S-1

As filed with the Securities and Exchange Commission on March 23, 2018

Registration No. 333-______________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MID-SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana	6035	Applied For
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

300 North Water Street, Salem, Indiana 47167; (812) 883-2639

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Alexander G. Babey, President and Chief Executive Officer

300 North Water Street, Salem, Indiana 47167; (812) 883-2639;

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John F. Breyer, Jr., Esq.

Breyer & Associates PC

8180 Greensboro Drive, Suite 785

McLean, Virginia 22102

(703) 883-1100

(703) 883-2511 (fax)

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 being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier 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 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, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]	Non-accelerated filer [  ]	Smaller reporting company [X]
			Emerging growth company [X]

(Do not check if a 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 Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $.01 per share	3,570,000	$10.00	$ 35,700,000(1)	$4,445

_______________________

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

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 Commission, acting pursuant to said Section 8(a), may determine.

SUBSCRIPTION AND COMMUNITY

OFFERING PROSPECTUS

(Proposed Holding Company for Mid-Southern Savings Bank, FSB)

Up to 2,225,975 Shares of Common Stock

(Subject to Increase to up to 2,559,871 Shares)

$10.00 per Share

________________________________________________

Mid-Southern Bancorp, Inc. (referred to as Mid-Southern Bancorp) an Indiana corporation is offering up to 2,225,975 shares of common stock for sale at $10.00 per share in connection with the conversion of Mid-Southern, M.H.C., from the mutual holding company to the stock holding company form of organization.  The shares being offered represent the 71% ownership interest in Mid-Southern Savings Bank, FSB (referred to as Mid-Southern Savings Bank) currently owned by Mid-Southern, M.H.C.  Mid-Southern Savings Bank's common stock is currently quoted on the OTC Pink Marketplace under the trading symbol "MSVB."  We expect that Mid-Southern Bancorp's shares of common stock will trade on the Nasdaq Capital Market under the trading symbol "MSVB."  For additional information regarding our current and proposed organizational structure, see page __. We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012.  See "Emerging Growth Company Status."

We are offering the common stock for sale on a best efforts basis.  The shares are first being offered in a subscription offering to eligible depositors and certain borrowers of Mid-Southern Savings Bank as of specified eligibility dates and tax-qualified employee benefit plans of Mid-Southern Savings Bank as described in this prospectus.  Shares not purchased in the subscription offering may simultaneously be offered to the general public in a community offering, with a preference given to residents of the communities served by Mid-Southern Savings Bank and existing public stockholders of Mid-Southern Savings Bank.  Existing stockholders of Mid-Southern Savings Bank do not have priority rights in the subscription offering, absent any status they may have as eligible account holders.

We must sell a minimum of 1,645,286 shares of common stock in the offering in order to complete the offering.  We may sell up to 2,559,871 shares because of demand for the shares, as a result of regulatory considerations or changes in market conditions, without resoliciting purchasers.  Keefe, Bruyette & Woods, Inc. will assist us in selling the shares on a best efforts basis in the subscription and community offerings and will serve as sole book-running manager for any syndicated community offering.  Neither Keefe, Bruyette & Woods, Inc. nor any member of the syndicate group is required to purchase any shares of common stock in the offering.

In addition to the shares we are selling in the offering, the remaining 29% interest in Mid-Southern Savings Bank common stock currently held by the public will be exchanged for shares of common stock of Mid-Southern Bancorp using an exchange ratio that will result in the existing public stockholders owning approximately the same percentage of Mid-Southern Bancorp common stock as they owned of Mid-Southern Savings Bank common stock immediately prior to the completion of the conversion and reflecting certain assets held by Mid-Southern, M.H.C.  We will issue up to 909,144 shares of common stock in the exchange, which may be increased to up to 1,010,879shares of common stock if we sell 2,559,871 shares of common stock in the offering.

The minimum order is 25 shares.  The subscription offering will expire at noon, Eastern time, on [DATE 1], 2018.  We expect that the community offering will terminate at the same time, although it may be extended

without notice to you until [DATE 2], 2018, unless the Federal Reserve Board approves a later date.  No single extension may exceed 90 days and the offering must be completed by [DATE 3], 2020.  Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [DATE 2], 2018, or the number of shares of common stock to be sold is increased to more than 2,559,871 shares or decreased to less than 1,645,286 shares.  Funds received in the subscription and community offering will be held in a segregated account at Mid-Southern Savings Bank and will earn interest at Mid-Southern Savings Bank's regular savings rate, which is currently [.05]%.    If the subscription and community offerings are terminated, purchasers will have their funds returned promptly, with interest.  If the offering is extended beyond [DATE 2], 2018, we will resolicit purchasers, and you will have the opportunity to maintain, change or cancel your order.  In such event, if you do not provide us with a written indication of your intent, your order will be canceled and your funds will be returned to you, with interest.  If there is a change in the offering range, we will promptly return all funds with interest, and all subscribers will be provided with updated information and given the opportunity to place a new order.

