act of 1934.

Purchases of shares of our common stock by any of our directors, trustees, certain officers and their associates, during the three-year period following the closing of the offering may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the NYSDFS. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock or to purchases of our common stock by our stock option plan or any of our tax-qualified employee stock benefit plans or non-tax-qualified employee stock benefit plans, including any restricted stock plans.

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NYSDFS regulations prohibit PCSB Financial from repurchasing its shares of common stock during the first year following offering and from repurchasing more than 5% of its outstanding shares of common stock in each of the second and third years following the offering, unless, in each case, PCSB Financial receives the prior approval of the NYSDFS. In addition, the repurchase of shares of common stock is subject to Federal Reserve Board policy related to repurchases of shares by bank holding companies.

PCSB COMMUNITY FOUNDATION

General

In furtherance of our commitment to the communities in our market area, the plan of conversion provides that we will establish a new charitable foundation, PCSB Community Foundation, as a non-stock, nonprofit Delaware corporation in connection with the conversion and offering. The charitable foundation will be funded with cash and shares of our common stock, as further described below. By further enhancing our visibility and reputation in the communities within our market area, we believe that the charitable foundation will enhance the long-term value of PCSB Bank’s community banking franchise. The conversion and offering presents us with a unique opportunity to provide a substantial and continuing benefit to our community through the charitable foundation.

Purpose of the Charitable Foundation

In connection with the closing of the conversion and offering, PCSB Bank intends to contribute to the charitable foundation shares of its common stock equal to 2.1% of the shares sold in the offering and an amount of cash so that the total contribution will equal $5.0 million. At the minimum, midpoint, maximum and adjusted maximum of the offering range, we would contribute to the charitable foundation 285,600, 336,000, 386,400 and 444,360 shares of common stock and approximately $2.1 million, $1.6 million, $1.1 million and $556,400 in cash, respectively

The purpose of the charitable foundation is to provide financial support to charitable organizations in our market area and to enable the communities that we serve to share in our long-term growth. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us. It will also support our ongoing obligations to the community under the Community Reinvestment Act. PCSB Bank received a “Satisfactory” rating in its most recent Community Reinvestment Act examination.

Funding the charitable foundation with shares of our common stock is also intended to allow our communities to share in our potential growth and success after the offering is completed because the charitable foundation will benefit directly from any increases in the value of our shares of common stock. In addition, the charitable foundation will maintain close ties with PCSB Bank, thereby forming a partnership within the communities in which PCSB Bank operates.

Structure of the Charitable Foundation

The charitable foundation will be incorporated under Delaware law as a non-stock, nonprofit corporation. The certificate of incorporation of the charitable foundation will provide that the corporation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The certificate of incorporation will further provide that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its members, directors or officers or to private individuals.

The charitable foundation will be governed by a board of directors, initially consisting of                      and one individual not affiliated with us. We are required to select one person to serve on the initial board of directors who is not one of our officers or directors and who has experience with local charitable organizations and grant making, and we have selected                      as a director to satisfy these requirements. For five years after the conversion and offering, one seat on the charitable foundation’s board of directors will be reserved for a person from our local community who has experience with local community charitable organizations and grant making and

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who is not one of our officers, directors or employees, and at least one seat on the charitable foundation’s board of directors will be reserved for one of PCSB Bank’s directors.

The board of directors of the charitable foundation will be responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, the directors of the charitable foundation will at all times be bound by their fiduciary duty to advance the charitable foundation’s charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the charitable foundation is established. The directors also will be responsible for directing the activities of the charitable foundation, including the management and voting of the shares of our common stock held by the charitable foundation. However, as required by the NYSDFS, all shares of our common stock held by the charitable foundation must be voted in the same ratio as all other shares of our common stock on all proposals considered by our shareholders.

The charitable foundation’s place of business will be located at our administrative offices. The board of directors of the charitable foundation will appoint such officers and employees as may be necessary to manage its operations. To the extent applicable, we will comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act and applicable NYSDFS regulations governing transactions between PCSB Bank and the charitable foundation.

The charitable foundation will receive working capital from the initial cash contribution of $250,000 and:

(1) any dividends that may be paid on our shares of common stock in the future;

(2) within the limits of applicable federal and state laws, loans collateralized by the shares of common stock; and

(3) the proceeds of the sale of any of the shares of common stock in the open market from time to time.

As a private foundation under Section 501(c)(3) of the Internal Revenue Code, the charitable foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets.

Tax Considerations

We believe that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. As long as the charitable foundation files an application for tax-exempt status within 27 months of the last day of the month in which it was organized, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization. We have not received a tax opinion as to whether the charitable foundation’s tax exempt status will be affected by the regulatory requirement that all shares of our common stock held by it must be voted in the same ratio as all other outstanding shares of our common stock on all proposals considered by our shareholders.

We believe that our contribution of shares of our common stock to the charitable foundation should not constitute an act of self-dealing and that we should be entitled to a deduction in the amount of the fair market value of the stock at the time of the contribution less the nominal amount that the charitable foundation is required to pay us for such stock. We are permitted to deduct for charitable purposes only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five-year period following the contribution to the charitable foundation. We estimate that all of the contribution should be deductible over the six-year period (i.e., the year in which the contribution is made and the succeeding five-year period). However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the charitable foundation. In such event, our contribution to the charitable foundation would be expensed without a tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service

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makes such a determination. Furthermore, even if the contribution is deductible, we may not have sufficient earnings to be able to use the deduction in full. Any such decision to continue to make additional contributions to the charitable foundation in the future would be based on an assessment of, among other factors, our financial condition at that time, the interests of our shareholders and depositors, and the financial condition and operations of the foundation.

As a private foundation, earnings and gains, if any, from the sale of common stock or other assets are exempt from federal and state income taxation. However, investment income, such as interest, dividends and capital gains, is generally taxed at a rate of 1%. The charitable foundation will be required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. The charitable foundation will be required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation’s managers and a concise statement of the purpose of each grant. The charitable foundation will also be required to file an annual report with the Office of the New York Attorney General.

Regulatory Requirements Imposed on the Charitable Foundation

The NYSDFS and the Federal Deposit Insurance Corporation require that, before our board of directors adopted the plan of conversion, the board of directors had to identify its members that will serve on the charitable foundation’s board, and these directors could not participate in our board’s discussions concerning contributions to the charitable foundation, and could not vote on the matter. Our board of directors complied with this regulation in adopting the plan of conversion.

The NYSDFS and the Federal Deposit Insurance Corporation will generally not object if a well-capitalized savings bank contributes to a charitable foundation an aggregate amount of 8% or less of the shares or proceeds issued in a offering. PCSB Bank qualifies as a well-capitalized savings bank for purposes of this limitation, and the contribution to the charitable foundation will not exceed this limitation.

The NYSDFS and the Federal Deposit Insurance Corporation impose the following additional requirements on the establishment of the charitable foundation:

• the charitable foundation’s primary purpose must be to serve and make grants in our local community;

• the NYSDFS and the Federal Deposit Insurance Corporation may examine the charitable foundation at the foundation’s expense;

• the charitable foundation must comply with all supervisory directives imposed by the NYSDFS and the Federal Deposit Insurance Corporation;

• the charitable foundation must provide annually to the Federal Deposit Insurance Corporation and the NYSDFS a copy of the annual report that the charitable foundation submits to the Internal Revenue Service;

• the charitable foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy;

• the charitable foundation may not engage in self-dealing and must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and

• the charitable foundation must vote its shares of our common stock in the same ratio as all of the other shares voted on each proposal considered by our shareholders.

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RESTRICTIONS ON ACQUISITION OF PCSB FINANCIAL

Although the board of directors of PCSB Financial is not aware of any effort that might be made to obtain control of PCSB Financial after the conversion, the board of directors believes that it is appropriate to include certain provisions in PCSB Financial’s articles of incorporation and bylaws to protect the interests of PCSB Financial and its stockholders from takeovers which our board of directors might conclude are not in the best interests of PCSB Financial, its stockholders or PCSB Bank.

The following discussion is a general summary of the material provisions of PCSB Financial’s articles of incorporation and bylaws, PCSB Bank’s stock charter, Maryland corporation 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 PCSB Financial’s articles of incorporation and bylaws and PCSB Bank’s stock charter, reference should be made in each case to the document in question, each of which is part of PCSB Bank’s conversion application filed with the NYSDFS, and except for PCSB Bank’s stock charter, PCSB Financial’s registration statement filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

PCSB Financial’s Articles of Incorporation and Bylaws

PCSB Financial 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 PCSB Financial’s board of directors or management 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. Therefore, it would take at least two annual elections to replace a majority of our directors. The bylaws establish qualifications for board members, including:

• a prohibition on service as a director by a person who is a director, trustee, officer, employee or a 10% stockholder of a competitor of PCSB Bank or any other subsidiary of PCSB Financial;

• a prohibition on service as a director by a person (i) who has been convicted of a crime involving dishonesty or breach of trust that is punishable by imprisonment for a term exceeding one year under state or federal law, (ii) who is currently charged in an information, indictment or other complaint with the commission of or participation in such a crime, or (iii) who has been the subject of a supervisory or enforcement action by a financial or securities regulatory agency that resulted in a cease and desist or other formal order or an agreement or other written statement which is subject to public disclosure by such agency;

• a prohibition on any director who does not confirm in writing that he or she is not party to any agreement or understanding with respect to how he or she would act or vote on any issue or question before the board of directors or that would otherwise impact his or her ability to discharge his or her fiduciary duties as a director;

• a prohibition on any director who does not agree in writing to comply with all of the PCSB Financial policies applicable to directors, in addition to written confirmation that such director is qualified to serve;

• a requirement that any person proposed to serve as director (other than the initial directors and other than directors who are also officers of PCSB Financial or PCSB Bank) have maintained his or her principal residence or principal place of business within 15 miles of an office of PCSB Financial, or a subsidiary of PCSB Financial for a period of at least one year before his or her election or appointment to the board of directors;

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• a prohibition on service as a director by a person who has lost more than one election for service as a director of PCSB Financial; and

• a prohibition on service by nominees or representatives (as defined in applicable Federal Reserve Board regulations) of another person who would not be eligible for service or of an entity the partners or controlling persons of which would not be eligible for service.

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 PCSB Financial provide that its board of directors, when evaluating a transaction that would or may involve a change in control of PCSB Financial (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 PCSB Financial 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 PCSB Financial’s stockholders, including stockholders, if any, who do not participate in the transaction;

• the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, PCSB Financial and its subsidiaries and on the communities in which PCSB Financial 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 PCSB Financial;

• whether a more favorable price could be obtained for PCSB Financial’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 PCSB Financial and its subsidiaries;

• the future value of the stock or any other securities of PCSB Financial 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 PCSB Financial 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.

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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 Chairperson of the Board, the Vice Chairperson of the Board, the Chief Executive Officer, or a majority of the total number of directors that PCSB Financial would have if there were no vacancies on the board of directors, 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. The 10% limit shall not apply if, before the stockholder acquires shares in excess of the 10% limit, the acquisition is approved by a majority of the directors who are not affiliated with the holder and who were members of the board of directors before the time of the acquisition (or who were chosen to fill any vacancy of an otherwise unaffiliated director by a majority of the unaffiliated directors).

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.

Stockholder Nominations and Proposals. The bylaws provide that any stockholder desiring to make a nomination for the election of directors or a proposal for new business at an annual meeting of stockholders must submit written notice to PCSB Financial at least 90 days prior and not earlier than 120 days before the anniversary date of the proxy statement relating to the previous year’s annual meeting. However, if less than 90 days’ prior public disclosure of the date of the meeting is given to stockholders and the date of the annual meeting is advanced by more than 30 days, or delayed by more than 30 days from the anniversary date of the preceding year’s annual meeting, then stockholders must submit written notice to PCSB Financial no later than 10 days following the day on which public disclosure of the date of the meeting is first made.

Authorized but Unissued Shares. After the conversion, PCSB Financial will have authorized but unissued shares of common and preferred stock. See “Description of Capital Stock of PCSB Financial.” The articles of incorporation authorize 200,000,000 shares of common stock and 10,000,000 shares of serial preferred stock. PCSB Financial 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 total number of directors that PCSB Financial would have if there were no vacancies on the board of directors 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 PCSB Financial has the authority to issue. If there is a proposed merger, tender offer or other attempt to gain control of PCSB Financial 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 PCSB Financial. 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 two-thirds of the outstanding

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shares of our voting stock (or a majority of the outstanding shares of our voting stock if the amendment is approved by two-thirds of our board of directors); 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 management of PCSB Financial by the board of directors and 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 prohibition of cumulative voting;

(v) The requirement that at least a majority of the voting power of the stockholders must vote to remove directors, and can only remove directors for cause;

(vi) The ability of the board of directors to amend and repeal the bylaws and the required stockholder vote to amend or repeal the bylaws;

(vii) The ability of the board of directors to evaluate a variety of factors in evaluating offers to purchase or otherwise acquire PCSB Financial;

(viii) The authority of the board of directors to provide for the issuance of preferred stock;

(ix) 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;

(x) The number of stockholders constituting a quorum or required for stockholder consent;

(xi) The provision regarding stockholder proposals and nominations;

(xii) The indemnification of current and former directors and officers, as well as employees and other agents, by PCSB Financial;

(xiii) The limitation of liability of officers and directors to PCSB Financial for money damages; and

(xiv) 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 set forth in (i) through (xii) of this list and the provisions related to amendment of the articles of incorporation and bylaws.

The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of the total number of directors that PCSB Financial would have if there were no vacancies on the board of directors or by the stockholders by the affirmative vote of at least 80% of the votes entitled to be cast in the election of directors (after giving effect to the limitation on voting rights discussed above in “—Limitation of Voting Rights”).

Maryland Corporate Law

Business Combinations. 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

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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 before 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.

Control Share Acquisitions. The Maryland General Corporation Law provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the shares entitled to be voted on the matter, excluding shares of stock owned by the acquiror or by officers or directors who are employees of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiror, or in respect of which the acquiror is able to exercise or direct the exercise of voting power except solely by virtue of a revocable proxy, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

(i) one-tenth or more but less than one-third;

(ii) one-third or more but less than a majority; or

(iii) a majority of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions for shares acquired through descent or distribution, in satisfaction of a pledge or in a merger, consolidation or share exchange to which the corporation is a party. The control share acquisition statute applies to any Maryland corporation with 100 or more beneficial owners of its stock other than a close corporation or an investment company.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and delivery of an “acquiring person statement”), may compel the corporation’s Board of Directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders’ meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement within 10 days following a control share acquisition then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except for those which voting rights have previously been approved) for fair value, determined without regard to the absence of voting rights for the control shares, at the date of the last control share acquisition or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. Moreover, if voting rights for control shares are approved at a stockholders’ meeting and the acquiror becomes entitled to exercise or direct the exercise of

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a majority or more of all voting power, other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The foregoing provisions may be modified by a Maryland corporation’s charter or bylaws. Although PCSB Financial’s bylaws provide that the Maryland Control Share Acquisition law will be inapplicable to acquisitions of the Company’s common stock, this bylaw provision may be repealed at any time by a majority vote of the whole board of directors, in whole or in part, at any time, whether before or after a control share acquisition and may be applied to any prior or subsequent control share acquisition.

PCSB Bank’s Stock Charter

The charter of PCSB Bank provides that for a period of three years from the closing of the conversion and offering, no person (including a group acting in concert) other than PCSB Financial may offer directly or indirectly to acquire the beneficial ownership of more than 10% of any class of equity security of PCSB Bank. This provision does not apply to any tax-qualified employee benefit plan of PCSB Bank or PCSB Financial, or to an underwriter or member of an underwriting or selling group involving the public sale or resale of securities of PCSB Bank or any of its subsidiaries, so long as after the sale or resale, no underwriter or member of the selling group is a beneficial owner, directly or indirectly, of more than 10% of any class of equity securities of PCSB Bank. 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.

Conversion Regulations

NYSDFS regulations provide that, before the completion of the conversion, no person shall make any offer, or any announcement of an offer, to purchase or acquire stock in a converting institution or its holding company in excess of the maximum purchase limitations contained in the converting institution’s approved plan of conversion. The NYSDFS has defined “person” to include any corporation, partnership, trust, unincorporated association, any other entity or natural person. In addition, Federal Reserve Board regulations provide that, except with the prior approval of the Federal Reserve Board, no person for a period of three years following the date the completion of the conversion shall directly or indirectly acquire or offer to acquire the beneficial ownership of more than 10% of any class of capital stock of the converting institution or its holding company.

Change in Control Regulations

Under the Change in Bank Control Act, no person, or group of persons acting in concert, may acquire control of a bank holding company such as PCSB Financial unless the Federal Reserve Board has been given 60 days’ prior written notice and not disapproved the proposed acquisition. The Federal Reserve Board considers several factors in evaluating a notice, including the financial and managerial resources of the acquirer and competitive effects. Control, as defined under the applicable regulations, means the power, directly or indirectly, to direct the management or policies of the company or to vote 25% or more of any class of voting securities of the company. Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where, as will be the case with PCSB Financial, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.

In addition, federal regulations provide that no company may acquire control (as defined in the Bank Holding Company Act) of a bank holding company without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve Board.

DESCRIPTION OF CAPITAL STOCK OF PCSB FINANCIAL

General

PCSB Financial is authorized to issue 200,000,000 shares of common stock, par value of $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. PCSB Financial currently expects to issue up to

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18,786,400 shares of common stock (which number includes 386,400 shares expected to be contributed to the charitable foundation) in the conversion and offering. It will not issue shares of preferred stock in the conversion and offering. Each share of 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 according to the plan of conversion all of the shares of common stock will be duly authorized, fully paid and non-assessable.

The shares of common stock will represent non-withdrawable 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. PCSB Financial can pay dividends on its common stock if, after giving effect to such distribution, (i) it would be able to pay its indebtedness as the indebtedness comes due in the usual course of business and (ii) its total assets exceed the sum of its liabilities and the amount needed, if it 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 upon dissolution. The holders of common stock 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 PCSB Financial 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 will have exclusive voting rights in PCSB Financial. They will elect its 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 common stock, however, will not be entitled or permitted to vote any shares of common stock held in excess of the 10% limit absent certain exceptions discussed previously. If PCSB Financial issues shares of preferred stock, holders of the preferred stock may also possess voting rights. Amendments to the articles of incorporation generally require, in addition to majority approval by the board of directors, a two-thirds approval of the outstanding shares eligible to vote, and certain amendments require the approval of 80% of the outstanding shares eligible to vote.

As a New York stock savings bank, corporate powers and control of PCSB Bank will be vested in its board of directors, who elect the officers of PCSB Bank and who fill any vacancies on the board of directors. Voting rights in PCSB Bank will be vested exclusively in the sole owner of the shares of capital stock of PCSB Bank, which will be PCSB Financial, and voted at the direction of PCSB Financial’s board of directors. Consequently, the holders of the common stock of PCSB Financial will not have direct control of PCSB Bank.

Liquidation. Upon any liquidation, dissolution or winding up of PCSB Bank, PCSB Financial, as the holder of 100% of PCSB Bank’s capital stock, would be entitled to receive all assets of PCSB Bank available for distribution, after payment or provision for payment of all debts and liabilities of PCSB 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. Upon any liquidation, dissolution or winding up of PCSB Financial, 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 PCSB Financial available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock upon any liquidation or dissolution.

Preemptive Rights; Redemption. Holders of the common stock of PCSB Financial 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.

Dissenters’ Rights of Appraisal. PCSB Financial’s articles of incorporation provide that PCSB Financial’s stockholders will not be entitled to dissenters’ rights of appraisal with respect to a merger or consolidation of PCSB

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Financial with another corporation unless the board of directors determines by a resolution approved by a majority of directors then in office that dissenters’ rights shall apply to all or any classes of stock.

Preferred Stock

None of PCSB Financial’s authorized shares of 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. The 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 our common stock is             ,             ,             .

EXPERTS

The consolidated financial statements of PCSB Bank and subsidiaries at June 30, 2016 and 2015 and for the years then ended have been included in this prospectus and in the registration statement of which this prospectus is a part, in reliance on the report of Crowe Horwath LLP, independent registered public accounting firm, which is included herein, 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 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 MATTERS

Luse Gorman, PC, Washington, D.C., counsel to PCSB Financial and PCSB Bank, has issued to PCSB Financial its opinion regarding the legality of the common stock and the federal income tax consequences of the conversion and offering. Crowe Horwath LLP has provided its opinion to us regarding the New York income tax consequences of the conversion and offering. Certain legal matters will be passed upon for Sandler O’Neill & Partners, L.P. by Silver, Freedman, Taff & Tiernan LLP, Washington, D.C.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

PCSB Financial 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’s 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 PCSB Financial. 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.

PCSB Bank has filed with the NYSDFS an application with respect to the conversion. This prospectus omits certain information contained in such application. The conversion application may be inspected, without charge, at the offices of the NYSDFS, One State Street, New York, New York. The plan of conversion is available, upon request, at each of PCSB Bank’s offices.

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In connection with the offering, PCSB Financial will register its common stock under Section 12(b) of the Securities Exchange Act of 1934 and, upon such registration, PCSB Financial 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% shareholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of conversion, PCSB Financial has undertaken that it will not terminate such registration for a period of at least three years following the conversion and offering.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PCSB BANK

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statements of Financial Condition at September 30, 2016 (unaudited), June 30, 2016 and 2015	F-2
Consolidated Statements of Income for the three months ended September 30, 2016 and 2015 (unaudited) and the years ended June 30, 2016 and 2015	F-3
Consolidated Statements of Comprehensive Income for the three months ended September 30, 2016 and 2015 (unaudited) and the years ended June 30, 2016 and 2015	F-4
Consolidated Statements of Changes in Equity for the three months ended September 30, 2016 and the years ended June 30, 2016 and 2015	F-5
Consolidated Statements of Cash Flows for the three months ended September 30, 2016 and 2015 (unaudited) and the years ended June 30, 2016 and 2015	F-6
Notes to Consolidated Financial Statements	F-8

This prospectus does not include separate financial statements for PCSB Financial because it has not engaged in any significant activities, has no significant assets, and has no contingent liabilities, revenues or expenses.

All financial statement schedules are omitted because the required information either is inapplicable or is included in the financial statements or related notes.

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Report of Independent Registered Public Accounting Firm

Board of Trustees

PCSB Bank and Subsidiaries

Brewster, New York

We have audited the accompanying consolidated statements of financial condition of PCSB Bank and Subsidiaries (the “Bank”) as of June 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 the Bank as of June 30, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

     /s/ Crowe Horwath LLP

Crowe Horwath LLP

Livingston, New Jersey

October 25, 2016

F-1

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands)

	September 30,			June 30,
	2016			2016			2015
	(unaudited)
ASSETS
Cash and due from banks	$	56,181		$	36,258		$	73,367
Federal funds sold		4,242			5,320			4,394
Total cash and cash equivalents		60,423			41,578			77,761
Securities:
Held to maturity, at amortized cost (fair value of $268,247, $273,317 and $270,177, respectively)		265,071			270,679			269,913
Available-for-sale securities, at fair value		109,591			112,351			84,943
Total securities		374,662			383,030			354,856
Loans receivable, net of allowance for loan losses of $4,065, $4,042 and $3,921, respectively		763,915			782,336			727,134
Accrued interest receivable		3,287			3,361			3,234
Federal Home Loan Bank (FHLB) stock		1,641			2,047			1,719
Bank premises and equipment, net		10,818			10,774			7,979
Deferred tax asset, net		5,435			6,164			4,884
Other real estate owned (OREO)		1,059			905			368
Bank owned life insurance (BOLI)		22,724			22,557			10,824
Goodwill		6,106			6,106			5,843
Other intangible assets, net		666			702			860
Other assets		3,708			2,511			5,288
Total assets	$	1,254,444		$	1,262,071		$	1,200,750
LIABILITIES AND EQUITY
Liabilities
Deposits
Interest bearing deposits	$	981,083		$	990,032		$	930,864
Noninterest bearing deposits		135,754			122,663			129,641
Total deposits		1,116,837			1,112,695			1,060,505
Mortgages escrow funds		4,204			7,023			6,638
Federal Home Loan Bank advances		11,051			20,081			14,000
Other liabilities		10,846			12,323			9,336
Total liabilities		1,142,938			1,152,122			1,090,479
Equity
Retained earnings		119,375			117,919			114,993
Accumulated other comprehensive loss, net of income taxes		(7,869	)		(7,970	)		(4,722	)
Total equity		111,506			109,949			110,271
Total liabilities and equity	$	1,254,444		$	1,262,071		$	1,200,750

See accompanying notes to consolidated financial statements.

F-2

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

	Three Months Ended September 30,				Years Ended June 30,
	2016		2015		2016		2015
	(unaudited)
Interest and dividend income
Loans	$	8,525	$	8,158	$	32,832	$	23,245
Securities		1,480		1,447		5,897		5,360
Federal funds sold and other		104		58		315		222
Total interest and dividend income		10,109		9,663		39,044		28,827
Interest expense
Deposits		1,267		1,116		4,562		3,783
Mortgages escrow funds		17		15		51		29
Federal Home Loan Bank advances		50		48		199		72
Total interest expense		1,334		1,179		4,812		3,884
Net interest income		8,775		8,484		34,232		24,943
Provision for loan losses		26		41		1,859		1,326
Net interest income after provision for loan losses		8,749		8,443		32,373		23,617
Non-interest income
Fees and service charges		242		256		1,053		955
Earnings from cash surrender value of BOLI		167		75		458		297
Other		143		97		440		315
Total non-interest income		552		428		1,951		1,567
Non-interest expense
Salaries and employee benefits		4,250		4,117		16,961		13,666
Occupancy and equipment		1,291		1,095		5,122		4,018
FDIC assessment		215		217		888		709
Professional fees		309		353		1,644		976
Postage, printing, stationary and supplies		133		167		681		460
Advertising		139		43		388		332
Merger and acquisition related expenses		—		122		790		1,147
Amortization of intangible assets		36		40		158		27
Other operating expenses		825		893		3,633		2,639
Total non-interest expense		7,198		7,047		30,265		23,974
Income before income tax expense		2,103		1,824		4,059		1,210
Income tax expense		647		568		1,133		702
Net income	$	1,456	$	1,256	$	2,926	$	508

See accompanying notes to consolidated financial statements.

F-3

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Three Months Ended September 30,				Years Ended June 30,
	2016		2015		2016			2015
	(unaudited)
Net income	$	1,456	$	1,256	$	2,926		$	508
Other comprehensive income (loss)
Unrealized gains (losses) on securities
Unrealized holding gain (loss) arising during the period		154		318		255			(159	)
Less tax effect		53		127		55			(64	)
Net of tax		101		191		200			(95	)
Defined benefit pension and SERP plans
Net loss arising during the period		—		—		(4,933	)		(2,807	)
Reclassification adjustment for amortization of prior service cost and net gain (loss) included in salaries and employee benefits expense		—		—		482			(142	)
Less tax effect		—		—		(1,003	)		(1,168	)
Net of tax		—		—		(3,448	)		(1,781	)
Total other comprehensive income (loss)		101		191		(3,248	)		(1,876	)
Comprehensive income (loss)	$	1,557	$	1,447	$	(322	)	$	(1,368	)

See accompanying notes to consolidated financial statements.

F-4

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended September 30, 2016 (unaudited) and Years ended June 30, 2016 and 2015

(In thousands)

	Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
Balance at July 1, 2014	$	114,485	$	(2,846	)	$	111,639
Net income		508		—			508
Other comprehensive loss		—		(1,876	)		(1,876	)
Balance at June 30, 2015		114,993		(4,722	)		110,271
Net income		2,926		—			2,926
Other comprehensive loss		—		(3,248	)		(3,248	)
Balance at June 30, 2016		117,919		(7,970	)		109,949
Net income		1,456		—			1,456
Other comprehensive income		—		101			101
Balance at September 30, 2016 (unaudited)	$	119,375	$	(7,869	)	$	111,506

See accompanying notes to consolidated financial statements.

F-5

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended September 30,						Years Ended June 30,
	2016			2015			2016			2015
	(unaudited)
Cash flows from operating activities
Net income	$	1,456		$	1,256		$	2,926		$	508
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan losses		26			41			1,859			1,326
Depreciation and amortization		347			291			1,265			752
Amortization of net premiums on securities and net deferred loan origination costs		299			234			943			971
Deferred income tax expense, net of valuation reserve		677			50			1,299			586
Net decrease (increase) in accrued interest receivable		74			(58	)		(127	)		45
Net gain on sale of OREO		(30	)		(3	)		(9	)		(1	)
Write-downs on OREO		—			—			30			87
Earnings from cash surrender value of BOLI		(167	)		(75	)		(458	)		(297	)
Net accretion of purchase accounting adjustments		(243	)		(386	)		(1,352	)		(132	)
Other adjustments, principally net changes in other assets and liabilities		(2,675	)		745			(431	)		(2,203	)
Net cash (used in) provided by operating activities		(236	)		2,095			5,945			1,642
Cash flows from investing activities
Purchases of securities:
Held to maturity		(22,334	)		(27,985	)		(112,896	)		(94,178	)
Available for sale		(10,269	)		(15,997	)		(56,420	)		(25,952	)
Proceeds from maturities, calls and sales of securities:
Held to maturity		27,805			33,911			107,656			97,971
Available for sale		13,109			5,986			33,058			44,996
Disbursements for loan originations, net of principal repayments		18,102			(31	)		(14,314	)		(3,221	)
Purchase of loans		—			(7,644	)		(43,981	)		(3,638	)
Acquisition, net cash paid		—			—			—			(20,649	)
Net redemption (purchase) of FHLB stock		406			(585	)		(328	)		1,167
Purchase of bank premises and equipment		(355	)		(855	)		(3,902	)		(549	)
Purchase of BOLI		—			—			(11,275	)		—
Proceeds from sale of OREO		254			159			1,030			183
Net cash provided by (used in) investing activities		26,718			(13,041	)		(101,372	)		(3,870	)
Cash flows from financing activities
Net increase (decrease) in deposits		4,212			(4,869	)		52,778			(4,274	)
Proceeds from Federal Home Loan Bank advances		—			20,000			24,100			20,000
Repayment of Federal Home Loan Bank advances		(9,030	)		(7,000	)		(18,019	)		(42,050	)
Net (decrease) increase in mortgage escrow funds		(2,819	)		(3,141	)		385			1,063
Net cash (used in) provided by financing activities		(7,637	)		4,990			59,244			(25,261	)
Net increase (decrease) in cash and cash equivalents		18,845			(5,956	)		(36,183	)		(27,489	)
Cash and cash equivalents at beginning of period		41,578			77,761			77,761			105,250
Cash and cash equivalents at end of period	$	60,423		$	71,805		$	41,578		$	77,761

See accompanying notes to consolidated financial statements.

F-6

PCSB BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Continued)

	Three Months Ended September 30,				Years Ended June 30,
	2016		2015		2016			2015
	(unaudited)
Supplemental information
Interest payments	$	1,351	$	1,174	$	4,814		$	3,832
Income tax payments, net of refunds		134		36		(351	)		424
Loans transferred to OREO		378		320		1,575			243
Acquisition of noncash assets and liabilities
Assets acquired		—		—		—			264,101
Liabilities assumed		—		—		—			249,295

See accompanying notes to consolidated financial statements.

F-7

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PCSB Bank (“the Bank”) is a community-oriented financial institution that provides financial services to individuals and businesses within its market area of Putnam, Southern Dutchess, Rockland and Westchester counties in New York. The Bank is a state-chartered mutual savings bank and its deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (FDIC). The Bank’s primary regulators are the FDIC and the New York State Department of Financial Services.

Merger with CMS Bancorp: On April 28, 2015, CMS Bancorp and CMS Bank merged with and into PCSB Bank.

Basis of Presentation: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, and include the accounts of the Bank and its three subsidiaries – PCSB Funding Corp., PCSB Commercial Bank and PCSB Realty Ltd. PCSB Funding Corp. is a real estate investment trust that holds certain mortgage assets. PCSB Commercial Bank is a state-chartered commercial bank authorized to accept the deposits of local governments in New York State. PCSB Realty Ltd. is a corporation that holds certain properties foreclosed upon by the Bank. All significant intercompany transactions and balances have been eliminated in consolidation.

The unaudited consolidated financial statements for the three months ended September 30, 2016 and 2015 reflect 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 annualized results of operations for the three months ended September 30, 2016 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, and interest bearing deposits in other financial institutions.

Securities: Certain debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. All other debt and equity securities are classified as available for sale. The Bank has no trading securities.

Securities available for sale are reported at fair value. Unrealized gains and losses on securities available for sale are excluded from earnings and reported as accumulated other comprehensive income or loss (a separate component of equity), net of related income taxes.

Premiums and discounts on debt securities are amortized to interest income on a level-yield basis over the terms of the securities. Realized gains and losses on sales of securities are determined based on the amortized cost of the specific securities sold.

(Continued)

F-8

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Management evaluates securities for other-than-temporary impairment (OTTI) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

Loans: The Bank originates mortgage loans generally secured by existing single-family residential and commercial real estate properties and, to a lesser extent, properties under construction and development. The Bank also originates commercial business loans and certain types of consumer loans. A substantial portion of the Bank’s loan portfolio is secured by real estate properties located in the New York counties of Putnam, Westchester, and Dutchess, and to a lesser extent, New York City and the adjacent New York counties of Orange and Rockland. The ability of the Bank’s borrowers to make principal and interest payments is dependent upon, among other things, the level of overall economic activity and the real estate market conditions prevailing within the Bank’s concentrated lending area.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, unamortized purchase premiums and discounts, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Interest income on loans is discontinued at the time the loan is ninety days delinquent unless the loan is well secured and in process of collection. Loan purchase premiums and discounts are amortized over the contractual term of the loans. When loans are placed on non-accrual status, previously accrued but unpaid interest is reversed from income. Interest received on non-accrual loans is generally applied directly against the principal balance. Loans are returned to accrual status when all the principal and interest contractually due are brought current and future payments are reasonably assured.

Loan origination fees and certain direct loan origination costs are deferred and amortized to interest income as an adjustment to yield over the contractual term of the loans. Unamortized fees and costs on prepaid loans are recognized in interest income at the time of prepayment.

Purchased Credit Impaired Loans: The Bank purchases individual loans and groups of loans, some of which have shown evidence of credit deterioration since origination. These purchased credit impaired loans are recorded at the amount paid, such that there is no carryover of the seller’s allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses.

(Continued)

F-9

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Such purchased credit impaired loans are accounted for individually or aggregated into pools of loans based on common risk characteristics, such as credit score, loan type, and date of origination. The Bank estimates the amount and timing of expected cash flows for each loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s or pool’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded as a provision for loan losses. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred loan losses. The allowance for loan losses is increased by provisions for loan losses charged to income. Losses are charged to the allowance for loan losses when all or a portion of a loan is deemed to be uncollectible. Recoveries of loans previously charged off are credited to the allowance when realized. In management’s judgment, the allowance for loan losses is adequate to absorb probable incurred losses in the existing loan portfolio.

Establishing the allowance for loan losses involves significant management judgments utilizing the best information available at the time. Those judgments are subject to further review by the Bank’s regulators. Future adjustments to the allowance for loan losses may be necessary based on changes in economic and real estate market conditions, further information obtained regarding known problem loans, the identification of additional problem loans, and other factors.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired.

A loan is considered impaired when, based on current information and events, it is probable that the Bank 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 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 loans evaluated under the Bank’s normal loan review procedures. Smaller balance homogeneous loans are collectively evaluated for impairment (such as one-to-four family residential mortgage loans and consumer loans). Loans evaluated on an individual basis for impairment may be measured by 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.

The Bank’s impaired loans are generally collateral dependent. If the fair value of an impaired loan is less than its recorded investment, an impairment allowance is recognized and included in the allowance for loan losses.

(Continued)

F-10

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Bank determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component of the allowance covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Bank over a thirty-six month period, with heaviest weight placed on the most recent periods. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: lending policies, underwriting, charge-off and collection procedures; national and local economic trends and conditions; trends in nature and volume of the loan portfolio; experience, ability, and depth of lending management and other relevant staff; trends in delinquencies, classified loans and restructurings; quality of the loan review system and Board oversight; value of underlying collateral for collateral dependent loans; existence and effect of concentrations and levels; and effects of external factors, such as competition, legal and regulatory factors. The following portfolio segments have been identified: residential, other loans secured, commercial mortgage, construction, commercial, home equity and consumer and installment loans.

The risk characteristics of each of the identified portfolio segments are as follows:

Residential Loans – residential loans are generally made on the basis of the borrower’s ability to make repayment from his or her employment income or other income, and are secured by real property whose value tends to be more easily ascertainable. Repayment of residential loans is subject to adverse employment conditions in the local economy leading to increased default rate and decreased market values from oversupply in a geographic area. In general, these loans depend on the borrower’s continuing financial stability and, therefore, are likely to be adversely affected by various factors, including job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Other Loans Secured – other loans secured by real estate are commercial loans extended for business purposes where a lien is recorded on real estate as collateral in addition to the business assets. Commercial loans are generally of higher risk than other types of loans as repayment is dependent on the borrower’s ability through business activities to generate sufficient cash flow to repay the loan. However, these loans carry less risk than commercial loans as the real estate collateral provides an additional source of repayment of the debt through the sale of the real estate in the event business conditions erode the borrowers’ capability to repay the debt through cash flow. In addition, the sale of the collateral property would require that any sales proceeds be applied to repay the Bank’s loan in order to satisfy the recorded lien.

(Continued)

F-11

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Commercial Mortgage Loans – commercial and multifamily real estate loans are secured by multifamily and nonresidential real estate and generally have larger balances and involve a greater degree of risk than residential real estate loans. Repayment of commercial and multifamily real estate loans depend on the global cash flow analysis of the borrower and the net operating income of the property, the borrower’s expertise, credit history and profitability, and the value of the underlying property. Of primary concern in commercial real estate lending is the borrower’s creditworthiness and the cash flow generated from the property securing the loan. As a result, repayment of such loans may be subject, to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. Commercial and multifamily real estate is also subject to adverse market conditions that cause a decrease in market value or lease rates, obsolescence in location or function and market conditions associated with over supply of units in a specific region.

Construction Loans – construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, additional funds may be required to be advanced in excess of the amount originally committed to permit completion of the building. If the estimate of value proves to be inaccurate, the value of the building may be insufficient to assure full repayment if liquidation is required. If foreclosure is required on a building before or at completion due to a default, there can be no assurance that all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs will be recovered.

Commercial Loans – commercial loans are generally of higher risk than other types of loans 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 loans may depend substantially on the success of the business itself. Furthermore, any collateral securing such loans may depreciate over time, may be difficult to appraise, and may fluctuate in value.

Home Equity Lines of Credit – home equity lines of credit consist of both fixed and variable interest rate products. These are primarily home equity loans to residential mortgage customers within the footprint of the primary lending territory. These loans generally will not exceed a combined (i.e., first and second mortgage) loan-to-value ratio of 75 percent at origination.

Consumer and Installment Loans – consumer and other loans generally have shorter terms and higher interest rates than one-to-four family mortgage loans. In addition, consumer and other loans expand the products and services we offer to better meet the financial services needs of our customers. Consumer and other loans generally involve greater credit risk than residential mortgage loans because of the difference in the underlying collateral. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage to, loss of, or depreciation in the underlying collateral. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections depend on the borrower’s personal financial stability. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

(Continued)

F-12

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Real Estate Owned (OREO): Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Federal Home Loan Bank (FHLB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Bank Premises and Equipment: Bank premises and equipment are reported at cost less accumulated depreciation and amortization, except for land which is carried at cost. Depreciation expense is recognized on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is recognized on a straight-line basis over the term of the lease or the life of the improvement, whichever is shorter. Costs incurred to improve or extend the life of the existing assets are capitalized. Repairs and maintenance, as well as renewals and replacements of a routine nature, are charged to expense as incurred.

Bank Owned Life Insurance (BOLI): BOLI policies are reflected on the consolidated statements of financial condition at cash surrender value, net of any deferred fees or loans. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income on the consolidated statements of income and are not subject to income taxes.

Goodwill and Other Intangible Assets: Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Bank has selected March 31st as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

Other intangible assets, consisting of a core deposit intangible asset arising from a whole bank acquisition, are amortized on an accelerated method over their estimated useful lives of 10 years.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

(Continued)

F-13

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes: Income tax expense is the total of current period income tax due or refundable and the change in net deferred tax assets. Deferred tax assets and liabilities are recognized for the estimated future tax effects attributable to “temporary differences” between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets are reduced by a valuation allowance if, based on an analysis of available evidence, management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Adjustments to increase or decrease the valuation allowance are charged or credited, respectively, to income tax expense.

Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in future years. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the period that includes the enactment date of the change.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Bank recognizes interest and/or penalties related to income tax matters in income tax expense.

Retirement Plans: Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) expense is the amount of matching contributions. Supplemental retirement plan expense allocates the benefits over years of service.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Segment Reporting: While management monitors the revenue streams of the various products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a Bank-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Reclassifications: Certain prior period amounts have been reclassified to conform to the current presentation. Reclassifications had no effect on prior period net income or equity.

(Continued)

F-14

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 2 – SECURITIES

The fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2016 (unaudited)
U. S. Government and agency obligations	$	60,408	$	217	$	(30	)	$	60,595
Corporate and other debt securities		8,500		219		—			8,719
Mortgage-backed securities - residential		39,688		582		(42	)		40,228
Equity securities		49		—		—			49
Total available for sale	$	108,645	$	1,018	$	(72	)	$	109,591
June 30, 2016
U. S. Government and agency obligations	$	65,953	$	204	$	(25	)	$	66,132
Corporate and other debt securities		8,514		132		—			8,646
Mortgage-backed securities - residential		37,043		542		(61	)		37,524
Equity securities		49		—		—			49
Total available for sale	$	111,559	$	878	$	(86	)	$	112,351
June 30, 2015
U. S. Government and agency obligations	$	47,036	$	36	$	(155	)	$	46,917
Corporate and other debt securities		4,530		—		(121	)		4,409
Mortgage-backed securities - residential		32,791		788		(11	)		33,568
Equity securities		49		—		—			49
Total available for sale	$	84,406	$	824	$	(287	)	$	84,943

(Continued)

F-15

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 2 – SECURITIES (Continued)

The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity were as follows (in thousands):

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
September 30, 2016 (unaudited)
U. S. Government and agency obligations	$	139,572	$	308	$	(24	)	$	139,856
Mortgage-backed securities – residential		71,052		1,684		(21	)		72,715
Mortgage-backed securities – commercial mortgage obligations		32,856		384		(44	)		33,196
Mortgage-backed securities – commercial		21,591		889		—			22,480
Total held to maturity	$	265,071	$	3,265	$	(89	)	$	268,247
June 30, 2016
U. S. Government and agency obligations	$	145,896	$	357	$	(51	)	$	146,202
Mortgage-backed securities – residential		72,842		1,342		(45	)		74,139
Mortgage-backed securities – commercial mortgage obligations		30,268		350		(38	)		30,580
Mortgage-backed securities – commercial		21,673		723		—			22,396
Total held to maturity	$	270,679	$	2,772	$	(134	)	$	273,317
June 30, 2015
U. S. Government and agency obligations	$	169,027	$	340	$	(300	)	$	169,067
Corporate and other debt securities		226		1		—			227
Mortgage-backed securities – residential		59,675		585		(442	)		59,818
Mortgage-backed securities – commercial mortgage obligations		21,150		105		(157	)		21,098
Mortgage-backed securities – commercial		19,835		204		(72	)		19,967
Total held to maturity	$	269,913	$	1,235	$	(971	)	$	270,177

The Bank did not sell any securities during the three months ended September 30, 2016 or 2015 or the year ended June 30, 2016. During the year ended June 30, 2015, the Bank sold 10 securities classified as available for sale with a carrying amount of $23.7 million, recognizing no gains or losses.

(Continued)

F-16

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 2 – SECURITIES (Continued)

The following table presents the fair value and carrying amount of debt securities at September 30, 2016 and June 30, 2016, by contractual maturity (in thousands). Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

	Held to Maturity				Available For Sale
	Carrying Amount		Fair Value		Amortized Cost		Fair Value
September 30, 2016 (unaudited)
Due in one year or less	$	25,484	$	25,526	$	20,999	$	21,017
Due from one to five years		106,035		106,168		39,909		40,161
Due from five to ten years		—		—		5,122		5,264
Due after ten years		8,053		8,162		2,878		2,873
Mortgage-backed securities		125,499		128,391		39,688		40,227
Total	$	265,071	$	268,247	$	108,596	$	109,542
June 30, 2016
Due in one year or less	$	22,005	$	22,033	$	19,490	$	19,495
Due from one to five years		118,946		119,120		46,902		47,149
Due from five to ten years		632		637		5,127		5,187
Due after ten years		4,313		4,412		2,948		2,947
Mortgage-backed securities		124,783		127,115		37,043		37,524
Total	$	270,679	$	273,317	$	111,510	$	112,302

Securities pledged at September, 30, 2016, June 30, 2016 and 2015 had carrying amounts of $79.6 million, $93.1 million and $96.7 million, respectively, and were pledged principally to secure FHLB advances and public deposits.

(Continued)

F-17

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 2 – SECURITIES (Continued)

Securities with unrealized losses at September 30, 2016, June 30, 2016 and 2015, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (in thousands):

	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
September 30, 2016 (unaudited)
Available for sale
U. S. Government and agency obligations	$	12,350	$	(29	)	$	1,007	$	(1	)	$	13,357	$	(30	)
Mortgage-backed securities – residential		7,608		(37	)		551		(5	)		8,159		(42	)
Total available for sale	$	19,958	$	(66	)	$	1,558	$	(6	)	$	21,516	$	(72	)
Held to maturity
U.S. Government and agency obligations	$	20,010	$	(23	)	$	1,999	$	(1	)	$	22,009	$	(24	)
Mortgage-backed securities – residential		5,106		(21	)		—		—			5,106		(21	)
Mortgage-backed securities – commercial mortgage obligations		5,924		(26	)		3,540		(18	)		9,464		(44	)
Total held to maturity	$	31,040	$	(70	)	$	5,539	$	(19	)	$	36,579	$	(89	)
June 30, 2016
Available for sale
U. S. Government and agency obligations	$	19,462	$	(22	)	$	1,007	$	(3	)	$	20,469	$	(25	)
Mortgage-backed securities – residential		11,912		(52	)		676		(9	)		12,588		(61	)
Total available for sale	$	31,374	$	(74	)	$	1,683	$	(12	)	$	33,057	$	(86	)
Held to maturity
U.S. Government and agency obligations	$	22,000	$	(44	)	$	7,993	$	(7	)	$	29,993	$	(51	)
Mortgage-backed securities – residential		6,886		(19	)		4,895		(26	)		11,781		(45	)
Mortgage-backed securities – commercial mortgage obligations		4,420		(20	)		1,333		(18	)		5,753		(38	)
Total held to maturity	$	33,306	$	(83	)	$	14,221	$	(51	)	$	47,527	$	(134	)

(Continued)

F-18

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 2 – SECURITIES (Continued)

	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
June 30, 2015
Available for sale
U. S. Government and agency obligations	$	14,925	$	(82	)	$	8,938	$	(73	)	$	23,863	$	(155	)
Corporate and other debt securities		4,409		(121	)		—		—			4,409		(121	)
Mortgage-backed securities – residential		3,733		(7	)		1,076		(4	)		4,809		(11	)
Total available for sale	$	23,067	$	(210	)	$	10,014	$	(77	)	$	33,081	$	(287	)
Held to maturity
U.S. Government and agency obligations	$	26,174	$	(71	)	$	42,759	$	(229	)	$	68,933	$	(300	)
Mortgage-backed securities – residential		21,835		(152	)		11,254		(290	)		33,089		(442	)
Mortgage-backed securities – commercial mortgage obligations		5,097		(106	)		1,545		(51	)		6,642		(157	)
Mortgage-backed securities – commercial		4,403		(50	)		1,605		(22	)		6,008		(72	)
Total held to maturity	$	57,509	$	(379	)	$	57,163	$	(592	)	$	114,672	$	(971	)

As of September 30, 2016, the Bank’s security portfolio consisted of $374.7 million in securities, of which 37 securities with a fair value of $58.1 million were in an unrealized loss position. The majority of unrealized losses are related to the Bank’s U.S. Government and agency obligations and mortgage-backed securities.

As of June 30, 2016, the Bank’s security portfolio consisted of $383.0 million in securities, of which 52 securities with a fair value of $80.6 million were in an unrealized loss position. The majority of unrealized losses are related to the Bank’s U.S. Government and agency obligations and mortgage-backed securities.

As of June 30, 2015, the Bank’s security portfolio consisted of $354.9 million in securities, of which 90 securities with a fair value of $147.8 million were in an unrealized loss position. The majority of unrealized losses are related to the Bank’s U.S. Government and agency obligations and mortgage-backed securities.

There were no securities for which the Bank believes it is not probable that it will collect all amounts due according to the contractual terms of the security as of September 30, 2016. The unrealized losses are a result of a change in interest rates. The Bank has determined that it does not intend to sell, or it is not more likely than not that it will be required to sell, its securities that are in an unrealized loss position prior to the recovery of its amortized cost basis. Therefore, the Bank did not consider any securities to be other-than-temporarily impaired as of September 30, 2016.

(Continued)

F-19

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE

Loans receivable are summarized as follows (in thousands):

	September 30,			June 30,
	2016			2016			2015
	(unaudited)
Mortgage Loans
Residential	$	222,750		$	226,073		$	240,448
Commercial		375,896			385,827			324,574
Construction		28,802			25,050			11,886
Net deferred loan origination costs		319			319			187
		627,767			637,269			577,095
Commercial and consumer loans
Commercial loans		33,823			40,607			48,054
Other loans secured		48,781			49,993			51,645
Home equity lines of credit		40,396			41,180			40,605
Consumer and installment loans		16,407			16,476			12,858
Net deferred loan origination costs		806			853			798
		140,213			149,109			153,960
Total loans receivable		767,980			786,378			731,055
Allowance for loan losses		(4,065	)		(4,042	)		(3,921	)
Loans receivable, net	$	763,915		$	782,336		$	727,134

The Bank did not purchase any loans for the three months ended September 30, 2016. The Bank purchased $44.0 million of commercial mortgage and construction loans for the year ended June 30, 2016. Exclusive of the CMS Bank acquisition, the Bank purchased $3.6 million of loans in 2015.

(Continued)

F-20

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2016 and 2015 and the years ended June 30, 2016 and 2015 (in thousands):

	Residential Mortgages			Commercial Mortgages			Construction Loans		Commercial Loans			Other Loans Secured			Home Equity Lines of Credit			Consumer and Installment		Total
September 30, 2016 (unaudited)
Originated loans:
Beginning balance	$	237		$	2,149		$	269	$	604		$	397		$	73		$	313	$	4,042
Provision		(69	)		(46	)		33		(218	)		190			(3	)		101		(12	)
Loan (charge-offs)		—			—			—		—			(324	)		—			—		(324	)
Recoveries		70			18			—		173			98			—			—		359
Total ending allowance balance	$	238		$	2,121		$	302	$	559		$	361		$	70		$	414	$	4,065
Acquired loans:
Beginning balance	$	—		$	—		$	—	$	—		$	—		$	—		$	—	$	—
Provision		38			—			—		—			—			—			—		38
Loan (charge-offs)		(38	)		—			—		—			—			—			—		(38	)
Recoveries		—			—			—		—			—						—		—
Total ending allowance balance	$	—		$	—		$	—	$	—		$	—		$	—		$	—	$	—
Total loans:
Beginning balance	$	237		$	2,149		$	269	$	604		$	397		$	73		$	313	$	4,042
Provision		(31	)		(46	)		33		(218	)		190			(3	)		101		26
Loan (charge-offs)		(38	)		—			—		—			(324	)		—			—		(362	)
Recoveries		70			18			—		173			98			—			—		359
Total ending allowance balance	$	238		$	2,121		$	302	$	559		$	361		$	70		$	414	$	4,065

(Continued)

F-21

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	Residential Mortgages			Commercial Mortgages			Construction Loans			Commercial Loans			Other Loans Secured			Home Equity Lines of Credit			Consumer and Installment			Total
September 30, 2015
Originated loans:
Beginning balance	$	193		$	1,766		$	100		$	1,266		$	416		$	69		$	111		$	3,921
Provision		(6	)		123			(188	)		97			(7	)		(4	)		26			41
Loan (charge-offs)		—			—			—			(188	)		—			—			(14	)		(202	)
Recoveries		—			—			192			—			—			—			—			192
Total ending allowance balance	$	187		$	1,889		$	104		$	1,175		$	409		$	65		$	123		$	3,952
June 30, 2016
Originated loans:
Beginning balance	$	193		$	1,766		$	100		$	1,266		$	416		$	69		$	111		$	3,921
Provision		444			215			(23	)		1,006			(19	)		28			208			1,859
Loan (charge-offs)		(400	)		(10	)		—			(1,668	)		—			(24	)		(31	)		(2,133	)
Recoveries		—			178			192			—			—						25			395
Total ending allowance balance	$	237		$	2,149		$	269		$	604		$	397		$	73		$	313		$	4,042
June 30, 2015
Originated loans:
Beginning balance	$	219		$	1,622		$	828		$	516		$	564		$	186		$	122		$	4,057
Provision		144			497			(401	)		1,221			(148	)		(80	)		93			1,326
Loan (charge-offs)		(175	)		(361	)		(327	)		(1,181	)		—			(43	)		(104	)		(2,191	)
Recoveries		5			8			—			710			—			6			—			729
Total ending allowance balance	$	193		$	1,766		$	100		$	1,266		$	416		$	69		$	111		$	3,921

Loans acquired in 2015 did not incur any charge-offs or recoveries or result in additional provision for loss as of June 30, 2016 or 2015.

(Continued)

F-22

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

The following tables present the balance in the allowance for loan losses and the recorded investment in loans, excluding net deferred fees and accrued interest due to immateriality, by portfolio segment, and based on impairment method as of September 30, 2016, June 30, 2016 and 2015 (in thousands):

	Residential Mortgages		Commercial Mortgages		Construction Loans		Commercial Loans		Other Loans Secured		Home Equity Lines of Credit		Consumer and Installment		Total
September 30, 2016 (unaudited)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	84	$	3	$	—	$	—	$	175	$	262
Collectively evaluated for impairment		238		2,121		218		556		361		70		239		3,803
Acquired with deteriorated credit quality		—		—		—		—		—		—		—		—
Total ending allowance balance	$	238	$	2,121	$	302	$	559	$	361	$	70	$	414	$	4,065
Loans:
Loans individually evaluated for impairment	$	4,876	$	5,447	$	144	$	924	$	5,537	$	674	$	349	$	17,951
Loans collectively evaluated for impairment		216,569		368,666		28,658		32,899		43,244		39,542		15,984		745,562
Loans acquired with deteriorated credit quality		1,305		1,783		—		—		—		180		74		3,342
Total ending loans balance	$	222,750	$	375,896	$	28,802	$	33,823	$	48,781	$	40,396	$	16,407	$	766,855

(Continued)

F-23

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	Residential Mortgages		Commercial Mortgages		Construction Loans		Commercial Loans		Other Loans Secured		Home Equity Lines of Credit		Consumer and Installment		Total
June 30, 2016
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	83	$	—	$	2	$	—	$	175	$	260
Collectively evaluated for impairment		237		2,149		186		604		395		73		138		3,782
Acquired with deteriorated credit quality		—		—		—		—		—		—		—		—
Total ending allowance balance	$	237	$	2,149	$	269	$	604	$	397	$	73	$	313	$	4,042
Loans:
Loans individually evaluated for impairment	$	5,483	$	9,277	$	144	$	2,494	$	6,465	$	417	$	585	$	24,865
Loans collectively evaluated for impairment		219,310		374,772		24,906		38,113		43,528		40,583		15,807		757,019
Loans acquired with deteriorated credit quality		1,280		1,778		—		—		—		180		84		3,322
Total ending loans balance	$	226,073	$	385,827	$	25,050	$	40,607	$	49,993	$	41,180	$	16,476	$	785,206

(Continued)

F-24

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	Residential Mortgages		Commercial Mortgages		Construction Loans		Commercial Loans		Other Loans Secured		Home Equity Lines of Credit		Consumer and Installment		Total
June 30, 2015
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	34	$	—	$	675	$	—	$	—	$	29	$	738
Collectively evaluated for impairment		193		1,732		100		591		416		69		82		3,183
Acquired with deteriorated credit quality		—		—		—		—		—		—		—		—
Total ending allowance balance	$	193	$	1,766	$	100	$	1,266	$	416	$	69	$	111	$	3,921
Loans:
Loans individually evaluated for impairment	$	7,082	$	9,422	$	2,020	$	4,617	$	10,677	$	438	$	380	$	34,636
Loans collectively evaluated for impairment		231,396		313,414		9,866		43,437		40,968		39,985		12,355		691,421
Loans acquired with deteriorated credit quality		1,970		1,738		—		—		—		182		123		4,013
Total ending loans balance	$	240,448	$	324,574	$	11,886	$	48,054	$	51,645	$	40,605	$	12,858	$	730,070

(Continued)

F-25

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

The following table presents information related to loans individually evaluated for impairment (excluding loans acquired with deteriorated credit quality) by class of loans as of and for the three months ended September 30, 2016 and years ended June 30, 2016 and 2015 (in thousands):

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
September 30, 2016 (unaudited)
With no related allowance recorded:
Residential mortgages	$	5,068	$	4,876	$	—	$	5,044	$	27	$	46
Commercial mortgages		6,431		5,447		—		7,341		88		97
Construction		12		12		—		12		—		—
Commercial loans		2,114		832		—		1,644		1		1
Other loans secured		6,697		5,537		—		5,954		80		111
Home equity lines of credit		694		674		—		545		5		(3	)
Consumer and installment		78		—		—		118		—		—
With an allowance recorded:
Construction		1,324		132		84		132		—		—
Other loans secured		92		92		3		93		1		(1	)
Consumer and installment		353		349		175		349		—		—
Total	$	22,863	$	17,951	$	262	$	21,232	$	202	$	251
June 30, 2016
With no related allowance recorded:
Residential mortgages	$	5,683	$	5,483	$	—	$	6,434	$	53	$	72
Commercial mortgages		9,947		9,277		—		12,253		504		485
Construction		12		12		—		393		7		7
Commercial loans		5,250		2,494		—		3,781		6		7
Other loans secured		7,762		6,408		—		6,901		159		201
Home equity lines of credit		445		417		—		692		—		1
Consumer and installment		314		236		—		322		—		2
With an allowance recorded:
Construction		1,324		132		83		132		—		—
Other loans secured		57		57		2		35		2		1
Consumer and installment		353		349		175		70		10		10
Total	$	31,147	$	24,865	$	260	$	31,013	$	741	$	786

(Continued)

F-26

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
June 30, 2015
With no related allowance recorded:
Residential mortgages	$	7,064	$	7,082	$	—	$	6,216	$	146	$	144
Commercial mortgages		9,395		9,121		—		7,365		242		257
Construction		1,984		2,020		—		4,271		—		—
Commercial loans		—		—		—		3,266		175		179
Other loans secured		11,528		10,634		—		11,570		587		591
Home equity lines of credit		457		438		—		254		1		1
Consumer and installment		5		5		—		1		—		—
With an allowance recorded:
Commercial mortgages		511		301		34		60		—		—
Commercial loans		5,800		4,617		675		1,669		18		18
Other loans secured		43		43		—		36		—		—
Consumer and installment		478		375		29		131		5		5
Total	$	37,265	$	34,636	$	738	$	34,839	$	1,174	$	1,195

The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2016 and June 30, 2016 and 2015 (in thousands):

	Nonaccrual						Loans Past Due Over 90 Days Still Accruing
	9/30/16		6/30/16		6/30/15		9/30/16		6/30/16		6/30/15
	(unaudited)						(unaudited)
Originated loans:
Residential mortgages	$	3,575	$	4,717	$	4,389	$	—	$	—	$	—
Commercial mortgages		307		300		6,308		—		—		—
Construction		144		144		2,020		—		—		—
Commercial loans		155		1,615		3,254		—		—		—
Other loans secured		2,613		3,433		3,757		—		—		514
Home equity lines of credit		366		405		424		—		—		—
Consumer and installment		352		584		310		—		4		4
Total originated loans	$	7,512	$	11,198	$	20,462	$	—	$	4	$	518
Acquired loans:
Residential mortgages	$	930	$	1,164	$	—	$	—	$	—	$	—
Home equity lines of credit		296		197		—		—		—		—
Consumer and installment		4		—		—		—		—		—
Total acquired loans	$	1,230		1,361	$	—	$	—	$	—	$	—
Total	$	8,742	$	12,559	$	20,462	$	—	$	4	$	518

(Continued)

F-27

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

Nonperforming loans include both smaller-balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The table above excludes acquired loans that are accounted for as purchased credit impaired loans totaling $3.3 million, $3.3 million and $4.0 million, respectively, as of September 30, 2016, June 30, 2016 and 2015. Such loans are excluded because the loans are in pools that are considered performing. The discounts arising from recording these loans at fair value upon acquisition were due in part to credit quality and the accretable yield is being recognized as interest income over the life of the loans based on expected cash flows.

The following table presents the aging of the recorded investment in past due loans by class of loans as of September 30, 2016, June 30, 2016 and 2015 (in thousands):

	30 -59 Days Past Due		60 -89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Loans Not Past Due		Total
September 30, 2016 (unaudited)
Originated loans:
Residential mortgages	$	—	$	208	$	2,421	$	2,629	$	150,633	$	153,262
Commercial mortgages		—		—		307		307		285,948		286,255
Construction		—		—		144		144		28,342		28,486
Commercial loans		—		—		—		—		31,401		31,401
Other loans secured		—		—		102		102		45,944		46,046
Home equity lines of credit		—		—		122		122		33,833		33,955
Consumer and installment loans		—		—		352		352		15,666		16,018
Total originated	$	—	$	208	$	3,448	$	3,656	$	591,767	$	595,423
Acquired loans:
Residential mortgages	$	—	$	—	$	1,469	$	1,469	$	68,019	$	69,488
Commercial mortgages		—		—		520		520		89,121		89,641
Construction		—		—		—		—		316		316
Commercial loans		—		—		—		—		2,422		2,422
Other loans secured		—		—		—		—		2,735		2,735
Home equity lines of credit		—		—		296		296		6,145		6,441
Consumer and installment loans		—		1		3		4		385		389
Total acquired	$	—	$	—	$	2,288	$	2,288	$	169,144	$	171,432
Total	$	—	$	209	$	5,736	$	5,944	$	760,911	$	766,855

(Continued)

F-28

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	30 -59 Days Past Due		60 -89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Loans Not Past Due		Total
June 30, 2016
Originated loans:
Residential mortgages	$	430	$	573	$	2,232	$	3,235	$	150,010	$	153,245
Commercial mortgages		—		—		300		300		291,044		291,344
Construction		—		—		144		144		24,590		24,734
Commercial loans		—		760		1,615		2,375		35,621		37,996
Other loans secured		—		—		100		100		47,175		47,275
Home equity lines of credit		—		—		113		113		34,340		34,453
Consumer and installment loans		5		—		589		594		15,280		15,874
Total originated	$	435	$	1,333	$	5,093	$	6,861	$	598,060	$	604,921
Acquired loans:
Residential mortgages	$	732	$	—	$	1,073	$	1,805	$	71,023	$	72,828
Commercial mortgages		—		—		520		520		93,963		94,483
Construction		—		—		—		—		316		316
Commercial loans		—		—		—		—		2,611		2,611
Other loans secured		—		—		—		—		2,718		2,718
Home equity lines of credit		296		—		197		493		6,234		6,727
Consumer and installment loans		—		—		—		—		602		602
Total acquired	$	1,028	$	—	$	1,790	$	2,818	$	177,467	$	180,285
Total	$	1,463	$	1,333	$	6,883	$	9,679	$	775,527	$	785,206
June 30, 2015
Originated loans:
Residential mortgages	$	—	$	553	$	4,062	$	6,290	$	151,807	$	156,422
Commercial mortgages		—		—		1,195		1,195		215,519		216,714
Construction		—		—		2,020		2,020		9,550		11,570
Commercial loans		—		1,475		1,692		3,254		37,602		40,769
Other loans secured		—		—		663		663		50,663		51,326
Home equity lines of credit		—		—		424		481		32,562		32,986
Consumer and installment loans		47		211		118		376		11,269		11,645
Total originated	$	47	$	2,239	$	10,174	$	14,279	$	508,972	$	521,432
Acquired loans:
Residential mortgages	$	—	$	—	$	1,477	$	1,477	$	82,549	$	84,026
Commercial mortgages		—		498		—		498		107,362		107,860
Construction		—		—		—		—		316		316
Commercial loans		—		—		—		—		7,285		7,285
Other loans secured		—		—		—		—		319		319
Home equity lines of credit		—		—		—		—		7,619		7,619
Consumer and installment loans		—		—		—		—		1,213		1,213
Total acquired	$	—	$	498	$	1,477	$	1,975	$	206,663	$	208,638
Total	$	47	$	2,737	$	11,651	$	14,434	$	715,635	$	730,070

(Continued)

F-29

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

Troubled Debt Restructurings

During the years ended June 30, 2016 and 2015, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.

As of September 30, 2016, June 30, 2016 and 2015, the Bank had 24, 26 and 31 loans classified as troubled debt restructurings totaling $13.9 million, $18.6 million and $22.5 million, respectively, of which $9.4 million, $13.3 million and $11.7 million are performing in accordance with their modified terms. The Bank has allocated $3,000, $2,000 and $124,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of September 30, 2016, June 30, 2016 and 2015, and has not committed to lend additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

The Bank did not modify any loans as troubled debt restructurings during the three month ended September 30, 2016. The following table presents loans by class modified as troubled debt restructurings that occurred during the years ended June 30, 2016 and 2015 (in thousands):

	Number of Loans		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
June 30, 2016
Troubled debt restructurings:
Residential		3	$	1,697	$	1,697
Commercial mortgages		1		1,178		1,178
Other loans secured		1		64		64
Home equity lines of credit		1		200		200
Total		6	$	3,319	$	3,319
June 30, 2015
Troubled debt restructurings:
Residential		4	$	2,080	$	2,080
Commercial mortgages		3		4,103		4,103
Construction		1		1,742		1,742
Commercial loans		3		1,071		1,071
Other loans secured		3		183		183
Home equity lines of credit		1		8		8
Total		15	$	9,187	$	9,187

(Continued)

F-30

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

There were no troubled debt restructurings for which there was a subsequent payment default following the modification for the three months ended September 30, 2016 or the years ended June 30, 2016 and June 30, 2015.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Bank’s internal underwriting policy.

Certain loans, which were modified during the periods presented, did not meet the definition of a troubled debt restructuring, as the modification was a delay in a payment, ranging from thirty days to six months, which was considered to be insignificant.

Credit Quality Indicators

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Bank utilized the same grading process for acquired loans as it does for originated loans. The Bank uses the following definitions for risk ratings:

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

(Continued)

F-31

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

Loans not meeting the criteria above that are analyzed individually as part of the above-described process and loans in groups of homogenous loans are considered to be pass rated loans. These loans are monitored based on delinquency and performance as disclosed in a previous table. Based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):

	Pass		Special Mention		Substandard		Doubtful		Total
September 30, 2016 (unaudited)
Originated:
Residential mortgages	$	149,111	$	101	$	4,050	$	—	$	153,262
Commercial mortgages		277,912		1,993		6,350		—		286,255
Construction		28,342		—		144		—		28,486
Commercial loans		26,660		1,235		3,506		—		31,401
Other loans secured		38,207		—		7,839		—		46,046
Home equity lines of credit		33,589		—		366		—		33,955
Consumer and installment		15,510		3		156		349		16,018
Total originated	$	569,331	$	3,332	$	22,411	$	349	$	595,423
Acquired:
Residential mortgages	$	66,824	$	—	$	2,664	$	—	$	69,488
Commercial mortgages		86,563		943		2,135		—		89,641
Construction		316		—		—		—		316
Commercial loans		2,422		—		—		—		2,422
Other loans secured		2,735		—		—		—		2,735
Home equity lines of credit		5,948		—		493		—		6,441
Consumer and installment		389		—		—		—		389
Total acquired	$	165,197	$	943	$	5,292	$	—	$	171,432
Total	$	734,528	$	4,275	$	27,703	$	349	$	766,855

(Continued)

F-32

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

	Pass		Special Mention		Substandard		Doubtful		Total
June 30, 2016
Originated:
Residential mortgages	$	147,944	$	181	$	5,120	$	—	$	153,245
Commercial mortgages		278,491		2,101		10,752		—		291,344
Construction		24,590		—		144		—		24,734
Commercial loans		30,916		2,004		5,076		—		37,996
Other loans secured		38,382		109		8,784		—		47,275
Home equity lines of credit		34,047		—		406		—		34,453
Consumer and installment		15,069		24		432		349		15,874
Total originated	$	569,439	$	4,419	$	30,714	$	349	$	604,921
Acquired:
Residential mortgages	$	70,629	$	—	$	2,199	$	—	$	72,828
Commercial mortgages		91,380		949		2,154		—		94,483
Construction		316		—		—		—		316
Commercial loans		2,611		—		—		—		2,611
Other loans secured		2,718		—		—		—		2,718
Home equity lines of credit		6,529		—		198		—		6,727
Consumer and installment		602		—		—		—		602
Total acquired	$	174,785	$	949	$	4,551	$	—	$	180,285
Total	$	744,224	$	5,368	$	35,265	$	349	$	785,206
June 30, 2015
Originated:
Residential mortgages	$	418,781	$	444	$	7,197	$	—	$	156,422
Commercial mortgages		206,540		835		9,339		—		216,714
Construction		9,550		—		2,020		—		11,570
Commercial loans		30,567		2,393		7,809		—		40,769
Other loans secured		38,771		3,087		9,468		—		51,326
Home equity lines of credit		32,190		358		438		—		32,986
Consumer and installment		10,876		389		380		—		11,645
Total originated	$	477,275	$	7,506	$	36,651	$	—	$	521,432
Acquired:
Residential mortgages	$	82,056	$	—	$	1,970	$	—	$	84,026
Commercial mortgages		103,876		1,044		2,940		—		107,860
Construction		316		—		—		—		316
Commercial loans		7,285		—		—		—		7,285
Other loans secured		319		—		—		—		319
Home equity lines of credit		7,437		—		182		—		7,619
Consumer and installment		1,090		—		123		—		1,213
Total acquired	$	202,379	$	1,044	$	5,215	$	—	$	208,638
Total	$	679,654	$	8,550	$	41,866	$	—	$	730,070

(Continued)

F-33

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 3 – LOANS RECEIVABLE (Continued)

Purchased Credit Impaired Loans

The Bank acquired loans in 2015 for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans as of September 30, 2016, June 30, 2016 and 2015 is as follows (in thousands):

	9/30/16		6/30/16		6/30/15
	(unaudited)
Residential mortgages	$	1,305	$	1,280	$	1,970
Commercial mortgages		1,783		1,778		1,738
Home equity lines of credit		180		180		182
Consumer and installment		74		84		123
Carrying amount, net of allowance of $0	$	3,342	$	3,322	$	4,013

For those purchased credit impaired loans disclosed above, the Bank did not increase or reverse the allowance for loan losses during any period presented.

Accretable yield, or income expected to be collected, for acquired loans is as follows (in thousands) for the three months ended September 30, 2016 and for the years ended June 30, 2016 and 2015:

	9/30/16			6/30/16			6/30/15
	(unaudited)
Beginning balance	$	578		$	713		$	—
New loans acquired					—			750
Accretion of income		(46	)		(185	)		(37	)
Reclassification from nonaccretable difference		—			132			—
Disposals		—			(82	)		—
Ending balance	$	532		$	578		$	713

(Continued)

F-34

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 4 – BANK PREMISES AND EQUIPMENT

Bank premises and equipment are summarized as follows (in thousands):

	9/30/16			6/30/16			6/30/15
	(unaudited)
Land	$	1,997		$	1,997		$	1,997
Buildings and leasehold improvements		11,110			9,601			8,755
Furniture, fixtures and equipment		5,218			4,946			3,528
Construction and improvements in process		541			1,967			329
		18,866			18,511			14,609
Less: accumulated depreciation and amortization		(8,048	)		(7,737	)		(6,630	)
Total Bank premises and equipment, net	$	10,818		$	10,774		$	7,979

Depreciation expense was $311,000, $251,000, $1.1 million and $725,000 for the three months ended September 30, 2016 and 2015 and years ended June 30, 2016 and 2015, respectively.

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The change in goodwill during the 3 months ended September 30, 2016 and years ended June 30, 2016 and 2015 are as follows (in thousands):

	9/30/16		6/30/16		6/30/15
	(unaudited)
Beginning balance	$	6,106	$	5,843	$	—
Acquired goodwill – CMS Bancorp		—		—		5,843
Adjustment to CMS goodwill		—		263		—
Impairment		—		—		—
Ending balance	$	6,106	$	6,106	$	5,843

Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. At September 30, 2016, the Bank had positive equity and the Bank elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment.

(Continued)

F-35

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS (Continued)

Acquired Intangible Assets: Acquired intangible assets were as follows (in thousands):

	9/30/16					6/30/16					6/30/15
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(unaudited)
Amortized intangible assets:
Core deposit intangible	$	887	$	(221	)	$	887	$	(185	)	$	887	$	(27	)
Total	$	887	$	(221	)	$	887	$	(185	)	$	887	$	(27	)

Aggregate amortization expense was $36,000, $40,000, $158,000 and $27,000 for the three months ended September 30, 2016 and 2015 and years ended June 30, 2016 and 2015, respectively.

Estimated amortization expense for each of the next five fiscal years ended June 30 (in thousands):

	9/30/16		6/30/2016
	(unaudited)
2017	$	106	$	143
2018		126		126
2019		110		110
2020		94		94
2021		78		78

NOTE 6 – DEPOSITS

Deposit balances are summarized as follows (in thousands):

	9/30/16		6/30/16		6/30/15
	(unaudited)
Demand	$	135,754	$	122,740	$	129,520
NOW accounts		107,595		111,455		82,890
Money market accounts		32,149		31,194		33,109
Savings		520,130		516,249		500,470
Time deposits		321,209		331,057		314,516
Total	$	1,116,837	$	1,112,695	$	1,060,505

Time deposits that meet or exceed the FDIC insurance limit of $250,000 were $51.3 million, $53.3 million and $37.3 million at September 30, 2016, June 30, 2016 and 2015, respectively.

(Continued)

F-36

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 6 – DEPOSITS (Continued)

Scheduled maturities of time deposits were as follows as of September 30 and June 30 and exclude fair value adjustments on acquired time deposits (in thousands):

	9/30/16		6/30/2016
	(unaudited)
Within 1 year	$	144,075	$	169,135
1 year to 2 years		49,526		44,739
2 years to 3 years		46,533		49,745
3 years to 4 years		26,996		26,782
4 years to 5 years		53,982		40,490
Thereafter		19		18
Total	$	321,131	$	330,909

Deposits of local governments held by PCSB Commercial Bank were $44.2 million, $49.4 million and $35.2 million at September 30, 2016, June 30, 2016 and 2015, respectively.

NOTE 7 – FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

Borrowings consist of advances from the Federal Home Loan Bank of New York. As of September 30, 2016, FHLB advances consisted of $7.0 million of short term advances with original maturities ranging from 10 to 16 months, as well as a $4.1 million amortizing term loan with a balloon payment of $2.8 million in 2026. The maturity schedule of advances is summarized as follows as of September 30, 2016 and June 30, 2016 (in thousands):

	September 30, 2016					June 30, 2016
	(unaudited)
	Amount Due		Weighted Average Rate			Amount Due		Weighted Average Rate
Year of maturity:
Within 1 year	$	7,000		0.85	%	$	16,000		0.79	%
1 year to 2 years		—		—			—		—
2 years to 3 years		—		—			—		—
3 years to 4 years		—		—			—		—
4 years to 5 years		—		—			—		—
Thereafter		4,051		2.62	%		4,081		2.62	%
Total		11,051		1.50	%	$	11,081		1.16	%

As a member of the FHLB of New York, the Bank had access to funds in the form of FHLB advances of approximately $202.3 million at September 30, 2016. Advances are secured by the Bank’s investment in FHLB stock and by a blanket security agreement. This agreement requires the Bank to maintain as collateral certain qualifying assets (such as U.S. Government agency and MBSs) with a discounted fair value, as defined, at least equal to 110% of any outstanding advances.

(Continued)

F-37

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 7 – FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS (Continued)

At September 30, 2016, the Bank also had access to funds of approximately $80.8 million in the form of secured borrowings through the discount window of the Federal Reserve Bank of New York. Collateral for these borrowings may include qualifying assets, such as one-to-four family residential loans. The Bank had no outstanding FRB borrowings as of September 30, 2016 or June 30, 2016 or 2015.

NOTE 8 – BUSINESS COMBINATIONS

On April 28, 2015, the Bank acquired all of the outstanding shares of CMS Bancorp. The business combination expanded the Bank’s presence in Westchester County and enhanced opportunities for business, customer relationships and the communities served by the Bank.

On the acquisition date, CMS Bancorp had 1,941,944 outstanding common shares, net of 192,362 shares of treasury stock, and shareholders’ equity of $17.8 million. CMS shareholders received $13.25 per share in cash resulting in a consideration value of $23.2 million.

The assets and liabilities in the CMS Bank acquisition were recorded at their fair value based on management’s best estimate based on information available at the date of acquisition. The acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. The resulting goodwill is not deductible for tax purposes.

Recognized amounts of identifiable assets acquired and (liabilities) assumed (in thousands):	As Originally Reported			Measurement Period Adjustments			As Adjusted
	(6/30/15)						(6/30/16)
Cash consideration paid to CMS shareholders	$	23,182		$	—		$	23,182
Cash	$	2,533		$	—		$	2,533
Available for sale investment securities		41,082			—			41,082
Loans		214,941			(163	) a		214,778
Premises and equipment		3,042			—			3,042
Other real estate owned		183			—			183
Core deposit intangible		887			—			887
Deferred tax assets, net		1,887			135	b		2,022
Other assets		2,079			(177	) c		1,902
Deposits		(208,261	)		—			(208,261	)
Federal Home Loan Bank advances		(36,050	)		—			(36,050	)
Other liabilities		(4,984	)		(58	) c		(5,042	)
Total identifiable net assets	$	17,339		$	(263	)	$	17,076
Goodwill	$	5,843		$	263		$	6,106

(Continued)

F-38

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 8 – BUSINESS COMBINATIONS (Continued)

Explanation of fair value adjustments:

a) The adjustment represents the write down of the book value of loans to their estimated fair value based on current interest rates and expected cash flows, which includes an estimate of expected loan loss inherent in the portfolio.

b) The adjustment represents the net deferred tax asset resulting from the fair value adjustments related to acquired assets and liabilities, as well as identifiable intangibles.

c) The adjustment represents the write down of receivables and accrued liabilities to their net realizable value.

NOTE 9 – INCOME TAXES

The components of income tax expense (benefit) are summarized as follows (in thousands):

	Three months ended September 30,						Years ended June 30,
	2016			2015			2016			2015
	(unaudited)
Current tax expense (benefit)
Federal	$	(19	)	$	510		$	(6	)	$	406
State		(11	)		8			(476	)		(290	)
		(30	)		518			(482	)		116
Deferred tax expense (benefit)
Federal		630			58			1,216			183
State		120			(10	)		250			(53	)
		750			48			1,466			130
State tax valuation allowance, net of federal benefit		(73	)		2			149			456
Total	$	647		$	568		$	1,133		$	702

Effective tax rates differ from federal statutory rate of 34% applied to income before income taxes due to the following (in thousands):

	Three months ended September 30,						Years ended June 30,
	2016			2015			2016			2015
	(unaudited)
Tax at federal statutory rate of 34%	$	715		$	620		$	1,380		$	411
State taxes, net of federal benefit		—			—			—			229
Tax-exempt interest income		(11	)		(27	)		(49	)		(56	)
BOLI income		(57	)		(25	)		(156	)		(101	)
Non-deductible acquisition related costs		—			—			—			139
Other, net		—			—			(42	)		80
Total	$	647		$	568		$	1,133		$	702

(Continued)

F-39

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 9 – INCOME TAXES (Continued)

Period-end deferred tax assets and liabilities were due to the following (in thousands):

	9/30/16			6/30/16			6/30/15
	(unaudited)
Deferred tax assets:
Allowance for loan losses	$	1,569		$	1,568		$	1,557
Deferred compensation		936			911			800
Purchase accounting adjustments		457			542			1,094
Deferred rent		255			263			266
Other comprehensive loss (defined benefit plans)		4,375			4,375			3,363
Depreciation of premises and equipment		412			417			227
NOL carryforward		1,396			1,066			194
Other		873			854			801
Total deferred tax assets		10,273			9,996			8,302
Deferred tax liabilities:
Prepaid pension costs		3,458			2,393			2,200
Deferred loan costs and fees, net		435			463			397
Other comprehensive income (securities)		321			269			215
Other		92			102			150
Total deferred tax liabilities		4,306			3,227			2,962
Deferred tax asset valuation allowance		(532	)		(605	)		(456	)
Net deferred tax asset		5,435		$	6,164		$	4,884

Period-end deferred tax assets include the allowance for loan losses, nonaccrual loan interest income, purchase accounting adjustments, accrued supplemental retirement plan (“SERP”) liability, fixed assets, deferred rent, other assets, net unrealized losses on pension and SERP obligations and NOL carryforwards. Period-end deferred tax liabilities include bond discount accretion, prepaid pension, net deferred loan fees and net unrealized gains on available-for-sale securities.

At June 30, 2016, after consideration of pre-transaction net operating losses due to the IRC section 382 limitation, the Bank had federal net operating loss carryforwards of approximately $1,866,000, which will begin to expire in 2035. The Bank has an apportioned New York State net operating loss carryforward of approximately $7,848,000 which will begin to expire in 2034. In addition, the Bank has Connecticut and New Jersey net operating losses of $265,000, which will begin to expire in 2036.

In 2014, New York State enacted comprehensive tax reform provisions with significant impact on financial institutions. As a result of this legislation, beginning on January 1, 2015, the Bank calculated its tax obligation to New York based upon the largest of a calculated income tax liability, a tax liability based upon average equity capital or a fixed minimum fee. It is more likely than not the Bank will generate New York losses in future years and therefore calculate its New York tax liability on the basis of average equity capital or a fixed minimum fee. Consequently, the Bank recorded a valuation allowance against its net New York deferred tax asset as of June 30, 2015, as it is unlikely this deferred tax asset will impact the Bank’s New York tax liability in future years.

(Continued)

F-40

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 9 – INCOME TAXES (Continued)

Management has determined that it is not required to establish a valuation allowance against any other deferred tax assets in accordance with accounting principles generally accepted in the United States of America since it is more likely than not that the deferred tax assets will be fully utilized in future periods. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax liabilities, the level of historical taxable income, and the projected future taxable income over the periods that the temporary differences comprising the deferred tax assets will be deductible.

As a thrift institution, the Bank is subject to special provisions in the federal tax laws regarding its allowable tax bad debt deductions and related tax bad debt reserves. Tax bad debt reserves consist of a defined base-year amount, plus additional amounts (excess reserves) accumulated after the base year. Deferred tax liabilities are recognized with respect to such excess reserves, as well as any portion of the base-year amount that is expected to become taxable (or recaptured) in the foreseeable future. The Bank’s base-year tax bad debt reserves totaled $2.8 million at September 30, 2016, June 30, 2016 and 2015, respectively. Associated deferred tax liabilities of $1.1 million have not been recognized at September 30, 2016, June 30, 2016 and 2015, since the Bank does not expect that the base-year reserves will become taxable in the foreseeable future. Taxation of the base-year reserve would occur only in very limited circumstances.

The Bank is subject to U.S. federal income tax as well as income tax of the state of New York. The Bank’s federal and state income tax returns are subject to examination for years after December 31, 2012. The audit of the Bank’s 2010 and 2011 federal income tax returns were completed by the Internal Revenue Service. The assessments were not material and were paid in 2013.

At September 30, 2016, June 30, 2016 and 2015, the Bank had no unrecognized tax benefits recorded. The Bank does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.

NOTE 10 – COMPREHENSIVE INCOME (LOSS)

The following is a summary of the accumulated other comprehensive income balances, net of tax (in thousands):

	Balance at June 30, 2016			Current Period Change		Balance at September 30 2016
						(unaudited)
Unrealized gains on securities available for sale	$	323		$	101	$	424
Unrealized loss on pension benefits		(7,683	)		—		(7,683	)
Unrealized loss on SERP benefits		(810	)		—		(810	)
Total	$	(7,970	)	$	101	$	(7,869	)

(Continued)

F-41

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 10 – COMPREHENSIVE INCOME (LOSS) (Continued)

	Balance at June 30, 2015			Current Period Change			Balance at September 30 2015
							(unaudited)
Unrealized gains on securities available for sale	$	323		$	191		$	424
Unrealized loss on pension benefits		(4,311	)		—			(4,311	)
Unrealized loss on SERP benefits		(734	)		—			(734	)
Total	$	(4,722	)	$	191		$	(4,531	)
	Balance at June 30, 2015			Current Period Change			Balance at June 30, 2016
Unrealized gains on securities available for sale	$	323		$	200		$	523
Unrealized loss on pension benefits		(4,311	)		(3,372	)		(7,683	)
Unrealized loss on SERP benefits		(734	)		(76	)		(810	)
Total	$	(4,722	)	$	(3,248	)	$	(7,970	)
	Balance at June 30, 2014			Current Period Change			Balance at June 30, 2015
Unrealized gains on securities available for sale	$	418		$	(95	)	$	323
Unrealized loss on pension benefits		(2,622	)		(1,689	)		(4,311	)
Unrealized loss on SERP benefits		(642	)		(92	)		(734	)
Total	$	(2,846	)	$	(1,876	)	$	(4,722	)

(Continued)

F-42

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 11 – REGULATORY CAPITAL MATTERS

As of January 1, 2015, the Bank became subject to new capital rules set forth by the FDIC. The new capital rules revise the banking agencies’ leverage and risk-based capital requirements and the method for calculating risk weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act (the Basel III Capital Rules).

The Basel III Capital Rules establish a new minimum common equity Tier 1 capital requirement of 4.5% of risk-weighted assets; increased the minimum Tier 1 capital to risk-weighted assets requirement from 4% to 6%; and retained the minimum total capital to risk weighted assets requirement at 8.0%. A “well-capitalized” institution must generally maintain capital ratios 100-200 basis points higher than the minimum guidelines. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

The Basel III Capital Rules also change the risk weights assigned to certain assets. The Basel III Capital Rules assigned a higher risk weight (150%) to loans that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The Basel III Capital Rules also alter the risk weighting for other assets, including marketable equity securities that are risk weighted generally at 300%. The Basel III Capital Rules require certain components of accumulated other comprehensive income (loss) to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. The Bank did exercise its opt-out option and will exclude the unrealized gain (loss) on investment securities component of accumulated other comprehensive income (loss) from regulatory capital.

Under its prompt corrective action regulations, the FDIC is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized bank. Such actions could have a direct material effect on a bank’s financial statements. The regulations establish a framework for the classification of banks into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, a bank is considered well capitalized if it has a leverage (Tier 1) capital ratio of at least 5.0%, a Tier 1 risk-based capital ratio of at least 6.0%, and a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the FDIC about capital components, risk weightings and other factors.