Completion of the conversion and offering is subject to several conditions, including the approval of the plan of conversion and reorganization by a vote of at least a majority of the outstanding shares of Mid-Southern Savings Bank, excluding shares held by Mid-Southern, M.H.C.  See "Summary – Conditions to Completion of the Conversion."

OFFERING SUMMARY

Price:  $10.00 per share

	Minimum		Midpoint		Maximum		Adjusted Maximum
Number of shares		1,645,286		1,935,630		2,225,975		2,559,871
Gross offering proceeds	$	16,452,860	$	19,356,300	$	22,259,750	$	25,598,710
Estimated offering expenses,   excluding selling agent and   underwriters' commissions	$	850,000	$	850,000	$	850,000	$	850,000
Selling agent and underwriters'   commissions(1)	$	300,000	$	300,000	$	300,000	$	340,654
Net proceeds	$	15,302,860	$	18,206,300	$	21,109,750	$	24,408,056
Net proceeds per share	$	9.30	$	9.41	$	9.48	$	9.53

_________________________

(1)The figures shown assume that all shares are sold in the subscription and the community offering, and include reimbursable expenses and stock information center fees. See "The Conversion and Offering-Marketing Arrangements" for a discussion of Keefe, Bruyette & Woods, Inc.'s compensation for this offering and the compensation to be received by Keefe, Bruyette & Woods, Inc. and the other broker-dealers who may participate in a syndicated community offering. If all shares of common stock were sold in the syndicated community offering, the maximum selling agent fees and expenses would be $1.8 million, $2.0 million, $2.2 million and $2.4 million at the minimum, midpoint, maximum and adjusted maximum levels of the offering, respectively.

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

Please read "Risk Factors" beginning on page [●].

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, 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.

Keefe, Bruyette & Woods

A Stifel Company

For assistance, please contact the Stock Information Center toll-free at (___) ___-____.

The date of this prospectus is _________, 2018.

TABLE OF CONTENTS

	Page
SUMMARY	1
EMERGING GROWTH COMPANY STATUS	18
RISK FACTORS	19
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF MID-SOUTHERN SAVINGS BANK, FSB	33
FORWARD-LOOKING STATEMENTS	35
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING	37
OUR POLICY REGARDING DIVIDENDS	38
MARKET FOR THE COMMON STOCK	39
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE	41
CAPITALIZATION	43
PRO FORMA DATA	45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48
BUSINESS OF MID-SOUTHERN BANCORP	66
BUSINESS OF MID-SOUTHERN, M.H.C AND MID-SOUTHERN SAVINGS BANK	66
SUPERVISION AND REGULATION	94
FEDERAL AND STATE TAXATION	102
MANAGEMENT	103
BENEFICIAL OWNERSHIP OF COMMON STOCK	103
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS	112
THE CONVERSION AND OFFERING	113
COMPARISON OF STOCKHOLDERS' RIGHTS FOR EXISTING STOCKHOLDERS OF MID-SOUTHERN SAVINGS BANK	135
RESTRICTIONS ON ACQUISITION OF MID-SOUTHERN BANCORP	141
DESCRIPTION OF CAPITAL STOCK OF MID-SOUTHERN BANCORP	144
FOLLOWING THE CONVERSION	144
TRANSFER AGENT	144
REGISTRATION REQUIREMENTS	145
EXPERTS	145
LEGAL MATTERS	145
WHERE YOU CAN FIND ADDITIONAL INFORMATION	145

SUMMARY

The following summary explains material information regarding the conversion, the offering of common stock by Mid-Southern Bancorp, Inc. and the business of Mid-Southern Savings Bank, FSB. The summary may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements of Mid-Southern Savings Bank, FSB. In certain circumstances, where appropriate, the terms "we, "us" and "our" refer collectively to Mid-Southern, M.H.C. Mid-Southern Bancorp and Mid-Southern Savings Bank or to any of those entities, depending on the context. In addition, we sometimes refer to Mid-Southern Bancorp, Inc. as "Mid-Southern Bancorp" and Mid-Southern Savings Bank, FSB as "Mid-Southern Savings Bank."

The Companies

Mid-Southern Bancorp, Inc.  Mid-Southern Bancorp is a newly formed Indiana corporation that was incorporated on January 26, 2018 to be the successor corporation to Mid-Southern, M.H.C. upon completion of the conversion.  Mid-Southern Bancorp will own all of the outstanding shares of common stock of Mid-Southern Savings Bank upon completion of the conversion.  Mid-Southern Bancorp will be subject to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board" or "Federal Reserve"). Mid-Southern Bancorp's executive offices are located at 300 North Water Street, Salem, Indiana 47167.  Our telephone number at this address is (812) 883-2639.