Management believes that, as of September 30, 2016, June 30, 2016 and 2015, the Bank met all capital adequacy requirements to which it was subject. Further, the most recent FDIC notification categorized the Bank as a well-capitalized institution under the prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Bank’s capital classification.

(Continued)

F-43

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 11 – REGULATORY CAPITAL MATTERS (Continued)

The following is a summary of the Bank’s actual capital amounts and ratios as of September 30, 2016, June 30, 2016 and 2015, compared to the required ratios for minimum capital adequacy and for classification as well capitalized (dollars in thousands):

						FDIC Required Ratios
	Bank Actual					Adequacy					As Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2016 (unaudited)
Leverage (Tier 1)	$	112,246		8.9	%	$	50,744		4.0	%	$	63,430		5.0	%
Risk Based:
Common Tier 1		112,246		13.9			36,371		4.5			52,537		6.5
Tier 1		112,246		13.9			48,495		6.0			64,600		8.0
Total		116,311		14.4			64,600		8.0			80,825		10.0
June 30, 2016
Leverage (Tier 1)	$	110,888		8.9	%	$	49,748		4.0	%	$	62,185		5.0	%
Risk Based:
Common Tier 1		110,888		13.5			37,036		4.5			53,497		6.5
Tier 1		110,888		13.5			49,382		6.0			65,842		8.0
Total		114,930		14.0			65,842		8.0			82,303		10.0
June 30, 2015
Leverage (Tier 1)	$	108,805		8.9	%	$	49,024		4.0	%	$	61,280		5.0	%
Risk Based:
Common Tier 1		108,805		15.5			31,650		4.5			45,717		6.5
Tier 1		108,805		15.5			42,200		6.0			56,267		8.0
Total		112,726		16.0			56,267		8.0			70,334		10.0

The risk-based capital requirements of Common Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets of 4.5%, 6.0% and 8.0% also apply to PCSB Commercial Bank, which satisfied each of these requirements at September 30, 2016, June 30, 2016 and 2015, respectively.

The Bank makes a quarterly transfer of 10% of net income to a surplus account in accordance with New York State Banking Regulations. Such a transfer is not required if equity exceeds 10% of deposits at the end of a quarter. Use of the surplus account is subject to certain regulatory restrictions. The balance of the surplus account included in retained earnings was $15.1 million, $14.6 million and $14.3 million at September 30, 2016, June 30, 2016 and 2015, respectively.

(Continued)

F-44

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS

Employee Pension Plan: The Bank maintains a non-contributory defined benefit pension plan that covers employees meeting specific requirements as to age and length of service. The Bank’s contributions to this qualified plan are determined on the basis of (i) the maximum amount that can be deducted for federal income tax purposes, and (ii) the amount determined by a consulting actuary as necessary to avoid an accumulated funding deficiency as defined by the Employee Retirement Income Security Act of 1974 (ERISA). Contributions are intended to provide not only for benefits attributed to service to date, but also those expected to be earned in the future.

Amendment to Employee Pension Plan: The Board of Trustees approved on August 8, 2012, an amendment to the Bank’s non-contributory defined benefit pension plan. The modification to this plan was effective as of October 1, 2012, and reduced the Bank’s contribution from 2% to 1% for those employees meeting the specific requirements as to age and length of service. In addition, any employee hired after October 1, 2012, is not eligible to participate in the defined benefit plan; instead, they will receive a contribution to their 401(k) account equal to 5% of their salary.

The following is a summary of the plan’s funded status (in thousands) as of June 30, 2016 and 2015 (the measurement date for financial reporting purposes):

	2016			2015
Change in benefit obligation:
Beginning benefit obligation	$	25,021		$	22,438
Service Cost		626			582
Interest Cost		1,086			949
Actuarial loss		2,923			1,882
Benefits paid		(822	)		(831	)
Settlements		(164	)		—
Ending benefit obligation		28,670			25,020
Change in plan assets, at fair value:
Beginning plan assets	$	24,503		$	23,286
Actual return		(302	)		548
Employer contribution		—			1,500
Benefits paid		(822	)		(831	)
Settlements		(164	)		—
Ending plan assets		23,215			24,503
Funded status	$	(5,455	)	$	(517	)
Accumulated benefit obligation	$	28,167		$	24,712

(Continued)

F-45

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS (Continued)

The following is a summary of net period pension cost, contributions and benefits paid for the year ended June 30 (in thousands):

	2016		2015
Net period pension cost	$	483	$	47
Employer contributions		—		1,500
Benefits paid		821		831

Amounts recognized in accumulated other comprehensive loss at June 30 consist of (in thousands):

	2016			2015
Net loss	$	12,751		$	8,584
Prior service credit		(1,110	)		(1,398	)
	$	11,641		$	7,186

Net periodic pension cost and other amounts recognized in other comprehensive income for the year ended June 30 (in thousands):

	2016			2015
Net periodic benefit cost	$	483		$	47
Net loss (gain)		5,021			3,044
Amortization of prior service cost		288			288
Amortization of prior net loss		(854	)		(513	)
New past service liability		—			—
Total recognized in other comprehensive income		4,455			2,819
Total recognized loss in net periodic benefit cost and other comprehensive income	$	4,938		$	2,866

Net periodic benefit cost recognized for the three months ended September 30, 2016 and 2015 was $229,000 and $121,000, respectively.

The estimated net loss and past service cost for the pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit costs during the year ended June 30, 2017, are $1.4 million and $(288,000), respectively.

Contributions: The Bank contributed $3.0 million to the plan during the quarter ended September 30, 2016 and expects to make no additional contributions for the plan year ended June 30, 2017.

(Continued)

F-46

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS (Continued)

Estimated Future Payments: The following benefit payments, which reflect expected future service, are expected for the years ending June 30 (in thousands):

2017	$	1,183
2018		1,255
2019		1,319
2020		1,346
2021		1,398
Following five years		7,570

Assumptions: Weighted-average assumptions used to determine pension benefit obligations:

	2016			2015
Discount rate		3.61	%		4.44	%
Rate of compensation increase		3.00			3.00

Weighted-average assumptions used to determine net periodic pension cost:

	2016			2015
Discount rate		4.44	%		4.33	%
Expected return on plan assets		7.50			7.50
Rate of compensation increase		3.00			3.00

Plan Assets

Plan assets are invested in a series of diversified investment funds of RSI Retirement Trust (“the Trust”). The investment funds include equity mutual funds, bond mutual funds, or commingled trust funds, each with its own investment objectives, investment strategies and risks. The Trust has been given discretion by the Bank to determine the appropriate strategic asset allocation, as governed by the Trust’s Statement of Investment Objectives and Guidelines. The long-term objective is to be invested 65% in equity securities (equity mutual funds), 34% in debt securities (bond mutual funds) and 1% in cash equivalents. The bond fund portion may be temporarily increased to 50% in order to lessen the volatility of asset values. Asset rebalancing is performed at least annually, with interim adjustments made if the investment mix varies by more than 10% from the target allocation.

The weighted average expected long-term rate of return is estimated based on current trends in the plan assets as well as projected future rates of returns on those assets. The long-term rate of return assumption was set based on historical returns earned by equities and fixed income securities, adjusted to reflect expectations of future returns as applied to the plan’s target allocation of asset classes. Equities and fixed income securities were assumed to earn real rates of return in the ranges of 3% to 10% and (1)% to 6%, respectively. The long-term inflation rate was estimated to be 3%. When these overall return expectations are applied to the plan’s target allocation, the result is an expected rate of return of approximately 2% to 9%.

The plan is only permitted to invest in assets approved by the RSI Trustee Board. All other investments are prohibited.

(Continued)

F-47

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS (Continued)

The Bank’s actual pension plan asset allocation, target allocation and expected long-term rate of return by asset category are as follows:

	Target			Percentage of Plan Assets at Year-End						Weighted- Average Expected Long-Term Rate
Asset Category	Allocation			2016			2015			of Return
Equity mutual funds and common/collective trusts		65	%		58	%		56	%		3-10	%
Fixed income common/collective trusts		34			37			37			(1)-6	%
Cash equivalents		1			5			7			—	%
Total		100	%		100	%		100	%		2-9	%

Equity, Debt, Investment Funds and Other Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and the London Interbank Offered Rate (LIBOR) curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

The fair value of the plan assets at June 30, 2016 and 2015, by asset category, is as follows (in thousands):

			Fair Value Measurements Using
	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2016
Plan assets
Equity mutual funds and common/collective trusts	$	13,500	$	—	$	13,500	$	—
Fixed income common/ collective trusts		8,684		—		8,684		—
Cash and cash equivalents		1,031		1,031		—		—
Total	$	23,215	$	1,031	$	22,184	$	—

(Continued)

F-48

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS (Continued)

			Fair Value Measurements Using
	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2015
Plan assets
Equity mutual funds and common/collective trusts	$	13,709	$	—	$	13,709	$	—
Fixed income common/ collective trusts		9,072		—		9,072		—
Cash and cash equivalents		1,722		1,722		—		—
Total	$	24,503	$	1,722	$	22,781	$	—

Defined Contribution Retirement Plan: The Bank maintains a defined contribution plan for eligible employees hired after October 1, 2012. All full-time employees who have attained age twenty-one and have a minimum of one year of service will receive a contribution to their 401(k) account equal to 5% of their salary. Plan expense was $39,000, $39,000, $162,000 and $60,000 for the three months ended September 30, 2016 and 2015 and years ended June 30, 2016 and 2015, respectively.

401(k) Plan: The Bank maintains a defined contribution plan for eligible employees under Section 401(k) of the Internal Revenue Code. All full-time employees who have attained age twenty-one and have a minimum of one year of service may elect to participate in the plan, by making contributions ranging from 2% to 10% of their compensation. The Bank makes matching contributions equal to 75% of the participant’s contributions that are not in excess of 6% of compensation. Savings plan expense was $100,000, $99,000, $410,000 and $339,000 for the three months ended September 30, 2016 and 2015 and for the years ended June 30, 2016 and 2015, respectively.

Acquired Pension Plan: As part of the CMS acquisition, the Bank acquired the pension plan of CMS Bank, which was frozen prior to and in the process of termination as of the acquisition date, a process which was not complete as of the acquisition date. During the year ended June 30, 2016, the CMS pension plan was terminated, resulting in a $629,000 charge to earnings.

Supplemental Retirement Plans: The Bank also maintains unfunded and non-qualified supplemental retirement plans to provide pension benefits in addition to those provided under the qualified pension plan.

The accrued benefit cost for the supplemental plans was approximately $3.5 million and $3.3 million at June 30, 2016 and 2015 (included in other liabilities in the consolidated statements of financial condition). Included in accumulated other comprehensive income were net losses of $1.2 million for the supplemental retirement plans as of June 30, 2016 and 2015, respectively. The projected benefit obligation and accumulated benefit obligation were $3.5 million as of the June 30, 2016 measurement date and $3.3 million as of June 30, 2015 measurement date.

Pension expense for the supplemental plans was $539,000 and $490,000 for the years ended June 30, 2016 and 2015, respectively.

(Continued)

F-49

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 12 – EMPLOYEE BENEFIT PLANS (Continued)

Supplemental retirement plans benefits of $272,000 were paid in both years ended June 30, 2016 and 2015.

Net periodic pension cost and other amounts recognized in other comprehensive income for the years ended June 30 (in thousands):

	2016			2015
Net periodic benefit cost	$	539		$	490
Net gain		89			237
Amortization of prior net loss		(84	)		(84	)
Total recognized in other comprehensive income		5			153
Total recognized in net periodic benefit cost and other comprehensive income	$	544		$	643

Net periodic benefit cost recognized for the three months ended September 30, 2016 and 2015 was $133,000 and $129,000, respectively.

The estimated net loss for the supplemental plans that will be amortized from accumulated other comprehensive income into net periodic benefit costs during the year ended June 30, 2017, is $93,000.

The following benefit payments, which reflect expected future service, are expected for the years ending June 30 (in thousands):

2017	$	272
2018		272
2019		272
2020		272
2021		3,021
Following five years		1,031

The assumed discount rates used for the supplemental plans range from 3.61% to 3.70%. The rates of compensation increases used are the same as those used for the employee pension plan.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance-Sheet Risk: The Bank is a party to commitments to originate loans, unused lines of credit and standby letters of credit (“credit-related financial instruments”) that involve, to varying degrees, elements of credit risk and interest rate risk in addition to the risks associated with loans recognized in the consolidated statements of condition. Substantially all of these credit-related financial instruments have been entered into with customers in the Bank’s primary lending area described in Note 1.

(Continued)

F-50

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 13 – COMMITMENTS AND CONTINGENCIES (Continued)

The contract amounts of credit-related financial instruments reflect the extent of the Bank’s involvement with those classes of financial instruments. The Bank’s exposure to credit loss in the event of non-performance by the counterparty is represented by the contract amount. The Bank uses the same credit policies in extending commitments, lines of credit and standby letters of credit as it does for on-balance sheet instruments.

The contract amounts of credit-related financial instruments at September 30, 2016, June 30, 2016 and 2015, are summarized below (in thousands):

	9/30/16		6/30/16		6/30/15
	(unaudited)
Commitments to originate loans	$	92,122	$	62,773	$	71,674
Unused lines of credit		53,267		58,788		53,686
Standby letters of credit		742		732		667

Lines of credit (including undisbursed construction loans) and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. These agreements generally have fixed expiration dates or other termination clauses, and may require payment of a fee. Since certain lines of credit and commitments are expected to expire without being funded, the contract amounts do not necessarily represent future cash requirements. In extending lines of credit and commitments, the Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer.

The Bank issues financial standby letters of credit that are irrevocable undertakings by the Bank to guarantee payment of a specified financial obligation. Most of the Bank’s financial standby letters of credit arise in connection with lending relationships and have terms of one year or less. The maximum potential future payments the Bank could be required to make equals the contract amount of standby letters of credit shown in the preceding table. The Bank’s recognized liability for financial standby letters of credit was insignificant at September 30, 2016, June 30, 2016 and 2015.

Operating Lease Commitments: The Bank leases certain branch properties and equipment under operating leases. Rent expense was $543,000, $399,000, $2.1 million and $1.9 million for the three months ended September 30, 2016 and 2015 and years ended June 30, 2016 and 2015, respectively. Rent commitments, before considering renewal options that generally are present, were as follows for the years ending June 30 (in thousands):

	9/30/16		6/30/2016
	(unaudited)
2017	$	1,863	$	2,501
2018		2,194		2,194
2019		1,706		1,706
2020		1,417		1,417
2021		1,153		1,153
Thereafter		8,189		8,189
Total	$	16,522	$	17,160

(Continued)

F-51

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 13 – COMMITMENTS AND CONTINGENCIES (Continued)

Legal Proceedings: In the normal course of business, the Bank is involved in certain legal proceedings. In the opinion of management, the consolidated financial statements of the Bank are not expected to be affected materially by the outcome of such legal proceedings.

NOTE 14 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other 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.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as general classification of such instruments pursuant to the valuation hierarchy, is set forth below. While management believes the Bank’s valuation methodologies are appropriate and consistent with other financial institutions, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Investment Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. Appraisals are generally obtained annually and may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Management performs a review of all appraisals, including any such adjustments.

OREO: Assets acquired through or instead of loan foreclosure are initially recorded at fair value, less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower cost or fair value, less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

(Continued)

F-52

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Bank. Once received, a member of the Credit Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Once appraisals are considered appropriate, management discounts the appraised value for estimated selling costs, such as legal, broker, and property maintenance and insurance costs. The most recent analysis performed indicated discount rates ranging between 10% and 20% should be applied to properties with appraisals performed.

Assets and liabilities measured at fair value are summarized below (in thousands):

	Fair Value Measurements
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2016 (unaudited)
Measured on a recurring basis:
Available-for-sale securities:
U.S. Government and agency obligations	$	—	$	60,595	$	—	$	60,595
Corporate and other debt securities		—		8,719		—		8,719
Mortgage-backed securities		—		40,228		—		40,228
Equity securities		—		49		—		49
Total assets at fair value	$	—	$	109,591	$	—	$	109,591
Measured on a non-recurring basis:
Impaired loans:
Mortgage loans:
Residential	$	—	$	—	$	1,219	$	1,219
Construction		—		—		48		48
Commercial and consumer loans:
Commercial loans		—		—		89		89
Consumer and installment loans		—		—		175		175
OREO – residential		—		—		1,059		1,059
Total assets at fair value	$	—	$	—	$	2,590	$	2,590

(Continued)

F-53

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

	Fair Value Measurements
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2016
Measured on a recurring basis:
Available-for-sale securities:
U.S. Government and agency obligations	$	—	$	66,132	$	—	$	66,132
Corporate and other debt securities		—		8,646		—		8,646
Mortgage-backed securities		—		37,524		—		37,524
Equity securities		—		49		—		49
Total assets at fair value	$	—	$	112,351	$	—	$	112,351
Measured on a non-recurring basis:
Impaired loans:
Mortgage loans:
Residential	$	—	$	—	$	913	$	913
Construction		—		—		49		49
Commercial and consumer loans:
Other loans secured		—		—		54		54
Consumer and installment loans		—		—		175		175
OREO – residential		—		—		681		681
OREO – commercial		—		—		224		224
Total assets at fair value	$	—	$	—	$	2,096	$	2,096

(Continued)

F-54

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

	Fair Value Measurements
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2015
Measured on a recurring basis:
Available-for-sale securities:
U.S. Government and agency obligations	$	—	$	46,917	$	—	$	46,917
Corporate and other debt securities		—		4,409		—		4,409
Mortgage-backed securities		—		33,568		—		33,568
Equity securities		—		49		—		49
Total assets at fair value	$	—	$	84,943	$	—	$	84,943
Measured on a non-recurring basis:
Impaired loans:
Mortgage loans:
Residential	$	—	$	—	$	3,028	$	3,028
Commercial mortgages		—		—		3,788		3,788
Construction		—		—		1,910		1,910
Commercial and consumer loans:
Commercial loans		—		—		3,942		3,942
Other loans secured		—		—		876		876
Home equity credit lines		—		—		189		189
Consumer and installment loans		—		—		469		469
OREO – residential		—		—		156		156
OREO – commercial		—		—		212		212
Total assets at fair value	$	—	$	—	$	14,570	$	14,570

Impaired loans in the table above had a carrying amount of $1.8 million, a remaining valuation allowance of $261,000 at September 30, 2016, incurred $38,000 of net charge-offs during the quarter ended September 30, 2016, which resulted in an additional provision for loan losses of $40,000 for the quarter. Impaired loans in the table above had a carrying amount of $1.5 million, a remaining valuation allowance of $259,000 at June 30, 2016, and incurred no net charge-offs during the year ended June 30, 2016, which resulted in an additional provision for loan losses of $175,000 for the year. Impaired loans had a carrying amount of $14.9 million, a remaining valuation allowance of $0.7 million at June 30, 2015, and incurred $1.7 million in charge-offs during the year ended June 30, 2015, which resulted in an additional provision for loan losses of $2.4 million for the year.

(Continued)

F-55

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

The following tables present quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on a non-recurring basis at September 30, 2016 (unaudited) (in thousands):

	Fair value		Valuation Technique(s)	Unobservable Input(s)	Range or Rate Used
Impaired loans – residential mortgages	$	1,219	Sales comparison	Adjustment for differences between comparable sales	-2.2% to 13.3%
Impaired loans – construction	$	48	Discounted cash flow	Discount rate	1.00%
Impaired loans – commercial loans	$	89	Discounted cash flow	Discount rate	4.50%
Impaired loans – consumer and installment loans	$	175	Discounted cash flow	Discount rate	4.25%
OREO – residential	$	1,059	Sales comparison	Adjustment for differences between comparable sales	-14% to 8%

The following tables present quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on a non-recurring basis at June 30, 2016 (in thousands):

	Fair value		Valuation Technique(s)	Unobservable Input(s)	Range or Rate Used
Impaired loans – residential mortgages	$	913	Sales comparison	Adjustment for differences between comparable sales	-2.0% to 13.3%
Impaired loans – construction	$	49	Discounted cash flow	Discount rate	1.00%
Impaired loans – other loans secured	$	54	Discounted cash flow	Discount rate	4.50%
Impaired loans – consumer and installment loans	$	175	Discounted cash flow	Discount rate	4.25%
OREO – residential	$	681	Sales comparison	Adjustment for differences between comparable sales	-14% to 8%
OREO – commercial	$	224	Sales contract	N/A	N/A

F-56

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

The following tables present quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on a non-recurring basis at June 30, 2015 (in thousands):

	Fair value		Valuation Technique(s)	Unobservable Input(s)	Range or Rate Used
Impaired loans – residential mortgages	$	3,028	Sales comparison	Adjustment for differences between comparable sales	-13.7% to +13.3%
			Discounted cash flow	Discount rate	8.0%
Impaired loans – commercial mortgages	$	3,787	Sales comparison	Adjustment for differences between comparable sales	-17.3% to +9.6%
			Income Approach	Cap rate	7.1% to 8.8%
			Discounted cash flow	Discount rate	6.0% to 8.0%
Impaired loans – construction	$	1,910	Discounted cash flow	Discount rate	1.0%
			Income approach	Cap rate	9.5%
Impaired loans – commercial loans	$	3,942	Discounted cash flow	Discount rate	0.3% to 6.0%
Impaired loans – other loans secured	$	876	Discounted cash flow	Discount rate	4.5% to 12.5%
Impaired loans – home equity credit lines	$	189	Sales comparison	Adjustment for differences between comparable sales	-13.4% to -8.7%
			Discounted cash flow	Discount rate	8.0%
Impaired loans – consumer and installment loans	$	469	Discounted cash flow	Discount rate	6.0% to 8.0%

F-57

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

The following is a summary of the carrying amounts and estimated fair values of the Bank’s financial assets and liabilities (in thousands) (none of which are held for trading purposes):

			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3		Total
September 30, 2016 (unaudited)
Financial Assets:
Cash and cash equivalents	$	60,423	$	60,423	$	—	$	—	$	60,423
Securities held to maturity		265,071		—		267,966		281		268,247
Securities available for sale		109,591		—		109,591		—		109,591
Loans receivable, net		763,915		—		—		780,076		780,076
Accrued interest receivable		3,287		—		952		2,335		3,287
FHLB Stock		1,641		N/A		N/A		N/A		N/A
Financial Liabilities:
Demand, NOW, money market deposits and savings deposits	$	795,628	$	795,628	$	—	$	—	$	795,628
Time certificate accounts		321,209		—		324,506		—		324,506
Mortgage escrow funds		4,204		4,204		—		—		4,204
FHLB Advances		11,051		—		11,144		—		11,144
June 30, 2016
Financial Assets:
Cash and cash equivalents	$	41,578	$	41,578	$	—	$	—	$	41,578
Securities held to maturity		270,679		—		273,032		285		273,317
Securities available for sale		112,351		—		112,351		—		112,351
Loans receivable, net		782,336		—		—		799,242		799,242
Accrued interest receivable		3,361		—		958		2,403		3,361
FHLB Stock		2,047		N/A		N/A		N/A		N/A
Financial Liabilities:
Demand, NOW, money market deposits and savings deposits	$	781,638	$	781,638	$	—	$	—	$	781,638
Time certificate accounts		331,057		—		334,290		—		334,290
Mortgage escrow funds		7,023		7,023		—		—		7,023
FHLB Advances		20,081		—		20,171		—		20,171

F-58

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3		Total
June 30, 2015
Financial Assets:
Cash and cash equivalents	$	77,761	$	77,761	$	—	$	—	$	77,761
Securities held to maturity		269,913		—		269,833		344		270,177
Securities available for sale		84,943		—		84,943		—		84,943
Loans receivable, net		727,134		—		—		734,103		734,103
Accrued interest receivable		3,234		—		876		2,358		3,234
FHLB Stock		1,719		N/A		N/A		N/A		N/A
Financial Liabilities:
Demand, NOW, money market deposits and savings deposits	$	745,989	$	745,989	$	—	$	—	$	745,989
Time certificate accounts		314,516		—		316,431		—		316,431
Mortgage escrow funds		6,638		6,638		—		—		6,638
FHLB Advances		14,000		—		14,008		—		14,008

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and Cash Equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Loans Receivable, Net: For valuation purposes, the loan portfolio was segregated into its significant categories such as one-to-four family residential mortgage loans, other mortgage loans, consumer loans and commercial loans. These categories were further analyzed, where appropriate, into components based on significant financial characteristics such as type of interest rate (adjustable or fixed). For adjustable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price. The fair value of loans are considered Level 3.

FHLB Stock: It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Accrued Interest Receivable/Payable: The carrying amount of accrued interest approximates fair value.

Deposits: The fair values disclosed for demand deposits (e.g., non-interest bearing demand, NOW, money market, savings deposits and escrow accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) and are considered Level 1. Fair values for time certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

FHLB Advances: Fair value of the advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to the Bank’s current advances maturities schedule, resulting in a Level 2 classification.

F-59

PCSB BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 30, 2016 and 2015 (unaudited)

and Years ended June 30, 2016 and 2015

NOTE 14 – FAIR VALUE (Continued)

Off-Balance Sheet Instruments: Fair values of the off-balance-sheet loan commitments, unused lines of credit and standby letters of credit described in Note 13 were estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the instruments and the creditworthiness of the potential borrowers. At September 30, 2016, June 30, 2016 and 2015, the fair values of these instruments approximated the related carrying amounts (deferred fees), which were not material.

NOTE 15 – PLAN OF CONVERSION (unaudited)

On December 7, 2016, the Board of Trustees of the Bank adopted a plan of conversion (“Plan”). The Plan is subject to the approval of the FDIC, New York State Department of Financial Services, and the Board of Governors of the Federal Reserve System, 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 Bank at a special meeting. The Plan sets forth that the Bank proposes to convert into a stock savings bank structure with the establishment of a stock holding company, PCSB Financial, Inc. (the “Company”), as parent of the Bank. The Bank will convert to the stock form of ownership, followed by the issuance of all of the Bank’s outstanding stock to the Company. Pursuant to the Plan, the Bank will determine the total offering value and number of shares of common stock based upon a valuation by an independent appraiser. The stock will be priced at $10.00 per share. The Bank’s Board of Trustees will adopt an employee stock ownership plan (ESOP) which will subscribe 8% of the common stock sold in the offering. The Company is being organized as a corporation incorporated under the laws of the State of Delaware and will own all of the outstanding common stock of the Bank 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. The Bank has no deferred conversion costs as of September 30, 2016 or June 30, 2016. The transaction is subject to approval by regulatory authorities and members of the Bank. At the completion of the conversion to stock form, the Bank 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 Bank after conversion.

The conversion will be accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

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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 PCSB Financial or PCSB 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 imply that there has been no change in the affairs of PCSB Financial or PCSB Bank since any of the dates as of which information is furnished herein or since the date hereof.

PCSB Financial Corporation

(Proposed Holding Company for PCSB Bank)

Up to 18,400,000 Shares

(Subject to increase to up to 21,160,000 Shares)

COMMON STOCK

PROSPECTUS

Sandler O’Neill + Partners, L.P.

            , 2017

These securities are not deposits or accounts and are not insured or guaranteed.

Until             , 2017, 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

	Estimated Amount
Registrant’s Legal Fees and Expenses	$	725,000
Registrant’s Accounting Fees and Expenses		200,000
Marketing Agent Fees and Expenses (1)		1,838,000
Records Management Fees and Expenses		55,000
Appraisal Fees and Expenses		130,500
Printing, Postage, Mailing and EDGAR Fees		300,000
Filing Fees (NASDAQ, FINRA, NYSDFS and SEC)		220,500
Transfer Agent Fees and Expenses		20,000
Business Plan Fees and Expenses		40,000
Stock Certificate Fees and Expenses		10,000
Other		20,000
Total	$	3,559,000

(1) Estimated at the adjusted maximum of the offering range, assuming 100% of the shares are sold in the subscription offering.

Item 14. Indemnification of Directors and Officers

Article 10 of the Articles of Incorporation of PCSB Financial Corporation (the “Corporation”) sets forth the circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they may 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 Maryland General Corporation Law (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 if it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his or her 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 before 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 by the stockholders of the Corporation or the Board of Directors 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.

Item 15. Recent Sales of Unregistered Securities

Not Applicable.

Item 16. Exhibits and Financial Statement Schedules

The exhibits and financial statement schedules filed as part of this registration statement are:

(a) List of Exhibits

1.1	Engagement Letter between PCSB Bank and Sandler O’Neill & Partners, L.P. (marketing agent services)
1.2	Engagement Letter between PCSB Bank and Sandler O’Neill & Partners, L.P. (records management agent services)
1.3	Form of Agency Agreement between PCSB Financial Corporation, PCSB Bank, and Sandler O’Neill & Partners, L.P.*
2	Plan of Conversion of PCSB Bank
3.1	Articles of Incorporation of PCSB Financial Corporation
3.2	Bylaws of PCSB Financial Corporation
4	Form of Common Stock Certificate of PCSB Financial Corporation

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5	Opinion of Luse Gorman, PC regarding legality of securities being registered
8.1	Form of Federal Income Tax Opinion of Luse Gorman, PC
8.2	Form of State Income Tax Opinion of Crowe Horwath LLP
10.1	Form of PCSB Bank Employee Stock Ownership Plan*
10.2	Form of Employment Agreement between PCSB Bank and Joseph D. Roberto
10.3	Form of Employment Agreement between PCSB Bank and Scott N. Nogles
10.4	Form of Employment Agreement between PCSB Bank and Michael P. Goldrick
10.5	Form of Employment Agreement between PCSB Financial Corporation and Joseph D. Roberto
10.6	Form of Employment Agreement between PCSB Financial Corporation and Scott N. Nogles
10.7	Form of Employment Agreement between PCSB Financial Corporation and Michael P. Goldrick
10.8	Form of One-Year Change in Control Agreement between PCSB Bank, PCSB Financial Corporation and certain executive officers
10.9	Form of Two-Year Change in Control Agreement between PCSB Bank, PCSB Financial Corporation and certain executive officers
10.10	Supplemental Executive Retirement Plan for Joseph D. Roberto
10.11	Supplemental Life Insurance Agreement for Joseph D. Roberto
10.12	Supplemental Life Insurance Plan for Senior Executives
10.13	Form of Supplemental Executive Retirement Plan for Senior Executives
10.14	PCSB Bank Trustee Fee Deferral Plan
10.15	PCSB Bank Trustee Supplemental Life Insurance Plan
10.16	PCSB Bank Death Benefit Only Plan for Michael T. Weber
21	Subsidiaries of PCSB Financial Corporation
23.1	Consent of Luse Gorman, PC (contained in Opinions included as Exhibits 5 and 8.1)
23.2	Consent of RP Financial, LC.
23.3	Consent of Crowe Horwath LLP
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between PCSB Bank and RP Financial, LC.
99.2	Letter of RP Financial, LC. with respect to value of Subscription Rights
99.3	Appraisal Report of RP Financial, LC.
99.4	Marketing Materials
99.5	Stock Order and Certification Form

* To be filed by amendment.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information is inapplicable or is included in the consolidated financial statements and related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which 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;

(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

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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) 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.

(5) 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.

(6) 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.

(7) 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.

(8) 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

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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.

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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 Yorktown Heights, State of New York on December 12, 2016.

PCSB FINANCIAL CORPORATION
By:	/s/ Joseph D. Roberto
	Joseph D. Roberto
	Chairman, President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of PCSB Financial Corporation (the “Corporation”) hereby severally constitute and appoint Joseph D. Roberto as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said individual may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, 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 Corporation’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 individual 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/ Joseph D. Roberto Joseph D. Roberto	Chairman, President and Chief Executive Officer (Principal Executive Officer)	December 12, 2016
/s/ Scott Nogles Scott Nogles	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 12, 2016
/s/ William L. Cuddy, Jr. William L. Cuddy, Jr.	Director	December 12, 2016
/s/ Kevin B. Dwyer Kevin B. Dwyer	Director	December 12, 2016
/s/ Jeffrey Kellogg Jeffrey Kellogg	Director	December 12, 2016
/s/ Robert Lusardi Robert Lusardi	Director	December 12, 2016
/s/ Matthew G. McCrosson Matthew G. McCrosson	Director	December 12, 2016
/s/ Karl A. Thimm Karl A. Thimm	Director	December 12, 2016
/s/ Michael T. Weber Michael T. Weber	Director	December 12, 2016
/s/ Richard F. Weiss Richard F. Weiss	Director	December 12, 2016

As filed with the Securities and Exchange Commission on December 12, 2016

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

TO

REGISTRATION STATEMENT ON FORM S-1

PCSB Financial Corporation

PCSB Bank 401(k) Savings Plan

Yorktown Heights, New York

EXHIBIT INDEX

1.1	Engagement Letter between PCSB Bank and Sandler O’Neill & Partners, L.P. (marketing agent services)
1.2	Engagement Letter between PCSB Bank and Sandler O’Neill & Partners, L.P. (records management agent services)
1.3	Form of Agency Agreement between PCSB Financial Corporation, PCSB Bank, and Sandler O’Neill & Partners, L.P.*
2	Plan of Conversion of PCSB Bank
3.1	Articles of Incorporation of PCSB Financial Corporation
3.2	Bylaws of PCSB Financial Corporation
4	Form of Common Stock Certificate of PCSB Financial Corporation
5	Opinion of Luse Gorman, PC regarding legality of securities being registered
8.1	Form of Federal Income Tax Opinion of Luse Gorman, PC
8.2	Form of State Income Tax Opinion of Crowe Horwath LLP
10.1	Form of PCSB Bank Employee Stock Ownership Plan*
10.2	Form of Employment Agreement between PCSB Bank and Joseph D. Roberto
10.3	Form of Employment Agreement between PCSB Bank and Scott N. Nogles
10.4	Form of Employment Agreement between PCSB Bank and Michael P. Goldrick
10.5	Form of Employment Agreement between PCSB Financial Corporation and Joseph D. Roberto
10.6	Form of Employment Agreement between PCSB Financial Corporation and Scott N. Nogles
10.7	Form of Employment Agreement between PCSB Financial Corporation and Michael P. Goldrick
10.8	Form of One-Year Change in Control Agreement between PCSB Bank, PCSB Financial Corporation and certain executive officers
10.9	Form of Two-Year Change in Control Agreement between PCSB Bank, PCSB Financial Corporation and certain executive officers
10.10	Supplemental Executive Retirement Plan for Joseph D. Roberto
10.11	Supplemental Life Insurance Agreement for Joseph D. Roberto
10.12	Supplemental Life Insurance Plan for Senior Executives
10.13	Form of Supplemental Executive Retirement Plan for Senior Executives
10.14	PCSB Bank Trustee Fee Deferral Plan
10.15	PCSB Bank Trustee Supplemental Life Insurance Plan
10.16	PCSB Bank Death Benefit Only Plan for Michael T. Weber
21	Subsidiaries of PCSB Financial Corporation
23.1	Consent of Luse Gorman, PC (contained in Opinions included as Exhibits 5 and 8.1)
23.2	Consent of RP Financial, LC.
23.3	Consent of Crowe Horwath LLP
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between PCSB Bank and RP Financial, LC.
99.2	Letter of RP Financial, LC. with respect to value of Subscription Rights
99.3	Appraisal Report of RP Financial, LC.
99.4	Marketing Materials
99.5	Stock Order and Certification Form

* To be filed by amendment.

EX-1.1

Exhibit 1.1

[Letterhead of Sandler O’Neill & Partners, L.P.]

August 17, 2016

PCSB Bank

2651 Strang Boulevard

Suite 100

Yorktown Heights, NY 10598

Attention: Mr. Joseph D. Roberto Chairman, President and Chief Executive Officer

Ladies and Gentlemen:

We understand that the Board of Trustees of PCSB Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will be converted into stock form and shares of the common stock (the “Shares”) of a newly organized stock holding company (the “Holding Company”) for the Bank will be offered and sold in a public offering. The Holding Company and the Bank are sometimes collectively referred to herein as the “Company.” Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to assist the Company with the Offering and this letter is to confirm the terms and conditions of our engagement.

Under the terms of the Plan and applicable regulations, the Shares will be offered first to eligible depositors of the Bank and the Company’s tax-qualified employee stock benefit plans in a subscription offering (the “Subscription Offering”). Subject to the prior rights of subscribers in the subscription offering, the Shares may be offered in a community offering, with a preference given in the community offering to residents of the communities served by the Bank (the “Community Offering,” and together with the Subscription Offering, the “Subscription and Community Offering”). Shares not subscribed for in the Subscription and Community Offering, if any, may be offered to the general public by Sandler O’Neill on a best efforts basis (a “Syndicated Offering”) or in a firm commitment offering (a “Firm Commitment Offering,” and together with the Subscription and Community Offering and any Syndicated Offering, the “Offering”).

OFFERING SERVICES

Sandler O’Neill will work with the Company and its management, counsel, accountants and other advisors in preparing for and completing the Offering and anticipate that our services will include the following:

1. Consulting as to the financial and marketing implications of the Plan;

Board of Trustees

PCSB Bank

August 17, 2016

Page 2

2. Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraiser’s appraisal of the Holding Company’s common stock;

3. Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

4. Assisting in the design and implementation of a marketing strategy for the Offering;

5. Assisting the Company’s management in scheduling and preparing for meetings with potential investors and/or other broker/dealers in connection with the Offering; and

6. Providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offering.

Sandler O’Neill will act as exclusive marketing agent for the Company in the Subscription and Community Offering and will serve as sole book-running manager of the Syndicated Offering and/or Firm Commitment Offering. It is understood that neither Sandler O’Neill nor any other broker/dealer shall be obligated to take or purchase any Shares in the Offering other than as may be expressly agreed to by such firms and the Company in an underwriting agreement for a Firm Commitment Offering.

FEES

If the Offering is consummated, the Company agrees to pay Sandler O’Neill for its marketing agent services a fee of ninety basis points (0.90%) of the aggregate Actual Purchase Price of all Shares sold in the Subscription and Community Offering, excluding Shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company established for the benefit of its trustees, directors, officers and employees, and (ii) any director, trustee, officer or employee of the Company or members of their immediate families (whether directly, as a participant in an employee plan or through a business, trust or other entity controlled by such person or as to which such person is the primary beneficiary), as to which no fee shall be payable. For the avoidance of doubt, no fee shall be charged in connection with any shares issued to the Company’s charitable foundation established in connection with the conversion.

With respect to any Shares sold in a Syndicated Offering and/or Firm Commitment Offering, the Company agrees to pay Sandler O’Neill and any other participating broker/dealers an aggregate fee of 5.0% of the aggregate Actual Purchase Price of all Shares sold in the Syndicated Offering and/or Firm Commitment Offering.

Board of Trustees

PCSB Bank

August 17, 2016

Page 3

For purposes of this letter, the term “Actual Purchase Price” shall mean the price at which the Shares are sold in the Offering and the term “immediate family” shall mean a spouse and any children living in the same household as the director, trustee, officer or employee. All fees payable hereunder shall be due and payable in immediately available funds by wire transfer at the time of the closing of the Offering. If (a) Sandler O’Neill’s engagement hereunder is terminated for any of the reasons provided for under the second paragraph of the section of this letter captioned “Definitive Agreement,” or (b) the Offering is terminated by the Company, no fees shall be payable by the Company to Sandler O’Neill hereunder.

COSTS AND EXPENSES

In addition to any fees that may be payable to Sandler O’Neill hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Sandler O’Neill, 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, without limitation, legal fees and expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, up to a maximum of $110,000, which expense cap shall be increased to $125,000 if a Syndicated Offering or Firm Commitment Offering is undertaken; provided, however, that Sandler O’Neill shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

As is customary, the Company will bear all other expenses incurred in connection with the Offering, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the Shares in the various states; (iv) listing fees; and (v) all fees and disbursements of the Company’s counsel, accountants, transfer agent and other advisors; and (vi) the establishment and operational expenses for the Conversion Center (e.g., postage, telephones, supplies, temporary employees, etc.). In the event Sandler O’Neill incurs any such fees and expenses on behalf of the Company, the Company will reimburse Sandler O’Neill for such fees and expenses whether or not the Offering is consummated.

Board of Trustees

PCSB Bank

August 17, 2016

Page 4

DUE DILIGENCE REVIEW

Sandler O’Neill’s obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Company and its trustees, directors, officers, agents and employees as Sandler O’Neill and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Company agrees that, at its expense, it will make available to Sandler O’Neill all information that Sandler O’Neill requests, and will allow Sandler O’Neill the opportunity to discuss with the Company’s management the financial condition, business and operations of the Company. The Company acknowledges that Sandler O’Neill will rely upon the accuracy and completeness of all information received from the Company and its trustees, directors, officers, employees, agents, independent accountants and counsel.

BLUE SKY MATTERS

Sandler O’Neill and the Company agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offering. The Company will cause such counsel to prepare a Blue Sky Memorandum related to the Offering, including Sandler O’Neill’s and any other broker-dealer’s participation therein, and shall furnish Sandler O’Neill a copy thereof addressed to Sandler O’Neill or upon which such counsel shall state Sandler O’Neill may rely.

CONFIDENTIALITY

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, Sandler O’Neill 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”); provided, however, that Sandler O’Neill may disclose such information to its agents and advisors who are assisting or advising Sandler O’Neill in performing its services hereunder and who have been directed to comply with the confidentiality terms and conditions of this paragraph. 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 Sandler O’Neill in breach of the confidentiality provisions contained herein, (b) was available to Sandler O’Neill on a non-confidential basis prior to its disclosure to Sandler O’Neill by the Company, (c) becomes available to Sandler O’Neill on a non-confidential basis from a person other than the Company who is not known by Sandler O’Neill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Sandler O’Neill without use of or reference to the Confidential Information disclosed hereunder.

The Company hereby acknowledges and agrees that the financial models and presentations used by Sandler O’Neill in performing its services hereunder have been developed by and are proprietary to Sandler O’Neill and are protected under applicable copyright laws. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior written consent of Sandler O’Neill.

Board of Trustees

PCSB Bank

August 17, 2016

Page 5

INDEMNIFICATION

Since Sandler O’Neill will be acting on behalf of the Company in connection with the Offering, each of the Bank and the Holding Company agrees to indemnify and hold Sandler O’Neill, its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Sandler O’Neill and each such person being an “Indemnified Party”) harmless 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 Offering or the engagement of Sandler O’Neill pursuant to, or the performance by Sandler O’Neill 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 of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party 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 (i) 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 Sandler O’Neill expressly for use therein, or (ii) is primarily attributable to the gross negligence, willful misconduct or bad faith of Sandler O’Neill. If the foregoing indemnification is unavailable for any reason, the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offering bears to that of Sandler O’Neill.

The Company agrees to notify Sandler O’Neill promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this agreement.

DEFINITIVE AGREEMENT

Sandler O’Neill and the Company agree that (a) except as set forth in clause (b) below, the foregoing represents the general intention of the Company and Sandler O’Neill with respect to the services to be provided by Sandler O’Neill in connection with the Offering, which will serve as a basis for Sandler O’Neill commencing activities, and (b) the only legal and binding obligations of the Company and Sandler O’Neill with respect to the Offering shall be (1) the Company’s obligation to

Board of Trustees

PCSB Bank

August 17, 2016

Page 6

reimburse costs and expenses pursuant to the section captioned “Costs and Expenses,” (2) those set forth under the captions “Confidentiality” and “Indemnification,” and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Subscription Offering, and a duly negotiated and executed Underwriting Agreement to be entered into prior to the commencement of any Firm Commitment Offering. Such Agency Agreement and Underwriting Agreement shall be in form and content satisfactory to Sandler O’Neill and the Company and their respective counsel and shall contain standard indemnification and contribution provisions consistent herewith.

Sandler O’Neill’s execution of such Agency Agreement and Underwriting Agreement shall also be subject to (i) Sandler O’Neill’s satisfaction with its investigation of the Company’s business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O’Neill and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O’Neill and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable, and (v) market conditions at the time of the proposed offering. Sandler O’Neill may terminate this agreement if such Agency Agreement is not entered into prior to June 30, 2017.

REPRESENTATIONS

The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this agreement, the execution, delivery and performance of this agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this agreement has been duly authorized, executed and delivered by the Company.

MISCELLANEOUS

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.

Board of Trustees

PCSB Bank

August 17, 2016

Page 7

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.

Very truly yours,
SANDLER O’NEILL & PARTNERS, L.P.
By:	Sandler O’Neill & Partners Corp.,
	the sole general partner
By:	/s/ Catherine A. Lawton
	Catherine A. Lawton
	An Officer of the Corporation

Accepted and agreed to as of the date first above written:
PCSB BANK
By:	/s/ Joseph D. Roberto
	Joseph D. Roberto
	Chairman, President and Chief Executive Officer

EX-1.2

Exhibit 1.2

[Letterhead of Sandler O’Neill & Partners, L.P.]

August 17, 2016

Mr. Joseph D. Roberto

Chairman, President and Chief Executive Officer

PCSB Bank

2651 Strang Boulevard

Suite 100

Yorktown Heights, NY 10598

Dear Mr. Roberto:

We understand that the Board of Trustees of PCSB Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will be converted into stock form and shares of the common stock (the “Common Stock”) of a newly organized stock holding company (the “Holding Company”) for the Bank will be offered and sold to the Bank’s eligible depositors and certain tax-qualified employee benefit plans in a subscription offering and, to the extent shares remain available, to members of the Bank’s community in a community offering and, under certain circumstances, to the general public in a syndicated community offering or a firm commitment public offering (collectively, the “Offering”). The Holding Company and the Bank are sometimes collectively referred to herein as the “Company.” Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to act as records management agent (“Records Agent”) for the Bank in connection with the Offering. This letter is to confirm the terms and conditions of our engagement.

SERVICES AND FEES

In our role as Records Agent, we anticipate that our services will include the services outlined below, each as may be necessary and as the Company may reasonably request:

I. Consolidation of Deposit Accounts and Vote Calculation

II. Design and Preparation of Proxy Forms for Depositor Vote and Stock Order Forms for the Offering

III. Organization and Supervision of the Conversion Center

IV. Coordinate Proxy Solicitation and Special Meeting Services

V. Subscription Services

PCSB Bank

August 17, 2016

Page 2

Each of these services is further described in Appendix A to this agreement.

For its services hereunder, the Company agrees to pay Sandler O’Neill a fee of $30,000. This fee is based upon the requirements of current regulations and the Plan as currently contemplated. Any unusual or additional items or duplication of service required as a result of a material change in the regulations or the Plan as currently contemplated or a material delay or other similar events may result in extra charges that will be covered in a separate agreement if and when they occur, but in no event shall such additional fees exceed $20,000. All fees under this agreement shall be payable in cash, as follows: (a) $10,000 payable upon execution of this agreement, which shall be non-refundable; and (b) the balance upon the mailing of proxy and offering materials to the Bank’s eligible account holders.

COSTS AND EXPENSES

In addition to any fees that may be payable to Sandler O’Neill hereunder, the Company agrees to reimburse Sandler O’Neill, 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, without limitation, travel, lodging, meals, telephone, postage and other similar expenses, up to a maximum of $25,000. It is understood that all expenses associated with the operation of the Conversion Center will be borne by the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this agreement.

RELIANCE ON INFORMATION PROVIDED

The Company will furnish Sandler O’Neill with such information as Sandler O’Neill reasonably believes appropriate to its assignment (all such information so furnished being the “Records”). The Company recognizes and confirms that Sandler O’Neill (a) will use and rely primarily on the Records without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the Records. The Company will also inform Sandler O’Neill within a reasonable period of time of any changes in the Plan that require changes in Sandler O’Neill’s services.

CONFIDENTIALITY

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, Sandler O’Neill 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”); provided, however, that Sandler O’Neill may disclose such information to its agents and advisors who are assisting or advising Sandler O’Neill in performing its services hereunder and who have been directed to comply with the terms and conditions of this paragraph. 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 Sandler O’Neill in breach of the confidentiality provisions contained herein, (b)

PCSB Bank

August 17, 2016

Page 3

was available to Sandler O’Neill on a non-confidential basis prior to its disclosure to Sandler O’Neill by the Company, (c) becomes available to Sandler O’Neill on a non-confidential basis from a person other than the Company who is not otherwise known to Sandler O’Neill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Sandler O’Neill without use of or reference to the Confidential Information disclosed hereunder.

LIMITATIONS

Sandler O’Neill, as Records Agent, (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 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 out of its own willful misconduct, bad faith or gross negligence; (d) will 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 (e) 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.

Anything in this agreement to the contrary notwithstanding, in no event shall Sandler O’Neill be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Sandler O’Neill 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 Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons (Sandler O’Neill and each such person being an “Indemnified Party”) harmless 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 Sandler O’Neill pursuant to, and the performance by Sandler O’Neill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party 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 Sandler O’Neill’s willful misconduct, bad faith or gross negligence.

PCSB Bank

August 17, 2016

Page 4

REPRESENTATIONS

The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this agreement, the execution, delivery and performance of this agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this agreement has been duly authorized, executed and delivered by the Company.

MISCELLANEOUS

The following addresses shall be sufficient for written notices to each other:

If to you:	PCSB Bank
	2651 Strang Boulevard
	Suite 100
	Yorktown Heights, NY 10598
	Attention: Mr. Joseph D. Roberto
If to us:	Sandler O’Neill & Partners, L.P.
	1251 Avenue of the Americas
	New York, New York 10020
	Attention: General Counsel

The agreement and appendix hereto constitute 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.

[signature page follows]

PCSB Bank

August 17, 2016

Page 5

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.

Very truly yours,
SANDLER O’NEILL & PARTNERS, L.P.
By:	Sandler O’Neill & Partners Corp.,
	the sole general partner
By:	/s/ Catherine A. Lawton
	Catherine A. Lawton
	An Officer of the Corporation

Accepted and agreed to as of the date first above written:
PCSB BANK
By:	/s/ Joseph D. Roberto
	Joseph D. Roberto
	Chairman, President and Chief Executive Officer

APPENDIX A

OUTLINE OF RECORDS AGENT SERVICES

I. Consolidation of Deposit Accounts and Vote Calculation

1. Consolidate files in accordance with regulatory guidelines and create central file.

2. Our EDP format will be provided to your data processing representatives.

3. Vote calculation.

II. Design and Preparation of Proxy Forms for Depositor Vote and Stock Order Forms for the Offering

1. Assist in designing proxy cards and stock order forms for voting and ordering stock.

2. Prepare deposit account holder data for proxy cards and stock order forms.

III. Organization and Supervision of the Conversion Center

1. Advising on the physical organization of the Conversion Center, including materials requirements.

2. Assist in the training of all Bank personnel and temporary employees who will be staffing the Conversion Center.

3. Establish reporting procedures.

4. On-site supervision of the Conversion Center during the offering period.

IV. Coordinate Proxy Solicitation and Special Meeting Services

1. Coordinate with and support proxy solicitor/tabulator.

2. Act as or support inspector of election, it being understood that Sandler O’Neill will not act as inspector of election in the case of a contested election.

3. If required, delete voting record date accounts closed prior to special meeting.

V. Subscription Services

1. Produce list of depositors by state (Blue Sky report).

2. Production of subscription rights and research books.

3. Stock order form processing.

4. Daily reports and analysis.

5. Proration calculation and share allocation in the event of an oversubscription.

6. Produce charter shareholder list.

7. Interface with Transfer Agent for issuance of initial ownership statements.

8. Refund and interest calculations.

9. Notification of full/partial rejection of orders.

10. Production of 1099/Debit tape.

A-1

EX-2

Exhibit 2

PLAN OF CONVERSION

OF

PCSB BANK

TABLE OF CONTENTS

1.	DEFINITIONS	2
2.	PROCEDURES FOR CONVERSION	7
3.	APPLICATIONS AND APPROVALS	9
4.	SALE OF SUBSCRIPTION SHARES	9
5.	PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES	9
6.	RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY	10
7.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)	11
8.	SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)	11
9.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)	12
10.	COMMUNITY OFFERING	12
11.	SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT OFFERING	13
12.	LIMITATIONS ON PURCHASES	14
13.	PAYMENT FOR SUBSCRIPTION SHARES	15
14.	MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS	16
15.	UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT	17
16.	RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES	17
17.	ESTABLISHMENT OF LIQUIDATION ACCOUNT	17
18.	CONTRIBUTION TO THE FOUNDATION	19
19.	VOTING RIGHTS OF STOCKHOLDERS	19
20.	RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION	19
21.	REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION	20
22.	TRANSFER OF DEPOSIT ACCOUNTS	20
23.	REGISTRATION AND MARKETING	21
24.	TAX RULINGS OR OPINIONS	21
25.	STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS	21
26.	RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY	21
27.	PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK	22
28.	ARTICLES OF INCORPORATION AND BYLAWS	23
29.	CONSUMMATION OF CONVERSION AND EFFECTIVE DATE	23
30.	EXPENSES OF CONVERSION	23
31.	AMENDMENT OR TERMINATION OF PLAN	23
32.	CONDITIONS TO CONVERSION	23
33.	INTERPRETATION	24

(i)

PLAN OF CONVERSION

OF

PCSB BANK

INTRODUCTION

This Plan of Conversion (the “Plan”) provides for the conversion of PCSB Bank (the “Bank”) from a New York-chartered mutual savings bank to a New York-chartered capital stock savings bank (the “Conversion”). As part of the Conversion, the Bank will establish a new stock holding company (the “Holding Company”) that will issue, concurrently with the Conversion, shares of its Common Stock sold in the Offering.

The primary business purpose of the Conversion is to provide the Bank and the Holding Company with additional capital to support growth and achieve economies of scale in response to changing regulatory and market conditions, including higher compliance and operating costs associated with new banking regulations. Bank regulators also have increased the minimum regulatory capital requirements for banks and savings banks, and the additional capital raised in the Conversion will enable the Bank to grow and also continue to satisfy the new capital requirements. The Conversion will also provide the Bank and the Holding Company greater flexibility to effect corporate transactions, including mergers and acquisitions, and expansion of the Bank’s branch network.

The Holding Company will offer shares of 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 below. To the extent shares of Common Stock remain available for purchase after the completion of the Subscription Offering, the Company may offer the remaining shares for sale in a Community Offering, Syndicated Community Offering or Firm Commitment Offering. All sales of Common Stock in any Community Offering, Syndicated Community Offering or Firm Commitment Offering will be at the sole discretion of the Holding Company.

The Conversion will have no effect on depositors, borrowers or other customers of the Bank (other than with respect to voting and liquidation rights as set forth herein). After the Conversion, the Bank’s insured deposit accounts will continue to be insured by the FDIC to the fullest extent provided by applicable law.

In furtherance of the Bank’s commitment to its community, this Plan provides for a contribution of Holding Company Common Stock and/or cash, subject to regulatory limitations, to the Foundation. The funding of the Foundation is intended to enhance the Bank’s existing community reinvestment activities in a manner that will allow the Bank’s local communities to share in the growth and profitability of the Holding Company and the Bank over the long term.

1

This Plan has been approved by the Board of Directors of the Bank. This Plan also must be approved by Voting Depositors of the Bank at a Special Meeting of Depositors to be called for that purpose by the following votes: (i) at least 75% of the votes cast by Voting Depositors of the Bank, represented in person or by proxy, and (ii) at least a majority of the total number of votes entitled to be cast by Voting Depositors of the Bank. The DFS must approve this Plan and the transactions contemplated hereby before it is presented to Voting Depositors for their approval. In addition, the Holding Company will make any and all filings in a timely manner with the FDIC, the Federal Reserve and the SEC to obtain any requisite regulatory approvals or non-objections to complete the Conversion.

1.    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 Tax-Qualified Employee Stock Benefit Plan will be aggregated.

Affiliate – The term affiliate, when applied to a specified Person, includes any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

Annual Closing Date – means June 30.

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 before the commencement of 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 increased by up to 15% after 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 (A) lives in the same home as such Person or (B) is a Director or Officer of the Bank, the Holding Company or a subsidiary of the Bank or the Holding Company.

2

Bank – PCSB Bank, in its pre-Conversion mutual form or its post-Conversion stock form, as indicated by the context.

Bank Regulators – the DFS and, where applicable, the FDIC and the Federal Reserve.

Code – The Internal Revenue Code of 1986, as amended.

Common Stock – The common stock, par value $0.01 per share, of the Holding Company.

Community – Dutchess, Putnam, Rockland and Westchester Counties in New York.

Community Offering – The offering for sale to certain members of the general public directly by the Holding Company of Subscription Shares not subscribed for in the Subscription Offering. The Community Offering may occur concurrently with the Subscription Offering and any Syndicated Community Offering, or upon conclusion of the Subscription Offering.

Control – (including the terms “controlling,” “controlled by,” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise as described in Section 143-b of the New York Banking Law.

Conversion – The conversion of the Bank to stock form pursuant to this Plan and all steps incident or necessary thereto, including the Offering.

Conversion Application – The application on such form as may be prescribed by the DFS which will be filed by the Bank with the DFS in connection with the Conversion.

Conversion Notice – The notice in such form as may be prescribed by the FDIC which will be filed by the Bank with the FDIC in connection with the Conversion

DFS – The New York State Department of Financial Services.

Deposit Account – Any withdrawable account, including, without limitation, savings, time, demand, NOW accounts, money market, certificate and passbook accounts.

Depositor – Any Person that qualifies as a depositor of the Bank.

3

Director – A member of the Board of Trustees of the Bank (in mutual form), of the Board of Directors of the Bank (in stock form) or of the Board of Directors of 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, which is September 30, 2015.

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 the 401(k) Plan.

ESOP – The Bank’s Employee Stock Ownership Plan, and related trust.

FDIC – The Federal Deposit Insurance Corporation.

Federal Reserve – The Board of Governors of the Federal Reserve System.

Firm Commitment Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and any Community Offering, to members of the general public through one or more underwriters. A Firm Commitment Offering may occur following the Subscription Offering and the Community Offering as an alternative to a Syndicated Community Offering.

Foundation – PCSB Bank Charitable Foundation, a new charitable foundation intended to qualify as an exempt organization under Code Section 501(c)(3) that will receive Holding Company Common Stock and/or cash in connection with the Offering.

Foundation Shares – Shares of Holding Company Common Stock issued to the Foundation in connection with the Conversion.

Holding Company – The corporation formed to acquire all of the shares of capital stock of the Bank in connection with the Conversion, which shall be incorporated in Maryland or such other state as shall be designated by the Board of Trustees of the Bank.

Holding Company Application – The holding company application on such form as may be prescribed by the Federal Reserve, which will be filed with the Federal Reserve in connection with the Conversion and the formation of the Holding Company. Such term shall also include the appropriate application on such form as may be prescribed by the DFS in connection with the Conversion and formation of the Holding Company.

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.

4

Liquidation Account – The account established by the Bank representing the liquidation interests received by Eligible Account Holders and any Supplemental Eligible Account Holders in the Conversion in exchange for their liquidation and other interests in the Bank immediately before the Conversion.

Offering – The offering and issuance, pursuant to this Plan, of Common Stock in a Subscription Offering, Community Offering, Syndicated Community Offering or Firm Commitment Offering, as the case may be.

Offering Range – The range of the number of shares of Common Stock offered for sale in the Offering. The Offering Range shall be equal to the Appraised Value Range divided by the Subscription Price.

Officer – The term Officer means the president, any vice president (but not an assistant vice president, second vice president, or other vice president having authority similar to an assistant or second vice president), the secretary, the treasurer, the comptroller, and any other person performing similar functions with respect to any organization whether incorporated or unincorporated. The term Officer also includes the Chairman of the Board of Directors if the Chairman is authorized by the charter or bylaws of the organization to participate in its operating management or if the Chairman in fact participates in such management.

Order Form – Any form (together with any cover letter and acknowledgment) sent to any Participant or other 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.

Participant – Any Eligible Account Holder, Employee Plan or Supplemental Eligible Account Holder.

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 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 for sale 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 $100, or (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 $100.

5

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. For a corporation or other business entity to be a Resident, the principal place of business or headquarters of such 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 use deposit or loan records or such other evidence provided to it to determine whether a Person is a resident of the Community. In all cases, however, such a determination shall be in the sole discretion of the Bank. A Person must be a “Resident” for the purpose of determining whether such Person “resides” in the Community as such term is used in this Plan.

SEC – The United States Securities and Exchange Commission.

Special Meeting of Depositors – The special meeting of Depositors and any adjournments thereof held to consider and vote upon this Plan.

Subscription Offering – The offering for sale 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 before the commencement of the Subscription Offering.

Subscription Shares – Shares of Common Stock offered for sale in the Offering.

Supplemental Eligible Account Holder – Any Person who holds 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 DFS approval of the application for conversion. The Supplemental Eligibility Record Date will only occur if the DFS has not approved the Conversion within 15 months after the Eligibility Record Date.

Syndicated Community Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and the Community Offering, to members of the general public through a syndicate of broker-dealers. The Syndicated Community Offering may occur concurrently with the Subscription Offering and any Community Offering, or upon conclusion of the Subscription Offering and any Community Offering.

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 Code. The Bank may make scheduled discretionary contributions to a tax-qualified employee stock benefit plan; provided, however, 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.

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Voting Depositor – Any Person who at the close of business on the Voting Record Date is entitled to vote as a Depositor of the Bank. A Voting Depositor shall be entitled to cast a number of votes as determined in accordance with Section 9019 of the New York Banking Law.

Voting Record Date – The date fixed by the Directors for determining eligibility to vote at the Special Meeting of Depositors.

2.    PROCEDURES FOR CONVERSION

A.    After approval of this Plan by the Board of Directors of the Bank, this Plan and the transactions contemplated hereby, together with all other requisite material, shall be submitted to the Bank Regulators for approval. Notice of the adoption of this Plan by the Board of Directors of the Bank 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 Depositors. The Bank also will publish notices of the filing of the Conversion Application with the DFS and the filing of the Holding Company Application with the Federal Reserve.

Promptly following approval by the Bank Regulators, this Plan and the transactions contemplated hereby will be submitted to a vote of the Voting Depositors at the Special Meeting of Depositors. The Bank will mail to all Voting Depositors, at their address appearing on the records of the Bank as of the Voting Record Date, a proxy statement in either long or summary form describing this Plan. 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 will be given the opportunity to request by telephone or by letter addressed to the Bank’s Secretary, a copy of this Plan. Upon approval of the Plan by (i) 75% of the aggregate dollar amount of deposits of Voting Depositors, represented in person or by proxy at the Special Meeting of Depositors, and (ii) a majority of the total number of votes entitled to be cast by Voting Depositors, the Holding Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion. The Conversion must be completed within 24 months from the date of the approval of this Plan by the DFS, unless a longer time period is permitted by the DFS.

B.    The period for the Subscription Offering will be not less than 20 days nor more than 45 days from the date Participants are first mailed a Prospectus and Order Form, unless extended. Any shares of Common Stock for which subscriptions have not been received in the Subscription Offering may be offered for sale in a Community Offering, a Syndicated Community Offering or a Firm Commitment Offering, or in any other manner permitted by the Bank Regulators and the SEC. All sales of shares of Common Stock must be completed within 45 days after the last day of the Subscription Offering, unless the offering period is extended by the Holding Company with the approval of the Bank Regulators. No single extension of more than 90 days will be granted.

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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. Each of the steps set forth herein shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to the 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 Depositors also shall constitute approval of each of the transactions necessary to implement this Plan.

(1) The Bank will convert its charter to a New York 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 in exchange 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.

D.    The Holding Company shall register the Subscription Shares and the Foundation Shares with the SEC and any appropriate state securities authorities.

E.    The Board of Directors of the Bank may determine for any reason at any time before 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 Holding Company Application will be withdrawn from the Federal Reserve, and the Bank will take steps necessary to complete the Conversion, including filing any necessary documents with the DFS and any other applicable state or Federal regulatory agencies 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 DFS and any other applicable state or Federal regulatory agencies.

F.    Upon completion of the Conversion, the legal existence of the Bank shall not terminate but the Bank (in stock form) shall be a continuation of the entity of the Bank (in mutual form) 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 shall vest in the Bank (in stock form). The Bank (in stock form) shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the Bank (in mutual form). The Bank (in stock form) at the time and the taking effect of the Conversion shall continue to have and succeed to all the rights, obligations and relations of the Bank (in mutual form). All pending actions and other judicial or administrative proceedings to which the Bank (in mutual form) was a party shall 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 Bank (in stock form) 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 before 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 voting and liquidation rights) as in effect before the Conversion. All insured Deposit Accounts in the Bank after the Conversion will continue to be insured by the FDIC to the extent provided by applicable law.

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G.    The executive offices/headquarters, home office and branch offices of the Bank shall be unaffected by the Conversion. The executive offices of the Holding Company shall be located at the current executive offices of the Bank.

3.    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 Conversion. The Bank shall file a Conversion Application with the DFS and a Conversion Notice with the FDIC, and the Holding Company shall file a Holding Company Application with the Federal Reserve and the DFS and a registration statement with the SEC. The Bank and Holding Company shall make any additional filings necessary to obtain all approvals required to complete the Conversion.

4.    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 Prospectus and the Proxy Statement for the Special Meeting of Depositors. 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 offered for sale in the Community Offering. The Subscription Offering may begin before the Special Meeting of Depositors and, in that event, the Community Offering also may begin before the Special Meeting of Depositors. The sale of Common Stock offered for sale before the Special Meeting of Depositors, however, is subject to the approval of this Plan by Voting Depositors.

If feasible, any shares of Common Stock remaining after the Subscription Offering and the Community Offering, if a Community Offering is conducted, will be sold in a Syndicated Community Offering or a Firm Commitment Offering, or in any manner approved by the Bank Regulators that will achieve the widest distribution of the Common Stock. The issuance of Common Stock in the Subscription Offering and any Community Offering will be consummated simultaneously on the date of the sale of Common Stock in any Syndicated Community Offering or Firm Commitment Offering, and only if the required minimum number of shares of Common Stock has been issued.

5.    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 before the commencement of the Subscription Offering, 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 Bank Regulators, and the maximum of the Appraised Value Range may be increased by up to 15% after the commencement of the Subscription Offering to reflect changes in market and financial conditions or demand for the shares. The total 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.

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If the Subscription Price multiplied by the number of Subscription Shares to be sold 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 subscribers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range will be deemed not material and thus shall not 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, provided that all required regulatory approvals are obtained.

Notwithstanding the foregoing, Subscription Shares will not be issued unless, before the consummation of the Offering, the Independent Appraiser confirms to the Bank, the Holding Company and the Bank Regulators, 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 to be sold 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, hold a new Offering, or take such other action as the Bank Regulators may permit.

The Common Stock to be issued in the Offering shall be fully paid and non-assessable.

6.    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 expansion through acquisitions of financial service organizations, 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 applicable regulations governing capital distributions.

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7.    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 20,000 shares 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 13.

B.    If 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 Bank Regulators.

8.    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 and contributed to the Foundation, 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 before completion of the Conversion. 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 Bank Regulators, the Employee Plans may purchase all or a portion of such shares in the open market after the Conversion.

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9.    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 20,000 shares 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 13.

B.    If 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.

10.    COMMUNITY OFFERING

If subscriptions are not received for all Subscription Shares offered for sale in the Subscription Offering, shares for which subscriptions have not been received 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. Any Person may purchase up to 20,000 shares of Common Stock in the Community Offering, subject to the purchase limitations specified in Section 13. If 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 (including trusts of natural persons) residing in the Community so that each Person in such category of the Community Offering may receive, to the extent possible, the lesser of 100 shares or the number of shares they ordered, and thereafter any remaining shares will be allocated to Persons in such category of the Community Offering on an equal number of shares basis per order. If orders for Common Stock in the Community Offering still exceed the number of shares available for sale after satisfying the orders of natural persons (including trusts of natural persons) residing in the Community in accordance with the allocation procedures described in the previous sentence, then the same allocation procedures shall be used to allocate shares among Persons not residing in the Community.

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The Holding Company shall 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, that are received in the Community Offering.

11.    SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT OFFERING

If feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or the Community Offering, if any, in a Syndicated Community Offering, 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, and subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Syndicated Community Offering. In the Syndicated Community Offering, any Person may purchase up to 20,000 shares of Common Stock, subject to the purchase limitations specified in Section 13. Provided that the Subscription Offering has begun, the Holding Company may begin the Syndicated Community Offering at any time (including as soon as practicable after the termination of the Subscription Offering and any Community Offering), provided that the completion of the offer and sale of the Common Stock will be conditioned upon the approval of this Plan by Voting Depositors.

Alternatively, if feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or any Community Offering for sale in a Firm Commitment Offering subject to such terms, conditions and procedures as may be determined by the Holding Company, and subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Firm Commitment Offering. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Offering at any time.

If, for any reason, a Syndicated Community Offering or Firm Commitment Offering of shares of Common Stock not sold in the Subscription and Community Offerings cannot be effected, or if any insignificant residue of shares of Common Stock is not sold in the Subscription and Community Offerings or in a Syndicated Community Offering or Firm Commitment Offering, the Holding Company will make other arrangements, if possible, 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 Bank Regulators.

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12.    LIMITATIONS 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 any Person or Participant together with any Associate or group of Persons Acting in Concert (“In Concert Group”) is 30,000 shares of Common Stock, except that the Employee Plans may subscribe for up to 10% of the Common Stock sold in the Offering (including shares issued if the maximum of the Offering Range of is increased 15%) and contributed to the Foundation. If the number of shares of Common Stock otherwise allocable pursuant to Sections 7 through 12 inclusive, would be in excess of the maximum number of shares permitted to be allocated to any In Concert Group as set forth in this section, the number of shares of Common Stock allocated to each Person that makes up such In Concert Group shall first be reduced to the lowest limitation applicable to each such Person and then the number of shares of Common Stock allocated to each such Person shall be reduced until the aggregate allocation to the In Concert Group complies with the limits of this section. The method of reducing the allocation of each Person in any In Concert Group shall be determined by the Holding Company in its sole discretion.

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 25% of the shares of Common Stock sold in the Offering and contributed to the Foundation.

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 if the minimum number of shares of Common Stock purchased times the Subscription Price exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board.

D.    Depending upon market or financial conditions, the Board of Directors of the Holding Company, with the receipt of any required approvals of the Bank Regulators and without further approval of Voting Depositors, may decrease or increase any of the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5.0% of the shares sold in the Offering, except as provided below. If the Holding Company increases the maximum purchase limitation(s), the Holding Company shall 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. If there is such a resolicitation, the Holding Company shall have the right, in its sole discretion, to require such persons to supply immediately available funds for the purchase of additional shares of Common Stock. Such persons will be prohibited from paying with a personal check, but the Holding Company may allow payment by wire transfer.

If the total number of shares offered in the Offering is increased due to an increase in the maximum of the Appraised Value Range of up to 15%, the additional shares may, at the discretion of the Holding Company, be used to fill the Employee Plans orders and then will be allocated in accordance with the purchase priorities set forth in this Plan.

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For purposes of this Section 13, (i) Directors, Officers and Employees of the Bank and the Holding Company or any of their subsidiaries 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 capacities as such, (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 13, 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 Code, 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.

13.    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, the Holding Company or an agent of the Bank or the Holding Company, as described in the Order Form, together with a properly completed and executed Order Form, on or before 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 of Common Stock at the time they subscribe but rather may pay for such shares at the Subscription Price upon consummation of the Offering. Subscription funds will be held in a segregated account at the Bank.

Except as set forth in Section 13D, payment for Common Stock subscribed for in the Subscription Offering and any Community Offering 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 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 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 and will continue to earn interest thereon, 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 by personal check, bank draft or money order will be paid by the Bank at not less than the passbook rate. 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.

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14.    MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS

As soon as practicable after the registration statement prepared by the Holding Company and the Bank has been declared effective by the SEC, and the Bank Regulators have approved the Conversion, cleared the proxy statement to be provided to Voting Depositors and authorized the Prospectus and other offering materials for use, Order Forms will be distributed to the Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders at their addresses appearing on the records of the Bank as of the Voting Record Date for the purpose of subscribing for shares of Common Stock in the Subscription Offering and will be made available for use by those other 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 or its agent, which date shall be at least 20 days but not more than 45 days following the date on which the Order Forms are first mailed to Participants by the Holding Company, 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 each recipient of an 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;

E.    An acknowledgment that the recipient of the Order Form has received a final copy of the Prospectus before 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 Bank or the Holding Company or its agent 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);

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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; and

H.    Certain legends stating that subscription rights may not be transferred and that the shares of the Common Stock are not deposits and are not insured or guaranteed by the Federal government, and a certification stating that the subscriber is purchasing the shares for his or her own account.

The Holding Company reserves the right in its sole discretion to accept or reject orders received on photocopied or facsimilied order forms.

15.    UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT

If Order Forms (a) are not delivered or are not timely delivered by the United States Postal Service, (b) are not received back by the Holding Company or its agent or are received by the Holding Company or its agent after the expiration date specified thereon, (c) are defectively filled out or executed, (d) are not accompanied by the full required payment, unless waived by the Holding Company, 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 a corrected Order Form or the remittance of full payment for subscribed shares by such date as the Holding Company may specify. The interpretation of the Bank or the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the Bank Regulators.

16.    RESIDENTS OF FOREIGN COUNTRIES

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.

17.    ESTABLISHMENT OF LIQUIDATION ACCOUNT

At the time of the Conversion the Bank shall establish 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.

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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 Eligible Account Holders, respectively. 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 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 after 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. If there is 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. The creation and maintenance of the Liquidation Account shall not operate to restrict the use or application of any of the equity accounts of the Bank, except that 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 equity to be reduced below the amount required for the Liquidation Account.

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18.    CONTRIBUTION TO THE FOUNDATION

As part of the Conversion, the Holding Company and the Bank intend to donate shares of Holding Company Common Stock and cash to the Foundation, in such amounts, subject to regulatory limits, as shall be approved by the Board of Directors. This contribution to the Foundation is intended to enhance the Bank’s existing community reinvestment activities, and to share with the communities in which the Bank conducts its business a part of the Bank’s financial success as a community minded, financial services institution. The contribution of Holding Company Common Stock to the Foundation accomplishes this goal as it enables the community to share in the growth and profitability of the Holding Company and the Bank over the long term.

The Foundation is dedicated to the promotion of charitable purposes including community development, grants or donations to support housing assistance, not-for-profit community groups and other types of organizations or civic-minded projects. The Foundation will annually distribute total grants to assist charitable organizations or to fund projects within its local community of not less than 5% of the average fair market value of Foundation assets each year, less certain expenses. In order to serve the purposes for which it was formed and to maintain its qualification under Code Section 501(c)(3), the Foundation may sell, on an annual basis, a limited portion of the Foundation Shares.

For a period of five years following the Conversion, except for temporary periods resulting from death, resignation, removal or disqualification, (i) at least one director of the Foundation will be an independent director who is unaffiliated with the Holding Company and the Bank who is from the Bank’s local community and who has experience with local community charitable organizations and grant making, and (ii) at least one director shall be a person who is also a member of the Board of Directors of the Bank. The board of directors of the Foundation will be responsible for establishing the policies of the Foundation with respect to grants or donations, consistent with the stated purposes of the Foundation.

The contribution to the Foundation as part of the Conversion must be approved by a majority of the total number of votes eligible to be cast by Voting Depositors.

19.    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.

20.    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 19 or as may be approved by the Bank Regulators, 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 20 shall not apply to the following:

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(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 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.

21.    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 Bank Regulators, 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.

22.    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).

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23.    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 Conversion 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.

24.    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.

25.    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 Conversion, 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 other compensation 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.

26.    RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY

A.    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 Bank Regulators. Nothing in this Plan shall prohibit the Holding Company from repurchasing its shares in compliance with applicable regulations.

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B.    In connection with the Conversion, the Bank will apply to the DFS to amend its charter and bylaws consistent with applicable law and DFS regulations. The Bank’s amended charter and bylaws may contain Bank Regulators-approved anti-takeover provisions, such as a charter provision stipulating that no person, except the Holding Company, for a period of three years following the closing date of the Conversion, 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 applicable Bank regulators. The Bank’s charter may also provide that for a period of three 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.

C.    The articles of incorporation of the Holding Company may contain a provision stipulating that in no event shall the record owners of any outstanding shares of Common Stock that are beneficially owned by a person 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, provide for staggered terms for directors, limit the calling of special meetings, require supermajority shareholder votes to amend certain provisions of the articles of incorporation, allow the Board of Directors to issue preferred stock and increase the amount of authorized capital stock without shareholder approval, provide certain qualifications and restrictions for election as director and certain advance notice requirements for shareholder proposals and nominations.

D.    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 Section 2(a)(1) of the Securities Act of 1933, as amended.

27.    PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK

A. The Holding Company shall comply with any applicable regulation in connection with the repurchase of any shares of its capital stock following consummation of the Conversion.

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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) applicable Federal regulatory capital requirements.

28.    ARTICLES OF INCORPORATION AND BYLAWS

By voting to approve this Plan, Voting Depositors will be voting to adopt the articles of incorporation and bylaws for the Holding Company, and the organization certificate and bylaws of the Bank.

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 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.

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 the contribution to the Foundation, 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 Bank Regulators or the SEC or otherwise at any time before solicitation of proxies from Voting Depositors 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 Bank Regulators. Any amendment to this Plan made after approval by Voting Depositors with the approval of the Bank Regulators shall not require further approval by Voting Depositors unless otherwise required by the Bank Regulators. The Board of Directors of the Bank may terminate this Plan at any time before the Special Meeting of Depositors to vote on this Plan, and at any time thereafter with the concurrence of the Bank Regulators.

By adopting this Plan, the Voting Depositors 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:

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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 24;

B.    The issuance of at least the minimum number of Subscription Shares offered in the Offering; and

C.    The completion of the Conversion within the time period specified in Section 2.

33.    INTERPRETATION

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Trustees of the Bank shall be final, subject to the authority of the Bank Regulators.

Dated: December 7, 2016

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

PCSB FINANCIAL CORPORATION

The undersigned, Clifford S. Weber, whose address is 2651 Strang Blvd., Suite 100, Yorktown Heights, New York 10598, being at least eighteen (18) years of age, 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 PCSB Financial Corporation (herein, the “Corporation”).

ARTICLE 2. Principal Office. The street 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 Capital Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is two hundred ten million (210,000,000) shares, consisting of:

1. Ten million (10,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

2. Two hundred million (200,000,000) 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 two million one hundred thousand dollars ($2,100,000). 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 for in these Articles, each holder of the Common Stock shall be entitled to one (1) 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; (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 and (iii) distributions or provision for distributions in settlement of the Liquidation Account established by the Corporation as described in Section G of this Article 5.

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. The power of the stockholders to increase or decrease the authorized shares of the Preferred Stock shall not limit any of the powers of the Board of Directors provided under these Articles.

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 ten percent (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

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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 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 before 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 the filing date of these Articles; 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

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(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 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

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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.

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. If 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 for Certain Actions. With respect to those actions as to which any provision of the Maryland General Corporation Law (the “MGCL”) requires stockholder authorization 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, any 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.

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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 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 Directors’ 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 nine (9), 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 (3) 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 term expires and until his or her successor shall have been duly elected and qualified.

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The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify are as follows:

Term to Expire in 2017:

Karl A. Thimm

Michael T. Weber

Richard F. Weiss

Term to Expire in 2018:

Jeffrey Kellogg

Robert Lusardi

Matthew G. McCrosson

Term to Expire in 2019:

William L. Cuddy, Jr.

Kevin B. Dwyer

Joseph D. Roberto

Stockholders shall not be permitted to cumulate their votes in the election of directors. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

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 at least two-thirds (2/3) 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

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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 eighty percent (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 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 sets forth certain factors that may be considered by the Board

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of Directors, but does not create any implication concerning the factors that must be considered, or any other factors that may or may not 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.

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 if it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his or her 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 before 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

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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 by the stockholders of the Corporation or the Board of Directors 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 personal liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

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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.

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 (2/3) 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 (2/3) 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 eighty percent (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 (other than the removal of the list of original directors), 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:

Clifford S. Weber

2651 Strang Blvd., Suite 100

Yorktown Heights, New York 10598

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act, this 30^th day of November, 2016.

/s/ Clifford S. Weber

Clifford S. Weber

Incorporator

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EX-3.2

Exhibit 3.2

PCSB FINANCIAL CORPORATION

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting.

PCSB Financial Corporation (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 Chairperson of the Board, the Vice Chairperson of the Board 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 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 ten (10) nor more than ninety (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 and without further notice to a date not more than one hundred twenty (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(m) 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 chairperson 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 Chairperson of the Board of the Corporation or Vice Chairperson of the Board, or in his or her absence, the Chief Executive Officer, 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 chairperson of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairperson appoints. The chairperson 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 to be 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

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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 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 at the principal executive office of the Corporation by not later than the close of business on the ninetieth (90^th) day before the anniversary date of the proxy statement relating to the preceding year’s annual meeting and not earlier than the close of business on the one hundred twentieth (120^th) day before the anniversary date of the proxy statement relating to the preceding year’s annual meeting; provided, that if (A) less than ninety (90) days’ prior public disclosure of the date of the meeting is given to stockholders and (B) the date of the annual meeting is advanced more than thirty (30) days before or delayed more than thirty (30) days after the anniversary of the preceding year’s annual meeting, such written notice shall be timely if 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 (10^th) day following the day on which public disclosure of the date of such meeting is first made. With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of PCSB Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the one hundred twentieth (120^th) day before the date of the annual meeting and (ii) the tenth (10^th) day following the day on which public disclosure of the date of the annual meeting is first made. No adjournment or postponement of a meeting of stockholders shall commence a new period for the giving of notice hereunder.

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.

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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 must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation by not later than the close of business on the ninetieth (90^th) day before the anniversary date of the proxy statement relating to the preceding year’s annual meeting and not earlier than the close of business on the one hundred twentieth (120^th) day before the anniversary date of the proxy statement relating to the preceding year’s annual meeting; provided, that if (A) less than ninety (90) days’ prior public disclosure of the date of the meeting is given to stockholders and (B) the date of the annual meeting is advanced more than thirty (30) days before or delayed more than thirty (30) days after the anniversary of the preceding year’s annual meeting, such written notice shall be timely if 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 (10^th) day following the day on which public disclosure of the date of such meeting is first made. With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of PCSB Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the one hundred twentieth (120^th) day before the date of the annual meeting and (ii) the tenth (10^th) day following the day on which public disclosure of the date of the annual meeting is first made. No adjournment or postponement of a meeting of stockholders shall commence a new period for the giving of notice hereunder.

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

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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 chairperson 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 issued through 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 or its wholly-owned subsidiary, PCSB Bank. 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 (1) 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.

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 eleven (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.

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Section 8. Conduct of Voting

The Board of Directors shall, in advance of any meeting of stockholders, appoint one (1) 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. If one (1) or more inspectors are not so elected, the Chairperson of the Board or the Vice Chairperson of the Board shall make such appointment at the meeting of stockholders. 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 chairperson 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. 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).

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 Chairperson of the Board from among its members and shall designate the Chairperson of the Board or his or her designee to preside at its meetings. The Board of Directors may also annually elect a Vice Chairperson. In the absence of the Chairperson of the Board, the Vice Chairperson of the Board shall preside at the meetings of the Board of Directors.

The directors, other than those who may be elected by the holders of any series of preferred stock, shall be divided into three (3) 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

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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 (2/3) 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.

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 Chairperson of the Board, or by the Vice Chairperson of the Board, 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 (5) days before the meeting, or by facsimile or other electronic transmission of the same not less than twenty four (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.

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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.

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 Articles of the Corporation. 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;

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(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.

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 or her dissent at the meeting and (a) such director’s dissent is entered in the minutes of the meeting, (b) such director files his or her written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such director forwards his or her written dissent within twenty four (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 or her dissent known at the meeting.

Section 12. Director Qualifications

(a) No person shall be eligible for election or appointment to the Board of Directors: (i) if such person has been the subject of a supervisory or enforcement action by a financial or securities regulatory agency that resulted in a cease and desist or other formal order or an agreement; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime. No person may serve on the Board of Directors if such person is: (i) at the same time, a director, trustee, officer, employee or ten percent (10%) or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than an affiliate of the

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Corporation, that engages in business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Corporation or any of its affiliates; (ii) does not agree in writing to comply with all of the Corporation’s policies applicable to directors including but not limited to its confidentiality policy; (iii) does not confirm in writing that he or she is not a party to any agreement, understanding or commitment with respect to how he or she would act or vote on any issue or question before the Board of Directors or that would otherwise impact his or her ability to discharge his or her fiduciary duties as a director; (iv) is the representative or agent of, or a member of a group acting in concert that includes, a person who is ineligible for election or appointment to the Board of Directors under this Section 12; or (v) is the nominee or representative, as that term is defined in the regulations of the Board of Governors of the Federal Reserve System, 12 C.F.R §212.2(n) or any successor provision, of a company of which any of the directors, partners, trustees, or ten percent (10%) stockholders would not be eligible for election or appointment to the Board of Directors under this Section 12. For purposes of this Section 12, a person shall be deemed to be acting in concert with another person if such person knowingly acts toward a common goal relating to the management, governance or control of the corporation in parallel with such other person and there are overt actions by, or communications between, such persons reasonably suggesting that they are coordinating their efforts toward such common goal or if such persons are acting in concert within the meaning of 12 C.F.R. §303.81 or any successor provision. No person may serve as director of the Corporation unless, at the time of his or her first election or appointment to the Board of Directors, he or she maintains his or her primary residence (as defined by the State of New York for income tax purposes) or his or her primary place of business within fifteen (15) miles of an office of the Corporation or any of its affiliates; provided, however, that if a person serving as a director shall fail to comply therewith solely by reason of the closure of an office of the Corporation or of any of its affiliates, then such person shall be deemed in compliance until he or she moves his or her primary residence or his or her primary place of business, as applicable.

(b) 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, including but not limited to determinations as to whether a person is a nominee or representative of a person, a company or a group, whether a person or company is included in a group, and whether a person is the representative, agent or nominee of a group acting in concert.

Section 13. 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 from (i) three (3) consecutive regularly scheduled meetings of the Board of Directors or (ii) five (5) regularly scheduled meetings of the Board of Directors in any fiscal year of the Corporation.

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 Committee, a Nominating/Governance

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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 (1) or more directors or any other number of members specified in these Bylaws. The Chairperson of the Board may recommend committees, committee memberships, and committee chairs to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairperson 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. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.

(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 (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) 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 Chairperson 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. Chairperson of the Board of Directors.

The Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson 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. Vice Chairperson of the Board of Directors.

If appointed, the Vice Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board, with such duties to be performed and powers to be held in the absence of the Chairperson of the Board, or which are delegated to him or her by the Board of Directors.

Section 4. 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 5. 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 Chairperson of the Board or the Chief Executive Officer.

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Section 6. 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 Chairperson of the Board or the Chief Executive Officer.

Section 7. 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 Chairperson of the Board or the Chief Executive Officer.

Section 8. 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 Chairperson 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 9. 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 10. 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 Chairperson of the Board, the President, or a Vice President, and countersigned by the Secretary, an Assistant Secretary, the Chief Financial Officer, or the 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

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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 before the close of business on the day the record date is fixed nor, subject to Section 3 of Article I of these Bylaws, more than ninety (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 twenty (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 (10) 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 or to the transfer agent designated to transfer shares of the stock 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.

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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.

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 July and end on the last day of June 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 before an event or that an act be done during a period of a specified number of days before 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.

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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.

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.

Adopted December 7, 2016

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EX-4

Exhibit 4

No. PCSB FINANCIAL CORPORATION   INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND Shares

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

FULLY PAID AND NON-ASSESSABLE

PAR VALUE $0.01 PER SHARE

The shares evidenced by this certificate are transferable only on the books of PCSB Financial Corporation by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. The capital stock evidenced by this certificate is not an account of an insurable type and is not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

IN WITNESS WHEREOF, PCSB Financial Corporation 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		By
	Clifford S. Weber		Joseph D. Roberto
	Corporate Secretary		Chairman, President and Chief Executive Officer

[Seal]

The Board of Directors of PCSB Financial Corporation (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 requires 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 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
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		Under Uniform Gifts to Minors Act
					(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 IN BOX BELOW

(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, PC

ATTORNEYS AT LAW

5335 Wisconsin Avenue, NW, Suite 780

Washington, D.C. 20015

Telephone (202) 274-2000

Facsimile (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER

(202) 274-2000

December 12, 2016

Board of Directors

PCSB Financial Corporation

2651 Strang Blvd., Suite 100

Yorktown Heights, New York 10595

Re: PCSB Financial Corporation

Common Stock, Par Value $0.01 Per Share

Members of the Board:

You have requested the opinion of this firm as to certain matters in connection with the offer and sale, and contribution to PCSB Community Foundation (the “Charitable Foundation”), of the shares of common stock, par value $0.01 per share (the “Common Stock”), of PCSB Financial Corporation (the “Company”). We have reviewed the Company’s Articles of Incorporation and its Registration Statement on Form S-1 (the “Form S-1”), the Plan of Conversion of PCSB Bank (the “Plan”), 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 laws of the State of Maryland (which includes applicable provisions of the Maryland General Corporation Law, the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).

We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold, and, in the case of the Charitable Foundation, contributed in accordance with the Plan, will be legally issued, fully paid and non-assessable.

We hereby consent to our firm being referenced under the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Form S-1.

Very truly yours,

/s/ Luse Gorman, PC

LUSE GORMAN, PC

EX-8.1

Exhibit 8.1

LUSE GORMAN, PC

Attorneys at Law

5335 WISCONSIN AVENUE, N.W., SUITE 780

Washington, DC 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

DRAFT FEDERAL TAX OPINION

                    , 2017

Board of Trustees

PCSB Bank

3501 Masons Mill Road

Huntingdon Valley, PA 19006

Re: Federal Income Tax Opinion Relating to Conversion of PCSB Bank from a New York-Chartered Mutual Savings Bank into a New York-Chartered Stock Savings Bank

Members of the Board Trustees:

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 PCSB Bank (the “Bank”) from a New York-chartered mutual savings bank to a New York-chartered stock savings bank (“Stock Bank”). In the Conversion, all of the Bank’s to-be-issued stock will be acquired by PCSB Financial Corporation, a 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: (1) Holding Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”) relating to the proposed issuance of up to 21,604,360 shares (at the adjusted maximum of the offering range) of common stock, par value $0.01 per share; (2) applications or notices for approval/non-objection of the Conversion and the formation of a new bank holding company filed with the New York State Department of Financial Services, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System (the “Applications”); (3) Plan of Conversion adopted by the Bank on December 7, 2016 (the “Plan”); (4) Articles of Organization and Bylaws of the Bank; and (5) 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 the Plan.

Board of Trustees

PCSB Bank

                    , 2017

Page 2

In issuing our opinion, we have assumed 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. 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 mutual savings bank organized under the laws of the State of New York that is in the process of converting to a New York-chartered stock savings bank. As a New York-chartered 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 or her 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 the deposit balance, and such earnings become

Board of Trustees

PCSB Bank

                    , 2017

Page 3

retained earnings of the Bank. However, a depositor has a pro-rata ownership interest in the net worth of the Bank based upon the deposit balance in his or her account. This interest may only be realized in the event of a complete liquidation of the Bank. A depositor who reduces or closes his or her deposit account with the Bank receives solely the balance of his or her deposit account. In connection with and at the time of the Conversion, Eligible Account Holders and Supplemental Eligible Account Holders will exchange their liquidation rights in the Bank for an interest in a liquidation account (“Liquidation Account”) established at the Stock Bank.

PROPOSED TRANSACTION

The Holding Company has been formed under the laws of the State of New York for the purpose of the proposed transactions described herein, to engage in business as a bank holding company and to hold all of the stock of the Stock Bank. The Holding Company will issue shares of its voting common stock (“Company 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 Common Stock in a Subscription Offering pursuant to nontransferable subscription rights on the basis of the following preference categories: (1) Eligible Account Holders of the Bank; (2) the Bank’s tax-qualified employee stock benefit plans, including the newly formed employee stock ownership plan and the Bank’s 401(k) plan; and (3) Supplemental Eligible Account Holders of the Bank, all as described in the Plan. The minimum amount of shares in the offering range must be sold. If shares remain after all orders are filled in the categories described above, the Plan calls for a community offering to the general public with a preference for members of the general public residing in Duchess, Putnam, Rockland and Westchester Counties, New York (“Community Offering”), followed by a syndicated community offering (“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 Common 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 Common Stock.

Board of Trustees

PCSB Bank

                    , 2017

Page 4

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 New York-chartered mutual savings bank to a New York-chartered 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.

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 Common 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 or Supplemental Eligible Account Holders 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 and Supplemental Eligible Account Holder’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 Common Stock will be zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders or Supplemental Eligible Account Holders upon the distribution to them of the nontransferable subscription rights to purchase Common Stock. No taxable income will be realized by the Eligible Account Holders or Supplemental Eligible Account Holders as a result of the exercise of the nontransferable subscription rights. Rev. Rul. 56-572, 1956-2 C.B. 182.

Board of Trustees

PCSB Bank

                    , 2017

Page 5

8. It is more likely than not that the basis of the Common 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).

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 Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that RP Financial, LC. has issued a letter dated             , 2016 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 Trustees

PCSB Bank

                    , 2017

Page 6

CONSENT

We hereby consent to the filing of the opinion as an exhibit to the Registration Statement, and as an exhibit to the Applications 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 Applications.

USE OF OPINION

We expressly consent to the use of and reliance on this opinion by Crowe Horwath LLP in issuing its state tax opinion to the Bank related to the Conversion.

Very truly yours,

LUSE GORMAN, PC

EX-8.2

Exhibit 8.2

	Crowe Horwath LLP
	Independent Member Crowe Horwath International
	488 Madison Avenue, Floor 3 New York, New York 1002-5722 Tel 212.572.5500 Fax 212.572.5572 www.crowehorwath.com

DRAFT STATE TAX OPINION (As of December 8, 2016)

                    , 2017

Board of Trustees

PCSB Bank

2651 Strang Boulevard, Suite 100

Yorktown Heights, New York 10598

Re: State Tax Opinion Relating to Conversion of PCSB Bank from a New York-Chartered Mutual Savings Bank into a New York-Chartered Stock Savings Bank

Members of the Board Trustees:

You have asked for our opinion on the consequences of the Plan of Conversion, as approved by the Board of Trustees on December 7, 2016 (the “Plan”) on the New York Corporate Franchise Tax measured by business income and the New York Corporate Franchise Tax under the fixed dollar minimum tax formula, and certain New York Personal Income Tax consequences to individual account holders who are New York residents, resulting directly from the Plan described in the facts below. In accordance with your request, we render our opinion relating to the New York State franchise tax on business corporations (“Corporate Franchise Tax”) and certain New York State personal income tax (“Personal Income Tax”) consequences of the proposed conversion (the “Conversion”) of PCSB Bank (the “Bank”) from a New York-chartered mutual savings bank to a New York-chartered stock savings bank (the “Stock Bank”), concurrent with an acquisition of all the Bank’s to-be-issued stock by PCSB Financial Corporation (the “Holding Company”). All capitalized terms used in this letter, unless defined otherwise, shall have the same meaning assigned to them as in the Plan of Conversion, as approved by the Board of Trustees on December 7, 2016 (the “Plan”).

We have not considered any non-income tax consequences, or state, local or foreign income tax consequences, other than the Corporate Franchise Tax measured by business income and under the fixed dollar minimum tax formula, and Personal Income Tax matters directly addressed in our opinion, and therefore, do not express any opinion regarding the treatment that would be given the transaction by the applicable authorities on any other state, federal local or foreign tax issues. We also express no opinion on nontax issues such as corporate law or securities law matters. We express no opinion other than that as stated below, and neither this opinion nor any prior statements are intended to imply or to be an opinion on any other matters.

Statement of Facts

In rendering our opinion, we have relied upon the facts, information, assumptions and representations as contained in the Plan, including all exhibits attached thereto, and upon the federal income tax opinion regarding the Plan, prepared by the Luse Gorman, PC that is to be included in the regulatory filings pertaining to the Plan (the “Federal Tax Opinion”). We have assumed that these facts are complete and accurate and have not independently audited or otherwise verified any of these facts or assumptions. You have represented to us that we have been provided with all of the facts necessary to render our opinion.

Board of Trustees

PCSB Bank

                    , 2017

Page 2

A brief, but not necessarily all-inclusive, summary of the Plan is as follows:

The Bank is a mutual savings bank organized under the laws of the State of New York that is in the process of converting to a New York-chartered stock savings bank. As a New York-chartered 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 or her 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 the deposit balance, and such earnings become retained earnings of the Bank. However, a depositor has a pro-rata ownership interest in the net worth of the Bank based upon the deposit balance in his or her account. This interest may only be realized in the event of a complete liquidation of the Bank. A depositor who reduces or closes his or her deposit account with the Bank receives solely the balance of his or her deposit account. In connection with and at the time of the Conversion, Eligible Account Holders and Supplemental Eligible Account Holders will exchange their liquidation rights in the Bank for an interest in a liquidation account (“Liquidation Account”) established at the Stock Bank.

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 bank holding company and to hold all of the stock of the Stock Bank. The Holding Company will issue shares of its voting common stock (“Company 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 Common Stock in a Subscription Offering pursuant to nontransferable subscription rights on the basis of the following preference categories: (1) Eligible Account Holders of the Bank; (2) the Bank’s tax-qualified employee stock benefit plans, including the newly formed employee stock ownership plan and the Bank’s 401(k) plan; and (3) Supplemental Eligible Account Holders of the Bank, all as described in the Plan. The minimum amount of shares in the offering range must be sold. If shares remain after all orders are filled in the categories described above, the Plan calls for a community offering to the general public with a preference for members of the general public residing in Duchess, Putnam, Rockland and Westchester Counties, New York (“Community Offering”), followed by a syndicated community offering (“Syndicated Community Offering”) and/or a firm commitment 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 Common 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 Common Stock. A misstatement or omission of any fact or a change or amendment in any of the facts, assumptions or representations upon which we have relied may require a modification of all or a part of this opinion.

Corporate Franchise Tax on Business Corporations

Effective for tax years beginning on or after January 1, 2015, the franchise tax on banking corporations under Tax Law Article 32 was repealed, and banking corporations are subject to the Corporate Franchise Tax under Tax Law Article 9-A. New York 2014-15 Budget Bill.

Board of Trustees

PCSB Bank

                    , 2017

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The Corporate Franchise Tax is imposed on a corporation for the privilege of exercising its corporate franchise, doing business, employing capital, owning or leasing property in New York in a corporate or organized capacity, maintaining an office in New York, or deriving receipts from activity in New York. N.Y. Tax Law § 209(a). The term “corporation” includes: (a) an association within the meaning of Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended (“IRC”) (including a limited liability company), (b) a joint-stock company or association, (c) a publicly traded partnership treated as a corporation for purposes of the IRC § 7704 and (d) any business conducted by a trustee or trustees wherein interest or ownership is evidenced by certificate or other written instrument.

A corporation’s tax liability is the highest of three alternative bases: (1) business income, (2) capital and (3) a fixed dollar minimum tax. N.Y. Tax Law § 210(1). The scope of this opinion is limited to the consequences of the Plan on the computation of the business income and the fixed dollar minimum tax bases of the Corporate Franchise Tax.

In general, the tax on business income is calculated by reference to federal taxable income reported to the United States Treasury (entire net income), reduced by investment income and other exempt income, multiplied by the applicable tax rate. N.Y. Tax Law § 208(8) and 210(1)(a).

Entire net income, a starting-point for computing business income, is defined as “total net income from all sources which shall be presumably the same as the entire taxable income, which, except as hereinafter provided in this subdivision, the taxpayer is required to report to the United States treasury department.” N.Y. Tax Law § 208(9).

N.Y. Tax Law § 208(9)(a) and (b) provide modifications and adjustments required in computing entire net income. There are no modifications or adjustments to entire net income relating to the IRC sections cited in the Federal Tax Opinion.

Investment income is defined as “income, including capital gains in excess of capital losses, from investment capital, to the extent included in computing entire net income” less interest deductions. N.Y. Tax Law § 208(6)(a)(i). The term “other exempt income” means the sum of exempt controlled foreign corporation income and exempt unitary corporation dividends. N.Y. Tax Law § 208(6-a)(a). In computing investment income, exempt controlled foreign corporation income and exempt unitary corporation dividends, there are no modifications or adjustments to investment income relating to the IRC sections cited in the Federal Tax Opinion.

Based on the foregoing, with respect to the Corporate Franchise Tax calculated on the basis of business income it is more likely than not that the Plan should be treated the same manner as it is treated for federal income tax purposes.

The fixed dollar minimum tax is calculated by reference to New York receipts, which are receipts included in the numerator of the apportionment factor determined under N.Y. Tax Law § 210-A for the taxable year. N.Y. Tax Law § 210(1)(d)(1)(E). The apportionment factor is “a fraction, determined by including only those receipts, net income, net gains, and other items that are included in the computation of the taxpayer’s business income for the taxable year.” N.Y. Tax Law § 210-A(1). Accordingly, since there is no effect on the computation of business income as a result of the Plan, it is more likely than not that the Plan will have no effect on the Corporate Franchise Tax calculated on a fixed minimum tax basis.

N.Y. Tax Law § 211(1) states that “every taxpayer which ceases to exercise its franchise or to be subject to the tax imposed by this article shall transmit to the commissioner a report on the date of such cessation or at such other time as the commissioner may require covering each year or period for which no report was theretofore filed.” Since the Bank will continue to exercise its franchise as the Stock Bank, it is more likely than not that the Plan will not end the taxable year of the Bank and the taxable year of the Bank should be used as the taxable year of the Stock Bank.

Board of Trustees

PCSB Bank

                    , 2017

Page 4

Personal Income Tax

The Personal Income Tax is imposed on New York taxable income of all resident individuals. N.Y. Tax Law § 601. The New York taxable income of a resident individual is New York adjusted income, reduced by the New York deduction and New York exemptions. N.Y. Tax Law § 611(a).

New York adjusted income is calculated by reference to federal adjusted gross income reported for the taxable year with certain modifications. N.Y. Tax Law § 612(a). New York deductions and subtractions from federal adjusted gross income are provided in N.Y. Tax Law § 613 through § 616. There are no modifications or adjustments applicable to transactions relating to the IRC sections cited in the Federal Tax Opinion. Therefore, it is more likely than not that the receipt of subscription rights and/or liquidation interests under the Plan should be treated the same as for federal income tax purposes.

Opinion

You have provided us with a copy of the Federal Tax Opinion regarding the Plan, in which Luse Gorman, PC has opined that the various proposed transactions to be undertaken as part of the Plan will be treated for federal income tax purposes as “reorganizations” within the meaning of IRC § 368(a)(1).

Our opinion regarding the Corporate Franchise Tax and certain Personal Income Tax consequences related to the Plan adopts and relies upon the facts, representations, assumptions, and conclusions as set forth in the Federal Tax Opinion and incorporates the capitalized terms contained in the Federal Tax Opinion. Our opinion assumes that the ultimate federal income tax consequences of the Plan will be those as described in the Federal Tax Opinion. Based upon that information, we render the following opinion with respect to the Corporate Franchise Tax and certain Personal Income Tax consequences of the Plan:

(1) It is more likely than not that the federal income tax treatment of the Plan will be respected for purposes of the Corporate Franchise Tax calculated on the basis of business income.

(2) It is more likely than not that the Plan will have no effect on the Corporate Franchise Tax calculated on a fixed minimum tax basis.

(3) It is more likely than not that the federal income tax treatment of the receipt of subscription rights and/or liquidation interests will be respected for purposes of the Personal Income Tax of Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who are otherwise subject to the New York Personal Income Tax.

Limitations on Opinion

Our opinion is as of December __, 2016 and we accept no responsibility to update this opinion for events, transactions, circumstances or changes in any of the facts, assumptions or representations occurring after this date.

The discussion and conclusions set forth herein are based upon the New York State Tax Law and existing administrative and judicial interpretations thereof, as of              (date)              all of which are subject to change. If there is a change, including a change having retroactive effect, in the New York State Tax Law or in the prevailing judicial interpretation of the foregoing, the opinions expressed herein would necessarily have to be re-evaluated in light of any such changes. We have no responsibility to update this opinion for any such changes occurring after the date of this letter.

Board of Trustees

PCSB Bank

                    , 2017

Page 5

The opinions expressed herein are based solely upon our interpretation of New York State Tax Law as interpreted by court decisions, and by rulings and procedures issued by the New York State Department of Taxation and Finance (the “Department”) as of the date of this letter.

Our opinions are not binding on the New York State Department of Taxation and Finance (the “Department”), and there can be no assurance that The Department will not take a position contrary to any of the opinions expressed herein.

The opinion expressed herein reflects our assessment of the probable outcome of litigation and other adversarial proceedings based solely on an analysis of the existing tax authorities relating to the issues. It is important, however, to note that litigation and other adversarial proceedings are frequently decided on the basis of such matters as negotiation and pragmatism upon the outcome of such potential litigation or other adversarial proceedings.

Should it finally be determined that the facts or the federal income tax consequences are not as described in the Federal Tax Opinion, the Corporate Franchise Tax consequences, the Personal Income Tax consequences and our New York State tax opinion may differ from what is contained herein. If any fact contained in this opinion letter or the Federal Tax Opinion changes to alter the federal income tax treatment, it is imperative that we be notified in order to determine the effect, if any, on the New York State tax consequences. We have no responsibility to update this opinion for events, transactions, circumstances, or changes in any of the facts, assumptions or representations occurring after the date of this letter. This opinion is given solely for the benefit of the Bank, the Stock Bank, the Holding Company, the Eligible Account Holders, and the Supplemental Eligible Account Holders, and may not be relied upon by any other party without our express written consent.

Use of Opinion

We hereby consent to the filing of the opinion as an exhibit to the Registration Statement, and as an exhibit to the Applications with respect to the Plan, as applicable. We also consent to the references to our firm in the prospectus which is a part of the Registration Statement and the Applications.

Very truly yours,

Crowe Horwath LLP

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2016 (the “Effective Date”), by and among PCSB Bank, a stock savings bank having its principal place of business in Yorktown Heights, New York (the “Bank”), and Joseph D. Roberto, of                     , New York (the “Executive”). Any reference to the “Company” shall mean PCSB Financial Corporation, the parent corporation of the Bank.

WITNESSETH THAT:

WHEREAS the Bank desires to continue to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Bank hereby employs the Executive and the Executive agrees to be employed by the Bank, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2019 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, an “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be three-years from such Renewal Date, unless either the Bank or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Bank or the Executive, this Agreement shall terminate as of the last day of the then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Bank shall employ the Executive as its President and Chief Executive Officer, subject to his election or re-election by the Bank’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as President and Chief Executive Officer of the Bank and the Company and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Bank and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations of the Bank and to incur such obligations on behalf of the Bank as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Company. Except as otherwise permitted in this Section 2(c) and Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Bank.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Bank shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Bank shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Bank. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time, and to the number of personal days to which the Executive would otherwise be entitled under the Bank

2

policies in effect for executive officers. In addition to the foregoing, the Bank shall pay or reimburse the Executive for all costs associated with the Executive’s use of his country club membership for business related expenses. The Executive shall be entitled to an executive perquisites allotment of Thirty Thousand Dollars ($30,000) annually (the “Personal Benefits Allotment”), or such other greater amount as recommended by the Compensation Committee and approved by the Board from time to time (any increase in the Personal Benefits Allotment shall become the “Personal Benefits Allotment”), to be applied by Executive, in his sole discretion, towards a car allowance, country club membership, tax or financial advice or other such other perquisites as the Executive deems to be appropriate or desirable to his executive position.

(e) Attorney’s Fees. The Bank shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

4. Business Expenses. The Bank shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Bank or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Bank shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

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(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Bank at any time upon thirty (30) days’ prior written notice to the Bank. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Bank Without Cause. The Executive’s employment under this Agreement may be terminated by the Bank without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Bank to continue the Executive in the positions of President and Chief Executive Officer (other than a change in position to which the Executive consents) during the Term or the issuance by the Bank of a notice to the Executive that the Term of this Agreement will not be extended;

(ii) Material adverse change by the Bank, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the positions of President and Chief Executive Officer of the Bank, including the failure of the Bank to permit the Executive to attend meetings of the Board;

(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Bank’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

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(v) Material breach by the Bank of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Bank, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Bank in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Bank’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Bank may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Bank;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as President and Chief Executive Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so.

For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

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(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Bank is terminated for any reason, the Bank shall pay or provide to the Executive (or to his authorized representative or estate) (i) on or before the time required by law but in no event more than thirty (30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Bank through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Bank Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Bank shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Bank shall pay the Executive a severance payment in an amount equal to three (3) times the sum of: (A) the Executive’s average Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b), in each case, with respect to the three (3) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year. In addition, the Bank shall provide the Executive with an amount equal to three (3 ) times the Executive’s Personal Benefit Allotment, payable in a lump sum cash payment at the same time and subject to the same conditions as the payment of the Severance Amount;

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(ii) Other Post-Termination Benefits. In the event of any termination without Cause of the Executive’s employment under Section 5(d), above, or any termination for Good Reason by the Executive of his own employment under Section 5(e), above, the Bank shall pay an additional cash lump sum payment to the Executive equal to the Bank’s applicable percentage of such cost (i.e., the Bank’s co-payment percentage) that would have been payable for a period of thirty-six (36) months on behalf of Executive (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’), for continuing life, medical and dental coverage, based on the costs in effect for the Executive on the Termination Date. To the extent that the Executive and/or his family members elect COBRA continuation coverage for any period after the Executive’s termination, such cost will be paid, on a taxable basis, by the Executive.

Such amount shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date.

(iii) Vesting of Non-Qualified Deferred Compensation. The Bank shall fully vest the Executive in any non-qualified deferred compensation plan(s) sponsored by the Bank or the Company in which the Executive participates.

The Bank may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Bank tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Bank regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Bank. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

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(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Bank shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to three (3) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the three (3) most recent fiscal years ending before or simultaneously with the Change in Control. In addition, the Bank shall provide the Executive with an amount equal to three (3) times the Executive’s Personal Benefit Allotment, payable in a lump sum cash payment at the same time and subject to the same conditions as the payment of the Change in Control Severance Payment. The Change in Control Severance Payment and Personal Benefit Allotment shall be paid out in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code;

(ii) The Bank shall pay an additional cash lump sum payment to the Executive equal to the cost of providing for a period of thirty-six (36) months, at no expense to the Executive (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’), continuing life, medical and dental coverage to the Executive and, as applicable, his family members, based on the aggregate cost of such coverage in effect for the Executive on the Termination Date. Such payment shall be made at the same time as the payment under Section 7(a)(i) above. To the extent that the Executive and/or his family members elect COBRA continuation coverage for any period after the Executive’s termination, such cost will be paid, on a taxable basis, by the Executive;

(iii) The Bank shall fully vest the Executive in the Bank’s non-qualified deferred compensation plan(s) in which the Executive participates.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:

(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

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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; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding 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 first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) 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.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Bank determines that the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the

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Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Bank for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank or the Company has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or its affiliates. The parties hereto, recognizing that irreparable injury will result to the Bank, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive.

(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Bank, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Bank, or (ii) solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Bank or any other person or entity associated or

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doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such person’s or entity’s relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any other manner to interfere with the relationship between the Bank and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Bank’ interests in its Confidential Information (as defined below) and established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Bank shall not be considered to violate this Section 9(b).

(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Bank with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Bank (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Bank or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Bank. The Executive will return to the Bank all such materials and property as and when requested by the Bank. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Bank that the Executive’s execution of this Agreement, the Executive’s employment with the Bank and the performance of the Executive’s proposed duties for the Bank will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Bank, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Bank any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Bank, the Executive shall cooperate fully with the Bank in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Bank that relate to events or occurrences that transpired while the Executive was employed by the Bank; provided that after the end of the Executive’s

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employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Bank at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Bank in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Bank. The Bank shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Bank, the Bank shall pay the Executive for any services pursuant to this Section 9(f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Bank that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Bank shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Bank.

10. Withholding. All payments made by the Bank under this Agreement shall be net of any tax or other amounts required to be withheld by the Bank under applicable law.

11. Indemnification. During the period of his employment hereunder, the Bank agrees to indemnify the Executive in his capacity as an officer of the Bank, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Bank and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Bank and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Bank.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Bank may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Bank may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Bank be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

(b) In no event shall the Bank be obligated to make any payment pursuant to this Agreement if:

(i) the Bank is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) 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. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

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(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Bank’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that the Bank, subject to Section 19(e), will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Bank , shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successors to the Bank. The Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform the Bank’s obligations under this Agreement to the same extent that the Bank would be required to perform it if no succession had taken place. Failure of the Bank to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Bank agrees to indemnify the Executive in his capacity as an officer of the Bank. In addition, to the extent that the Executive serves at the request of the Bank as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Bank. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Bank, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Bank as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

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23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Bank.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Bank, by its duly authorized officers, and by the Executive, this      day of         , 2016.

ATTEST:	PCSB BANK
	By:
Secretary		Chairman of the Board
	JOSEPH D. ROBERTO
	the Executive

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2016 (the “Effective Date”), by and among PCSB Bank, a stock savings bank having its principal place of business in Yorktown Heights, New York (the “Bank”), and Scott D. Nogles, of                     , New York (the “Executive”). Any reference to the “Company” shall mean PCSB Financial Corporation, the parent corporation of the Bank.

WITNESSETH THAT:

WHEREAS the Bank desires to continue to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Bank hereby employs the Executive and the Executive agrees to be employed by the Bank, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2018 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, a “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be two-years from such Renewal Date, unless either the Bank or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Bank or the Executive, this Agreement shall terminate as of the last day of then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Bank shall employ the Executive as its Executive Vice President and Chief Financial Officer, subject to his election or re-election by the Bank’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as the Executive Vice President and Chief Financial Officer of the Bank and the Company and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Bank and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations all financial related activities, including, setting short-term and long-term strategic financial objectives of the Bank and to incur such obligations on behalf of the Bank as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Company. Except as otherwise permitted in this Section 2(c) and in Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Bank.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Bank shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Bank shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Bank. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time, and to the number of personal days to which the Executive would otherwise be entitled under the Bank

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policies in effect for executive officers. In addition to the foregoing, the Bank shall provide the Executive with an automobile allowance in an amount determined by the Board from time to time.

(e) Attorney’s Fees. The Bank shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

4. Business Expenses. The Bank shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Bank or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Bank shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall

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continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Bank at any time upon thirty (30) days’ prior written notice to the Bank. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Bank Without Cause. The Executive’s employment under this Agreement may be terminated by the Bank without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Bank to continue the Executive in the positions of the Executive Vice President and Chief Financial Officer (other than a change in position to which the Executive consents) during the Term or the issuance by the Bank of a notice to the Executive that the Term of this Agreement will not be extended;

(ii) Material adverse change by the Bank, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the positions of the Executive Vice President and Chief Financial Officer of the Bank;

(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Bank’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

(v) Material breach by the Bank of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Bank, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Bank in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Bank’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the

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condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Bank may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Bank;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so.

For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Bank is terminated for any reason, the Bank shall pay or provide to the Executive (or to his authorized

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representative or estate) (i) on or before the time required by law but in no event more than thirty (30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Bank through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Bank Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Bank shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Bank shall pay the Executive a severance payment in an amount equal to two (2) times the sum of (A) the Executive’s average Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b), in each case, with respect to the two (2) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code, in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year;

(ii) Other Post-Termination Benefits. In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 6(b)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Company and/or the Bank shall pay the Bank’s applicable percentage of such cost (i.e., the Bank’s co-payment percentage) for the Executive (and, to the extent eligible, the Executive’s family members’) toward continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such

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period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Bank shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 6(b), the Bank will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) assuming the Executive elected COBRA coverage, the Bank’s applicable co-payment percentage of such medical and dental coverage provided for the Executive and his eligible family members for a period of an additional six (6) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Bank for a period of two (2) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described above shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Treasury Regulation Section 1.409A-1(i), then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

(iii) Vesting of Non-Qualified Deferred Compensation. The Bank shall fully vest the Executive in any non-qualified deferred compensation plan(s) sponsored by the Bank or the Company in which the Executive participates.

The Bank may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Bank tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Bank regarding the Executive’s rights and obligations upon the occurrence of a Change in Control. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the

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first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Bank shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to three (3) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the three (3) most recent fiscal years ending before or simultaneously with the Change in Control. The Change in Control Severance Payment shall be paid in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code;

(ii) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 7(a)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Company and/or the Bank shall pay the cost of the Executive’s (and, to the extent eligible, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Bank shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 7, the Bank will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) medical and dental coverage for the Executive and his eligible family members for a period of an additional eighteen (18) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Bank for a period of three (3) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

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The lump sum cash payments described in Section 7(a)(ii) above shall be paid to the Executive within the five (5) days following the Termination Date. If, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

(iii) The Bank shall fully vest the Executive in the Bank’s non-qualified deferred compensation plan(s) in which the Executive participates.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:

(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; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding 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 first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) 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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(c) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive under other benefit plans or programs (collectively referred to as the “Change in Control Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Sections 280G and 4999 of the Code. A determination of whether such Change in Control Benefits shall be made by the Bank’s legal counsel, independent auditors or other independent third party selected by the Bank. The allocation of the reduction required hereby shall be determined by the Executive, provided, however, that if it is determined that such election by the Executive shall be in violation of Section 409A of the Code, the allocation of the required reduction shall be pro-rata.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Bank determines that the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

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(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Bank for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank or the Company has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or its affiliates. The parties hereto, recognizing that irreparable injury will result to the Bank, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive.

(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Bank, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Bank, or (ii) solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Bank or any other person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such person’s or entity’s relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any other manner to interfere with the relationship between the Bank and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Bank’ interests in its Confidential Information (as defined below) and

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established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Bank shall not be considered to violate this Section 9(b).

(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Bank with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Bank (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Bank or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Bank. The Executive will return to the Bank all such materials and property as and when requested by the Bank. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Bank that the Executive’s execution of this Agreement, the Executive’s employment with the Bank and the performance of the Executive’s proposed duties for the Bank will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Bank, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Bank any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Bank, the Executive shall cooperate fully with the Bank in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Bank that relate to events or occurrences that transpired while the Executive was employed by the Bank; provided that after the end of the Executive’s employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Bank at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the

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Bank in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Bank. The Bank shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Bank, the Bank shall pay the Executive for any services pursuant to Section (f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Bank that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Bank shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Bank.

10. Withholding. All payments made by the Bank under this Agreement shall be net of any tax or other amounts required to be withheld by the Bank under applicable law.

11. Indemnification. During the period of his employment hereunder, the Bank agrees to indemnify the Executive in his capacity as an officer of the Bank, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Bank and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Bank and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Bank.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of

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this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Bank may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Bank may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Bank be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

(b) In no event shall the Bank be obligated to make any payment pursuant to this Agreement if:

(i) the Bank is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) 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. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Bank’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

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(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that, subject to Section 19(e), the Bank will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Bank, shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successors to the Bank. The Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform the Bank’s obligations under this Agreement to the same extent that the Bank would be required to perform it if no succession had taken place. Failure of the Bank to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Bank agrees to indemnify the Executive in his capacity as an officer of the Bank. In addition, to the extent that the Executive serves at the request of the Bank as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Bank. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Bank, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Bank as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Bank.

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Bank, by its duly authorized officers, and by the Executive, this      day of         , 2016.

ATTEST:	PCSB BANK
	By:
Secretary		Chairman of the Board
	SCOTT D. NOGLES
	the Executive

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2016 (the “Effective Date”), by and among PCSB Bank, a stock savings bank having its principal place of business in Yorktown Heights, New York (the “Bank”), and Michael P. Goldrick, of                     , New York (the “Executive”). Any reference to the “Company” shall mean PCSB Financial Corporation, the parent corporation of the Bank.

WITNESSETH THAT:

WHEREAS the Bank desires to continue to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Bank hereby employs the Executive and the Executive agrees to be employed by the Bank, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2018 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, a “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be two-years from such Renewal Date, unless either the Bank or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Bank or the Executive, this Agreement shall terminate as of the last day of then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Bank shall employ the Executive as its Senior Vice President and Chief Lending Officer, subject to his election or re-election by the Bank’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as the Senior Vice President and Chief Lending Officer of the Bank and the Company and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Bank and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations all financial related activities, including, setting short-term and long-term strategic financial objectives of the Bank and to incur such obligations on behalf of the Bank as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Company. Except as otherwise permitted in this Section 2(c) and in Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Bank.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Bank shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Bank shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Bank. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time, and to the number of personal days to which the Executive would otherwise be entitled under the Bank policies in effect for executive officers. In addition to the foregoing, the Bank shall provide the Executive with an automobile allowance in an amount determined by the Board from time to time.

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(e) Attorney’s Fees. The Bank shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

4. Business Expenses. The Bank shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Bank or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Bank shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall

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continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Bank at any time upon thirty (30) days’ prior written notice to the Bank. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Bank Without Cause. The Executive’s employment under this Agreement may be terminated by the Bank without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Bank to continue the Executive in the position of the Senior Vice President and Chief Lending Officer (other than a change in position to which the Executive consents) during the Term of this Agreement;

(ii) Material adverse change by the Bank, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the position of the Senior Vice President and Chief Lending Officer of the Bank;

(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Bank’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

(v) Material breach by the Bank of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Bank, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Bank in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Bank’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and

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(v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Bank may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Bank;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so.

For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Bank is terminated for any reason, the Bank shall pay or provide to the Executive (or to his authorized representative or estate) (i) on or before the time required by law but in no event more than thirty

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(30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Bank through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Bank Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Bank shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Bank shall pay the Executive a severance payment in an amount equal to one (1) times the sum of (A) the Executive’s Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b) with respect to the two (2) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code, in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year; and

(ii) Other Post-Termination Benefits. In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 6(b)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Company and/or the Bank shall pay the Bank’s applicable percentage of such cost (i.e., the Bank’s co-payment percentage) for the Executive’s (and, to the extent eligible, the Executive’s family members’) toward continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of twelve (12) months following such Termination Date, to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage on a non-taxable

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basis, then the cost of any such COBRA coverage which is funded by the Bank shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 6(b), the Bank will pay to the Executive, in a single lump sum cash distribution, an amount equal to the estimated cost to the Bank of providing life insurance coverage for a period of one (1) year following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described above shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Treasury Regulation Section 1.409A-1(i), then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

The Bank may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Bank tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Bank regarding the Executive’s rights and obligations upon the occurrence of a Change in Control. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Bank shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual

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incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the two (2) most recent fiscal years ending before or simultaneously with the Change in Control. The Change in Control Severance Payment shall be paid in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code; and

(ii) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 7(a)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Company and/or the Bank shall pay the cost of the Executive’s (and, to the extent eligible, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Bank shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 7, the Bank will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) medical and dental coverage for the Executive and his eligible family members for a period of an additional six (6) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Bank for a period of two (2) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described in Section 7(a)(ii) above shall be paid to the Executive within the five (5) days following the Termination Date. If, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:

(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;

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(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; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding 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 first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) 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.

(c) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive under other benefit plans or programs (collectively referred to as the “Change in Control Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Sections 280G and 4999 of the Code. A determination of whether such Change in Control Benefits shall be made by the Bank’s legal counsel, independent auditors or other independent third party selected by the Bank. The allocation of the reduction required hereby shall be determined by the Executive, provided, however, that if it is determined that such election by the Executive shall be in violation of Section 409A of the Code, the allocation of the required reduction shall be pro-rata.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Bank determines that the

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Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Bank for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank or the Company has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or its affiliates. The parties

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hereto, recognizing that irreparable injury will result to the Bank, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive.

(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Bank, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Bank, or (ii) solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Bank or any other person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such person’s or entity’s relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any other manner to interfere with the relationship between the Bank and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Bank’ interests in its Confidential Information (as defined below) and established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Bank shall not be considered to violate this Section 9(b).

(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Bank with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Bank (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Bank or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Bank. The Executive will return to the Bank all such materials and property as and when requested by the Bank. In any

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event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Bank that the Executive’s execution of this Agreement, the Executive’s employment with the Bank and the performance of the Executive’s proposed duties for the Bank will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Bank, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Bank any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Bank, the Executive shall cooperate fully with the Bank in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Bank that relate to events or occurrences that transpired while the Executive was employed by the Bank; provided that after the end of the Executive’s employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Bank at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Bank in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Bank. The Bank shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Bank, the Bank shall pay the Executive for any services pursuant to Section (f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Bank that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Bank shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Bank.

10. Withholding. All payments made by the Bank under this Agreement shall be net of any tax or other amounts required to be withheld by the Bank under applicable law.

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11. Indemnification. During the period of his employment hereunder, the Bank agrees to indemnify the Executive in his capacity as an officer of the Bank, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Bank and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Bank and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Bank.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Bank may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Bank may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Bank be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

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(b) In no event shall the Bank be obligated to make any payment pursuant to this Agreement if:

(i) the Bank is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) 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. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Bank’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that, subject to Section 19(e), the Bank will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Bank, shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

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20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successors to the Bank. The Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform the Bank’s obligations under this Agreement to the same extent that the Bank would be required to perform it if no succession had taken place. Failure of the Bank to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Bank agrees to indemnify the Executive in his capacity as an officer of the Bank. In addition, to the extent that the Executive serves at the request of the Bank as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Bank. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Bank, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Bank as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Bank.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Bank, by its duly authorized officers, and by the Executive, this      day of         , 2016.

ATTEST:	PCSB BANK
	By:
Secretary		Chairman of the Board
	MICHAEL P. GOLDRICK
	the Executive

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EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2017 (the “Effective Date”), by and among PCSB Financial Corporation, a Maryland corporation having its principal place of business in Yorktown Heights, New York (the “Company”), and Joseph D. Roberto, of                     , New York (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the Company’s wholly-owned subsidiary.

WITNESSETH THAT:

WHEREAS the Company desires to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Company hereby employs the Executive and the Executive agrees to be employed by the Company, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2019 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, an “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be three-years from such Renewal Date, unless either the Company or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Company or the Executive, this Agreement shall terminate as of the last day of the then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Company shall employ the Executive as its President and Chief Executive Officer, subject to his election or re-election by the Company’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as President and Chief Executive Officer of the Company and the Bank and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Company and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations of the Company and to incur such obligations on behalf of the Company as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Bank. Except as otherwise permitted in this Section 2(c) and Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Company.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Company shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time,

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and to the number of personal days to which the Executive would otherwise be entitled under the Company policies in effect for executive officers. In addition to the foregoing, the Company shall pay or reimburse the Executive for all costs associated with the Executive’s use of his country club membership for business related expenses. The Executive shall be entitled to an executive perquisites allotment of Thirty Thousand Dollars ($30,000) annually (the “Personal Benefits Allotment”), or such other greater amount as recommended by the Compensation Committee and approved by the Board from time to time (any increase in the Personal Benefits Allotment shall become the “Personal Benefits Allotment”), to be applied by Executive, in his sole discretion, towards a car allowance, country club membership, tax or financial advice or other such other perquisites as the Executive deems to be appropriate or desirable to his executive position.

(e) Attorney’s Fees. The Company shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

(g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.

4. Business Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Company or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

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5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Company shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Company at any time upon thirty (30) days’ prior written notice to the Company. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Company to continue the Executive in the positions of President and Chief Executive Officer (other than a change in position to which the Executive consents) during the Term or the issuance by the Company of a notice to the Executive that the Term of this Agreement will not be extended;

(ii) Material adverse change by the Company, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the positions of President and Chief Executive Officer of the Company, including the failure of the Company to permit the Executive to attend meetings of the Board;

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(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Company’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

(v) Material breach by the Company of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Company, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Company for Cause. At any time during the Term, the Company may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Company;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as President and Chief Executive Officer of the Company), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so.

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For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Company and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) on or before the time required by law but in no event more than thirty (30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Company shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Company shall pay the Executive a severance payment in an amount equal to three (3) times the sum of: (A) the Executive’s average Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b), in each case, with respect to the three (3) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum

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cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year. In addition, the Company shall provide the Executive with an amount equal to three (3) times the Executive’s Personal Benefit Allotment, payable in a lump sum cash payment at the same time and subject to the same conditions as the payment of the Severance Amount;

(ii) Other Post-Termination Benefits. In the event of any termination without Cause of the Executive’s employment under Section 5(d), above, or any termination for Good Reason by the Executive of his own employment under Section 5(e), above, the Company shall pay an additional cash lump sum payment to the Executive equal to the Company’s applicable percentage of such cost (i.e., the Company’s co-payment percentage) that would have been payable for a period of thirty-six (36) months on behalf of Executive (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’), for continuing life, medical and dental coverage, based on the costs in effect for the Executive on the Termination Date. To the extent that the Executive and/or his family members elect COBRA continuation coverage for any period after the Executive’s termination, such cost will be paid, on a taxable basis, by the Executive.

Such amount shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date.

(iii) Vesting of Non-Qualified Deferred Compensation. The Company shall fully vest the Executive in any non-qualified deferred compensation plan(s) sponsored by the Company or the Bank in which the Executive participates.

The Company may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Company tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

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7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Company shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to three (3) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the three (3) most recent fiscal years ending before or simultaneously with the Change in Control. In addition, the Company shall provide the Executive with an amount equal to three (3) times the Executive’s Personal Benefit Allotment, payable in a lump sum cash payment at the same time and subject to the same conditions as the payment of the Change in Control Severance Payment. The Change in Control Severance Payment and Personal Benefit Allotment shall be paid out in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code;

(ii) The Company shall pay an additional cash lump sum payment to the Executive equal to the cost of providing for a period of thirty-six (36) months, at no expense to the Executive (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’), continuing life, medical and dental coverage to the Executive and, as applicable, his family members, based on the aggregate cost of such coverage in effect for the Executive on the Termination Date. Such payment shall be made at the same time as the payment under Section 7(a)(i) above. To the extent that the Executive and/or his family members elect COBRA continuation coverage for any period after the Executive’s termination, such cost will be paid, on a taxable basis, by the Executive;

(iii) The Company shall fully vest the Executive in the Company’s non-qualified deferred compensation plan(s) in which the Executive participates.

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(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Bank or the Company, in a single transaction or series of related transactions, of any of the following:

(i) Merger: The Bank or the Company merges into or consolidates with another entity, or merges another Company or corporation into the Company or the Bank, 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 Bank or the Company 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 Bank’s or the Company’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Bank’s or the Company’s voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Bank’s or the Company’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Bank’s or the Company’s board of directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Bank or the Company or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Bank or the Company sells to a third party all or substantially all of its assets.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Company determines that the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s

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death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Company for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Company or the Bank has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company or its affiliates. The parties hereto, recognizing that irreparable injury will result to the Company, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s

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experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Company, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Company, or (ii) solicit business from any customer of the Company or their subsidiaries, divert or attempt to divert any business from the Company or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Company or any other person or entity associated or doing business with the Company (or proposing to become associated or to do business with the Company) to terminate such person’s or entity’s relationship with the Company (or to refrain from becoming associated with or doing business with the Company) or in any other manner to interfere with the relationship between the Company and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Company’ interests in its Confidential Information (as defined below) and established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Company shall not be considered to violate this Section 9(b).

(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Company with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Company (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party

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which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Company, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while the Executive was employed by the Company; provided that after the end of the Executive’s employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Company, the Company shall pay the Executive for any services pursuant to this Section 9(f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Company.

10. Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

11. Indemnification. During the period of his employment hereunder, the Company agrees to indemnify the Executive in his capacity as an officer of the Company, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

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12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Company and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Company and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Company may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Company may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Company be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

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(b) In no event shall the Company be obligated to make any payment pursuant to this Agreement if:

(i) the Company is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) (12 U.S.C. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Company’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that the Company, subject to Section 19(e), will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Company , shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

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21. Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform the Company’s obligations under this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Company agrees to indemnify the Executive in his capacity as an officer of the Company. In addition, to the extent that the Executive serves at the request of the Company as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Company. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Company, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Company as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized officers, and by the Executive, this      day of         , 2017.

ATTEST:	PCSB FINANCIAL CORPORATION
	By:
Secretary		Chairman of the Board
	JOSEPH D. ROBERTO
	the Executive

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2016 (the “Effective Date”), by and among PCSB Financial Corporation, a Maryland corporation having its principal place of business in Yorktown Heights, New York (the “Company”), and Scott D. Nogles, of                     , New York (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the wholly-owned subsidiary of the Company.

WITNESSETH THAT:

WHEREAS the Company desires to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Company hereby employs the Executive and the Executive agrees to be employed by the Company, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2018 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, a “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be two-years from such Renewal Date, unless either the Company or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Company or the Executive, this Agreement shall terminate as of the last day of then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Company shall employ the Executive as its Executive Vice President and Chief Financial Officer, subject to his election or re-election by the Company’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as the Executive Vice President and Chief Financial Officer of the Company and the Bank and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Company and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations all financial related activities, including, setting short-term and long-term strategic financial objectives of the Company and to incur such obligations on behalf of the Company as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Bank. Except as otherwise permitted in this Section 2(c) and in Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Company.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Company shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time,

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and to the number of personal days to which the Executive would otherwise be entitled under the Company policies in effect for executive officers. In addition to the foregoing, the Company shall provide the Executive with an automobile allowance in an amount determined by the Board from time to time.

(e) Attorney’s Fees. The Company shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

(g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.

4. Business Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Company or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Company shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of

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a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Company at any time upon thirty (30) days’ prior written notice to the Company. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Company to continue the Executive in the positions of the Executive Vice President and Chief Financial Officer (other than a change in position to which the Executive consents) during the Term or the issuance by the Company of a notice to the Executive that the Term of this Agreement will not be extended;

(ii) Material adverse change by the Company, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the positions of the Executive Vice President and Chief Financial Officer of the Company;

(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Company’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

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(v) Material breach by the Company of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Company, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Company for Cause. At any time during the Term, the Company may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Company;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Company), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so.

For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the

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Executive’s act, or failure to act, was in the best interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Company and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) on or before the time required by law but in no event more than thirty (30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Company shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Company shall pay the Executive a severance payment in an amount equal to two (2) times the sum of (A) the Executive’s average Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b), in each case, with respect to the two (2) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code,

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in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year;

(ii) Other Post-Termination Benefits. In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 6(b)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Bank and/or the Company shall pay the Company’s applicable percentage of such cost (i.e., the Company’s co-payment percentage) for the Executive (and, to the extent eligible, the Executive’s family members’) toward continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Company shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 6(b), the Company will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) assuming the Executive elected COBRA coverage, the Company’s applicable co-payment percentage of such medical and dental coverage provided for the Executive and his eligible family members for a period of an additional six (6) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Company for a period of two (2) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described above shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Treasury Regulation Section 1.409A-1(i), then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

(iii) Vesting of Non-Qualified Deferred Compensation. The Company shall fully vest the Executive in any non-qualified deferred compensation plan(s) sponsored by the Company or the Bank in which the Executive participates.

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The Company may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Company tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Company shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to three (3) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the three (3) most recent fiscal years ending before or simultaneously with the Change in Control. The Change in Control Severance Payment shall be paid in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code;

(ii) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 7(a)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Bank and/or the Company shall pay the cost of the Executive’s (and, to the extent eligible, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect

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COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Company shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 7, the Company will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) medical and dental coverage for the Executive and his eligible family members for a period of an additional eighteen (18) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Company for a period of three (3) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described in Section 7(a)(ii) above shall be paid to the Executive within the five (5) days following the Termination Date. If, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

(iii) The Company shall fully vest the Executive in the Company’s non-qualified deferred compensation plan(s) in which the Executive participates.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Bank or the Company, in a single transaction or series of related transactions, of any of the following:

(i) Merger: The Bank or the Company merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, 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 Bank or the Company 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 Bank’s or the Company’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Bank’s or the Company’s voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

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(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Bank’s or the Company’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Bank’s or the Company’s board of directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Bank or the Company or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Bank or the Company sells to a third party all or substantially all of its assets.

(c) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive under other benefit plans or programs (collectively referred to as the “Change in Control Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Sections 280G and 4999 of the Code. A determination of whether such Change in Control Benefits shall be made by the Company’s legal counsel, independent auditors or other independent third party selected by the Company. The allocation of the reduction required hereby shall be determined by the Executive, provided, however, that if it is determined that such election by the Executive shall be in violation of Section 409A of the Code, the allocation of the required reduction shall be pro-rata.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Company determines that the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash

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payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Company for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Company or the Bank has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company or its affiliates. The parties hereto, recognizing that irreparable injury will result to the Company, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

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(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Company, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Company, or (ii) solicit business from any customer of the Company or their subsidiaries, divert or attempt to divert any business from the Company or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Company or any other person or entity associated or doing business with the Company (or proposing to become associated or to do business with the Company) to terminate such person’s or entity’s relationship with the Company (or to refrain from becoming associated with or doing business with the Company) or in any other manner to interfere with the relationship between the Company and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Company’ interests in its Confidential Information (as defined below) and established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Company shall not be considered to violate this Section 9(b).

(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Company with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Company (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations

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the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Company, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while the Executive was employed by the Company; provided that after the end of the Executive’s employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Company, the Company shall pay the Executive for any services pursuant to Section (f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Company.

10. Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

11. Indemnification. During the period of his employment hereunder, the Company agrees to indemnify the Executive in his capacity as an officer of the Company, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or

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certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Company and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Company and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Company may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Company may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Company be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

(b) In no event shall the Company be obligated to make any payment pursuant to this Agreement if:

(i) the Company is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) (12 U.S.C. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

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19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Company’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that, subject to Section 19(e), the Company will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Company, shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform the Company’s

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obligations under this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Company agrees to indemnify the Executive in his capacity as an officer of the Company. In addition, to the extent that the Executive serves at the request of the Company as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Company. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Company, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Company as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized officers, and by the Executive, this      day of         , 2017.

ATTEST:	PCSB FINANCIAL CORPORATION
	By:
Secretary		Chairman of the Board
	SCOTT D. NOGLES
	the Executive

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EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the      day of         , 2016 (the “Effective Date”), by and among PCSB Financial Corporation, a Maryland corporation having its principal place of business in Yorktown Heights, New York (the “Company”), and Michael P. Goldrick, of                     , New York (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the wholly-owned subsidiary of the Company.

WITNESSETH THAT:

WHEREAS the Company desires to employ the Executive in an executive capacity in the conduct of its businesses, and the Executive desires to be so employed on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Employment Period. The Company hereby employs the Executive and the Executive agrees to be employed by the Company, on the terms and conditions set forth in this Agreement, for a period commencing on the date hereof and continuing thereafter until December 31, 2018 (the “Term”). Commencing on January 1, 2018, and on each January 1 thereafter (each, a “Renewal Date”), the Term shall extend automatically for one additional year, so that the Term shall be two-years from such Renewal Date, unless either the Company or the Executive by written notice to the other given at least ninety (90) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the Company or the Executive, this Agreement shall terminate as of the last day of then current Term. In the event a Change in Control (as defined below) occurs during the initial Term or the extended Term, the Term shall be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extension as set forth above.

2. Capacity and Extent of Service.

(a) At all times during the Term of this Agreement, the Company shall employ the Executive as its Senior Vice President and Chief Lending Officer, subject to his election or re-election by the Company’s Board of Director (the “Board”).

(b) The Executive shall be employed on a full-time basis as the Senior Vice President Chief Lending Officer of the Company and the Bank and shall be assigned only such duties and tasks as are appropriate for a person in such positions. It is the intention of the Company and the Executive that, subject to the direction and supervision of the Board, the Executive shall have full discretionary authority to control the day-to-day operations all financial related activities, including, setting short-term and long-term strategic financial objectives of the Company and to incur such obligations on behalf of the Company as may be necessary or appropriate in the ordinary course of its business.

(c) During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder and under the terms of the employment agreement between Executive and the Bank. Except as otherwise permitted in this Section 2(c) and in Section 2(d), the Executive shall not engage in any other business activity during the Term, other than an activity approved in writing by the Board. For the avoidance of doubt, the Executive may engage in service for civic, charitable or religious purposes or services in connection with any trade association (together “Community Activities”) during business hours without the need for notice to the Board; provided that such service does not involve a material time commitment. The Executive shall disclose any such Community Activities if so requested by the Board and shall cease any such Community Activities as soon as is practicable if directed in writing by the Board; provided that such Board determines in good faith that continuation of such Community Activity is contrary to the legitimate business interests of the Company.

(d) With the prior written approval of the Board, the Executive may serve on boards of both for-profit and not-for-profit entities or engage in Community Activities that involve a material time commitment. Notwithstanding the foregoing, the Executive may continue to serve on any board of directors on which he was serving at the Effective Date. A list of such boards of directors has been supplied to the Board.

3. Compensation and Benefits.

(a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company shall pay to the Executive, in regular periodic installments, a base salary (“Base Salary”) at the rate of          Dollars ($        ) per year. The Board shall review the Executive’s annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive’s annual rate of Base Salary.

(b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

(c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive.

(d) Fringe Benefits. During the Term, the Company shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time,

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and to the number of personal days to which the Executive would otherwise be entitled under the Company policies in effect for executive officers. In addition to the foregoing, the Company shall provide the Executive with an automobile allowance in an amount determined by the Board from time to time.

(e) Attorney’s Fees. The Company shall reimburse the Executive for his reasonable attorney’s fees incurred in the review and negotiation of this Agreement.

(f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d).

(g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.

4. Business Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, including but not limited to, annual dues and/or membership fees in professional associations, attendance at industry seminars and educational conferences. Such payments or reimbursements shall be subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Company or their auditors. Reimbursements of expenses and in-kind benefits subject to this Section 4 or otherwise provided to the Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

5. Termination. Notwithstanding the provisions of Section 1, the Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death. In the event of the Executive’s death during his employment under this Agreement, the Executive’s employment shall terminate on the date of his death; provided, however, that, for a period of three (3) months following the Executive’s death, the Company shall pay to the Executive’s designated beneficiary (or to his estate, if he fails to make such designation) an amount equal to the Executive’s Base Salary at the rate in effect at the time of his death (unless an increased Base Salary shall previously have been authorized to take effect as of

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a later date, in which case such increase shall apply as of that later date), such payments to be made on the same periodic dates as salary payments would have been made to the Executive had he not died.

(b) Disability. In the event the Executive becomes disabled during his employment under this Agreement, the Executive’s employment hereunder shall terminate. For purposes of this Agreement, disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that renders the Executive unable to engage in any substantial gainful activity. Such determination may be made by the Board with objective medical input from a physician chosen by the Board. In the event of such termination, the Executive shall continue to receive his full Base Salary and benefits under Section 3 of this Agreement until he becomes eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive.

(c) Termination by the Executive Without Good Reason. Notwithstanding the provisions of Section 1, the Executive may resign from the Company at any time upon thirty (30) days’ prior written notice to the Company. In the event of resignation by the Executive under this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof.

(d) Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company without Cause upon thirty (30) days’ prior written notice to the Executive.

(e) Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i) Failure of the Company to continue the Executive in the position of the Senior Vice President and Chief Lending Officer (other than a change in position to which the Executive consents) during the Term of this Agreement;

(ii) Material adverse change by the Company, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the position of the Senior Vice President and Chief Lending Officer of the Company;

(iii) An involuntary reduction in the Executive’s Base Salary except across-the-board salary reductions based on the Company’s deteriorating financial performance similarly affecting substantially all executive management employees;

(iv) The involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence); or

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(v) Material breach by the Company of Section 3 hereof or of any other provision of this Agreement, which breach continues for more than ten (10) days following written notice given by the Executive to the Company, such written notice to set forth in reasonable detail the nature of such breach.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(f) Termination by the Company for Cause. At any time during the Term, the Company may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination:

(i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) Commission by the Executive of an act of fraud upon the Company;

(iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Company), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or

(iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so.

For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

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(g) Termination due to Retirement. Upon termination of the Executive based on Retirement, no amounts or benefits shall be due the Executive under this Agreement, and the Executive shall be entitled to all benefits under any retirement plan of the Company and other plans to which the Executive is a party. Termination of the Executive’s employment based on “Retirement” shall mean termination of the Executive’s employment in accordance with a retirement policy established by the Board with the Executive’s consent.

6. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) on or before the time required by law but in no event more than thirty (30) days after the Executive’s date of termination (the “Termination Date”), the sum of (A) any Base Salary earned through the Termination Date, (B) unpaid expense reimbursements (subject to, and in accordance with, Section 4 of this Agreement), (C) unused vacation that accrued through the Termination Date, (D) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination and (E) except in the case of a termination under Section 5(c) or Section 5(f), a prorated portion of the Executive’s target short-term and long-term incentive compensation for the year of termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Termination Date, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefits”).

(b) Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay to the Executive his Accrued Benefits. In addition, subject to the last paragraph of this Section 6(b), the Company shall provide the benefits listed in sub-sections 6(b)(i) to (iii) below (the “Severance Benefits”) to the Executive:

(i) Severance Payments. The Company shall pay the Executive a severance payment in an amount equal to one (1) times the sum of (A) the Executive’s Base Salary plus (B) the average annual incentive cash compensation awarded to the Executive pursuant to Section 3(b) with respect to the two (2) most recent fiscal years ending before or simultaneously with the termination (the “Severance Amount”). The Severance Amount shall be paid to the Executive in a single lump sum cash payment within thirty (30) days of the Termination Date, subject to the receipt of the signed release within such thirty (30) day period (unless the Executive’s termination occurs under circumstances requiring the Executive to execute a release of claims within forty-five (45) days of termination, in which case the thirty (30) day period shall be extended to sixty (60) days); and further subject to the delay specified in Section 8(a) hereof, solely to the extent necessary to avoid penalties under Section 409A of the Code, in the event the Executive is a Specified Employee (as defined therein); provided, however, that if the 30-day (or 60-day) period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year; and

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(ii) Other Post-Termination Benefits. In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 6(b)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Bank and/or the Company shall pay the Company’s applicable percentage of such cost (i.e., the Company’s co-payment percentage) for the Executive’s (and, to the extent eligible, the Executive’s family members’) toward continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of twelve (12) months following such Termination Date, to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Company shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 6(b), the Company will pay to the Executive, in a single lump sum cash distribution, an amount equal to the estimated cost to the Company of providing life insurance coverage for a period of one (1) year following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

The lump sum cash payments described above shall be paid to the Executive within the thirty (30) day period (or sixty (60) day period, as applicable) following the Termination Date, provided however, if, at the Termination Date, the Executive is a Specified Employee as defined in Treasury Regulation Section 1.409A-1(i), then, solely to the extent required to avoid taxes and penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date;

The Company may condition the provision of the Severance Benefits on the Executive signing a Release Agreement in substantially the form of Exhibit A (the “Release Agreement”) within twenty-one (21) days (or forty-five (45) days in certain conditions, in accordance with applicable law) after it is tendered and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Company tender the Release Agreement to the Executive no later than the Termination Date. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary based on changes in applicable law from and after the date of this Agreement.

7. Change in Control Payment. The provisions of this Section 7 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within twenty-four (24) months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning twenty-four (24) months after the occurrence of a Change in Control.

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(a) Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Company shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following:

(i) The Company shall pay to the Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), plus (B) the highest annual incentive cash compensation earned by the Executive pursuant to Section 3(b) with respect to the two (2) most recent fiscal years ending before or simultaneously with the Change in Control. The Change in Control Severance Payment shall be paid in a lump sum payment no later than five (5) business days after the Termination Date, subject to Section 8(a) hereof, solely to the extent required to avoid penalties under Section 409A of the Code; and

(ii) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 7(a)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Bank and/or the Company shall pay the cost of the Executive’s (and, to the extent eligible, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Company shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 7, the Company will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of:

(A) medical and dental coverage for the Executive and his eligible family members for a period of an additional six (6) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus

(B) life insurance coverage provided by the Company for a period of two (2) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date).

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The lump sum cash payments described in Section 7(a)(ii) above shall be paid to the Executive within the five (5) days following the Termination Date. If, at the Termination Date, the Executive is a Specified Employee as defined in Section 8(a) hereof, then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be made within the first thirty (30) days after the first day of the seventh calendar month commencing after such Termination Date.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Bank or the Company, in a single transaction or series of related transactions, of any of the following:

(i) Merger: The Bank or the Company merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, 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 Bank or the Company 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 Bank’s or the Company’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Bank’s or the Company’s voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Bank’s or the Company’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Bank’s or the Company’s board of directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary regulator of the Bank or the Company or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Bank or the Company sells to a third party all or substantially all of its assets.

(c) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive under other benefit plans or programs (collectively referred to as the “Change in Control Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or

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any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Sections 280G and 4999 of the Code. A determination of whether such Change in Control Benefits shall be made by the Company’s legal counsel, independent auditors or other independent third party selected by the Company. The allocation of the reduction required hereby shall be determined by the Executive, provided, however, that if it is determined that such election by the Executive shall be in violation of Section 409A of the Code, the allocation of the required reduction shall be pro-rata.

8. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “Separation from Service” (as defined below), the Company determines that the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s Separation from Service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s Separation from Service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until the payment date.

(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(c) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

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9. Non-Competition, Non-Solicitation and Confidential Information.

(a) Non-Competition. Upon any termination of the Executive’s employment for which the Executive receives a severance payment pursuant to Section 6(b) of this Agreement, the Executive agrees not to compete with the Company for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Company or the Bank has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company or its affiliates. The parties hereto, recognizing that irreparable injury will result to the Company, business and property in the event of the Executive’s breach of this Section 9(a), agree that in the event of any such breach by the Executive, the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employees and all persons acting for or under the direction of the Executive. the Executive represents and admits that, in the event of the termination of his employment pursuant to Section 6(b) of this Agreement, the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

(b) Non-Solicitation. During the term of the Executive’s employment under this Agreement and the twelve (12) months following the Termination Date (other than a termination under Section 7 hereof), the Executive shall not, directly or indirectly (i) hire or attempt to hire any employee of the Company, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Company, or (ii) solicit business from any customer of the Company or their subsidiaries, divert or attempt to divert any business from the Company or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Company or any other person or entity associated or doing business with the Company (or proposing to become associated or to do business with the Company) to terminate such person’s or entity’s relationship with the Company (or to refrain from becoming associated with or doing business with the Company) or in any other manner to interfere with the relationship between the Company and any such person or entity. The Executive understands that the restrictions set forth in this Section 9(b) and the following Section 9(c) are intended to protect the Company’ interests in its Confidential Information (as defined below) and established employee, customer and supplier relationships and goodwill, and the Executive agrees that such restrictions are reasonable and appropriate for this purpose. For the avoidance of doubt, the Executive’s involvement in general advertising or general personnel recruiting efforts that are not targeted at customers or employees of any of the Company shall not be considered to violate this Section 9(b).

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(c) Confidential Information. The Executive shall not at any time divulge, use, furnish, disclose or make accessible to anyone, other than to an employee or director of the Company with a reasonable need to know, any knowledge or information with respect to confidential or secret data, procedures or techniques of the Company (“Confidential Information”), provided, however, that nothing in this Section 9 shall prevent the disclosure by the Executive of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 9 by the Executive or which is otherwise lawfully acquired by the Executive.

(d) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination.

(e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(f) Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Company, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or any actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while the Executive was employed by the Company; provided that after the end of the Executive’s employment, the Executive shall not be required to perform more than one hundred (100) hours of services pursuant to this Section 9(f) above and beyond services that could be compelled by issuance of a subpoena. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review by any federal, state or local regulatory authority as such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall

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reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of his obligations pursuant to this Section 9(f). Unless the Executive is then employed by the Company, the Company shall pay the Executive for any services pursuant to Section (f) at the hourly rate of the Executive’s final annual Base Salary divided by 2,080; provided that no payment obligation shall apply to services that could be compelled pursuant to a subpoena.

(g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the promises set forth in this Section 9, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches or proposes to breach, any portion of this Section 9, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damages to the Company.

10. Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

11. Indemnification. During the period of his employment hereunder, the Company agrees to indemnify the Executive in his capacity as an officer of the Company, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.

12. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main office, attention of the Chairman of the Board.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be changed except by a writing duly executed and delivered by the Company and the Executive in the same manner as this Agreement.

14. Binding Effect, Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Company and its successors. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive during his lifetime. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

16. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of

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this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Forfeiture of Payments. The Executive agrees that the receipt of severance compensation under Section 6(b) is conditioned upon the Executive’s compliance in all material respects with the covenants set forth in Section 9. The foregoing shall be in addition to any other remedies or rights the Company may have at law or in equity as a result of the Executive’s failure to observe such provisions.

18. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Company may be subject as an FDIC insured institution. In addition to the foregoing:

(a) In no event shall the Company be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

(b) In no event shall the Company be obligated to make any payment pursuant to this Agreement if:

(i) the Company is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or

(ii) the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) (12 U.S.C. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended.

19. Dispute Resolution.

(a) If a dispute arises out of or relates to this Agreement, or the breach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) days, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Rules”) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 19 shall be deemed to be a waiver of any term or provision of this Agreement or a consent to any breach or default, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(b) Any dispute or controversy not settled in accordance with the foregoing provisions of this Section 19 shall be settled exclusively by binding arbitration to be conducted before three arbitrators in a location within twenty-five (25) miles of the Company’s headquarters in the State of New York, in accordance with the Rules. Each party shall select one such arbitrator and the two arbitrators so selected shall choose a third.

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(c) The parties covenant and agree that they will participate in such mediation and/or arbitration in good faith and that, subject to Section 19(e), the Company will bear the fees and expenses of such proceeding charged by the American Arbitration Association (including the fees of the arbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages.

(d) Any payment required under this Section 19 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.

(e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Company, shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform the Company’s obligations under this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

22. Indemnification. The Company agrees to indemnify the Executive in his capacity as an officer of the Company. In addition, to the extent that the Executive serves at the request of the Company as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, he shall be entitled to indemnification by the Company. Indemnification pursuant to this Section 22 shall be subject to and administered in accordance with the charter or by-laws of the Company, as amended from time to time; provided, however, that the terms of such indemnification shall be no less favorable to the Executive than those set forth in the charter or by-laws of the Company as of the date of this Agreement. Any indemnification with respect to service to a third party shall be provided only to the extent that no indemnification or insurance is available from such third party or that any such indemnification or insurance has been exhausted.

23. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No payment provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, or the Executive’s receipt of income from any other sources, after termination of his employment with the Company.

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized officers, and by the Executive, this      day of             , 2016.

ATTEST:	PCSB FINANCIAL CORPORATION
	By:
Secretary		Chairman of the Board
	MICHAEL P. GOLDRICK
	the Executive

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EX-10.8

Exhibit 10.8

FORM OF ONE YEAR PAYMENT

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement”) is made effective as of                      (the “Effective Date”), by and between PCSB Financial Corporation, a Maryland corporation (the “Company”) and                      (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the wholly-owned subsidiary of the Company.

WHEREAS, the Company wishes to assure itself of the services of the Executive as                      of the Company (the “Executive Position”) for the period provided in this Agreement; and

WHEREAS, in order to induce the Executive to continue employment with the Company and to provide further incentive to achieve the financial and performance objectives of the Company, the parties desire to specify the benefits which shall be due to the Executive in the event of a Change in Control (as defined below).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1. Term of Agreement. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of twenty-four months. Commencing on                      (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is again a twenty-four month period provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide the Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days days prior to any Anniversary Date, such that this Agreement shall terminate at the end of twelve (12) months following such Anniversary Date. Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined below, then the term of this Agreement shall automatically be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

2. Definitions. The following words and terms shall have the meanings set forth below for purposes of this Agreement.

(a) Base Salary. The Executive’s “Base Salary” for purposes of this Agreement shall mean the annual rate of base salary paid to the Executive by the Company.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

(i) Merger: The Bank or the Company merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, 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 Bank or the Company 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 Bank’s or the Company’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Bank’s or the Company’s voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(iii) Change in Board Composition: During any period of two consecutive fiscal years, individuals who constitute the Bank’s or the Company’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Bank’s or the Company’s board of directors; provided, however, that for purposes of this clause (iii), each director who is first elected by a board of directors (or first nominated by board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board of directors as the result of a directive, supervisory agreement or order issued by the primary regulator of the Bank or the Company or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Bank or the Company sells to a third party all or substantially all of its assets.

(c) Termination for Good Reason. For purposes of this Agreement, “Termination for Good Reason” shall mean a termination by the Executive in accordance with the “Good Reason Process” (defined below), if any of the following occurs without the Executive’s express written consent:

(i) a material reduction in the Executive’s Base Salary or benefits provided to the Executive (other than a reduction or elimination of the Executive’s benefits under one or more benefit plans maintained by the Company as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against the Executive (except as such discrimination may be necessary to comply with applicable law));

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(ii) a material reduction in the Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;

(iii) a relocation of the Executive’s principal place of employment by more than thirty-five (35) miles from the Company’s main office location as of the date of this Agreement; or

(iv) a material breach of this Agreement by the Company.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(d) Termination for Cause. “Termination for Cause” shall mean termination because of, in the good faith determination of the Board, the Executive’s:

(i) conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) commission by the Executive of an act of fraud upon the Company;

(iii) willful refusal by the Executive to perform the stated duties reasonably assigned to him by the Board or set forth in the Executive’s job description, which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or

(iv) willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so.

Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board that the Executive was guilty of the conduct described above and specifying the particulars of such conduct.

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3. Benefits upon Termination in Connection with a Change in Control.

(a) In the event of the Executive’s involuntary termination of employment by the Company for reasons other than termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in Control, the Company shall pay the Executive, or in the event of the Executive’s subsequent death, the Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to one (1) times the sum of: (i) the highest rate of Base Salary paid to the Executive during the current calendar year of the Executive’s date of termination or either of the two (2) calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year of the Executive’s date of termination and the two (2) calendar years immediately preceding the Executive’s date of termination. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes.

(b) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, the Executive and his family will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Company shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of twelve (12) months following such date of termination (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of such COBRA coverage that is funded by the Company shall be includable in the taxable income of the Executive. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes.

(c) Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or received by Executive under an employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement.

4. 280G Cutback. Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive (collectively referred to as the “Change in Control Benefits”) constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Code Sections 280G and 4999.

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5. Source of Payments. All payments provided in this Agreement shall be timely paid by check or direct deposit from the general funds of the Company (or any successor to the Company).

6. Entire Agreement. This Agreement embodies the entire agreement between the Company and the Executive with respect to the matters agreed to herein. All prior agreements between the Company and the Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that the Executive is subject to receiving fewer benefits than those available to the Executive without reference to this Agreement.

7. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

8. Binding on Successors. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

9. Modification and Waiver.

(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

10. Required Provisions.

(a) The Board may terminate the Executive’s employment or the Executive may voluntarily terminate employment at any time prior to the occurrence of a Change in Control, and upon such termination, the Company shall have no further obligation to the Executive hereunder. Any termination by the Board other than Termination for Cause on or after the occurrence of a Change in Control, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation

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or other benefits for any period after the Executive’s Termination for Cause or if the Executive terminates employment due to death. In the event of Executive’s Disability (as defined in accordance with Code Section 409A) on or after the occurrence of a Change in Control, Executive shall not be entitled to any benefits hereunder.

(b) Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Company or 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. § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

(c) Notwithstanding anything else in this Agreement to the contrary, the 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 Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(d) Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, the Executive’s payments shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company or Bank is or becomes a publicly traded company.

11. Governing Law. This Agreement shall be governed by the laws of the State of New York but only to the extent not superseded by federal law.

12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator mutually acceptable to the Company and the Executive, sitting in a location selected by the Company within twenty-five (25) miles from the main office of the Company, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

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13. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Company	PCSB Company 2651 Strang Blvd., Suite 100 PO Box 712 Yorktown Heights, New York 10598
To the Executive:	Most recent address on file with the Company

[Signature Page to Follow]

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IN WITNESS WHEREOF, this Agreement is entered into as of the date first above written.

PCSB FINANCIAL CORPORATION

By:

Name:

Title:

EXECUTIVE

8

EX-10.9

Exhibit 10.9

FORM OF TWO-YEAR PAYMENT

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement”) is made effective as of                      (the “Effective Date”), by and between PCSB Financial Corporation, a Maryland corporation (the “Company”) and                      (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the wholly-owned subsidiary of the Company.

WHEREAS, the Company wishes to assure itself of the services of the Executive as                      of the Company (the “Executive Position”) for the period provided in this Agreement; and

WHEREAS, in order to induce the Executive to continue employment with the Company and to provide further incentive to achieve the financial and performance objectives of the Company, the parties desire to specify the benefits which shall be due to the Executive in the event of a Change in Control (as defined below).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1. Term of Agreement. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of twenty-four months. Commencing on                      (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is again a twenty-four month period provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Company (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide the Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days days prior to any Anniversary Date, such that this Agreement shall terminate at the end of twelve (12) months following such Anniversary Date. Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined below, then the term of this Agreement shall automatically be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

2. Definitions. The following words and terms shall have the meanings set forth below for purposes of this Agreement.

(a) Base Salary. The Executive’s “Base Salary” for purposes of this Agreement shall mean the annual rate of base salary paid to the Executive by the Company.

(b) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

(i) Merger: The Bank or the Company merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, 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 Bank or the Company 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 Bank’s or the Company’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Bank’s or the Company’s voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(iii) Change in Board Composition: During any period of two consecutive fiscal years, individuals who constitute the Bank’s or the Company’s board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Bank’s or the Company’s board of directors; provided, however, that for purposes of this clause (iii), each director who is first elected by a board of directors (or first nominated by board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board of directors as the result of a directive, supervisory agreement or order issued by the primary regulator of the Bank or the Company or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Bank or the Company sells to a third party all or substantially all of its assets.

(c) Termination for Good Reason. For purposes of this Agreement, “Termination for Good Reason” shall mean a termination by the Executive in accordance with the “Good Reason Process” (defined below), if any of the following occurs without the Executive’s express written consent:

(i) a material reduction in the Executive’s Base Salary or benefits provided to the Executive (other than a reduction or elimination of the Executive’s benefits under one or more benefit plans maintained by the Company as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against the Executive (except as such discrimination may be necessary to comply with applicable law));

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(ii) a material reduction in the Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;

(iii) a relocation of the Executive’s principal place of employment by more than thirty-five (35) miles from the Company’s main office location as of the date of this Agreement; or

(iv) a material breach of this Agreement by the Company.

“Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

(d) Termination for Cause. “Termination for Cause” shall mean termination because of, in the good faith determination of the Board, the Executive’s:

(i) conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude;

(ii) commission by the Executive of an act of fraud upon the Company;

(iii) willful refusal by the Executive to perform the stated duties reasonably assigned to him by the Board or set forth in the Executive’s job description, which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or

(iv) willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so.

Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board that the Executive was guilty of the conduct described above and specifying the particulars of such conduct.

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3. Benefits upon Termination in Connection with a Change in Control.

(a) In the event of the Executive’s involuntary termination of employment by the Company for reasons other than termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in Control, the Company shall pay the Executive, or in the event of the Executive’s subsequent death, the Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times the sum of (i) the highest rate of Base Salary paid to the Executive during the current calendar year of the Executive’s date of termination or either of the two (2) calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year of the Executive’s date of termination and the two (2) calendar years immediately preceding the Executive’s date of termination. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes.

(b) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, the Executive and his family will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Company shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen (18) months following such date of termination (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Company or the Company is unable to provide such coverage on a non-taxable basis, then the cost of such COBRA coverage that is funded by the Company shall be includable in the taxable income of the Executive. In addition, whether or not the Executive elects COBRA coverage, following any termination of employment under this Section 3, the Company will pay to the Executive, in a single lump sum cash distribution, an amount equal to the sum of the estimated costs of medical and dental coverage for the Executive and his eligible family members determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on his date of termination, for a period six (6) months. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes.

(c) Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or received by Executive under an employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement.

4. 280G Cutback. Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Executive (collectively referred to as the “Change in Control Benefits”)

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constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, the Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to the Executive are not subject to taxes or penalties under Code Sections 280G and 4999.

5. Source of Payments. All payments provided in this Agreement shall be timely paid by check or direct deposit from the general funds of the Company (or any successor to the Company).

6. Entire Agreement. This Agreement embodies the entire agreement between the Company and the Executive with respect to the matters agreed to herein. All prior agreements between the Company and the Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that the Executive is subject to receiving fewer benefits than those available to the Executive without reference to this Agreement.

7. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

8. Binding on Successors. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

9. Modification and Waiver.

(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

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10. Required Provisions.

(a) The Board may terminate the Executive’s employment or the Executive may voluntarily terminate employment at any time prior to the occurrence of a Change in Control, and upon such termination, the Company shall have no further obligation to the Executive hereunder. Any termination by the Board other than Termination for Cause on or after the occurrence of a Change in Control, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after the Executive’s Termination for Cause or if the Executive terminates employment due to death. In the event of Executive’s Disability (as defined in accordance with Code Section 409A) on or after the occurrence of a Change in Control, Executive shall not be entitled to any benefits hereunder.

(b) Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Company or 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. § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

(c) Notwithstanding anything else in this Agreement to the contrary, the 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 Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent 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).

(d) Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, the Executive’s payments shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company or Bank is or becomes a publicly traded company.

11. Governing Law. This Agreement shall be governed by the laws of the State of New York but only to the extent not superseded by federal law.

12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator mutually acceptable to the Company and the Executive, sitting in a location selected by the Company within twenty-five (25) miles from the main office of the Company, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

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13. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Company	PCSB Financial Corporation 2651 Strang Blvd., Suite 100 PO Box 712 Yorktown Heights, New York 10598
To the Executive:	Most recent address on file with the Company

[Signature Page to Follow]

7

IN WITNESS WHEREOF, this Agreement is entered into as of the date first above written.

PCSB FINANCIAL CORPORATION

By:

Name:

Title:

EXECUTIVE

8

EX-10.10

Exhibit 10.10

PUTNAM COUNTY SAVINGS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Supplemental Executive Retirement Plan (the “Plan”), is established effective March 1, 2013, for the purpose of providing additional retirement benefits to certain members of senior management (“Participants”) who have contributed significantly to the success and growth of Putnam County Savings Bank (the “Bank”), and whose services are vital to the Bank’s continued growth and success.

ARTICLE I

DEFINITIONS

When used herein, the following words shall have the meanings below unless the context clearly indicates otherwise:

1.1 “Beneficiary” means the person(s) designated by Participant to receive death benefits under the Split Dollar Life Insurance Agreement. If no beneficiary is so designated, then the Participant’s estate will be the Beneficiary.

1.2 “Benefit Schedule” means the personalized description of the Plan’s operational provisions that pertain to each Participant. The Benefit Schedule shall be set forth in the Participant’s Participation Agreement.

1.3 “Board” means the Bank’s Board of Directors.

1.4 “Cause” means: the conviction of the Participant of any felony; a material act or acts of dishonesty in connection with the performance of Participant’s duties, including without limitation, material misappropriation of funds or property, or a material violation of the Bank’s policies; an act or acts of gross misconduct by the Participant; or; continued willful and deliberate non-performance by the Participant of duties (other than by reason of illness or Disability) which has continued for more than 30 days following written notice of non-performance from the Board of Directors which specifically describes the alleged non-performance. In addition, the Bank shall have Cause to terminate the Participant upon the Participant’s removal, and/or permanent prohibition from participating in the conduct of the Bank’s business by an order issued by any state or federal bank regulator. The Participant shall not be terminated for Cause unless there has been delivered to the Participant a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting called for that purpose, informing the Participant of the Board’s decision and stating the particulars thereof in detail. The Participant shall be given reasonable advance notice of such meeting and the Participant (together with counsel) shall have an opportunity to be heard before such meeting prior to the matter being voted on by the Board.

1.5 “Committee” means the Compensation Committee of the Board who shall be responsible for administering the Plan. If the Board has not appointed a Compensation Committee, then the Committee shall be composed of the Board’s non-employee directors.

1.6 “Change in Control” shall mean either a change in the ownership of the Bank or any holding company of the Bank, or a change in the effective control of the Bank or any holding company of the Bank, or a change in the ownership of a substantial portion of the assets of the Bank or any holding company of the Bank, as described below:

(i) A change in ownership occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulations section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank or any holding company of the Bank that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Bank or any holding company of the Bank.

(ii) A change in the effective control of the Bank or any holding company of the Bank occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in Treasury Regulations section 1.409A-3(i)(5)(vi)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank or any holding company of the Bank possessing 30% or more of the total voting power of the stock of the Bank or any holding company of the Bank, or (ii) a majority of the members of the Bank’s or any holding company of the Bank’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Bank’s or any holding company of the Bank’s board of directors prior to the date of the appointment or election, provided that this subsection (b)(ii) is inapplicable where a majority shareholder of the Bank or any holding company of the Bank is another corporation.

(iii) A change in a substantial portion of the Bank’s or any holding company of the Bank’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulations section 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or any holding company of the Bank that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets of the Bank or any holding company of the Bank, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes of this subsection (b), the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulations section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

(iv) Notwithstanding anything in this Plan to the contrary, in no event shall the conversion of the Bank from mutual to stock form (including, without limitation, through the formation of a stock holding company) or the reorganization of the Bank into the mutual holding company form of organization, or the creation of a stock holding company or a public stock offering constitute a Change in Control for purposes of this Plan.

1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.8 “Disabled” or “Disability” shall be construed to comply with Code Section 409A and means that the Participant: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or

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can be expected to last for a continuous period of not less than 12 months; or (b) 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, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank or any holding company of the Bank; or (c) is determined to be disabled by the Social Security Administration.

1.9 “Normal Retirement Age” means the age specified on the Participant’s Participation Agreement as his Normal Retirement Age.

1.10 “Participation Agreement” means the written agreement between the Bank and each Participant which evidences the Participant’s participation in this Plan and sets forth the Participant’s (a) date of participation in the Plan; (b) Normal Retirement Age; (c) vesting schedule; (d) Benefit Schedule; and (e) distribution form. The Participation Agreement shall be treated as an integral part of this Plan with respect to that Participant.

1.11 “Plan Year” means the calendar year.

1.12 “Present Value” means the present value, as of a specified date, of a stream of payments payable to the Participant or his Beneficiary. For these purposes, Present Value shall be determined each calendar year by applying a discount factor equal to the discount rate determined as of the immediately preceding December under the Citigroup Pension Liability Index (“CPLI”) or such other rate as determined by the Committee from time to time and set forth in a written resolution.

1.13 “Separation from Service” or “Separates from Service” shall have the meaning set forth in Code Section 409A and Treasury Regulations Section 1.409A-1(h), such that the Bank and the Participant reasonably anticipate that the level of bona fide services that the Participant would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

1.14 “Split Dollar Life Insurance Agreement” means the separate endorsement split dollar life insurance agreement entered into between the Bank and the Participant concurrently with the execution of the Participant’s Participation Agreement. Upon the Participant’s death, no benefit (or no further benefit, if benefits have commenced). shall be paid under this Plan. The only benefit payable after the Participant’s death shall be paid to the Participant’s Beneficiary under the Split Dollar Life Insurance Agreement.

1.15 “Retirement Benefit” means the retirement benefit as stated in the Participant’s Participation Agreement.

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ARTICLE II

ELIGIBILITY AND VESTING

2.1 Eligibility. The Plan is available to a select group of management and/or highly compensated employees of the Bank, determined from time to time by the Committee. Each Participant shall receive a copy of this Plan and shall be required to enter into a Participation Agreement at the time he joins the Plan.

2.2 Vesting. Each Participant’s personalized vesting schedule shall be set forth on the Participant’s Participation Agreement at the time the Participant joins the Plan. Any unvested benefits shall be forfeited upon Separation from Service. Notwithstanding the preceding, Participants shall become fully vested upon death or Disability or Change in Control. Upon a Separation from Service for Cause, all Retirement Benefits, including vested benefits, shall be forfeited.

ARTICLE III

FUNDING

3.1 Type of Plan. The Plan is a nonqualified deferred compensation plan, where the Bank accrues amounts annually in order to fund a future stream of payments for each Participant. The benefits provided under this Plan are not based on any salary reduction by the Participants. Participants do not have the option of receiving any current payment or bonus in lieu of the benefits provided under this Plan.

3.2 Funding.

(a) The Bank shall account for the Plan benefits using the regulatory accounting principles of the Bank’s primary federal regulator. The Bank shall establish an accrued liability reserve account for the benefit of each Participant into which appropriate reserves shall be accrued for the Participant until the Participant has attained Normal Retirement Age.

(b) Notwithstanding the preceding sentence, each Participant, his Beneficiaries or any successor in interest to him shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for unpaid compensation. Each Participant, his Beneficiaries, or any other person claiming through Participant, shall only have the right to receive from the Bank those payments as specified under this Plan. The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Plan or to refrain from funding the same and to determine the extent, nature, and method of such informal funding. Should the Bank elect to fund this Plan, in whole or in part, through the purchase of life insurance products, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part.

(c) At no time shall any Participant be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. Any asset used or acquired by

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the Bank in connection with the liabilities it has assumed under this Plan shall not be deemed to be held under any trust for the benefit of Participant or his Beneficiaries, nor shall it be considered security for the performance of the obligations of the Bank. It shall be, and remain, a general, unpledged, and unrestricted asset of the Bank. No Participant nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by Participant or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event Participant or any Beneficiary attempts assignment, communication, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.

ARTICLE IV

BENEFITS

4.1 Normal or Late Retirement Benefit. Unless the Participant specifies a lump sum form of payment on his Participation Agreement, upon the Participant’s Separation from Service (other than for Cause) on or after his Normal Retirement Age, the Bank shall begin paying the Participant’s vested Retirement Benefit in monthly installments starting on the first day of the second calendar month immediately following such Separation from Service and continuing for the Participant’s lifetime; provided, however, that in the event the Participant dies before receiving 180 monthly installments (i.e., 15 years of Retirement Benefits) (i) no further benefits shall be paid under this Plan; (ii) the Bank shall reverse all remaining accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the Present Value of the remaining guaranteed payments from the Split Dollar Life Insurance Agreement, paid as a lump sum no later than the first day of the second month following the Participant’s date of death. If the Participant’s Separation from Service (other than for Cause) occurs after his Normal Retirement Age, the Retirement Benefit shall be paid in the same time and form as described in this Section; however, the Participant’s Retirement Benefit shall be increased by the percentage set forth on his Participation Agreement. Such vested benefits shall be paid regardless of whether the Separation from Service is a voluntary or involuntary termination (other than for Cause).

4.2 Early Retirement Benefit. If the Participant’s Separation from Service (other than for Cause) occurs before attaining his Normal Retirement Age, the vested Retirement Benefit set forth on the Participant’s Participation Agreement shall be reduced to the extent set forth on such Participation Agreement for each year prior to the Participant’s Normal Retirement Age. Such vested benefits shall be paid regardless of whether the Separation from Service is a voluntary or involuntary termination (other than for Cause).