Mid-Southern, M.H.C.  Mid-Southern, M.H.C. is the federally chartered mutual holding company of Mid-Southern Savings Bank.  Mid-Southern, M.H.C.'s principal business activity is the ownership of 1,040,750 shares of common stock of Mid-Southern Savings Bank, or 71% of the issued and outstanding shares as of the date of this prospectus.  After the completion of the conversion, Mid-Southern, M.H.C. will cease to exist.

Mid-Southern Savings Bank, FSB.  Mid-Southern Savings Bank is a federally chartered stock savings bank headquartered in Salem, Indiana.  Mid-Southern Savings Bank was originally founded as a state chartered savings and loan association in 1886 and converted to a federal mutual (meaning no stockholders) savings bank in 1981.  In 1998, Mid-Southern Savings Bank converted to stock form and became the wholly-owned subsidiary of Mid-Southern, M.H.C. as part of a mutual holding company reorganization and stock issuance.

Mid-Southern Savings Bank reorganized into the mutual holding company form of ownership and completed a public stock offering on April 8, 1998.  In conjunction with the public stock offering, Mid-Southern Savings Bank raised approximately $4.0 million of proceeds.  Mid-Southern, M.H.C. has no significant assets other than its ownership of 71% of the outstanding shares of common stock of Mid-Southern Savings Bank and certain liquid assets.  Mid-Southern Savings Bank's stock is quoted on the OTC Pink Marketplace under the symbol "MSVB".

At December 31, 2017, Mid-Southern Savings Bank had consolidated assets of $176.7 million, deposits of $151.9 million and stockholders' equity of $24.2 million. As of the date of this prospectus, Mid-Southern Savings Bank had 1,469,280 shares of common stock issued and outstanding, of which 1,040,750 shares were owned by Mid-Southern, M.H.C.  The remaining 428,530 shares of Mid-Southern Savings Bank common stock outstanding as of the date of this prospectus were held by the public.

Our Business

Our business activities are primarily conducted through Mid-Southern Savings Bank, a federally chartered savings bank headquartered in Salem, Indiana, which is located in Southern Indiana approximately 40 miles northwest of Louisville, Kentucky. Mid-Southern Savings Bank conducts business from its main office in Salem and through its branch offices located in Mitchell and Orleans, Indiana and a loan production office located in New Albany, Indiana. Mid-Southern Savings Bank's market area includes Washington, Lawrence, Orange and Floyd counties in Indiana, and, to a lesser extent, contiguous counties.

Mid-Southern Savings Bank's principal business consists of originating one-to-four family residential real estate mortgage loans, including home equity lines of credit, and to a lesser extent, commercial and multifamily real

estate, and construction loans. We also offer commercial business and other consumer loans. We offer a variety of retail deposits to the general public in the areas surrounding our main office and our branch offices with interest rates that are competitive with those of similar products offered by other financial institutions in our market area. We also may utilize borrowings as a source of funds. Our revenues are derived primarily from interest on loans and, to a lesser extent, interest on investment securities and mortgage-backed securities.

Our principal executive offices are located at 300 North Water Street, Salem, Indiana 47167 and our telephone number is (812) 883-2639. Our web site address is www.mid-southern.com. Information on our web site should not be considered a part of this prospectus.

In this prospectus, the terms "we, "our," and "us" refer to Mid-Southern, M.H.C. and Mid-Southern Savings Bank unless the context indicates another meaning.

Our Business Strategy

Our current business strategy is to operate a well-capitalized and profitable community savings bank dedicated to providing high quality customer service and innovative new products. Highlights of our current business strategy are as follows:

• Continuing to emphasize the origination of one-to-four family mortgage loans, including investor-owned (e.g., non-owner occupied) one-to-four family mortgage loans;

• Aggressively marketing core deposits;

• Offering a broad range of financial products and services to both retail and commercial customers in our market area;

• Pursuing opportunities to increase commercial and multi-family real estate and commercial business  loans in our market area;

• Implementing a stockholder-focused strategy for management of our capital; and

• Considering expansion into new market areas, in particular Floyd County and the Louisville, Kentucky area to grow our business through the addition of new branch locations, loan production offices and/or through possible acquisitions of other financial institutions or branches.

These strategies are intended to guide our investment of the net proceeds of the offering.  We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions and other factors.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations -Business Strategy" for a further discussion of our business strategy.  A full description of our products and services begins on page ___ of this prospectus under the heading "Business of Mid-Southern, M.H.C. and Mid-Southern Savings Bank.

Our Current Organizational Structure

In 1998, Mid-Southern, M.H.C. became the mutual holding company of Mid-Southern Savings Bank, owning 71% of its stock, and conducted an initial public offering by selling a minority of Mid-Southern Savings Bank's common stock to the public.