Unless the Participant specifies a lump sum form of payment on his Participation Agreement, upon Participant’s Separation from Service (other than for Cause) before his Normal Retirement Age, the Bank shall begin paying the Participant’s Retirement Benefit in monthly installments starting on the first day of the second calendar month immediately following such Separation from

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Service and continuing for the Participant’s lifetime; provided, however, that in the event the Participant dies before receiving 180 monthly installments (i.e., 15 years of Retirement Benefits) (i) no further benefits shall be paid under this Plan; (ii) the Bank shall reverse all remaining accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the Present Value of the remaining guaranteed payments from the Split Dollar Life Insurance Agreement, paid as a lump sum no later than the first day of the second month following the Participant’s date of death.

4.3 Disability Benefit. Each Participant’s Retirement Benefit shall become fully vested upon a Disability. If a Participant becomes Disabled before reaching his Normal Retirement Age, the Participant shall be entitled to the Retirement Benefit described in Section 4.1, which shall be paid at the Participant’s Normal Retirement Age. Unless the Participant specifies a lump sum form of payment on his Participation Agreement, upon Participant’s Normal Retirement Age, the Bank shall begin paying the Participant’s Retirement Benefit in monthly installments starting on the date that the Participant attains Normal Retirement Age and continuing on the first day of each month thereafter for the Participant’s lifetime; provided, however, that in the event the Participant dies after beginning payments under this Section but before receiving 180 monthly installments (i.e., 15 years of Retirement Benefits), then (i) no further benefits shall be paid under this Plan; (ii) the Bank shall reverse all remaining accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the Present Value of the remaining guaranteed payments from the Split Dollar Life Insurance Agreement, paid as a lump sum no later than the first day of the second month following the Participant’s date of death. If the Participant dies after becoming Disabled but before beginning to receive any payments under this Section, (i) no benefits shall be paid under this Plan; (ii) the Bank shall reverse all accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the death benefits provided under the Split Dollar Life Insurance Agreement, payable no later than the first day of the second month following the Participant’s date of death.

4.4 Death Benefit. If a Participant dies before beginning to receive his Retirement Benefits hereunder, (i) no death benefits shall be paid under this Plan; (ii) the Bank shall reverse all accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the death benefits provided under the Split Dollar Life Insurance Agreement paid as a lump sum benefit no later than the first day of the second month following the Participant’s date of death. The amount payable to the Participant’s Beneficiary shall be equal to the Present Value of the Retirement Benefit. If a Participant dies after beginning to receive his Retirement Benefits hereunder but before all guaranteed benefits have been paid, then (i) no further benefits shall be paid under this Plan; (ii) the Bank shall reverse all remaining accruals for the Participant’s Retirement Benefit; and (iii) the Participant’s Beneficiaries shall receive the Present Value of the remaining guaranteed payments from the Split Dollar Life Insurance Agreement, paid as a lump sum no later than the first day of the second month following the Participant’s date of death.

4.5 Change in Control. Each Participant’s Retirement Benefit shall become fully vested upon a Change in Control. Upon the Participant’s Separation from Service at any time following a Change in Control, the Participant’s Normal Retirement Benefit shall be payable at the time and in the form specified on the Participant’s Participation Agreement, without any reduction for Separation from Service (other than for Cause) before Normal Retirement Age, and including any

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increase for Separation from Service (other than for Cause) after Normal Retirement Age. Notwithstanding the foregoing, in the event the Participant’s Separation from Service occurs within two (2) years after the Change in Control effective date, the Participant may elect in the Participation Agreement to have the Retirement Benefit paid in a lump sum following Separation from Service, regardless of whether the Participant has otherwise elected a lump sum distribution of the Retirement Benefit.

4.6 Termination for Cause. If a Participant’s Separation from Service is due to Cause, then all benefits under this Plan, including vested benefits, shall be immediately forfeited.

4.7 Specified Employee. Notwithstanding the foregoing, in the event the Participant is a “Specified Employee” (as defined in Code Section 409A), then, to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to the Participant prior to the first day of the seventh month following the Participant’s Separation from Service.

4.8 Participant’s Election of Lump Sum Payment. Notwithstanding anything to the contrary herein, if the Participant elects a lump sum payment in his Participation Agreement of for any of the benefits payable under Sections 4.1, 4.2 or 4.3, , the lump sum benefit shall be equal to the Present Value of the benefit otherwise payable under such Section. Such lump sum payment, if paid under Sections 4.1 or 4.2, shall be paid on the first day of the second calendar month immediately following the Participant’s Separation from Service, except to the extent a later payment date is required under Section 4.7 hereof. If the lump sum payment is required for a benefit payable under Section 4.3, the lump sum payment shall be equal to the Present Value of the Participant’s Retirement Benefit and shall be made on the date that the Participant attains Normal Retirement Age.

4.9 Non-competition, Non-solicitation and Nondisclosure. In the event a Participant has a vested benefit under this Plan, the benefits provided to Participants under this Plan are specifically conditioned on each Participant’s covenant that, for a period of one (1) year following the Participant’s Separation from Service with the Bank, the Participant will not, without the written consent of the Bank, either directly or indirectly:

(a) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or any of its affiliates to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business or other entity;

(b) become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity-owner or stockholder, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that has headquarters or offices within fifteen (15) miles of the locations in which the Bank or its affiliates has business operations or has filed an application for regulatory approval to establish an office as of the date of Participant’s termination; provided, however, that this restriction shall not apply if the Participant’s employment is terminated following a Change in Control; or

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(c) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank or its affiliates to terminate an existing business or commercial relationship with the Bank or its affiliates;

(d) at any time or in any manner, directly or indirectly, use or disclose Confidential Information (as hereinafter defined) to any party other than the Bank either during or after Participant’s termination of employment for any reason, except for purposes consistent with the administration and performance of Participant’s obligations hereunder, or as required by law, provided that written notice of any legally required disclosure shall be given to the Bank promptly prior to any such disclosure and Participant shall reasonably cooperate with the Bank to protect the confidentiality thereof pursuant to applicable law or regulation. For these purposes, the term “Confidential Information” includes any confidential or proprietary information furnished or provided by the Bank to Participant after Participant first became employed by the Bank (without regard to whether such information is conveyed directly or on the Bank’s behalf), or otherwise acquired by Participant as a consequence of Participant’s employment with the Bank and that is not generally known in the industry in which the Bank is engaged and that in any way relates to the products, services, purchasing, marketing, names of customers, vendors or suppliers, merchandising and selling, plans, data, specifications or any other confidential and proprietary information of the Bank or any affiliate. Any Confidential Information supplied to a Participant by the Bank prior to the Participant’s participation in this Plan shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available after Participant’s participation in this Plan. The term “Confidential Information” does not include information (i) which was already in the public domain, (ii) which is disclosed as a matter of right by a third party source after Participant’s participation in this Plan, provided such third party source is not bound by a confidentiality agreement with the Bank or (iii) which passes into the public domain by acts other than the unauthorized acts of Participant, whether acting alone or in concert; provided, however, that any disclosure of Confidential Information may be made by Participant if the Bank expressly consents thereto in writing prior to such disclosure.

In the event that the Participant violates any of this provision of this Section 4.9, all benefits payable to Participant shall cease and any benefits previously paid shall be reimbursed to the Bank within thirty (30) days of the Bank’s notification to Participant that this provision has been violated. Notwithstanding anything in this Section 4.9 to the contrary, in the event of Participant’s termination of employment following a Change in Control, Participant shall not be subject to the requirements of Sections 4.9(a), (b) or (c) above.

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ARTICLE V

ADMINISTRATION

5.1 Committee. The Committee shall be the named fiduciary and administrator of this Plan. As administrator, the Committee shall be responsible for the management, control and administration of the Plan as established herein. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

5.2 Claims Procedure. In the event that benefits under this Plan are not paid to Participant (or to his Beneficiary in the case of Participant’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Committee within 60 days from the date payments are refused. The Committee shall review the written claim and, if the claim is denied, in whole or in part, they shall provide in writing within 60 days of receipt of such claim their specific reasons for such denial, reference to the provisions of this Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired.

5.3 Appeal. If claimants desire a second review, they shall notify the Committee in writing within 60 days of the first claim denial. Claimants may review the Plan or any documents relating thereto and submit any issues, in writing, and comments they may feel appropriate. In its sole discretion, the Committee shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan upon which the decision is based.

5.4 Arbitration. If claimants continue to dispute the benefit denial based upon completed performance of the Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If it is finally determined that Participant (or his Beneficiary) is entitled to the benefits set forth under this Plan, then all amounts that Participant (or his Beneficiary) would have received up to the time of such final determination shall be paid to Participant (or his Beneficiary) with reasonable interest within thirty (30) days after such final determination.

ARTICLE VI

AMENDMENT OR TERMINATION

6.1 Amendment. The Bank reserves the right to amend this Plan at any time. However, to the extent any such amendment would adversely impact the accrued benefits of any Participant, the amendment shall require the written consent of such Participant, even if the Participant is no longer employed by the Bank.

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6.2 Termination. The Bank reserves the right to terminate the Plan at any time. Subject to the requirements of Code Section 409A, in the event of Plan termination, the Plan shall cease to operate and the Bank shall pay the Participants their benefits, to the extent vested on the Plan termination date, as if each Participant had terminated service as of the effective date of the Plan termination. Such termination and acceleration of payments shall occur only under the following circumstances and conditions:

(a) The Bank may terminate the Plan within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) The Bank may terminate the Plan within the 30 days preceding and contingent upon the occurrence of a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. In the event of termination of the Plan in connection with a Change in Control before the Participant attains Normal Retirement Age, the Participant shall be entitled to the Present Value of the Retirement Benefit the Participant would receive at Normal Retirement Age.

(c) The Bank may terminate the Plan provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Plan under Treasury Regulations section 1.409A-l(c) if any individual covered by this Plan was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement.

(d) The Bank may terminate the Plan pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

ARTICLE VII

MISCELLANEOUS

7.1 No Effect on Employment Rights. Nothing contained herein shall confer upon any Participant the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with Participant without regard to the existence of this Plan.

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7.2 Governing Law. The Plan is established under, and will be construed according to, the laws of the State of New York, to the extent that such laws are not preempted by ERISA.

7.3 Severability. In the event that any provision of this Plan is held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in such provision, and (2) the validity and enforceability of the remaining provisions will not be affected thereby.

7.4 Establishment of Rabbi Trust. The Bank may, but is not obligated to, establish a rabbi trust into which the Bank may contribute assets which shall be held therein, subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency, until the contributed assets are paid to Participants and their Beneficiaries in such manner and at such times as specified in this Plan.

7.5 Tax Withholding. The Bank may withhold from any benefit payable under this Plan all federal, state, city, income, employment or other taxes as shall be required pursuant to any law or governmental regulation then in effect.

7.6 Entire Agreement. This Plan sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any previous Plans or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Plan.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Bank has caused this Plan to be executed as of the day and date first above written.

	PUTNAM COUNTY SAVINGS BANK
2/20/13	By:	/s/ Richard F. Weiss
Date		Member of the Board of Directors

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EX-10.11

Exhibit 10.11

PUTNAM COUNTY SAVINGS BANK

SUPPLEMENTAL LIFE INSURANCE AGREEMENT

Putnam County Savings Bank (the “Bank”) and Joseph D. Roberto (the “Insured”) hereby establish this Putnam County Savings Bank Supplemental Life Insurance Agreement (the “Agreement”) effective as of March 1, 2013, with respect to certain life insurance policies (the “Policy” or “Policies”) issued by a duly licensed life insurance company (the “Insurer”) on the life of the Insured. A separate endorsement form (“Endorsement Form”) and benefit schedule (“Benefit Schedule”) shall be provided to Insured with respect to Insured’s death benefits under this Agreement.

The Bank is the owner of the Policy or Policies set forth on the Endorsement Form and the respective rights and duties of the Bank and Insured in the Policy or Policies are set forth herein, on the Endorsement Form and on the Insured’s Benefit Schedule. This Agreement is intended to consist of one or more non-equity endorsement split dollar agreement(s).

1. Policy Title and Ownership; Endorsement.

(a) Policy title and ownership shall reside in the Bank for its use and for the use of the Insured, all in accordance with this Agreement. Each Policy shall be treated as “bank owned life insurance” (“BOLI”). The Bank may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

(b) The Insured shall be entitled to the lesser of the dollar amount set forth in the Benefit Schedule or the Net Death Proceeds under the Policy or Policies. The “Net Death Proceeds” means the total death proceeds of the Policy or Policies minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

(c) An endorsement (either on the form attached hereto or in the form required by the Insurer) must be completed and filed with the Insurer for each Policy in order to implement the rights and obligations set forth in this Agreement. The parties agree that the Policy shall be subject to the terms and conditions of this Agreement and of the endorsement filed with the Insurer.

(d) The Bank agrees that, except as otherwise provided herein, it shall not sell, assign, transfer, surrender or cancel the policy, or change the beneficiary designation without the express written consent of the Insured.

(e) Notwithstanding the foregoing, the Bank shall be permitted to exchange or replace a Policy or Policies on the life of an Insured with a comparable policy of life insurance in an exchange qualifying under Section 1035 of the Internal Revenue Code. In such event, the Insured shall agree to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the replacement policy or, if necessary, for modifying or updating to a comparable insurer.

2. Beneficiary Designation Rights. The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the Policy proceeds payable upon the death of the Insured, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. The Bank shall not terminate, alter or amend the Insured’s beneficiary designations without the written consent of the Insured. The Bank shall be the beneficiary of any proceeds remaining under the Policy after the payment required under this Agreement has been made to the Insured’s designated beneficiary.

3. Premium Payment. The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the Policy in force. Notwithstanding the foregoing, the Bank shall have the absolute and sole right to terminate and surrender any or all of the Policies that are subject to this Agreement.

4. Taxable Benefit. Annually, the Insured will recognize a taxable benefit equal (a) the current term rate for the Insured’s age, multiplied by (b) the net death benefit payable to the Insured’s beneficiary. The Bank (or its administrator) will timely report to the Insured the amount of such imputed income each year on IRS Form W-2 or its equivalent. The Bank and the Insured intend that this Agreement will be subject to taxation under the “economic benefit regime” set forth in Treasury Regulations section 1.61-22(d), such that the Insured shall have taxable income equal to the annual cost of the current life insurance coverage provided under the Policy.

5. Division of Death Proceeds. Upon the death of the Insured, the Bank shall cooperate with the Insured’s designated beneficiary to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Sections 6 and 9 below, the division of the death proceeds of the Policy shall be as set forth on the Insured’s Benefit Schedule, provided, however, that in no case will the Insured’s death benefits be greater than the Net Death Proceeds. All death benefits provided under this Agreement are in addition to any group life insurance coverage maintained by the Bank on its employees.

6. Ownership of the Cash Surrender Value of the Policies.

(a) The Bank shall at all times be entitled to one hundred percent (100%) of the Policy’s cash value, as that term is defined in the Policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death, as the case may be.

(b) The Bank may pledge or assign the Policy, subject to the terms and conditions of this Agreement, for the sole purposes of securing a loan from the Insurer. The amount of such loan, including accumulated interest thereon, shall not exceed the lesser or (i) the amount of the premiums on the Policy paid by the Bank, or (ii) the cash surrender value of the Policy (as defined in the Policy). Interest charges on such loan shall be paid by the Bank.

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7. Rights of Insured or Assignees. With the Bank’s written consent, the Insured may assign without consideration the Insured’s interests in the Policy and in this Agreement to any person, entity or trust. If the Insured transfers all of the Insured’s interest in the Policy, then all of the Insured’s interest in the Policy and in this Agreement shall be vested in the Insured’s transferee, who shall be substituted as a party hereunder, and the Insured shall have no further interest in the Policy or in this Agreement.

8. Insurer. The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities and persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

9. Termination.

(a) Termination of Agreement. This Agreement shall terminate upon the surrender, lapse or other termination of all of the Policies by the Board.

(b) Termination of Coverage. Coverage under the Agreement (and all rights of the Insured and his beneficiary(ies)) will terminate if: (i) any regulatory agency requires the Bank to sever its relationship with the Insured, (ii) the Bank is subjected to any regulatory restrictions limiting its ability to pay such compensation to the Insured, (iii) upon the occurrence of the bankruptcy, insolvency, receivership or dissolution of the Bank, (iv) termination of the Putnam County Savings Bank Supplemental Executive Retirement Plan (“SERP”) before the Insured has any vested benefit under the SERP, or (v) upon termination of the Insured’s employment for Cause (as defined in the SERP), regardless of whether the Insured has a vested benefit in the SERP, or (vii) as may otherwise be determined by the Board in good faith.

10. Amendment and Revocation. The Insured and the Board agree that, during the Insured’s lifetime, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Board or may be amended and revoked at any time without the consent of the Insured if, in the sole discretion of the Board, such amendment or termination is necessary or desirable as a result of changes in the tax laws or accounting rules.

11. ERISA Provisions.

To the extent this Agreement is treated as a “welfare benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the following provisions shall apply.

(a) The Board, or in the Board’s discretion, a Committee of the Board composed of its non-employee directors, shall be the “Administrator” and named fiduciary for purposes of ERISA under this Agreement. Accordingly, the Board shall have authority to control and manage the operation and administration of this Agreement, including the right to interpret any provision of this Agreement, and such interpretation shall be binding on all parties.

(b) All premiums paid with respect to the Policy shall be remitted to the Insurer when due in accordance with the Agreement.

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(c) Benefits under this Agreement shall be paid directly by the Insurer, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

(d) For purposes of handling claims with respect to this Agreement, the “Claims Reviewer” shall be the Administrator, unless another person or organizational unit is designated by the Board as Claims Reviewer.

12. Claims Procedure.

(a) Any person or entity who has not received benefits under this Executive Split Dollar Agreement that he or she believes should be paid (the claimant) shall make a claim for such benefits as follows:

(1) Initiation of Written Claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits.

(2) Timing of Adminstrator Response. The Administrator shall respond to such claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(3) Notice of Decision. If the Administrator denies part of or the entire claim, the Administrator shall notify the claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall be set forth with: (i) The specific reasons for the denial; (ii) A reference to the specific provisions of this Agreement on which the denial is based; (iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; (iv) An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and (v) A statement of the claimant’s right, if any, to bring a civil action under the Employee Retirement Income Security Act of 1974 (ERISA) section 502(a) following an adverse benefit determination on review.

(b) Review Procedure. If the Administrator denies part of or the entire claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

(1) Initiation of Written Request. To initiate the review, the claimant, within 60 days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(2) Additional Submissions of Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

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(3) Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(4) Timing of Administrator Response. The Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(5) Notice of Decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall be set forth with: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of the Agreement on which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and (iv) a statement of the claimant’s right to bring a civil action under ERISA section 502(a).

(c) In no event may a claimant commence a legal action for benefits the claimant believes are due to the claimant until the claimant has exhausted all of the remedies and procedures set forth in this Section and under ERISA.

14. Miscellaneous.

(a) Binding Agreement. The Insured and the Bank agree that this Agreement shall be binding on their heirs, successors, personal representatives and assigns.

(b) Severability. If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms.

(c) Governing Law. This Agreement shall be governed by the laws of the State of New York, to the extent not pre-empted by federal law, without regard to conflict of law provisions.

(d) Notices. Any notice, consent or demand required or permitted to be given hereunder shall be in writing and shall be signed by the party giving such notice, consent or demand. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, FedEx (or other reputable overnight delivery service) to such party’s last known address as shown on the Bank’s records. The date of the mailing shall be deemed to be the date of the notice.

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(f) Binding on Successors. This Agreement and the payment of all benefits hereunder shall be binding on any and all successors to the Bank.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Bank, through its duly authorized representative, has executed this Agreement on the date set forth below.

	PUTNAM COUNTY SAVINGS BANK
2/20/13	By:	/s/ Richard F. Weiss
Date
	JOSEPH D. ROBERTO
2/25/13	By:	/s/ Joseph Roberto
Date

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EX-10.12

Exhibit 10.12

PUTNAM COUNTY SAVINGS BANK

SUPPLEMENTAL LIFE INSURANCE PLAN

Putnam County Savings Bank (the “Bank”) hereby establishes the Putnam County Savings Bank Supplemental Life Insurance Plan (the “Plan”) effective as of December 1, 2012, with respect to certain life insurance policies (the “Policy” or “Policies”) issued by a duly licensed life insurance company (the “Insurer”) on the lives of certain key employees of the Bank (the “Insureds”). A separate endorsement form (“Endorsement Form”) and benefit schedule (“Benefit Schedule”) shall be provided to each Insured with respect to such Insured’s death benefits under this Plan.

The Bank is the owner of the Policy or Policies set forth on each Endorsement Form and the respective rights and duties of the Bank and Insured in the Policy or Policies are set forth herein, on the Endorsement Form and on the Insured’s Benefit Schedule. This Plan is intended to consist of one or more non-equity endorsement split dollar agreement(s).

1. Policy Title and Ownership; Endorsement.

(a) Policy title and ownership shall reside in the Bank for its use and for the use of the Insured, all in accordance with this Plan. Each Policy shall be treated as “bank owned life insurance” (“BOLI”). The Bank may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Plan.

(b) The Insured shall be entitled to the lesser of the amount set forth in the Benefit Schedule or the Net Death Proceeds under the Policy or Policies. The “Net Death Proceeds” means the total death proceeds of the Policy or Policies minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

(c) An endorsement (either on the form attached hereto or in the form required by the Insurer) must be completed and filed with the Insurer for each Policy in order to implement the rights and obligations set forth in this Plan. The parties agree that the Policy shall be subject to the terms and conditions of this Plan and of the endorsement filed with the Insurer.

(d) The Bank agrees that, except as otherwise provided herein, it shall not sell, assign, transfer, surrender or cancel the policy, or change the beneficiary designation without the express written consent of the Insured.

(e) Notwithstanding the foregoing, the Bank shall be permitted, to exchange or replace a Policy or Policies on the life of an Insured with a comparable policy of life insurance in an exchange qualifying under Section 1035 of the Internal Revenue Code. In such event, the Insured shall agree to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the replacement policy or, if necessary, for modifying or updating to a comparable insurer.

2. Beneficiary Designation Rights. The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the Policy proceeds payable upon the death of the Insured, subject to any right or interest the Bank may have in such proceeds, as provided in this Plan. The Bank shall not terminate, alter or amend the Insured’s beneficiary designations without the written consent of the Insured, provided that the Insured remains employed by the Bank. The Bank shall be the beneficiary of any proceeds remaining under the Policy after the payment required under this Plan has been made to the Insured’s designated beneficiary.

3. Premium Payment. The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the Policy in force. Notwithstanding the foregoing, the Bank shall have the absolute and sole right to terminate and surrender any or all of the Policies that are subject to this Plan.

4. Taxable Benefit. Annually, the Insured will recognize a taxable benefit equal (a) the current term rate for the Insured’s age, multiplied by (b) the net death benefit payable to the Insured’s beneficiary. The Bank (or its administrator) will timely report to the Insured the amount of such imputed income each year on IRS Form W-2 or its equivalent. The Bank and the Insured intend that this Plan will be subject to taxation under the “economic benefit regime” set forth in Treasury Regulations section 1.61-22(d), such that the Insured shall have taxable income equal to the annual cost of the current life insurance coverage provided under the Policy.

5. Division of Death Proceeds. Upon the death of the Insured, the Bank shall cooperate with the Insured’s designated beneficiary to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Sections 6 and 9 below, the division of the death proceeds of the Policy shall be as set forth on the Insured’s Benefit Schedule, provided, however, that in no case will the Insured’s death benefits be greater than the Net Death Proceeds. All death benefits provided under this Plan are in addition to any group life insurance coverage maintained by the Bank on its employees.

6. Ownership of the Cash Surrender Value of the Policies.

(a) The Bank shall at all times be entitled to one hundred percent (100%) of the Policy’s cash value, as that term is defined in the Policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death, as the case may be.

(b) The Bank may pledge or assign the Policy, subject to the terms and conditions of this Plan, for the sole purposes of securing a loan from the Insurer. The amount of such loan, including accumulated interest thereon, shall not exceed the lesser or (i) the amount of the premiums on the Policy paid by the Bank, or (ii) the cash surrender value of the Policy (as defined in the Policy). Interest charges on such loan shall be paid by the Bank.

7. Rights of Insured or Assignees. With the Bank’s written consent, the Insured may assign without consideration the Insured’s interests in the Policy and in this Plan to any person, entity or trust. If the Insured transfers all of the Insured’s interest in the Policy, then all of

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the Insured’s interest in the Policy and in this Plan shall be vested in the Insured’s transferee, who shall be substituted as a party hereunder, and the Insured shall have no further interest in the Policy or in this Plan.

8. Insurer. The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities and persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Plan.

9. Termination.

(a) Termination of Plan. This Plan shall terminate upon the surrender, lapse or other termination of all of the Policies by the Board.

(b) Termination of Coverage. Coverage under the Plan (and all rights of the Insured and his beneficiary(ies)) will terminate if: (i) any regulatory agency requires the Bank to sever its relationship with the Insured, (ii) the Bank is subjected to any regulatory restrictions limiting its ability to pay such compensation to the Insured, (iii) upon the occurrence of the bankruptcy, insolvency, receivership or dissolution of the Bank, (iv) upon termination of the Insured’s employment, or (v) as may otherwise be determined by the Board in good faith.

10. Amendment and Revocation. The Insured and the Board agree that, during the Insured’s lifetime, this Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Board or may be amended and revoked at any time without the consent of the Insured if, in the sole discretion of the Board, such amendment or termination is necessary or desirable as a result of changes in the tax laws or accounting rules.

11. ERISA Provisions.

To the extent this Plan is treated as a “welfare benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the following provisions shall apply.

(a) The Board, or in the Board’s discretion, a Committee of the Board composed of its non-employee directors, shall be the “Administrator” and named fiduciary for purposes of ERISA under this Plan. Accordingly, the Board shall have authority to control and manage the operation and administration of this Plan, including the right to interpret any provision of this Plan, and such interpretation shall be binding on all parties.

(b) All premiums paid with respect to the Policy shall be remitted to the Insurer when due in accordance with the Plan.

(c) Benefits under this Plan shall be paid directly by the Insurer, with those benefits in turn being based on the payment of premiums as provided in this Plan.

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(d) For purposes of handling claims with respect to this Plan, the “Claims Reviewer” shall be the Administrator, unless another person or organizational unit is designated by the Board as Claims Reviewer.

12. Claims Procedure.

(a) Any person or entity who has not received benefits under this Executive Split Dollar Agreement that he or she believes should be paid (the claimant) shall make a claim for such benefits as follows:

(1) Initiation of Written Claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits.

(2) Timing of Adminstrator Response. The Administrator shall respond to such claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(3) Notice of Decision. If the Administrator denies part of or the entire claim, the Administrator shall notify the claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall be set forth with: (i) The specific reasons for the denial; (ii) A reference to the specific provisions of this Agreement on which the denial is based; (iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; (iv) An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and (v) A statement of the claimant’s right, if any, to bring a civil action under the Employee Retirement Income Security Act of 1974 (ERISA) section 502(a) following an adverse benefit determination on review.

(b) Review Procedure. If the Administrator denies part of or the entire claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

(1) Initiation of Written Request. To initiate the review, the claimant, within 60 days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(2) Additional Submissions of Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

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(3) Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(4) Timing of Administrator Response. The Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(5) Notice of Decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall be set forth with: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of the Agreement on which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and (iv) a statement of the claimant’s right to bring a civil action under ERISA section 502(a).

(c) In no event may a claimant commence a legal action for benefits the claimant believes are due to the claimant until the claimant has exhausted all of the remedies and procedures set forth in this Section and under ERISA.

14. Miscellaneous.

(a) Binding Agreement. The Insured and the Bank agree that this Plan shall be binding on their heirs, successors, personal representatives and assigns.

(b) Severability. If a provision of this Plan is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms.

(c) Governing Law. This Plan shall be governed by the laws of the State of New York, to the extent not pre-empted by federal law, without regard to conflict of law provisions.

(d) Notices. Any notice, consent or demand required or permitted to be given hereunder shall be in writing and shall be signed by the party giving such notice, consent or demand. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, FedEx (or other reputable overnight delivery service) to such party’s last known address as shown on the Bank’s records. The date of the mailing shall be deemed to be the date of the notice.

(f) Binding on Successors. This Plan and the payment of all benefits hereunder shall be binding on any and all successors to the Bank.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Bank, through its duly authorized representative, has executed this Plan on the date set forth below.

	PUTNAM COUNTY SAVINGS BANK
December 1, 2012	By:	/s/ Joseph D. Roberto
Date

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EX-10.13

Exhibit 10.13

SUPPLEMENTAL RETIREMENT PLAN

FOR SENIOR EXECUTIVES

PCSB BANK

Yorktown Heights, New York

Effective January 1, 2017

SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES

This Supplemental Retirement Plan for Senior Executives (the “Plan”) is effective January 1, 2017. This Plan formalizes the agreements by and between PCSB BANK (the “Bank”), a New York chartered savings bank, and certain key employees, hereinafter referred to as “Executive(s)”, who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Retirement Plan Participation Agreement (“Participation Agreement”) in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section. Any reference herein to the “Company” shall mean any stock holding company established as the parent corporation to the Bank.

W I T N E S S E T H :

WHEREAS, Executives are employed by the Bank; and

WHEREAS, the Bank recognizes the valuable services heretofore performed for it by such Executives and wishes to encourage their continued employment and to provide them with additional incentive to achieve corporate objectives; and

WHEREAS, the Bank intends this Plan to be considered an unfunded arrangement, maintained primarily to provide supplemental retirement income for its Executives, members of a select group of management or highly compensated employees of the Bank, for tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS, the Bank has adopted this Supplemental Retirement Plan for Senior Executives which controls all issues relating to Supplemental Benefits as described herein.

NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Bank and Executives agree as follows:

SECTION I

DEFINITIONS

When used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

1.1 “Act” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.2 “Administrator” means the Bank and/or its Board or a Committee designated by the Board.

1.3 “Bank” means PCSB BANK and any successor thereto.

1.4 “Beneficiary” means the person or persons (and their heirs) designated as Beneficiary by Executive to whom the deceased Executive’s benefits are payable. Such beneficiary designation shall be made on the form attached hereto as Exhibit A and filed with the Plan Administrator. If no Beneficiary is so designated, then Executive’s Spouse, if living, will be deemed the Beneficiary. If Executive’s Spouse is not living, then the Children of Executive will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no living Children, then the Estate of Executive will be deemed the Beneficiary.

1.5 “Benefit Age” shall be generally, age 65, or if other than age 65, the age set forth in Executive’s Participation Agreement.

1.6 “Board” shall mean the Board of Trustees of the Bank, unless specifically noted otherwise.

1.7 “Cause” shall have the meaning set forth in any employment agreement between the executive and the Bank in existence at the time of Executive’s termination for Cause. If Executive and the Bank are not parties to an employment agreement, then Cause means (a) the conviction of the Executive of any felony; (b) a material act or acts of dishonesty in connection with the performance of Executive’s duties, including without limitation, material misappropriation of funds or property; (c) a material violation of the Bank’s policies; an act or acts of gross misconduct by the Executive; or (d) continued willful and deliberate non-performance by the Executive of duties (other than by reason of illness or Disability) which has continued for more than 30 days following written notice of non-performance from the Board which specifically describes the alleged non-performance. In addition, the Bank shall have Cause to terminate the Executive upon the Executive’s removal, and/or permanent prohibition from participating in the conduct of the Bank’s business by an order issued by any state or federal bank regulator. The Executive may be terminated for Cause if there has been delivered to the Executive a copy of the resolution duly adopted by the affirmative vote of not less than a majority of the Board at a meeting called for that purpose, informing the Executive of the Board’s decision and stating the particulars thereof in detail. The Executive shall be given reasonable advance notice of such meeting and the Executive (together with counsel) shall.

1.8 A “Change in Control” of the Bank or the Company shall mean (1) a change in ownership of the Bank or the Company under paragraph (i) below, or (2) a change in effective control of the Bank or the Company under paragraph (ii) below, or (3) a change in the ownership of a substantial portion of the assets of the Bank or the Company under paragraph (iii) below:

(i) Change in the ownership of the Bank or the Company. A change in the ownership of the Bank or the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation.

(ii) Change in the effective control of the Bank or the Company. A change in the effective control of the Bank or the Company shall occur on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank or the Company possessing 30% or more of the total voting power of the stock of the Bank or the Company; or (B) a majority of members of the Bank or the Company’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that this sub-section (B) is inapplicable where a majority shareholder of the Bank or the Company is another corporation.

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(iii) Change in the ownership of a substantial portion of the Bank’s or the Company’s assets. A change in the ownership of a substantial portion of the Bank’s or the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or the Company that have a total gross fair market value equal to more than 40% of the total gross fair market value of all of the assets of the Bank or the Company immediately prior to such acquisition. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(iv) For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation Section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance. Notwithstanding anything in this Plan to the contrary, in no event shall the conversion of the Bank from mutual to stock form (including without limitation, through the formation of the Company) or the initial public offering of the shares of the Company constitute a “Change in Control.”

1.9 “Children” means Executive’s children, both natural and adopted, then living at the time payments are due the Children under this Plan.

1.10 “Code” means the Internal Revenue Code of 1986, as amended.

1.11 “Death Benefit” shall mean a payment in the Normal Benefit Form equal to the Present Value of the Yearly Benefit Amount payable at Benefit Age.

1.12 “Disability” or “Disabled” means that the Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank, or (iii) determined to be totally disabled by the Social Security Administration.

1.13 “Disability Benefit” means a payment in the Normal Benefit Form equal to the Present Value of the Yearly Benefit Amount payable at Benefit Age. Notwithstanding the foregoing, the Disability amount will be paid at the time specified in Section 3.6 hereof, unless Executive has made an election to have the Disability Benefit paid at his or her Benefit Age.

1.14 “Effective Date” of this Plan shall be January 1, 2017.

1.15 “Estate” means the estate of Executive.

1.16 “Executive” means an employee who has been selected and approved by the Board to participate in the Plan and who has agreed to participation by completing a Participation Agreement.

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1.17 “Good Reason,” shall have the definition set forth in any employment agreement between the Bank and the Executive existing at the time of Executive’s Good Reason termination. If the Executive and the Bank are not parties to an employment agreement, then “Good Reason” shall mean (a) a material adverse change by the Bank, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive who holds such title; (b) an involuntary reduction in the Executive’s base salary; (c) the involuntary relocation of the office at which the Executive is principally employed to a location more than thirty-five (35) miles’ driving distance from such office as of the effective date of a Good Reason termination (unless the relocated office is closer to the Executive’s then principal residence); or (d) material breach by the Bank of any provision of this Plan, which breach continues for more than ten (10) days following written notice given by the Executive to the Bank, such written notice to set forth in reasonable detail the nature of such breach. Notwithstanding anything herein to the contrary, an Executive shall not have a Good Reason termination unless and until the Executive has completed the Good Reason Process.

1.18 “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Bank in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Bank’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Bank cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Bank may elect to waive the Cure Period, in which case, the Executive’s termination may occur within such 30-day period.

1.19 “Lump Sum” shall mean payment in a single sum equal to the Present Value of the Yearly Benefit Amount.

1.20 “Normal Benefit Date” shall be 30 days following Executive’s Separation from Service (other than due to death or Disability). In the event of Executive’s death, the Normal Benefit Date shall mean the first day of the second month following the month in which Executive’s death occurs. In the event of the Executive’s Disability, the Normal Benefit Date shall be the Benefit Age set forth in Executive’s Participation Agreement, unless the Executive has elected to have the Disability Benefit commence on the first day of the second month following the determination of Disability. Notwithstanding the above, in the event that the Company or its successor is a publicly traded company, then the Normal Benefit Date for any Executive who is a Specified Employee shall be 180 days following the Executive’s Separation from Service (other than due to death or Disability).

1.21 “Normal Benefit Form” means a Lump Sum payment.

1.22 “Participation Agreement” means the agreement between Executive and the Bank which sets forth the particulars of Executive’s Supplemental Benefit and/or other benefits to which Executive or Executive’s Beneficiary becomes entitled under the Plan.

1.23 “Plan Year” shall mean the calendar year.

1.24 “Present Value” shall mean the actuarial present value of a payment stream. Unless otherwise set forth herein, the Present Value shall be determined using a four percent (4%) discount rate.

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1.25 “Separation from Service” means Executive’s death, retirement or other termination of employment with the Bank within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as Executive’s right to reemployment is provided by law or contract. If the leave exceeds six months and Executive’s right to reemployment is not provided by law or by contract, then Executive shall have a Separation from Service on the first date immediately following such six-month period.

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the employer and employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which Executive performed services for the Bank). The determination of whether an Executive has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

1.26 “Specified Employee” means, in the event the Bank or any corporate parent is or becomes publicly traded, a “Key Employee” as such term is defined in Code Section 416(i) without regard to paragraph 5 thereof. Notwithstanding anything to the contrary herein, in the event an Executive is a Specified Employee and becomes entitled to a payment hereunder due to Separation from Service for any reason (other than death or Disability), the payments to such Executive shall not commence until the first day of the seventh month following such Separation from Service. Whether and the extent to which a person is a Specified Employee shall be determined on the “Specified Employee Determination Date” which shall be December 31 of each calendar year and shall be applicable commencing on the following April 1, in accordance with the rules set forth in the Treasury Regulations under Code Section 409A.

1.27 “Spouse” means the individual to whom Executive is legally married at the time of Executive’s death, provided, however, that the term “Spouse” shall not refer to an individual to whom Executive is legally married at the time of death if Executive and such individual have entered into a formal separation agreement (provided that such separation agreement does not provide otherwise or state that such individual is entitled to a portion of the benefit hereunder) or initiated divorce proceedings.

1.28 “Treasury Regulations” means the final regulations promulgated under Section 409A of the Code.

1.29 “Vesting Rate” shall be the rate at which an Executive becomes vested in his or her Yearly Benefit Amount. The Vesting Rate shall be specified in an Executive’s Participation Agreement.

1.30 “Yearly Benefit Amount” means an amount payable as a fixed annual payment for fifteen (15) years.

1.31 “Year of Service” shall mean, with respect to each Executive, the consecutive twelve month period of employment from the Executive’s date of hire, and each consecutive twelve month period of employment thereafter.

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SECTION II

ESTABLISHMENT OF RABBI TRUST

The Bank may establish a rabbi trust into which the Bank may contribute assets which shall be held therein, subject to the claims of the Bank’s creditors in the event of the Bank’s “Insolvency” as defined in the agreement which establishes such rabbi trust, until the contributed assets are paid to Executives and their Beneficiaries in such manner and at such times as specified in this Plan. Contributions to a rabbi trust would provide the Bank with a source of funds to assist it in meeting the liabilities of this Plan. To the extent the language in this Plan is modified by the language in the rabbi trust agreement, the rabbi trust agreement shall supersede this Plan. Contributions to the rabbi trust may be made during each Plan Year in accordance with the rabbi trust agreement. It is expected that the amount of such contribution(s), if any, would be equal to the full present value of all benefit accruals under this Plan, if any, less: (i) previous contributions made on behalf of Executive to the rabbi trust, and (ii) earnings to date on all such previous contributions. In the event of a Change in Control, the Bank shall transfer to the rabbi trust within thirty (30) days prior to such Change in Control, the present value (applying the Interest Factor applicable to a Change in Control) of an amount sufficient to fully fund the Yearly Benefit Amount for each Executive covered by this Plan.

SECTION III

BENEFITS

3.1 Separation from Service On or After Benefit Age. If Executive has a Separation from Service on or after Benefit Age, Executive shall be entitled to the Yearly Benefit Amount specified in the Participation Agreement. The Yearly Benefit Amount shall commence on Executive’s Normal Benefit Date and shall be payable in the Normal Benefit Form, unless Executive has made a timely election to receive installment payments, in which case, the Executive’s election shall control.

3.2 Voluntary or Involuntary Separation from Service Prior to Benefit Age.

If Executive has a voluntary or involuntary Separation from Service, including a resignation for Good Reason, prior to the attainment of the Executive’s Benefit Age, Executive shall be entitled to the Yearly Benefit Amount multiplied by the applicable vesting percentage. The benefit determined hereunder shall commence on Executive’s Normal Benefit Date and shall be payable in the Normal Benefit Form, unless Executive has made a timely election to receive installment payments, in which case, the Executive’s election shall control.

3.3 Death Benefit.

(a) If an Executive dies prior to attaining Benefit Age while employed at the Bank, Executive’s Beneficiary shall be entitled to the Death Benefit. The Death Benefit shall commence on the Normal Benefit Date.

(b) If an Executive dies following Separation from Service and after becoming vested in a portion of the Yearly Benefit Amount but prior to the commencement of benefit payments, the Executive’s Beneficiary shall be entitled to the amount otherwise payable to Executive under the applicable Sub-section of this Section III, commencing on the Normal Benefit Date.

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3.4. Benefit Payable Following a Change in Control.

(a) If a Change in Control occurs and Executive is involuntarily terminated or terminates for Good Reason in connection with or following the Change in Control, Executive shall be entitled to a Yearly Benefit Amount calculated as if Executive had attained Executive’s Benefit Age at the time of Separation from Service.

(b) If Executive’s employment terminates within two years following the Change in Control, Executive’s Yearly Benefit Amount will be paid in the Normal Benefit Form.

(c) If Executive’s employment terminates more than two years following the Change in Control (other than due to death or Disability), the Yearly Benefit Amount shall be paid in the manner set forth in the Participation Agreement for “Separation from Service Prior to Benefit Age” or “Separation from Service On or After Benefit Age,” as applicable. If following a Change in Control, Executive has a Separation from Service due to death or Disability, Executive shall receive the benefit set forth in Section 3.4(a), payable as required under Section 3.3 or Section 3.6, as applicable.

(d) If a Change in Control occurs after the Executive commences receiving Yearly Benefit Amount payments under this Plan in the form of installment payments, and the Executive has made an election in the Participation Agreement to receive a Lump Sum payment of the remaining amounts due in the event of a Change in Control, the Present Value of the remaining payments shall be determined and shall be payable to the Executive in a Lump Sum no later than thirty (30) days after the occurrence of the Change in Control.

3.5 Termination for Cause. If Executive is terminated for Cause, all benefits under this Plan shall be forfeited by Executive and Executive’s participation in this Plan shall become null and void.

3.6 Disability Benefit. If Executive becomes Disabled prior to Separation from Service and prior to his or her Benefit Age, Executive shall be entitled to receive the Disability Benefit hereunder. Executive shall be deemed to be “Disabled” or to have a “Disability” in any case in which it is determined:

(a) by a duly licensed physician selected by the Bank, that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months;

(b) by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months, that the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Executive’s employer; or

(c) by the Social Security Administration, that Executive is totally disabled.

The Disability Benefit shall be calculated at time of the Disability determination and shall be payable in the Normal Benefit Form within 30 days of the Disability determination, unless the Executive has made a timely election to receive the Disability Benefit at the Benefit Age set forth in the Participation Agreement, in which case, the Executive’s election shall control.

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3.7 Change in Form or Timing of Benefit. In the event the Executive desires to change the form or time of payment of a Yearly Benefit Amount, from a Lump Sum to installment payments or from installment payments to a Lump Sum, and such alternate form or time is permitted by the applicable subsection of this Section III, such change in election may be made provided the following conditions are satisfied:

(a) any change in the form or timing must be elected at least 12 months before the benefit would otherwise be paid or commence, and

(b) any change in form or timing of the Yearly Benefit Amount must result in a minimum five (5) year delay in the commencement of the effected payment.

SECTION IV

BENEFICIARY DESIGNATION

Executive shall make an initial designation of primary and secondary Beneficiaries upon execution of his Participation Agreement and shall have the right to change such designation, at any subsequent time, by submitting to the Administrator, in substantially the form attached as Exhibit A, a written designation of primary and secondary Beneficiaries. Any Beneficiary designation made subsequent to execution of the Participation Agreement shall become effective only when receipt thereof is acknowledged in writing by the Administrator.

SECTION V

EXECUTIVE’S RIGHT TO ASSETS:

ALIENABILITY AND ASSIGNMENT PROHIBITION

At no time shall Executive be deemed to have any lien, right, title or interest in or to any specific investment or asset of the Bank. The rights of Executive, any Beneficiary, or any other person claiming through Executive under this Plan, shall be solely those of an unsecured general creditor of the Bank. Executive, the Beneficiary, or any other person claiming through Executive, shall only have the right to receive from the Bank those payments so specified under this Plan. Neither Executive nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by Executive or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

SECTION VI

ACT PROVISIONS

6.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary and Administrator of this Plan. As Administrator, the Bank shall be responsible for the management, control and administration of the Plan as established herein. The Administrator may delegate to others certain aspects of the management and operational responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

6.2 Claims Procedure and Arbitration. In the event that benefits under this Plan are not paid to Executive (or to his Beneficiary in the case of Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Administrator within sixty (60) days from the date payments are refused. The Administrator shall review the written claim and, if the claim is denied, in whole or in part, they shall provide in writing, within thirty (30) days of receipt of such claim, their specific reasons for such denial, reference to the

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provisions of this Plan or the Participation Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim. Such writing by the Administrator shall further indicate the additional steps which must be undertaken by claimants if an additional review of the claim denial is desired.

If claimants desire a second review, they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review this Plan, the Participation Agreement or any documents relating thereto and submit any issues and comments, in writing, they may feel appropriate. In its sole discretion, the Administrator shall then review the second claim and provide a written decision within thirty (30) days of receipt of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific provisions of this Plan or the Participation Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Plan and the Participation Agreement or the meaning and effect of the terms and conditions thereof, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

SECTION VII

MISCELLANEOUS

7.1 No Effect on Employment Rights. Nothing contained herein will confer upon Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with Executive without regard to the existence of the Plan.

7.2 Governing Law. The Plan is established under, and will be construed according to, the laws of the State of New York, to the extent such laws are not preempted by the Act or the Code and valid regulations published thereunder.

7.3 Severability and Interpretation of Provisions. In the event that any of the provisions of this Plan or portion hereof are held to be inoperative or invalid by any court of competent jurisdiction, or in the event that any provision is found to violate Code Section 409A and would subject Executive to additional taxes and interest on the amounts deferred hereunder, or in the event that any legislation adopted by any governmental body having jurisdiction over the Bank would be retroactively applied to invalidate this Plan or any provision hereof or cause the benefits hereunder to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, such construction shall be made by the Administrator in a manner that would manifest to the maximum extent possible the original meaning of such provisions.

7.4 Incapacity of Recipient. In the event Executive is declared incompetent and a conservator or other person legally charged with the care of his person or Estate is appointed, any benefits under the Plan to which such Executive is entitled shall be paid to such conservator or other person legally charged with the care of his person or Estate.

7.5 Unclaimed Benefit. Executive shall keep the Bank informed of his or her current address and the current address of his Beneficiaries. If the location of Executive is not made known to the Bank, the Bank shall delay payment of Executive’s benefit payment(s) until the location of Executive is

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made known to the Bank; however, the Bank shall only be obligated to hold such benefit payment(s) for Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Bank may discharge its obligation by payment to Executive’s Beneficiary. If the location of Executive’s Beneficiary is not known to the Bank, Executive and his Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such Executive and/or Beneficiary under this Plan.

7.6 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, no individual acting as an employee or agent of the Bank, or as a member of the Board of the Bank shall be personally liable to Executive or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

7.7 Gender. Whenever in this Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

7.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan shall affect the right of Executive to participate in or be covered by any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit agreement constituting a part of the Bank’s existing or future compensation structure.

7.9 Inurement. This Plan shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and Executive, his successors, heirs, executors, administrators, and Beneficiaries.

7.10 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of Executive to the Bank; (vii) in satisfaction of certain bona fide disputes between Executive and the Bank; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.

7.11 Headings. Headings and sub-headings in this Plan are inserted for reference and convenience only and shall not be deemed a part of this Plan.

7.12 12 U.S.C. § 1828(k). Any payments made to Executive pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359 Golden Parachute and Indemnification Payments or any other rules and regulations promulgated thereunder.

7.13 Payment of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced by the amount of any taxes required to be withheld from such distribution. This Plan shall permit the acceleration of the time or schedule of a payment to pay employment-related

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taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A.

7.14 Non-Competition. The benefits provided to Executives under this Plan are specifically conditioned on each Executive’s covenant that, for a period of one (1) year following the Executive’s Separation from Service with the Bank (other than following a Change in Control), the Executive will not, without the written consent of the Bank, either directly or indirectly:

(a) compete with the Bank for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank or the Company has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or its affiliates.

(b) (i) hire or attempt to hire any employee of the Bank, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Bank, or (ii) solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Bank or any other person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such person’s or entity’s relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any other manner to interfere with the relationship between the Bank and any such person or entity.

In the event that the Executive competes in violation of this provision, all amounts payable to Executive hereunder shall cease and any amounts previously paid shall be reimbursed to the Bank within thirty (30) days of the Bank’s notification to Executive that this provision has been violated.

SECTION VIII

AMENDMENT/TERMINATION

8.1 Amendment or Modification. This Plan may be amended or modified at any time, provided, however, that no such amendment may serve to reduce the vested portion of the Yearly Benefit Amount of any Executive, and provided further, that no amendment or modification shall be valid if it violates Code Section 409A, as in effect at the time of such amendment or modification.

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8.2 Termination of Plan. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to Executive his benefit as if Executive had terminated employment as of the effective date of the complete termination. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

(a) The Board may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan (e.g., the vested portion of the Yearly Benefit Amount) are included in Executive’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) The Board may terminate the Plan by Board action taken within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. Following the termination of the Plan, the amount payable to Executive shall be the amount to which Executive is entitled upon a Change in Control, as set forth in Executive’s Participation Agreement.

SECTION IX

EXECUTION

9.1 This Plan sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Plan.

9.2 This Plan shall be executed in duplicate, each copy of which, when so executed and delivered, shall be an original, but both copies shall together constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Bank has caused this Plan to be executed on this      day of             , 201_.

ATTEST:	PCSB BANK
	By:
Secretary
	Title:

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EX-10.14

Exhibit 10.14

PCSB BANK

TRUSTEE FEE DEFERRAL PLAN

ARTICLE I

PURPOSE

The purpose of this Trustee Fee Deferral Plan (the “Plan”) is for PCSB Bank (the “Bank”) to provide current tax planning opportunities as well as supplemental funds for retirement for Trustees. The Plan shall be effective December 16, 2015. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder. The Plan is also intended to qualify as a “top hat” plan for purposes of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following terms may have the meanings indicated, unless the context clearly indicates otherwise:

Account. “Account” means the account maintained under the Plan by the Bank in the Participant’s name.

Account Balance. “Account Balance” means the balance of the Participant’s Account as of the applicable distribution date.

Bank. “Bank” means PCSB Bank, or any successor to the business thereof, and any affiliated or subsidiary corporations designated by the Board.

Beneficiary. “Beneficiary” means the person or persons (and their heirs) designated as Beneficiary by the Participant to whom the deceased Participant’s benefits are payable. If no Beneficiary is so designated, then the Participant’s spouse, if living, will be deemed the Beneficiary. If the Participant’s spouse is not living, then the children of the Participant will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no living children, then the estate of the Participant will be deemed the Beneficiary.

Beneficiary Designation Form. The “Beneficiary Designation Form” shall mean the Beneficiary Designation Form attached hereto as Exhibit C.

Board. “Board” means the Board of Trustees of the Bank.

Change in Control. “Change in Control” shall mean (a) a change in the ownership of the Bank, (b) a change in the effective control of the Bank, or (c) a change in the ownership of a substantial portion of the assets of the Bank as defined in accordance with Code Section 409A.

(a) A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation.

(b) A change in the effective control of the Bank occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank possessing 30 percent or more of the total voting power of the stock of the Bank, or (ii) a majority of the members of the Board is replaced during any 12-month period by Trustees whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(ii)” is inapplicable where a majority shareholder of the Bank is another corporation.

(c) A change in a substantial portion of the Bank’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (i) all of the assets of the Bank, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

Code. “Code” means the Internal Revenue Code of 1986, as amended.

Committee. “Committee” means the Committee appointed to administer the Plan pursuant to Section 6.1 below.

Deferral Contribution. “Deferral Contribution” means the amount of Trustee Fees a Participant elects to defer under Article IV of the Plan.

Disability. “Disability” means the Participant:

(a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months; or

(b) by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.

(c) is determined to be disabled by the Social Security Administration.

Election Form. “Election Form” means the election form attached to this Plan as Exhibit A and incorporated herein by reference.

Notice of Adjustment of Deferral Contribution. “Notice of Adjustment of Deferral Contribution” means the election form attached to this Plan as Exhibit B and incorporated herein by reference.

Participant. “Participant” means any member of the Board who completes an Election Form.

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Plan Year. “Plan Year” means the period from January 1 to December 31.

Separation from Service. “Separation from Service” or “Separates from Service” means the Participant’s death, retirement or termination from service from the Board of the Bank following the Participant’s resignation or a failure to be reappointed or reelected to the Board. For these purposes, a Participant shall not be deemed to have a Separation from Service until the Participant no longer serves on the Board of the Bank, the Bank’s holding company, or any member of a controlled group of corporations with the Bank or holding company within the meaning of Treasury Regulation §1.409A-1(a)(3). Whether a Participant has had a Separation from Service shall be determined in accordance with the requirements of Treasury Regulation 1.409A-1(h).

Trustee. “Trustee” means a non-employee Trustee of the Bank.

Trustee Fees. “Trustee Fees” means the annual and periodic fees paid to the Participant for services rendered on the Board or any Board committee.

Unforeseeable Emergency. “Unforeseeable Emergency” means a severe hardship to the Participant resulting from:

(a) an illness or accident of –

(i) the Participant,

(ii) the Participant’s spouse, or

(iii) the Participant’s “dependent” (as defined in Code Section 152(a));

(b) loss of the Participant’s property due to casualty; or

(c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The term “Unforeseeable Emergency” shall be construed consistent with Code Section 409A and the Treasury Regulations and other guidance issued thereunder.

ARTICLE III

ELIGIBILITY AND VESTING

3.1 Eligibility. The Plan is available to non-employee members of the Board. Each Trustee who is eligible to participate in the Plan shall enroll in the Plan by completing the Election Form. A Trustee’s participation in the Plan shall commence as of the date specified in the Election Form.

3.2 Vesting. Each Participant shall be 100% vested in his or her Account Balance.

ARTICLE IV

DEFERRAL CONTRIBUTIONS AND ACCOUNT

4.1 Initial Deferral Election. Each Participant shall have the right to elect to defer a fixed percentage of the Trustee Fees to which the Participant would otherwise be entitled, with such Deferral Contribution to be deferred and paid at the times and in the manner herein stated. Each new Participant electing to make a Deferral Contribution shall execute and deliver to the Bank the Election Form. Such

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election shall be applicable only to Trustee Fees earned for services rendered after the date of such election. A Participant’s deferral election shall be made no later than December 30th of the year prior to the year for which such election is effective, or with respect to a Participant who first becomes eligible during a Plan Year, within 30 days following the Participant’s initial eligibility date.

4.2 Changes to Deferral Election. Each Participant’s Deferral Contribution shall continue in effect until revoked, provided, however, that every election to defer Trustee Fees shall be irrevocable as to Trustee Fees earned for services performed prior to the date of such revocation. Changes or revocation of the Participant’s Deferral Contribution shall made in writing in the form of Notice of Adjustment of Deferral Contribution attached hereto as Exhibit B, which shall be effective upon the January 1^st of the year stated therein, provided this form is executed and delivered to the Bank by December 30^th of the previous calendar year.

4.3 Account. The Bank shall maintain for each Participant an Account to which the Participant’s Deferral Contributions shall be credited thereto as of the last day of the month during which the Trustee Fees would have been paid to the Participant, if not deferred.

4.4 Earnings Rate. As of the last day of the Plan Year, the Bank shall credit each Participant’s Account with interest equal to the prime rate as reported in The Wall Street Journal on the first business day of the Plan Year, compounded annually, provided however, such crediting rate shall never be less than three percent (3%) or greater than ten percent (10%).

4.5 Unsecured Creditor. The Participant’s interest in his or her Account is limited to the right to receive payments under the Plan, and the Participant’s position is that of a general unsecured creditor of the Bank.

ARTICLE V

DISTRIBUTION OF BENEFITS

5.1 Distribution of Account Balance. The Participant’s Account Balance shall be distributed to the Participant in accordance with this Article V, and shall commence or be paid within 30 days following the event that triggers distribution. All subsequent payments of the Participant’s Account Balance shall be paid in the manner specified in the Plan. All distributions under the Plan shall be made in cash.

5.2 Election of Time and Form of Distribution.

(a) Time of Payment. Subject to Section 5.1, the Participant may elect for the payment of his or her Account Balance to be triggered upon either: (i) the Participant’s Separation from Service; or (ii) a specified date by completing the Election Form. If the Participant does not designate a time of payment pursuant to this Section 5.2(a), then the distribution of the Participant’s Account Balance shall be triggered upon his or her Separation from Service.

(b) Form of Payment. Subject to Section 5.1, the Participant may elect for his or her Account Balance to be distributed following his or her Separation from Service or specified date in either a lump sum or equal monthly installments over a designated period by completing the Election Form. If the Participant does not designate the manner in which his or her Account Balance will be paid, the Account Balance shall be distributed to the Participant in a lump sum.

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5.3 Death, Disability and Change in Control. In the event of the earlier of: (i) the Participant’s death; (ii) the Participant’s Disability or (iii) a Change in Control prior to the Participant’s Separation from Service or specified date elected by the Participant pursuant to Section 5.2, the Participant (or the Participant’s Beneficiary) shall be paid his or her Account Balance in a lump sum within 30 days thereafter.

5.4 Hardship Distributions. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Committee may, in its sole discretion, make distributions from the Participant’s Account prior to the time specified for payment of benefits under the Plan. The amount of such distribution shall be limited to the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The amounts necessary to satisfy the Unforeseeable Emergency will be determined after taking into account the extent to which the hardship is, or can be, relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets, to the extent that the asset liquidation would not itself cause severe financial hardships. If a hardship distribution is approved, it shall be paid in a lump-sum within 30 days following the Unforeseeable Emergency event which triggers payment, and the Participant’s Account Balance shall be reduced by an amount equal to the hardship distribution.

5.5 Modification of Time and Form of Payment of Account Balance. In the event a Participant desires to modify the time or form of payment of his or her Account Balance, the Participant may do so on a written form provided by the Bank, provided that:

(a) the subsequent election shall not be effective for at least 12 months after the date on which the subsequent election is made;

(b) except for payments upon the Participant’s death, Disability, the first of a stream of payments for which the subsequent election is made shall be deferred for a period of not less than five (5) years from the date on which such payment would otherwise have been made; and

(c) for payments scheduled to be made on a specified date or to commence under a fixed schedule, the subsequent election must be made at least 12 months before the date of the first scheduled payment.

5.6 Code Section 409A. The Plan shall be interpreted to comply with or be exempt from Code Section 409A, and all provisions of the Plan shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Each payment that is payable pursuant to this Plan is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii).

ARTICLE VI

ADMINISTRATION

6.1 Committee; Duties. This Plan shall be administered by the Committee, which, unless otherwise provided by the Board, shall be the Benefits Committee. The Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan. A majority vote of the Committee members shall control any decision.

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6.2 Agents. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Bank.

6.3 Binding Effect of Decisions. The decision or action of the Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules of regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

6.4 Indemnity of Committee. The Bank shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VII

CLAIMS PROCEDURE

7.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing within 30 days.

7.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall state:

(a) The reasons for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

(c) An explanation of the Plan’s claim review procedure.

7.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

7.4 Final Decision. The decision on review shall normally be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions.

7.5 Arbitration. If a claimant continues to dispute the benefit denial based upon completed performance of this Plan or the meaning and effect of the terms and conditions thereof, then the claimant may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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ARTICLE VIII

AMENDMENT AND TERMINATION OF PLAN

8.1 Amendment. Notwithstanding anything herein contained to the contrary, the Board reserves the exclusive right to freeze or to amend the Plan at any time, provided that no amendment to the Plan shall be effective to decrease or to restrict the amount accrued to the date of such amendment.

8.2 Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to the Participant his or her entire Account Balance as of the date of termination of the Plan. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

(a) The Board may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of: (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) The Board may terminate the Plan by irrevocable action within the 30 days preceding, or 12 months following, a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the irrevocable termination of the arrangements. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A.

(c) The Board may terminate the Plan provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within three years following the date of termination of the arrangement.

ARTICLE IX

MISCELLANEOUS

9.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for members of the Board. This Plan is not intended to create an investment contract, but to provide tax planning opportunities and retirement benefits to eligible individuals who have elected to participate in the Plan. Participants are members of the Board who, by virtue of their position, are uniquely informed as to the Bank’s operations and have the ability to materially affect the Bank’s profitability and operations.

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9.2 Trust Fund. The Bank shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Bank may establish one or more rabbi trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of such benefits. Such rabbi trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Bank’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Bank shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Bank.

9.3 Payment to Participant, Legal Representative or Beneficiary. Any payment to any Participant or the legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Bank, which may require the Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Bank.

9.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

9.5 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

9.6 Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee or the Secretary of the Bank. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

9.7 Successors. The provisions of this Plan shall bind and inure to the benefit of the Bank and its successors and assigns. The term “successors” as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Bank, and successors of any such corporation or other business entity.

9.8 Payment of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced by the amount of any taxes required to be withheld from such distribution, if any. This Plan shall permit the acceleration of the time or schedule of a payment to pay employment related taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A.

9.9 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with

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the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Department of the Treasury. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to apply certain offsets in satisfaction of a debt of the Participant to the Bank; (vi) in satisfaction of certain bona fide disputes between the Participant and the Bank; or (vii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.

9.10 12 U.S.C. § 1828(k). Any payments made to the Participant pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359 Golden Parachute and Indemnification Payments or any other rules and regulations promulgated thereunder.

9.11 Governing Law. The Plan is established under, and will be construed according to, the laws of the State of New York, to the extent such laws are not preempted by the ERISA or the Code and regulations published thereunder.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Bank, acting through its authorized officer, has adopted this Plan.

	PCSB BANK
12/16/15	By:	/s/ Ruth Leser
Date

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EX-10.15

Exhibit 10.15

PCSB BANK

TRUSTEE SUPPLEMENTAL LIFE INSURANCE PLAN

THIS TRUSTEE SUPPLEMENTAL LIFE INSURANCE PLAN (“Plan”) is made and entered into this 1^st day of July, 2016, by PCSB Bank, a New York chartered mutual savings bank with its principal office located in Yorktown Heights, New York (the “Bank”) for the benefit of its non-employee trustees (“Trustees”) who are selected to and who participate in the Plan.

INTRODUCTION

The Bank wishes to attract and retain highly qualified Trustees. To further this objective, the Bank is willing to divide the death proceeds of certain life insurance policies which are owned by the Bank on the lives of the participating Trustees with the designated beneficiary of each insured participating Trustees. The Bank will pay the life insurance premiums from its general assets.

Article 1

Definitions

Whenever used in this Plan, the following terms shall have the meanings specified:

1.1 “Compensation Committee” means either the Compensation Committee designated from time to time by the Bank’s Board of Trustees or a majority of the Bank’s Board of Trustees, either of which shall hereinafter be referred to as the Compensation Committee.

1.2 “Trustee” means a non-employee trustee of the Bank.

1.3 “Insured” means a Trustee who is designated by the Compensation Committee as eligible to participate in this Plan and who elects in writing to participate in the Plan by executing an Election to Participate attached hereto as Exhibit A, and a Split Dollar Endorsement attached hereto as Exhibit B.

1.4 “Insurer” means the insurance company issuing the life insurance policy on the life of the Insured.

1.5 “Policy” or “Policies” means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Trustee’s life under this Plan.

1.6 “Plan” means this instrument, including all amendments thereto.

Article 2

Participation

2.1 Eligibility to Participate. The non-employee Trustees of the Bank shall be eligible to participate.

2.2 Participation. An eligible Trustee may participate in this Plan by executing an Election to Participate and a Split Dollar Endorsement for each Policy or Policies under which the Trustee is the Insured. The Split Dollar Endorsement shall bind the Trustee and his or her beneficiaries, assigns and transferees, to the terms and conditions of this Plan. A Trustee’s participation in the Plan is limited to those Policies where he or she is the Insured.

2.3 Termination of Participation. A Trustee’s rights under this Plan shall cease and his or her participation in this Plan shall terminate if either of the following events occur: (i) the Trustee’s service with the Bank is terminated for reasons other than death or (ii) the plan is terminated per Article 8. In the event that the Bank decides to maintain the Policy or Policies after the Trustee’s termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy or Policies.

Article 3

Policy Ownership/Interests

3.1 Trustee’s Interest. Unless or until the Trustee’s rights under the Plan shall terminate as provided in Section 2.3, with respect to the Policy or Policies, the Trustee or the Trustee’s assignee shall have the right to designate the beneficiary of the following death benefit amounts:

(a) Death Benefit. If the Trustee was in the service of the Bank as a non-employee Trustee at the time of death, the death benefit shall be the lesser of: (i) One Hundred Thousand Dollars ($100,000.00), or (ii) the Net Death Benefit.

(b) Net Death Benefit. The “Net Death Benefit” shall be the net amount at risk under the Policy or Policies covering the Trustee’s life as of the Trustee’s date of death. For purposes of this Plan, “net amount at risk” shall mean, as of any date, the difference between the cash surrender value of the Policy and the total proceeds payable under the Policy upon the death of the Insured.

3.2 Bank’s Interest. The Bank is the sole owner of the Policies and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the Policies to the extent of each Policy’s cash surrender value plus any death benefits remaining after applying those amounts explicitly assigned to the Trustee’s beneficiary pursuant to Section 3.1 above. In addition, the Bank may replace each Policy with a comparable insurance policy to cover the benefit provided under this Plan and the Bank and the Trustee shall execute a new Split Dollar Endorsement for each new Policy. Each new Policy or any comparable policy shall be subject to the claims of the Bank’s creditors. Any Policies subject to this Plan shall be treated as “bank owned life insurance (“BOLI”) subject to the provisions and limitations set forth in the Interagency Statement on the Purchase and Risk Management of Life Insurance (OCC 2004-56).

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Article 4

Premiums and Economic Benefit

4.1 Premium Payment. The Bank shall pay all premiums due on all Policies, so long as the Bank chooses to maintain the Policies in force.

4.2 Economic Benefit. Annually, the Trustee will recognize a taxable benefit equal to (a) the current term rate for the Insured’s age, multiplied by (b) the net death benefit payable to the Insured’s beneficiary. The Bank (or its administrator) will timely report to the Trustee the amount of such imputed income each year on IRS Form 1099-MISC or its equivalent. The Bank intends that this Plan will be subject to taxation under the “economic benefit regime” set forth in Treasury Regulation section 1.61-22(d), such that the Trustee shall have taxable income equal to the annual cost of the current life insurance coverage provided by the Policy or Policies.

Article 5

Assignment

With the Bank’s written consent, a Trustee may assign without consideration all interests in his or her Policy or Policies and in this Plan to any person, entity or trust. In the event a Trustee shall transfer all of his or her interest in a Policy or Policies, then all of that Trustee’s interest in his or her Policy or Policies and in the Plan shall be vested in his or her transferee, who shall be substituted as a party hereunder, and that Trustee shall have no further interest in his or her Policy or Policies or in the this Plan.

Article 6

Insurers

Each Insurer shall be bound only by the terms of their corresponding Policy. Any payments an Insurer makes or actions it takes in accordance with a Policy shall fully discharge it from all claims, suits and demands of all persons relating to that Policy. The Insurers shall not be bound by the provisions of this Plan. The Insurers shall have the right to rely on the Bank’s representations with regard to any definitions, interpretations, or Policy interests as specified under this Plan.

Article 7

Claims Procedure

7.1 Claims Procedure. Any person or entity (“claimant”) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:

7.1.1 Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank’s Human Resource Manager a written claim for the benefits.

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7.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

7.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;

(b) A reference to the specific provisions of the Plan on which the denial is based;

(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d) An explanation of the Plan’s review procedures and the time limits applicable to such procedures; and

(e) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

7.2.1 Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank’s Human Resource Manager a written request for review.

7.2.2 Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

7.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

7.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to

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the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

7.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;

(b) A reference to the specific provisions of the Plan on which the denial is based;

(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

(d) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

8.1 Amendment or Termination of Plan. The Bank may amend or terminate the Plan at any time and may amend or terminate a Trustee’s rights under the Plan at any time prior to a Trustee’s death by written notice to the Trustee. Additionally, the Bank may sell, surrender, exchange, or transfer the insurance Policy or Policies purchased under this Plan at any time. If the Bank decides to sell, surrender, transfer, or exchange the Policies while this Agreement is in effect, the Bank will first give the Trustee or the Trustee’s transferee the option to purchase the Policies for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policies.

8.2 Waiver. A Trustee may, in the Trustee’s sole and absolute discretion, waive his or her rights under the Plan at any time. Any waiver permitted under this section 8.2 shall be in writing and delivered to the Board of Trustees of the Bank.

Article 9

Miscellaneous

9.1 Binding Effect. This Plan, in conjunction with each Split Dollar Endorsement, shall bind each Trustee and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Policy beneficiary. This Plan and the payment of any benefits hereunder shall be binding on any and all successors to the Bank.

9.2 Governing Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of New York, except to the extent preempted by the laws of the United States of America.

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9.3 Notice. Any notice, consent or demand required or permitted to be given hereunder shall be in writing and shall be signed by the party giving such notice, consent or demand. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, FedEx (or other reputable overnight delivery service) to such party’s last known address as shown on the Bank’s records. The date of the mailing shall be deemed to be the date of the notice, consent or demand.

9.4 Entire Agreement. This Plan, along with the Split Dollar Endorsement, constitutes the entire agreement between the Bank and the Trustee as to the subject matter hereof. No rights are granted to the Trustee by virtue of this Plan other than those specifically set forth herein.

9.5 Administration. The Compensation Committee of the Bank’s Board of Trustees shall have all powers which are necessary to administer this Plan, including but not limited to:

(a) Interpreting the provisions of the Plan, in its sole discretion;

(b) Establishing and revising the method of accounting for the Plan;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Plan.

9.6 Designated Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Bank shall be the named fiduciary and plan administrator under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

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IN WITNESS WHEREOF, the Bank executes this Plan as of the day and date indicated above.

PCSB BANK
By	/s/ Joseph D. Roberto
	President and Chief Executive Officer

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EX-10.16

Exhibit 10.16

PCSB BANK

DEATH BENEFIT ONLY PLAN

ARTICLE I

PURPOSE AND SPECIFICATIONS

The purpose of this Death Benefit Only Plan (the “Plan”) is to provide the selected Director (as defined below) of PCSB Bank (the “Bank”) with a death benefit payable to his named Beneficiary in the event of the Director’s death while in the service of the Bank. The Plan is effective as of August 1, 2016.

ARTICLE II

DEFINITIONS

2.1 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article IV, that are entitled to receive a benefit under the Plan after the death of the Director.

2.2 “Board” shall mean the Board of Directors of the Bank, as from time to time constituted.

2.3 “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

2.4 “Director” shall mean Michael Weber, who serves as a Trustee of the Bank. The term “Director” shall also encompass the Director’s service as a Trustee.

2.5 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

2.6 “Plan” shall mean the PCSB Bank Death Benefit Only Plan, which shall be evidenced by this instrument.

2.7 “Plan Administrator” shall mean the Compensation Committee of the Bank or its designee. The Director may not vote in any Bank decision relating solely to his individual benefits under this Plan.

2.8 “Pre-Termination Death Benefit”shall mean a total benefit equal to One Hundred Fifty-Three Thousand Eight Hundred Fifty Dollars ($153,850).

ARTICLE III

PARTICIPATION

3.1 Commencement of Participation. The Director shall participate under the Plan upon the later of the adoption of this Plan document or upon satisfaction of the requirements of Section 3.3 below.

3.2 Cessation of Participation. The Director shall cease to participate in the Plan if he or she terminates service with the Bank or if the Plan is terminated under the circumstances set forth in Article VII.

3.3 Required Documentation and Related Conditions of Eligibility. In no event shall the Director commence participation before filling out all documentation and taking any other steps required by the Plan Administrator as a condition of participating in the Plan. If the Bank purchases a life insurance policy to informally fund the Director’s benefit under this Plan, such steps may include the filling out of a life insurance consent form (as defined in Code Section 101(j)) and may include the taking of a physical examination or such other steps as are required as a condition to the Bank’s purchase of life insurance on the life of the Director.

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ARTICLE IV

BENEFICIARIES

4.1 Designation. The Director shall have the right to designate, on a form provided by the Plan Administrator, a Beneficiary to receive the benefits provided under the Plan in the event of the Director’s death and shall have the right at any time to revoke such designation or to substitute another such Beneficiary. Any such change shall be effective on the date of written notice from the Director naming a new or additional Beneficiary. Such notice shall be delivered to the Plan Administrator.

4.2 Absence of Valid Designation. If, upon the death of the Director, there is no valid designation of Beneficiary on file with the Plan Administrator, the Plan Administrator shall designate the Director’s surviving spouse as Beneficiary, or if there is no surviving spouse, the Director’s children, in equal shares per stirpes or if none, the Director’s estate.

4.3 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority, or guardianship as it may deem appropriate prior to distribution of benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

ARTICLE V

PLAN BENEFITS

5.1 Pre-Termination Death Benefit. If the Director dies before otherwise terminating service with the Bank, the Bank shall pay to Director’s Beneficiary the Pre-Termination Death Benefit in a single lump sum payment within ninety (90) days following the Director’s date of death, notwithstanding anything herein to the contrary, the death benefit shall be paid no later than March 15 of the year following the year in which the Director dies.

5.2 Suicide or Misstatement. The Bank shall not pay any benefits under this Plan if the Director commits suicide within two (2) years after the date of this Plan. In addition, the Bank shall not pay any benefits under this Plan if the Director has made any material misstatement of fact on any application for any benefits provided by the Bank to the Director under this Plan.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1 Power and Duties of the Plan Administrator. The Plan Administrator shall have the duty to manage and administer the Plan in accordance with the terms and provisions of this Article, and shall have the power:

(a) To construe and interpret the terms and provisions of the Plan; and

(b) To establish rules and prescribe any forms necessary or desirable to administer the Plan.

All constructions, interpretations, and determinations made by the Bank in connection with the administration of this Plan shall be final, binding and conclusive subject, however, to timely request for review pursuant to the terms and conditions of that Section hereof entitled “Claims Procedure and Review.”

6.2 Named Fiduciary. The Plan Administrator shall be the named fiduciary under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

2

6.3 Record and Reports. The Plan Administrator shall keep a record of all actions taken and shall keep all other books of account, records, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Directors, Beneficiaries, and others as required by law.

6.4 Payment of Expenses. All expenses of administration shall be paid by the Bank. Such expenses shall include any expenses incident to the functioning of the Plan Administrator, including, but not limited to, fees of accountants, legal counsel, and other specialists and their agents, and other costs of administering the Plan.

6.5 Claims Procedure and Review. Claims for benefits under the Plan shall be filed on forms supplied by the Bank. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application therefore is filed, unless special circumstances require an extension of time (not to exceed 90 additional days) for processing the claim. In the event the claim is denied, the reasons for the denial shall be specifically set forth, pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim and whether further material or information is necessary.

If a Beneficiary has been denied a benefit or feels aggrieved by any other action of the Bank, the Beneficiary shall be entitled upon written request to the Bank, to receive a written or electronic notice of such action, together with a full and clear statement of the reason for the action.

If the claimant wishes further consideration of his or her position, he or she may obtain a form from the Bank on which to request a hearing. Such form, together with a written statement of the claimant’s position, shall be filed with the Bank no later than sixty (60) days after receipt of the written notification provided for in the paragraph above and in the paragraph preceding it. The claimant or his or her duly authorized representative may review pertinent documents and submit issues and comments in writing.

The decisions on review shall be furnished to the claimant within the time limit described in the preceding paragraph. It shall include specific reasons for the decision, expressed in a manner calculated to be understood by the claimant and shall specifically refer to pertinent Plan provisions on which it is based. The claimant shall be advised that if he or she wishes to pursue his or her claim further, he or she may file suit in federal or state court and that the court will decide who should pay court costs and legal fees.

This Section 6.5 is based on Section 2560.503-1 of the Department of Labor Regulations. If any provision of this Section 6.5 conflicts with the requirements of those regulations, the requirements of those regulations will prevail.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1 The Board reserves the right to amend or terminate this Plan at any time, for any or no reason, in its sole discretion; provided, however, that any change to the Plan shall be prospective only in its operation if it would diminish or eliminate any benefit payable to the Director’s Beneficiary. The Plan shall automatically terminate without notice upon the occurrence of any of the following events: (1) the total cessation of the business of the Bank; (2) the bankruptcy, receivership or dissolution of the Bank; (3) upon the date of the Director’s termination of service with the Bank, other than due to the Director’s death; or (4) while the Director is living and in service with the Bank, by written notice thereof by either the Bank or the Director to the other .

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Binding Effect. This Plan shall bind the Director and the Bank and their respective beneficiaries, survivors, executors, administrators, successors, transferees, and assigns.

8.2 Information to be Furnished. The Director and his Beneficiary shall provide the Plan Administrator with such information and evidence, and shall sign such documents, as may reasonably be requested from time to time for the purpose of administration of the Plan.

3

8.3 Limitation on Director’s Rights. Participation in the Plan shall not give the Director the right to be continue to serve as a Director, or any right or interest in the benefits provided under the Plan other than as herein provided. The Bank reserves the fail or refuse to nominate the Director to service on the Board without any liability for any claim either against the Plan, except to the extent herein provided, or against the Bank.

8.4 Applicable Law. The Plan shall be construed, administered and enforced according to the laws of the State of New York, except to the extent the law of such state is superseded by ERISA or other federal laws.

8.5 Receipt and Release. Any payment to any Beneficiary in accordance with the provisions of the Plan shall be, to the extent thereof, in full satisfaction of all claims against the Plan Administrator and the Bank; and the Bank may require such Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

8.6 Nonassignability. None of the benefits, payments, proceeds or claims of the Director or Beneficiary shall be subject to any claim of any creditor of the Director or Beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such person, nor shall the Director or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which may be payable under the Plan.

8.7 Benefits Solely from General Assets. The benefits provided by the Plan shall be paid solely from the general assets of the Bank. No Director, Beneficiary or other person shall have any claim against, right to, or security or other interest in, any specific fund, account, insurance policy, or other asset of the Bank with respect to benefits under the Plan.

8.8 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last know address as shown on the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.9 Tax Withholding. Any benefits payable to a Beneficiary under the Plan shall be reduced to the extent of any withholding of the Beneficiary’s income taxes by the Bank as required by law.

8.10 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Plan other than those specifically set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the date first written above.

ATTEST:	PCSB BANK
/s/ Scott D. Nogles	By:	/s/ Joseph D. Roberto
		Name:
		Title:
WITNESS:	EXECUTIVE
/s/ Leslie G. Weber	/s/ Michael T. Weber
	Michael Weber

4

EX-21

Exhibit 21

Subsidiaries of the Registrant

Name	Percent Ownership	State of Incorporation
PCSB Bank	100%	New York
PCSB Commercial Bank*	100%	New York
PCSB Realty, Ltd.*	100%	New York
PCSB Funding Corp.	100%	Delaware

* Subsidiary of PCSB Bank

EX-23.2

Exhibit 23.2

December 12, 2016

Board of Directors

PCSB Financial Corporation

Board of Trustees

PCSB Bank

2651 Strang Boulevard, Suite 100

Yorktown Heights, New York 10598

Members of the Board Directors and the Board of Trustees:

We hereby consent to the use of our firm’s name in the Notice of Intent to Convert, and any amendments thereto, to be filed with Federal Deposit Insurance Corporation, in the Application for Conversion on Form 86-AC, and any amendments thereto, to be filed with the New York State Department of Financial Services, 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 PCSB Financial Corporation. We also consent to the reference to our firm being named as an expert in the prospectus.

Sincerely,

RP^® FINANCIAL, LC.

Washington Headquarters
Three Ballston Plaza 1100 North Glebe Road, Suite 600 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-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of PCSB Financial Corporation (proposed holding company for PCSB Bank) on Form S-1 of our report dated October 25,2016 on the consolidated financial statements of PCSB Bank and Subsidiaries and to the reference to us under the heading “Experts” in the prospectus,

Crowe Horwath LLP

New York, New York

December 12, 2016

EX-99.1

Exhibit 99.1

September 20, 2016

Mr. Joseph D. Roberto

Chairman, President and Chief Executive Officer

PCSB Bank

2651 Strang Boulevard

Yorktown Heights, NY 10598

Dear Mr. Roberto:

This letter sets forth the agreement between PCSB Bank, Yorktown Heights, New York (the “Bank”), and RP^® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the Bank’s proposed mutual-to-stock conversion transaction. The scope, timing and fee structure for these appraisal services are described below.

These appraisal services will be directed by Ronald S. Riggins, Managing Director, along with the assistance of a Director and a research associate.

Description of Appraisal Services

RP Financial will provide conversion appraisal services consistent with the applicable conversion regulations, regulatory appraisal guidelines and standard valuation practices. In this regard, RP Financial will provide a written pro forma valuation report of the Bank to be filed with the conversion application, appraisal updates as appropriate to reflect interim changes in the valuation prior to closing, and the required updated appraisal to set the closing value.

In conjunction with these appraisal services, RP Financial will conduct a financial due diligence, including on-site interviews of senior management and reviews of historical and pro forma financial information, the business plan, and other documents. This review will provide RP Financial insight into the operations, financial condition, profitability, market area, risks and key internal and external factors impacting the Bank, all of which will be considered in estimating the pro forma market value. The appraisal report will include an analysis of the Bank’s financial condition and operating results, the economic and competitive environment, and an assessment of the interest rate, credit, and liquidity risks. The appraisal report will take into consideration the Bank’s business strategies, market area, prospects for the future, and the specified use of proceeds. We will compare the Bank to a peer group of relatively comparable publicly-traded banking companies for the purpose of determining appropriate valuation adjustments for the Bank relative to the peer group’s pricing ratios, and we will evaluate the stock market environment.

We will review pertinent sections of the Bank’s prospectus and conduct discussions with representatives of the Bank to obtain necessary information for the appraisal report, including key deal elements such as the holding company formation, use of proceeds, reinvestment rate, tax rate, offering expenses, characteristics of the stock benefit plans, foundation, and dividend policy.

Washington Headquarters
Three Ballston Plaza	Direct: (703) 647-6543
1100 North Glebe Road, Suite 600	Main: (703) 528-1700
Arlington, VA 22201	Fax: (703) 528-1788
E-Mail: rriggins@rpfinancial.com	Cell: (703) 989-4665

Mr. Joseph D. Roberto

September 20, 2016

Page 2

The original appraisal report will establish a midpoint pro forma market value to establish the range of value in accordance with the applicable regulatory requirements. The appraisal report may be periodically updated throughout the conversion process, and there will be at least one updated appraisal prepared at the time of the closing of the stock offering to determine the number of shares to be issued. In the event of a syndicated community offering, it will be necessary to file an update in conjunction with the close of the subscription offering and prior to the pricing phase in the syndicated community offering.

RP Financial agrees to deliver the original appraisal report, in writing, to the Bank at the above address in conjunction with the filing of the regulatory conversion application and amendments thereto. Subsequent appraisal updates will be filed promptly as events occur requiring such appraisal 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 regulatory comments, if any, regarding the valuation original appraisal and subsequent appraisal updates.

RP Financial expects to formally present the appraisal report, including the appraisal methodology, peer group selection, assumptions, and valuation conclusion, to the Board of Trustees for review and consideration. If appropriate, RP Financial will present subsequent appraisal updates to the Board. It is understood that such presentations may be made in person or telephonically.

Fee Structure and Payment Schedule

The Bank agrees to pay RP Financial fees for preparation and delivery of the original appraisal report and subsequent appraisal updates as shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule:

• $10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services;

• $100,000 upon delivery of the completed original appraisal report; and

• $10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is anticipated that there will be at least one appraisal update report, specifically the update to be prepared in conjunction with the completion of the stock offering.

The Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent appraisal updates. Such out-of-pocket expenses will likely include travel, printing, telephone, facsimile, shipping, computer and data services, and will not exceed $10,000 in the aggregate, without the Bank’s authorization to exceed this level.

Mr. Joseph D. Roberto

September 20, 2016

Page 3

In the event the Bank shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent appraisal updates and payment of the corresponding 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 applying full credit to the initial engagement fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for research associates to $450 per hour for managing Trustees.

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, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material 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.

Covenants, Representations and Warranties

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 promptly return to the Bank the original and any copies of such information.

2. The Bank 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 in response to informational requests by RP Financial 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.

Mr. Joseph D. Roberto

September 20, 2016

Page 4

3. (a) The Bank agrees that it will indemnify and hold harmless RP Financial, any affiliates of RP Financial, the respective members, 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, reasonable attorneys fees, and all losses and 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, Trustees, employees or agents, which action or omission is undertaken in bad faith or is negligent. The Bank will be under no obligation to indemnify RP Financial hereunder if a court determines that RP Financial was negligent 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. Reasonable time devoted by RP Financial to situations for which RP Financial is deemed entitled to indemnification hereunder, shall be an indemnifiable cost payable by the Bank at the normal hourly professional rate chargeable by such employee.

(b) RP Financial shall give written notice to the Bank of such claim or facts within thirty days of the assertion of any claim or discovery of material facts upon which RP Financial intends to base a claim for indemnification hereunder, including the name of counsel that RP Financial intends to engage in connection with any indemnification related matter. 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, the Bank shall not be obligated to make payments under Section 3(c), but RP Financial will be entitled to be paid any amounts payable by the Bank hereunder within five days after the final non-appealable determination of such contest either by written acknowledgement of the Bank or a decision of a court of competent jurisdiction or alternative adjudication forum, unless it is determined in accordance with Section 3(c) hereof that RP Financial is not entitled to indemnity hereunder. If the Bank does not so elect to contest a claim for indemnification by RP Financial hereunder, RP Financial shall (subject to the Bank’s receipt of the written statement and undertaking under Section 3(c) hereof) be paid promptly and in any event within thirty days after receipt by the Bank of detailed billing statements or invoices for which RP Financial is entitled to reimbursement under Section 3(c) hereof.

(c) Subject to the Bank’s right to contest under Section 3(b) hereof, the Bank shall pay for or reimburse the reasonable expenses, including reasonable 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; (2) a written undertaking to repay the advance if it ultimately is determined in a final, non-appealable adjudication of such proceeding that it or he is not entitled to such indemnification; and (3) a detailed invoice of the expenses for which reimbursement is sought.

Mr. Joseph D. Roberto

September 20, 2016

Page 5

(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.

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 State of New York. 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. RP Financial represents and warrants that it is not aware of any fact or circumstance that would cause it not to be “independent” within the meaning of the conversion regulations of the federal banking agencies or otherwise prohibit or restrict in any way RP Financial from serving in the role of independent appraiser for the Bank.

*  *  *  *  *  *  *  *  *  *   *

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 $10,000.

Sincerely,

Ronald S. Riggins

President and Managing Director

Agreed to and Accepted by:         Joseph D. Roberto /s/ Joseph D. Roberto

                                                       Chairman, President and Chief Executive Officer

Upon Authorization by the Board of Trustees for:         PCSB Bank

                                                                                           Yorktown Heights, New York

Date Executed:            November 21, 2016

EX-99.2

Exhibit 99.2

December 12, 2016

Boards of Directors

PCSB Financial Corporation

Board of Trustees

PCSB Bank

2651 Strang Boulevard

Yorktown Heights, New York 10598

Re: Plan of Conversion

PCSB Bank

Members of the Board of Directors and the Board of Trustees:

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion (the “Plan”) adopted by the Board of Trustees of PCSB Bank. Pursuant to the Plan, PCSB Bank will convert from the mutual form of organization to the stock form of organization. In connection with the Plan, PCSB Bank has organized a new Maryland stock holding company named PCSB Financial Corporation (the “Company”), which will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of PCSB Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.

We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) Tax-Qualified Plans including PCSB Bank’s employee stock ownership plan (the “ESOP”); and (3) Supplemental Eligible Account Holders. 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 or syndicated/firm commitment offerings 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 1100 North Glebe Road, Suite 600 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-99.3

Exhibit 99.3

November 11, 2016

Board of Directors

PCSB Financial Corporation

Boards of Trustees

PCSB Bank

2651 Strang Boulevard

Suite 100

Yorktown Heights, New York 10598

Members of the Boards of Directors and Trustees:

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 requirements stipulated in the Code of Federal Regulations and 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” (the “Valuation Guidelines”) of the Office of Thrift Supervision (“OTS”) and accepted by the Federal Reserve Board (“FRB”), the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the New York State Department of Financial Services (the “Department”), and applicable regulatory interpretations thereof.

Description of Plan of Conversion

On December 7, 2016, the Board of Trustees of the PCSB Bank or the “Bank” adopted a plan of conversion, incorporated herein by reference, in which the Bank will convert from a New York mutual savings bank to a New York stock bank and become a wholly-owned subsidiary of PCSB Financial Corporation (“PCSB Financial” or the “Company”), a newly formed Maryland corporation.

PCSB Financial will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans including PCSB Bank’s employee stock ownership plan (the “ESOP”) and Supplemental Eligible Account Holders, as such terms are defined 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/firm commitment offering. 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 PCSB Bank and the balance of the net proceeds will be retained by the Company.

Washington Headquarters Three Ballston Plaza 1100 North Glebe Road, Suite 600 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

Board of Directors

Boards of Trustees

November 11, 2016

Page 2

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, PCSB Financial 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.

The plan of conversion provides for the establishment of a new charitable foundation (the “Foundation”). The Foundation contribution will total $5.0 million and will be funded with PCSB Financial common stock contributed by the Company in an amount equal to 2.1% of the shares of common stock sold in the offering and the remainder in cash. The purpose of the Foundation is to provide financial support to charitable organizations in the communities in which PCSB Bank operates and to enable those communities to share in the Bank’s long-term growth. The Foundation will be dedicated completely to community activities and the promotion of charitable causes.

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 the Appraisal, we are independent of the Company and the Bank and the other parties engaged by the Bank or the Company to assist in the stock conversion process.

Valuation Methodology

In preparing our Appraisal, we have reviewed the regulatory applications of the Company and the Bank, including the prospectus as filed with the FRB, the FDIC, the Department and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Bank that has included a review of audited financial information for the fiscal years ended June 30, 2012 through June 30, 2016 and a review of various unaudited information and internal financial reports through September 30, 2016, and due diligence related discussions with the Bank’s management; Crowe Horwath LLP, the Bank’s independent auditor; Luse Gorman, PC, the Bank’s conversion counsel and Sandler O’Neill & Partners, L.P., the Bank’s marketing advisor in connection with the stock offering. All assumptions and 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 PCSB Bank operates and have assessed PCSB Bank’s relative strengths and weaknesses. We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the

Board of Directors

Boards of Trustees

November 11, 2016

Page 3

potential impact on PCSB Bank and the industry as a whole. We have analyzed the potential effects of the stock conversion on PCSB Bank’s operating characteristics and financial performance as they relate to the pro forma market value of PCSB Financial. We have reviewed the economic and demographic characteristics of the Bank’s primary market area. We have compared PCSB Bank’s financial performance and condition with selected publicly-traded thrifts in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed the current conditions in the securities markets in general and the market for thrift stocks in particular, including the market for existing thrift issues and initial public offerings by thrifts and thrift holding companies. We have excluded from such analyses thrifts subject to announced or rumored acquisition, and/or institutions that exhibit other unusual characteristics.

The Appraisal is based on PCSB Bank’s representation that the information contained in the regulatory applications and additional information furnished to us by PCSB Bank and its independent auditor, legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by PCSB Bank, or its independent auditor, legal counsel and other authorized agents nor did we independently value the assets or liabilities of PCSB Bank. The valuation considers PCSB Bank only as a going concern and should not be considered as an indication of PCSB Bank’s liquidation value.

Our appraised value is predicated on a continuation of the current operating environment for PCSB Bank and for all thrifts and their holding companies. Changes in the local, state and national economy, the legislative and regulatory environment for financial institutions, 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 value of PCSB Financial’s stock alone. It is our understanding that there are no current plans for selling control of PCSB Financial following completion of the conversion. 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 PCSB Financial common stock, immediately upon completion of the stock 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 November 11, 2016, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, including shares to be issued to the Foundation, equaled $163,360,000 at the midpoint, equal to 16,336,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% valuation range indicates a minimum value of $138,856,000 and a maximum value of $187,864,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 13,885,600 at the minimum and 18,786,400 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 super maximum value of $216,043,600 without a resolicitation. Based on the $10.00 per share offering price, the super

Board of Directors

Boards of Trustees

November 11, 2016

Page 4

maximum value would result in total shares outstanding of 21,604,360. Based on this valuation range, the offering range (excluding the Foundation shares) is as follows: $136,000,000 at the minimum, $160,000,000 at the midpoint, $184,000,000 at the maximum and $211,600,000 at the super maximum. Based on the $10.00 per share offering price, the number of offering shares is as follows: 13,600,000 at the minimum, 16,000,000 at the midpoint, 18,400,000 at the maximum and 21,160,000 at the super maximum.

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 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 offering 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 PCSB Financial 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 stock offering.

RP Financial’s valuation was based on the financial condition and operations of PCSB Bank as of September 30, 2016, 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 client institutions.

This valuation will be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of PCSB Bank, management policies, and current conditions in the equity markets for thrift shares, 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 legislative and regulatory environment for financial institutions, the stock market and 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

Board of Directors

Boards of Trustees

November 11, 2016

Page 5

any such adjustments will be explained in the update at the date of the release of the update. The valuation will also be updated at the completion of PCSB Financial’s stock offering.

Respectfully submitted,

RP^® FINANCIAL, LC.

President and Managing Director

Gregory E. Dunn

Director

RP® Financial, LC.	TABLE OF CONTENTS
	i

TABLE OF CONTENTS

PCSB FINANCIAL CORPORATION

PCSB BANK

Yorktown Heights, New York

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.4
Income and Expense Trends			I.8
Interest Rate Risk Management			I.11
Lending Activities and Strategy			I.12
Asset Quality			I.15
Funding Composition and Strategy			I.16
Subsidiary Activity			1.17
Legal Proceedings			I.17
CHAPTER TWO	MARKET AREA
Introduction			II.1
National Economic Factors			II.1
Market Area Demographics			II.5
Regional Economy			II.7
Unemployment Trends			II.8
Market Area Deposit Characteristics and Competition			II.9
CHAPTER THREE	PEER GROUP ANALYSIS
Peer Group Selection			III.1
Financial Condition			III.5
Income and Expense Components			III.8
Loan Composition			III.11
Interest Rate Risk			III.13
Credit Risk			III.13
Summary			III.16

RP® Financial, LC.	TABLE OF CONTENTS
	ii

TABLE OF CONTENTS

PCSB FINANCIAL COPRORATION

PCSB BANK

Yorktown Heights, New York

(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.6
4.    Primary Market Area			IV.6
5.    Dividends			IV.7
6.    Liquidity of the Shares			IV.8
7.    Marketing of the Issue			IV.8
A.    The Public Market			IV.9
B.    The New Issue Market			IV.12
C.    The Acquisition Market			IV.13
8.    Management			IV.16
9.    Effect of Government Regulation and Regulatory Reform			IV.16
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.21
Comparison to Recent Offerings			IV.21
Valuation Conclusion			IV.21

RP® Financial, LC.	LIST OF TABLES
	iii

LIST OF TABLES

PCSB FINANCIAL CORPORATION

PCSB BANK

Yorktown Heights, New York

TABLE NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheet Data	I.5
1.2	Historical Income Statements	I.9
2.1	Summary Demographic/Economic Data	II.5
2.2	Primary Market Area Employment Sectors	II.7
2.3	Market Area Largest Employers	II.8
2.4	Unemployment Trends	II.9
2.5	Deposit Summary	II.10
2.6	Market Area Deposit Competitors	II.11
3.1	Peer Group of Publicly-Traded Thrifts	III.3
3.2	Balance Sheet Composition and Growth Rates	III.6
3.3	Income as a Pct. of Avg. Assets and Yields, Costs, Spreads	III.9
3.4	Loan Portfolio Composition and Related Information	III.12
3.5	Interest Rate Risk Measures and Net Interest Income Volatility	III.14
3.6	Credit Risk Measures and Related Information	III.15
4.1	Market Area Unemployment Rates	IV.7
4.2	Pricing Characteristics and After-Market Trends	IV.14
4.3	Market Pricing Comparatives	IV.15
4.4	Public Market Pricing Versus Peer Group	IV.20

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.1

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

PCSB Bank or the (“Bank”), chartered in 1871, is a New York-chartered mutual savings bank headquartered in Yorktown Heights, New York. PCSB Bank serves the Lower Hudson Valley region of the New York metropolitan area through 15 full-service banking offices and an administrative office. The primary market area served by the Bank’s branches include the New York counties of Westchester, Dutchess, Putnam and Rockland. A map of the Bank’s office locations is provided in Exhibit I-1. PCSB Bank is a member of the Federal Home Loan Bank (“FHLB”) system and its deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation (“FDIC”). As of June 30, 2016, PCSB Bank had total assets of $1.255 billion, total deposits of $1.117 billion and total equity of $111.5 million, equal to 8.88% of total assets. The Bank’s audited financial statements are incorporated by reference as Exhibit I-2.

Plan of Conversion

On December 7, 2016, the Board of Trustees of the Bank adopted a plan of conversion, incorporated herein by reference, in which the Bank will convert from a New York mutual savings bank to a New York stock bank and become a wholly-owned subsidiary of PCSB Financial Corporation (“PCSB Financial” or the “Company”), a newly formed Maryland corporation.

PCSB Financial will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans including PCSB Bank’s employee stock ownership plan (the “ESOP”) and Supplemental Eligible Account Holders, as such terms are defined 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/firm commitment offering. 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 PCSB Bank and the balance of the net proceeds will be retained by the Company.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.2

At this time, following the conversion no other activities are contemplated for the Company other than the ownership of the Bank, funding a loan to the newly-formed ESOP and reinvestment of the proceeds that are retained by the Company. In the future, PCSB Financial 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.

The plan of conversion provides for the establishment of a new charitable foundation (the “Foundation”). The Foundation contribution will total $5.0 million and will be funded with PCSB Financial common stock contributed by the Company in an amount equal to 2.1% of the shares of common stock sold in the offering and the remainder in cash. The purpose of the Foundation is to provide financial support to charitable organizations in the communities in which PCSB Bank operates and to enable those communities to share in the Bank’s long-term growth. The Foundation will be dedicated completely to community activities and the promotion of charitable causes.

Strategic Overview

PCSB Bank maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base. The Bank is pursuing a strategy of strengthening its community bank franchise dedicated to meeting the banking needs of business and retail customers in the communities that are served by the Bank. Growth strategies are emphasizing increased lending diversification that is primarily targeting growth of commercial real estate and commercial business loans. The Bank’s objective is to fund asset growth primarily through deposit growth, emphasizing growth of lower cost core deposits. Core deposit growth is expected to be in part facilitated by growth of commercial lending relationships, pursuant to which the Bank is seeking to establish a full service banking relationship with its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products.

In April 2015, the Bank supplemented organic growth with the acquisition of CMS Bank based in White Plains, New York. With the acquisition of CMS Bank, the Bank added five offices in southern Westchester County and significant portfolios of commercial real estate and commercial business loans. At acquisition, CMS Bank had $267.1 million in assets. In connection with the Bank’s increased market presence in southern Westchester County, which

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.3

is one of the more populous and economically vibrant areas of New York State, the Bank’s plan is to expand commercial and retail activities in that market area.

Investments serve as a supplement to the Bank’s lending activities and the investment portfolio is considered to be indicative of a low risk investment strategy. U.S. Government and agency obligations constitute the largest portion of the Bank’s investment portfolio, followed by mortgage-backed securities guaranteed by government sponsored enterprises (“GSEs”). Other investments held by the Bank consist of corporate and other debt securities and a nominal balance of equity securities.

Deposits have consistently served as the primary funding source for the Bank, supplemented with borrowings as an alternative funding source for purposes of managing funding costs and interest rate risk. Core deposits, consisting of transaction and savings account deposits, constitute the largest portion of the Bank’s deposit base. Borrowings currently held by the Bank consist of FHLB advances.

PCSB Bank’s earnings base is largely dependent upon net interest income and operating expense levels. The Bank’s net interest margin has improved in recent years, which has been facilitated by a shift in interest-earning assets towards a higher concentration of loans that earn higher yields relative to investments. Growth of the loan portfolio was primarily realized through the acquisition of CMS Bank and supplemented with organic growth. Operating expense ratios have trended higher in recent years, primarily in connection with the infrastructure added with the acquisition of CMS Bank and building out the Bank’s commercial lending platform. Non-interest operating income has been a fairly stable but limited contributor to the Bank’s earnings, reflecting limiting diversification into fee-based products and services. The amount of loan loss provisions established has increased in recent periods, which has been largely related to growth of the loan portfolio.

The post-offering business plan of the Bank is expected to continue to focus on implementing strategic initiatives to develop and grow a full service community banking franchise. Accordingly, PCSB Bank will continue to be an independent full service community bank, with a commitment to meeting the retail and commercial banking needs of individuals and businesses in the Lower Hudson Valley region of the New York metropolitan area.

The Bank’s Board of Trustees has elected to complete a public stock offering to sustain recent growth strategies and facilitate implementation of its strategic plan. The capital realized from the stock offering will increase the Bank’s operating flexibility and allow for continued

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.4

growth of the balance sheet. 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 PCSB Bank’s funding costs. Additionally, the increase in capital will better position the Bank to pursue additional expansion opportunities. Such expansion would most likely occur through the acquisition of other financial institutions that would increase market penetration in the markets currently served by the Bank or to gain a market presence into nearby complementary markets. At this time, the Bank has no specific plans for expansion, but will continue to evaluate expansion through acquisition as such opportunities arise. The projected uses of proceeds are highlighted below.

● PCSB Financial Corporation. 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 and the cash contribution to the Foundation, are expected to be invested into a deposit at the Bank. 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.

● PCSB 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 PCSB Bank’s operations.

Balance Sheet Trends

Table 1.1 shows the Bank’s historical balance sheet data from fiscal yearend June 30, 2012 through September 30, 2016. From fiscal yearend 2012 through September 30, 2016, PCSB Bank’s assets increased at a 6.11% annual rate. Most of the Bank’s asset growth occurred during fiscal year 2015 in connection with the acquisition of CMS Bank. Asset growth was largely driven by loan growth, in which the acquisition of CMS Bank was also the primary source of the Bank’s loan growth. Asset growth was primary funded by deposit growth and, to a lesser extent, increased utilization of borrowings. A summary of PCSB Bank’s key operating ratios over the past five and one-quarter fiscal years is presented in Exhibit I-3.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.5

Table 1.1

PCSB Bank

Historical Balance Sheet Data

	At June 30,																									At September 30,					06/30/12- 09/30/16 Annual.
	2012					2013					2014					2015					2016					2016					Growth Rate
	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:
Assets	$	975,643		100.00	%	$	969,433		100.00	%	$	976,630		100.00	%	$	1,200,750		100.00	%	$	1,262,071		100.00	%	$	1,255,404		100.00	%		6.11	%
Cash and cash equivalents		138,776		14.22	%		147,166		15.18	%		105,250		10.78	%		77,761		6.48	%		41,578		3.29	%		60,423		4.81	%		-17.77	%
Investment securities		353,358		36.22	%		348,644		35.96	%		339,255		34.74	%		354,856		29.55	%		383,030		30.35	%		374,662		29.84	%		1.39	%
Loans receivable, net		466,231		47.79	%		449,577		46.38	%		507,161		51.93	%		727,134		60.56	%		782,336		61.99	%		763,915		60.85	%		12.32	%
FHLB stock		826		0.08	%		823		0.08	%		982		0.10	%		1,719		0.14	%		2,047		0.16	%		1,690		0.13	%		18.35	%
Bank-owned life insurance		-		0.00	%		10,216		1.05	%		10,527		1.08	%		10,824		0.90	%		22,557		1.79	%		22,724		1.81	%		NM
Goodwill/Other intangibles		-		0.00	%		-		0.00	%		-		0.00	%		6,703		0.56	%		6,808		0.54	%		6,772		0.54	%		NM
Deposits	$	857,697		87.91	%	$	851,540		87.84	%	$	856,518		87.70	%	$	1,060,505		88.32	%	$	1,112,695		88.16	%	$	1,116,837		88.96	%		6.41	%
FHLB advances and other borrowings		-		0.00	%		-		0.00	%		-		0.00	%		14,000		1.17	%		20,081		1.59	%		11,051		0.88	%		NM
Equity	$	105,060		10.77	%	$	109,375		11.28	%	$	111,639		11.43	%	$	110,271		9.18	%	$	109,949		8.71	%	$	111,506		8.88	%		1.41	%
Tangible equity		105,060		10.77	%		109,375		11.28	%		111,639		11.43	%		103,568		8.63	%		103,141		8.17	%		104,734		8.34	%		-0.07	%
Loans/Deposits				54.36	%				52.80	%				59.21	%				68.56	%				70.31	%				68.40	%
Number of offices		9					9					10					15					15					15

(1) Ratios are as a percent of ending assets.

Sources: PCSB Bank’s prospectus, audited and unaudited financial statements and RP Financial calculations.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.6

PCSB Bank’s loans receivable portfolio increased at a 12.32% annual rate from fiscal yearend 2012 through September 30, 2016, with the loan portfolio exhibiting the most significant growth during fiscal year 2015. The Bank’s comparatively stronger loan growth relative to asset growth served to increase the loans-to-assets ratio from 47.79% at fiscal yearend 2012 to 60.85% at September 30, 2016.

Commercial real estate loans, including multi-family loans, have been the most significant area of loan growth over the past four and one-quarter fiscal years and such loans comprise the largest concentration of Bank’s loan portfolio. Trends in the Bank’s loan portfolio composition since fiscal yearend 2012 show that the concentration of commercial real estate loans comprising total loans increased from 35.26% of total loans at fiscal yearend 2012 to 49.01% of total loans at September 30, 2016. Comparatively, from fiscal yearend 2012 through September 30, 2016, 1-4 family permanent mortgage loans increased from 25.58% to 29.05% of total loans and commercial business loans decreased from 24.35% to 10.77% of total loans. Over the same time period, the relative concentrations of home equity lines of credit decreased from 8.33% of total loans to 5.27% of total loans, construction loans decreased from 4.60% of total loans to 3.76% of total loans and consumer and other loans increased from 1.88% of total loans to 2.14% of total loans.

The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting PCSB Bank’s overall credit and interest rate risk objectives. It is anticipated that proceeds retained at the holding company level will primarily be invested into short-term liquid funds held as a deposit at the Bank. Since fiscal yearend 2012, the Bank’s level of cash and investment securities (inclusive of FHLB stock) ranged from a low of 33.80% of assets at fiscal yearend 2016 to a high of 51.22% of assets at fiscal yearend 2013. The decrease in the concentration of cash and investments comprising assets reflects implementation of the Bank’s strategic plan, in which the Bank has been emphasizing loan growth that has been partially funded with cash and cash equivalents. Additionally, the acquisition of CMS Bank was a major factor in decreasing the concentration of investments comprising interest-earning assets. U.S. Government and agency obligations totaling $200.2 million comprised the most significant component of the Bank’s investment portfolio at September 30, 2016. Other investments held by the Bank at September 30, 2016, consisted of GSE mortgage-backed securities ($165.7 million), corporate and other debt securities ($8.7 million) and equity securities ($49,000). As of September 30, 2016, investments maintained as held to maturity and available for sale totaled $265.1 million and $109.6 million,

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.7

respectively. Investments maintained as available for sale had a net unrealized loss of $946,000 at September 30, 2016. As of September 30, 2016, the Bank also held $60.4 million of cash and cash equivalents and $1.7 million of FHLB stock. Exhibit I-4 provides historical detail of the Bank’s investment portfolio.

The Bank also maintains an investment in bank-owned life insurance (“BOLI”) policies, which cover the lives of some of the Bank’s executive officers and Trustees. The purpose of the investment is to provide funding for the benefit plans of the covered individuals. The life insurance policies earn tax-exempt income through cash value accumulation and death proceeds. As of September 30, 2016, the cash surrender value of the Bank’s BOLI equaled $22.7 million.

PCSB Bank’s funding needs have been addressed through a combination of deposits, borrowings and internal cash flows. From fiscal yearend 2012 through September 30, 2106, the Bank’s deposits increased at a 6.41% annual rate. Most of the Bank’s deposit growth was realized through the acquisition of CMS Bank in fiscal year 2015. Recent deposit growth trends reflect that deposit growth has been primarily driven by growth of core deposits, with savings account deposits accounting for the largest portion of the core deposit growth. Core deposits comprised 71.24% of total deposits at September 30, 2016, versus 73.73% of total deposits at June 30, 2014.

Borrowings serve as an alternative funding source for the Bank to address funding needs for growth and to support management of deposit costs and interest rate risk. Over the five and one-quarter year period covered in Table 1.1, borrowings reached a peak balance of $20.1 million at fiscal yearend 2016 and, as of September 30, 2016, borrowings totaled $11.1 million or 0.88% of assets. Borrowings held by the Bank at September 30, 2016, consisted entirely of FHLB advances.

The Bank’s equity increased at a 1.41% annual rate from June 30, 2012 through September 30, 2016, as retention of earnings was partially offset by an increase in the net unrealized loss maintained on the portfolio of available for sale investment securities. Stronger asset growth relative to equity growth provided for a decrease in the Bank’s equity-to-assets from 10.77% at June 30, 2012 to 8.88% at September 30, 2016. Similarly, the Bank’s tangible equity-to-assets ratio declined from 10.77% at June 30, 2012 to 8.34% at September 30, 2016. Goodwill and other intangibles resulting from the acquisition of CMS Bank totaled $6.8 million or 0.54% of assets at September 30, 2016, consisting of $6.1 million of goodwill and $666,000 of

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.8

core deposit intangible. The Bank maintained capital surpluses relative to all of its regulatory capital requirements at September 30, 2016. The addition of stock proceeds will serve to strengthen the Bank’s capital position, as well as support growth opportunities. At the same time, the significant increase in PCSB Bank’s pro forma capital position will initially depress its return on equity (“ROE”).

Income and Expense Trends

Table 1.2 shows the Bank’s historical income statements for the past five fiscal years and for the twelve months ended September 30, 2016 The Bank’s reported earnings ranged from a low of $508,000 or 0.05% average assets during fiscal year 2015 to a high of $3.1 million or 0.25% of average assets during the twelve months ended September 30, 2016. The relative low earnings reported for fiscal year 2015 was primarily due to merger and acquisition related expenses, which totaled $1.1 million or 0.11% of average assets during fiscal 2015. Net interest income and operating expenses represent the primary components of the Bank’s earnings. Non-interest operating income has been somewhat of a limited source of earnings for the Bank. Loan loss provisions have had a varied impact on the Bank’s earnings and, except for the merger and acquisition related expenses, non-recurring income and losses have not been a factor in the Bank’s earnings over the past five and one-quarter fiscal years.

During the period covered in Table 1.2, the Bank’s net interest income to average assets ratio ranged from a low of 2.29% during fiscal year 2013 to a high of 2.81% during fiscal year 2016, and then edged slightly lower to equal 2.80% during the twelve months ended September 30, 2016. The upward trend in the Bank’s net interest income ratio since fiscal year 2013 has been primarily due to an increase in the interest income ratio. Notably, a shift in the Bank’s interest-earning asset composition towards a higher concentration of comparatively higher yielding loans relative to lower yielding investments served to increase the overall yield on interest-earning assets, during a period when financial institutions in general were experiencing declining yields due to the downward repricing of interest sensitive assets as interest rates remained at historically low levels over a prolonged period of time. Overall, during the past five and one-quarter fiscal years, the Bank’s net interest margin increased from a low of 2.29% during fiscal year 2013 to a high of 2.92% during fiscal year 2016, and equaled 2.89% during the three months ended September 30, 2016. Historical trends in the Bank’s net interest margin and interest spreads are set forth in Exhibit I-3 and Exhibit I-5.

RP® Financial, LC.	OVERVIEW AND FINANCIAL ANALYSIS
	I.9

Table 1.2

PCSB Bank

Historical Income Statements

	For the Fiscal Year Ended June 30,																				For the 12 Months
	2012				2013				2014				2015				2016				Ended 09/30/16
	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		$30,468		3.19%		$26,273		2.74%		$25,864		2.69%		$28,827		2.82%		$39,044		3.21%		$39,490		3.20%
Interest expense		(6,238)		-0.65%		(4,306)		-0.45%		(3,634)		-0.38%		(3,884)		-0.38%		(4,812)		-0.40%		(4,967)		-0.40%
Net interest income		$24,230		2.54%		$21,967		2.29%		$22,230		2.31%		$24,943		2.44%		$34,232		2.81%		$34,523		2.80%
Provision for loan losses		(1,923)		-0.20%		(741)		-0.08%		(903)		-0.09%		(1,326)		-0.13%		(1,859)		-0.15%		(1,844)		-0.15%
Net interest income after provisions		$22,307		2.34%		$21,226		2.21%		$21,327		2.22%		$23,617		2.31%		$32,373		2.66%		$32,679		2.65%
Non-interest operating income		$1,244		0.13%		$1,298		0.14%		$1,650		0.17%		$1,567		0.15%		$1,951		0.16%		$2,075		0.17%
Operating expense		(19,769)		-2.07%		(20,306)		-2.12%		(20,651)		-2.15%		(22,827)		-2.23%		(29,475)		-2.42%		(29,748)		-2.41%
Net operating income		$3,782		0.40%		$2,218		0.23%		$2,326		0.24%		$2,357		0.23%		$4,849		0.40%		$5,006		0.41%
Non-Operating Income/(Losses)
Merger and acquisition related expenses		$0		0.00%		$0		0.00%		$0		0.00%		($1,147)		-0.11%		($790)		-0.06%		($668)		-0.05%
Net non-operating income(loss)		$0		0.00%		$0		0.00%		$0		0.00%		($1,147)		-0.11%		($790)		-0.06%		($668)		-0.05%
Net income before tax		$3,782		0.40%		$2,218		0.23%		$2,326		0.24%		$1,210		0.12%		$4,059		0.33%		$4,338		0.35%
Income tax provision		(1,304)		-0.14%		(732)		-0.08%		(699)		-0.07%		(702)		-0.07%		(1,133)		-0.09%		(1,212)		-0.10%
Net income (loss)		$2,478		0.26%		$1,486		0.15%		$1,627		0.17%		$508		0.05%		$2,926		0.25%		$3,126		0.25%
Adjusted Earnings
Net income		$2,478		0.26%		$1,486		0.15%		$1,627		0.17%		$508		0.05%		$2,926		0.25%		$3,126		0.25%
Add(Deduct): Non-operating income		0		0.00%		0		0.00%		0		0.00%		1,147		0.11%		790		0.06%		668		0.05%
Tax effect (2)		0		0.00%		0		0.00%		0		0.00%		(390)		-0.04%		(269)		-0.02%		(227)		-0.02%
Adjusted earnings		$2,478		0.26%		$1,486		0.15%		$1,627		0.17%		$1,265		0.12%		$3,447		0.28%		$3,567		0.29%
Expense Coverage Ratio (3)		1.23x				1.08x				1.07x				1.09x				1.16x				1.16x
Efficiency Ratio (4)		77.53%				87.24%				86.69%				86.10%				81.48%				81.14%

(1) Ratios are as a percent of average assets.

(2) Assumes a 34.0% effective tax rate.

(3) Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses.

(4) Efficiency ratio calculated as operating expenses divided by the sum of net interest income before provisions for loan losses plus non-interest operating income.

Sources: PCSB Bank’s prospectus, audited & unaudited financial statements and RP Financial calculations.

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Non-interest operating income has been somewhat of a limited contributor to the Bank’s earnings over the past five and one-quarter fiscal years, reflecting the Bank’s limited diversification into products and services that generate non-interest operating income. Throughout the period shown in Table 1.2, sources of non-interest operating income ranged from a low of $1.2 million, or 0.13% of average assets, during fiscal year 2012 to a high of $2.1 million, or 0.17% of average assets, during the twelve months ended September 30, 2016. Fees and service charges and income from BOLI constitute the major sources of the Bank’s non-interest operating revenues.

Operating expenses represent the other major component of the Bank’s earnings, ranging from a low of $19.8 million, or 2.07% of average assets, during fiscal year 2012 to a high of $29.7 million, or 2.41% of average assets, during the twelve months ended September 30, 2016. The increase in the Bank’s operating expense ratio since fiscal year 2012 reflects infrastructure that has been put into place to facilitate implementation of the Bank’s strategic plan, as well as the operating expenses added in connection with the acquisition of CMS Bank. Upward pressure will be placed on the Bank’s operating expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans. At the same time, the increase in capital realized from the stock offering will increase the Bank’s capacity to leverage operating expenses through implementation of current growth strategies.

Overall, the general trends in the Bank’s net interest income and operating expense ratios since fiscal year 2012 reflect a slight decrease in core earnings, as indicated by the Bank’s expense coverage ratios (net interest income divided by operating expenses). PCSB Bank’s expense coverage ratio equaled 1.23 times during fiscal year 2012, versus a ratio of 1.16 times during the twelve months ended September 30, 2016. However, it should be noted, that the Bank’s expense coverage ratio has trended slightly higher since reaching a low of 1.07x times during fiscal year 2014. The decrease in the expense coverage ratio since fiscal year 2012 was the result of an increase in the operating expense ratio that was partially offset by an increase in the net interest income ratio. Similarly, PCSB Bank’s efficiency ratio (operating expenses as a percent of the sum of net interest income and other operating income) of 77.53% during fiscal year 2012 was lower (more favorable) compared to the efficiency ratio of 81.14% during the twelve months ended September 30, 2016. The Bank’s efficiency ratio has shown a favorable trend since reaching a high of 86.69% during fiscal year 2014.

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	I.11

Over the past five and one-quarter fiscal years, loan loss provisions established by the Bank have ranged from a low of $741,000, or 0.08% of average assets, during fiscal year 2013 to a high of $1.9 million, or 0.20% of average assets, during fiscal year 2012. For the twelve months ended September 30, 2016, the Bank recorded loan loss provisions of $1.8 million or 0.15% of average assets. The relatively high loan loss provisions recorded for fiscal year 2012 was largely related to credit quality deterioration and an increase in net loan charge-offs recorded during the period. The recent upward trend in loan loss provisions established has primarily been attributable to loan growth. As of September 30, 2016, the Bank maintained an allowance for loan losses of $4.1 million, equal to 0.53% of total loans outstanding and 46.50% of non-performing loans (non-performing loans do not include accruing troubled debt restructurings). Exhibit I-6 sets forth the Bank’s loan loss allowance activity during the past five and one-quarter fiscal years.

Except for expenses related to the acquisition of CMS bank, non-operating income and losses have not been a factor in the Bank’s earnings. Merger and acquisition related expenses equaled $1.1 million or 0.11% of average assets during fiscal year 2015, $790,000 or 0.06% of average assets during fiscal year 2016, and $668,000 or 0.05% of average assets during the twelve months ended September 30, 2016. Merger and acquisition related expenses are viewed as non-recurring expenses and, thus, have been excluded in the calculation of the Bank’s core earnings.

The Bank’s effective tax rate ranged from a low of 27.91% during fiscal year 2016 to a high of 58.02% during fiscal year 2015 and equaled 27.94% during the twelve months ended September 30, 2016. As set forth in the prospectus, the Bank’s marginal effective tax rate is 34.0%.

Interest Rate Risk Management

The Bank’s balance sheet is liability sensitive in the short-term (less than one year). While financial institutions in general have been experiencing some interest spread compression during recent periods, due to the average yield earned on interest-earning assets declining more relative to the average rate paid on interest-bearing liabilities, the Bank has been effective in increasing its interest rate spread through increasing the concentration of interest-earning comprised of loans relative to lower yielding cash and investments The Bank’s interest rate risk analysis as of September 30, 2016 indicates that in the event of a 200 basis point

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increase in interest rates over a one year period, assuming a parallel and immediate shift across the yield curve over such period, net portfolio value of equity would decrease by 11.21%, which was within Board approved policy limits (see Exhibit I-7).

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 underwriting originations 1-4 family loans to conform to secondary market standards that would facilitate the sale of those loans as warranted, maintaining a portion of the investment portfolio as available for sale, investing in securities with maturities of five years or less, investing in mortgage-backed securities with adjustable rates, and continuing to focus on commercial real estate and commercial business lending as the primary areas of lending emphasis, which consists primarily of adjustable rate or shorter term fixed rate loans. As of September 30, 2016, of the Bank’s total loans due after September 30, 2017, adjustable rate loans comprised 55.04% of those loans (see Exhibit I-8). On the liability side of the balance sheet, management of interest rate risk has been primarily pursued through emphasizing growth of lower costing and less interest rate sensitive transaction and savings account depositss and seeking to extend CD maturities through offering attractive rates on certain longer term CDs. Transaction and savings accounts comprised 71.24% of the Bank’s total deposits at September 30, 2016.

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

Pursuant to the Bank’s strategic plan, the Bank is pursuing a diversified lending strategy emphasizing commercial real estate loans and commercial business loans as the primary areas of targeted loan growth. Other areas of lending for the Bank include 1-4 family permanent mortgage loans, construction loans, home equity lines of credit and consumer and other loans. Exhibit I-9 provides historical detail of PCSB Bank’s loan portfolio composition for the past five years and one-quarter fiscal years and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of September 30, 2016.

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	I.13

Commercial Real Estate and Multi-Family Loans.   Commercial real estate and multi-family loans consist largely of loans originated by the Bank, which are generally collateralized by properties in the Lower Hudson Valley region. On a limited basis, the Bank supplements originations of commercial real estate and multi-family loans with purchased loan participations from local banks. Loan participations are subject to the same underwriting criteria and loan approvals as applied to loans originated by the Bank. PCSB Bank generally originates commercial real estate and multi-family loans up to a loan-to-value (“LTV”) ratio of 75% and generally requires a minimum debt-coverage ratio of 1.2 times. Commercial real estate loans are originated with amortization terms of up to 25 years and multi-family loans are originated with amortization terms of up to 30 years Loan terms offered on commercial real estate and multi-family loans include fixed rate loans, balloon loans, and adjustable rate loans. Interest rates on adjustable rate loans adjust every five, seven or ten years and are generally indexed to the prime rate as published in The Wall Street Journal or the corresponding Treasury rate. Properties securing the the commercial real estate and multi-family loan portfolio include office buildings, industrial facilities, retail facilities and apartments. At September 30, 2016, the Bank’s largest commercial real estate loan had an outstanding balance of $10.1 million and is secured by a non-owner occupied industrial property. At September 30, 2016, this loan was performing in accordance with its original terms. At September 30, 2016, the Bank’s largest multi-family loan had an outstanding balance of $7.5 million and is secured by a 208-unit apartment complex. At September 30, 2016, this loan was performing in accordance with its original terms. As of September 30, 2016, the Bank’s outstanding balance of commercial real estate and multi-family loans totaled $375.9 million equal to 49.01% of total loans outstanding and included $70.4 million of multi-family loans.

1-4 Family Residential Loans.   PCSB Bank offers both fixed rate and adjustable rate 1-4 family permanent mortgage loans with terms of up to 30 years. Loans are generally underwritten to secondary market guidelines, so as to allow for the sale of such loans if such a strategy is warranted for purposes of interest rate risk management. ARM loans offered by the Bank have initial repricing terms of one, three, five, seven or ten years and then reprice annually for the balance of the loan term. ARM loans are indexed to corresponding Treasury rate. As of September 30, 2016, the Bank’s outstanding balance of 1-4 family loans totaled $222.8 million equal to 29.05% of total loans outstanding.

Home Equity Lines Credit. The Bank’s 1-4 family lending activities include home equity lines of credit. Home equity lines of credit are indexed to the prime rate as published in The

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	I.14

Wall Street Journal and are offered for terms of up to a ten year draw period followed by a 15 year repayment period. The Bank will generally originate home equity lines of credit up to a maximum loan-to value (“LTV”) ratio of 75%, inclusive of other liens on the property. As of September 30, 2016, the Bank’s outstanding balance of home equity lines of credit totaled $40.4 million equal to 5.27% of total loans outstanding.

Construction Loans. Construction loans originated by the Bank consist of loans to finance the construction of 1-4 family residences and commercial real estate and multi-family properties. Construction loans are interest only loans during the construction period, which is usually up to 12 to 24 months, and are generally offered up to a maximum LTV ratio of 75% of the appraised market value of the completed property. At September 30, 2016, the Bank’s largest construction loan had an outstanding balance of $5.4 million and is secured by an 82-unit senior and work-force housing project. At September 30, 2016, this loan was performing in accordance with its terms. As of September 30, the Bank’s outstanding balance of construction loans totaled $28.8 million equal to 3.76% of total loans outstanding and consisted of $5.3 million of 1-4 family residential construction loans and $23.5 million of commercial real estate and multi-family construction loans.

Commercial Business Loans. The commercial business loan portfolio is generated through extending loans to businesses operating in the local market area. Expansion of commercial business lending activities is a desired area of loan growth for the Bank, pursuant to which the Bank is seeking to become a full service community bank to its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products. Commercial business loans offered by the Bank consist of floating lines of credit indexed to The Wall Street Journal prime rate and fixed rate term loans, which are extended to a variety of small and medium sized businesses in the Bank’s market area. Commercial business loans are generally secured by business assets, and the Bank may support this collateral with junior liens on real property. As of September 30, 2016, the Bank’s outstanding balance of commercial business loans totaled $82.6 million equal to 10.77% of total loans outstanding.

Consumer and Other Loans. Consumer and other loans offered by the Bank consist of personal loans and business installment loans. As of September 30, 2016, consumer and other loans totaled $16.4 million or 2.14% of total loans outstanding and consisted of $322,000 of personal loans and $16.1 million of business installment loans.

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	I.15

Exhibit I-11 provides a summary of the Bank lending activities over the three and one-quarter fiscal years. Total loans originated ranged from a low of $127.0 million during fiscal year 2014 to a high of $159.8 million during fiscal year 2016. The increase in loan origination during the past two fiscal years was primarily driven by increased originations of commercial real estate loans, residential mortgage loans and construction loans. Comparatively, loans originated during the quarter ended September 30, 2016 totaled $30.7 million, which reflected a decrease in loan originations from the year ago quarter with total originations of $51.8 million. Lower originations of commercial real estate loans and commercial business loans accounted for the most of the decline in originations during the most recent quarter. Over the past three and one-quarter fiscal years, commercial real estate loans followed by commercial business loans accounted for the two largest components of the Bank’s lending volume. The Bank’s organic loan production was supplemented with loan purchases totaling $54.7 million during fiscal year 2014, $3.6 million during fiscal year 2015 and $43.9 million during fiscal year 2016. Loans purchased during fiscal year 2014 included a $48.9 million residential loan portfolio purchased from a New Jersey bank consisting primarily of jumbo adjustable rate loans secured by properties in New Jersey. Loans purchased during fiscal year 2016 included $35.0 million of commercial real estate loan participations secured by properties in the Bank’s regional lending area. Loans acquired through the acquisition of CMS Bank totaled $214.9 million, in which commercial real estate loans and residential mortgage loans comprising the two largest concentrations of the loan portfolio. Net loan growth was recorded during fiscal years 2015 and 2016, while total loans outstanding declined during the quarter ended September 30, 2016. Overall, total loans outstanding increased from $509.6 million at fiscal yearend 2014 to $766.9 million at September 30, 2016.

Asset Quality

Historically, the Bank’s lending emphasis on lending in local and familiar markets generally supported maintenance of relatively favorable credit quality measures. However, with the onset of the national recession and resulting financial crisis, the Bank experienced some deterioration in credit quality. Over the past five and one-quarter fiscal years, PCSB Bank’s balance of non-performing assets ranged from a high of $22.8 million or 2.35% of assets at fiscal yearend 2013 to a low of $9.8 million or 0.78% of assets at September 30, 2016. As shown in Exhibit I-12, non-performing assets at September 30, 2016 consisted of $8.7 million of non-accruing loans and $1.1 million of real estate owned. Accruing troubled-debt restructurings

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	I.16

totaled $19.2 million at September 30, 2016 compared to a peak balance of $35.6 million at fiscal yearend 2013. Most of the reduction in the balance of non-performing loans since fiscal yearend 2013 was due to a decline in non-accruing commercial real estate loans, which declined from a peak balance of $7.4 million at fiscal yearend 2013 to $307,000 at September 30, 2016.

To track the Bank’s asset quality and the adequacy of valuation allowances, PCSB Bank has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Classified assets are reviewed monthly by senior management and the Board. The loan portfolio is also reviewed by an independent third party. Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets. As of September 30 2016, the Bank maintained loan loss allowances of $4.1 million, equal to 0.53% of total loans receivable and 46.50% of non-performing loans.

Funding Composition and Strategy

Deposits have consistently served as the Bank’s primary funding source and at September 30, 2016 deposits accounted for 99.02% of PCSB Bank’s combined balance of deposits and borrowings. Exhibit I-13 sets forth the Bank’s deposit composition for the past three and one-quarter fiscal years. Transaction and savings account deposits constituted 71.24% of total deposits at September 30, 2016, as compared to 73.68% of total deposits at June 30, 2014. The slight decrease in the concentration of core deposits comprising total deposits since fiscal yearend 2014 was realized through comparatively stronger growth of CDs relative to growth of core deposits. Since fiscal yearend, savings account deposits have been the largest source of core deposit growth for the Bank and savings account deposits comprise the largest concentration of the Bank’s core deposits. As of September 30, 2106, savings account deposits totaled $520.1 million or 65.4% of core deposits.

The balance of the Bank’s deposits consists of CDs, which equaled 28.76% of total deposits at September 30, 2016 compared to 26.32% of total deposits at June 30, 2014. PCSB Bank’s current CD composition reflects a higher concentration of long-term CDs (maturities of more than year). The CD portfolio totaled $321.1 million at September 30, 2016 and $176.4 million or 54.94% of the CDs were scheduled to mature in more than one year. Exhibit I-14 sets forth the maturity schedule of the Bank’s CDs as of September 30, 2016. As of September 30,

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	I.17

2016, jumbo CDs (CD accounts with balances of $100,000 or more) amounted to $144.6 million or 45.01% of total CDs.

Borrowings serve as an alternative funding source for the Bank to facilitate management of funding costs and interest rate risk. The Bank maintained $11.1 million of FHLB advances at September 30, 2016 with a weighted average rate of 1.50%. FHLB advances held by the Bank at September 30, 2016 consisted of $7.0 million of short-term advances with original maturities ranging from 10 to 16 months and a $4.1 million amortizing advance with a balloon payment of $2.8 million in 2016. As of September 30, 2016, the Bank had $202.3 million of available borrowing capacity with the FHLB of New York and an $80.8 million available line of credit with the Federal Reserve Bank of New York’s discount window program. Exhibit I-15 provides further detail of the Bank’s borrowings activities for the past three and one-quarter fiscal years.

Subsidiary Activity

Upon completion of the conversion, the Bank will be the sole and wholly owned subsidiary of PCSB Financial.

PCSB Bank has three wholly-owned subsidiaries: PCSB Commercial Bank, PCSB Funding Corp. and PCSB Realty Ltd. PCSB Commercial Bank, a New York chartered commercial bank, is authorized to accept deposits from New York municipalities. PCSB Funding Corp., a Delaware corporation, is a real estate investment trust that holds certain mortgage assets. PCSB Realty Ltd., a New York corporation, holds title to real estate properties foreclosed upon by PCSB Bank.

Legal Proceedings

The Banky 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.

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II. MARKET AREA

Introduction

PCSB Bank is headquartered in Yorktown Heights, New York and currently serves the Lower Hudson Valley region of the New York metropolitan area through 15 full-service banking offices and an administrative office. The branches are located in the New York counties of Westchester (eight offices), Putnam (three offices), Dutchess (three offices) and Rockland (one office) Details regarding the Bank’s office properties are set forth in Exhibit II-1.

With operations in a major metropolitan area, the Bank’s competitive environment includes a significant number of thrifts, commercial banks and other financial services companies, some of which have a regional or national presence and are larger than the Bank in terms of deposits, loans, scope of operations, and number of branches. These institutions also have greater resources at their disposal than the Bank. The New York MSA has a highly developed economy, with a relatively high concentration of skilled workers.

Future growth opportunities for PCSB Bank depend on the future growth and stability of the local and regional economy, demographic growth trends and the nature and intensity of the competitive environment. These factors have been briefly examined to help determine the growth potential that exists for the Bank, the relative economic health of the Bank’s market area, and the resultant impact on value.

National Economic Factors

The future success of the Bank’s operations is partially dependent upon various national and local economic trends. In assessing national economic trends over the past few quarters, manufacturing activity expanded for a second straight month in April 2016; although, at a slightly slower pace with an index reading of 50.8%. April service sector activity recorded stronger growth, based on an index reading of 55.7. The U.S. economy added 160,000 jobs in April, which came in below expectations, and the April unemployment rate remained at 5.0%. Retail sales for April surged 1.3%, which was the highest level of retail sales in more than a year. Housing demand showed signs of firming up in April, as housing starts showed a healthy increase of 6.6%, existing home sales rose 1.7% and new home sales surged 16.6%. New home sales recorded for April was the strongest month since 2008 and the median home price for a new home rose to a record high of $321,000 in April. Other indications that the U.S.

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economy was gaining traction included a 1.0% increase in April consumer spending, which was the biggest one month jump since August 2009, and manufacturing activity expanded at a slightly faster pace in May with an index reading of 51.3. Comparatively, service sector activity expanded a lower rate in May with an index reading of 52.9 and the May employment report suggested that the U.S. economy may be slowing. Employers added just 38,000 jobs in May, which was the fewest jobs added in more than five years. While the May unemployment rate dropped to 4.7%, which was the lowest unemployment rate since November 2007, the decrease was attributable to nearly a half-million jobless Americans stopped looking for work during May. Notwithstanding the weak job growth reported for May, retail sales showed a healthy increase of 0.5% in May. Housing starts declined 0.3% in May, suggesting the supply of new homes could have trouble keeping up with steady demand. Sales of new single-family homes declined 6.0% in May, versus a 1.8% increase in May existing home sales. Manufacturing activity expanded for a fourth consecutive month in June with a slightly higher index reading of 53.2. Service sector activity for June also accelerated in June with an index reading of 56.5, which was the highest reading since November 2015. June employment data eased fears about a downturn in the U.S. economy, as employers added a stronger-than-expected 287,000 jobs in June. The unemployment rate for June ticked up to 4.9%. June housing starts were up 4.8% compared to May. Home sales for June also pointed towards a healthy market for housing, with June existing and new home sales showing increases of 1.1% and 3.5%, respectively. Second quarter GDP increased at a 1.2% annualized rate, which was less than forecasted and only slightly above the first quarter growth rate.

Manufacturing and service sector activity expanded at slightly lower rates in July 2016, with respective index readings of 52.6 and 55.5. The U.S. economy added a better-than-expected 255,000 jobs in July, while the July unemployment rate held steady at 4.9%. Retail sales for July showed little change compared to June. Housing starts were up 2.1% in July and July new home sales were up a solid 12.1% compared to the June. However, July existing home sales fell 3.2%, suggesting that higher home prices were reducing housing demand. Durable-goods orders for July rose 4.4%, which was the largest monthly jump since October 2015. Readings for manufacturing and service activity in August signaled a slowing U.S. economy, as August manufacturing activity contracted and August service sector activity expanded at a slower rate. Job growth also slowed in August, with a monthly gain of 151,000 jobs. The August unemployment rate remained at 4.9%. A 0.3% decline in August retail sales provided another indication of a slowing U.S. economy. Both new and existing home sales were also lower in August, while durable-goods orders were unchanged for August.

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	II.3

Manufacturing activity for September rebounded with an index reading of 51.5. Likewise, service sector activity for September picked-up as well with an index reading of 57.1. Comparatively, September employment data was fairly stagnant, as employers added 156,000 jobs in September and the unemployment rate edged up to 5.0% as more people entered the labor force. Retail sales increased 0.4% in September, keeping the Federal Reserve on a path to raise interest rates in 2016. September data for housing showed a pick-up in home demand, as September existing and new home sales rebound 3.2% and 3.1%, respectively, from the previous month. Pending home sales were also up 1.5% in September. Third quarter GDP growth provided another indication that the U.S. economy was gaining traction, as third quarter GDP increased at an annual rate of 2.9%.

Manufacturing activity picked up slightly in October 2016 with an index reading of 51.9. Comparatively, service sector activity for October expanded at a slower rate with an index reading of 54.8. Employers added 161,000 jobs in October and the unemployment rate for October ticked down to 4.9%, which was due to a decline in the number of people participating in the workforce. Notably, wage gains for October were the strongest since 2009 and, thereby, keeping the Federal Reserve on a pace for a December rate hike.

In terms of interest rates trends over the past few quarters, the 10-year Treasury yield hovered around 1.75% during the first half of April 2016, as minutes of the Federal Reserve’s March policy meeting signaled that an interest rate increase in April was unlikely. Long-term Treasury yields edged up slightly during the second half of April, with the Federal Reserve concluding its late-April policy meeting leaving interest rates unchanged and remaining ambiguous about raising interest rates in June. Weaker-than-expected job growth reflected in the April employment data contributed to the 10-year Treasury yield dipping back down to 1.75% through mid-May. Signals from the Federal Reserve that an interest rate hike at its June policy meeting was still in-play factored into long-term Treasury yields ticking up going into the second half of May. Investors bought Treasury bonds in early-June on the much weaker-than-expected jobs report for May, as the anemic job growth reflected in the May employment data reduced expectations that the Federal Reserve would push up rates at its mid-June meeting. As expected, the Federal Reserve concluded it mid-June policy meeting holding short-term interest rates steady and lowered projections of how much they would raise rates in the coming years. Long-term Treasury yields stabilized heading into the second half of June, which was followed by a sharp decline in the 10-year Treasury yield in late-June as investors worried about the economic and political consequences of Britain’s vote to leave the European Union.

RP® Financial, LC.	MARKET AREA
	II.4

In early-July 2016, investors continued to sell risky assets in favor of safe haven investments, which drove the yield on the 10-year Treasury to a record low of 1.37%. Long-term Treasury yields rose going into mid-July, as investors moved back into riskier assets on the heels of the strong job growth reported for June. During the second half of July and into early-August, long-term Treasury yields remained fairly stable, as the Federal Reserve concluded its late-July policy meeting keeping its target interest rate unchanged as expected. Long-term Treasury yields remained fairly stable throughout August and into-early September. Going into the second half of September the 10-year Treasury yield edged higher ahead of the Federal Reserve’s policy meeting. The Federal Reserve concluded its September meeting leaving interest rates unchanged, but signaled it expected to raise rates before the end of the year. Following the Federal Reserve meeting, the 10-year Treasury yield edged backed below 1.60% in late-September. Stronger readings for September manufacturing and service sector activity helped to push the 10-year Treasury yield above 1.70% in mid-October. Long-term Treasury yields continued to edge higher going into late-October, as signs of inflation ticking up pushed the 10-year Treasury yield to its highest level in four months. The Federal Reserve concluded its early-November policy meeting leaving interest rates unchanged, but noted that inflation had increased somewhat and left the door open for a rate increase in December. Interest rates stabilized ahead of the Presidential election and then surged higher followings the election, based on expectations that there would be an increase in government spending and a pick-up in inflation under the Trump administration. As of November 11, 2016, the bond equivalent yields for U.S. Treasury bonds with terms of one and ten years equaled 0.72% and 2.15%, respectively, versus comparable year ago yields of 0.51% and 2.32%. Exhibit II-2 provides historical interest rate trends.

Based on the consensus outlook of economists surveyed by The Wall Street Journal in October 2016, GDP growth was projected to come in at 1.8% in 2016 and increase to 2.2% in 2017. The unemployment rate was forecasted to equal 4.8% in December 2016 and to decrease slightly to 4.7% in June 2017. An average of 165,000 jobs were projected to be added per month during 2016. The majority of economists believed the next interest rate hike by the Federal Reserve would occur in December 2016 and, on average, the economists forecasted that the 10-year Treasury yield would equal 1.81% by the end of 2016 and increase to 2.30% by the end of 2017. The surveyed economists also forecasted home prices would rise 5.1% in 2016 and increase an additional 4.4% in 2017. Housing starts were forecasted to increase slightly in 2016 and continue to trend higher in 2017.

RP® Financial, LC.	MARKET AREA
	II.5

The October 2016 mortgage finance forecast from the Mortgage Bankers Association (the “MBA”) was for 2016 existing and new home sales to increase by 3.4% and 15.9%, respectively. The MBA forecast showed a 6.7% increase in the median sales price for existing homes in 2016 and a 2.8% increase in the median sales price for new homes in 2016. Total mortgage production was forecasted to increase to $1.891 trillion in 2016, compared to $1.679 trillion in 2015. The forecasted increase in 2016 originations was based on a 9.6% increase in purchase volume and a 16.1% increase in refinancing volume. Purchase mortgage originations were forecasted to total $990 billion in 2016, versus refinancing volume totaling $901 billion. Housing starts for 2016 were projected to increase by 5.1% to total $1.165 billion.

Market Area Demographics

Demographic and economic growth trends, measured by changes in population, number of households, age distribution and median household income, provide key insight into the health of the market area served by PCSB Bank. Demographic data for Dutchess, Putnam, Rockland and Westchester Counties, as well as for New York, and the U.S., is provided in Table 2.1.

Population data indicates growth trends for the primary market area counties have been somewhat varied over the past six years. For the 2010 to 2016 period, Rockland County recorded the strongest growth with an annual growth rate of 0.9%. Comparatively, Dutchess and Putnam Counties experienced slight declines in population over the six year period. Westchester County, which is the closest in proximity to New York City and most densely populated market served by the Bank’s branches recorded annual population growth of 0.5% over the past six years. Comparative population growth rates for the U.S. and New York equaled 0.7% and 0.4%, respectively.

Household growth rates for the primary market area counties paralleled population growth trends, with Rockland County displaying the highest household growth rate and Putnam and Dutchess Counties exhibiting the lowest household growth rate during the 2010 to 2016 period. Over the next six years, population and household growth rates for the primary area counties are projected to remain fairly consistent with growth trends recorded over the past six years.

RP® Financial, LC.	MARKET AREA
	II.6

Table 2.1

PCSB Bank

Summary Demographic/Economic Data

	Year						Growth Rate
	2010		2016		2022		2010-2016		2016-2022
							(%)		(%)
Population (000)
USA		308,746		322,431		337,393		0.7%		0.8%
New York		19,378		19,853		20,287		0.4%		0.4%
Dutchess, NY		297		296		296		-0.1%		0.0%
Putnam, NY		100		99		99		-0.1%		-0.1%
Rockland, NY		312		328		342		0.9%		0.7%
Westchester, NY		949		980		1,008		0.5%		0.5%
Households (000)
USA		116,716		122,265		128,247		0.8%		0.8%
New York		7,318		7,544		7,745		0.5%		0.4%
Dutchess, NY		108		109		109		0.1%		0.1%
Putnam, NY		35		35		36		0.1%		0.1%
Rockland, NY		99		104		108		0.8%		0.7%
Westchester, NY		347		360		372		0.6%		0.6%
Median Household Income ($)
USA		NA		55,551		61,642		NA		1.7%
New York		NA		60,445		65,981		NA		1.5%
Dutchess, NY		NA		73,260		78,306		NA		1.1%
Putnam, NY		NA		99,256		110,213		NA		1.8%
Rockland, NY		NA		82,412		92,414		NA		1.9%
Westchester, NY		NA		86,168		93,737		NA		1.4%
Per Capita Income ($)
USA		NA		30,002		34,068		NA		2.1%
New York		NA		34,045		38,286		NA		2.0%
Dutchess, NY		NA		36,889		40,576		NA		1.6%
Putnam, NY		NA		44,621		51,791		NA		2.5%
Rockland, NY		NA		35,151		40,659		NA		2.5%
Westchester, NY		NA		48,416		55,031		NA		2.2%
2016 Age Distribution (%)	0-14 Yrs.		15-34 Yrs.		35-54 Yrs.		55-69 Yrs.		70+ Yrs.
USA		19.0		27.2		26.0		17.8		10.0
New York		17.6		27.7		26.4		17.9		10.4
Dutchess, NY		15.6		26.9		26.9		19.8		10.8
Putnam, NY		16.2		23.8		28.9		21.0		10.1
Rockland, NY		22.8		26.0		23.9		16.9		10.4
Westchester, NY		18.3		24.7		27.3		18.4		11.3
2016 HH Income Dist. (%)	Less Than 25,000		$25,000 to 50,000		$50,000 to 100,000		$100,000+
USA		22.7		23.4		29.6		24.3
New York		22.7		20.6		27.9		28.8
Dutchess, NY		15.6		19.0		30.7		34.7
Putnam, NY		10.7		12.5		27.2		49.6
Rockland, NY		17.5		14.8		26.9		40.8
Westchester, NY		15.7		15.9		24.6		43.8
Source: SNL Financial, LC.

RP® Financial, LC.	MARKET AREA
	II.7

Income measures show that Putnam County is an affluent market, with household and per capita income measures well above the comparable New York and U.S. measures. Similarly, household and per capita income measures for Westchester County also exceeded the U.S. and State measures by a considerable amount and, to a lesser degree, as was the case with Dutchess County and Rockland County. With the exception of Dutchess County, the primary market area counties are projected to sustain growth in income levels that are comparable to or slightly higher than the comparable projected growth rates for New York and the U.S.

A comparison of household income distribution measures provides another indication of the relative affluence of the primary market area counties. All of the primary market area counties maintained a higher percentage of households with incomes above $100,000 compared to the U.S. and New York, ranging from a low of 34.7% for Dutchess County to a high of 49.6% for Putnam County. Age distribution measures for the primary market area counties were fairly similar to the comparable U.S. and New York measures.

Regional Economy

Comparative employment data shown in Table 2.2 shows that employment in services followed by wholesale/retail employment were the largest and second largest employment sectors in all four of the primary market area counties, as well as New York. Healthcare jobs were the third largest employment sector for Westchester and Putnam Counties, while government jobs were the third largest employment sector for Dutchess and Rockland Counties. Westchester County maintained a comparatively higher level of employment in the finance/insurance/real estate sector, while Dutchess County maintained a relatively high concentration of employment in the manufacturing sector. Overall, the distribution of employment exhibited in the primary market area is indicative of a diverse economic environment.

Table 2.2

PCSB Bank

Primary Market Area Employment Sectors

(Percent of Labor Force)

Employment Sector	New York		Dutchess County		Putnam County		Rockland County		Westchester County
	(% of Total Employment)
Services		34.2%		32.1%		37.3%		35.5%		32.7%
Healthcare		10.8%		9.5%		10.2%		7.6%		11.8%
Government		5.9%		9.7%		4.9%		9.7%		6.0%
Wholesale/Retail Trade		23.4%		21.5%		24.0%		23.0%		23.0%
Finance/Insurance/Real Estate		8.8%		6.1%		4.7%		5.6%		8.3%
Manufacturing		7.0%		9.4%		5.6%		7.7%		7.2%
Construction		3.5%		4.7%		7.1%		4.2%		4.5%
Information		1.1%		0.7%		0.3%		0.7%		0.7%
Transportation/Utility		3.5%		4.0%		2.7%		3.7%		3.5%
Agriculture		0.8%		1.5%		1.9%		1.4%		1.0%
Other		1.0%		0.7%		1.3%		0.8%		1.2%
		100.0%		100.0%		100.0%		100.0%		100.0%

Source: SNL Financial

RP® Financial, LC.	MARKET AREA
	II.8

The market area served by the Company, characterized primarily as the New York, Hudson Valley MSA, has a highly developed and diverse economy, especially given the proximity to New York City. Healthcare, high-tech and retail companies constitute major sources of employment in the Bank’s regional market area. Tourism also is a prominent component of a nearby market area, as New York City annually ranks as one of the nation’s top tourist destinations. Table 2.3 lists in detail the major employers in the Hudson Valley region of the New York metropolitan area.

Table 2.3

PCSB Bank

Market Area Largest Employers

Company/Institution	Industry
Crystal Run Healthcare	Health Care
Home Depot	Office Supplies
IBM Corp.	Technology
Nyack Hospital	Health Care
Orange Regional Medical Center	Health Care
Regeneron Pharmaceuticals, Inc	Health Care
ShopRite Supermarkets	Retail
Stop & Shop Supermarkets	Retail
Wal-Mart Stores, Inc.	Retail
Westchester Medical Center	Health Care
Source: Division of Research & Statistics analysis of infoUSA ARC employer database and publicly available information.

Unemployment Trends

Comparative unemployment rates for Dutchess, Putnam, Rockland and Westchester Counties, as well as for the U.S. and New York, are shown in Table 2.4. September 2016 unemployment rates for primary market area counties ranged from a low of 4.1% for Putnam County to a high of 4.4% for Westchester County. Comparative unemployment rates for the U.S. and New York were 4.8% and 5.1%, respectively. Consistent with the national trend, Dutchess, Putnam, Rockland and Westchester Counties reported lower unemployment rates for September 2016 compared to a year ago. Comparatively, New York reported a higher unemployment rate for September 2016 compared to a year ago.

RP® Financial, LC.	MARKET AREA
	II.9

Table 2.4

PCSB Bank

Unemployment Trends

Region	September 2015 Unemployment	September 2016 Unemployment
USA	4.9%	4.8%
New York	4.8%	5.1%
Dutchess, NY	4.4%	4.2%
Putnam, NY	4.3%	4.1%
Rockland, NY	4.5%	4.3%
Westchester, NY	4.5%	4.4%
Source: U.S. Bureau of Labor Statistics.

Market Area Deposit Characteristics and Competition

The Bank’s deposit base is closely tied to the economic fortunes of Dutchess, Putnam, Rockland, and Westchester Counties and, in particular, the areas that are nearby to one of PCSB Bank’s branches. Table 2.5 displays deposit market trends from June 30, 2011 through June 30, 2016 for all commercial bank and savings institution branches located in the market area counties and the state of New York. Consistent with the state of New York, commercial banks maintained a larger market share of deposits than savings institutions in all four counties. Overall, from June 30, 2011 to June 30, 2016, bank and thrift deposits increased in all market area counties, except for Putnam County, ranging from an annual growth rate of 7.4% in Dutchess County to 13.3% in Westchester County. Putnam County bank and thrift deposits declined at a 12.2% annual rate during the five year period covered in Table 2.5.

The Bank maintains its largest balance of deposits in Westchester County, where the Bank maintains its largest branch presence. Based on June 30, 2016 deposit data, PCSB Bank’s $554.4 million of deposits provided for a 0.6% market share of bank and thrift deposits in Westchester County. The Bank also held $126.3 million of deposits in Dutchess County with a 2.2% market share, $423.4 million of deposits in Putnam County with a 20.7% market share and $16.8 million of deposits in Rockland County with a 0.1% market share. During the five year period covered in Table 2.5, PCSB Bank gained deposit market share in Putnam and Rockland Counties while the Bank’s deposit market share declined in Dutchess and Westchester Counties.

RP® Financial, LC.	MARKET AREA
	II.10

Table 2.5

PCSB Bank

Deposit Summary

	As of June 30,
	2011							2016						Deposit Growth Rate 2011-2016
	Deposits		Market Share			No. of Branches		Deposits		Market Share		No. of Branches
	(Dollars in Thousands)													(%)
New York	$	990,174,454		100.0	%		5,498	$	1,510,939,930		100.0%		5,175		8.8%
Commercial Banks		912,404,938		92.1	%		4,608		1,441,220,122		95.4%		4,431		9.6%
Savings Institutions		77,769,516		7.9	%		890		69,719,808		4.6%		744		-2.2%
Dutchess County	$	3,946,437		100.0	%		93	$	5,650,013		100.0%		91		7.4%
Commercial Banks		3,200,292		81.1	%		71		4,748,584		84.0%		69		8.2%
Savings Institutions		746,145		18.9	%		22		901,429		16.0%		22		3.9%
PCSB Bank		111,382		2.8	%		3		126,258		2.2%		3		2.5%
Putnam County	$	3,914,274		100.0	%		28	$	2,046,565		100.0%		28		-12.2%
Commercial Banks		3,392,964		86.7	%		23		1,623,130		79.3%		25		-13.7%
Savings Institutions		521,310		13.3	%		5		423,435		20.7%		3		-4.1%
PCSB Bank		379,164		9.7	%		3		423,435		20.7%		3		2.2%
Rockland County	$	8,342,672		100.0	%		105	$	14,242,204		100.0%		93		11.3%
Commercial Banks		7,950,419		95.3	%		99		13,978,903		98.2%		85		11.9%
Savings Institutions		392,253		4.7	%		6		263,301		1.8%		8		-7.7%
PCSB Bank									16,840		0.1%		1		NA
Westchester County	$	46,656,079		100.0	%		379	$	86,994,604		100.0%		347		13.3%
Commercial Banks		36,527,188		78.3	%		326		80,374,557		92.4%		312		17.1%
Savings Institutions		10,128,891		21.7	%		53		6,620,047		7.6%		35		-8.2%
PCSB Bank		369,229		0.8	%		3		554,350		0.6%		8		8.5%

Source: FDIC.

Competition among financial institutions in the Bank’s market area is significant. Among the Bank’s competitors are much larger and more diversified institutions, which have greater resources than maintained by PCSB Bank. Financial institution competitors in the Bank’s primary market area include other locally based thrifts and banks, as well as regional, super regional and money center banks. From a competitive standpoint, PCSB Bank has sought to emphasize its community orientation in the markets served by its branches. Table 2.6 lists the Bank’s largest competitors in the market area counties, based on deposit market share as noted parenthetically.

RP® Financial, LC.	MARKET AREA
	II.11

Table 2.6

PCSB Bank

Market Area Deposit Competitors

Location	Name	Market Share		Rank
Dutchess County	Citizens Financial Group Inc. (RI)		20.48%
	JPMorgan Chase & Co. (NY)		11.86%
	M&T Bank Corp. (NY)		11.57%
	Rhinebeck Bancrop MHC (NY)		10.48%
	PCSB Bank (NY)		2.23%		12 out of 18
Putnam County	Tompkins Financial Corporation (NY)		24.37%
	PCSB Bank (NY)		20.69%		2 out of 11
	JPMorgan Chase & Co. (NY)		11.53%
	M&T Bank Corp. (NY)		10.42%
	Wells Fargo & Co. (NY)		9.35%
Rockland County	Sterling Bancorp (NY)		36.46%
	JPMorgan Chase & Co. (NY)		21.46%
	M&T Bank Corp. (NY)		11.74%
	KeyCorp (OH)		9.17%
	PCSB Bank (NY)		0.12%		14 out of 15
Westchester County	JPMorgan Chase & Co. (NY)		26.55%
	Citigroup Inc. (NY)		13.86%
	New York Private Bk & Tr Corp. (NY)		9.26%
	Wells Fargo & Co. (CA)		9.15%
	PCSB Bank (NY)		0.64%		17 out of 31
Source: SNL Financial.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.1

III. PEER GROUP ANALYSIS

This chapter presents an analysis of PCSB Bank’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 PCSB 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 PCSB Bank, 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 the NYSE or NASDAQ, 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 the NYSE 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 80 fully-converted publicly-traded 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 PCSB Bank will be a fully-converted public company upon completion of the offering, we considered only fully-converted

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.2

public companies to be viable candidates for inclusion in the Peer Group. From the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of PCSB Bank. In the selection process, we applied three “screens” to the universe of all public companies that were eligible for consideration:

• Screen #1 Mid-Atlantic institutions with assets between $650 million and $2.0 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings and core return on average equity ratios of less than 10.0%. Five companies met the criteria for Screen #1 and four were included in the Peer Group: Clifton Bancorp, Inc. of New Jersey, ESSA Bancorp, Inc. of Pennsylvania, Malvern Bancorp, Inc. of Pennsylvania and Pathfinder Bancorp, Inc. of New York. Severn Bancorp, Inc. of Maryland met the selection criteria, but was excluded on the basis of earnings being distorted by a reversal of a $10.8 million valuation allowance recorded against its net deferred tax asset. Exhibit III-2 provides financial and public market pricing characteristics of all publicly-traded Mid-Atlantic thrifts.

• Screen #2 New England institutions with assets between $650 million and $2.0 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings and core return on average equity ratios of less than 10.0%. Four companies met the criteria for Screen #2 and three were included in the Peer Group: BSB Bancorp, Inc. of Massachusetts, SI Financial Group, Inc. of Connecticut and Wellesley Bancorp, Inc. of Massachusetts. Western New England Bancorp, Inc. of Massachusetts met the selection criteria, but was excluded due its recently completed acquisition of Chicopee Bancorp, Inc. that is not reflected in the historical data used in our analysis for the peer group companies. Exhibit III-3 provides financial and public market pricing characteristics of all publicly-traded New England thrifts.

• Screen #3 Midwest institutions with assets between $650 million and $2.0 billion, tangible equity-to-assets ratios of greater than 7.5%, positive core earnings and core return on average equity ratios of less than 10.0%. Three companies met the criteria for Screen #3 and all three were included in the Peer Group: First Capital, Inc. of Indiana, HMN Financial, Inc. of Minnesota and Waterstone Financial, Inc. of Wisconsin. Exhibit III-4 provides financial and public market pricing characteristics of all publicly-traded Midwest thrifts.

Table 3.1 shows the general characteristics of each of the ten Peer Group companies and Exhibit III-5 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 PCSB Bank, 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 PCSB Bank’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.3

Table 3.1

Peer Group of Publicly-Traded Thrifts

As of September 30, 2016

As of       November 11, 2016

Ticker

Financial Institution

Exchange

City

State

Total Assets

Offices

Fiscal Year End

Conv. Date

Stock Price

Market         Value

($Mil)

($)

($Mil)

BLMT

BSB Bancorp, Inc.

NASDAQ

Belmont

MA

2,074

7

Dec

10/5/2011

26.00

236.65

CSBK

Clifton Bancorp Inc.

NASDAQ

Clifton

NJ

1,312

12

Mar

4/2/2014

16.25

374.50

ESSA

ESSA Bancorp, Inc.

NASDAQ

Stroudsburg

PA

1,772

27

Sep

4/4/2007

14.34

163.38

FCAP

First Capital, Inc.

NASDAQ

Corydon

IN

742

17

Dec

1/4/1999

31.36

104.67

HMNF

HMN Financial, Inc.

NASDAQ

Rochester

MN

686

13

Dec

6/30/1994

15.36

68.94

MLVF

Malvern Bancorp, Inc.

NASDAQ

Paoli

PA

821

9

Sep

10/12/2012

18.40

120.71

PBHC

Pathfinder Bancorp, Inc.

NASDAQ

Oswego

NY

717

18

Dec

10/17/2014

12.38

52.36

SIFI

SI Financial Group, Inc.

NASDAQ

Willimantic

CT

1,538

25

Dec

1/13/2011

14.10

172.16

WSBF

Waterstone Financial, Inc.

NASDAQ

Wauwatosa

WI

1,795

13

Dec

1/23/2014

17.60

517.19

WEBK

Wellesley Bancorp, Inc.

NASDAQ

Wellesley

MA

666

6

Dec

1/26/2012

24.50

60.23

Source: SNL Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.4

Group as of the most recent publicly available date. Comparative data for all publicly-traded thrifts and publicly-traded New York thrifts have been included in the Chapter III tables as well.

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 PCSB Bank’s characteristics is detailed below.

• BSB Bancorp, Inc. of Massachusetts. Selected due to similar impact of loan loss provisions on earnings, limited earnings contribution from sources of non-interest operating income, lending diversification emphasis on multi-family/commercial real estate loans and similar ratio of non-performing loans as a percent of loans.

• Clifton Bancorp, Inc. of New Jersey. Selected due to similar asset size, similar size of branch network, similar interest-earning asset composition, similar impact of loan loss provisions on earnings, limited earnings contribution from sources of non-interest operating income and lending diversification emphasis on multi-family/commercial real estate loans.

• ESSA Bancorp, Inc. of Pennsylvania. Selected due to similar net interest income to average assets ratio, similar impact of loan loss provisions on earnings, similar ratio of operating expenses as a percent of average assets and similar ratio of non-performing assets as a percent of assets.

• First Capital, Inc. of Indiana. Selected due to similar size of branch network, similar interest-bearing funding composition, similar concentration of mortgage-backed securities and 1-4 family loans as a percent of assets, lending diversification emphasis on multi-family/commercial real estate loans and similar ratio of non-performing assets as a percent of assets.

• HMN Financial, Inc. of Minnesota. Selected due to similar size of branch network, similar interest-bearing funding composition and largest loan portfolio concentration consists of multi-family/commercial real estate loans.

• Malvern Bancorp, Inc. of Pennsylvania. Selected due to similar impact of loan loss provisions on earnings and lending diversification emphasis on multi-family/commercial real estate loans.

• Pathfinder Bancorp, Inc. of New York. Selected due to similar size of branch network, similar interest-earning asset composition, similar impact of loan loss provisions on earnings and lending diversification emphasis on multi-family/commercial real estate loans.

• SI Financial Group, Inc. of Connecticut. Selected due to similar asset size, similar net interest income to average assets ratio, similar impact of loan loss provisions on earnings and lending diversification emphasis on multi-family/commercial real estate loans.

• Waterson Financial, Inc. of Wisconsin. Selected due to similar size of branch network, largest concentration of loan portfolio consists of multi-family/commercial real estate loans and similar ratio of non-performing assets as a percent of assets.

• Wellesley Bancorp, Inc. of Massachusetts. Selected due to limited earnings contribution from sources of non-interest operating income, similar ratio of operating expenses as a

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.5

percent of average assets and lending diversification emphasis on multi-family/commercial real estate loans.

In aggregate, the Peer Group companies maintained a slightly higher level of tangible equity than the industry average (11.94% of assets versus 12.22% for all public companies), generated slightly lower core earnings as a percent of average assets (0.64% core ROAA versus 0.74% for all public companies), and earned a slightly lower core ROE (5.17% core ROE versus 6.19% for all public companies). Overall, the Peer Group’s average P/TB ratio and average core P/E multiple were slightly below the respective averages for all publicly-traded thrifts.

	All Publicly-Traded		Peer Group
Financial Characteristics (Averages)
Assets ($Mil)		$3,066		$1,212
Market capitalization ($Mil)		$509		$187
Tangible equity/assets (%)		12.22%		11.94%
Core return on average assets (%)		0.74		0.64
Core return on average equity (%)		6.19		5.17
Pricing Ratios (Averages)(1)
Core price/earnings (x)		19.38x		18.42x
Price/tangible book (%)		130.63%		120.40%
Price/assets (%)		14.84		14.65

(1) Based on market prices as of November 11, 2016.

Ideally, the Peer Group companies would be comparable to PCSB Bank 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 PCSB Bank, as will be highlighted in the following comparative analysis.

Financial Condition

Table 3.2 shows comparative balance sheet measures for PCSB 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 September 30, 2016. PCSB Bank’s equity-to-assets ratio of 8.88% was less than the Peer Group’s average net worth ratio of 12.34%. With the infusion of the net conversion proceeds, the Bank’s pro forma

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.6

Table 3.2

Balance Sheet Composition and Growth Rates

Comparable Institution Analysis

As of September 30, 2016

			Balance Sheet as a Percent of Assets																														Balance Sheet Annual Growth Rates																					Regulatory Capital
			Cash & Equivalents			MBS & Invest			BOLI			Net Loans (1)			Deposits			Borrowed Funds			Sub. Debt			Total Equity			Goodwill & Intang			Tangible Equity			Assets			MBS, Cash & Investments			Loans (1)			Deposits			Borrows. &Subdebt			Total Equity			Tangible Equity			Tier 1 Leverage			Tier 1 Risk-Based			Risk-Based Capital
PCSB Bank		NY
September 30, 2016				4.81	%		29.98	%		1.81	%		60.85	%		88.96	%		0.88	%		0.00	%		8.88	%		0.54	%		8.34	%		3.62	%		0.45	%		4.01	%		4.21	%		-17.46	%		0.89	%		0.90	%		8.85	%		13.89	%		14.39	%
All Public Companies
Averages				5.61	%		15.15	%		1.86	%		73.46	%		73.84	%		11.73	%		0.48	%		12.80	%		0.64	%		12.22	%		13.84	%		3.22	%		18.03	%		16.07	%		10.13	%		7.56	%		6.00	%		12.21	%		18.20	%		19.36	%
Medians				3.92	%		13.68	%		1.84	%		75.59	%		73.29	%		11.64	%		0.00	%		11.52	%		0.04	%		11.12	%		9.95	%		-0.73	%		14.49	%		11.44	%		0.00	%		3.57	%		3.27	%		11.09	%		15.49	%		16.32	%
State of   NY
Averages				4.93	%		11.51	%		1.25	%		78.74	%		75.42	%		12.47	%		0.95	%		9.84	%		1.25	%		8.59	%		5.72	%		-5.61	%		8.02	%		8.20	%		11.11	%		7.71	%		8.40	%		9.06	%		13.55	%		14.60	%
Medians				2.04	%		10.00	%		1.47	%		80.20	%		77.41	%		11.45	%		0.73	%		9.54	%		0.66	%		7.75	%		1.84	%		-3.63	%		7.22	%		3.04	%		-4.90	%		4.53	%		5.66	%		8.95	%		12.76	%		13.20	%
Comparable Group
Averages				4.92	%		17.93	%		1.74	%		72.38	%		72.36	%		13.73	%		0.41	%		12.34	%		0.40	%		11.94	%		17.81	%		17.28	%		19.90	%		18.67	%		118.12	%		5.86	%		5.48	%		12.76	%		18.04	%		19.15	%
Medians				3.51	%		14.03	%		1.48	%		72.94	%		73.61	%		14.87	%		0.00	%		10.50	%		0.11	%		9.40	%		13.37	%		7.76	%		17.37	%		11.63	%		13.46	%		6.30	%		6.28	%		11.51	%		17.04	%		18.27	%
Comparable Group
BLMT	BSB Bancorp, Inc.	MA		2.41	%		8.74	%		0.00	%		86.19	%		68.77	%		22.81	%		0.00	%		7.56	%		0.00	%		7.56	%		22.53	%		6.56	%		25.19	%		18.00	%		0.00	%		9.22	%		9.22	%		11.32	%		13.66	%		14.91	%
CSBK	Clifton Bancorp Inc.	NJ		1.73	%		25.04	%		4.64	%		67.18	%		58.86	%		17.11	%		0.00	%		23.08	%		0.00	%		23.08	%		13.72	%		-13.10	%		30.17	%		13.80	%		81.05	%		-10.46	%		-10.46	%		8.50	%		11.84	%		12.45	%
ESSA	ESSA Bancorp, Inc.	PA		2.53	%		22.90	%		2.06	%		68.79	%		68.54	%		20.31	%		0.00	%		9.95	%		0.92	%		9.03	%		10.33	%		8.95	%		10.62	%		10.77	%		12.36	%		2.96	%		0.50	%		13.41	%		18.58	%		19.84	%
FCAP	First Capital, Inc.	IN		11.58	%		33.58	%		0.95	%		49.71	%		88.77	%		0.00	%		0.00	%		10.61	%		1.05	%		9.56	%		55.64	%		152.11	%		20.51	%		63.63	%		0.00	%		32.06	%		32.12	%		14.16	%		20.23	%		21.48	%
HMNF	HMN Financial, Inc.	MN		5.05	%		11.80	%		0.00	%		79.70	%		86.37	%		1.31	%		0.00	%		10.91	%		0.19	%		10.73	%		10.78	%		-26.16	%		24.96	%		11.41	%		875.30	%		8.91	%		7.69	%		11.00	%		12.59	%		13.85	%
MLVF	Malvern Bancorp, Inc.	PA		11.78	%		13.68	%		2.24	%		69.91	%		73.31	%		14.37	%		0.00	%		11.52	%		0.00	%		11.52	%		25.25	%		-9.31	%		46.73	%		29.33	%		14.56	%		16.22	%		16.22	%		15.51	%		23.11	%		23.86	%
PBHC	Pathfinder Bancorp, Inc.	NY		3.30	%		26.04	%		1.59	%		65.16	%		77.41	%		11.45	%		2.09	%		8.27	%		0.66	%		7.60	%		18.10	%		30.87	%		14.24	%		11.84	%		182.48	%		-16.73	%		-17.90	%		11.69	%		21.65	%		22.91	%
SIFI	SI Financial Group, Inc.	CT		4.12	%		12.14	%		1.37	%		78.49	%		73.92	%		13.56	%		0.54	%		10.39	%		1.15	%		9.24	%		5.81	%		9.17	%		5.60	%		8.99	%		-6.82	%		3.80	%		4.75	%		10.11	%		15.49	%		16.70	%
WSBF	Waterstone Financial, Inc.	WI		3.03	%		14.37	%		3.41	%		75.98	%		53.24	%		21.06	%		0.00	%		22.82	%		0.03	%		22.78	%		2.88	%		-23.35	%		11.29	%		9.45	%		-12.91	%		4.85	%		4.86	%		22.66	%		31.06	%		32.25	%
WEBK	Wellesley Bancorp, Inc.	MA		3.72	%		10.96	%		1.09	%		82.66	%		74.42	%		15.36	%		1.47	%		8.31	%		0.00	%		8.31	%		13.02	%		37.08	%		9.68	%		9.52	%		35.17	%		7.75	%		7.75	%		9.28	%		12.21	%		13.29	%

(1) Includes loans held for sale.

(2) Ratios are based on the date of the most recent financial statements disclosed in the offering prospectus.

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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.7

equity-to-assets ratio should exceed the Peer Group’s equity-to-assets ratio. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 8.34% and 11.94%, respectively. The increase in PCSB Bank’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 PCSB Bank’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 PCSB Bank and the Peer Group. The Bank’s loans-to-assets ratio of 60.85% was lower than the comparable Peer Group ratio of 72.38%. Comparatively, the Bank’s cash and investments-to-assets ratio of 34.79% exceeded the comparable ratio for the Peer Group of 22.85%. Overall, PCSB Bank’s interest-earning assets amounted to 95.64% of assets, which was slightly above the comparable Peer Group ratio of 95.23%. The Peer Group’s non-interest earning assets included BOLI equal to 1.74% of assets and goodwill/intangibles equal to 0.41% of assets, while the Bank maintained BOLI equal to 1.81% of assets and goodwill and intangibles equal to 0.54% of assets.

PCSB Bank’s funding liabilities reflected a funding strategy that was somewhat similar to that of the Peer Group’s funding composition. The Bank’s deposits equaled 88.96% of assets, which was above the comparable Peer Group’s ratio of 72.36%. Comparatively, the Bank maintained a lower level of borrowings than the Peer Group, as indicated by borrowings-to-assets ratios of 0.88% and 14.14% for PCSB Bank and the Peer Group, respectively. Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 89.84% and 86.50%, respectively, with the Peer Group’s slightly lower ratio supported by maintenance of a higher capital position.

A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Bank’s IEA/IBL ratio is lower than the Peer Group’s ratio, based on IEA/IBL ratios of 106.46% and 110.09%, respectively. The additional capital realized from stock proceeds should serve to provide PCSB Bank with an IEA/IBL ratio that is comparable to or 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 funding assets and will be primarily deployed into interest-earning assets.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.8

The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. PCSB Bank’s growth rates are based on annualized growth rates for the 15 months ended September 30, 2016, while the Peer Group’s growth rates are based on annual growth rates for the twelve months ended September 30, 2016. PCSB Bank recorded a 3.62% increase in assets, versus a 17.81% increase in assets recorded by the Peer Group. Asset growth for the Peer Group was in part supported by an acquisition completed by ESSA Bancorp. Asset growth by the Bank was primarily sustained by a 4.01% increase in loans, which was supplemented with a 0.45% increase in cash and investments. Comparatively, the Peer Group recorded a 19.90% in loans and a 17.21% in cash and investments.

PCSB Bank’s asset growth was funded by a 4.21% increase in deposits, which also funded a 17.46% reduction in borrowings. Comparatively, asset growth for the Peer Group was funded through deposit growth of 18.67% and an 118.12% increase in borrowings. The Bank’s and the Peer Group’s tangible capital increased by 0.90% and 5.48%, respectively. 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, 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 September 30, 2016. PCSB Bank and the Peer Group reported net income to average assets ratios of 0.25% and 0.74%, respectively. A lower level of operating expenses represented an earnings advantage for the Bank, which was more than offset by earnings advantages maintained by the Peer Group with respect to a higher level of non-interest operating income, a lower level of loan loss provisions and a higher level of net gains.