Pursuant to the terms of the Plan of Conversion and Reorganization of Mid-Southern, M.H.C., which is referred to throughout this prospectus as the plan of conversion, Mid-Southern, M.H.C. will convert from the mutual holding company to the stock holding company corporate structure.  As part of the conversion, we are offering for sale in a subscription offering, a community offering and possibly a syndicated community offering, the majority ownership interest of Mid-Southern Savings Bank that is currently owned by Mid-Southern, M.H.C.  Upon completion of the conversion, Mid-Southern, M.H.C. will cease to exist, and we will complete the transition from partial to full public stock ownership.  In addition, as part of the conversion, existing public stockholders of Mid-Southern Savings Bank will receive shares of common stock of Mid-Southern Bancorp in exchange for their shares of Mid-Southern Savings Bank common stock pursuant to an exchange ratio that maintains the same percentage ownership in Mid-Southern Bancorp (excluding any new shares purchased by them in the offering and their receipt

2

of cash in lieu of fractional exchange shares) that existing stockholders had in Mid-Southern Savings Bank immediately prior to the completion of the conversion and offering.

The following diagram shows our current organizational structure:

Our Organizational Structure Following the Conversion

After the conversion and offering are completed, we will be organized as a fully public stock holding company, as follows:

Business and Operating Strategy and Goals

Our primary objective is to continue to grow Mid-Southern Savings Bank as a well-capitalized, profitable, independent, community-oriented financial institution serving customers in our primary market areas. Our strategy is to provide innovative products and superior service to both individuals and small business in our primary market areas. During and after completion of the offering, we will pursue our basic operating strategy and goals, which are listed below. This offering is a critical component of our business strategy because of the increased capital base it will provide Mid-Southern Savings Bank. In addition, we believe the completion of the offering and our resulting increased size will provide us the tools necessary to compete more effectively with other financial institutions operating in our market areas.

3

As a result of the economic conditions and our loan origination practices, Mid-Southern Savings Bank experienced unusually high levels of classified loans and charge-offs resulting in Mid-Southern Savings Bank entering into an agreement with its primary bank regulator, the Office of the Comptroller of the Currency ("OCC") in April 2013 (the "Agreement"). In addition, as a result of declining capital levels and continuing high levels of classified assets, the OCC notified Mid-Southern Savings Bank that the OCC had established an individual minimum capital requirement ("IMCR").  The IMCR required Mid-Southern Savings Bank to maintain a tier 1 leverage capital ratio of 8.00% and a total risk-based capital ratio of 12.00%. Mid-Southern Savings Bank was in compliance with the IMCR at all times since its issuance. The Agreement and IMCR were terminated in November 2015.

Our current executive management team is comprised of individuals with strong banking backgrounds including individuals who have joined Mid-Southern Savings Bank since 2013 as part of our efforts to comply with the Agreement with the OCC, particularly the resolution of problem assets. Erica B. Schmidt, our Executive Vice President and Chief Financial Officer joined Mid-Southern Savings Bank in 2005. In June 2013, we hired Alexander G. Babey initially as a credit administration consultant until he joined our management team as Executive Vice President and Chief Credit Officer in December 2013. Mr. Babey became Mid-Southern Savings Bank's President and Chief Executive in October 2016. Mr. Babey has 31 years of banking experience. We also hired Frank (Buzz) M. Benson III in 2014 as a senior loan officer and Executive Vice President of Mid-Southern Savings Bank. Mr. Benson has over 29 years of banking experience.

Since 2013, the board of directors' and our management team's primary focus has been to oversee Mid-Southern Savings Bank's asset quality initiatives, troubled loan resolution, improvement of operational controls and the implementation of new, more stringent underwriting and loan administration policies and procedures, including increased emphasis on lower debt-to-income ratios, higher credit scores, and lower loan-to-value ratios.  We believe that our asset quality and portfolio management initiatives have been successful, as our non-performing assets have decreased to $2.1 million, or 1.2% of total assets, at December 31, 2017, from approximately $2.7 million, or 1.5% of total assets at December 31, 2016, and our classified assets have decreased to $5.0 million, or 2.7% of total assets, at December 31, 2017, from $6.2 million, or 3.5% of total assets, at December 31, 2016.  In addition, our special mention loans have decreased to $50,000, or 0.0% of total assets, at December 31, 2017 from $853,000, or 0.5% of total assets, at December 31, 2016. The reductions in non-performing assets, classified assets and special mention loans as a percentage of total assets occurred while we were also managing the size of our balance sheet during most of this period to maintain compliance with the Agreement.  With proceeds from this offering we expect to leverage our management team's banking experience to implement a strategic shift from traditional thrift operations to an institution whose balance sheet and operations more closely resemble that of a full-service community-focused commercial bank with a comprehensive offering of financial services.

Subject to market conditions and our asset-liability analysis, we expect to increase our residential mortgage lending and our generation of low-cost core deposits.  In order to diversify our portfolio and increase profitability, we also intend to significantly expand our portfolio of commercial and multifamily real estate loans secured by properties in our market areas where we have or can develop a banking relationship with the borrower and our commercial business and consumer loan portfolio. We do not currently contemplate engaging in a significant amount of speculative construction and land development lending.