The Bank and the Peer Group maintained similar net interest income ratios, as the Peer Group’s higher interest income ratio was offset by the Bank’s lower interest expense ratio. The Peer Group’s higher interest income ratio was supported by maintaining a higher overall yield earned on interest-earning assets (3.69% versus 3.34% for the Bank), which was partially offset by the Bank’s slightly higher concentration of assets maintained in interest-earning assets. Similarly, the Bank’s lower interest expense ratio was supported by maintaining a lower overall

RP® Financial, LC.	Peer Group Analysis
	Page III.9

Table 3.3

Income as Percent of Average Assets and Yields, Costs, Spreads

Comparable Institution Analysis

For the 12 Months Ended September 30, 2016

						Net Interest Income															Non-Interest Income									Non-Op. Items									Yields, Costs, and Spreads
			Net Income			Income			Expense			NII			Loss Provis. on IEA			NII After Provis.			Recurring Gain on Sale of Loans			Other Non-Int Income			Total Non-Int Expense			Net Gains/ Losses (2)			Extrao. Items			Provision for Taxes			Yield On IEA			Cost Of IBL			Yld-Cost Spread			MEMO: Assets/ FTE Emp.		MEMO: Effective Tax Rate
			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)					(%)
PCSB Bank		NY
September 30, 2016				0.25	%		3.20	%		0.40	%		2.80	%		0.15	%		2.65	%		0.00	%		0.17	%		2.41	%		-0.05	%		0.00	%		0.10	%		3.34	%		0.50	%		2.84	%		$7,342		27.94	%
All Public Companies
Averages				0.72	%		3.54	%		0.60	%		2.94	%		0.07	%		2.87	%		0.32	%		0.54	%		2.72	%		-0.01	%		0.00	%		0.27	%		3.78	%		0.86	%		2.87	%		$8,339		21.54	%
Medians				0.67	%		3.55	%		0.57	%		2.92	%		0.07	%		2.86	%		0.05	%		0.44	%		2.67	%		0.00	%		0.00	%		0.30	%		3.75	%		0.80	%		2.90	%		$6,698		33.01	%
State of     NY
Averages				0.54	%		3.56	%		0.70	%		2.86	%		0.07	%		2.79	%		0.25	%		0.43	%		2.55	%		-0.04	%		0.00	%		0.30	%		3.76	%		1.22	%		2.54	%		$9,207		31.61	%
Medians				0.48	%		3.56	%		0.79	%		2.92	%		0.07	%		2.81	%		0.08	%		0.51	%		2.74	%		0.03	%		0.00	%		0.16	%		3.78	%		1.03	%		2.95	%		$6,084		31.25	%
Comparable Group
Averages				0.74	%		3.49	%		0.68	%		2.81	%		0.10	%		2.71	%		0.74	%		0.43	%		2.89	%		0.02	%		0.00	%		0.22	%		3.69	%		0.84	%		2.84	%		$7,514		19.44	%
Medians				0.54	%		3.40	%		0.68	%		2.71	%		0.13	%		2.55	%		0.07	%		0.49	%		2.58	%		0.00	%		0.00	%		0.26	%		3.68	%		0.83	%		2.81	%		$5,673		31.25	%
Comparable Group
BLMT	BSB Bancorp, Inc.	MA		0.57	%		3.13	%		0.70	%		2.43	%		0.14	%		2.29	%		0.01	%		0.14	%		1.52	%		0.00	%		0.00	%		0.35	%		3.22	%		0.89	%		2.33	%		$18,033		37.97	%
CSBK	Clifton Bancorp Inc.	NJ		0.36	%		3.04	%		0.83	%		2.20	%		0.16	%		2.05	%		0.00	%		0.15	%		1.69	%		0.01	%		0.00	%		0.15	%		3.26	%		1.17	%		2.09	%		$11,513		29.72	%
ESSA	ESSA Bancorp, Inc.	PA		0.45	%		3.37	%		0.66	%		2.71	%		0.15	%		2.56	%		0.00	%		0.43	%		2.46	%		0.06	%		0.00	%		0.15	%		3.60	%		0.80	%		2.80	%		$5,792		25.05	%
FCAP	First Capital, Inc.	IN		0.89	%		3.43	%		0.24	%		3.19	%		0.06	%		3.13	%		0.16	%		0.66	%		2.67	%		-0.05	%		0.00	%		0.34	%		3.77	%		0.31	%		3.41	%		$4,457		27.75	%
HMNF	HMN Financial, Inc.	MN		0.89	%		4.13	%		0.24	%		3.89	%		-0.03	%		3.92	%		0.37	%		0.86	%		3.70	%		0.00	%		0.00	%		0.57	%		4.28	%		0.24	%		3.97	%		$3,439		38.90	%
MLVF	Malvern Bancorp, Inc.	PA		1.59	%		3.36	%		0.89	%		2.46	%		0.13	%		2.33	%		0.13	%		0.55	%		1.85	%		0.08	%		0.00	%		-0.79	%		3.57	%		1.07	%		2.43	%		$9,890		-99.83	%
PBHC	Pathfinder Bancorp, Inc.	NY		0.48	%		3.58	%		0.53	%		3.05	%		0.16	%		2.89	%		0.01	%		0.56	%		2.89	%		0.07	%		0.00	%		0.16	%		3.78	%		0.56	%		3.32	%		$5,554		25.35	%
SIFI	SI Financial Group, Inc.	CT		0.42	%		3.38	%		0.66	%		2.72	%		0.17	%		2.55	%		0.08	%		0.62	%		2.63	%		0.00	%		0.00	%		0.20	%		3.59	%		0.77	%		2.82	%		$5,510		32.79	%
WSBF	Waterstone Financial, Inc.	WI		1.26	%		3.59	%		1.26	%		2.33	%		0.03	%		2.30	%		6.60	%		0.12	%		6.96	%		0.00	%		0.00	%		0.79	%		3.88	%		1.77	%		2.11	%		$2,091		38.35	%
WEBK	Wellesley Bancorp, Inc.	MA		0.50	%		3.90	%		0.75	%		3.15	%		0.08	%		3.07	%		0.06	%		0.21	%		2.54	%		0.00	%		0.00	%		0.31	%		3.98	%		0.85	%		3.11	%		$8,860		38.38	%

(1) Net gains/losses includes gain/loss on sale of securities and nonrecurring income and expense.

(2) Ratios are based on the date of the most recent financial statements disclosed in the offering prospectus.

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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.10

rate paid on interest-bearing liabilities (0.50% versus 0.84% for the Peer Group), which was partially offset by the Peer Group’s lower concentration of interest-bearing liabilities funding assets. Overall, PCSB Bank and the Peer Group reported net interest income to average assets ratios of 2.80% and 2.81%, respectively.

In another key area of core earnings strength, the Bank maintained a lower level of operating expenses than the Peer Group. For the period covered in Table 3.3, the Bank and the Peer Group reported operating expenses to average assets ratios of 2.41% and 2.89%, respectively. The Bank’s lower operating expense ratio was achieved despite maintaining a comparatively lower ratio of assets per full time equivalent employee. Assets per full time equivalent employee equaled $7.3 million for PCSB Bank versus $7.5 million for the Peer Group. On a post-offering basis, the Bank’s operating expenses can be expected to increase with the addition of stock benefit plans and certain expenses that result from being a publicly-traded company, with such expenses already impacting the Peer Group’s operating expenses. At the same time, PCSB Bank’s capacity to leverage operating expenses will become more significant 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 a thrift’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. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Bank’s earnings were more favorable than the Peer Group’s earnings. Expense coverage ratios for PCSB Bank and the Peer Group equaled 1.16x and 0.94x, respectively.

Sources of non-interest operating income provided a significantly larger contribution to the Peer Group’s earnings, with such income amounting to 0.17% and 1.17% of PCSB Bank’s and the Peer Group’s average assets, respectively. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, PCSB Bank’s efficiency ratio (operating expenses as a percent of the sum of non-interest operating income and net interest income) of 81.14% was less favorable than the Peer Group’s efficiency ratio of 72.61%.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.11

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 0.15% and 0.10% of average assets, respectively.

Net non-operating gains and losses had a slightly more favorable impact on the Peer Group’s earnings, as the Bank reported a net non-operating loss equal to 0.05% of average assets compared to net non-operating gains equal to 0.02% of average assets reported by the Peer Group. Typically, gains and losses generated from the sale of assets or other non-recurring activities such as merger related expenses are viewed as earnings with a relatively high degree of volatility, particularly to the extent that such gains and losses result from the sale of investments or other not ongoing activities that 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 27.94% and 19.44%, 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 (including the investment in mortgage-backed securities). The Bank’s loan portfolio composition reflected a lower combined concentration of 1-4 family permanent mortgage loans and mortgage-backed securities than maintained by the Peer Group (30.94% of assets versus 45.19% for the Peer Group). The Bank maintained a lower concentration of 1-4 family permanent mortgage loans and a higher concentration of mortgage-backed securities relative to the Peer Group’s ratios. Loans serviced for others equaled 8.19% of the Peer Group’s assets, while the Bank did not maintain a balance of loans serviced for others; thereby, indicating a greater influence of loan servicing income on the Peer Group’s earnings. The Peer Group maintained a relatively modest balance of loan servicing intangibles.

Diversification into higher risk and higher yielding types of lending was slightly greater for the Bank. Commercial real estate loans represented the most significant area of lending diversification for the Bank and the Peer Group, equaling 24.42% and 16.63% of their respective assets. The Bank also maintained slightly higher concentrations of consumer loans and commercial business loans, while multi-family loans and construction/land loans were

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.12

Table 3.4

Loan Portfolio Composition and Related Information

Comparable Institution Analysis

As of September 30, 2016

			Portfolio Composition as a Percent of Assets
Institution			MBS			1-4 Family			Constr. & Land			Multi- Family			Comm RE			Commerc. Business			Consumer			RWA/ Assets			Serviced For Others		Servicing Assets
			(%)			(%)			(%)			(%)			(%)			(%)			(%)			(%)			($000)		($000)
PCSB Bank		NY		13.20	%		17.74	%		2.29	%		5.52	%		24.42	%		6.58	%		4.52	%		64.39	%		$0		$0
September 30, 2016
All Public Companies
Averages				9.42	%		32.65	%		3.88	%		10.03	%		19.13	%		5.17	%		1.55	%		69.64	%		$1,399,105		$7,896
Medians				7.77	%		32.74	%		2.92	%		3.76	%		17.84	%		4.27	%		0.39	%		71.35	%		$58,500		$389
State of NY
Averages				5.70	%		36.00	%		1.55	%		21.29	%		14.88	%		3.66	%		1.03	%		65.89	%		$3,121,777		$28,112
Medians				5.36	%		31.56	%		0.74	%		2.31	%		15.91	%		2.39	%		0.03	%		69.00	%		$27,214		$191
Comparable Group
Averages				8.67	%		36.52	%		4.56	%		6.55	%		16.63	%		5.17	%		2.42	%		68.28	%		$99,216		$583
Medians				7.35	%		34.78	%		2.82	%		3.82	%		16.00	%		3.92	%		0.52	%		68.15	%		$37,018		$392
Comparable Group
BLMT	BSB Bancorp Inc.	MA		6.05	%		52.48	%		2.64	%		6.41	%		19.51	%		0.23	%		4.17	%		70.43	%		$65,793		$457
CSBK	Clifton Bancorp Inc	NJ		21.03	%		48.77	%		0.00	%		6.70	%		9.08	%		0.06	%		0.05	%		55.19	%		$0		$0
ESSA	ESSA Bancorp Inc.	PA		13.08	%		39.07	%		1.44	%		1.71	%		10.97	%		2.92	%		11.00	%		67.21	%		$54,917		$434
FCAP	First Capital Inc.	IN		14.05	%		21.14	%		4.24	%		3.40	%		11.52	%		3.19	%		5.60	%		60.48	%		$149		$0
HMNF	HMN Financial Inc.	MN		0.25	%		24.76	%		10.69	%		4.25	%		30.14	%		10.98	%		2.14	%		84.69	%		$330,575		$1,479
MLVF	Malvern Bancorp Inc	PA		4.62	%		35.25	%		3.01	%		2.52	%		24.57	%		4.66	%		0.26	%		73.40	%		$0		$349
PBHC	Pathfinder Bancorp Inc.	NY		10.35	%		31.56	%		5.05	%		2.31	%		17.47	%		8.58	%		0.77	%		65.39	%		$18,777		$46
SIFI	SI Financial Group Inc.	CT		5.73	%		32.19	%		2.11	%		5.54	%		20.97	%		14.45	%		0.17	%		62.93	%		$211,270		$909
WSBF	Waterstone Financial Inc.	WI		8.66	%		34.30	%		0.94	%		30.28	%		7.48	%		1.52	%		0.02	%		69.08	%		$291,559		$2,004
WEBK	Wellesley Bancorp	MA		2.91	%		45.66	%		15.51	%		2.40	%		14.54	%		5.12	%		0.02	%		74.01	%		$19,118		$149

(1) Ratios are based on the date of the most recent financial statements disclosed in the offering prospectus.

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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.13

slightly greater areas of lending diversification for the Peer Group. In total, construction/land, commercial real estate, multi-family, commercial business and consumer loans comprised 43.33% and 35.33% of the Bank’s and the Peer Group’s assets, respectively. Overall, the compositions of the Bank’s and the Peer Group’s assets translated into similar risk weighted assets-to-assets ratios of 64.39% and 68.28%, respectively.

Interest Rate Risk

Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet composition, PCSB Bank’s interest rate risk characteristics were overall considered to be slightly less 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 lower than the comparable Peer Group ratios. Comparatively, the Bank maintained a slight advantage with respect to its lower ratio of non-interest earnings assets as a percent of assets. On a pro forma basis, the infusion of stock proceeds should serve to provide the Bank with more favorable balance sheet interest rate risk characteristics, with respect to the increases that will be realized in Bank’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 PCSB Bank and the Peer Group. In general, the relative fluctuations in the Bank’s and the Peer Group’s net interest income to average assets ratios implied that the interest rate risk associated with the Bank’s net interest margin was slightly greater, based on the interest rate environment that prevailed during the period analyzed in Table 3.5. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as the increase in capital will reduce the level of interest rate sensitive liabilities funding PCSB Bank’s assets.

Credit Risk

Overall, based on a comparison of credit quality measures, the Bank’s implied credit risk exposure was considered to be slightly greater than Peer Group’s implied credit risk exposure. As shown in Table 3.6, the Bank’s non-performing assets/assets and non-performing loans/loans ratios equaled 1.53% and 2.36%, respectively, versus comparable measures of 1.09% and 1.27% for the Peer Group. It should be noted that the measures for non-performing assets and non-performing loans include performing loans that are classified as troubled debt

RP® Financial, LC.	Peer Group Analysis
	Page III.14

Table 3.5

Interest Rate Risk Measures and Net Interest Income Volatility

Comparable Institution Analysis

As of September 30, 2016

			Balance Sheet Measures
			Tangible Equity/ Assets			IEA/ IBL			Non-IEA Assets/ Assets			Quarterly Change in Net Interest Income
												9/30/2016		6/30/2016		3/31/2016		12/31/2015		9/30/2015		6/30/2015
			(%)			(%)			(%)			(change in net interest income is annualized in basis points)
PCSB Bank		NY
September 30, 2016				8.3	%		106.5	%		4.4	%		-3		-6		0		6		34		10
All Public Companies				12.2	%		111.7	%		3.9	%		1		1		-4		1		3		1
State of NY				8.6	%		108.6	%		3.6	%		-1		-1		-3		6		-1		2
Comparable Group
Average				11.9	%		110.6	%		4.8	%		1		0		1		-2		-1		5
Median				9.4	%		107.3	%		5.2	%		-1		-2		-2		-1		0		4
Comparable Group
BLMT	BSB Bancorp, Inc.	MA		7.6	%		106.3	%		2.7	%		-4		-3		4		-1		4		-2
CSBK	Clifton Bancorp Inc.	NJ		23.1	%		123.7	%		6.0	%		-2		-2		-1		-4		2		10
ESSA	ESSA Bancorp, Inc.	PA		9.0	%		106.0	%		5.8	%		-4		-10		11		0		-8		-3
FCAP	First Capital, Inc.	IN		9.6	%		106.9	%		5.1	%		-3		-6		-3		-42		4		4
HMNF	HMN Financial, Inc.	MN		10.7	%		110.1	%		3.5	%		-22		26		24		35		-6		14
MLVF	Malvern Bancorp, Inc.	PA		11.5	%		108.8	%		4.6	%		10		3		-7		2		2		1
PBHC	Pathfinder Bancorp, Inc.	NY		7.6	%		103.9	%		5.5	%		14		1		-8		-13		6		4
SIFI	SI Financial Group, Inc.	CT		9.2	%		107.6	%		5.3	%		0		-4		-8		6		-3		-1
WSBF	Waterstone Financial, Inc.	WI		22.8	%		125.7	%		6.6	%		20		0		16		-12		-2		16
WEBK	Wellesley Bancorp, Inc.	MA		8.3	%		106.7	%		2.7	%		4		-2		-16		6		-7		6

NA=Change is greater than 100 basis points during the quarter.

(1) Ratios are based on the date of the most recent financial statements disclosed in the offering prospectus.

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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	Peer Group Analysis
	Page III.15

Table 3.6

Credit Risk Measures and Related Information

Comparable Institution Analysis

As of September 30, 2016

			REO/ Assets			NPAs & 90+Del/ Assets (1)			Adj NPAs & 90+Del/ Assets (2)			NPLs/ Loans (1)			Rsrves/ Loans HFI			Rsrves/ NPLs (1)			Rsrves/ NPAs & 90+Del (1)			Net Loan Chargeoffs (3)		NLCs/ Loans
			(%)			(%)			(%)			(%)			(%)			(%)			(%)			($000)		(%)
PCSB Bank		NY
September 30, 2016				0.08	%		1.53	%		0.78	%		2.36	%		0.53	%		22.44	%		21.20	%		$1,731		0.23	%
All Public Companies
Averages				0.10	%		1.16	%		0.64	%		1.40	%		1.01	%		105.85	%		94.97	%		$1,628		0.05	%
Medians				0.04	%		0.89	%		0.53	%		1.10	%		0.94	%		90.49	%		86.00	%		$168		0.03	%
State of NY
Averages				0.07	%		0.43	%		0.30	%		0.93	%		0.81	%		158.82	%		156.42	%		$570		0.06	%
Medians				0.06	%		0.28	%		0.13	%		0.67	%		0.90	%		117.51	%		114.53	%		$145		0.02	%
Comparable Recent Conversions(4)
RNDB	Randolph Bancorp, Inc.	MA		0.12	%		1.74	%		0.73	%		2.22	%		1.02	%		43.16	%		40.41	%		$177		0.06	%
Comparable Group
Averages				0.21	%		1.09	%		0.60	%		1.27	%		1.03	%		173.30	%		161.46	%		$492		0.04	%
Medians				0.11	%		1.09	%		0.57	%		1.23	%		0.94	%		98.68	%		81.05	%		$347		0.04	%
Comparable Group
BLMT	BSB Bancorp, Inc.	MA		0.00	%		2.48	%		0.09	%		2.88	%		0.72	%		50.42	%		48.48	%		$91		0.01	%
CSBK	Clifton Bancorp Inc.	NJ		0.07	%		0.38	%		0.29	%		0.45	%		0.59	%		130.98	%		105.84	%		$348		0.05	%
ESSA	ESSA Bancorp, Inc.	PA		0.15	%		1.66	%		1.25	%		2.16	%		0.74	%		34.12	%		31.01	%		$2,413		0.20	%
FCAP	First Capital, Inc.	IN		0.57	%		1.37	%		1.12	%		1.52	%		0.90	%		58.50	%		32.76	%		$599		0.09	%
HMNF	HMN Financial, Inc.	MN		0.12	%		1.04	%		0.85	%		1.14	%		1.87	%		162.38	%		143.90	%		($1,716)		-0.34	%
MLVF	Malvern Bancorp, Inc.	PA		0.00	%		0.45	%		0.20	%		0.63	%		0.94	%		148.63	%		148.63	%		$180		0.04	%
PBHC	Pathfinder Bancorp, Inc.	NY		0.09	%		0.89	%		0.63	%		1.21	%		1.29	%		106.87	%		95.91	%		$634		0.14	%
SIFI	SI Financial Group, Inc.	CT		0.09	%		1.13	%		0.50	%		1.31	%		0.94	%		72.00	%		66.19	%		$345		0.03	%
WSBF	Waterstone Financial, Inc.	WI		0.42	%		1.38	%		1.01	%		1.25	%		1.36	%		90.49	%		63.22	%		$1,880		0.15	%
WEBK	Wellesley Bancorp, Inc.	MA		0.60	%		0.09	%		0.09	%		0.11	%		0.96	%		878.64	%		878.64	%		$146		0.03	%

(1) Includes TDRs for the Company and the Peer Group.

(2) Excludes TDRs that are in compliance with their modified terms.

(3) Net loan chargeoffs are shown on a last twelve month basis.

(4) Ratios are based on the date of the most recent financial statements disclosed in the offering prospectus.

Source: SNL Financial, LC and RP^® Financial, LC. calculations. The information provided in this table has been obrained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2016 by RP^® Financial, LC.

RP® Financial, LC.	PEER GROUP ANALYSIS
	III.16

restructurings. The Bank’s and Peer Group’s loss reserves as a percent of non-performing loans equaled 22.44% and 173.30%, respectively. Loss reserves maintained as percent of net loans receivable equaled 0.53% for the Bank, versus 1.03% for the Peer Group. Net loan charge-offs were higher for the Bank, as net loan charge-offs for the Bank equaled 0.23% of loans versus 0.04% of loans for the Peer Group.

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, core earnings measures, loan composition, credit quality 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 federal regulatory appraisal guidelines required by the FRB, the FDIC and the Department specify the pro forma market value methodology for estimating the pro forma market value of a converting thrift. 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 PCSB Bank’s operations and financial condition; (2) monitor PCSB Bank’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor

RP® Financial, LC.	VALUATION ANALYSIS
	IV.2

the external factors affecting value including, but not limited to, local and national economic 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 PCSB Bank’s value, or PCSB Bank’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

RP® Financial, LC.	VALUATION ANALYSIS
	IV.3

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:

◾ Overall A/L Composition. In comparison to the Peer Group, the Bank’s interest-earning asset composition showed a lower concentration of loans and a higher concentration of investments. The Bank’s loan portfolio composition as a percent of assets reflected a greater degree of 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 and a similar risk weighted assets-to-assets ratio. PCSB Bank’s funding composition reflected a higher level of deposits and a lower level of borrowings relative to the comparable Peer Group ratios, which translated into a slightly lower cost of funds for the Bank. Overall, as a percent of assets, the Bank maintained a slightly higher level of interest-earning assets and a higher level of interest-bearing liabilities compared to the Peer Group’s ratios, which resulted in a higher IEA/IBL ratio for the Peer Group. After factoring in the impact of the net stock proceeds, the Bank’s IEA/IBL ratio should be comparable to or exceed the Peer Group’s ratio. On balance, RP Financial concluded that asset/liability composition was a neutral factor in our adjustment for financial condition.

◾ Credit Quality. The Bank’s ratios for non-performing assets and non-performing loans were less favorable than the comparable Peer Group ratios. Loss reserves as a percent of non-performing loans and as a percent of loans were lower for the Bank relative to the comparable Peer Group ratios. Net loan charge-offs were a larger factor for the Bank. As noted above, the Bank’s risk weighted assets-to-assets ratio was similar to the Peer Group’s ratio. Overall, RP Financial concluded that credit quality was a slightly negative factor in our adjustment for financial condition.

◾ Balance Sheet Liquidity. The Bank operates with a higher level of cash and investment securities relative to the Peer Group (34.79% of assets versus 22.85% 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 slightly greater than the Peer Group’s borrowing capacity. Overall, RP Financial concluded that balance sheet liquidity was a slightly positive factor in our adjustment for financial condition.

◾ Funding Liabilities. The Bank’s interest-bearing funding composition reflected a higher concentration of deposits and a lower level of borrowings relative to the comparable Peer Group ratios, which translated into a slightly lower cost of funds for the Bank. Total interest-bearing liabilities as a percent of assets were higher for the Bank compared to the Peer Group’s ratio, which was attributable to PCSB Bank’s lower 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 positive factor in our adjustment for financial condition.

◾ Capital. The Bank currently operates with a lower equity-to-assets ratio than the Peer Group. However, following the stock offering, PCSB Bank’s pro forma capital position will likely 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 reduce the level of interest-bearing liabilities utilized to fund assets. At the same

RP® Financial, LC.	VALUATION ANALYSIS
	IV.4

time, the Bank’s more significant capital surplus will likely result in a lower ROE. On balance, RP Financial concluded that capital strength was a slightly positive factor in our adjustment for financial condition.

On balance, PCSB Bank’s balance sheet strength was considered to be more favorable than the Peer Group’s and, thus, a slight upward 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 earnings were lower than the Peer Group’s on a ROAA basis (0.25% of average assets versus 0.74% for the Peer Group). The Bank maintained a more favorable ratio for operating expenses, which was more than offset by the Peer Group’s more favorable ratios for loan loss provisions, non-interest operating income and net gains. Reinvestment of stock proceeds into interest-earning assets will serve to increase the Bank’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans. Overall, given the Bank’s lower reported earnings was largely due to the Bank’s lower core earnings, the Bank’s pro forma reported earnings were viewed as not as strong as the Peer Group’s earnings and, thus, RP Financial concluded that reported earnings were a moderately negative factor 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 similar net interest income ratio, a lower operating expense ratio, a lower level of non-interest operating income and a higher level of loan loss provisions. The Bank’s ratios for net interest income and operating expenses translated into a higher expense coverage ratio in comparison to the Peer Group’s ratio (equal to 1.16x versus 0.94X for the Peer Group). Comparatively, the Bank’s efficiency ratio of 81.14% was less favorable than the Peer Group’s efficiency ratio of 72.61%. Loan loss provisions had a slightly larger impact on the Bank’s earnings. Overall, these measures, as well as the expected earnings benefits the Bank should realize from the redeployment of stock proceeds into interest-earning assets and leveraging of post-conversion capital, which will be somewhat negated by expenses associated with the stock benefit plans and operating as a publicly-traded company, indicate that the Bank’s pro forma core earnings will be less favorable than the Peer Group’s core earnings. Therefore, RP Financial concluded that this was a moderately negative factor in our adjustment for profitability, growth and viability of earnings.

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	IV.5

◾ Interest Rate Risk. Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated a slightly greater degree of volatility was associated with the Bank’s net interest margin. Other measures of interest rate risk, such as tangible equity/assets and IEA/IBL ratios were more favorable for the Peer Group, while the ratio of non-interest earning assets/assets was slightly more favorable for the Bank. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with tangible equity-to-assets and IEA/ILB ratios that will be comparable to or exceed the Peer Group’s ratios, as well as enhance the stability of the Bank’s net interest margin through the reinvestment of stock proceeds into interest-earning assets. On balance, RP Financial concluded that interest rate risk was a neutral factor in our adjustment for profitability, growth and viability of earnings.

◾ Credit Risk. Loan loss provisions were a slightly larger factor in the Bank’s earnings (0.15% of average assets versus 0.10% of average assets for the Peer Group). In terms of future exposure to credit quality related losses, the Peer Group maintained a higher concentration of assets in loans, while lending diversification into higher risk types of loans was more significant for the Bank. Credit quality measures for non-performing assets and loss reserves as a percent of non-performing loans and as a percent of loans were more favorable for the Peer Group. Overall, RP Financial concluded that credit risk was a slightly negative 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 and the Peer Group maintained similar interest rate spreads, which would tend to facilitate the Bank and the Peer Group continuing to maintain similar net interest margins going forward. Second, the infusion of stock proceeds will provide the Bank with more significant growth potential through leverage than currently maintained by the Peer Group. Third, the Peer Group’s higher ratio of non-interest operating income and the Bank’s lower operating expense ratio were viewed as respective advantages for the Bank and Peer Group to sustain earnings growth during periods when net interest margins come under pressure as the result of adverse changes in interest rates. Overall, earnings growth potential was considered to be a neutral 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’s core 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’s return on equity ratio. Accordingly, this was a moderately negative factor in the adjustment for profitability, growth and viability of earnings.

On balance, PCSB Bank’s pro forma earnings strength was considered to be less favorable than the Peer Group’s and, thus, a moderate downward adjustment was applied for profitability, growth and viability of earnings.

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	IV.6

3. Asset Growth

The Bank recorded a 3.62% increase in assets, versus a 17.81% increase in assets recorded by the Peer Group. Asset growth for the Peer Group included acquisition related growth by one of the Peer Group companies. Asset growth for the Bank was primarily driven by an increase in loans and supplemented with a slight increase in cash and investments. Likewise, the Peer Group’s asset growth was primarily sustained by loan growth and supplemented with growth of cash and investments. 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. On balance, no adjustment was applied for asset growth.

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. PCSB Bank serves the Lower Hudson Valley region of the New York metropolitan area through 15 full service branch locations. Operating in a densely populated market area provides the Bank with growth opportunities, but such growth must be achieved in a highly competitive market environment. The Bank competes against significantly larger institutions that provide a larger array of services and have significantly larger branch networks than maintained by PCSB Bank. The competitiveness of the market area is highlighted by the Bank’s relatively low market share of deposits in Westchester County.

On average, the Peer Group companies generally operate in markets with smaller populations compared to Westchester County. Population growth for the primary market area counties served by the Peer Group companies reflect a range of growth rates, but overall population growth rates in the markets served by the Peer Group companies were lower compared to Westchester County’s population growth rate in recent years. Westchester County has a higher per capita income compared to the Peer Group’s average per capita income and the Peer Group’s primary market area counties were relatively less affluent markets within their respective states compared to Westchester County which had a comparatively higher per capita income compared to New York’s per capita income. The average and median deposit market shares maintained by the Peer Group companies were well above the Bank’s market share of deposits in Westchester County. Overall, the degree of competition faced by the Peer Group companies was viewed as less than faced by the Bank, while the growth potential in the

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	IV.7

markets served by the Peer Group companies was for the most part viewed to be not quite as strong as the Bank’s primary market area. Summary demographic and deposit market share data for the Bank and the Peer Group companies is provided in Exhibit III-5. As shown in Table 4.1, the average unemployment rate for the primary market area counties served by the Peer Group companies was similar to the unemployment rate reflected for Westchester County. On balance, we concluded that a slight upward adjustment was appropriate for the Bank’s market area.

Table 4.1

Market Area Unemployment Rates

PCSB Bank and the Peer Group Companies(1)

	County	September 2016 Unemployment
PCSB Bank - NY	Westchester		4.4	%
Peer Group Average			4.5	%
BSB Bancorp, Inc. – MA	Middlesex		2.8	%
Clifton Bancorp, Inc. – NJ	Passaic		6.4
ESSA Bancorp, Inc. – PA	Monroe		6.3
First Capital, Inc. – IN	Harrison		4.0
HMN Financial, Inc. Inc. – MN	Olmstead		2.7
Malvern Bancorp, Inc. – PA	Chester		3.9
Pathfinder Bancorp, Inc. – NY	Oswego		6.0
SI Financial Group, Inc. – CT	Windham		5.2
Waterstone Financial, Inc. – WI	Milwaukee		4.7
Wellesley Bancorp, Inc. – MA	Norfolk		3.0

(1) Unemployment rates are not seasonally adjusted.

Source: U.S. Bureau of Labor Statistics.

5. 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 conditions.

Seven out of the ten Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.65% to 2.68%. The average dividend yield on the stocks of the

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	IV.8

Peer Group institutions equaled 1.19% as of November 11, 2016. Comparatively, as of November 11, 2016, the average dividend yield on the stocks of all fully-converted publicly-traded thrifts equaled 1.53%.

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 its higher pro forma 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 $54.1 million to $517.2 million as of November 11, 2016, with average and median market values of $187.3 million and $142.1 million, respectively. The shares issued and outstanding of the Peer Group companies ranged from 2.5 million to 29.4 million, with average and median shares outstanding of 10.6 million and 7.8 million, respectively. The Bank’s stock offering is expected to have a pro forma market value that will be similar to the Peer Group’s average market value, while the Bank’s pro forma shares outstanding will be in the upper end of the comparable Peer Group range of shares outstanding Like all of the Peer Group companies, the Bank’s stock will be quoted on the NASDAQ following the stock offering. Overall, we anticipate that the Bank’s 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 PCSB Bank: (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 New York. 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 various stock price indices as of November 11, 2016.

In terms of assessing general stock market conditions, the overall stock market has generally trended higher in recent quarters. Stocks traded in a narrow range during the first couple weeks of the second quarter of 2016, as investors turned cautious at the start of the first quarter earnings season that was expected to show a decline in corporate profits. Bank stocks contributed to stock market gains in mid-April with the Dow Jones Industrial Average (“DJIA”) closing above 18000 for the first time since July 20, 2015, as first quarter earnings reports posted by some of the large banks came in above lowered expectations. The broader stock market traded in a narrow range heading into the last week of April, as investors turned cautious ahead of the late-April meeting of the Federal Reserve. The broader stock market trended lower in late-April 2016, as investors reacted to weak first quarter GDP growth and the Bank of Japan’s decision not to launch additional stimulus measures. Fresh worries about a slowing global economy and lower oil prices extended the downturn in stocks during the first week of May, as U.S. stock indexes fell for a second consecutive week. Volatility prevailed in the broader stock market heading into mid-May. Energy shares led the stock market higher as crude oil prices hit a new high for 2016, while consumer-focused companies led indexes lower following weak earnings reports posted by some of the large retailers. The DJIA traded down for three consecutive sessions at the start of the second half of May, as a handful of upbeat economic data releases and comments from Federal Reserve officials raised the possibility of a June rate increase. Technology and financial stocks led a rebound in the stock market in late-May, as strong housing data, rising oil prices and growing investor confidence that higher interest rates would not undermine stock prices combined to lift major U.S. stock indexes. The positive trend in the broader stock market continued through the last full trading week of May, with major U.S. stock indexes matching their biggest weekly gains in months. Comments by Federal Reserve Chairwoman Janet Yellen reiterating that Federal Reserve policymakers were looking at a possible rate increase at its June or July meeting served to trim May stock market

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	IV.10

gains at the close of the month. During the first two weeks of June, the broader stock market seesawed in a narrow range. Weak job growth reflected in the May employment report pulled stocks lower at the start of June, which was followed by a stock market rebound led by a rally in energy stocks as oil approached $50 a barrel. Volatility prevailed in the broader stock market during the second half of June, with Britain’s late-June vote on whether to exit the European Union (“Brexit”) impacting global stock markets. Stocks traded higher ahead of the Brexit vote and then plunged sharply lower, as the shock from Britain’s vote to leave the European Union swept across global stock markets. Stocks rebounded to close out the month of June, led by the sectors that were hit hardest by the Brexit vote.

The rally in the broader stock market continued at the start of July 2016, with the stronger-than-expected job growth reflected in the June employment report propelling the S&P 500 to a record high close. Stocks continued to trend higher going in the second half of July, as a string of economic data releases that showed improvement in home building, retail sales and job creation helped to propel the DJIA higher for nine consecutive sessions. Following the extended rally, the DJIA closed lower for seven consecutive sessions going into early-August. A decline in oil prices amid concerns of a glut in the supply of oil and weaker-than-expected second quarter GDP growth were factors that contributed to the downturn in the broader stock market. A rally in energy and financial shares helped to snap the seven day losing streak in the DJIA ahead of the July employment report. Better-than-expected job growth reflected in the July employment report fueled a rally in the broader stock market to close out the first week of trading in August. All three major stock indexes closed at record highs in mid-August, led by gains in commodity-linked shares. The broader stock market eased lower during the second half of August with the DJIA finishing down for the month of August, which snapped a six-month winning streak for the DJIA. Some lackluster data for the U.S. economy provided for a narrow trading range in the broader stock market in early-September, as investors reassessed the likelihood of a rate increase in the near term. Volatility prevailed in the broader stock market in mid-September, based on various hawkish and dovish comments from Federal Reserve officials for a near term rate hike. Stocks rebounded after the Federal Reserve concluded its September meeting leaving interest rates unchanged and then seesawed higher and lower to close out the third quarter. Overall, all three of the major U.S. stock indexes posted gains for the third quarter.

Stocks traded unevenly at the start of the fourth quarter of 2016, as investors reacted to third quarter earnings reports that had varied results. Consumer shares weighed on the broader

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	IV.11

stock market in the second half of October, following a string of disappointing earnings reports coming out of the consumer sector and a downbeat outlook for the rest of 2016. The DJIA fell for a third month in a row to close out October, with a monthly decline of 0.9%. Stocks extended their losing streak in early-November, as investors reacted to tightening polls for the presidential election. News of the FBI finding no new evidence to warrant charges against Democratic candidate Hillary Clinton sent stocks sharply higher the day before the presidential election. However, investors embraced Trump’s election, as stocks surged higher based on expectations for reduced corporate taxes and regulation and greater infrastructure spending under a Trump administration. On November 11, 2016, the DJIA closed at 18847.66, an increase of 9.3% from one year ago and an increase of 8.2% year-to-date, and the NASDAQ Composite Index closed at 5237.11, an increase of 6.3% from one year ago and an increase of 4.6% year-to-date. The S&P 500 closed at 2164.45 on November 11, 2016, an increase of 7.0% from one year ago and an increase of 5.9% year-to-date.

The market for thrift stocks has also experienced varied trends in recent quarters. Financial shares traded lower at the start of the second quarter of 2016, as investors anticipated a decline in first quarter profitability for the banking sector. Better-than-expected first quarter earnings reports posted by some of the money center banks contributed to a mid-April rebound for bank and thrift stocks in general. Thrift stocks advanced ahead of the late-April policy meeting of the Federal Reserve, which was followed by a downturn in thrift shares at the close of April and into the first week of May. The pullback in financial shares was fueled by growing expectations that the Federal Reserve was not in a hurry to raise interest rates, based on economic data that showed a slowdown in first quarter GDP growth and a decline in April job growth. Thrift shares seesawed along with the broader stock market heading into mid-May, initially rallying with a rebound in oil prices followed by a pullback as some favorable economic reports spurred increased expectations that the Federal Reserve could move to increase interest rates at its next meeting in June. Financial shares outpaced the broader stock market going into the second half of May, as minutes from the Federal Reserve’s April meeting suggested that a June interest rate increase was a possibility. A surge in April new home sales added to gains in the banking sector heading into late-May. Financial shares led the market lower in early-June and then settled into narrow trading range heading into mid-June, as the weak jobs report for May dimmed expectations that the Federal Reserve would move to lift interest rates this summer. Going into the second half June, thrift shares paralleled trends in the broader stock market. After trending higher ahead of the Brexit vote, financial shares were

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	IV.12

among the hardest hit sectors on Britain’s surprising vote to exit the European Union. Also, similar to the broader stock market, thrift shares rallied at the close of the second quarter.

The positive trend for thrift stocks continued at the start of July 2016, with the strong jobs report for June fueling additional gains for the thrift sector. Some stronger-than-expected second quarter earnings reports coming out of the banking sector, along with favorable data on the U.S. economy, helped to sustain the positive trend in thrift shares going into the second half of July. Financial shares traded in a narrow range to closeout July and into early-August, as the Federal Reserve concluded its late-July policy meeting with no change in its target interest rate as expected. Financial shares posted healthy gains on the heels of the favorable jobs report for July, as the S&P 500’s financial sector moved into positive territory for the first time in 2016. After trading in a narrow range into the second half of August, some favorable housing data helped thrift shares to rally in late-August. The positive trend in thrift stocks continued into early-September, as a slowdown in August job growth reduced expectations that the Federal Reserve would soon raise rates. Thrift shares followed the broader stock market lower in mid-September, as investors reacted to oil prices moving to a one-month low. For the balance of September and into mid-October, thrift shares traded in a tight range as Federal Reserve minutes released in mid-October offered investors few new insights about a next rate increase. Financial shares led the stock market higher heading into the second half of October, in light of third quarter earnings reports generally offering fresh evidence of profitability improving for banks. Thrift stocks were largely trendless through the end of October and then pulled back along with the broader stock market in early-November. Bank and thrift stocks were among the strongest performers in leading the post-election stock market rally, reflecting investor expectations for reduced regulation of the banking sector. On November 11, 2016, the SNL Index for all publicly-traded thrifts closed at 897.5, an increase of 12.6% from one year ago and an increase of 10.9% 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: (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

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	IV.13

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.

As shown in Table 4.2, there have been no standard conversions completed during the past three months. The most recently completed standard conversion offerings, which are considered to be more relevant for PCSB Bank’s pro forma pricing, were completed by Randolph Bancorp, Inc. of Massachusetts on July 1, 2016 and Best Hometown Bancorp, Inc. of Illinois on June 30, 2016. The average closing pro forma price/tangible book ratio of the two most recent standard conversion offerings equaled 68.7%. On average, the two most recent standard conversion offerings reflected price appreciation of 15.9% after the first week of trading. As of November 11, 2016, the two most recent standard conversion offerings reflected a 25.0% increase in price on average.

Shown in Tab Shown in Table 4.3 are the current pricing ratios for the most recent fully-converted offerings that trade on NASDAQ, four of which were second-step offerings. The current average and median P/TB ratios of the fully-converted recent conversions equaled 87.52% and 86.51%, respectively, based on closing stock prices as of November 11, 2016.

C. The Acquisition Market

Also considered in the valuation was the potential impact on PCSB Bank’s pro forma market value of recently completed and pending acquisitions of other thrift institutions operating in New York. As shown in Exhibit IV-4, there were three New York thrift acquisitions completed from the beginning of 2013 through November 11, 2016 and there was one acquisition pending for a New York savings institutions. The recent acquisition activity involving New York savings institutions may imply a certain degree of acquisition speculation for the Bank’s stock. To the extent that acquisition speculation may impact the Bank’s offering, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Bank’s market

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	IV.14

Table 4.2

Pricing Characteristics and After-Market Trends

Recent Conversions

Institutional Information					Pre-Conversion Data											Offering Information											Contribution to Char. Found.					Insider Purchases															Pro Forma Data																			Post-IPO Pricing Trends
					Financial Info.					Asset Quality																						% Off Incl. Fdn.+Merger Shares															Pricing Ratios(2)(5)								Financial Charac.											Closing Price:
																Excluding Foundation													% of Public Off. Inc. Fdn. %			Benefit Plans												Initial Div. Yield (%)																						First Trading Day ($)					After First Week(3) ($)					After First Month(4) ($)
Institution	Conversion Date		Ticker		Assets ($Mil)		Equity/ Assets (%)			NPAs/ Assets (%)			Res. Cov. (%)			Gross Proc. ($Mil.)		% Offer (%)			% of Mid. (%)			Exp./ Proc. (%)			Form					ESOP (%)			Recog. Plans (%)			Stk Option (%)			Mgmt.& Dirs. (%)(1)						P/ TB (%)			Core P/E (x)		P/A (%)			Core ROA (%)			TE/ A (%)			Core ROE (%)			IPO Price ($)				% Chge (%)					% Chge (%)					% Chge (%)			Thru 11/11/2016 ($)		% Chge (%)
Standard Conversions
Randolph Bancorp, Inc - MA*		7/1/16		RNDB- NASDAQ	$	432		7.71	%		0.53	%		159	%	$	56.9		100	%		132	%		3.2	%		C/S	$	455K/3.10	%		8.0	%		4.0	%		10.0	%		5.0	%		0.00	%		72.4	%		143.2x		12.2	%		0.1	%		16.9	%		0.5	%	$	10.00	$	12.18		21.8	%	$	12.27		22.7	%	$	12.80		28.0	%	$	13.95		39.5	%
Best Hometown Bancorp, Inc. - IL		6/30/16		BTHT- OTC Pink	$	100		6.81	%		0.90	%		447	%	$	8.3		100	%		127	%		14.9	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		7.8	%		0.00	%		65.0	%		NM		7.8	%		-0.6	%		12.0	%		-5.0	%	$	10.00	$	11.00		10.0	%	$	10.90		9.0	%	$	10.80		8.0	%	$	11.05		10.5	%
Averages - Standard Conversions:					$	266		7.26	%		0.72	%		303	%	$	32.6		100	%		130	%		9.0	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		6.4	%		0.00	%		68.7	%		143.2x		10.0	%		-0.3	%		14.4	%		-2.2	%	$	10.00	$	11.59		15.9	%	$	11.59		15.9	%	$	11.80		18.0	%	$	12.50		25.0	%
Medians - Standard Conversions:					$	266		7.26	%		0.72	%		303	%	$	32.6		100	%		130	%		9.0	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		6.4	%		0.00	%		68.7	%		143.2x		10.0	%		-0.3	%		14.4	%		-2.2	%	$	10.00	$	11.59		15.9	%	$	11.59		15.9	%	$	11.80		18.0	%	$	12.50		25.0	%
Second Step Conversions
Bancorp 34, Inc.		10/12/16		BCTF- NASDAQ	$	287		10.61	%		0.54	%		626	%	$	18.8		55	%		132	%		7.5	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		5.2	%		0.00	%		76.0	%		52.3x		11.4	%		0.2	%		15.0	%		1.4	%	$	10.00	$	12.75		27.5	%	$	13.00		30.0	%	$	12.33		23.3	%	$	12.33		23.3	%
Ottawa Bancorp, Inc.		10/12/16		OTTW- NASDAQ	$	217		14.55	%		2.16	%		NA		$	23.8		69	%		115	%		6.4	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		1.5	%		1.60	%		69.1	%		30.1x		14.6	%		0.5	%		21.2	%		2.3	%	$	10.00	$	11.57		15.7	%	$	11.74		17.4	%	$	11.68		16.8	%	$	11.68		16.8	%
WCF Bancorp, Inc. - IA*		7/14/16		WCFB- NASDAQ	$	114		13.18	%		0.80	%		56	%	$	17.1		83	%		132	%		7.3	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		0.4	%		0.00	%		71.3	%		54.9x		16.1	%		0.3	%		22.5	%		0.8	%	$	8.00	$	8.79		9.9	%	$	8.62		7.7	%	$	8.55		6.9	%	$	8.50		6.2	%
Fairport Savings Bank - MA*		7/14/16		FSBC- NASDAQ	$	258		8.56	%		0.05	%		626	%	$	10.3		53	%		115	%		11.0	%		N.A.		N.A.			0.0	%		0.0	%		0.0	%		2.9	%		0.00	%		63.7	%		62.8x		7.3	%		0.1	%		11.5	%		1.0	%	$	10.00	$	12.23		22.3	%	$	12.76		27.6	%	$	12.40		24.0	%	$	13.59		35.9	%
Averages - Second Step Conversions:					$	219		11.73	%		0.89	%		436	%	$	17.5		65	%		123	%		8.0	%		N.A.		N.A.			6.0	%		3.0	%		7.5	%		2.5	%		0.40	%		70.0	%		50.0x		12.3	%		0.3	%		17.6	%		1.4	%	$	9.50	$	11.33		18.8	%	$	11.53		20.7	%	$	11.24		17.7	%	$	11.52		20.6	%
Medians - Second Step Conversions:					$	237		11.90	%		0.67	%		626	%	$	18.0		62	%		123	%		7.4	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		2.2	%		0.00	%		70.2	%		53.6x		13.0	%		0.3	%		18.1	%		1.2	%	$	10.00	$	11.90		19.0	%	$	12.25		22.5	%	$	12.00		20.0	%	$	12.00		20.0	%
Mutual Holding Companies
HarborOne Mutual Bancshares - MA*(8)		6/30/16		HONE- NASDAQ	$	2,245		8.54	%		1.32	%		50	%	$	144.5		45	%		132	%		2.7	%		C/S	$	964K/2.67	%		8.0	%		4.0	%		10.0	%		2.3	%		0.00	%		71.6	%		86.2x		12.8	%		0.2	%		12.7	%		1.4	%	$	10.00	$	12.92		29.2	%	$	12.69		26.9	%	$	13.40		34.0	%	$	18.05		80.5	%
Averages - MHC Conversions:					$	2,245		8.54	%		1.32	%		50	%	$	144.5		45	%		132	%		2.7	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		2.3	%		0.00	%		71.6	%		86.2x		12.8	%		0.2	%		12.7	%		1.4	%	$	10.00	$	12.92		29.2	%	$	12.69		26.9	%	$	13.40		34.0	%	$	18.05		80.5	%
Medians - MHC Conversions:					$	2,245		8.54	%		1.32	%		50	%	$	144.5		45	%		132	%		2.7	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		2.3	%		0.00	%		71.6	%		86.2x		12.8	%		0.2	%		12.7	%		1.4	%	$	10.00	$	12.92		29.2	%	$	12.69		26.9	%	$	13.40		34.0	%	$	18.05		80.5	%
Averages - All Conversions:					$	522		9.99	%		0.90	%		327	%	$	40.0		72	%		126	%		7.6	%		N.A.		N.A.			6.9	%		3.4	%		8.6	%		3.6	%		0.23	%		69.9	%		71.6x		11.7	%		0.1	%		16.0	%		0.3	%	$	9.71	$	11.63		19.5	%	$	11.71		20.2	%	$	11.71		20.1	%	$	12.74		30.4	%
Medians - All Conversions:					$	258		8.56	%		0.80	%		303	%	$	18.8		69	%		132	%		7.3	%		N.A.		N.A.			8.0	%		4.0	%		10.0	%		2.9	%		0.00	%		71.3	%		58.8x		12.2	%		0.2	%		15.0	%		1.0	%	$	10.00	$	12.18		21.8	%	$	12.27		22.7	%	$	12.33		23.3	%	$	12.33		23.3	%
Note: * - Appraisal performed by RP Financial; BOLD = RP Fin. Did the business plan, “NT” - Not Traded; “NA” - Not Applicable, Not Available; C/S-Cash/Stock.
(1) As a percent of MHC offering for MHC transactions.																	(5) Mutual holding company pro forma data on full conversion basis.
(2) Does not take into account the adoption of SOP 93-6.																	(6) Simultaneously completed acquisition of another financial institution.
(3) Latest price if offering is less than one week old.																	(7) Simultaneously converted to a commercial bank charter.
(4) Latest price if offering is more than one week but less than one month old.																	(8) Former credit union.																																																																	11/11/2016

RP® Financial, LC.	Valuation Analysis
	IV.15

Table 4.3

Market Pricing Comparatives

As of November 11, 2016

			Market Capitalization				Per Share Data
																								Dividends(3)								Financial Characteristics(5)
							Core		Book		Pricing Ratios(2)																					Total		Equity/			Tang. Eq./			NPAs/			Reported						Core
			Price/		Market		12 Month		Value/															Amount/					Payout
			Share		Value		EPS(1)		Share		P/E		P/B			P/A			P/TB			P/Core		Share		Yield			Ratio(4)			Assets		Assets			T. Assets			Assets			ROAA			ROAE			ROAA			ROAE
			($)		($Mil)		($)		($)		(x)		(%)			(%)			(%)			(x)		($)		(%)			(%)			($Mil)		(%)			(%)			(%)			(%)			(%)			(%)			(%)
All Non-MHC Public Companies(6)
Averages			$	19.71	$	508.70	$	1.05	$	15.61		18.15x		120.76	%		14.84	%		130.63	%		19.38x	$	0.31		1.53	%		50.07	%	$	3,066		12.71	%		12.19	%		1.11	%		0.71	%		6.03	%		0.74	%		6.19	%
Median			$	16.10	$	120.14	$	0.79	$	14.24		18.27x		118.75	%		14.26	%		125.08	%		18.58x	$	0.24		1.48	%		43.04	%	$	937		11.52	%		11.20	%		0.88	%		0.65	%		5.44	%		0.66	%		5.44	%
Comparable Group
Averages			$	12.01	$	42.55	$	0.18	$	13.88		99.75x		86.89	%		15.02	%		87.52	%		88.24x	$	0.00		0.00	%		NM		$	283		17.54	%		17.42	%		0.93	%		0.22	%		1.24	%		0.24	%		1.30	%
Medians			$	12.33	$	40.30	$	0.16	$	13.91		71.53x		86.51	%		17.03	%		86.51	%		64.89x	$	0.00		0.00	%		NM		$	266		16.99	%		16.89	%		0.54	%		0.18	%		1.22	%		0.22	%		1.30	%
Comparable Group
BCTF	Bancorp 34, Inc.	NM	$	12.33	$	42.39	$	0.19	$	13.26		64.89x		92.99	%		14.03	%		93.62	%		64.89x	$	0.00		0.00	%		NM		$	302		15.09	%		14.99	%		0.54	%		0.22	%		1.44	%		0.22	%		1.44	%
FSBC	FSB Bancorp, Inc.	NY	$	13.59	$	26.38	$	0.16	$	16.20		71.53x		86.51	%		9.91	%		86.51	%		84.94x	$	0.00		0.00	%		NM		$	266		11.46	%		11.46	%		0.05	%		0.14	%		1.22	%		0.12	%		1.01	%
OTTW	Ottawa Bancorp, Inc.	IL	$	11.68	$	40.30	$	0.33	$	14.78		35.39x		79.03	%		17.05	%		80.72	%		35.39x	$	0.00		0.00	%		NM		$	236		21.58	%		21.22	%		2.73	%		0.49	%		2.25	%		0.49	%		2.25	%
RNDB	Randolph Bancorp, Inc.	MA	$	13.95	$	81.89	$	0.07	$	13.91		232.50x		100.29	%		17.03	%		100.94	%		199.29x	$	0.00		0.00	%		NM		$	481		16.99	%		16.89	%		0.53	%		0.08	%		0.46	%		0.09	%		0.50	%
WCFB	WCF Bancorp, Inc.	IA	$	8.50	$	21.79	$	0.15	$	11.24		94.44x		75.62	%		17.07	%		75.83	%		56.67x	$	0.00		0.00	%		NM		$	128		22.58	%		22.53	%		0.80	%		0.18	%		0.81	%		0.29	%		1.30	%

(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.

(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.

(3) Indicated 12 month dividend, based on last quarterly dividend declared.

(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.

(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.

(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source:  SNL Financial, LC. 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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.16

and, thus, are subject to the same type of acquisition speculation that may influence PCSB Bank’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in PCSB Bank’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. Taking these factors and trends into account, RP Financial concluded that no 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.

9. Effect of Government Regulation and Regulatory Reform

In summary, as a fully-converted, FDIC insured institution, PCSB Bank 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 PCSB Bank’s pro forma regulatory capital ratios. On balance, no adjustment has been applied for the effect of government regulation and regulatory reform.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.17

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	Slight Upward
Profitability, Growth and Viability of Earnings	Moderate Downward
Asset Growth	No Adjustment
Primary Market Area	Slight Upward
Dividends	No Adjustment
Liquidity of the Shares	No Adjustment
Marketing of the Issue	No Adjustment
Management	No Adjustment
Effect of Govt. Regulations and Regulatory Reform	No Adjustment

Valuation Approaches

In applying the accepted valuation methodology promulgated by the FDIC and the Department 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. Given the similarities between the Bank’s and the Peer Group’s operating strategies, earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, since reported earnings for both the Bank and the Peer Group included certain non-recurring items, we also made adjustments to earnings to arrive at core earnings estimates for the Bank and the Peer Group and resulting price/core earnings ratios.

• 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

RP® Financial, LC.	VALUATION ANALYSIS
	IV.18

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 pricing ratios under the P/E and P/A approaches. 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 “Employers’ Accounting for Employee Stock Ownership Plans” (“ASC 718-40”), 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 ASC 718-40 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 November 11, 2016, the pro forma market value of PCSB Bank’s conversion stock was $163,360,000 at the midpoint, equal to 16,336,000 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 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 of the net proceeds. The Bank’s reported earnings equaled $3.126 million for the twelve months ended September 30, 2016. In deriving PCSB Bank’s core earnings, the only adjustment made to reported earnings was to eliminate merger and acquisition related expenses of $668,000. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 34.0% for the earnings

RP® Financial, LC.	VALUATION ANALYSIS
	IV.19

adjustment, the Bank’s core earnings were determined to equal $3.567 million for the twelve months ended September 30, 2016.

	Amount
	($000)
Net income		$3,126
Add: Merger and related acquisition expenses(1)		441
Core earnings estimate		$3,567

(1) Tax effected at 34.0%.

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 $163.4 million midpoint value equaled 71.12 times and 59.67 times, respectively, which provided for premiums of 290.13% and 223.94% relative to the Peer Group’s average reported and core P/E multiples of 18.23 times and 18.42 times, respectively (see Table 4.4). In comparison to the Peer Group’s median reported and core earnings multiples which equaled 18.42 times and 18.95 times, respectively, the Bank’s pro forma reported and core P/E multiples at the midpoint value indicated premiums of 286.10% and 214.88%, respectively. The Bank’s pro forma P/E ratios based on reported earnings at the minimum and the super maximum equaled 57.53x and 105.60x, respectively, and based on core earnings at the minimum and the super maximum equaled 48.64x and 86.87x, respectively.

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 $163.4 million midpoint valuation, the Bank’s pro forma P/B and P/TB ratios equaled 65.66% and 67.48%, respectively. In comparison to the average P/B and P/TB ratios for the Peer Group of 115.63% and 120.40%, the Bank’s ratios reflected a discount of 43.22% on a P/B basis and a discount of 43.95% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 116.32% and 122.50%, respectively, the Bank’s pro forma P/B and P/TB ratios at the midpoint value reflected discounts of 43.55% and 44.91%, respectively. At the top of the super maximum, the Bank’s P/B and P/TB ratios equaled 73.31% and 75.02%, respectively. 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 maximum reflected discounts of 36.60% and 37.69%, respectively. In

RP® Financial, LC.	Valuation Analysis
	IV.20

Table 4.4

Public Market Pricing Versus Peer Group

PCSB Bank

As of November 11, 2016

			Market				Per Share Data
			Capitalization				Core		Book												Dividends(3)						Financial Characteristics(5)
			Price/		Market		12 Month		Value/		Pricing Ratios(2)										Amount/				Payout		Total		Equity/		Tang. Eq./		NPAs/		Reported				Core				Offering
			Share		Value		EPS(1)		Share		P/E		P/B		P/A		P/TB		P/Core		Share		Yield		Ratio(4)		Assets		Assets		T. Assets		Assets		ROAA		ROAE		ROAA		ROAE		Range
			($)		($Mil)		($)		($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		($Mil)
PCSB Bank		PA
Supermaximum			$	10.00		$216.04		$0.12		$13.64		105.60x		73.31%		15.02%		75.02%		86.87x		$0.00		0.00%		0.00%		$1,439		20.49%		20.02%		1.33%		0.14%		0.69%		0.17%		0.84%		$211.60
Maximum			$	10.00		$187.86		$0.14		$14.38		86.17x		69.54%		13.29%		71.33%		71.67x		$0.00		0.00%		0.00%		$1,414		19.11%		18.63%		1.36%		0.15%		0.81%		0.19%		0.97%		$184.00
Midpoint			$	10.00		$163.36		$0.17		$15.23		71.12x		65.66%		11.73%		67.48%		59.67x		$0.00		0.00%		0.00%		$1,393		17.87%		17.38%		1.38%		0.16%		0.92%		0.20%		1.10%		$160.00
Minimum			$	10.00		$138.86		$0.21		$16.38		57.53x		61.05%		10.13%		62.93%		48.64x		$0.00		0.00%		0.00%		$1,371		16.59%		16.09%		1.40%		0.18%		1.06%		0.21%		1.25%		$136.00
All Non-MHC Public Companies(6)
Averages			$	19.71		$508.70		$1.05		$15.61		18.15x		120.76%		14.84%		130.63%		19.38x		$0.31		1.53%		50.07%		$3,066		12.71%		12.19%		1.11%		0.71%		6.03%		0.74%		6.19%
Median			$	16.10		$120.14		$0.79		$14.24		18.27x		118.75%		14.26%		125.08%		18.58x		$0.24		1.48%		43.04%		$937		11.52%		11.20%		0.88%		0.65%		5.44%		0.66%		5.44%
All Non-MHC State of NY(6)
Averages			$	13.16		$1,292.82		$0.70		$11.57		15.00x		124.98%		10.96%		145.98%		16.96x		$0.44		2.81%		46.25%		$8,906		10.12%		8.88%		1.10%		0.55%		5.85%		0.63%		6.13%
Medians			$	13.59		$54.74		$0.85		$13.46		16.40x		121.56%		11.11%		149.88%		17.73x		$0.41		3.08%		43.60%		$717		9.69%		8.27%		0.56%		0.47%		5.14%		0.74%		7.54%
Comparable Group
Averages			$	19.03		$187.26		$1.05		$16.08		18.23x		115.63%		14.65%		120.40%		18.42x		$0.23		1.19%		31.98%		$1,212		12.34%		11.96%		1.09%		0.74%		6.36%		0.64%		5.17%
Medians			$	16.93		$142.05		$1.01		$14.95		18.42x		116.32%		11.31%		122.50%		18.95x		$0.18		1.31%		28.79%		$1,067		10.50%		9.46%		1.09%		0.54%		5.70%		0.49%		5.41%
Comparable Group
BLMT	BSB Bancorp, Inc.	MA	$	26.00		$236.65		$1.20		$17.23		21.85x		150.91%		11.41%		150.91%		21.67x		$0.00		0.00%		0.00%		$2,074		7.56%		7.56%		2.48%		0.57%		7.15%		0.32%		1.73%
CSBK	Clifton Bancorp Inc.	NJ	$	16.25		$374.50		$0.19		$13.12		NM		123.86%		28.59%		123.86%		NM		$0.24		1.48%		126.32%		$1,312		23.08%		23.08%		0.38%		0.36%		1.40%		0.36%		1.38%
ESSA	ESSA Bancorp, Inc.	PA	$	14.34		$163.38		$0.71		$15.48		19.64x		92.65%		9.22%		102.08%		20.07x		$0.36		2.51%		49.32%		$1,772		9.95%		9.11%		1.66%		0.45%		4.40%		0.44%		4.31%
FCAP	First Capital, Inc.	IN	$	31.36		$104.67		$2.01		$20.92		16.42x		134.35%		15.90%		149.30%		15.58x		$0.84		2.68%		43.98%		$742		10.61%		9.56%		1.37%		0.89%		8.40%		0.93%		8.77%
HMNF	HMN Financial, Inc.	MN	$	15.36		$68.94		$1.23		$16.67		12.59x		92.13%		10.05%		93.73%		12.47x		$0.00		0.00%		0.00%		$686		10.91%		10.75%		1.04%		0.89%		8.02%		0.90%		8.10%
MLVF	Malvern Bancorp, Inc.	PA	$	18.40		$120.71		$1.80		$14.42		9.89x		127.61%		14.70%		127.61%		10.21x		$0.00		0.00%		0.00%		$821		11.52%		11.52%		0.45%		1.59%		14.05%		0.75%		6.44%
PBHC	Pathfinder Bancorp, Inc.	NY	$	12.38		$54.14		$0.65		$13.46		16.96x		92.01%		7.55%		100.06%		18.95x		$0.20		1.62%		27.40%		$717		8.27%		7.60%		0.89%		0.47%		4.82%		0.43%		4.41%
SIFI	SI Financial Group, Inc.	CT	$	14.10		$172.16		$0.53		$13.08		26.60x		107.77%		11.20%		121.15%		26.60x		$0.16		1.13%		30.19%		$1,538		10.39%		9.35%		1.13%		0.42%		3.98%		0.48%		5.22%
WSBF	Waterstone Financial, Inc.	WI	$	17.60		$517.19		$0.81		$13.94		21.73x		126.28%		28.81%		126.47%		21.73x		$0.32		1.82%		32.10%		$1,795		22.82%		22.79%		1.38%		1.26%		5.59%		1.26%		5.59%
WEBK	Wellesley Bancorp, Inc.	MA	$	24.50		$60.23		$1.32		$22.52		18.42x		108.78%		9.04%		108.78%		18.49x		$0.16		0.65%		10.53%		$666		8.31%		8.31%		0.09%		0.50%		5.81%		0.50%		5.79%

(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.

(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.

(3) Indicated 12 month dividend, based on last quarterly dividend declared.

(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.

(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.

(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source: SNL Financial, LC. 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) 2016 by RP^® Financial, LC.

RP® Financial, LC.	VALUATION ANALYSIS
	IV.21

comparison to the Peer Group’s median P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super maximum reflected discounts of 36.98% and 38.76%, 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 significant premiums reflected in the Bank’s reported and coreP/E multiples.

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 $163.4 million midpoint of the valuation range, the Bank’s value equaled 11.73% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio of 14.65%, which implies a discount of 19.93% has been applied to the Bank’s pro forma P/A ratio. In comparison to the Peer Group’s median P/A ratio of 11.31%, the Bank’s pro forma P/A ratio at the midpoint value reflects a premium of 3.71%.

Comparison to Recent Offerings

As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings cannot be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). In comparison to the 68.70% average closing forma P/TB ratio of the two most recent standard conversions, the Bank’s P/TB ratio of 67.48% at the midpoint value reflects an implied discount of 1.78%. At the top of the super maximum, the Bank’s P/TB ratio of 75.02% reflects an implied premium of 9.20% relative to the recent standard conversions average P/TB ratio at closing.

Valuation Conclusion

Based on the foregoing, it is our opinion that, as of November 11, 2016, the estimated aggregate pro forma market value of the shares to be issued immediately following the

RP® Financial, LC.	VALUATION ANALYSIS
	IV.22

conversion, including shares to be issued to the Foundation, equaled $163,360,000 at the midpoint, equal to 16,336,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% valuation range indicates a minimum value of $138,856,000 and a maximum value of $187,864,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 13,885,600 at the minimum and 18,786,400 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 super maximum value of $216,043,600 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 21,604,360. Based on this valuation range, the offering range is as follows: $136,000,000 at the minimum, $160,000,000 at the midpoint, $184,000,000 at the maximum and $211,600,000 at the super maximum. Based on the $10.00 per share offering price, the number of offering shares is as follows: 13,600,000 at the minimum, 16,000,000 at the midpoint, 18,400,000 at the maximum and 21,160,000 at the super maximum. The pro forma valuation calculations relative to the Peer Group are shown in Table 4.4 and are detailed in Exhibit IV-7 and Exhibit IV-8.

RP^® Financial, LC. LIST OF EXHIBITS

EXHIBITS

RP^® Financial, LC. LIST OF EXHIBITS

LIST OF EXHIBITS

Exhibit Number	Description
I-1	Map of Office Locations
I-2	Audited Financial Statements
I-3	Key Operating Ratios
I-4	Investment Portfolio Composition
I-5	Yields and Costs
I-6	Loan Loss Allowance Activity
I-7	Interest Rate Risk Analysis
I-8	Fixed and Adjustable Rate Loans
I-9	Loan Portfolio Composition
I-10	Contractual Maturity by Loan Type
I-11	Loan Originations, Purchases, Sales and Repayments
I-12	Non-Performing Assets
I-13	Deposit Composition
I-14	Maturity of Time Deposits
I-15	Borrowing Activity
II-1	Description of Office Properties
II-2	Historical Interest Rates

RP^® Financial, LC. LIST OF EXHIBITS

LIST OF EXHIBITS (continued)

Exhibit Number	Description
III-1	General Characteristics of Publicly-Traded Institutions
III-2	Public Market Pricing of Mid-Atlantic Thrift Institutions
III-3	Public Market Pricing of New England Thrift Institutions
III-4	Public Market Pricing of Midwest Thrift Institutions
III-5	Peer Group Market Area Comparative Analysis
IV-1	Stock Prices: As of November 11, 2016
IV-2	Historical Stock Price Indices
IV-3	Stock Indices as of November 11, 2016
IV-4	Market Area Acquisition Activity
IV-5	Director and Senior Management Summary Resumes
IV-6	Pro Forma Regulatory Capital Ratios
IV-7	Pro Forma Analysis Sheet
IV-8	Pro Forma Effect of Conversion Proceeds
V-1	Firm Qualifications Statement

EXHIBIT I-1

PCSB Bank

Map of Office Locations

Exhibit I-1

PCSB Bank

Map of Office Locations

Source: SNL Financial LC

EXHIBIT I-2

PCSB Bank

Audited Financial Statements

[Incorporated by Reference]

EXHIBIT I-3

PCSB Bank

Key Operating Ratios

Exhibit I-3

PCSB Bank

Key Operating Ratios

	At or For the Three Months Ended September 30,				At or For the Year Ended June 30,
	2016		2015		2016		2015			2014		2013		2012
Selected Financial Ratios (1):
Return on average assets (2)		0.46%		0.41%		0.24%		0.05%			0.17%		0.15%		0.26%
Return on average equity (3)		5.24		4.50		2.59		0.45			1.47		1.39		2.33
Non-interest income to average assets		0.17		0.14		0.16		0.15			0.17		0.14		0.13
Non-interest expense to average assets		2.27		2.33		2.48		2.34			2.14		2.11		2.07
Net interest margin (4)		2.89		2.90		2.92		2.50			2.30		2.29		2.53
Efficiency ratio (5)		77.39		79.44		88.17		95.20			89.88		90.15		83.94
Average interest-earning assets to average interest-bearing liabilities		120.00		120.35		120.01		122.55			125.00		125.35		125.23
Loans to deposits		68.40		69.59		70.31		68.56			59.21		52.80		54.36
Equity to assets (6)		8.76		9.22		9.27		11.03			11.47		11.11		11.09
Tangible equity to tangible assets (7)		8.27		8.72		8.77		10.93			11.47		11.11		11.09
Capital Ratios:
Tier 1 capital (to adjusted total assets)		8.85		9.09		8.92		8.88			11.73		11.64		11.51
Tier I capital (to risk-weighted assets)		13.89		14.62		13.47		15.47			22.49		23.68		22.74
Total capital (to risk-weighted assets)		14.39		15.14		13.96		16.03			23.29		24.52		23.75
Common equity Tier 1 capital (to risk-weighted assets)		13.89		14.62		13.47		15.47			22.49		23.68		22.74
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans		0.53		0.54		0.51		0.54	(8)		0.80		0.88		1.05
Allowance for loan losses as a percent of non-performing loans		46.50		25.73		32.17		18.69			22.70		17.91		28.31
Net charge-offs to average outstanding loans during the period		--		0.01		0.23		0.27			0.17		0.37		1.11
Non-performing loans as a percent of total loans		1.14		2.08		1.60		2.87			3.51		4.92		3.72
Non-performing assets as a percent of total assets		0.78		1.32		1.07		1.78			1.85		2.35		1.90
Other Data:
Number of full-service offices		15		15		15		15			10		9		9
Number of full-time equivalent employees		171		173		169		174			138		133		133

(1) Ratios for the three months ended September 30, 2016 and 2015 are annualized.

(2) Represents net income divided by average total assets.

(3) Represents net income divided by average equity.

(4) Represents net interest income as a percent of average interest-earning assets.

(5) Represents non-interest expense divided by the sum of net interest income and non-interest income.

(6) Represents average equity divided by average total assets.

(7) Average tangible equity to average tangible assets is a non-GAAP financial measure and represents average tangible equity calculated as a percentage of average tangible assets for the period presented. We believe that a disclosure of tangible equity to tangible assets may be helpful for those investors who seek to evaluate our equity without giving effect to goodwill and other intangible assets. The following table presents a reconciliation of average tangible equity to average tangible assets for the periods presented:

Source: PCSB Bank’s prospectus.

EXHIBIT I-4

PCSB Bank

Investment Portfolio Composition

Exhibit I-4

PCSB Bank

Investment Portfolio Composition

	At September 30, 2016				At June 30,
					2016				2015				2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Securities held-to-maturity:
U.S. government and agency obligations		$139,572		$139,856		$145,896		$146,202		$169,027		$169,067		$202,842		$202,527
Corporate and other debt securities		-		-		-		-		226		227		450		455
Mortgage-backed securities – residential		71,052		72,715		72,842		74,139		59,675		59,818		42,994		43,410
Mortgage-backed securities – collateralized mortgage obligations		32,856		33,196		30,268		30,580		21,150		21,098		7,341		7,294
Mortgage-backed securities – commercial		21,591		22,480		21,673		22,396		19,835		19,967		13,519		13,536
Total		$265,071		$268,247		$270,679		$273,317		$269,913		$270,177		$267,146		$267,222
Securities available-for-sale:
U.S. government and agency obligations		$60,408		$60,595		$65,953		$66,132		$47,036		$46,917		$42,060		$41,735
Corporate and other debt securities		8,500		8,720		8,514		8,646		4,530		4,409		305		306
Mortgage-backed securities – residential		39,688		40,227		37,043		37,524		32,791		33,568		28,998		30,018
Equity securities		49		49		49		49		49		49		50		50
Total		$108,645		$109,591		$111,559		$112,351		$84,406		$84,943		$71,413		$72,109

Source: PCSB Bank’s prospectus.

EXHIBIT I-5

PCSB Bank

Yields and Costs

Exhibit I-5

PCSB Bank

Yields and Costs

	Three Months Ended September 30,
	2016								2015
	Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost
	(Dollars in thousands)
Assets:
Loans		$776,142			$8,525		4.39	%		$732,817			$8,158		4.45	%
Securities		372,866			1,480		1.59			371,619			1,447		1.56
Other interest-earning assets		65,444			104		0.63			67,633			58		0.34
Total interest-earning assets		1,214,452			10,109		3.33			1,172,069			9,663		3.30
Non-interest-earning assets		55,255								39,366
Total assets		$1,269,707								$1,211,435
Liabilities and equity:
NOW accounts		$109,959			44		0.16			$84,167			34		0.16
Money market accounts		31,410			21		0.27			34,145			23		0.27
Savings accounts		529,381			327		0.25			513,149			397		0.31
Certificates of deposit		325,793			892		1.09			313,740			677		0.86
Total interest-bearing deposits		996,543			1,284		0.51			945,201			1,131		0.48
Federal Home Loan Bank advances		15,474			50		1.29			28,680			48		0.67
Total interest-bearing liabilities		1,012,017			1,334		0.52			973,881			1,179		0.48
Non-interest-bearing deposits		130,768								117,577
Other non-interest-bearing liabilities		15,687								8,225
Total liabilities		1,158,472								1,099,713
Total equity		111,235								111,722
Total liabilities and equity		$1,269,707								$1,211,435
Net interest income					$8,775								$8,484
Interest rate spread							2.80								2.81
Net interest margin							2.89								2.90
Average interest-earning assets to average interest-bearing liabilities		120.00	%							120.35	%

Exhibit I-5 (continued)

PCSB Bank

Yields and Costs

	Year Ended June 30,
	2016								2015								2014
	Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost			Average Balance			Interest and Dividends		Yield/Cost
	(Dollars in thousands)
Assets:
Loans		$743,995			$32,832		4.41	%		$550,281			$23,245		4.23	%		$488,572			$21,237		4.35	%
Securities		365,593			5,897		1.61			336,716			5,360		1.42			340,849			4,340		1.27
Other interest-earning assets		62,034			315		0.51			70,319			222		0.32			107,979			287		0.27
Total interest-earning assets		1,171,622			39,044		3.33			997,316			28,827		2.89			937,400			25,864		2.76
Non-interest-earning assets		46,451								25,047								27,301
Total assets		$1,218,073								$1,022,363								$964,701
Liabilities and equity:
NOW accounts		$92,165			146		0.16			$72,549			106		0.15			$46,951			62		0.13
Money market accounts		32,770			89		0.27			16,272			39		0.24			12,327			24		0.20
Savings accounts		512,321			1,487		1.16			465,951			1,442		1.24			465,565			1,471		1.26
Certificates of deposit		315,028			2,891		0.92			244,159			2,225		0.91			225,062			2,077		0.92
Total interest-bearing deposits		952,284			4,613		0.49			798,931			3,812		0.48			749,905			3,634		0.48
Federal Home Loan Bank advances		23,974			199		0.83			14,902			72		0.49			—			—		—
Total interest-bearing liabilities		976,284			4,812		0.49			813,833			3,884		0.48			749,905			3,634		0.48
Non-interest-bearing deposits		118,871								88,103								95,894
Other non-interest-bearing liabilities		9,989								7,667								8,230
Total liabilities		1,105,118								909,603								854,029
Total equity		112,955								112,760								110,671
Total liabilities and equity		$1,218,073								$1,022,363								$964,700
Net interest income					$34,232								$24,943								$22,230
Interest rate spread							2.84								2.41								2.27
Net interest margin							2.92								2.50								2.30
Average interest-earning assets to average interest- bearing liabilities		120.01	%							122.55	%							125.00	%

Source: PCSB Bank’s prospectus.

EXHIBIT I-6

PCSB Bank

Loan Loss Allowance Activity

Exhibit I-6

PCSB Bank

Loan Loss Allowance Activity

	Three Months Ended September 30,				Year Ended June 30,
	2016		2015		2016		2015			2014		2013		2012
	(Dollars in thousands)
Allowance for loan losses at beginning of period		$4,042		$3,921		$3,921		$4,057			$3,985		$4,945		$8,445
Provision for loan losses		26		41		1,859		1,326			903		741		1,923
Charge-offs:
Residential mortgage loans		38		—		400		175			105		217		293
Commercial mortgage loans		—		—		10		361			—		122		300
Construction loans		—		—		—		327			—		446		1,342
Commercial business loans		324		188		1,668		1,181			743		857		3,236
Home equity lines of credit		—		—		24		43			—		76		—
Other loans		—		14		31		104			28		4		281
Total charge-offs		362		202		2,133		2,191			876		1,722		5,452
Recoveries:
Residential mortgage loans		70		—		—		5			16		—		—
Commercial mortgage loans		18		—		178		8			10		5		—
Construction loans		—		192		192		—			—		—		—
Commercial business loans		271		—		—		710			3		6		1
Home equity lines of credit		—		—		—		6			—		—		—
Other loans		—		—		25		—			16		10		28
Total recoveries		359		192		395		729			45		21		29
Net charge-offs		3		10		1,738		1,462			831		1,701		5,423
Allowance for loan losses at end of period		$4,065		$3,952		$4,042		$3,921			$4,057		$3,985		$4,945
Allowance for loan losses to non-performing loans at end of period		46.50%		25.73%		32.17%		18.69%			22.70%		17.91%		28.31%
Allowance for loan losses to total loans outstanding at end of period		0.53		0.54		0.51		0.54	(1)		0.80		0.88		1.05
Net charge-offs to average loans outstanding during period		—		0.01		0.23		0.27			0.17		0.37		1.11

(1) Loans acquired in the CMS Bancorp, Inc./CMS Bank acquisition were recorded at their estimated fair value at the acquisition date and did not include a carry-over of the related pre-acquisition allowance for loan losses.

Source: PCSB Bank’s Prospectus.

EXHIBIT I-7

PCSB Bank

Interest Rate Risk Analysis

Exhibit I-7

PCSB Bank

Interest Rate Risk Analysis

	NPV						NPV as Percent of Portfolio   Value of Assets
	(Dollars in thousands)
Basis Point Change in Interest Rates	Dollar Amount		Dollar Change		Percent Change		NPV Ratio		Change
400		$112,206		$(45,655)		(28.92)%		9.75%		(2.64)%
300		126,448		(31,413)		(19.90)		10.70		(1.69)
200		140,169		(17,692)		(11.21)		11.56		(0.83)
100		152,578		(5,283)		(3.35)		12.26		(0.13)
0		157,861		—		—		12.39		—
(100)		165,145		7,284		4.61		12.71		0.32

Source: PCSB Bank’s prospectus.

EXHIBIT I-8

PCSB Bank

Fixed and Adjustable Rate Loans

Exhibit I-8

PCSB Bank

Fixed and Adjustable Rate Loans

	Fixed Rates		%		Floating or Adjustable Rates		%		Total
	(Dollars in thousands)
Residential mortgage loans		$192,197		85.53%		$32,522		14.47%		$224,719
Commercial mortgage loans		77,232		20.62		297,329		79.38		374,561
Construction loans		280		2.08		13,170		97.92		13,450
Commercial business loans		31,052		82.20		6,723		17.80		37,775
Home equity lines of credit		219		0.53		40,961		99.47		41,180
Other loans		15,745		98.29		274		1.71		16,019
Total		$316,725		44.75%		$390,979		55.25%		$707,704

Source: PCSB Bank’s prospectus.

EXHIBIT I-9

PCSB Bank

Loan Portfolio Composition

Exhibit I-9

PCSB Bank

Loan Portfolio Composition

	At September 30,				At June 30,
	2016				2016				2015				2014				2013				2012
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Mortgage Loans:
Residential		$222,750		29.05%		$226,073		28.79%		$240,448		32.93%		$161,740		31.74%		$117,924		26.07%		$120,223		25.58
Commercial		375,896		49.01		385,827		49.14		324,574		44.47		188,741		37.03		163,807		36.20		165,647		35.26
Construction		28,802		3.76		25,050		3.19		11,886		1.63		19,517		3.83		20,292		4.49		21,618		4.60
Total		627,448		81.82		636,950		81.12		576,908		79.03		369,998		72.60		302,023		66.76		307,488		65.44
Commercial business		82,604		10.77		90,600		11.54		99,699		13.66		96,349		18.91		103,931		22.97		114,410		24.35
Home equity lines of credit		40,396		5.27		41,180		5.24		40,605		5.56		33,952		6.66		38,089		8.42		39,163		8.33
Other loans		16,407		2.14		16,476		2.10		12,858		1.76		9,307		1.83		8,349		1.85		8,847		1.88
Total loans receivable		766,855		100.00%		785,206		100.00%		730,070		100.00%		509,606		100.00%		452,392		100.00%		469,908		100.00%
Plus: net deferred loan origination costs and fees		1,125				1,172				985				1,612				1,170				1,268
Less: allowance for loan losses		(4,065)				(4,042)				(3,921)				(4,057)				(3,985)				(4,945)
Loans receivable, net		$763,915				$782,336				$727,134				$507,161				$449,577				$466,231

Source: PCSB Bank’s prospectus.

EXHIBIT I-10

PCSB Bank

Contractual Maturity by Loan Type

Exhibit I-10

PCSB Bank

Contractual Maturity by Loan Type

	At September 30, 2016
	Residential   Mortgage Loans		Commercial     Real Estate Loans		Construction   Loans		Commercial   Business Loans		Home Equity   Lines of Credit		Other     Loans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less		$1,193		$6,498		$16,444		$42,714		—		$447		$67,296
More than one year through two years		1,089		4,166		12,113		8,535		6		741		26,650
More than two years through three years		1,285		8,309		245		10,220		—		1,034		21,093
More than three years through five years		1,600		14,567		—		3,847		20		3,442		23,476
More than five years through ten years		8,208		112,199		—		9,656		378		10,611		141,052
More than ten years through fifteen years		39,408		67,953		—		3,793		2,848		—		114,002
More than fifteen years		169,967		162,204		—		3,839		37,144		132		373,286
Total		$222,750		$375,896		$28,802		$82,604		$40,396		$16,407		$766,855

Source: PCSB Bank’s prospectus.

EXHIBIT I-11

PCSB Bank

Loan Originations, Purchases, Sales and Repayments

Exhibit I-11

PCSB Bank

Loan Originations, Purchases, Sales and Repayments

	Three Months Ended September 30,				Year Ended June 30,
	2016		2015		2016		2015		2014
	(In thousands)
Total loans at beginning of period		$785,206		$730,070		$730,070		$509,606		$452,392
Loans originated:
Residential mortgage loans		6,005		8,682		22,377		24,319		15,497
Commercial mortgage loans		9,091		15,971		74,764		62,998		58,975
Construction loans		4,439		4,063		12,732		6,632		4,579
Commercial business loans		8,589		12,504		35,488		44,679		36,181
Home equity lines of credit		1,704		1,756		6,587		10,916		4,858
Other loans		903		1,168		7,818		6,644		4,211
Total loans originated		30,731		44,144		159,766		156,188		124,301
Loans purchased:
Residential mortgage loans		—		—		—		—		48,933
Commercial mortgage loans		—		7,644		35,043		2,075		4,511
Construction loans		—		—		8,938		1,563		3,778
Commercial business loans		—		—		—		—		—
Home equity lines of credit		—		—		—		—		—
Other loans		—		—		—		—		200
Total loans purchased		—		7,644		43,981		3,638		57,422
Loans acquired by merger:
Residential mortgage loans		—		—		—		86,564		—
Commercial mortgage loans		—		—		—		111,118		—
Construction loans		—		—		—		326		—
Commercial business loans		—		—		—		7,834		—
Home equity lines of credit		—		—		—		9,099		—
Other loans		—		—		—		—		—
Total loans acquired by merger		—		—		—		214,941		—
Less:
Loan principal repayments		(45,386)		(44,299)		(148,611)		(152,417)		(123,571)
Loan sales		(3,696)		—		—		(1,886)		(938)
Net loan activity		(18,351)		7,489		55,136		220,464		57,214
Total loans at end of period		$766,855		$737,559		$785,206		$730,070		$509,606

Source: PCSB Bank’s prospectus.

EXHIBIT I-12

PCSB Bank

Non-Performing Assets

Exhibit I-12

PCSB Bank

Non-Performing Assets

	At September 30,		At June 30,
	2016		2016		2015		2014		2013		2012
	(Dollars in thousands)
Non-accrual loans and troubled debt restructurings:
Residential mortgage loans		$4,505		$5,881		$4,389		$3,659		$3,745		$2,894
Commercial mortgage loans		307		300		6,308		2,562		7,385		2,502
Construction loans		144		144		2,020		5,951		2,748		3,431
Commercial business loans		2,768		5,048		7,011		5,361		5,809		8,060
Home equity lines of credit		662		602		424		132		204		171
Other loans		356		584		310		—		—		—
Total		8,742		12,559		20,462		17,665		19,891		17,058
Accruing loans past due 90 days or more:
Residential mortgage loans		—		—		—		—		18		410
Commercial mortgage loans		—		—		—		—		95		—
Construction loans		—		—		—		—		2,067		—
Commercial business loans		—		—		514		204		175		—
Home equity lines of credit		—		—		—		—		—		—
Other loans		—		4		4		—		—		—
		—		4		518		204		2,355		410
		8,742		12,563		20,980		17,869		22,246		17,468
Real estate owned		1,059		905		368		211		571		1,024
Total non-performing assets		$9,801		$13,468		$21,384		$18,080		$22,817		$18,492
Troubled debt restructurings (accruing):
Residential mortgage loans		$371		$378		$2,319		$423		$—		$—
Commercial mortgage loans		5,140		8,977		1,388		1,394		1,403		—
Construction loans		—		—		—		—		3,207		3,707
Commercial business loans		3,848		3,909		7,901		7,113		8,144		2,823
Home equity lines of credit		11		11		—		—		—		—
Other loans		—		—		72		2,040		—		—
Total troubled debt restructurings (accruing)		$9,370		$13,275		$11,680		$10,970		$12,754		$6,530
Total troubled debt restructurings (accruing) and total non-performing assets		$19,171		$26,743		$33,028		$29,050		$35,571		$25,002
Total non-performing loans to total loans		1.14%		1.60%		2.87%		3.51%		4.92%		3.72%
Total non-performing loans to total assets		0.70		1.00		1.75		1.83		2.29		1.79
Total non-performing assets and troubled debt restructurings (accruing) to total assets		1.53		2.12		2.75		2.97		3.67		2.56

Source: PCSB Bank’s prospectus.

EXHIBIT I-13

PCSB Bank

Deposit Composition

Exhibit I-13

PCSB Bank

Deposit Composition

	At September 30,				At June 30,
	2016				2016				2015				2014
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(In thousands)
Non-interest bearing demand accounts		$135,756		12.16%		$122,740		11.03%		$129,520		12.21%		$94,873		11.08%
NOW accounts		107,595		9.63		111,455		10.02		82,890		7.82		70,066		8.18
Money market accounts		32,149		2.88		31,194		2.80		33,109		3.12		11,114		1.30
Savings accounts		520,128		46.57		516,249		46.40		500,470		47.19		455,011		53.12
Certificates of deposit:
Less than $100,000		176,652		15.82		181,827		16.34		185,103		17.45		150,509		17.57
Greater than or equal to $100,000		144,557		12.94		149,230		13.41		128,542		12.12		74,945		8.75
Total	$	1,116,837		100.00%	$	1,112,695		100.00%	$	1,060,505		100.00%	$	856,518		100.00%

Source: PCSB Bank’s prospectus.

EXHIBIT I-14

PCSB Bank

Maturity of Time Deposits

Exhibit I-14

PCSB Bank

Maturity of Time Deposits

At September 30, 2016:

	Amount Due
	Less Than One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years		Total		Percent of Total Time Deposit Accounts
	(Dollars in thousands)
0.00 - 1.00%		$94,025		$22,479		$3,604		$5,594		$125,702		39.14%
1.01 – 2.00%		42,545		27,047		77,392		38,848		185,832		57.87
2.01 – 3.00%		7,505		—		—		2,091		9,596		2.99
3.01% and above		—		—		—		—		—		—
Total		$144,705		$49,526		$80,996		$46,533		$321,130		100.00%

Source: PCSB Bank’s prospectus.

EXHIBIT I-15

PCSB Bank

Borrowing Activity

Exhibit I-15

PCSB Bank

Borrowing Activity

	Three Months Ended September 30,				Year Ended June 30,
	2016		2015		2016		2015		2014
	(In thousands)
Maximum balance outstanding at any month-end during period:
Federal Home Loan Bank advances		$20,071		$34,000		$34,000		$54,050		—
Average balance outstanding during period:
Federal Home Loan Bank advances		15,474		28,680		23,974		14,902		—
Weighted average interest rate during period:
Federal Home Loan Bank advances		1.29%		0.67%		0.83%		0.48%		—
Balance outstanding at end of period:
Federal Home Loan Bank advances		$11,051		$27,000		$20,081		$14,000		—
Weighted average interest rate at end of period:
Federal Home Loan Bank advances		1.50%		0.71%		1.16%		0.52%		—

Source: PCSB Bank’s prospectus.