We intend to focus on relationship-based banking, rather than simply generating loan originations, and customer service, and will continue to hire additional personnel with residential, commercial and consumer lending experience, which we expect will allow us to develop a broader, more flexible array of residential, commercial business and consumer loan products specifically suited to the customers and potential customers in our market area.  In addition, we intend to develop and offer additional financial products targeted at business and individual customers who desire full service, "high touch" banking and a full complement of efficient electronic banking services.

Highlights of our business strategy following the completion of this stock offering include, subject to regulatory approval where applicable and market conditions:

•prudently and opportunistically growing our earnings base, particularly the size of our loan portfolio, by focusing on lending to homeowners, high net worth individuals, and small- to medium-sized business customers and professional organizations;

4

•increasing our focus on commercial and multifamily real estate, commercial business and consumer lending in our market area to facilitate prudent growth of these loan portfolios, in order to diversify and increase the yield on our total loan portfolio;

•to enhance existing products and services, and support the development of new products and services, by investing, for example, in technology to support growth and enhanced customer service to meet the demands of current customers and attract new customers in our market area;

•expanding our originations of one- to four-family residential mortgage loans in order to maintain customer relations and our status as a community-oriented bank; and

•continuing to focus on generating low-cost core deposits within our market area in order to decrease our dependence on certificates of deposit, reduce our interest rate sensitivity, and generate fee income to fund our operations.

These strategies are intended to guide our investment of the net proceeds of the offering.  We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy" for a further discussion of our business strategy.

Reasons for the Conversion and the Offering

Consistent with our business strategy, our additional reasons for converting and raising additional capital through the offering are   to:

• Strengthen our regulatory capital position with the additional capital we will raise in the stock offering. A strong capital position is essential to achieving our long-term objectives of growing Mid-Southern Savings Bank and building stockholder value. While Mid-Southern Savings Bank exceeds all regulatory capital requirements, the proceeds from the offering will greatly strengthen our capital position and enable us to support our planned organic growth by increasing our lending in the communities we serve.

• Transition our organization to a more common and flexible stock holding company structure from our existing mutual holding company structure. The stock holding company structure is a more common and flexible form of organization and will give us greater flexibility to access the capital markets through possible equity and debt offerings to support our long-term growth. The stock holding company structure will also provide us greater flexibility to structure an acquisition of other financial businesses or institutions if opportunities arise. We do not currently have any understandings or agreements regarding any specific capital raising or acquisition transaction. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate to other institutions. Applicable regulations prohibit the acquisition of Mid-Southern Bancorp for three years following completion of the conversion, and also prohibit anyone from acquiring or offering to acquire more than 10% of our stock without prior regulatory approval.

• Enable our stock holding company the ability to pay dividends to our public stockholders without diluting their stock ownership interest. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, the Federal Reserve Board became the federal regulator of all savings and loan holding companies and mutual holding companies, which resulted in changes in regulations with respect to the payment of dividends applicable to "grandfathered" mutual holding companies like Mid-Southern, M.H.C. Under the Dodd-Frank Act, Mid-Southern Savings Bank may not pay a dividend to its public stockholders without also paying a dividend to Mid-Southern, M.H.C. unless Mid-Southern, M.H.C. obtains an annual approval of its members to waive its right to receive dividends paid by Mid-Southern Savings Bank. However, any paid dividends increases Mid-Southern, M.H.C's ownership interest in Mid-Southern Savings Bank which, in turn, decreases the exchange ratio for public stockholders in the event, as in this case, of the subsequent conversion of Mid-Southern, M.H.C. from the mutual holding company to the stock holding company form of organization. As a result, any paid dividends dilute the relative ownership of public stockholders when the mutual holding company undertakes a full conversion. Among other things, these changes have adversely affected our ability to pay cash dividends to our public stockholders without diluting their stock ownership interest. The conversion will eliminate our mutual holding company structure and will enhance our ability to pay dividends to our public stockholders, subject to the customary legal, regulatory and financial considerations applicable to all financial institutions. See

5

"Our Dividend Policy."

Terms of the Offering

We are offering between 1,645,286 and 2,225,975 shares of common stock to eligible depositors and borrowers of Mid-Southern Savings Bank, to our tax-qualified employee benefit plans, including our employee stock ownership plan and, to the extent shares remain available, to natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange, to our existing public stockholders and to the general public.  The number of shares of common stock to be sold may be increased to up to 2,559,871 as a result of regulatory considerations, demand for our shares, or changes in the market for financial institution stocks.  Unless the number of shares of common stock to be offered is increased to more than  2,559,871 shares or decreased to fewer than 1,645,286shares, or the offering is extended beyond [DATE 2], 2018, purchasers will not have the opportunity to modify or cancel their stock orders once submitted.  If the number of shares of common stock to be sold is increased to more than 2,559,871 shares or decreased to fewer than 1,645,286 shares, or if the offering is extended beyond [DATE 2], 2018, purchasers will have the opportunity to maintain, cancel or change their orders for shares of common stock during a designated resolicitation period or have their funds returned promptly with interest.  If, in that event, you do not provide us with written indication of your intent, your stock order will be canceled, your funds will be returned to you with interest calculated at Mid-Southern Savings Bank's regular savings rate and any deposit account withdrawal authorizations will be canceled.