EXHIBIT II-1

PCSB Bank

Description of Office Properties

Exhibit II-1

PCSB Bank

Description of Office Properties

Properties

At September 30, 2016, we conducted business through our administrative/headquarters office in Yorktown Heights and our 15 banking offices located in Brewster (main banking office), Eastchester, Fishkill, Greenburgh, Jefferson Valley, Kent, Mahopac, Mount Kisco, Mount Vernon, New City, Pawling (2 branch offices), East White Plains, Somers, and Yorktown Heights, all of which are located in New York. We own four and lease 12 of our properties. At September 30, 2016, the net book value of our land, buildings, furniture, fixtures and equipment was $10.8 million.

Source: PCSB Bank’s prospectus.

EXHIBIT II-2

Historical Interest Rates

Exhibit II-2

Historical Interest Rates(1)

Year/Qtr. Ended		Prime Rate			90 Day T-Note			One Year T-Note			10 Year T-Note
2004:	Quarter 1		4.00	%		0.95	%		1.20	%		3.86%
	Quarter 2		4.00	%		1.33	%		2.09	%		4.62%
	Quarter 3		4.75	%		1.70	%		2.16	%		4.12%
	Quarter 4		5.25	%		2.22	%		2.75	%		4.24%
2005:	Quarter 1		5.75	%		2.80	%		3.43	%		4.51%
	Quarter 2		6.00	%		3.12	%		3.51	%		3.98%
	Quarter 3		6.75	%		3.55	%		4.01	%		4.34%
	Quarter 4		7.25	%		4.08	%		4.38	%		4.39%
2006:	Quarter 1		7.75	%		4.63	%		4.82	%		4.86%
	Quarter 2		8.25	%		5.01	%		5.21	%		5.15%
	Quarter 3		8.25	%		4.88	%		4.91	%		4.64%
	Quarter 4		8.25	%		5.02	%		5.00	%		4.71%
2007:	Quarter 1		8.25	%		5.04	%		4.90	%		4.65%
	Quarter 2		8.25	%		4.82	%		4.91	%		5.03%
	Quarter 3		7.75	%		3.82	%		4.05	%		4.59%
	Quarter 4		7.25	%		3.36	%		3.34	%		3.91%
2008:	Quarter 1		5.25	%		1.38	%		1.55	%		3.45%
	Quarter 2		5.00	%		1.90	%		2.36	%		3.99%
	Quarter 3		5.00	%		0.92	%		1.78	%		3.85%
	Quarter 4		3.25	%		0.11	%		0.37	%		2.25%
2009:	Quarter 1		3.25	%		0.21	%		0.57	%		2.71%
	Quarter 2		3.25	%		0.19	%		0.56	%		3.53%
	Quarter 3		3.25	%		0.14	%		0.40	%		3.31%
	Quarter 4		3.25	%		0.06	%		0.47	%		3.85%
2010:	Quarter 1		3.25	%		0.16	%		0.41	%		3.84%
	Quarter 2		3.25	%		0.18	%		0.32	%		2.97%
	Quarter 3		3.25	%		0.18	%		0.32	%		2.97%
	Quarter 4		3.25	%		0.12	%		0.29	%		3.30%
2011:	Quarter 1		3.25	%		0.09	%		0.30	%		3.47%
	Quarter 2		3.25	%		0.03	%		0.19	%		3.18%
	Quarter 3		3.25	%		0.02	%		0.13	%		1.92%
	Quarter 4		3.25	%		0.02	%		0.12	%		1.89%
2012:	Quarter 1		3.25	%		0.07	%		0.19	%		2.23%
	Quarter 2		3.25	%		0.09	%		0.21	%		1.67%
	Quarter 3		3.25	%		0.10	%		0.17	%		1.65%
	Quarter 4		3.25	%		0.05	%		0.16	%		1.78%
2013:	Quarter 1		3.25	%		0.07	%		0.14	%		1.87%
	Quarter 2		3.25	%		0.04	%		0.15	%		2.52%
	Quarter 3		3.25	%		0.02	%		0.10	%		2.64%
	Quarter 4		3.25	%		0.07	%		0.13	%		3.04%
2014:	Quarter 1		3.25	%		0.05	%		0.13	%		2.73%
	Quarter 2		3.25	%		0.04	%		0.11	%		2.53%
	Quarter 3		3.25	%		0.02	%		0.13	%		2.52%
	Quarter 4		3.25	%		0.04	%		0.25	%		2.17%
2015:	Quarter 1		3.25	%		0.03	%		0.26	%		1.94%
	Quarter 2		3.25	%		0.01	%		0.28	%		2.35%
	Quarter 3		3.25	%		0.00	%		0.33	%		2.06%
	Quarter 4		3.50	%		0.16	%		0.65	%		2.27%
2016:	Quarter 1		3.50	%		0.21	%		0.59	%		1.78%
	Quarter 2		3.50	%		0.26	%		0.45	%		1.49%
	Quarter 3		3.50	%		0.29	%		0.59	%		1.60%
As of Nov. 11, 2016			3.50	%		0.48	%		0.72	%		2.15%

(1) End of period data.

EXHIBIT III-1

General Characteristics of Publicly-Traded Institutions

Exhibit III-1

Characteristics of Publicly-Traded Thrifts

November 11, 2016

As of     November 11, 2016

Ticker

Financial Institution

Exchange

Region

City

State

Total Assets (1)

Offices

Fiscal Mth End

Conv. Date

Stock Price

Market Value

($Mil)

($)

($Mil)

ANCB

Anchor Bancorp

NASDAQ

WE

Lacey

WA

$432

10

Jun

1/26/11

$

24.25

$

61

ASBB

ASB Bncp Inc

NASDAQ

SE

Asheville

NC

806

13

Dec

10/12/11

26.85

102

ACFC

Atlantic Coast Financial Corp.

NASDAQ

SE

Jacksonville

FL

922

12

Dec

2/4/11

6.62

103

BCTF

Bancorp 34 Inc.

NASDAQ

SW

Alamogordo

NM

287

4

Dec

10/12/16

12.33

42

BKMU

Bank Mutual Corp.

NASDAQ

MW

Milwaukee

WI

2,620

66

Dec

10/30/03

8.40

384

BFIN

BankFinancial Corp

NASDAQ

MW

Burr Ridge

IL

1,500

20

Dec

6/24/05

13.52

261

BYBK

Bay Bancorp Inc.

NASDAQ

MA

Columbia

MD

496

15

Dec

1/0/00

5.73

63

BNCL

Beneficial Bancorp Inc

NASDAQ

MA

Philadelphia

PA

5,514

64

Dec

1/13/15

16.10

1,222

BHBK

Blue Hills Bancorp Inc

NASDAQ

NE

Norwood

MA

2,241

12

Dec

7/22/14

16.90

453

BOFI

BofI Holding Inc.

NASDAQ

WE

San Diego

CA

7,599

2

Jun

3/14/05

22.60

1,431

BYFC

Broadway Financial Corp.

NASDAQ

WE

Los Angeles

CA

408

3

Dec

1/9/96

1.60

47

BLMT

BSB Bancorp Inc.

NASDAQ

NE

Belmont

MA

1,979

7

Dec

10/5/11

26.00

237

CFFN

Capitol Federal Financial Inc

NASDAQ

MW

Topeka

KS

9,242

47

Sep

12/22/10

16.07

2,209

CARV

Carver Bancorp Inc.

NASDAQ

MA

New York

NY

698

9

Mar

10/25/94

4.00

15

CFBK

Central Federal Corp.

NASDAQ

MW

Worthington

OH

365

4

Dec

12/30/98

1.50

24

CHFN

Charter Financial Corp.

NASDAQ

SE

West Point

GA

1,428

21

Sep

4/9/13

13.86

208

CSBK

Clifton Bancorp Inc

NASDAQ

MA

Clifton

NJ

1,286

13

Mar

4/2/14

16.25

375

CWAY

Coastway Bncp, Inc.

NASDAQ

NE

Warwick

RI

600

11

Dec

1/15/14

13.52

60

DCOM

Dime Community Bancshares Inc.

NASDAQ

MA

Brooklyn

NY

5,556

25

Dec

6/26/96

18.70

702

ESBK

Elmira Savings Bank

NASDAQ

MA

Elmira

NY

575

13

Dec

3/1/85

19.97

55

ENFC

Entegra Financial

NASDAQ

SE

Franklin

NC

1,193

16

Dec

10/1/14

18.65

120

EQFN

Equitable Financial Corp.

NASDAQ

MW

Grand Island

NE

225

6

Jun

7/9/15

8.70

30

ESSA

ESSA Bancorp Inc.

NASDAQ

MA

Stroudsburg

PA

1,767

27

Sep

4/4/07

14.34

163

FCAP

First Capital Inc.

NASDAQ

MW

Corydon

IN

739

17

Dec

1/4/99

31.36

105

FBNK

First Connecticut Bancorp, Inc

NASDAQ

NE

Farmington

CT

2,779

27

Dec

6/30/11

20.85

330

FDEF

First Defiance Financial

NASDAQ

MW

Defiance

OH

2,410

34

Dec

10/2/95

43.80

393

FNWB

First Northwest Bancorp

NASDAQ

WE

Port Angeles

WA

1,010

11

Jun

1/30/15

14.25

185

FBC

Flagstar Bancorp Inc.

NYSE

MW

Troy

MI

13,723

99

Dec

4/30/97

28.55

1,616

FSBW

FS Bancorp Inc.

NASDAQ

WE

Mountlake Terrace

WA

784

12

Dec

7/10/12

30.86

94

FSBC

FSB Bancorp Inc.

NASDAQ

MA

Fairport

NY

280

5

Dec

7/14/16

13.59

26

HBK

Hamilton Bancorp Inc

NASDAQ

MA

Towson

MD

523

7

Mar

10/10/12

13.55

46

HIFS

Hingham Instit. for Savings

NASDAQ

NE

Hingham

MA

1,919

13

Dec

12/20/88

160.79

343

HMNF

HMN Financial Inc.

NASDAQ

MW

Rochester

MN

653

13

Dec

6/30/94

15.36

69

HFBL

Home Fedl Bncp Inc. LA

NASDAQ

SW

Shreveport

LA

382

7

Jun

12/22/10

24.00

47

IROQ

IF Bancorp Inc.

NASDAQ

MW

Watseka

IL

596

6

Jun

7/8/11

18.68

74

ISBC

Investors Bancorp Inc

NASDAQ

MA

Short Hills

NJ

21,718

152

Dec

5/8/14

13.61

4,209

JXSB

Jacksonville Bancorp

NASDAQ

MW

Jacksonville

IL

313

6

Dec

7/15/10

29.26

53

KRNY

Kearny Financial Corp.

NASDAQ

MA

Fairfield

NJ

4,500

42

Jun

5/19/15

14.70

1,301

MLVF

Malvern Bancorp Inc

NASDAQ

MA

Paoli

PA

796

9

Sep

10/12/12

18.40

121

MELR

Melrose Bancorp Inc

NASDAQ

NE

Melrose

MA

257

1

Dec

10/22/14

16.25

42

EBSB

Meridian Bancorp Inc.

NASDAQ

NE

Peabody

MA

3,929

31

Dec

7/29/14

16.75

900

CASH

Meta Financial Group Inc.

NASDAQ

MW

Sioux Falls

SD

3,144

10

Sep

9/20/93

84.05

747

Exhibit III-1

Characteristics of Publicly-Traded Thrifts

November 11, 2016

As of     November 11, 2016

Ticker

Financial Institution

Exchange

Region

City

State

Total Assets (1)

Offices

Fiscal Mth End

Conv. Date

Stock Price

Market Value

($Mil)

($)

($Mil)

MSBF

MSB Financial Corp.

NASDAQ

MA

Millington

NJ

396

5

Dec

7/17/15

13.80

79

NYCB

New York Community Bancorp

NYSE

MA

Westbury

NY

49,036

260

Dec

11/23/93

15.20

7,403

NFBK

Northfield Bancorp Inc.

NASDAQ

MA

Woodbridge

NJ

3,741

38

Dec

1/25/13

18.22

881

NWBI

Northwest Bancshares, Inc.

NASDAQ

MA

Warren

PA

8,964

177

Dec

12/18/09

17.61

1,784

OCFC

OceanFirst Financial Corp.

NASDAQ

MA

Toms River

NJ

4,047

62

Dec

7/3/96

22.71

587

ORIT

Oritani Financial Corp.

NASDAQ

MA

Township of Washington

NJ

3,669

27

Jun

6/24/10

17.20

778

OTTW

Ottawa Bancorp Inc.

NASDAQ

MW

Ottawa

IL

217

3

Dec

10/12/16

11.68

40

PBHC

Pathfinder Bancorp Inc.

NASDAQ

MA

Oswego

NY

671

18

Dec

10/17/14

12.38

54

PBBI

PB Bancorp Inc.

NASDAQ

NE

Putnam

CT

503

8

Jun

1/8/16

9.10

72

PBSK

Poage Bankshares Inc.

NASDAQ

MW

Ashland

KY

448

10

Dec

9/13/11

20.90

78

PROV

Provident Financial Holdings

NASDAQ

WE

Riverside

CA

1,171

15

Jun

6/28/96

20.05

160

PFS

Provident Financial Services

NYSE

MA

Iselin

NJ

9,227

89

Dec

1/16/03

25.90

1,711

PBIP

Prudential Bancorp Inc.

NASDAQ

MA

Philadelphia

PA

556

6

Sep

10/10/13

14.80

119

RNDB

Randolph Bancorp Inc

NASDAQ

NE

Stoughton

MA

456

6

Dec

7/1/16

13.95

82

RVSB

Riverview Bancorp Inc.

NASDAQ

WE

Vancouver

WA

932

17

Mar

10/1/97

5.53

124

SVBI

Severn Bancorp Inc.

NASDAQ

MA

Annapolis

MD

794

5

Dec

1/0/00

6.50

82

SIFI

SI Financial Group Inc.

NASDAQ

NE

Willimantic

CT

1,518

25

Dec

1/13/11

14.10

172

SBCP

Sunshine Bancorp Inc

NASDAQ

SE

Plant City

FL

515

19

Dec

7/15/14

14.78

78

TBNK

Territorial Bancorp Inc.

NASDAQ

WE

Honolulu

HI

1,851

29

Dec

7/13/09

30.41

297

TSBK

Timberland Bancorp Inc.

NASDAQ

WE

Hoquiam

WA

858

22

Sep

1/13/98

17.22

120

TRST

TrustCo Bank Corp NY

NASDAQ

MA

Glenville

NY

4,831

145

Dec

1/0/00

8.30

794

UCBA

United Community Bancorp

NASDAQ

MW

Lawrenceburg

IN

526

8

Jun

1/10/13

15.75

66

UCFC

United Community Finl Corp.

NASDAQ

MW

Youngstown

OH

2,081

31

Dec

7/9/98

8.34

388

UBNK

United Financial Bancorp

NASDAQ

NE

Glastonbury

CT

6,415

54

Dec

3/4/11

16.45

831

WSBF

Waterstone Financial Inc.

NASDAQ

MW

Wauwatosa

WI

1,799

13

Dec

1/23/14

17.60

517

WAYN

Wayne Savings Bancshares

NASDAQ

MW

Wooster

OH

449

11

Dec

1/9/03

14.40

40

WCFB

WCF Bancorp Inc.

NASDAQ

MW

Webster City

IA

138

2

Dec

7/14/16

8.50

22

WEBK

Wellesley Bancorp

NASDAQ

NE

Wellesley

MA

647

6

Dec

1/26/12

24.50

60

WBB

Westbury Bancorp Inc.

NASDAQ

MW

West Bend

WI

671

8

Sep

4/10/13

19.91

82

WNEB

Western New England Bancorp

NASDAQ

NE

Westfield

MA

1,306

23

Dec

1/4/07

8.30

251

WBKC

Wolverine Bancorp Inc.

NASDAQ

MW

Midland

MI

379

3

Dec

1/20/11

26.30

56

WSFS

WSFS Financial Corp.

NASDAQ

MA

Wilmington

DE

5,834

64

Dec

11/26/86

40.00

1,253

WVFC

WVS Financial Corp.

NASDAQ

MA

Pittsburgh

PA

336

6

Jun

11/29/93

12.60

25

GCBC

Greene County Bncp Inc. (MHC)

NASDAQ

MA

Catskill

NY

869

15

Jun

12/30/98

21.75

185

HONE

HarborOne Bancorp Inc (MHC)

NASDAQ

NE

Brockton

MA

2,267

17

Dec

6/30/16

18.05

580

KFFB

Kentucky First Federal (MHC)

NASDAQ

MW

Frankfort

KY

292

7

Jun

3/3/05

8.26

70

LSBK

Lake Shore Bancorp Inc. (MHC)

NASDAQ

MA

Dunkirk

NY

480

11

Dec

4/4/06

14.23

87

MGYR

Magyar Bancorp Inc. (MHC)

NASDAQ

MA

New Brunswick

NJ

568

6

Sep

1/24/06

10.35

60

OFED

Oconee Federal Financial Corp.

NASDAQ

SE

Seneca

SC

486

7

Jun

1/14/11

20.90

121

PVBC

Provident Bancorp Inc (MHC)

NASDAQ

NE

Amesbury

MA

760

8

Dec

7/16/15

17.55

167

TFSL

TFS Financial Corp (MHC)

NASDAQ

MW

Cleveland

OH

12,624

38

Sep

4/23/07

18.38

5,224

(1)   As of June 30, 2016 or the most recent quarter end available.

Source: SNL Financial, LC.

EXHIBIT III-2

Public Market Pricing of Mid-Atlantic Thrift Institutions

Exhibit III-2

Public Market Pricing of Mid-Atlantic Institutions

As of November 11, 2016

			Market				Per Share Data
			Capitalization				Core		Book												Dividends(3)						Financial Characteristics(5)
			Price/		Market		12 Month		Value/		Pricing Ratios(2)										Amount/				Payout		Total		Equity/		Tang. Eq./		NPAs/		Reported				Core
			Share		Value		EPS(1)		Share		P/E		P/B		P/A		P/TB		P/Core		Share		Yield		Ratio(4)		Assets		Assets		T. Assets		Assets		ROAA		ROAE		ROAA		ROAE
			($)		($Mil)		($)		($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
All Non-MHC Public Companies(6)
Averages				$19.71		$508.70		$1.05		$15.61		18.15x		120.76%		14.84%		130.63%		19.38x		$0.31		1.53%		50.07%		$3,066		12.71%		12.19%		1.11%		0.71%		6.03%		0.74%		6.19%
Median				$16.10		$120.14		$0.79		$14.24		18.27x		118.75%		14.26%		125.08%		18.58x		$0.24		1.48%		43.04%		$937		11.52%		11.20%		0.88%		0.65%		5.44%		0.66%		5.44%
Mid-Atlantic Institutions
Averages				$15.77		$953.94		$0.74		$13.11		16.27x		121.70%		15.86%		139.74%		19.70x		$0.32		1.85%		58.58%		$5,579		13.42%		12.42%		1.28%		0.65%		5.47%		0.73%		5.94%
Medians				$14.80		$374.50		$0.62		$13.41		17.03x		121.56%		15.73%		139.60%		18.95x		$0.26		1.62%		50.47%		$1,772		12.04%		11.12%		0.83%		0.46%		4.13%		0.74%		5.44%
Mid-Atlantic Institutions
BYBK	Bay Bancorp, Inc.	MD		$5.73		$62.75		$0.18		$6.18		NM		92.71%		12.63%		95.94%		32.66x		$0.00		0.00%		NM		$496		13.62%		13.22%		1.38%		0.35%		2.51%		0.39%		2.76%
BNCL	Beneficial Bancorp, Inc.	PA		$16.10		$1,222.22		$0.40		$13.41		NM		120.04%		22.01%		144.69%		NM		$0.24		1.49%		38.71%		$5,580		18.34%		15.70%		NA		0.44%		2.13%		0.56%		2.73%
CARV	Carver Bancorp, Inc.	NY		$4.00		$14.78		($0.38)		$2.67		NM		149.88%		2.27%		149.88%		NM		$0.00		0.00%		NM		$698		7.88%		7.88%		3.15%		-0.05%		-0.64%		-0.16%		-2.11%
CSBK	Clifton Bancorp Inc.	NJ		$16.25		$374.50		$0.19		$13.12		NM		123.86%		28.59%		123.86%		NM		$0.24		1.48%		126.32%		$1,312		23.08%		23.08%		NA		0.36%		1.40%		0.36%		1.38%
DCOM	Dime Community Bancshares, Inc.	NY		$18.70		$702.07		$1.05		$14.79		8.27x		126.43%		12.06%		140.51%		17.73x		$0.56		2.99%		24.78%		$5,822		9.54%		8.67%		0.24%		1.57%		15.89%		0.73%		7.42%
ESBK	Elmira Savings Bank	NY		$19.97		$54.74		$1.23		$16.80		15.85x		118.90%		9.82%		162.48%		16.29x		$0.92		4.61%		73.02%		$567		9.83%		7.83%		NA		0.77%		7.81%		0.75%		7.67%
ESSA	ESSA Bancorp, Inc.	PA		$14.34		$163.38		$0.71		$15.48		19.64x		92.65%		9.22%		102.08%		20.07x		$0.36		2.51%		49.32%		$1,772		9.95%		9.11%		NA		0.45%		4.40%		0.44%		4.31%
FSBC	FSB Bancorp, Inc.	NY		$13.59		$26.38		NA		$16.20		NM		83.87%		10.16%		83.87%		NM		NA		NA		NM		$260		12.11%		12.11%		NA		0.22%		2.48%		NA		NA
HBK	Hamilton Bancorp, Inc.	MD		$13.55		$46.25		$0.18		$18.10		NM		74.84%		8.94%		88.31%		NM		NA		NA		NM		$517		11.95%		10.32%		NA		-0.01%		-0.04%		0.12%		0.88%
ISBC	Investors Bancorp, Inc.	NJ		$13.61		$4,209.49		$0.58		$10.03		23.47x		135.67%		18.75%		139.60%		23.48x		$0.32		2.35%		44.83%		$22,536		13.82%		13.49%		0.49%		0.83%		5.44%		0.83%		5.44%
KRNY	Kearny Financial Corp.	NJ		$14.70		$1,301.26		$0.19		$12.57		NM		116.96%		28.95%		129.57%		NM		$0.08		0.54%		42.11%		$4,523		24.75%		22.89%		NA		0.39%		1.51%		0.39%		1.52%
MLVF	Malvern Bancorp, Inc.	PA		$18.40		$120.71		$1.80		$14.42		9.89x		127.61%		14.70%		127.61%		10.21x		$0.11		0.00%		NM		$821		11.52%		11.52%		0.45%		1.59%		14.05%		1.54%		13.62%
MSBF	MSB Financial Corp.	NJ		$13.80		$78.81		$0.12		$12.71		NM		108.60%		18.18%		108.60%		NM		$0.00		0.00%		NM		$434		16.74%		16.74%		NA		0.18%		0.90%		0.26%		1.34%
NYCB	New York Community Bancorp, Inc.	NY		$15.20		$7,403.27		$1.20		$12.50		NM		121.56%		14.97%		202.62%		12.72x		$0.68		4.47%		NM		$49,463		12.31%		7.77%		0.12%		-0.05%		-0.39%		1.16%		9.56%
NFBK	Northfield Bancorp, Inc.	NJ		$18.22		$880.62		$0.58		$12.84		NM		141.93%		23.27%		151.78%		31.32x		$0.32		1.76%		59.62%		$3,785		16.40%		15.50%		0.83%		0.66%		3.93%		0.74%		4.41%
NWBI	Northwest Bancshares, Inc.	PA		$17.61		$1,783.94		$0.78		$11.48		NM		153.37%		18.36%		217.17%		22.56x		$0.60		3.41%		146.34%		$9,715		11.97%		8.76%		1.24%		0.46%		3.57%		0.88%		6.79%
OCFC	OceanFirst Financial Corp.	NJ		$22.71		$587.07		$1.41		$16.14		21.22x		140.70%		14.14%		169.19%		16.16x		$0.60		2.64%		50.47%		$4,151		10.05%		8.50%		1.25%		0.69%		6.95%		0.91%		9.22%
ORIT	Oritani Financial Corp.	NJ		$17.20		$778.19		$0.87		$11.94		15.36x		144.02%		20.48%		144.02%		19.69x		$0.70		4.07%		107.14%		$3,795		14.22%		14.22%		0.30%		1.37%		9.19%		1.07%		7.19%
PBHC	Pathfinder Bancorp, Inc.	NY		$12.38		$54.14		$0.65		$13.46		16.96x		92.01%		NA		100.06%		18.95x		$0.20		1.62%		27.40%		$717		NA		NA		NA		0.47%		NA		0.43%		4.41%
PFS	Provident Financial Services, Inc.	NJ		$25.90		$1,710.51		$1.39		$18.84		18.91x		137.44%		18.21%		211.48%		18.58x		$0.72		2.78%		51.82%		$9,390		13.25%		NA		0.76%		0.96%		7.12%		0.95%		7.10%
PBIP	Prudential Bancorp, Inc.	PA		$14.80		$119.07		$0.21		$14.05		NM		105.31%		21.41%		105.31%		NM		$0.12		0.81%		54.55%		$556		20.33%		20.33%		3.33%		0.34%		1.50%		0.31%		1.39%
SVBI	Severn Bancorp, Inc.	MD		$6.50		$81.75		NA		$6.90		5.70x		94.20%		10.51%		94.57%		NM		$0.00		0.00%		NM		$778		11.16%		11.12%		4.11%		2.00%		17.36%		2.00%		17.36%
TRST	TrustCo Bank Corp NY	NY		$8.30		$794.35		$0.43		$4.56		18.91x		182.18%		16.49%		182.41%		19.10x		$0.26		3.16%		59.79%		$4,813		9.05%		9.04%		0.88%		0.88%		9.92%		0.87%		9.82%
WSFS	WSFS Financial Corporation	DE		$40.00		$1,252.98		$2.50		$22.08		20.30x		181.12%		18.91%		241.13%		16.03x		$0.28		0.70%		12.69%		$6,628		10.44%		8.05%		0.61%		1.04%		9.85%		1.33%		12.50%
WVFC	WVS Financial Corp.	PA		$12.60		$25.30		NA		$16.44		17.03x		76.65%		7.55%		76.65%		NM		$0.16		1.27%		27.03%		$335		9.85%		9.85%		NA		0.42%		4.32%		NA		NA

(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.

(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.

(3) Indicated 12 month dividend, based on last quarterly dividend declared.

(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.

(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.

(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source: SNL Financial, LC. 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) 2016 by RP® Financial, LC.

EXHIBIT III-3

Public Market Pricing of New England Thrift Institutions

Exhibit III-3

Public Market Pricing of New England Institutions

As of November 11, 2016

			Market				Per Share Data
			Capitalization				Core 12 Month EPS(1)		Book Value/ Share												Dividends(3)						Financial Characteristics(5)
			Price/ Share		Market Value						Pricing Ratios(2)										Amount/ Share		Yield		Payout Ratio(4)		Total Assets		Equity/ Assets		Tang. Eq./ T. Assets		NPAs/ Assets		Reported				Core
											P/E		P/B		P/A		P/TB		P/Core																ROAA		ROAE		ROAA		ROAE
			($)		($Mil)		($)		($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
All Non-MHC Public Companies(6)
Averages				$19.71		$508.70		$1.05		$15.61		18.15x		120.76%		14.84%		130.63%		19.38x		$0.31		1.53%		50.07%		$3,066		12.71%		12.19%		1.11%		0.71%		6.03%		0.74%		6.19%
Median				$16.10		$120.14		$0.79		$14.24		18.27x		118.75%		14.26%		125.08%		18.58x		$0.24		1.48%		43.04%		$937		11.52%		11.20%		0.88%		0.65%		5.44%		0.66%		5.44%
New England Institutions
Averages				$27.50		$294.75		$1.58		$19.23		22.69x		123.90%		13.79%		128.61%		21.32x		$0.32		1.25%		37.44%		$1,952		12.04%		11.69%		0.87%		0.55%		5.27%		0.56%		5.27%
Medians				$16.45		$236.65		$0.67		$14.98		21.85x		112.93%		12.16%		120.79%		18.49x		$0.16		1.13%		31.46%		$1,538		10.54%		10.54%		0.76%		0.50%		4.94%		0.49%		4.92%
New England Institutions
BHBK	Blue Hills Bancorp, Inc.	MA		$16.90		$452.61		$0.27		$14.43		NM		117.08%		19.72%		120.43%		NM		$0.12		0.71%		35.71%		$2,314		16.84%		16.45%		0.35%		0.33%		1.78%		0.32%		1.73%
BLMT	BSB Bancorp, Inc.	MA		$26.00		$236.65		NA		$17.23		21.85x		150.91%		11.41%		150.91%		NM		NA		NA		NM		$2,074		7.56%		7.56%		0.41%		0.57%		7.15%		NA		NA
CWAY	Coastway Bancorp, Inc.	RI		$13.52		$60.38		$0.79		$15.52		17.11x		87.10%		9.54%		87.10%		17.11x		NA		NA		NM		$633		10.95%		10.95%		2.20%		0.59%		4.83%		0.59%		4.83%
FBNK	First Connecticut Bancorp, Inc.	CT		$20.85		$329.62		$0.87		$16.17		23.43x		128.92%		11.64%		128.92%		23.97x		$0.32		1.53%		31.46%		$2,832		9.03%		9.03%		1.01%		0.49%		5.34%		0.48%		5.22%
HIFS	Hingham Institution for Savings	MA		$160.79		$342.60		$10.31		$72.35		15.45x		222.25%		17.48%		222.25%		15.60x		$1.28		0.80%		14.60%		$1,960		7.86%		7.86%		0.28%		1.21%		15.48%		1.20%		15.32%
MELR	Melrose Bancorp, Inc.	MA		$16.25		$42.28		$0.28		$16.61		NM		97.84%		15.88%		97.84%		NM		NA		NA		NM		$267		16.23%		16.23%		0.00%		0.42%		2.26%		0.29%		1.55%
EBSB	Meridian Bancorp, Inc.	MA		$16.75		$899.71		$0.56		$11.12		29.91x		150.69%		21.56%		154.23%		30.13x		$0.12		0.72%		21.43%		$4,173		14.31%		14.03%		0.69%		0.80%		5.05%		0.79%		5.02%
PBBI	PB Bancorp, Inc.	CT		$9.10		$71.67		$0.13		$10.80		NM		84.23%		14.26%		91.68%		NM		$0.12		1.32%		91.67%		$503		16.93%		15.77%		1.76%		0.18%		1.36%		0.20%		1.44%
RNDB	Randolph Bancorp, Inc.	MA		$13.95		$81.89		NA		NA		NM		NA		NA		NA		NM		NA		NA		NM		$490		17.54%		17.54%		NA		NA		NA		NA		NA
SIFI	SI Financial Group, Inc.	CT		$14.10		$172.16		NA		$13.08		26.60x		107.77%		11.20%		121.15%		NM		$0.16		1.13%		30.19%		$1,538		10.39%		9.35%		1.13%		0.42%		3.98%		NA		NA
UBNK	United Financial Bancorp, Inc.	CT		$16.45		$830.92		$1.02		$13.00		18.28x		126.50%		12.68%		155.26%		16.10x		$0.48		2.92%		53.33%		$6,545		10.03%		8.32%		0.84%		0.72%		7.12%		0.82%		8.08%
WEBK	Wellesley Bancorp, Inc.	MA		$24.50		$60.23		$1.32		$22.52		18.42x		108.78%		9.04%		108.78%		18.49x		$0.16		0.65%		10.53%		$666		8.31%		8.31%		NA		0.50%		5.81%		0.50%		5.79%
WNEB	Westfield Financial, Inc.	MA		$8.30		$251.07		$0.30		$7.92		33.20x		104.77%		11.04%		104.77%		27.84x		$0.12		1.45%		48.00%		$1,378		10.54%		10.54%		NA		0.33%		3.11%		0.39%		3.71%

(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.

(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.

(3) Indicated 12 month dividend, based on last quarterly dividend declared.

(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.

(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.

(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source: SNL Financial, LC. 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) 2016 by RP® Financial, LC.

EXHIBIT III-4

Public Market Pricing of Midwest Thrift Institutions

Exhibit III-4

Public Market Pricing of Midwest Institutions

As of November 11, 2016

			Market				Per Share Data
			Capitalization				Core		Book												Dividends(3)						Financial Characteristics(5)
			Price/		Market		12 Month		Value/		Pricing Ratios(2)										Amount/				Payout		Total		Equity/		Tang. Eq./		NPAs/		Reported				Core
			Share		Value		EPS(1)		Share		P/E		P/B		P/A		P/TB		P/ Core		Share		Yield		Ratio(4)		Assets		Assets		T. Assets		Assets		ROAA		ROAE		ROAA		ROAE
			($)		($Mil)		($)		($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
All Non-MHC Public Companies(6)
Averages				$19.71		$508.70		$1.05		$15.61		18.15x		120.76%		14.84%		130.63%		19.38x		$0.31		1.53%		50.07%		$3,066		12.71%		12.19%		1.11%		0.71%		6.03%		0.74%		6.19%
Median				$16.10		$120.14		$0.79		$14.24		18.27x		118.75%		14.26%		125.08%		18.58x		$0.24		1.48%		43.04%		$937		11.52%		11.20%		0.88%		0.65%		5.44%		0.66%		5.44%
Midwest Institutions
Averages				$21.08		$345.40		$1.20		$16.59		18.70x		120.86%		15.26%		127.30%		20.41x		$0.29		1.40%		56.88%		$2,093		13.02%		13.00%		1.27%		0.84%		6.55%		0.82%		6.49%
Medians				$16.07		$77.61		$0.82		$15.78		17.81x		125.65%		14.99%		125.65%		19.35x		$0.24		1.53%		43.98%		$686		12.57%		12.49%		1.19%		0.81%		5.95%		0.76%		6.00%
Midwest Institutions
BKMU	Bank Mutual Corporation	WI		$8.40		$383.64		$0.38		$6.32		22.70x		132.81%		14.46%		132.81%		22.31x		$0.22		2.62%		58.11%		$2,653		10.89%		10.89%		0.54%		0.65%		5.85%		0.66%		5.95%
BFIN	BankFinancial Corporation	IL		$13.52		$260.55		$0.40		$10.57		NM		127.93%		16.92%		128.50%		34.14x		$0.24		1.78%		55.26%		$1,540		13.22%		13.17%		0.55%		0.49%		3.50%		0.51%		3.65%
CFFN	Capitol Federal Financial, Inc.	KS		$16.07		$2,209.40		NA		$10.13		25.51x		158.61%		23.84%		158.61%		NM		$0.34		2.12%		139.68%		$9,267		15.03%		15.03%		0.60%		0.74%		5.95%		NA		NA
CFBK	Central Federal Corporation	OH		$1.50		$24.00		$0.20		$1.71		7.50x		87.53%		6.79%		87.53%		7.50x		$0.00		0.00%		NM		$365		10.64%		10.64%		1.66%		1.30%		12.22%		1.30%		12.22%
EQFN	Equitable Financial Corp.	NE		$8.70		$30.25		$0.32		$10.43		28.06x		83.40%		13.28%		83.40%		27.32x		NA		NA		NM		$228		15.92%		15.92%		NA		0.46%		3.00%		0.47%		3.08%
FCAP	First Capital, Inc.	IN		$31.36		$104.67		$2.01		NA		16.42x		134.35%		NA		149.30%		15.58x		$0.84		2.68%		43.98%		$742		NA		NA		1.34%		0.89%		NA		0.93%		8.77%
FDEF	First Defiance Financial Corp.	OH		$43.80		$393.37		$3.10		$32.53		14.22x		134.64%		16.05%		171.85%		14.12x		$0.88		2.01%		28.57%		$2,450		11.92%		9.59%		1.14%		1.19%		9.93%		1.20%		10.00%
FBC	Flagstar Bancorp, Inc.	MI		$28.55		$1,616.12		NA		$22.72		10.98x		125.65%		11.32%		125.65%		NM		$0.00		0.00%		NM		$14,273		9.01%		9.01%		0.92%		1.30%		11.55%		NA		NA
HMNF	HMN Financial, Inc.	MN		$15.36		$68.94		$1.23		$16.67		12.59x		92.13%		10.05%		93.73%		12.47x		$0.00		0.00%		NM		$686		10.91%		10.75%		1.04%		0.89%		8.02%		0.90%		8.10%
IROQ	IF Bancorp, Inc.	IL		$18.68		$73.79		$0.98		$21.12		17.30x		88.43%		12.59%		88.43%		19.08x		$0.16		0.86%		14.81%		$589		14.23%		14.23%		0.82%		0.70%		4.93%		0.64%		4.46%
JXSB	Jacksonville Bancorp, Inc.	IL		$29.26		$52.63		$1.57		$26.84		17.21x		109.00%		15.91%		115.53%		18.58x		$0.40		1.37%		81.18%		$331		14.60%		13.89%		1.33%		0.99%		6.53%		0.92%		6.05%
CASH	Meta Financial Group, Inc.	SD		$84.05		$747.44		$4.65		$39.30		21.44x		213.87%		17.88%		269.68%		18.08x		$0.52		0.62%		13.27%		$4,007		8.36%		NA		NA		1.10%		10.79%		1.31%		12.79%
OTTW	Ottawa Bancorp, Inc.	KY		$11.68		$40.30		$0.42		$9.14		29.62x		127.73%		18.59%		132.15%		28.04x		$0.00		0.00%		NM		$217		14.56%		14.14%		2.73%		0.62%		4.35%		0.65%		4.59%
PBSK	Poage Bankshares, Inc.	IN		$20.90		$77.61		$0.64		$18.75		NM		111.48%		17.66%		115.47%		32.72x		$0.32		1.53%		50.00%		$448		15.84%		15.38%		1.24%		0.48%		2.91%		0.54%		3.31%
UCBA	United Community Bancorp	OH		$15.75		$66.12		$0.80		$16.83		18.31x		93.56%		12.52%		97.78%		19.62x		$0.24		1.52%		27.91%		$528		13.38%		NA		NA		0.68%		5.15%		0.62%		4.72%
UCFC	United Community Financial Corp.	WI		$8.34		$388.23		$0.37		$5.51		21.95x		151.39%		17.97%		152.31%		22.65x		$0.12		1.44%		28.95%		$2,160		11.87%		11.81%		1.96%		0.89%		7.33%		0.87%		7.11%
WSBF	Waterstone Financial, Inc.	OH		$17.60		$517.19		$0.81		$13.94		21.73x		126.28%		28.81%		126.47%		21.73x		$0.32		1.82%		32.10%		$1,795		22.82%		22.79%		NA		1.26%		5.59%		1.26%		5.59%
WAYN	Wayne Savings Bancshares, Inc.	IA		$14.40		$40.06		$0.92		$14.88		15.65x		96.75%		8.99%		100.94%		15.65x		$0.36		2.50%		39.13%		$446		9.29%		8.94%		NA		0.57%		6.20%		0.57%		6.20%
WCFB	WCF Bancorp, Inc.	WI		$8.50		$21.79		NA		$5.67		NM		150.02%		15.09%		150.79%		NM		$0.20		2.35%		187.36%		$138		10.06%		10.01%		NA		NA		NA		NA		NA
WBB	Westbury Bancorp, Inc.			$19.91		$81.60		$0.83		$19.43		21.41x		102.47%		11.61%		102.47%		23.90x		NA		NA		NM		$703		11.33%		11.33%		NA		0.51%		4.46%		0.46%		3.99%
WBKC	Wolverine Bancorp, Inc.	MI		$26.30		$55.72		$1.89		$29.23		13.92x		89.98%		14.89%		89.98%		13.92x		NA		NA		52.91%		$379		16.55%		16.55%		1.95%		1.02%		6.27%		1.02%		6.27%

(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.

(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.

(3) Indicated 12 month dividend, based on last quarterly dividend declared.

(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.

(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.

(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source:   SNL Financial, LC. 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) 2016 by RP® Financial, LC.

EXHIBIT III-5

Peer Group Market Area Comparative Analysis

Exhibit III-5

Peer Group Market Area Comparative Analysis

						Proj.						Per Capita Income				Deposit
		Population				Pop.		2010-2016		2016-2022		2016		% State		Market
Institution	County	2010		2016		2022		% Change		% Change		Amount		Average		Share(1)
BSB Bancorp, Inc. - MA	Middlesex		1,503,085		1,592,352		1,678,407		1.0%		0.9%		47,267		121.9%		2.49%
Clifton Bancorp, Inc. - NJ	Passaic		501,226		511,545		523,070		0.3%		0.4%		29,080		94.2%		4.56%
ESSA Bancorp, Inc. - PA	Monroe		169,842		164,857		163,479		-0.5%		-0.1%		26,754		86.6%		29.78%
First Capital, Inc. - IN	Harrison		39,364		39,423		40,657		0.0%		0.5%		24,023		77.8%		35.81%
HMN Financial, Inc. - MN	Olmstead		144,248		152,655		160,169		0.9%		0.8%		36,581		97.6%		6.04%
Malvern Bancorp, Inc. - PA	Chester		498,886		517,606		533,821		0.6%		0.5%		44,757		119.4%		3.85%
Pathfinder Bancorp, Inc. - NY	Oswego		122,109		120,314		118,576		-0.2%		-0.2%		25,607		64.8%		24.36%
SI Financial Group, Inc. - CT	Windham		118,428		116,289		114,922		-0.3%		-0.2%		27,855		90.2%		23.17%
Waterstone Financial, Inc. - WI	Milwaukee		947,735		958,242		969,663		0.2%		0.2%		24,943		64.3%		1.39%
Wellesley Bancorp, Inc. - MA	Norfolk		670,850		699,079		726,490		0.7%		0.6%		47,509		122.5%		1.78%
	Averages:		471,577		487,236		502,925		0.3%		0.3%		33,438		93.9%		13.32%
	Medians:		334,364		338,201		343,275		0.3%		0.4%		28,468		92.2%		5.30%
PCSB Bank - NY	Westchester		949,113		979,959		1,008,201		0.5%		0.5%		48,416		142.2%		1.16%

(1) Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2016.

Sources: SNL Financial LC, FDIC.

EXHIBIT IV-1

Stock Prices:

As of November 11, 2016

Exhibit IV-1A

Weekly Thrift Market Line - Part One

Prices As of November 11, 2016

			Market Capitalization						Price Change Data												Current Per Share Financials
			Price/		Shares		Market		52 Week (1)						% Change From						LTM		LTM Core		BV/		TBV/		Assets/
			Share(1)		Outstanding		Capitalization		High		Low		Last Wk		Last Wk		52 Wks (2)		MRY (2)		EPS (3)		EPS (3)		Share		Share (4)		Share
			($)		(000)		($Mil)		($)		($)		($)		(%)		(%)		(%)		($)		($)		($)		($)		($)
Companies
ANCB	Anchor Bancorp	WA		24.25		2,505		60.8		26.46		22.61		24.05		0.83		-4.49		-6.33		0.29		0.29		25.46		25.46		174.02
ASBB	ASB Bancorp, Inc.	NC		26.85		3,787		101.7		27.24		24.07		26.45		1.51		1.51		3.44		1.47		1.21		24.12		24.12		210.50
ACFC	Atlantic Coast Financial Corporation	FL		6.62		15,509		102.7		6.95		5.03		6.43		2.95		8.52		12.97		0.33		0.27		5.55		5.55		60.41
BCTF	Bancorp 34, Inc.	NM		12.33		3,439		42.4		13.15		7.91		12.26		0.56		44.24		40.23		0.21		0.22		8.86		8.77		83.50
BKMU	Bank Mutual Corporation	WI		8.40		45,672		383.6		8.60		7.00		7.75		8.39		15.70		7.69		0.37		0.38		6.32		6.32		58.10
BFIN	BankFinancial Corporation	IL		13.52		19,271		260.5		13.62		11.38		12.69		6.54		6.54		7.05		0.38		0.40		10.57		10.52		79.93
BYBK	Bay Bancorp, Inc.	MD		5.73		10,948		62.7		5.95		4.57		5.30		8.14		8.76		13.27		0.16		0.18		6.18		5.97		45.27
BNCL	Beneficial Bancorp, Inc.	PA		16.10		75,914		1,222.2		16.30		12.30		14.55		10.65		15.08		20.87		0.31		0.40		13.41		11.13		73.51
BHBK	Blue Hills Bancorp, Inc.	MA		16.90		26,782		452.6		17.00		13.22		15.60		8.33		18.10		10.39		0.28		0.27		14.43		14.03		86.39
BOFI	BofI Holding, Inc.	CA		22.60		63,299		1,430.6		24.13		13.47		18.58		21.64		-1.55		7.36		1.91		1.89		11.32		11.32		124.09
BYFC	Broadway Financial Corporation	CA		1.60		29,077		46.5		2.50		1.25		1.60		0.00		18.52		5.96		0.23		0.23		1.63		1.63		14.22
BLMT	BSB Bancorp, Inc.	MA		26.00		9,102		236.7		26.75		20.72		24.40		6.56		15.30		11.16		1.19		NA		17.23		17.23		227.83
CFFN	Capitol Federal Financial, Inc.	KS		16.07		137,486		2,209.4		16.16		11.39		14.39		11.67		23.14		27.95		0.63		NA		10.13		10.13		67.40
CARV	Carver Bancorp, Inc.	NY		4.00		3,696		14.8		6.70		1.92		4.04		-0.99		-40.30		6.67		-0.16		-0.38		2.67		2.67		188.73
CFBK	Central Federal Corporation	OH		1.50		16,003		24.0		1.68		1.10		1.44		4.17		7.14		13.64		0.20		0.20		1.71		1.71		22.79
CHFN	Charter Financial Corporation	GA		13.86		15,031		208.3		14.02		12.34		13.08		5.96		2.90		4.92		0.79		0.86		13.52		11.36		96.00
CSBK	Clifton Bancorp Inc.	NJ		16.25		23,046		374.5		16.30		13.09		15.38		5.66		10.02		13.32		0.19		0.19		13.12		13.12		56.94
CWAY	Coastway Bancorp, Inc.	RI		13.52		4,467		60.4		14.01		11.05		13.25		2.02		21.89		3.34		0.79		0.79		15.52		15.52		141.70
DCOM	Dime Community Bancshares, Inc.	NY		18.70		37,544		702.1		18.87		15.61		16.25		15.08		1.36		6.92		2.26		1.05		14.79		13.31		155.07
ESBK	Elmira Savings Bank	NY		19.97		2,741		54.7		21.50		16.83		19.83		0.71		2.47		0.45		1.26		1.23		16.80		12.29		207.03
ENFC	Entegra Financial Corp.	NC		18.65		6,442		120.1		19.90		16.11		18.15		2.75		6.27		-3.66		0.92		1.04		21.37		20.90		189.14
EQFN	Equitable Financial Corp.	NE		8.70		3,477		30.3		9.09		8.05		8.55		1.75		6.62		-1.25		0.31		0.32		10.43		10.43		65.53
ESSA	ESSA Bancorp, Inc.	PA		14.34		11,394		163.4		14.42		12.69		13.35		7.42		7.90		4.82		0.73		0.71		15.48		14.05		155.57
FCAP	First Capital, Inc.	IN		31.36		3,338		104.7		35.00		23.50		31.26		0.32		19.93		20.16		1.91		2.01		NA		NA		222.34
FBNK	First Connecticut Bancorp, Inc.	CT		20.85		15,809		329.6		21.20		14.42		17.90		16.48		14.06		19.76		0.89		0.87		16.17		16.17		179.13
FDEF	First Defiance Financial Corp.	OH		43.80		8,981		393.4		46.83		34.80		38.70		13.18		11.28		15.93		3.08		3.10		32.53		25.49		272.80
FNWB	First Northwest Bancorp	WA		14.25		13,008		185.4		14.33		11.99		13.63		4.55		5.63		0.71		0.29		0.27		14.60		14.60		80.61
FBC	Flagstar Bancorp, Inc.	MI		28.55		56,606		1,616.1		29.10		17.25		26.55		7.53		22.22		23.54		2.60		NA		22.72		22.72		252.14
FSBW	FS Bancorp, Inc.	WA		30.86		3,058		94.4		31.00		22.05		30.64		0.71		19.84		18.71		3.35		3.58		26.02		24.65		270.62
FSBC	FSB Bancorp, Inc.	NY		13.59		1,942		26.4		13.70		9.19		13.23		2.70		25.86		31.45		0.30		NA		16.20		16.20		133.76
HBK	Hamilton Bancorp, Inc.	MD		13.55		3,414		46.3		15.11		13.19		13.60		-0.37		-9.18		-4.98		-0.01		0.18		18.10		15.34		151.50
HIFS	Hingham Institution for Savings	MA		160.79		2,131		342.6		160.79		115.05		147.04		9.35		20.87		34.22		10.41		10.31		72.35		72.35		920.01
HMNF	HMN Financial, Inc.	MN		15.36		4,489		68.9		16.45		10.81		14.69		4.58		30.00		32.97		1.22		1.23		16.67		16.39		152.75
HFBL	Home Federal Bancorp, Inc. of Louisiana	LA		24.00		1,966		47.2		25.00		21.20		24.19		-0.79		3.72		3.23		1.80		1.80		22.44		22.44		198.13
IROQ	IF Bancorp, Inc.	IL		18.68		3,950		73.8		19.97		17.25		18.64		0.22		8.60		0.97		1.08		0.98		21.12		21.12		149.02
ISBC	Investors Bancorp, Inc.	NJ		13.61		309,294		4,209.5		13.63		10.67		12.15		12.02		7.08		9.41		0.58		0.58		10.03		9.75		72.86
JXSB	Jacksonville Bancorp, Inc.	IL		29.26		1,799		52.6		33.08		23.20		29.37		-0.36		19.43		11.34		1.70		1.57		26.84		25.33		183.88
KRNY	Kearny Financial Corp.	NJ		14.70		88,521		1,301.3		14.70		11.31		13.70		7.30		20.29		16.02		0.19		0.19		12.57		11.34		51.10
MLVF	Malvern Bancorp, Inc.	PA		18.40		6,560		120.7		18.75		15.00		18.05		1.94		15.07		4.78		1.86		1.80		14.42		14.42		125.19
MELR	Melrose Bancorp, Inc.	MA		16.25		2,602		42.3		17.00		14.03		15.50		4.84		14.12		6.35		0.41		0.28		16.61		16.61		102.50
EBSB	Meridian Bancorp, Inc.	MA		16.75		53,714		899.7		16.95		12.28		15.85		5.68		13.18		18.79		0.56		0.56		11.12		10.86		77.69
CASH	Meta Financial Group, Inc.	SD		84.05		8,893		747.4		84.10		36.22		71.55		17.47		86.90		83.00		3.92		4.65		39.30		NA		450.55
MSBF	MSB Financial Corp.	NJ		13.80		5,711		78.8		13.95		11.60		13.70		0.73		18.97		10.40		0.12		0.12		12.71		12.71		75.93
NYCB	New York Community Bancorp, Inc.	NY		15.20		487,057		7,403.3		17.05		13.74		13.79		10.22		-5.24		-6.86		-0.08		1.20		12.50		7.50		101.55
NFBK	Northfield Bancorp, Inc.	NJ		18.22		48,333		880.6		18.25		14.31		16.23		12.26		14.81		14.45		0.52		0.58		12.84		12.00		78.30
NWBI	Northwest Bancshares, Inc.	PA		17.61		101,303		1,783.9		17.65		11.78		15.57		13.10		27.89		31.52		0.41		0.78		11.48		8.11		95.90
OCFC	OceanFirst Financial Corp.	NJ		22.71		25,851		587.1		22.82		15.98		20.38		11.43		14.99		13.38		1.07		1.41		16.14		13.42		160.58
ORIT	Oritani Financial Corp.	NJ		17.20		45,244		778.2		17.63		14.95		15.50		10.97		5.07		4.24		1.12		0.87		11.94		11.94		83.87
OTTW	Ottawa Bancorp, Inc.	IL		11.68		3,450		40.3		11.75		8.39		11.53		1.30		26.58		38.54		0.39		0.42		9.14		8.84		62.82
PBHC	Pathfinder Bancorp, Inc.	NY		12.38		4,373		54.1		13.32		10.76		12.20		1.52		7.65		-4.07		0.73		0.65		13.46		12.37		163.98
PBBI	PB Bancorp, Inc.	CT		9.10		7,880		71.7		9.20		8.17		8.85		2.77		-8.13		6.69		0.12		0.13		10.80		9.92		63.77
PBSK	Poage Bankshares, Inc.	KY		20.90		3,714		77.6		20.90		15.50		18.70		11.76		30.54		22.22		0.56		0.64		18.75		18.10		120.66
PROV	Provident Financial Holdings, Inc.	CA		20.05		7,990		160.2		20.66		16.73		18.93		5.92		13.22		6.14		0.80		0.81		16.70		16.70		155.52
PFS	Provident Financial Services, Inc.	NJ		25.90		66,043		1,710.5		26.07		17.71		22.02		17.62		25.73		28.54		1.37		1.39		18.84		NA		142.18
PBIP	Prudential Bancorp, Inc.	PA		14.80		8,046		119.1		16.20		13.80		14.65		1.02		-0.27		-2.63		0.22		0.21		14.05		14.05		69.14
RNDB	Randolph Bancorp, Inc.	MA		13.95		5,869		81.9		13.99		12.06		13.76		1.40		NA		NA		NA		NA		NA		NA		83.42
RVSB	Riverview Bancorp, Inc.	WA		5.53		22,508		124.5		5.75		4.15		5.24		5.53		14.73		17.91		0.29		0.30		4.93		3.79		43.72
SVBI	Severn Bancorp, Inc.	MD		6.50		12,577		81.8		6.85		4.99		6.40		1.56		18.40		13.04		1.14		NA		6.90		6.87		61.84
SIFI	SI Financial Group, Inc.	CT		14.10		12,210		172.2		14.47		12.30		12.80		10.16		6.42		3.30		0.53		NA		13.08		11.64		125.97
SBCP	Sunshine Bancorp, Inc.	FL		14.78		5,262		77.8		15.25		13.55		14.66		0.80		4.81		-2.78		-0.35		-0.34		NA		NA		107.19
TBNK	Territorial Bancorp Inc.	HI		30.41		9,764		296.9		30.45		24.87		27.83		9.27		7.46		9.63		1.69		1.66		23.39		23.39		189.33
TSBK	Timberland Bancorp, Inc.	WA		17.22		6,944		119.6		17.23		11.43		16.58		3.86		32.87		38.76		1.43		1.42		13.95		13.13		128.37
TRST	TrustCo Bank Corp NY	NY		8.30		95,705		794.4		8.30		5.17		6.80		22.06		29.69		35.18		0.44		0.43		4.56		4.55		50.29
UCBA	United Community Bancorp	IN		15.75		4,198		66.1		16.92		12.95		15.75		0.00		6.42		5.07		0.86		0.80		16.83		NA		125.78
UCFC	United Community Financial Corp.	OH		8.34		46,550		388.2		8.40		5.10		7.14		16.81		48.93		41.36		0.38		0.37		5.51		5.48		46.41
UBNK	United Financial Bancorp, Inc.	CT		16.45		50,512		830.9		16.48		10.28		14.45		13.84		21.67		27.72		0.90		1.02		13.00		10.60		129.57
WSBF	Waterstone Financial, Inc.	WI		17.60		29,386		517.2		17.80		13.30		16.70		5.39		30.66		24.82		0.81		0.81		13.94		13.92		61.08
WAYN	Wayne Savings Bancshares, Inc.	OH		14.40		2,782		40.1		15.03		11.90		14.25		1.04		16.33		9.00		0.92		0.92		14.88		14.27		160.25
WCFB	WCF Bancorp, Inc.	IA		8.50		2,563		21.8		10.97		8.15		8.52		-0.24		-4.86		-6.15		0.09		NA		5.67		5.64		53.84
WEBK	Wellesley Bancorp, Inc.	MA		24.50		2,459		60.2		24.80		18.05		23.85		2.73		31.93		28.95		1.33		1.32		22.52		22.52		271.01
WBB	Westbury Bancorp, Inc.	WI		19.91		4,098		81.6		20.26		17.51		19.90		0.05		11.85		10.61		0.93		0.83		19.43		19.43		171.45

Exhibit IV-1A

Weekly Thrift Market Line - Part One

Prices As of November 11, 2016

			Market Capitalization						Price Change Data												Current Per Share Financials
			Price/		Shares		Market		52 Week (1)						% Change From						LTM		LTM Core		BV/		TBV/		Assets/
			Share(1)		Outstanding		Capitalization		High		Low		Last Wk		Last Wk		52 Wks (2)		MRY (2)		EPS (3)		EPS (3)		Share		Share (4)		Share
			($)		(000)		($Mil)		($)		($)		($)		(%)		(%)		(%)		($)		($)		($)		($)		($)
Companies
WNEB	Western New England Bancorp, Inc.	MA		8.30		30,250		251.1		8.85		7.30		7.85		5.73		3.88		-1.19		0.25		0.30		7.92		7.92		45.55
WBKC	Wolverine Bancorp, Inc.	MI		26.30		2,119		55.7		27.73		25.26		26.30		0.00		2.33		-1.28		1.89		1.89		29.23		29.23		178.77
WSFS	WSFS Financial Corporation	DE		40.00		31,324		1,253.0		40.00		26.40		35.15		13.80		20.85		23.61		1.97		2.50		22.08		16.59		211.58
MHCs
WVFC	WVS Financial Corp.	PA		12.60		2,008		25.3		12.90		10.73		12.60		0.00		5.00		2.44		0.74		NA		16.44		16.44		166.85
GCBC	Greene County Bancorp, Inc. (MHC)	NY		21.75		8,493		184.7		21.75		14.27		17.35		25.36		50.00		36.15		1.10		1.10		9.00		9.00		105.16
HONE	HarborOne Bancorp, Inc. (MHC)	MA		18.05		32,121		579.8		18.12		12.53		16.91		6.74		NA		NA		NA		NA		10.21		9.79		73.07
KFFB	Kentucky First Federal Bancorp (MHC)	KY		8.26		8,440		69.7		10.21		8.00		8.10		1.98		-12.44		-11.56		0.16		NA		8.00		6.28		34.97
LSBK	Lake Shore Bancorp, Inc. (MHC)	NY		14.23		6,098		86.8		15.10		12.97		14.01		1.58		6.19		6.19		0.71		0.51		12.68		12.68		78.46
MGYR	Magyar Bancorp, Inc. (MHC)	NJ		10.35		5,821		60.2		11.00		9.51		10.58		-2.17		2.99		3.40		0.19		NA		8.20		8.20		100.40
OFED	Oconee Federal Financial Corp. (MHC)	SC		20.90		5,803		121.3		24.25		16.50		23.21		-9.95		10.58		12.06		0.90		0.90		14.63		14.06		83.68
PVBC	Provident Bancorp, Inc. (MHC)	MA		17.55		9,499		166.7		17.65		12.35		16.10		9.01		42.34		35.10		NA		NA		11.41		11.41		80.87
Under Acquisition
TFSL	TFS Financial Corporation (MHC)	OH		18.38		284,219		5,223.9		19.42		15.58		17.36		5.88		-1.08		-2.39		0.28		NA		5.84		5.81		45.44
AF	Astoria Financial Corporation	NY		15.46		101,329		1,566.5		16.65		13.92		14.15		9.26		-2.83		-2.46		0.64		0.67		15.57		13.74		146.20
EVER	EverBank Financial Corp	FL		19.33		125,445		2,424.8		19.47		12.32		19.25		0.42		10.21		20.96		0.96		NA		13.92		13.53		228.81
GTWN	Georgetown Bancorp, Inc.	MA		25.50		1,841		46.9		26.00		18.25		25.50		-0.01		36.29		34.78		0.43		0.46		17.62		17.62		171.09

(1) Average of High/Low or Bid/Ask price per share.

(2) Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized.

(3) EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis.

(4) Excludes intangibles (such as goodwill, value of core deposits, etc.).

(5) 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.

(6) Annualized based on last regular quarterly cash dividend announcement.

(7) Indicated dividend as a percent of trailing 12 month earnings.

(8) Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.

(9) For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares.

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) 2016 by RP^® Financial, LC.

Exhibit IV-1B

Weekly Thrift Market Line - Part Two

Prices As of November 11, 2016

			Key Financial Ratios												Asset Quality Ratios				Pricing Ratios										Dividend Data (6)
			Equity/		Tang Equity/		Reported Earnings				Core Earnings				NPAs/		Rsvs/		Price/		Price/		Price/		Price/		Price/		Div/		Dividend		Payout
			Assets(1)		Assets(1)		ROA(5)		ROE(5)		ROA(5)		ROE(5)		Assets		NPLs		Earnings		Book		Assets		Tang Book		Core Earnings		Share		Yield		Ratio (7)
			(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)
Companies
ANCB	Anchor Bancorp	WA		14.63		14.63		0.17		1.14		0.17		1.14		NA		39.88		NM		95.25		13.94		95.25		83.62		NA		NA		NM
ASBB	ASB Bancorp, Inc.	NC		11.46		11.46		0.70		5.91		0.57		4.87		1.31		114.00		18.27		111.33		12.76		111.33		22.15		NA		NA		NM
ACFC	Atlantic Coast Financial Corporation	FL		9.19		9.19		0.59		6.10		0.48		4.97		NA		NA		20.06		119.21		10.96		119.21		24.69		0.00		0.00		NM
BCTF	Bancorp 34, Inc.	NM		10.61		10.51		0.26		2.38		0.28		2.54		0.54		160.43		58.70		139.12		14.77		140.60		56.13		0.59		0.00		NM
BKMU	Bank Mutual Corporation	WI		10.89		10.89		0.65		5.85		0.66		5.95		0.54		164.11		22.70		132.81		14.46		132.81		22.31		0.22		2.62		58.11
BFIN	BankFinancial Corporation	IL		13.22		13.17		0.49		3.50		0.51		3.65		0.55		203.32		35.58		127.93		16.92		128.50		34.14		0.24		1.78		55.26
BYBK	Bay Bancorp, Inc.	MD		13.62		13.22		0.35		2.51		0.39		2.76		1.38		42.51		35.82		92.71		12.63		95.94		32.66		0.00		0.00		NM
BNCL	Beneficial Bancorp, Inc.	PA		18.34		15.70		0.44		2.13		0.56		2.73		NA		NA		51.94		120.04		22.01		144.69		40.10		0.24		1.49		38.71
BHBK	Blue Hills Bancorp, Inc.	MA		16.84		16.45		0.33		1.78		0.32		1.73		0.35		221.90		60.36		117.08		19.72		120.43		62.06		0.12		0.71		35.71
BOFI	BofI Holding, Inc.	CA		9.19		9.19		1.70		18.81		1.68		18.63		0.56		89.01		11.83		199.58		18.22		199.58		11.95		NA		NA		NM
BYFC	Broadway Financial Corporation	CA		11.50		11.50		1.73		15.02		1.71		14.81		NA		NA		6.96		97.90		11.25		97.90		7.06		0.04		0.00		NM
BLMT	BSB Bancorp, Inc.	MA		7.56		7.56		0.57		7.15		NA		NA		0.41		152.33		21.85		150.91		11.41		150.91		NA		NA		NA		NM
CFFN	Capitol Federal Financial, Inc.	KS		15.03		15.03		0.74		5.95		NA		NA		0.60		16.33		25.51		158.61		23.84		158.61		NA		0.34		2.12		139.68
CARV	Carver Bancorp, Inc.	NY		7.88		7.88		-0.05		-0.64		-0.16		-2.11		3.15		24.79		NM		149.88		2.27		149.88		NM		0.00		0.00		NM
CFBK	Central Federal Corporation	OH		10.64		10.64		1.30		12.22		1.30		12.22		1.66		109.07		7.50		87.53		6.79		87.53		7.50		0.00		0.00		NM
CHFN	Charter Financial Corporation	GA		14.08		12.10		0.98		5.90		1.07		6.43		0.76		124.65		17.54		102.55		14.44		122.03		16.09		0.22		1.59		25.95
CSBK	Clifton Bancorp Inc.	NJ		23.08		23.08		0.36		1.40		0.36		1.38		NA		NA		NM		123.86		28.59		123.86		86.49		0.24		1.48		126.32
CWAY	Coastway Bancorp, Inc.	RI		10.95		10.95		0.59		4.83		0.59		4.83		2.20		18.19		17.11		87.10		9.54		87.10		17.11		NA		NA		NM
DCOM	Dime Community Bancshares, Inc.	NY		9.54		8.67		1.57		15.89		0.73		7.42		0.24		158.94		8.27		126.43		12.06		140.51		17.73		0.56		2.99		24.78
ESBK	Elmira Savings Bank	NY		9.83		7.83		0.77		7.81		0.75		7.67		NA		NA		15.85		118.90		9.82		162.48		16.29		0.92		4.61		73.02
ENFC	Entegra Financial Corp.	NC		11.34		11.12		0.54		4.45		0.62		5.05		1.78		53.29		20.27		87.26		9.90		89.25		17.89		NA		NA		NM
EQFN	Equitable Financial Corp.	NE		15.92		15.92		0.46		3.00		0.47		3.08		NA		NA		28.06		83.40		13.28		83.40		27.32		NA		NA		NM
ESSA	ESSA Bancorp, Inc.	PA		9.95		9.11		0.45		4.40		0.44		4.31		NA		NA		19.64		92.65		9.22		102.08		20.07		0.36		2.51		49.32
FCAP	First Capital, Inc.	IN		NA		NA		0.89		NA		0.93		8.77		1.34		58.50		16.42		134.35		NA		149.30		15.58		0.84		2.68		43.98
FBNK	First Connecticut Bancorp, Inc.	CT		9.03		9.03		0.49		5.34		0.48		5.22		1.01		73.97		23.43		128.92		11.64		128.92		23.97		0.32		1.53		31.46
FDEF	First Defiance Financial Corp.	OH		11.92		9.59		1.19		9.93		1.20		10.00		1.14		94.92		14.22		134.64		16.05		171.85		14.12		0.88		2.01		28.57
FNWB	First Northwest Bancorp	WA		18.05		18.05		0.34		1.79		0.32		1.67		0.83		89.70		49.14		97.63		17.62		97.63		52.96		NA		NA		NM
FBC	Flagstar Bancorp, Inc.	MI		9.01		9.01		1.30		11.55		NA		NA		0.92		123.28		10.98		125.65		11.32		125.65		NA		0.00		0.00		NM
FSBW	FS Bancorp, Inc.	WA		9.61		9.16		1.32		13.33		1.41		14.26		0.08		NM		9.21		118.61		11.40		125.16		8.62		0.40		1.30		11.04
FSBC	FSB Bancorp, Inc.	NY		12.11		12.11		0.22		2.48		NA		NA		NA		NA		46.00		83.87		10.16		83.87		NA		NA		NA		NM
HBK	Hamilton Bancorp, Inc.	MD		11.95		10.32		-0.01		-0.04		0.12		0.88		NA		NA		NM		74.84		8.94		88.31		74.03		NA		NA		NM
HIFS	Hingham Institution for Savings	MA		7.86		7.86		1.21		15.48		1.20		15.32		0.28		193.31		15.45		222.25		17.48		222.25		15.60		1.28		0.80		14.60
HMNF	HMN Financial, Inc.	MN		10.91		10.75		0.89		8.02		0.90		8.10		1.04		162.38		12.59		92.13		10.05		93.73		12.47		0.00		0.00		NM
HFBL	Home Federal Bancorp, Inc. of Louisiana	LA		11.29		11.29		0.92		7.63		0.92		7.63		0.24		331.61		13.33		106.94		12.07		106.94		13.33		0.36		1.50		18.89
IROQ	IF Bancorp, Inc.	IL		14.23		14.23		0.70		4.93		0.64		4.46		0.82		118.60		17.30		88.43		12.59		88.43		19.08		0.16		0.86		14.81
ISBC	Investors Bancorp, Inc.	NJ		13.82		13.49		0.83		5.44		0.83		5.44		0.49		210.34		23.47		135.67		18.75		139.60		23.48		0.32		2.35		44.83
JXSB	Jacksonville Bancorp, Inc.	IL		14.60		13.89		0.99		6.53		0.92		6.05		1.33		71.34		17.21		109.00		15.91		115.53		18.58		0.40		1.37		81.18
KRNY	Kearny Financial Corp.	NJ		24.75		22.89		0.39		1.51		0.39		1.52		NA		NA		NM		116.96		28.95		129.57		76.92		0.08		0.54		42.11
MLVF	Malvern Bancorp, Inc.	PA		11.52		11.52		1.59		14.05		1.54		13.62		0.45		148.63		9.89		127.61		14.70		127.61		10.21		0.11		0.00		NM
MELR	Melrose Bancorp, Inc.	MA		16.23		16.23		0.42		2.26		0.29		1.55		0.00		NM		39.63		97.84		15.88		97.84		58.01		NA		NA		NM
EBSB	Meridian Bancorp, Inc.	MA		14.31		14.03		0.80		5.05		0.79		5.02		0.69		134.22		29.91		150.69		21.56		154.23		30.13		0.12		0.72		21.43
CASH	Meta Financial Group, Inc.	SD		8.36		NA		1.10		10.79		1.31		12.79		NA		NA		21.44		213.87		17.88		269.68		18.08		0.52		0.62		13.27
MSBF	MSB Financial Corp.	NJ		16.74		16.74		0.18		0.90		0.26		1.34		NA		NA		NM		108.60		18.18		108.60		115.00		0.00		0.00		NM
NYCB	New York Community Bancorp, Inc.	NY		12.31		7.77		-0.05		-0.39		1.16		9.56		0.12		380.89		NM		121.56		14.97		202.62		12.72		0.68		4.47		NM
NFBK	Northfield Bancorp, Inc.	NJ		16.40		15.50		0.66		3.93		0.74		4.41		0.83		77.25		35.04		141.93		23.27		151.78		31.32		0.32		1.76		59.62
NWBI	Northwest Bancshares, Inc.	PA		11.97		8.76		0.46		3.57		0.88		6.79		1.24		54.76		42.95		153.37		18.36		217.17		22.56		0.60		3.41		146.34
OCFC	OceanFirst Financial Corp.	NJ		10.05		8.50		0.69		6.95		0.91		9.22		1.25		36.40		21.22		140.70		14.14		169.19		16.16		0.60		2.64		50.47
ORIT	Oritani Financial Corp.	NJ		14.22		14.22		1.37		9.19		1.07		7.19		0.30		273.73		15.36		144.02		20.48		144.02		19.69		0.70		4.07		107.14
OTTW	Ottawa Bancorp, Inc.	IL		14.56		14.14		0.62		4.35		0.65		4.59		2.73		40.92		29.62		127.73		18.59		132.15		28.04		0.00		0.00		NM
PBHC	Pathfinder Bancorp, Inc.	NY		NA		NA		0.47		NA		0.43		4.41		NA		NA		16.96		92.01		NA		100.06		18.95		0.20		1.62		27.40
PBBI	PB Bancorp, Inc.	CT		16.93		15.77		0.18		1.36		0.20		1.44		1.76		33.05		NM		84.23		14.26		91.68		71.43		0.12		1.32		91.67
PBSK	Poage Bankshares, Inc.	KY		15.84		15.38		0.48		2.91		0.54		3.31		1.24		55.05		37.32		111.48		17.66		115.47		32.72		0.32		1.53		50.00
PROV	Provident Financial Holdings, Inc.	CA		10.72		10.72		0.56		4.88		0.57		4.93		1.09		87.14		25.06		120.07		12.87		120.07		24.81		0.52		2.59		62.50
PFS	Provident Financial Services, Inc.	NJ		13.25		NA		0.96		7.12		0.95		7.10		0.76		99.95		18.91		137.44		18.21		211.48		18.58		0.72		2.78		51.82
PBIP	Prudential Bancorp, Inc.	PA		20.33		20.33		0.34		1.50		0.31		1.39		3.33		17.87		67.27		105.31		21.41		105.31		71.68		0.12		0.81		54.55
RNDB	Randolph Bancorp, Inc.	MA		17.54		17.54		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
RVSB	Riverview Bancorp, Inc.	WA		11.28		8.91		0.71		5.94		0.72		6.11		1.48		71.92		19.07		112.15		12.65		145.72		18.69		0.08		1.45		26.72
SVBI	Severn Bancorp, Inc.	MD		11.16		11.12		2.00		17.36		2.00		17.36		4.11		29.33		5.70		94.20		10.51		94.57		NA		0.00		0.00		NM
SIFI	SI Financial Group, Inc.	CT		10.39		9.35		0.42		3.98		NA		NA		1.13		72.00		26.60		107.77		11.20		121.15		NA		0.16		1.13		30.19
SBCP	Sunshine Bancorp, Inc.	FL		12.89		11.32		-0.26		-1.85		-0.29		-2.04		NA		NA		NM		107.62		NA		124.99		NM		NA		NA		NM
TBNK	Territorial Bancorp Inc.	HI		12.36		12.36		0.85		7.00		0.84		6.86		0.38		39.11		17.99		129.99		16.06		129.99		18.35		0.72		2.37		48.52
TSBK	Timberland Bancorp, Inc.	WA		10.86		10.29		1.19		11.00		1.19		10.93		1.72		93.56		12.04		123.48		13.41		131.13		12.11		0.36		2.09		23.78
TRST	TrustCo Bank Corp NY	NY		9.05		9.04		0.88		9.92		0.87		9.82		0.88		117.51		18.91		182.18		16.49		182.41		19.10		0.26		3.16		59.79
UCBA	United Community Bancorp	IN		13.38		NA		0.68		5.15		0.62		4.72		NA		NA		18.31		93.56		12.52		97.78		19.62		0.24		1.52		27.91
UCFC	United Community Financial Corp.	OH		11.87		11.81		0.89		7.33		0.87		7.11		1.96		44.97		21.95		151.39		17.97		152.31		22.65		0.12		1.44		28.95
UBNK	United Financial Bancorp, Inc.	CT		10.03		8.32		0.72		7.12		0.82		8.08		0.84		78.87		18.28		126.50		12.68		155.26		16.10		0.48		2.92		53.33
WSBF	Waterstone Financial, Inc.	WI		22.82		22.79		1.26		5.59		1.26		5.59		NA		90.49		21.73		126.28		28.81		126.47		21.73		0.32		1.82		32.10
WAYN	Wayne Savings Bancshares, Inc.	OH		9.29		8.94		0.57		6.20		0.57		6.20		NA		NA		15.65		96.75		8.99		100.94		15.65		0.36		2.50		39.13
WCFB	WCF Bancorp, Inc.	IA		10.06		10.01		NA		NA		NA		NA		NA		115.18		NM		150.02		15.09		150.79		NA		0.20		2.35		187.36
WEBK	Wellesley Bancorp, Inc.	MA		8.31		8.31		0.50		5.81		0.50		5.79		NA		NA		18.42		108.78		9.04		108.78		18.49		0.16		0.65		10.53
WBB	Westbury Bancorp, Inc.	WI		11.33		11.33		0.51		4.46		0.46		3.99		NA		NA		21.41		102.47		11.61		102.47		23.90		NA		NA		NM

Exhibit IV-1B

Weekly Thrift Market Line - Part Two

Prices As of November 11, 2016

			Key Financial Ratios												Asset Quality Ratios				Pricing Ratios										Dividend Data (6)
			Equity/		Tang Equity/		Reported Earnings				Core Earnings				NPAs/		Rsvs/		Price/		Price/		Price/		Price/		Price/		Div/		Dividend		Payout
			Assets(1)		Assets(1)		ROA(5)		ROE(5)		ROA(5)		ROE(5)		Assets		NPLs		Earnings		Book		Assets		Tang Book		Core Earnings		Share		Yield		Ratio (7)
			(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)
Companies
WNEB	Western New England Bancorp, Inc.	MA		10.54		10.54		0.33		3.11		0.39		3.71		NA		NA		33.20		104.77		11.04		104.77		27.84		0.12		1.45		48.00
WBKC	Wolverine Bancorp, Inc.	MI		16.55		16.55		1.02		6.27		1.02		6.27		1.95		136.57		13.92		89.98		14.89		89.98		13.92		NA		NA		52.91
WSFS	WSFS Financial Corporation	DE		10.44		8.05		1.04		9.85		1.33		12.50		0.61		104.48		20.30		181.12		18.91		241.13		16.03		0.28		0.70		12.69
MHCs
WVFC	WVS Financial Corp.	PA		9.85		9.85		0.42		4.32		NA		NA		NA		NA		17.03		76.65		7.55		76.65		NA		0.16		1.27		27.03
GCBC	Greene County Bancorp, Inc. (MHC)	NY		8.56		8.56		1.12		12.84		1.12		12.84		0.61		193.63		19.77		241.59		20.67		241.59		19.77		0.38		1.75		34.09
HONE	HarborOne Bancorp, Inc. (MHC)	MA		13.97		13.47		0.20		1.99		0.34		3.29		NA		NA		NA		176.81		24.70		184.46		NA		NA		NA		NA
KFFB	Kentucky First Federal Bancorp (MHC)	KY		22.87		18.88		0.43		1.86		NA		NA		NA		NA		51.63		103.30		23.62		131.59		NA		0.40		4.84		250.00
LSBK	Lake Shore Bancorp, Inc. (MHC)	NY		16.16		16.16		0.88		5.56		0.64		4.03		1.38		36.15		20.04		112.21		18.14		112.21		27.64		0.28		1.97		39.44
MGYR	Magyar Bancorp, Inc. (MHC)	NJ		8.17		8.17		0.19		2.32		NA		NA		NA		NA		54.47		126.23		10.31		126.23		NA		NA		NA		NM
OFED	Oconee Federal Financial Corp. (MHC)	SC		17.59		17.02		1.09		6.31		1.09		6.32		1.05		24.54		23.22		142.87		25.12		148.68		23.22		0.40		1.91		44.44
PVBC	Provident Bancorp, Inc. (MHC)	MA		14.10		14.10		0.82		5.72		0.78		5.43		NA		NA		NA		153.87		21.70		153.87		NA		NA		NA		NA
Under Acquisition
TFSL	TFS Financial Corporation (MHC)	OH		12.86		12.79		0.65		4.73		NA		NA		1.58		31.38		65.64		314.61		40.45		316.46		NA		0.50		2.72		151.79
AF	Astoria Financial Corporation	NY		11.53		10.41		0.49		4.41		0.51		4.56		1.69		37.20		24.16		99.28		10.67		112.48		23.24		0.16		1.03		25.00
EVER	EverBank Financial Corp	FL		6.60		6.45		0.49		7.07		NA		NA		0.74		45.16		20.14		138.91		8.49		142.84		NA		0.24		1.24		25.00
GTWN	Georgetown Bancorp, Inc.	MA		10.30		10.30		0.25		2.39		0.27		2.55		NA		NA		59.30		144.71		14.90		144.71		55.63		0.20		0.78		45.93

(1) Average of High/Low or Bid/Ask price per share.

(2) Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized.

(3) EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis.

(4) Exludes intangibles (such as goodwill, value of core deposits, etc.).

(5) 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.

(6) Annualized based on last regular quarterly cash dividend announcement.

(7) Indicated dividend as a percent of trailing 12 month earnings.

(8) Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics.

(9) For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares.

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) 2016 by RP^® Financial, LC.

EXHIBIT IV-2

Historical Stock Price Indices

Exhibit IV-2

Historical Stock Price Indices(1)

Year/Qtr. Ended		DJIA	S&P 500		NASDAQ Composite		SNL Thrift Index		SNL     Bank  Index
2004:	Quarter 1	10357.7		1126.2		1994.2		1585.3		562.20
	Quarter 2	10435.5		1140.8		2047.8		1437.8		546.62
	Quarter 3	10080.3		1114.6		1896.8		1495.1		556.00
	Quarter 4	10783.0		1211.9		2175.4		1605.6		595.10
2005:	Quarter 1	10503.8		1180.6		1999.2		1516.6		551.00
	Quarter 2	10275.0		1191.3		2057.0		1577.1		563.27
	Quarter 3	10568.7		1228.8		2151.7		1527.2		546.30
	Quarter 4	10717.5		1248.3		2205.3		1616.4		582.80
2006:	Quarter 1	11109.3		1294.8		2339.8		1661.1		595.50
	Quarter 2	11150.2		1270.2		2172.1		1717.9		601.14
	Quarter 3	11679.1		1335.9		2258.4		1727.1		634.00
	Quarter 4	12463.2		1418.3		2415.3		1829.3		658.60
2007:	Quarter 1	12354.4		1420.9		2421.6		1703.6		634.40
	Quarter 2	13408.6		1503.4		2603.2		1645.9		622.63
	Quarter 3	13895.6		1526.8		2701.5		1523.3		595.80
	Quarter 4	13264.8		1468.4		2652.3		1058.0		492.85
2008:	Quarter 1	12262.9		1322.7		2279.1		1001.5		442.5
	Quarter 2	11350.0		1280.0		2293.0		822.6		332.2
	Quarter 3	10850.7		1166.4		2082.3		760.1		414.8
	Quarter 4	8776.4		903.3		1577.0		653.9		268.3
2009:	Quarter 1	7608.9		797.9		1528.6		542.8		170.1
	Quarter 2	8447.0		919.3		1835.0		538.8		227.6
	Quarter 3	9712.3		1057.1		2122.4		561.4		282.9
	Quarter 4	10428.1		1115.1		2269.2		587.0		260.8
2010:	Quarter 1	10856.6		1169.4		2398.0		626.3		301.1
	Quarter 2	9744.0		1030.7		2109.2		564.5		257.2
	Quarter 3	9744.0		1030.7		2109.2		564.5		257.2
	Quarter 4	11577.5		1257.6		2652.9		592.2		290.1
2011:	Quarter 1	12319.7		1325.8		2781.1		578.1		293.1
	Quarter 2	12414.3		1320.6		2773.5		540.8		266.8
	Quarter 3	10913.4		1131.4		2415.4		443.2		198.9
	Quarter 4	12217.6		1257.6		2605.2		481.4		221.3
2012:	Quarter 1	13212.0		1408.5		3091.6		529.3		284.9
	Quarter 2	12880.1		1362.2		2935.1		511.6		257.3
	Quarter 3	13437.1		1440.7		3116.2		557.6		276.8
	Quarter 4	13104.1		1426.2		3019.5		565.8		292.7
2013:	Quarter 1	14578.5		1569.2		3267.5		602.3		318.9
	Quarter 2	14909.6		1606.3		3404.3		625.3		346.7
	Quarter 3	15129.7		1681.6		3771.5		650.8		354.4
	Quarter 4	16576.7		1848.4		4176.6		706.5		394.4
2014:	Quarter 1	16457.7		1872.3		4199.0		718.9		410.8
	Quarter 2	16826.6		1960.2		4408.2		723.9		405.2
	Quarter 3	17042.9		1972.3		4493.4		697.7		411.0
	Quarter 4	17823.1		2058.9		4736.1		738.7		432.8
2015:	Quarter 1	17776.1		2067.9		4900.9		749.3		418.8
	Quarter 2	17619.5		2063.1		4986.9		795.7		448.4
	Quarter 3	16284.7		1920.0		4620.2		811.7		409.4
	Quarter 4	17425.0		2043.9		5007.4		809.1		431.5
2016:	Quarter 1	17685.1		2059.7		4869.9		788.1		381.4
	Quarter 2	17930.0		2098.9		4842.7		780.9		385.6
	Quarter 3	18308.2		2168.3		5312.0		827.2		413.7
As of Nov. 11, 2016		18847.7		2164.5		5237.4		897.5		479.1
(1)    End of period data.