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

We may also offer for sale to the general public in a syndicated offering through a syndicate of selected dealers shares of our common stock not purchased in the subscription offering or the community offering.  We may begin the syndicated community offering at any time following the commencement of the subscription offering.  Keefe, Bruyette & Woods, Inc. will manage the syndicated community offering, if any, which will also be conducted on a best efforts basis.  Neither Keefe, Bruyette & Woods, Inc., nor any other member of the syndicate, is required to purchase any shares in the syndicated community offering.

Important Risks in Owning Mid-Southern Bancorp's Common Stock

Before you purchase shares of our common stock, you should read the"Risk Factors" section beginning on page __ of this prospectus.

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

The offering range and exchange ratio are based on an independent appraisal of the estimated market value of Mid-Southern Bancorp assuming the conversion, the exchange and the offering are completed.  Keller and Company, an appraisal firm experienced in appraisals of financial institutions, has estimated that, as of February 28, 2018, this estimated pro forma market value ranged from $16.5 million to a maximum of $22.3 million, with a midpoint of $19.4 million.  Based on this valuation, the 71% ownership interest of Mid-Southern, M.H.C. being sold in the offering and the $10.00 per share price, the number of shares of common stock being offered for sale by Mid-Southern Bancorp will range from 1,645,286 shares to 2,225,975 shares.  The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions.  The exchange ratio will range from 1.51 shares at the minimum of the offering range to 2.04 shares at the maximum of the offering range in order to approximately preserve the existing percentage ownership of public stockholders of Mid-Southern Bancorp (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares) and as adjusted downward to reflect assets held by Mid-Southern, M.H.C. (other than shares of Mid-Southern Savings Bank) at the completion of the conversion which currently consists of $926,000 of cash.  If the demand for shares or market conditions warrant, the appraisal can be increased by 15%.  At this adjusted maximum of the offering range, the estimated pro forma market value is $25.3 million, the number of shares of common stock offered for sale will be 2,559,871 shares and the exchange ratio will be 2.35 shares.

6

The independent appraisal is based primarily on Mid-Southern Savings Bank's financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded savings bank and thrift holding companies that Keller and Company considered comparable to Mid-Southern Bancorp. The appraisal peer group was initially selected from the universe of all publicly-traded savings institutions with resources, strategies, financial and other operating characteristics relatively comparable to Mid-Southern Bancorp.  Additional criteria applied in the selection of the  appraisal peer group included that the stock institution was fully-converted for at least one year and not subject to an actual or rumored acquisition,  headquartered in the Midwest and surrounding regions with assets less than $1.0 billion, and trailing twelve month earnings less than 10% of average assets, and to those companies on a national basis (excluding those companies located in the Central, Midwest, Northwest and Southern regions of the United States) with assets between $270.5 million and $910.0 million.  The appraisal peer group consists of the following companies.  Total assets are as of December 31, 2017.

Company Name and Ticker Symbol	Exchange	Headquarters	Total Assets (in millions)
Elmira Savings Bank	ESBK	Elmira, NY	$	555
Equitable Financial Corp	EQFN	Grand Island, NE		271
HMN Financial	HMNF	Rochester, MN		722
Home Fed Bancorp of Louisiana	HFBL	Shreveport, LA		413
IF Bancorp	IROQ	Watseka, IL		611
Poage Bankshares	PBSK	Ashland, KY		448
Severn Bancorp	SVBI	Annapolis, MD		805
Standard Financial Corp	STND	Monroeville, PA		970
United Community Bancorp	UCBA	Lawrenceburg, IN		543
Westbury Bancorp	WBBW	West Bend, WI		790

The independent appraisal does not indicate actual market value.  Do not assume or expect that the estimated pro forma market value as indicated above means that, after the offering, the shares of our common stock will trade at or above the $10.00 purchase price.

The following table presents a summary of selected pricing ratios for the peer group companies and Mid-Southern Bancorp (on a pro forma basis).  The pricing ratios are based on earnings and other information as of and for the twelve months ended December 31, 2017, stock price information as of February 28, 2018, as reflected in Keller and Company's appraisal report, date February 28, 2018, and the number of shares outstanding as described in "Pro Forma Data."  Compared to the average pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 30.49% on a price-to-book value basis, a discount of 35.13% on a price-to-tangible book value basis, a minimum of 9.91% on a price-to-earnings basis and a premium of 32.38% on a price-to-core earnings basis.

7

	Price-earnings multiple	Price-to-core-earnings multiple(1)	Price-to-book value ratio	Price-to-tangible book value ratio
Mid-Southern Bancorp    (on a pro forma basis, assuming     completion of the conversion)
Minimum	19.13x	23.55x	59.77%	59.77%
Midpoint	22.63x	27.89x	65.92%	65.92%
Maximum	26.17x	32.30x	71.33%	71.33%
Adjusted Maximum	30.32x	37.50x	77.03%	77.03%
Valuation of peer group companies,     as of February 28, 2018
Average	23.81x	24.40x	104.86%	112.36%
Median	22.23x	23.79x	107.23%	112.16%

_______________________

(1) Information is derived from the Keller and Company appraisal report and is based upon estimated core earnings for the year ended December 31, 2017.  These ratios are different from the ratios in "Pro Forma Data."

Our board of directors, in reviewing and approving the independent appraisal, considered the range of price-to-earnings and price-to-core earnings multiples, the range of price-to-book value and price-to-tangible book value ratios at the different ranges of shares of common stock to be sold in the offering, and did not consider one valuation approach to be more important than the other.  Instead, in approving the independent appraisal, the board of directors concluded that these ranges represented the appropriate balance of the three approaches to establishing our estimated valuation range, and the number of shares of common stock to be sold, in comparison to the peer group institutions.  The estimated appraised value and the resulting discounts and premiums took into consideration the potential financial impact of the offering as well as the trading price of Mid-Southern Savings Bank common stock, which increased from $20.65 per share on January 22, 2018, the closing price on the last trading day immediately preceding the announcement of the conversion, to $26.00 per share, the closing price on February 12, 2018, the last trade prior to the effective date of the independent appraisal.

Keller and Company will update the independent appraisal prior to the completion of the conversion.  If the estimated appraised value changes to either below $23.0 million or above $35.7 million, then, after consulting with the Federal Reserve, we may: set a new offering range and resolicit persons who submitted stock orders; terminate the offering and promptly return all funds; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission ("SEC").  See "The Conversion and Offering – Stock Pricing and Number of Shares to be Issued."

Effect of Mid-Southern, M.H.C.'s Assets on Minority Stock Ownership

In the exchange, the public stockholders of Mid-Southern Savings Bank will receive shares of common stock of Mid-Southern Bancorp in exchange for their shares of common stock of Mid-Southern Savings Bank pursuant to an exchange ratio that is designed to provide, subject to adjustment, existing public stockholders with the same ownership percentage of the common stock of Mid-Southern Bancorp after the conversion as their ownership percentage in Mid-Southern Savings Bank immediately prior to the conversion, without giving effect to new shares purchased in the offering or cash paid in lieu of any fractional shares. However, the exchange ratio will be adjusted downward to reflect assets held by Mid-Southern, M.H.C. (other than shares of stock of Mid-Southern Savings Bank) at the completion of the conversion, which currently consists of cash. Mid-Southern, M.H.C. had net assets of $926,000 as of December 31, 2017, not including shares of Mid-Southern Savings Bank common stock. This adjustment resulted in a change in Mid-Southern Savings Bank's public stockholders' ownership interest in Mid-Southern Bancorp from 29.28% to 28.31% and will change the ownership interest of persons who purchase stock in the offering from 70.72% to 71.69% (the amount of Mid-Southern Savings Bank's outstanding common stock held by Mid-Southern, M.H.C.).

8

The Exchange of Existing Shares of Mid-Southern Savings Bank Common Stock

At the conclusion of the conversion, shares held by existing stockholders of Mid-Southern Savings Bank will be canceled and exchanged for shares of common stock of Mid-Southern Bancorp.  The number of shares of common stock received will be based on an exchange ratio determined as of the conclusion of the conversion and offering, which will depend upon the number of shares sold in the offering.  The number of shares received will not be based on the market price of our currently outstanding shares.  Instead, the exchange ratio will ensure that existing public stockholders of Mid-Southern Savings Bank will retain a percentage ownership of our organization after the offering, exclusive of their purchase of any additional shares of common stock in the offering and their receipt of cash in lieu of fractional exchange shares.  However, the exchange ratio will be adjusted downward to reflect assets held by Mid-Southern, M.H.C. (other than shares of stock of Mid-Southern Savings Bank) at the completion of the conversion, which as of December 31, 2017 consisted of cash of $926,000.

In addition, if options to purchase shares of Mid-Southern Savings Bank common stock are exercised before consummation of the conversion, there will be an increase in the percentage of shares of Mid-Southern Savings Bank held by public stockholders, an increase in the number of shares of common stock issued to public stockholders in the share exchange and a decrease in the exchange ratio.