EXHIBIT IV-3

Stock Indices as of November 11, 2016

SNL DataCenter : Indexes - Historical Page 1 of 5

Historical Values

Industry:      Savings Bank/Thrift/Mutual

Geography: All

											Change (%)															Price /
	Close		Last Update		1 Day			1 Week			MTD			QTD			YTD			1 Year			3 Years			Earnings (x)
SNL Custom** Indexes
SNL Banking Indexes
SNL U.S. Bank and Thrift		459.85		11/11/2016		0.99			13.25			11.29			15.59			11.04			6.74			29.07			15.2
SNL U.S. Thrift		897.55		11/11/2016		2.47			9.61			7.74			8.51			10.94			10.20			32.73			29.7
SNL TARP Participants		84.48		11/11/2016		0.07			17.99			14.28			12.96			61.56			33.99			11.96			15.0
S&P 500 Bank		254.79		11/11/2016		0.40			13.25			11.24			16.48			8.78			5.32			28.71			NA
NASDAQ Bank		3,422.39		11/11/2016		2.94			14.73			12.49			14.08			19.95			13.85			38.76			NA
MSCI Europe Banks (USD)		48.62		11/11/2016		(0.78	)		3.74			1.68			7.84			(10.67	)		(15.38	)		(31.07	)		NA
EURO STOXX Banks		106.74		11/11/2016		(0.85	)		6.21			2.24			15.34			(16.52	)		(23.50	)		(22.62	)		NA
SNL European Bank		46.40		11/11/2016		(0.22	)		6.39			2.54			9.74			(6.06	)		(11.19	)		(16.87	)		12.4
SNL European Savings Bank & Mutuals		66.16		11/11/2016		(0.14	)		2.40			(0.18	)		2.37			(1.87	)		(4.33	)		0.87			13.4
SNL Asia-Pacific Bank		92.90		11/11/2016		(0.01	)		1.03			(0.46	)		(0.11	)		10.39			10.33			(0.27	)		12.2
SNL Asia-Pacific ex-Japan Bank		90.66		11/11/2016		(0.60	)		0.44			(1.00	)		(1.23	)		5.80			7.09			(8.87	)		12.7
CSI 300 Banks		5,393.28		11/14/2016		0.18			0.90			1.14			1.97			(3.62	)		(0.50	)		51.58			NA
CSI China Mainland Banks		5,579.36		11/14/2016		0.18			0.90			1.14			1.97			(3.62	)		(0.43	)		52.36			NA
TPX Bank Index		166.44		11/14/2016		1.71			9.21			6.78			15.21			(19.57	)		(24.78	)		(9.56	)		NA
KRX Banks Index		256.98		11/14/2016		(3.72	)		(0.47	)		(1.42	)		8.25			20.77			10.02			16.48			NA
SET Banking Index		469.29		11/14/2016		(1.62	)		(1.73	)		(1.85	)		(4.38	)		10.65			0.93			(12.24	)		NA
SNL Latin America Bank		119.05		11/11/2016		4.19			10.58			12.24			20.52			13.28			15.28			16.06			25.3
SNL Asset Size Indexes
SNL U.S. Thrift < $250M		1,032.23		11/11/2016		(0.41	)		1.08			0.22			(7.23	)		(4.59	)		1.19			19.21			28.6
SNL U.S. Thrift $250M-$500M		5,432.36		11/11/2016		0.98			0.76			0.25			1.64			7.38			8.92			39.67			29.1
SNL U.S. Thrift < $500M		1,844.82		11/11/2016		0.87			0.79			0.25			1.04			6.76			8.58			38.91			29.0
SNL U.S. Thrift $500M-$1B		2,513.65		11/11/2016		1.48			3.96			4.06			5.95			11.39			14.43			51.89			20.7
SNL U.S. Thrift $1B-$5B		3,269.45		11/11/2016		3.15			10.08			8.96			11.43			19.73			19.85			55.31			25.3
SNL U.S. Thrift $5B-$10B		987.61		11/11/2016		3.46			14.51			13.25			12.19			23.14			18.16			22.39			26.2
SNL U.S. Thrift > $10B		165.46		11/11/2016		1.81			8.11			5.33			5.94			1.67			1.23			19.84			36.3
SNL Market Cap Indexes
SNL Micro Cap U.S. Thrift		929.13		11/11/2016		1.19			3.17			2.83			4.47			6.15			8.54			39.85			22.7
SNL Micro Cap U.S. Bank & Thrift		613.14		11/11/2016		0.91			3.13			2.77			3.27			8.34			10.39			35.71			16.6
SNL Small Cap U.S. Thrift		719.97		11/11/2016		3.64			11.34			10.17			12.58			22.27			21.05			50.56			23.3
SNL Small Cap U.S. Bank & Thrift		599.05		11/11/2016		3.48			12.39			10.85			11.05			20.43			16.20			44.12			19.6
SNL Mid Cap U.S. Thrift		350.70		11/11/2016		2.14			10.76			8.97			9.02			16.57			12.95			33.73			24.4
SNL Mid Cap U.S. Bank & Thrift		389.75		11/11/2016		3.02			15.36			12.99			13.83			20.56			11.87			34.20			20.1
SNL Large Cap U.S. Thrift		157.12		11/11/2016		2.26			8.38			4.08			4.65			(7.03	)		(5.56	)		6.21			65.6
SNL Large Cap U.S. Bank & Thrift		296.62		11/11/2016		0.55			13.00			11.08			16.23			9.04			5.26			27.25			14.3
SNL Micro Cap European Bank		12.98		11/11/2016		0.21			1.05			(0.22	)		4.98			(9.63	)		(20.22	)		(41.16	)		10.0
SNL Small Cap European Bank		17.89		11/11/2016		0.20			2.40			0.09			3.68			(21.69	)		(15.49	)		(35.05	)		12.1
SNL Mid Cap European Bank		21.73		11/11/2016		0.08			2.77			(0.10	)		3.21			(18.50	)		(21.16	)		(34.73	)		14.0
SNL Large Cap European Bank		79.79		11/11/2016		(0.27	)		7.02			2.97			10.82			(13.38	)		(18.94	)		(19.77	)		12.2

SNL DataCenter : Indexes - Historical Page 2 of 5

SNL Micro Cap Asia-Pacific Bank	39.26	11/11/2016	(0.34	)	(1.48	)	(0.21	)	(1.59	)	(3.94	)	(2.48	)	(4.57	)	12.8
SNL Small Cap Asia-Pacific Bank	36.14	11/11/2016	(1.10	)	(0.18	)	(1.68	)	0.64		(9.86	)	(11.40	)	(16.18	)	11.1
SNL Mid Cap Asia-Pacific Bank	49.58	11/14/2016	0.58		(1.03	)	(2.79	)	(2.23	)	(0.37	)	(3.16	)	(5.34	)	13.2
SNL Large Cap Asia-Pacific Bank	94.90	11/14/2016	(0.25	)	0.47		(0.22	)	0.04		(0.76	)	(0.63	)	(5.08	)	12.1
SNL Micro Cap Latin America Bank	62.68	11/11/2016	(2.09	)	(5.69	)	(7.05	)	(8.88	)	17.56		(2.16	)	(47.42	)	10.2
SNL Small Cap Latin America Bank	44.13	11/11/2016	(2.39	)	(7.69	)	(9.08	)	(5.01	)	(7.27	)	(12.76	)	(32.68	)	6.6
SNL Mid Cap Latin America Bank	91.95	11/11/2016	(2.04	)	(3.61	)	(2.32	)	(1.38	)	14.17		(3.65	)	12.76		12.9
SNL Large Cap Latin America Bank	125.18	11/11/2016	5.45		13.73		15.58		25.81		10.94		17.57		21.10		28.1
SNL Geographic Indexes
SNL Mid-Atlantic U.S. Thrift	3,390.47	11/11/2016	2.91		11.42		9.15		10.37		7.98		7.59		23.29		26.5
SNL Midwest U.S. Thrift	3,236.29	11/11/2016	1.94		8.05		5.66		6.92		12.66		13.47		53.56		39.4
SNL New England U.S. Thrift	2,744.39	11/11/2016	2.96		8.63		8.18		12.40		21.99		20.54		44.25		28.3
SNL Southeast U.S. Thrift	389.36	11/11/2016	0.29		0.53		0.55		0.22		16.71		9.14		29.07		20.0
SNL Southwest U.S. Thrift	734.70	11/11/2016	(0.75	)	(0.15	)	(0.29	)	6.73		7.14		7.52		44.43		34.8
SNL Western U.S. Thrift	120.26	11/11/2016	2.69		14.05		13.55		2.27		10.12		7.48		40.18		16.5
SNL Western European Bank	38.58	11/11/2016	(0.10	)	7.01		3.07		10.90		(14.17	)	(19.63	)	(24.80	)	12.5
SNL Eastern European Bank	116.21	11/11/2016	(1.22	)	1.62		(1.60	)	1.05		43.48		47.71		23.32		11.7
SNL UK & Ireland Bank	25.67	11/11/2016	0.16		8.00		4.91		8.00		(17.35	)	(25.47	)	(39.49	)	13.4
SNL France & Benelux Bank	52.80	11/11/2016	(0.52	)	8.24		5.68		17.26		(0.28	)	(6.79	)	9.19		9.5
SNL German, Swiss, Austrian Bank	34.18	11/11/2016	1.33		11.99		5.88		12.49		(20.52	)	(21.78	)	(29.49	)	16.8
SNL Nordic Bank	117.18	11/11/2016	0.24		4.63		0.49		6.69		3.92		2.05		16.89		13.1
SNL Mediterranean/Southern European Bank	19.95	11/11/2016	(1.29	)	3.03		(1.69	)	11.12		(26.07	)	(31.62	)	(39.31	)	12.4
SNL North Asia Bank	85.76	11/14/2016	(0.27	)	(0.43	)	(0.40	)	(0.68	)	(0.93	)	(3.17	)	2.11		8.7
SNL China Bank	79.18	11/14/2016	(0.54	)	(0.90	)	(0.45	)	0.11		(0.37	)	0.00		14.53		6.2
SNL Japan Bank	51.72	11/14/2016	2.09		8.46		6.09		14.05		(19.65	)	(24.29	)	(9.41	)	10.6
SNL Southeast Asia Bank	124.22	11/14/2016	(1.59	)	(4.21	)	(5.28	)	(7.17	)	2.72		1.70		(15.00	)	12.8
SNL South Asia Bank	85.09	11/11/2016	(3.51	)	(0.17	)	(3.10	)	(2.12	)	12.92		15.04		43.06		28.4
SNL Australia & NZ Bank	103.16	11/14/2016	(0.70	)	3.97		1.79		3.03		(7.05	)	1.53		(5.64	)	14.3
SNL Central America Bank	110.29	11/11/2016	(3.26	)	(17.35	)	(21.36	)	(15.69	)	(21.57	)	(25.32	)	(33.83	)	15.8
SNL Mexico Bank	117.56	11/11/2016	(3.40	)	(17.86	)	(21.93	)	(16.10	)	(22.19	)	(25.91	)	(34.54	)	15.9
SNL Caribbean Bank	108.76	11/11/2016	0.16		(0.95	)	0.04		(1.46	)	(11.23	)	(16.78	)	(21.97	)	14.6
SNL Southern Cone Bank	136.73	11/11/2016	(1.95	)	(3.44	)	(5.61	)	(0.93	)	14.01		(4.37	)	7.53		13.6
SNL Andean Bank	278.13	11/11/2016	10.58		33.62		46.47		48.13		5.41		22.99		97.78		34.8
SNL Brazil Bank	48.49	11/11/2016	(4.96	)	(13.10	)	(19.14	)	(2.63	)	70.11		38.09		(31.30	)	9.5
SNL Stock Exchange Indexes
SNL U.S. Thrift NYSE	142.88	11/11/2016	1.96		8.87		5.53		6.58		3.67		2.88		8.72		18.7
SNL U.S. Thrift NASDAQ	2,639.35	11/11/2016	2.70		9.93		8.72		9.36		14.30		13.59		43.69		32.3
SNL U.S. Thrift Pink	276.37	11/11/2016	0.01		0.54		(0.24	)	3.14		7.70		9.47		43.50		16.3
SNL Other Indexes
SNL U.S. Thrift MHCs	6,191.32	11/11/2016	2.26		5.97		3.70		4.66		1.66		3.02		56.05		62.2
Broad Market Indexes
DJIA	18,847.66	11/11/2016	0.21		5.36		3.89		2.95		8.16		6.47		19.42		NA
S&P 500	2,164.45	11/11/2016	(0.14	)	3.80		1.80		(0.18	)	5.90		4.31		22.15		NA
S&P Mid-Cap	1,562.99	11/11/2016	0.99		5.69		3.55		0.69		11.76		7.86		21.03		NA
S&P Small-Cap	781.84	11/11/2016	2.56		10.56		8.20		3.29		16.39		12.66		23.48		NA
S&P 500 Financials	359.43	11/11/2016	0.39		11.33		9.67		12.04		11.72		9.10		28.01		NA
SNL U.S. Financial Institutions	780.30	11/11/2016	0.70		11.11		9.37		10.95		10.06		6.41		25.44		16.5
MSCI US IMI Financials	1,338.45	11/11/2016	0.69		11.17		9.43		11.28		12.98		10.22		27.92		NA
NASDAQ	5,237.11	11/11/2016	0.54		3.78		0.92		(1.41	)	4.59		3.36		33.61		NA
NASDAQ Finl	3,686.09	11/11/2016	1.11		9.97		7.83		6.22		13.72		9.09		25.54		NA
NYSE	10,652.25	11/11/2016	(0.29	)	3.53		1.63		(0.65	)	5.02		2.43		6.07		NA
Russell 1000	1,199.16	11/11/2016	(0.07	)	3.85		1.86		(0.26	)	5.94		4.18		21.54		NA

SNL DataCenter : Indexes - Historical     Page 5 of 5

Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products.

Mid-Atlantic: DE, DC, MD, NJ, NY, PA, PR	Midwest: IA, IN, IL, KS, KY, MI, MN, MO, ND, NE, OH, SD, WI
New England: CT, ME, MA, NH, RI, VT	Southeast: AL, AR, FL, GA, MS, NC, SC, TN, VA, WV
Southwest: CO, LA, NM, OK, TX, UT	West: AZ, AK, CA, HI, ID, MT, NV, OR, WA, WY

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S&P Global Market Intelligence, 55 Water Street, New York, NY 10041

EXHIBIT IV-4

Market Area Acquisition Activity

Exhibit IV-4

New York Thrift Acquisitions 2013-Present

						Target Financials at Announcement														Deal Terms and Pricing at Announcement
						Total						LTM		LTM		NPAs/		Rsrvs/		Deal		Value/										Prem/
Announce	Complete					Assets		E/A		TE/A		ROAA		ROAE		Assets		NPLs		Value		Share		P/B		P/TB		P/E		P/A		Cdeps
Date	Date	Buyer Short Name		Target Name		($000)		(%)		(%)		(%)		(%)		(%)		(%)		($M)		($)		(%)		(%)		(x)		(%)		(%)
10/29/2015	Def. Agrmt	New York Community Bancorp	NY	Astoria Financial Corporation	NY		15,099,204		10.91		9.80		0.60		5.78		1.68		44.04		1,944.2		19.290		128.13		145.93		22.96		12.88		7.27
02/24/2015	12/04/2015	Community Bank System Inc.	NY	Oneida Financial Corp.	NY		798,169		12.01		9.01		0.66		5.44		0.17		326.98		142.1		19.986		146.60		202.07		27.38		17.80		11.58
09/25/2014	04/28/2015	Putnam County SB	NY	CMS Bancorp, Inc.	NY		273,045		8.72		8.72		0.25		2.91		NA		NA		25.4		13.250		110.58		110.58		40.15		9.29		1.72
01/30/2014	06/30/2014	Kearny Financial Corp. (MHC)	NJ	Atlas Bank	NY		110,480		13.68		13.68		-0.93		-6.18		0.60		109.79		NA		NA		NA		NA		NA		NA		NA
				Average:			4,070,225		11.33		10.30		0.15		1.99		0.82		160.27						128.44		152.86		30.16		13.32		6.86
				Median:			535,607		11.46		9.41		0.43		4.18		0.60		109.79						128.13		145.93		27.38		12.88		7.27

EXHIBIT IV-5

PCSB Bank

Director and Senior Management Summary Resumes

Exhibit IV-5

PCSB Bank

Director and Senior Management Summary Resumes

Our Directors

Directors of PCSB Financial serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. The trustees of PCSB Bank are elected annually. The following table sets forth for each director of PCSB Financial, his name, his age at September 30, 2016, the year in which he began serving as a trustee of PCSB Bank and the year when his current term as a director of PCSB Financial expires.

Name (1)	Position(s)	Age	Director       Since	Current Term     Expires
William L. Cuddy, Jr.	Director	58	2015	2019
Kevin B. Dwyer	Director	55	2013	2019
Jeffrey Kellogg	Director	67	2011	2018
Robert Lusardi	Director	62	2012	2018
Matthew G. McCrosson	Director	66	2015	2018
Joseph D. Roberto	Chairman of the Board, President and Chief Executive Officer	64	2012	2019
Karl A. Thimm	Director	69	2008	2017
Michael T. Weber	Director	61	2005	2017
Richard F. Weiss	Vice Chairman of the Board and Lead Independent Director	71	2004	2017

(1) The mailing address for each individual is 2651 Strang Blvd., Suite 100, Yorktown Height, NY 10598.

The business experience for the past five years of each director of PCSB Financial is set forth below. Each individual’s biography also contains information regarding his experience, qualifications, attributes or skills that caused the board of directors to determine that he should serve as a director. Unless otherwise indicated, each individual has held his position for the past five years.

William L. Cuddy, Jr. serves as Executive Vice President of CBRE, Inc. providing commercial real estate consulting and brokerage services to corporations and other institutions for over 30 years. He leads a team of professionals in providing corporate real estate services including tenant representation (regional and national), as well as agency sales and leasing. CBRG, Inc. has recognized Mr. Cuddy as its top producing broker numerous times and he was awarded the NAIOP Deal of the Year six times for various sales and lease transactions.

Mr. Cuddy’s present and past leadership positions have included serving as a director of The Burke Hospital Foundation since 2009; director of the Burke Research Institute since 2006; and Director (2001-2009) and Past President of The Burke Rehabilitation Hospital (2007-2009). Member, Board of Stewards and Past President (2007) with the Friendly Sons of St. Patrick in Westchester County; Board member at Mercy College (1996-2005); and Director of the Westchester County Association since 2010.

Before joining the PCSB Bank Board of Trustees Mr. Cuddy had been a Director at CMS Bank which was acquired by PCSB Bank in 2015. The Board of Trustees values the depth of Mr. Cuddy’s background and expertise in real estate matters. In particular, he provides the board of directors and PCSB Bank with an extensive knowledge of the regional commercial real estate market, and provides valuable assistance in fostering relationships with owners, investors, developers and the corporate community. Mr. Cuddy is also valued for his marketing and transaction skills.

Exhibit IV-5 (continued)

PCSB Bank

Director and Senior Management Summary Resumes

Kevin B. Dwyer is the owner of Dwyer Agency, LLC, a real estate agency, and of Dwyer Agency of Mahopac LLC an insurance agency. Dwyer Agency, LLC has been providing the Putnam and surrounding communities with residential and commercial real estate and insurance opportunities since 1927.

Mr. Dwyer is actively involved in many community organizations serving on the Board of Putnam Hospital Center Foundation, St. John’s Parish Mahopac Finance Committee, Friendly Sons of St. Patrick, Lake Mahopac Rotary and Mahopac Chamber of Commerce. His professional organizations include NY State Commercial Association of Realtors, Hudson Valley Commercial Association of Realtors, NYS and National Association of Realtors, International Council of Shopping Centers and Independent Insurance Agents of NY State.

Mr. Dwyer’s real estate and insurance expertise provides the board of directors and PCSB Bank with valuable insight into the local real estate market and into the insurance needs of the Bank.

Jeffrey Kellogg, now retired, served as the Senior Vice President of Development and Community affairs at Putnam Hospital Center and as Executive Director of the Putnam Hospital Center Foundation. In this capacity, for 21 years, Mr. Kellogg was responsible for all fund raising initiatives as well as the hospital’s marketing and communications, public relations, volunteer/auxiliary program, community outreach and guest services department. Professionally, in 2005 he was recognized as a Fellow of the Association for Philanthropy, which is the highest level of achievement in the field of health care philanthropy.

Before his positions with Putnam Hospital Center, Mr. Kellogg began his business career building and managing a chain of a dozen area sporting goods stores throughout Westchester, Dutchess, Putnam and New Fairfield Ct. Counties. Throughout his career Mr. Kellogg has been active in the community and has served on many boards and held numerous leadership positions. These include positions and membership with the Putnam County Economic Development Corporation, the American Heart Association, Cornell Cooperative Extension, Grace Lutheran Church of Yorktown, the Putnam Alliance and Boy Scouts of America. Most recently, Mr. Kellogg has joined the board of Putnam Family and Community Services which services clients throughout the Hudson Valley.

Mr. Kellogg holds a bachelor’s degree in Economics from St. Lawrence University and a master’s degree in Health Care Administration from Western Connecticut State University. His strong leadership skills and extensive community involvement provides the Board of Directors and PCSB Bank with valuable insight the needs of the Bank’s local communities.

Robert Lusardi, Esq. is a partner in the law firm of Daniels, Porco and Lusardi LLP located in Carmel, N.Y. He practices primarily in the areas of Real Estate and Zoning Litigation, Civil Litigation, Mortgage Foreclosure and Commercial Litigation. Mr. Lusardi is admitted to practice in New York, Connecticut and the U.S. District Courts for the Southern and Eastern Districts of New York. He has served as Assistant District Attorney, Putnam County, NY, Village Attorney, Village of Nelsonville Assistant Town Attorney, Town of Phillipstown, and Special Litigation Counsel, Town of Putnam County. Mr. Lusardi is a member of the Zoning Board of Appeals of the Town of Putnam Valley NY, a member of Preserve Putnam, a local charity, the Carmel-Mahopac Chamber of Commerce, and the Putnam County and New York State Bar Associations.

Mr. Lusardi attended The College of Holy Cross where he received his B.A. and Syracuse University College of Law where he received his J.D. His more than 35 years of experience in commercial and real estate litigation provides the board of directors with valuable experience in real estate litigation matters as well as other legal matters.

Exhibit IV-5 (continued)

PCSB Bank

Director and Senior Management Summary Resumes

Matthew G. McCrosson is a partner with the accounting and advisory firm of PKF O’Connor Davies, LLP where he has been employed since 2000. Mr. McCrosson provides performance improvement based advisory services in addition to organizational and operational reviews. He has assisted many clients in reviewing their technology platforms in terms of alternative systems and system selection and implementation coordination.

Before joining PKF O’Connor Davies, LLP in 2000, Mr. McCrosson was with KPMG Consulting, in the firm’s Public Services line of business. Earlier in his career, Mr. McCrosson served as chief financial officer and chief operation officer of several national and regional not-for-profit organizations. He serves on the Boards of the Business Council of Westchester and Westchester Community College Foundation. He is a past Chairman of the Westchester Community Foundation.

Before joining the PCSB Bank Board Mr. McCrosson had been a Director at CMS Bank which had been acquired by PCSB Bank in 2015. The Board of Trustees values Mr. McCrosson’s unique combination of financial and accounting expertise and knowledge of technology matters along with his designation as an “audit committee financial expert,” as that term is defined by Securities and Exchange Commission regulations.

Joseph D. Roberto has served as President and Chief Executive Officer of PCSB Bank since January 2012 and as its Chairman of the Board since January 2012. He served as Chief Financial Officer of PCSB Bank from October 2005 to December 2011. Mr. Roberto’s banking career spans more than 40 years serving in various financial management and executive positions for other financial institutions. Before joining PCSB Bank, Mr. Roberto began his career at Yonkers Savings and Loan Association and served as Chief Financial Officer for both Yonkers Financial Corporation and Yonkers Savings and Loan Association, a public community bank, from 1996 to 2002. In 2004 and 2005 he served as Executive Vice President and Chief Financial Officer of Empire State Bank, a public commercial bank.

Mr. Roberto is actively involved in various organizations in both Putnam and Westchester Counties, currently serving on the boards of the Putnam Economic Development Committee, as its Chairman, the Putnam Hospital Center Foundation and the Westchester County Association. Mr. Roberto is also actively involved with the American Heart Association and its Putnam Heart Walk leading PCSB Bank’s efforts in fund raising and heart healthy awareness.

Mr. Roberto’s extensive knowledge of the banking industry and strong leadership skills provide PCSB Bank with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment.

Karl A. Thimm is the President, owner and founder of Karlen Inc. DBA Appliance Sales Plus, a leading Westchester based retail and commercial appliance provider located in Somers NY. He also sits on the Executive Board of Intercounty Appliance Corporation, a retail appliance co-op in Medford, NY. Prior to starting Karlen Incorporated, Mr. Thimm was in the appliance sales division of General Electric Company where he maintained relationships with many retail companies. He sits on the board of the Putnam Hospital Center.

Mr. Thimm’s entrepreneurship and over 40 years of business experience provide PCSB Bank with insight and guidance with its small business lending and account relationships.

Exhibit IV-5 (continued)

PCSB Bank

Director and Senior Management Summary Resumes

Michael T. Weber was the Chief Executive Officer of Health Quest a multi-hospital healthcare system located in the lower Hudson Valley until his retirement in 2013. Prior to retiring, he grew the system to a $700 million operation with multiple healthcare related entities including home care agencies, urgent care centers, a nursing home and physician practices, which helped in making Health Quest the leader it is today.

Before his position as CEO of Health Quest in 2007, Mr. Weber began his career in Buffalo, NY and from 1979 to 1986 he was Director of Fiscal Services at a local hospital. In 1986 he accepted the position of Chief Financial Officer at Putnam Hospital Center, in Carmel, NY. During that time Mr. Weber earned a Masters in Healthcare Administration from Western Connecticut State University and was promoted to the hospital’s Chief Executive Officer. Over the next seven years he successfully improved the hospital’s financial position, completed several major building projects, enlarged the medical staff and enhanced the reputation of the hospital.

During his years in healthcare administration, Mr. Weber was involved in many community activities including Chairman of the American Heart Association, committee membership with both the American Hospital Association and the NYS Healthcare Association and Chairman of the Northern Metropolitan Hospital Association. Mr. Weber’s administration and financial background provides the board with valuable insight into PCSB Bank’s strategic planning goals.

Richard F. Weiss, having been in the financial services industry for over 40 years, is a Certified Public Accountant and a Certified Financial Planner with an emphasis on Estate and Trust planning. Currently, he works as a consultant to Weiss Financial Group and Weiss Advisory Group LLC firms specializing in tax compliance and personal financial, estate and trust planning and compliance.

Before his current position, Mr. Weiss began his career working for several leading CPA firms in New York City, including the prestigious firm S.D. Leidesdorf & Co. which subsequently merged with the current firm of Ernst & Young. Before establishing his private practice in Mahopac, he was partner at the firm of Kamerman, Shapiro, Jacobs & Weiss, a boutique New York City based firm specializing in international and domestic corporate taxation, estate, trust and individual planning and taxation.

Mr. Weiss is a firm believer in giving back to the community and, toward that end, he serves as a board member and Treasurer of the Putnam County Housing Corp. and a board member of the Putnam Economic Development Committee. He also enjoys volunteering as a local broadcast television announcer for Mahopac High School sporting events.

Mr. Weiss’s extensive tax and financial expertise is an invaluable resource to PCSB Bank and is designated as an “audit committee financial expert” as that term is defined by Securities and Exchange Commission regulations. Mr. Weiss also serves as our lead independent director.

Executive Officers Who Are Not Directors

Carol Bray, age 52, is Senior Vice President and Chief Information Officer, a position she has held since January 2016. Previously, she was PCSB Bank’s Information Technology Manager beginning in December 2001. With over 25 years of experience, Ms. Bray is responsible for the security of customer information and oversees the Information Technology and Systems Operations Departments. Before joining PCSB Bank, she spent 13 years as Vice President and Systems Operations Manager at Premier Bank, a $1.6 billion community financial institution.

Robert Farrier, age 45, is Senior Vice President and Retail Banking Officer, a position he has held since January 2006. Before joining PCSB Bank, Mr. Farrier has held various positions in the retail banking sector since 1996 where he began his career at Marine Midland Bank and graduated from their Officer’s Development Program. Throughout his career he has worked at several large banking institutions such as Bank of New York, First Union, and Fleet Bank (Bank of America), in which he has held positions in the retail sector from Branch Manager to District Manager of a twenty branch region. Mr. Farrier holds an MBA from Marist College.

Exhibit IV-5 (continued)

PCSB Bank

Director and Senior Management Summary Resumes

Michael P. Goldrick, age 51, is Senior Vice President and Chief Lending Officer, a position he has held since October 2012. Before joining PCSB Bank Mr. Goldrick has held various management and executive positions in the banking industry since 1987 where he began his career at North Fork Bank & Trust Company as a loan officer. From 2001 to 2005, Mr. Goldrick was Vice President, Commercial Loans, M&T Bank, specializing in middle market loans. From 2005 to 2008 he was Executive Vice President, for Business and Professional Banking at Hudson Valley Bank an executive position accountable for direct and indirect management of a $1.5 billion loan and $1.7 billion deposit portfolio. From 2008 to 2012 Mr. Goldrick was a Senior Vice President, Team Leader Commercial Banking for Provident Bank responsible for loan expansion into Westchester, Putnam, Bronx and Fairfield Ct. Mr. Goldrick holds an MBA in Finance from Fordham University.

Ruth Leser, age 52, is Senior Vice President and has been Director of Human Resources since January 1996. During her time with PCSB Bank, Ms. Leser has administered PCSB Bank’s growth from 99 employees to the current number of 177. Prior to joining PCSB Bank, she spent 9 years as a Human Resources Officer at First Union Bank, formerly Union Trust Bank in Connecticut. Ms. Leser holds a BBA in Human Resources Management.

David McNamara, age 46, is Senior Vice President Compliance and CRA Officer, a position he has held since June 2014. From March 2003 until June 2014, Mr. McNamara was Vice President, Compliance and CRA for Newtown Savings Bank. From January 1997 until March 2003, he was a consultant for RSM McGladrey, Inc. in their Financial Services Practice, specializing in Bank Regulatory Compliance for Community Banks. Mr. McNamara is also an attorney admitted in the State of Connecticut since August 1999.

Scott Nogles, age 47, is Executive Vice President and Chief Financial Officer, a position he has held since October 2011. Before joining PCSB Bank, Mr. Nogles has held various financial management and executive positions for other financial institutions. He began his career in 1993 at KPMG, a big four accounting firm, and specialized in auditing community and regional banks. From 2004 to 2011 Mr. Nogles was Executive Vice President and Chief Financial officer of New England Bank, a $700 million public community bank in Enfield CT. Mr. Nogles holds an MBA from the University of Connecticut and is a former CPA.

Richard Petrone, age 58, is Senior Vice President and Chief Credit Officer, a position he has held since August 2012. Before joining PCSB Bank, Mr. Petrone has held various credit administrative positions for other financial institutions since 1982 where he began his banking career at North Houston Bank, in Houston Texas. From 1992 to 2007 Mr. Petrone was a Vice President and Business Banking Risk Manager for Wachovia Bank responsible for credit structuring, underwriting, originating, renewing and credit grading of business banking clients from $5.0 million to $50.0 million. From 2007 to 2012 he was a Vice President and Commercial Credit Manager for TD Bank, NA responsible for managing an underwriting team of four in support of a Westchester Commercial/Middle market lending team.

Clifford S. Weber, age 66, is Senior Vice President, Chief Risk Officer and General Counsel, a position he has held since January 2016. Mr. Weber brings more than twenty five years representing banks, bank and thrift holding companies and other financial service providers in regulatory, corporate, securities and transactional matters. He has spent his career advising senior management and governing boards of community banks and their holding companies on strategic issues, transactions, corporate structure, investments and activities. In addition, Mr. Weber was General Counsel to the Community Bankers Association of New York State, Chairman of the New York Bar Association Banking Law Committee and Counsel to the New York Assembly Insurance Committee. From 2000 to 2015, Mr. Weber was a partner with Hinman, Howard & Kattell LLP, a law firm specializing in banking and financial services regulation. Mr. Weber earned his law degree from Brooklyn Law School. He is a director of the Food Bank for Westchester and the Town of Yorktown Industrial and Commercial Board.

Source: PCSB Bank’s prospectus.

EXHIBIT IV-6

PCSB Bank

Pro Forma Regulatory Capital Ratios

Exhibit IV-6

PCSB Bank

Pro Forma Regulatory Capital Ratios

	PCSB Bank Historical at September 30, 2016					Pro Forma at September 30, 2016 Based Upon the Sale in the Offering of:
						13,600,000 Shares						16,000,000 Shares						18,400,000 Shares						21,160,000 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 capital	$	111,526		8.89	%	$	227,485			16.59	%	$	248,851			17.87	%	$	270,215			19.11	%	$	294,785			20.49	%
Tier 1 leverage capital	$	112,246		8.85	%	$	228,205			16.48	%	$	249,571			17.75	%	$	270,935			18.98	%	$	295,505			20.35	%
Tier 1 leverage requirement		63,430		5.00			69,228			5.00			70,296			5.00			71,365			5.00			72,593			5.00
Excess	$	48,816		3.85	%	$	158,977			11.48	%	$	179,275			12.75	%	$	199,570			13.98	%	$	222,912			15.35	%
Tier 1 risk-based capital (3)	$	112,246		13.89	%	$	228,205			27.45	%	$	249,571			29.86	%	$	270,935			32.25	%	$	295,505			34.97	%
Tier 1 risk-based requirement		64,660		8.00			66,516			8.00			66,858			8.00			67,199			8.00			67,592			8.00
Excess	$	47,586		5.89	%	$	161,689			19.45	%	$	182,713			21.86	%	$	203,736			24.25	%	$	227,913			26.97	%
Total risk-based capital (3)	$	116,311		14.39	%	$	232,270			27.94	%	$	253,636			30.35	%	$	275,000			32.74	%	$	299,570			35.46	%
Total risk-based requirement		80,825		10.00			83,145			10.00			83,572			10.00			83,999			10.00			84,491			10.00
Excess	$	35,486		4.39	%	$	149,125			17.94	%	$	170,064			20.35	%	$	191,001			22.74	%	$	215,079			25.46	%
Common equity tier 1 capital	$	112,246		13.89	%	$	228,205			27.45	%	$	249,571			29.86	%	$	270,935			32.25	%	$	295,505			34.97	%
Common equity tier 1 requirement		64,660		8.00			66,516			8.00			66,858			8.00			67,199			8.00			67,592			8.00
Excess	$	47,586		5.89	%	$	161,689			19.45	%	$	182,713			21.86	%	$	203,736			24.25	%	$	227,913			26.97	%
Reconciliation:
Net proceeds infused from the offering						$	133,066					$	156,868					$	180,669					$	208,041
Plus: Tax benefit of contribution to charitable foundation						$	1,700					$	1,700					$	1,700					$	1,700
Less: Cash contribution to charitable foundation						$	(2,144	)				$	(1,640	)				$	(1,136	)				$	(556	)
Less: Common stock acquired by employee stock ownership plan						$	(11,109	)				$	(13,069	)				$	(15,029	)				$	(17,284	)
Less: Common stock acquired by stock-based benefit plan						$	(5,554	)				$	(6,534	)				$	(7,515	)				$	(8,642	)
Pro forma increase in tier 1 and risk-based capital						$	115,959					$	137,325					$	158,689					$	183,259

(1)         As adjusted to give effect to an increase in the number of shares, which increase 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)         Equity and Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

(3)         Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

Source: PCSB Bank’s prospectus.

EXHIBIT IV-7

PCSB Bank

Pro Forma Analysis Sheet

Exhibit IV-7

PRO FORMA ANALYSIS SHEET

PCSB Bank

Prices as of November 11, 2016

							Peer Group		New York Companies				All Publicly-Traded
Price Multiple		Symbol		Subject (1)			Average	Median	Average		Median		Average		Median
Price-earnings ratio (x)			P/E		71.12	x	18.23x	18.42x		15.00x		16.40x		18.15x		18.27x
Price-core earnings ratio (x)			P/Core		59.67	x	18.42x	18.95x		16.96x		17.73x		19.38x		18.58x
Price-book ratio (%)	=		P/B		65.66%		115.63%	116.32%		124.98%		121.56%		120.76%		118.75%
Price-tangible book ratio (%)	=		P/TB		67.48%		120.40%	122.50%		145.98%		149.88%		130.63%		125.08%
Price-assets ratio (%)	=		P/A		11.73%		14.65%	11.31%		10.96%		11.11%		14.84%		14.26%
Valuation Parameters
Pre-Conversion Earnings (Y)			$3,126,000				ESOP Stock Purchases (E)			8.00%		(5)
Pre-Conversion Earnings (CY)			$3,567,000				Cost of ESOP Borrowings (S)			0.00%		(4)
Pre-Conversion Book Value (B)			$111,506,000				ESOP Amortization (T)			30.00		years
Pre-Conv. Tang. Book Val. (TB)			$104,734,000				RRP Amount (M)			4.00%
Pre-Conversion Assets (A)			$1,255,404,000				RRP Vesting (N)			5.00		years (5)
Reinvestment Rate (2)(R)			1.14%				Foundation (F)			3.13%
Est. Conversion Expenses (3)(X)			1.96%				Tax Benefit (Z)			1,700,000
Tax Rate (TAX)			34.00%				Percentage Sold (PCT)			100.00%
Shares Tax			$0				Option (O1)			10.00%		(6)
							Estimated Option Value (O2)			23.40%		(6)
							Option vesting (O3)			5.00		(6)
							Option pct taxable (O4)			25.00%		(6)

Calculation of Pro Forma Value After Conversion
1.     V=	P/E * (Y)	V=	$163,360,000
	1 - P/E * PCT * ((1-X-E-M-F)*R*(1-TAX) - (1-TAX)*E/T - (1-TAX)*M/N) - (1-(TAX*O4))*(O1*O2)/O3)
2.     V=	P/Core * (Y)	V=	$163,360,000
	1 - P/core * PCT * ((1-X-E-M-F)*R*(1-TAX) - (1-TAX)*E/T - (1-TAX)*M/N) - (1-(TAX*O4))*(O1*O2)/O3)
3.     V=	P/B * (B+Z)	V=	$163,360,000
	1 - P/B * PCT * (1-X-E-M-F)
4.     V=	P/TB * (TB+Z)	V=	$163,360,000
	1 - P/TB * PCT * (1-X-E-M-F)
5.     V=	P/A * (A+Z)	V=	$163,360,000
	1 - P/A * PCT * (1-X-E-M-F)

							Shares				Aggregate
	Shares Issued		Price Per		Gross Offering		Issued To		Total Shares		Market Value
Conclusion	To the Public		Share		Proceeds		Foundation		Issued		of Shares Issued
Super Maximum		21,160,000		10.00	$	211,600,000		444,360		21,604,360	$	216,043,600
Maximum		18,400,000		10.00		184,000,000		386,400		18,786,400		187,864,000
Midpoint		16,000,000		10.00		160,000,000		336,000		16,336,000		163,360,000
Minimum		13,600,000		10.00		136,000,000		285,600		13,885,600		138,856,000

(1) Pricing ratios shown reflect the midpoint value.

(2) Net return reflects a reinvestment rate of 1.14 percent and a tax rate of 34.0 percent.

(3) Offering expenses shown at estimated midpoint value.

(4) No cost is applicable since holding company will fund the ESOP loan.

(5) ESOP and MRP amortize over 15 years and 5 years, respectively; amortization expenses tax effected at 34.0 percent.

(6) 10 percent option plan with an estimated Black-Scholes valuation of 23.40 percent of the exercise price, including a 5 year vesting with 25 percent of the options (granted to directors) tax effected at 34.0 percent.

EXHIBIT IV-8

PCSB Bank

Pro Forma Effect of Conversion Proceeds

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

PCSB Bank

At the Minimum

1.	Pro Forma Market Capitalization	$138,856,000
	Less: Foundation Shares	2,856,000
2.	Offering Proceeds	$136,000,000
	Less: Estimated Offering Expenses	2,934,189
	Net Conversion Proceeds	$133,065,811
3.	Estimated Additional Income from Conversion Proceeds
	Net Conversion Proceeds	$133,065,811
	Less: Cash Contribution to Foundation	2,144,000
	Less: Non-Cash Stock Purchases (1)	16,662,720
	Net Proceeds Reinvested	$114,259,091
	Estimated net incremental rate of return	0.75%
	Reinvestment Income	$859,685
	Less: Shares Tax	0
	Less: Estimated cost of ESOP borrowings (2)	0
	Less: Amortization of ESOP borrowings (3)	244,387
	Less: Amortization of Options (4)	594,609
	Less: Recognition Plan Vesting (5)	733,160
	Net Earnings Impact	($712,470	)

4.	Pro Forma Earnings	Before     Conversion		Net Earnings       Increase			After       Conversion
	12 Months ended September 30, 2016 (reported)		$3,126,000		($712,470	)		$2,413,530
	12 Months ended September 30, 2016 (core)		$3,567,000		($712,470	)		$2,854,530

5.	Pro Forma Net Worth	Before     Conversion	Net Cash     Proceeds	Tax Benefit Of Contribution		After       Conversion
	September 30, 2016	$111,506,000	$114,259,091		$1,700,000		$227,465,091
	September 30, 2016(Tangible)	$104,734,000	$114,259,091		$1,700,000		$220,693,091
6.	Pro Forma Assets	Before Conversion	Net Cash Proceeds	Tax Benefit Of Contribution		After Conversion
	September 30, 2016	$1,255,404,000	$114,259,091		$1,700,000		$1,371,363,091

(1) Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2) ESOP stock purchases are internally financed by a loan from the holding company.

(3) ESOP borrowings are amortized over 15 years, amortization expense is tax-effected at a 34.0 percent rate.

(4) Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5) RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

PCSB Bank

At the Midpoint

1.	Pro Forma Market Capitalization	$163,360,000
	Less: Foundation Shares	3,360,000
2.	Offering Proceeds	$160,000,000
	Less: Estimated Offering Expenses	3,132,546
	Net Conversion Proceeds	$156,867,454
3.	Estimated Additional Income from Conversion Proceeds
	Net Conversion Proceeds	$156,867,454
	Less: Cash Contribution to Foundation	1,640,000
	Less: Non-Cash Stock Purchases (1)	19,603,200
	Net Proceeds Reinvested	$135,624,254
	Estimated net incremental rate of return	0.75%
	Reinvestment Income	$1,020,437
	Less: Shares Tax	0
	Less: Estimated cost of ESOP borrowings (2)	0
	Less: Amortization of ESOP borrowings (3)	287,514
	Less: Amortization of Options (4)	699,540
	Less: Recognition Plan Vesting (5)	862,541
	Net Earnings Impact	($829,158	)

4.	Pro Forma Earnings	Before     Conversion		Net Earnings       Increase			After       Conversion
	12 Months ended September 30, 2016 (reported)		$3,126,000		($829,158	)		$2,296,842
	12 Months ended September 30, 2016 (core)		$3,567,000		($829,158	)		$2,737,842

5.	Pro Forma Net Worth	Before     Conversion	Net Cash     Proceeds	Tax Benefit Of Contribution		After       Conversion
	September 30, 2016	$111,506,000	$135,624,254		$1,700,000		$248,830,254
	September 30, 2016(Tangible)	$104,734,000	$135,624,254		$1,700,000		$242,058,254
6.	Pro Forma Assets	Before Conversion	Net Cash Proceeds	Tax Benefit Of Contribution		After Conversion
	September 30, 2016	$1,255,404,000	$135,624,254		$1,700,000		$1,392,728,254

(1) Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2) ESOP stock purchases are internally financed by a loan from the holding company.

(3) ESOP borrowings are amortized over 15 years, amortization expense is tax-effected at a 34.0 percent rate.

(4) Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5) RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

PCSB Bank

At the Maximum Value

1.	Pro Forma Market Capitalization	$187,864,000
	Less: Foundation Shares	3,864,000
2.	Offering Proceeds	$184,000,000
	Less: Estimated Offering Expenses	3,330,903
	Net Conversion Proceeds	$180,669,097
3.	Estimated Additional Income from Conversion Proceeds
	Net Conversion Proceeds	$180,669,097
	Less: Cash Contribution to Foundation	1,136,000
	Less: Non-Cash Stock Purchases (1)	22,543,680
	Net Proceeds Reinvested	$156,989,417
	Estimated net incremental rate of return	0.75%
	Reinvestment Income	$1,181,188
	Less: Shares Tax	0
	Less: Estimated cost of ESOP borrowings (2)	0
	Less: Amortization of ESOP borrowings (3)	330,641
	Less: Amortization of Options (4)	804,471
	Less: Recognition Plan Vesting (5)	991,922
	Net Earnings Impact	($945,845	)

4.	Pro Forma Earnings	Before     Conversion		Net Earnings       Increase			After       Conversion
	12 Months ended September 30, 2016 (reported)		$3,126,000		($945,845	)		$2,180,155
	12 Months ended September 30, 2016 (core)		$3,567,000		($945,845	)		$2,621,155

5.	Pro Forma Net Worth	Before     Conversion	Net Cash     Proceeds	Tax Benefit Of Contribution		After       Conversion
	September 30, 2016	$111,506,000	$156,989,417		$1,700,000		$270,195,417
	September 30, 2016(Tangible)	$104,734,000	$156,989,417		$1,700,000		$263,423,417
6.	Pro Forma Assets	Before Conversion	Net Cash Proceeds	Tax Benefit Of Contribution		After Conversion
	September 30, 2016	$1,255,404,000	$156,989,417		$1,700,000		$1,414,093,417

(1) Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2) ESOP stock purchases are internally financed by a loan from the holding company.

(3) ESOP borrowings are amortized over 15 years, amortization expense is tax-effected at a 34.0 percent rate.

(4) Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5) RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

PCSB Bank

At the Super Maximum Value

1.	Pro Forma Market Capitalization	$216,043,600
	Less: Foundation Shares	4,443,600
2.	Offering Proceeds	$211,600,000
	Less: Estimated Offering Expenses	3,559,014
	Net Conversion Proceeds	$208,040,986
3.	Estimated Additional Income from Conversion Proceeds
	Net Conversion Proceeds	$208,040,986
	Less: Cash Contribution to Foundation	556,400
	Less: Non-Cash Stock Purchases (1)	25,925,232
	Net Proceeds Reinvested	$181,559,354
	Estimated net incremental rate of return	0.75%
	Reinvestment Income	$1,366,053
	Less: Shares Tax	0
	Less: Estimated cost of ESOP borrowings (2)	0
	Less: Amortization of ESOP borrowings (3)	380,237
	Less: Amortization of Options (4)	925,142
	Less: Recognition Plan Vesting (5)	1,140,710
	Net Earnings Impact	($1,080,036	)

4.	Pro Forma Earnings	Before     Conversion		Net Earnings       Increase			After       Conversion
	12 Months ended September 30, 2016 (reported)		$3,126,000		($1,080,036	)		$2,045,964
	12 Months ended September 30, 2016 (core)		$3,567,000		($1,080,036	)		$2,486,964

5.	Pro Forma Net Worth	Before     Conversion	Net Cash     Proceeds	Tax Benefit Of Contribution		After       Conversion
	September 30, 2016	$111,506,000	$181,559,354		$1,700,000		$294,765,354
	September 30, 2016(Tangible)	$104,734,000	$181,559,354		$1,700,000		$287,993,354
6.	Pro Forma Assets	Before Conversion	Net Cash Proceeds	Tax Benefit Of Contribution		After Conversion
	September 30, 2016	$1,255,404,000	$181,559,354		$1,700,000		$1,438,663,354

(1) Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2) ESOP stock purchases are internally financed by a loan from the holding company.

(3) ESOP borrowings are amortized over 15 years, amortization expense is tax-effected at a 34.0 percent rate.

(4) Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5) RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

EXHIBIT V-1

RP^® Financial, LC.

Firm Qualifications Statement

RP FINANCIAL, LC.

Advisory | Planning | Valuation

FIRM QUALIFICATION STATEMENT
RP® Financial, LC. (“RP Financial”) provides financial and management consulting, merger advisory and valuation services to the financial services companies, including banks, thrifts, credit unions, insurance companies, mortgage companies and others. We offer a broad array of services, high quality and prompt service, hands-on involvement by our senior staff, careful structuring of strategic initiatives and sophisticated valuation and other analyses consistent with industry practices and regulatory requirements. Our staff has extensive consulting, valuation, financial advisory and industry backgrounds.
STRATEGIC PLANNING SERVICES
RP Financial’s strategic planning services, for established or de novo banking companies, provide effective feasible plans with quantifiable results to enhance shareholder value, achieve regulatory approval or realize other objectives. We conduct situation analyses; establish mission/vision statements, develope strategic goals and objectives; and identify strategies to enhance value, address capital, increase earnings, manage risk and tackle operational or organizational matters. Our proprietary financial simulation models facilitate the evaluation of the feasibility, impact and merit of alternative financial strategies.
MERGER ADVISORY SERVICES
RP Financial’s merger advisory services include targeting buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring deal terms, preparing merger business plans and financial simulations, rendering fairness opinions, preparing fair valuation analyses and supporting post-merger strategies. RP Financial is also expert in de novo charters, shelf charters and failed bank deals with loss sharing or other assistance. Through financial simulations, valuation proficiency and regulatory familiarity, RP Financial’s merger advisory services center on enhancing shareholder returns.
VALUATION SERVICES
RP Financial’s extensive valuation practice includes mergers, thrift stock conversions, insurance company demutualizations, merger valuation and goodwill impairment, ESOPs, going private, secondary offerings and other purposes. We are highly experienced in performing appraisals conforming with regulatory guidelines and appraisal standards. RP Financial is the nation’s leading valuation firm for thrift stock conversions, with offerings ranging up to $4 billion.
MANAGEMENT STUDIES
RP Financial provides effective organizational planning, and we are often engaged to prepare independent management studies required for regulatory enforcement actions. We evaluate Board, management and staffing needs, assess existing talent and capabilities and make strategic recommendations for new positions, replacement, succession and other organizational matters.
ENTERPRISE RISK ASSESSMENT SERVICES
RP Financial provides effective enterprise risk assessment consulting services to assist our clients in evaluating the degree to which they have properly identified, understood, measured, monitored and controlled enterprise risk as part of a deliberate risk/reward strategy and to help them implement strategies to mitigate risk, enhance performance, ensure effective reporting and compliance with laws and regulations and avoid potential future damage to their reputation and associated consequences and to mitigate residual risk and unanticipated losses.
OTHER CONSULTING SERVICES
RP Financial provides other consulting services including evaluating regulatory changes, development diversification and branching strategies, conducting feasibility studies and other research, and preparing management studies in response to regulatory enforcement actions. We assist clients with CRA plans and revising policies and procedures. Our other consulting services are aided by proprietary valuation and financial simulation models.
KEY PERSONNEL (Years of Relevant Experience & Contact Information)
Ronald S. Riggins, Managing Director (36)	(703) 647-6543	rriggins@rpfinancial.com
William E. Pommerening, Managing Director (33)	(703) 647-6546	wpommerening@rpfinancial.com
Marcus Faust, Director (29)	(703) 647-6553	mfaust@rpfinancial.com
Gregory E. Dunn, Director (34)	(703) 647-6548	gdunn@rpfinancial.com
James P. Hennessey, Director (31)	(703) 647-6544	jhennessey@rpfinancial.com
James J. Oren, Director (30)	(703) 647-6549	joren@rpfinancial.com
Carla H. Pollard, Senior Vice President (28)	(703) 647-6556	cpollard@rpfinancial.com

RP Financial, LC.	Phone: (703) 528-1700
1100 North Glebe Road, Suite 600	Fax: (703) 528-1788
Arlington, VA 22201	www.rpfinancial.com

EX-99.4

Exhibit 99.4

PCSB Bank

Dear Depositor:

We are pleased to announce that the Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization. Converting to stock form will provide us with access to additional capital, which will enable us to better serve our existing customers and support our future growth and expansion. To continue our long-standing commitment to our local communities, we intend to contribute cash and shares to the newly established PCSB Community Foundation, which will be dedicated to supporting charitable causes within the communities in which PCSB Bank operates.

The Proxy Card

To complete the conversion, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed materials and then casting your vote “FOR” the plan of conversion and “FOR” the establishment and funding of the charitable foundation. You may vote by mail by returning your proxy card in the enclosed postage-paid envelope marked “PROXY RETURN.” You can also vote by telephone or Internet, as instructed on the proxy card. If you have more than one account, you may receive more than one proxy card. Please support us by voting all proxy cards received. There are no duplicates.

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

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

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

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

The Stock Order Form

As a qualifying depositor, you also have nontransferable rights to subscribe for shares of PCSB Financial Corporation common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering in more detail. Please read the prospectus carefully before making an investment decision.

If you wish to subscribe for shares of common stock, please complete the enclosed stock order form and return it to PCSB Financial Corporation, together with payment for the shares, using the enclosed postage-paid envelope marked “STOCK ORDER RETURN” or by overnight delivery service to our Stock Information Center located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595. You may also hand deliver stock order forms at this location. We will not accept stock order forms at our other offices. Your order must be physically received (not postmarked) by PCSB Financial Corporation no later than     :00 p.m., Eastern Time, on              day,                      , 2017.

If you have any questions after reading the enclosed material, please call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Bank

Dear Depositor:

We are pleased to announce that the Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization. Converting to stock form will provide us with access to additional capital, which will enable us to better serve our existing customers and support our future growth and expansion. To continue our long-standing commitment to our local communities, we intend to contribute cash and shares to the newly established PCSB Community Foundation, which will be dedicated to supporting charitable causes within the communities in which PCSB Bank operates.

To complete the conversion, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed materials and then casting your vote “FOR” the plan of conversion and “FOR” the establishment and funding of the charitable foundation. You may vote by mail by returning your proxy card in the enclosed postage-paid envelope marked “PROXY RETURN.” You can also vote by telephone or Internet, as instructed on the proxy card. If you have more than one account, you may receive more than one proxy card. Please support us by voting all proxy cards received. There are no duplicates.

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

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

• deposit accounts will continue to be federally insured to the maximum extent permitted by law.

We regret that we are unable to offer you common stock in the subscription offering because the laws of your jurisdiction require us to register (1) the to-be-issued common stock of PCSB Financial Corporation and (2) as an agent of PCSB Financial Corporation to solicit the sale of such stock, and the number of eligible subscribers in your jurisdiction does not justify the expense of such registration.

If you have any questions after reading the enclosed material, please call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Bank

Dear Friend of PCSB Bank:

We are pleased to announce that the Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization. Converting to stock form will provide us with access to additional capital, which will enable us to better serve our existing customers and support our future growth and expansion. To continue our long-standing commitment to our local communities, we intend to contribute cash and stock to the newly established PCSB Community Foundation, which will be dedicated to supporting charitable causes within the communities in which PCSB Bank operates.

As a former depositor of PCSB Bank, you have nontransferable rights to subscribe for shares of PCSB Financial Corporation common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering in more detail. Please read the prospectus carefully before making an investment decision.

If you wish to subscribe for shares of common stock, please complete the enclosed stock order form and return it to PCSB Financial Corporation, together with payment for the shares, using the enclosed postage-paid envelope marked “STOCK ORDER RETURN” or by overnight delivery service to our Stock Information Center located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595. You may also hand deliver stock order forms at this location. We will not accept stock order forms at our other offices. Your order must be physically received (not postmarked) by PCSB Financial Corporation no later than     :00 p.m., Eastern Time, on              day,                      , 2017.

If you have any questions after reading the enclosed material, please call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Financial Corporation

Dear Potential Investor:

We are pleased to provide you with the enclosed material regarding the stock offering by PCSB Financial Corporation, the proposed new holding company for PCSB Bank.

This information packet includes the following:

PROSPECTUS: This document provides detailed information about our proposed conversion from the mutual to the stock form of organization and the related stock offering by PCSB Financial Corporation. Please read it carefully before making an investment decision.

STOCK ORDER FORM: Use this form to subscribe for shares of common stock. Please complete the form and return it to PCSB Financial Corporation, together with payment for the shares, using the enclosed postage-paid envelope marked “STOCK ORDER RETURN” or by overnight delivery service to our Stock Information Center located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595. You may also hand deliver stock order forms at this location. We will not accept stock order forms at our other offices. Your order must be physically received (not postmarked) by PCSB Financial Corporation no later than     :00 p.m., Eastern Time, on              day,                      , 2017.

We are pleased to offer you this opportunity to become one of our stockholders. If you have any questions after reading the enclosed material, please call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Sandler O’Neill + Partners, L.P.

Dear Prospective Investor:

At the request of PCSB Financial Corporation (the “Company”), we have enclosed materials regarding the Company’s offering of common stock in connection with the conversion of PCSB Bank from the mutual to the stock form of organization. Materials include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of the Company.

Please read the prospectus carefully before making an investment decision. If you have any questions after reading the enclosed material, please call the Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time, and ask for a Sandler O’Neill representative. If you decide to subscribe for shares, your order, together with payment for the shares, must be physically received (not postmarked) by PCSB Financial Corporation no later than     :00 p.m., Eastern Time, on              day,                      , 2017.

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

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Bank

Questions & Answers About Voting

The Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization. The Plan must also be approved by PCSB Bank’s depositors at a special meeting of depositors. To continue our long-standing commitment to our local communities, we intend to contribute cash and shares to the newly established PCSB Community Foundation, which will be dedicated to supporting charitable causes within the communities in which PCSB Bank operates. Your Board of Trustees unanimously recommends that you to vote “FOR” the Plan and “FOR” the establishment and funding of the charitable foundation.

Your vote is very important. If you have more than one deposit account, you may receive more than one proxy card. Please vote all proxy cards received. There are no duplicates.

Q. Why is PCSB Bank converting to the stock form of organization?

A. The conversion to stock form will enable us to raise additional capital through the sale of common stock by PCSB Financial Corporation. This additional capital will give us the financial strength to better serve our existing customers, support our future growth and expansion, retain and attract qualified personnel and provide our customers with the opportunity to acquire an ownership interest in PCSB Bank.

Q. What changes will occur as a result of the conversion? Will there be changes at my local branch?

A. No changes are planned in the way we operate our business. The conversion will have no effect on the staffing, products or services we offer to our customers through our offices, except to enable us to potentially add additional products and services in the future.

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

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

Q. Who is eligible to vote on the Plan?

A. Depositors of PCSB Bank as of the close of business on                      , 2017, are eligible to vote at the special meeting of depositors.

Q. What vote is required to approve the Plan and the establishment and funding of the charitable foundation?

A. The Plan and the establishment and funding of the charitable foundation must be approved by the affirmative vote of (i) 75% of the total votes cast, in person or by proxy, and (ii) a majority of the total votes eligible to be cast by the depositors of PCSB Bank are required to approve the plan of conversion.

Q. Why did I receive several proxies?

A. If you have more than one deposit account, you may have received more than one proxy card, depending upon the ownership structure of your accounts. Please vote all proxy cards that you received. There are no duplicates.

Q. Am I obligated to purchase PCSB Financial Corporation common stock if I vote “FOR” the conversion?

A. No. Voting for the Plan does not obligate you to buy any shares of common stock of PCSB Financial Corporation.

Q. How do I vote my proxy?

A. You can vote by mailing your signed proxy card(s) in the postage-paid envelope marked “PROXY RETURN” or by telephone or Internet as instructed on the proxy card.

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

A. No. Only one signature is required on a proxy card for a joint account.

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

A. The trustee or custodian must sign proxies for such accounts, not the beneficiary. Please indicate your title on the proxy card.

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

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

About The Charitable Foundation

Q. What is the PCSB Community Foundation and why is it being established?

A. To continue our commitment to our local community, as part of the conversion we intend to make a $5 million contribution of cash and shares of our common stock to the newly established foundation, the PCSB Community Foundation. The foundation will be dedicated to supporting charitable causes within the communities in which we operate.

Q. Will the PCSB Community Foundation be established and funded if the conversion is not approved and completed?

A. No. The charitable foundation will be established only if both the Plan and the foundation are approved. However, if the foundation is not approved and we receive all other necessary conversion approvals, we may complete the conversion without the foundation.

Additional Information

Q. What if I have additional questions?

A. PCSB Bank’s proxy statement and PCSB Financial Corporation’s prospectus that accompany this brochure describe the conversion in detail. Please read the proxy statement and prospectus carefully before voting or subscribing for stock. If you have any questions after reading the enclosed material, you may call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Financial Corporation

Questions & Answers About the Stock Offering

The Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization. To continue our long-standing commitment to our local communities, we intend to contribute cash and shares to the newly established PCSB Community Foundation, which will be dedicated to supporting charitable causes within the communities in which PCSB Bank operates. In connection with the conversion, PCSB Financial Corporation, the proposed new holding company for PCSB Bank, is offering shares of common stock for sale at $10.00 per share in a subscription offering and, subject to the priority rights of subscribers in the subscription offering, in a community offering.

Investing in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus before making an investment decision.

Q. Who can purchase stock in the subscription offering?

A. Only qualifying depositors of PCSB Bank and PCSB Bank’s tax-qualified employee stock benefit plans may purchase shares of stock in the subscription offering. The common stock is being offered in the subscription offering in the following order of priority:

1) Eligible Account Holders: Depositors with aggregate balances of $100 or more at the close of business on September 30, 2015.

2) Tax-Qualified Plans: PCSB Bank’s tax-qualified employee benefit plans.

3) Supplemental Eligible Account Holders: Depositors with aggregate balances of $100 or more at the close of business on                          , 201     and who are not otherwise eligible in category (1) above.

Q. I am not eligible to purchase stock in the subscription offering. May I still place an order to purchase shares?

A. Subject to the priority rights of qualifying depositors and the Bank’s stock benefit plans in the subscription offering, common stock may be offered to the general public in a community offering. Natural persons (including trusts of natural persons) residing in Dutchess, Putnam, Rockland and Westchester Counties in New York will be given preference in the community offering. The community offering may begin concurrently with, or any time after, the commencement of the subscription offering.

Q. Am I guaranteed to receive shares if I place an order?

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

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

A. PCSB Financial Corporation is offering a maximum of 18,400,000 shares of common stock at a price of $10 per share. Under certain circumstances, PCSB Financial Corporation may increase the maximum and sell up to 21,160,000 shares.

Q. How much stock can I purchase?

A. The minimum purchase is 25 shares ($250). As more fully described in the plan of conversion and in the prospectus, the maximum purchase by any person in the subscription or community offering is 20,000 shares ($200,000). In addition, no person, together with an associate or group of persons acting in concert, may purchase more than 30,000 shares ($300,000) of common stock in the offering.

Q. How do I order stock?

A. If you decide to subscribe for shares, you must return your properly completed and signed stock order form, along with full payment for the shares, to PCSB Financial Corporation by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN” or by overnight delivery service to our Stock Information Center located at 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595. You may also hand deliver stock order forms at this location. We will not accept stock order forms at our other offices.

Q. When is the deadline to subscribe for stock?

A. A properly completed stock order form with the required full payment must be physically received (not postmarked) by PCSB Financial Corporation no later than     :00 p.m., Eastern Time, on              day,                      , 2017.

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

A. You can pay for the common stock by check, money order, or withdrawal from your deposit account or certificate of deposit at PCSB Bank. Checks and money orders must be made payable to PCSB Financial Corporation. Withdrawals from a certificate of deposit at PCSB Bank to buy shares of common stock may be made without penalty.

Q. Can I use my PCSB Bank home equity line of credit to pay for shares of common stock?

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

Q. Can I subscribe for shares using funds in my IRA at PCSB Bank?

A. No. Federal regulations do not permit the purchase of common stock in your existing IRA or other qualified plan at PCSB Bank. To use these funds to subscribe for common stock, you need to establish a “self-directed” IRA or other trust account with an unaffiliated trustee. The transfer of these funds takes time, so please make arrangements as soon as possible. However, if you intend to subscribe for common stock using your eligibility as an IRA account holder but plan to use funds from sources other than your IRA account, you need not close and transfer your IRA account. Please call our Stock Information Center if you require additional information.

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

A. No. Applicable regulations prohibit the transfer of subscription rights. Therefore, to maintain your priority in the subscription offering, you may not add or delete names to the stock registration – the stock must generally be titled in the same manner as your eligible account.

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

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

Q. I have custodial accounts at PCSB Bank with my minor children. May I use these accounts to purchase stock in the subscription offering?

A. Yes. However, the stock must be registered in the custodian’s name for the benefit of the minor child under the Uniform Transfers to Minors Act. A custodial account does not entitle the custodian to purchase stock in his or her own name. If the child has reached the age of majority, the child must subscribe for the shares in his or her own name.

Q. I have a business or trust account at PCSB Bank. May I use these accounts to purchase stock in the subscription offering?

A. Yes. However, the stock must be purchased in the name of the business or trust. A business or trust account does not entitle the owner of or signatory for the business or the trustee to purchase stock in his or her own name.

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

A. Yes. Any payment made by check or money order will earn interest at 0.10% from the date the order is processed to the completion or termination of the conversion. Depositors who pay for their stock by withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

Q. Will dividends be paid on the stock?

A. 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. We currently intend to pay quarterly cash dividends but have not determined the amount or when payment would start.

Q. Will my stock be covered by deposit insurance?

A. No.

Q. Where will the stock be traded?

A. Upon completion of the stock offering, our shares of common stock are expected to trade on the Nasdaq Capital Market under the symbol “PCSB.”

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

A. No. After receipt, your order may not be modified or withdrawn except as specified in the prospectus.

Q. If I purchase shares of common stock during the offering, when will I receive my stock?

A. Physical stock certificates will not be issued. Our transfer agent will send you a stock ownership statement, via the Direct Registration System (DRS), by first class mail as soon as practicable after the completion of the conversion and offering. Although the shares of PCSB Financial Corporation common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement prior to selling your shares. Your ability to sell the shares of common stock prior to your receipt of the statement will depend on arrangements you may make with your brokerage firm.

Q. What is direct registration and DRS?

A. Direct registration is the ownership of stock registered in your own name on the books of PCSB Financial Corporation, without taking possession of a printed stock certificate. Instead, your ownership is recorded and tracked as an accounting entry (“book entry”) on the books of PCSB Financial Corporation. DRS (direct registration system) is a system that electronically moves investors’ positions between brokers and transfer agents for issuers that offer direct registration.

Additional Information

Q. What if I have additional questions?

A. PCSB Financial Corporation’s prospectus that accompanies this brochure describes the conversion and offering in detail. Please read the prospectus carefully before making an investment decision. If you have any questions after reading the enclosed material, you may call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the expiration of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver a prospectus any later than two days prior to that date.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

IMPORTANT REMINDER Please Support Us

PCSB Bank

(LOGO)

Dear Depositor:

As a follow-up to our recent mailing, WE URGE YOU TO VOTE ALL OF YOUR PROXY CARDS on the proposed plan of conversion and the establishment and funding of the PCSB Community Foundation. We value your relationship with PCSB Bank and ask for your support by voting the enclosed proxy card today. You can also vote by telephone or Internet, as instructed on the proxy card.

Your Board of Trustees urges you to vote “FOR” the Plan of Conversion and “FOR” the establishment and

funding of the Charitable Foundation.

If you are unsure whether you voted, please vote the enclosed proxy card. If you have already voted all of your proxy card(s), I would like to extend my appreciation for your vote. Let me assure you that:

• The conversion will not affect the terms of your deposit accounts or loans.

• Deposit accounts will continue to be federally insured to the legal maximum.

• Voting does not obligate you to buy stock.

Thank you for choosing PCSB Bank, and we appreciate your vote. If you have any questions, please call our Stock Information Center at (            )             -            .

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

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

Please support us by voting all proxy cards received.

SECOND REQUEST Please Support Us

PCSB Bank

(LOGO)

Dear Depositor:

As a follow-up to our recent proxy mailing, OUR RECORDS SHOW THAT YOU HAVE NOT VOTED ALL OF YOUR PROXY CARDS on the proposed plan of conversion and the establishment and funding of the PCSB Community Foundation. We value your relationship with PCSB Bank and ask for your support by voting the enclosed proxy card today. You can also vote by telephone or Internet, as instructed on the proxy card.

Your Board of Trustees urges you to vote “FOR” the Plan of Conversion and “FOR” the establishment and

funding of the Charitable Foundation.

If you are unsure whether you voted, please vote the enclosed proxy card. If you have already voted all of your proxy card(s), I would like to extend my appreciation for your vote. Let me assure you that:

• The conversion will not affect the terms of your deposit accounts or loans.

• Deposit accounts will continue to be federally insured to the legal maximum.

• Voting does not obligate you to buy stock.

Thank you for choosing PCSB Bank, and we appreciate your vote. If you have any questions, please call our Stock Information Center at (            )             -            .

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

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

Please support us by voting all proxy cards received.

PCSB BANK ☑ Please vote by marking one of the boxes as shown.	REVOCABLE PROXY CONTROL NUMBER
1.     Approval of the plan of conversion of PCSB Bank.     FOR ☐         AGAINST ☐
2.     Approval of the establishment and funding of the PCSB Community Foundation.     FOR ☐         AGAINST ☐	The undersigned acknowledges receipt, before the execution of this proxy, of the Notice of Special Meeting of Depositors, PCSB Bank’s proxy statement for the Special Meeting of Depositors, and PCSB Financial Corporation’s prospectus.
	è
	Signature                                                                          Date
	NOTE: Only one signature is required in the case of a joint deposit account.
IMPORTANT: PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED PROXY RETURN ENVELOPE. PLEASE SIGN AND RETURN ALL CARDS THAT YOU RECEIVE. NONE ARE DUPLICATES.

é

DETACH HERE

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PLAN OF CONVERSION AND “FOR” THE APPROVAL OF THE CHARITABLE FOUNDATION.

VOTE BY 1 OF 3 WAYS

VOTE BY MAIL	VOTE BY TELEPHONE	VOTE BY INTERNET
☑ VOTE, SIGN, DATE & MAIL YOUR PROXY CARD(S) PROXY RETURN ENVELOPE	WITH THE UNIQUE CONTROL NUMBER INDICATED ABOVE FOR EACH PROXY CARD YOU RECEIVE CALL 800 XXX XXXX	WITH THE UNIQUE CONTROL NUMBER INDICATED ABOVE FOR EACH PROXY CARD YOU RECEIVE: VISIT https://www.xxxx
YOU MAY RETURN ALL PROXY CARDS RECEIVED IN ONE ENVELOPE	IF YOU VOTE BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO VOTE YOUR PROXY BY MAIL

VOTING DOES NOT OBLIGATE YOU TO BUY STOCK AND DOES NOT AFFECT

THE TERMS OF OR INSURANCE ON YOUR DEPOSIT ACCOUNTS.

IF YOU HAVE MORE THAN ONE DEPOSIT ACCOUNT, YOU MAY RECEIVE MORE THAN ONE PROXY CARD

DEPENDING ON THE OWNERSHIP STRUCTURE OF YOUR ACCOUNTS.

PLEASE SUPPORT US BY VOTING ALL PROXY CARDS RECEIVED.

PCSB BANK

REVOCABLE PROXY

SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF PCSB BANK FOR A SPECIAL MEETING OF DEPOSITORS TO BE HELD ON ___________, _______________, 2017 The undersigned hereby appoints the full Board of Trustees of PCSB Bank, with full powers of substitution, to act as attorneys and proxies for the undersigned to cast such votes as the undersigned may be entitled to cast at the Special Meeting of Depositors (the “Special Meeting”) to be held at _________, _________________, New York, at ___:___ __.m., local time, on _________, 2017, and at any and all adjournments thereof, as follows: 1.      The approval of a plan of conversion pursuant to which PCSB Bank will convert from a New York-chartered mutual savings bank to a New York-chartered stock savings bank. As part of the conversion, a new Maryland corporation named PCSB Financial Corporation will become the holding company for PCSB Bank and will offer shares of common stock for sale in a public stock offering. 2.      The approval of the establishment and funding of a charitable foundation, to be named “PCSB Bank Charitable Foundation, Inc.,” in connection with the conversion of PCSB Bank that will be dedicated to supporting charitable organizations operating in PCSB Bank’s local communities. Such other business as may properly come before the Special Meeting, or at any adjournment thereof. Note: The Board of Trustees is not aware of any such other business. Votes will be cast in accordance with this proxy. Should the undersigned be present and elect to vote at the Special Meeting or at any adjournment thereof and after notification to the Corporate Secretary of the Bank at said Special Meeting of the undersigned’s decision to terminate this proxy, then the power of said attorney-in-fact or agents shall be deemed terminated and of no further force and effect. THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED “FOR” THE PROPOSAL STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF TRUSTEES IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF TRUSTEES KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. VOTING DOES NOT OBLIGATE YOU TO PURCHASE SHARES OF COMMON STOCK OF PCSB FINANCIAL CORPORATION IN THE STOCK OFFERING. THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PLAN OF CONVERSION AND “FOR” THE APPROVAL OF THE CHARITABLE FOUNDATION. (Continued on reverse side)

é

DETACH HERE

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PLAN OF CONVERSION AND “FOR” THE APPROVAL OF THE CHARITABLE FOUNDATION.

VOTING DOES NOT OBLIGATE YOU TO BUY STOCK AND DOES NOT AFFECT

THE TERMS OF OR INSURANCE ON YOUR DEPOSIT ACCOUNTS.

IF YOU HAVE MORE THAN ONE DEPOSIT ACCOUNT, YOU MAY RECEIVE MORE THAN ONE PROXY CARD

DEPENDING ON THE OWNERSHIP STRUCTURE OF YOUR ACCOUNTS.

PLEASE SUPPORT US BY VOTING ALL PROXY CARDS RECEIVED.

PCSB BANK

(LOGO)

Vote Your Proxy Card Today

If you have more than one deposit account, you may have received more than one proxy card depending upon the ownership structure of your accounts.

Please vote all proxy cards that you received. None are duplicates.

PCSB Financial Corporation

                     , 2017

Dear Subscriber:

We hereby acknowledge receipt of your order and payment at $10.00 per share, listed below, of shares of PCSB Financial Corporation common stock. If you are issued shares, the shares will be registered as indicated above.

At this time, we cannot confirm the number of shares of PCSB Financial Corporation common stock, if any, that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of conversion.

Once the offering has been completed, you will receive by mail from our transfer agent,                         , a statement indicating your ownership of PCSB Financial Corporation common stock.

If you have any questions, please call our Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time.

PCSB Financial Corporation

Stock Information Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency

.

PCSB Financial Corporation

                     , 2017

Dear Stockholder:

Thank you for your interest in PCSB Financial Corporation. Our offering has been completed and we are pleased to confirm your subscription for shares at a price of $10.00 per share. If your subscription was paid for by check, bank draft or money order, interest and any refund due to you will be mailed promptly.

The closing of the transaction occurred on                      , 2017; this is your stock purchase date. Trading is expected to commence on the Nasdaq Capital Market under the symbol “PCSB” on                      , 2017.

A statement indicating the number of shares of PCSB Financial Corporation you have purchased will be mailed to you shortly. This statement will be your evidence of ownership of PCSB Financial Corporation stock. All shares of PCSB Financial Corporation common stock will be in book entry form and paper stock certificates will not be issued.

PCSB Financial Corporation

Stock Information Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

PCSB Financial Corporation

                     , 2017

Dear Interested Investor:

We recently completed our subscription offering. Unfortunately, due to the demand for shares from persons with priority rights, stock was not available for our [Supplemental Eligible Account Holders or community friends]. If your subscription was paid for by check, bank draft or money order, a refund of the balance due to you with interest will be mailed promptly.

We appreciate your interest in PCSB Financial Corporation and hope you become an owner of our stock in the future. Our stock has commenced trading on the Nasdaq Capital Market under the symbol “PCSB.”

PCSB Financial Corporation

Stock Information Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

PCSB Financial Corporation

                     , 2017

Welcome Stockholder:

Thank you for your interest in PCSB Financial Corporation (the “Company”). Our offering has been completed and we are pleased to enclose a statement from our transfer agent reflecting the number of shares of the Company’s common stock purchased by you in the offering at a price of $10.00 per share. The transaction closed on                      , 2017; this is your stock purchase date. If your subscription was paid for by check, bank draft or money order, interest and, if your subscription was not filled in full, any refund due will be mailed promptly.

The enclosed statement will be your evidence of ownership of PCSB Financial Corporation. All stock sold in the subscription and community offerings has been issued in book entry form through the direct registration system (“DRS”). No physical stock certificates will be issued. Please examine this statement carefully to be certain that it properly reflects the number of shares you purchased and the names in which the ownership of the shares are to be shown on the books of the Company. A short question and answer sheet regarding your DRS statement is enclosed for your information.

If you have any questions about your statement, please contact our transfer agent (by mail, telephone, or via the internet) as follows:

Attention: Investor Relations Department

Street

City, State Zip Code

1 (xxx) xxx-xxxx

www.xxxxxx

Trading is expected to commence on the Nasdaq Capital Market under the symbol “PCSB” on                      , 2017. Please contact a stockbroker if you choose to purchase or sell your stock in the future.

On behalf of the Board of Directors, Officers and employees of PCSB Financial Corporation, I thank you for supporting our offering and welcome you as a stockholder.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

PCSB Financial Corporation

                     , 2017

Dear Interested Subscriber:

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

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

PCSB Financial Corporation

Stock Information Center

The shares of common stock are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Sandler O’Neill + Partners, L.P.

                     , 2017

Dear Community Member:

We are enclosing material in connection with the stock offering by PCSB Financial Corporation, the proposed holding company for PCSB Bank.

Sandler O’Neill & Partners, L.P. is acting as marketing agent in connection with the subscription and community offerings, which will conclude at     :00 p.m., Eastern Time, on                      , 2017.

Members of the general public are eligible to participate. If you have any questions about the offering, please do not hesitate to call the Stock Information Center at (            )             -            , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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

PCSB Financial Corporation

DIRECT REGISTRATION: Holding Your Shares in Book Entry

PCSB Financial Corporation (the “Company”) has elected to require stockholders of PCSB Financial Corporation to use the Direct Registration System (“DRS”) as a means of recording and maintaining the registered shares of PCSB Financial Corporation they will receive as a result of the Company’s stock offering. This flyer outlines what DRS is and what it means to you as a registered stockholder.

What is DRS?

DRS is the system that electronically moves investors’ positions between brokers and transfer agents for issuers that offer direct registration. Direct registration is the ownership of stock registered in your own name on the books of the Company, without taking possession of a printed stock certificate. Instead, your ownership is recorded and tracked as an accounting entry on the books of the Company.

Why is the Company offering DRS?

DRS gives our stockholders several advantages:

• It eliminates the risk of loss or theft of your stock certificate and the potential cost and inconvenience of having to obtain a surety bond to replace a lost certificate; and

• It eliminates the need for you to store your certificates and retrieve them should you wish to transfer or sell your shares.

How will I know how many shares I own?

The Company’s transfer agent,                     , will periodically send you an account statement showing you how many shares are held by you in book-entry.

What happens if I lose a DRS account statement?

If you need a duplicate statement of ownership, contact                      and they will mail you a new one.

How can I transfer shares to my broker?

To transfer your shares to your brokerage account, provide your broker with:

• The most recent copy of your transfer agent account statement;

• The Social Security number on your account;

• Your transfer agent account number (which is on the statement);

•                     s’ DTC number, which is             ; and

• The number of whole shares held in book-entry that you wish to transfer to your brokerage account.

Your broker will request that your shares be delivered to your brokerage account through the Depository Trust Company’s Profile System.

If I have more questions, how can I get answers?

You can go on-line to the                     ’s website, www.            , or call their Investor Relations Department at (            )             -             to speak to a representative.

PCSB Financial Corporation

                     , 2017

Dear                     :

The Board of Trustees of PCSB Bank has approved a plan of conversion under which PCSB Bank will convert from the mutual to the stock form of organization.

To learn more about the stock offering, you are cordially invited to join members of our senior management team at [an informational meeting] [a reception] to be held at                      on                      at __:00 _._, Eastern Time. A member of our staff will be calling to confirm your interest in attending the meeting.

If you would like additional information regarding the meeting, our conversion or our stock offering, please call our Stock Information Center at (            )             -            , Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

Sincerely,

Joseph D. Roberto

Chairman, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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

PCSB Bank

(logo)

An Invitation

To Attend a Community Meeting

PCSB Financial Corporation, the proposed holding company for PCSB Bank, is offering shares of its common stock for sale in connection with the conversion of PCSB Bank from the mutual to the stock form of organization.

Shares of PCSB Financial Corporation common stock are being offered for sale at a price of $10.00 per share.

If you would like to learn more about our stock offering, or would like to attend a community meeting, we invite you to obtain a prospectus and offering material by calling our Stock Information Center at (            )             -            , Monday through Friday between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PCSB Bank

(logo)

PCSB Financial Corporation

Commences Stock Offering

PCSB Financial Corporation, the proposed holding company for PCSB Bank, is offering shares of its common stock for sale in connection with the conversion of PCSB Bank from the mutual to the stock form of organization.

Shares of PCSB Financial Corporation common stock are being offered for sale at a price of $10.00 per share. As a member of the community served by PCSB Bank, you may have the opportunity to purchase shares in the offering.

If you would like to learn more about our stock offering, we invite you to obtain a prospectus and offering material by calling our Stock Information Center at (            )             -            , Monday through Friday between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

EX-99.5

Exhibit 99.5

logo] PCSB Financial Corporation
Subscription & Community Offering Stock Order Form
PCSB Financial Corporation
Stock Information Center
2651 Strang Blvd., Suite 100
Yorktown Heights, NY 10595
(___) ___-____
Expiration Date (deadline)
for Stock Order Forms:
___day, _____ __, 2017
_:00 p.m., Eastern Time
(received not postmarked)
IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form.
(1) Number of Shares
Subscription
Price
X10.00 =
(2) Total Payment Due
Minimum
25 shares
($250)
Maximum
20,000 shares
($200,000)
Maximum for associates or group
30,000 shares
($300,000) See instructions
$
(3) Employee/Officer/Trustee/Director Information
☐ Check here if you are an employee, officer, trustee or director of PCSB Bank or PCSB Financial Corporation, or a depositor of such person’s immediate family living in the same household.
(4) Payment by Check
Enclosed is a check, bank draft or money order in the amount indicated here.
Make check(s) payable to
PCSB Financial Corporation
Total Check
Amount
$
(5) Payment by Withdrawal—The undersigned authorizes withdrawal from the following account(s) at PCSB Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts maintained at PCSB Bank cannot be used unless special transfer arrangements are made.
Bank Use
Account # To Withdraw
Withdrawal
Amount
$
Bank Use
Account # To Withdraw
Withdrawal
Amount
$
(6) Purchaser Information
Subscription Offering—Check the box that applies as of the earliest date
and list the account information below.
☐ a. Check here if the purchaser listed in item 8 had a PCSB Bank
deposit account(s) totaling $100 or more at the close of business on September 30, 2015 (Eligible Account Holder).
☐ b. Check here if the purchaser listed in item 8 had a PCSB Bank
deposit account(s) totaling $100 or more on             , 201_
(Supplemental Eligible Account Holder) but is not an Eligible
Account Holder.
Community Offering—Check one of the boxes below if (a), (b) or (c) does not apply.
☐ c. Local community: Check here if the purchaser listed in item 8 is submitting an
order in the community offering and RESIDES in one of the following Counties
in New York: Dutchess, Putnam, Rockland and Westchester (preferred counties).
Indicate County of residence here:
☐ d. Non-local community: Check here if the purchaser listed in item 8 is submitting an order in the community offering and DOES NOT RESIDE in one of the preferred counties.
Account Information: List below all accounts in which you had an ownership interest as of the applicable Subscription Offering eligibility date(s) as indicated in a or b above.
Qualifying
Account #
Names(s) on Account
Qualifying
Account #
Names(s) on Account
Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights. Use reverse side for additional space.
(7) Form of Stock Ownership and SS# or Tax ID#:
SS#/Tax ID#
☐ Individual
☐ Joint Tenants
☐ Tenants in Common
☐ Fiduciary (i.e., trust, estate)
☐ Uniform Transfers to Minors Act
(Indicate SS# of Minor only)
☐ Company/Corporation/
Partnership
☐ IRA or other qualified plan
(Both Tax ID# & SS# for IRAs)
SS#/Tax ID#
(8) Stock Registration and Address:
Name(s) and address to appear on stock registration statement. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights (with certain exceptions for IRA, Keogh, 401(k) or similar plan purchases).
Name
Name
continued
Mail to–
Street
City
State
Zip Code
(9) Telephone
Daytime/Evening
( )
( )
(10) Associates/Acting in Concert
☒ Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares.
(11) Acknowledgement—To be effective, this stock order form must be properly completed and physically received (not postmarked) by PCSB Financial Corporation no later than __:00 p.m., Eastern Time, on             day,             , 2017, unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by PCSB Financial Corporation, this stock order form may not be modified, withdrawn or canceled without PCSB Financial Corporation’s consent and if authorization to withdraw from deposit accounts at PCSB Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the plan of conversion of PCSB Bank described in the accompanying prospectus.
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. PCSB Bank and PCSB Financial Corporation will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares. By signing below, I also acknowledge that I have read the Certification Form on the reverse side of this form.
Bank Use
Signature Date
Signature Date

Item (6) Purchaser Information continued from reverse side:
Bank Use	Account Number(s) continued	Names(s) on Account continued

Item (10) Associates/Acting In Concert continued: If you checked the box in item #10 on the reverse side of this form, list below all other orders submitted by you or your associates (as defined below) or by persons acting in concert with you (also defined below).
Name(s) listed on other stock order forms	Number of shares ordered	Name(s) listed on other stock order forms	Number of shares ordered
Associate - The term “associate” of a particular person means: (1) a corporation or organization, other than PCSB Financial Corporation or PCSB Bank, of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization; (2) a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary; and (3) 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 trustee, director or officer of PCSB Bank, PCSB Financial Corporation or any of their parents or subsidiaries. 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 understanding; 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. In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships, common address on our records, and the fact that such persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.
CERTIFICATION FORM I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY PCSB FINANCIAL CORPORATION, PCSB BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS. I further certify that, before purchasing the common stock of PCSB Financial Corporation (the “Company”), I received a prospectus of the Company dated _____, 2017 relating to such offer of common stock. The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section the risks involved in the investment in this common stock, including but not limited to the following: Risks Related to Our Business [insert final text] Risks Related to the Offering (By Signing the Front of this Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws, Including the Securities Act of 1933 and the Securities Exchange Act of 1934)

    PCSB Financial Corporation

Stock Ownership Guide

Individual

Include the first name, middle initial and last name of the stockholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as “Mrs.”, “Mr.”, “Dr.”, “special account”, “single person”, etc.

Joint Tenants

Joint tenants with right of survivorship may be specified to identify two or more owners. When stock is held by joint tenants with right of survivorship, ownership is intended to pass automatically to the surviving joint tenant(s) upon the death of any joint tenant. All parties must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common

Tenants in common may also be specified to identify two or more owners. When stock is 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.

Uniform Transfers to Minors Act (“UTMA”)

Stock may be held in the name of a custodian for a minor under the Uniform Transfers to Minors Act of each state. There may be only one custodian and one minor designated on a stock certificate. The standard abbreviation for Custodian is “CUST”, while the Uniform Transfers to Minors Act is “UTMA”. Standard U.S. Postal Service state abbreviations should be used to describe the appropriate state. For example, stock held by John Doe as custodian for Susan Doe under the NY Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA NY (use minor’s social security number).

Fiduciaries

Information provided with respect to stock to be held in a fiduciary capacity must contain the following:

•    The name(s) of the fiduciary. If an individual, list the first name, middle initial and last name. If a corporation, list the full corporate title (name). If an individual and a corporation, list the corporation’s title before the individual.

•    The fiduciary capacity, such as administrator, executor, personal representative, conservator, trustee, committee, etc.

•    A description of the document governing the fiduciary relationship, such as a trust agreement or court order. Documentation establishing a fiduciary relationship may be required to register your stock in a fiduciary capacity.

•    The date of the document governing the relationship, except that the date of a trust created by a will need not be included in the description.

•    The name of the maker, donor or testator and the name of the beneficiary.

An example of fiduciary ownership of stock in the case of a trust is: John Doe, Trustee Under Agreement Dated 10-1-93 for Susan Doe.

Stock Order Form Instructions

Items 1 and 2 - Number of Shares and Total Payment Due

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 by the subscription price of $10.00 per share. The minimum purchase is 25 shares ($250) of common stock. As more fully described in the plan of conversion outlined in the prospectus, the maximum allowable purchase by a person, entity or group of people through a single account is 20,000 shares ($200,000) of common stock. No person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than 30,000 shares ($300,000) of common stock.

Item 3 - Employee/Officer/Trustee/Director Information

Check this box to indicate whether you are an employee, officer, trustee or director of PCSB Bank or PCSB Financial Corporation, or a depositor of such person’s immediate family living in the same household.

Item 4 - Payment by Check

If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to PCSB Financial Corporation Your funds will earn interest at 0.10% until the stock offering is completed or terminated.

Item 5 - Payment by Withdrawal

If you pay for your stock by a withdrawal from a deposit account at PCSB Bank, indicate the account number(s) and the amount of your withdrawal authorization for each account. The total amount withdrawn should equal the amount of your stock purchase. There will be no penalty assessed for early withdrawals from certificate of deposit accounts used for stock purchases. This form of payment may not be used if your account is an Individual Retirement Account.

Item 6 – Purchaser Information

Subscription Offering

a. Check this box if you had a deposit account(s) at PCSB Bank totaling $100.00 or more on September 30, 2015 (“Eligible Account Holder”).

b. Check this box if you had a deposit account(s) at PCSB Bank totaling $100.00 or more on                      , 201     but are not an Eligible Account Holder (“Supplemental Eligible Account Holder”).

Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your subscription rights. Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights.

Community Offering

c. Check this box if you are submitting an order in the community offering and reside in one of the preferred Counties (Indicate County of residence).

d. Check this box if you are submitting an order in the community offering and do not reside in one of the preferred Counties.

Items 7 and 8—Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Mailing Address

Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock registration and mailing address in item 8. The stock transfer industry has developed a uniform system of stockholder registrations that will be used in the issuance of your common stock. If you have any questions regarding the registration of your stock, please consult your legal advisor. Stock ownership must be registered in one of the ways described above under “Stock Ownership Guide.” Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights (with certain exceptions for IRA, Keogh, 401(k) or similar plan purchases).

Item 9 – Telephone Number(s)

Indicate your daytime and evening telephone number(s). We may need to call you if we have any questions regarding your order or we cannot execute your order as given.

Item 10 – Associates/Acting in Concert

Check this box and complete the reverse side of the stock order form if you or any associates or persons acting in concert with you (as defined on the reverse side of the stock order form) have submitted other orders for shares of PCSB Financial Corporation.

Item 11– Acknowledgement

Please review the prospectus carefully before making an investment decision. Sign and date the stock order form where indicated. Before you sign, review the stock order form, including the acknowledgement and certification. Normally, one signature is required. An additional signature is required only when payment is to be made by withdrawal from a deposit account that requires multiple signatures to withdraw funds.

Your properly completed signed stock order form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by PCSB Financial Corporation no later than _:00 p.m., Eastern Time, on              day,                      , 2017 or it will become void. Delivery Instructions: You may deliver your stock order form by mail using the enclosed stock order return envelope or by hand delivery or overnight delivery service to our Stock Information Center. Hand delivered stock order forms will only be accepted at this location. We will not accept stock order forms at our other offices. If you have any additional questions, or if you would like assistance in completing your stock order form, please call our Stock Information Center, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

PCSB Financial Corporation Stock Information Center: 2651 Strang Blvd., Suite 100, Yorktown Heights, NY 10595.

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