The following table shows how the exchange ratio will adjust, based on the number of shares of common stock issued in the offering and the shares of common stock issued and outstanding on the date of this prospectus.  The table also shows the number of whole shares of Mid-Southern Bancorp common stock a hypothetical owner of Mid-Southern Savings Bank common stock would receive in exchange for 100 shares of Mid-Southern Savings Bank common stock owned at the completion of the conversion, depending on the number of shares of common stock sold in the offering.

	New Shares to be Sold in This Offering		New Shares to beExchanged forExisting Shares of Mid-Southern Savings Bank		Total Sharesof CommonStock to beOutstandingAfter the Offering	Exchange Ratio	New Shares That Would beReceivedfor 100Existing Shares
	Amount	Percent	Amount	Percent
Minimum	1,645,286	71.7%	649,715	28.3%	2,295,000	1.5079	151
Midpoint	1,935,630	71.7%	764,370	28.3%	2,700,000	1.7740	177
Maximum	2,225,975	71.7%	879,026	28.3%	3,105,000	2.0402	204
Adjusted Maximum	2,559,871	71.7%	1,010,879	28.3%	3,570,000	2.3462	234

No fractional shares of Mid-Southern Bancorp common stock will be issued to any public stockholder of Mid-Southern Savings Bank.  For each fractional share that would otherwise be issued, Mid-Southern Bancorp will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share purchase price of the common stock in the offering.

Outstanding options to purchase shares of Mid-Southern Savings Bank common stock also will convert into and become options to purchase shares of Mid-Southern Bancorp common stock.  The number of shares of common stock to be received upon exercise of these options will be determined pursuant to the exchange ratio.  The aggregate exercise price, duration and vesting schedule of these options will not be affected by the conversion.  At December 31, 2017, there were 1,200 outstanding options to purchase shares of Mid-Southern Savings Bank common stock, 980 of which have vested.  These outstanding options will be converted into options to purchase 1,871 shares of common stock at the minimum of the offering range and 2,911 shares of common stock at the adjusted maximum of the offering range.  Outstanding unvested shares of restricted stock will become outstanding unvested restricted shares of Mid-Southern Bancorp common stock subject to the same vesting requirements. Because Federal Reserve Board regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion.  If all existing options were exercised

9

from authorized but unissued shares of common stock following the conversion, stockholders would experience dilution of approximately 0.1% at the minimum and adjusted maximum of the offering range.

How We Intend to Use the Proceeds From the Offering

Assuming we sell 1,645,286 shares of common stock in the stock offering, and we have net proceeds of $15.3 million, we intend to distribute the net proceeds as follows:

· $7.7 million (50% of the net proceeds) will be invested in Mid-Southern Savings Bank;

· $1.3 million (8.60% of the net proceeds) will be loaned by Mid-Southern Bancorp to the employee stock ownership plan to fund its purchase of our shares of common stock; and

· $6.3 million (41.40% of the net proceeds) will be retained by Mid-Southern Bancorp.

We may use the funds that we retain for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes.  Mid-Southern Savings Bank may use the proceeds it receives to support its lending activities, to develop other products and services and for other general corporate purposes.  The net proceeds retained also may be used for future business expansion through opening or acquiring branch offices.  We have no current arrangements or agreements with respect to any such acquisitions.  Initially, a substantial portion of the net proceeds will be invested in short-term investments and mortgage-backed securities consistent with our investment policy.

Please see "How We Intend to Use the Proceeds from the Offering" for more information on the proposed use of the proceeds from the offering.

Our Dividend Policy

Mid-Southern Savings Bank does not currently pay a regular cash dividend on its common stock; however, we did pay a special cash dividend of $0.06 per share in May 2017 the receipt of which was not waived by Mid-Southern, M.H.C.  After the conversion, we intend to pay cash dividends on a quarterly basis, the amount of which will be determined following completion of the conversion, taking into account the total number of shares issued in the conversion and the exchange ratio received by existing public stockholders.  The dividend rate and the continued payment of dividends also will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions.  No assurance can be given that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

See "Selected Consolidated Financial and Other Data of Mid-Southern Savings Bank" and "Market for the Common Stock" for information regarding our historical dividend payments.

Purchases and Ownership by our Executive Officers and Directors

We expect our directors, executive officers and their associates to purchase 87,000 shares of common stock in the offering.  The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering.  After the conversion, as a result of purchases in the offering and the shares they will receive in exchange for existing shares of Mid-Southern Savings Bank common stock that they currently own, our directors and executive officers, together with their associates, are expected to beneficially own approximately 126,000 shares of common stock, or 4.7% of our total outstanding shares of common stock, at the midpoint of the offering range.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

Employee Stock Ownership Plan.  Our tax-qualified employee stock ownership plan expects to purchase up to 8% of the shares of common stock we sell in the offering, or 178,078 shares of common stock assuming we sell the maximum number of shares proposed to be sold.   If we receive orders for more shares of common stock

10

than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 10% of the shares of common stock sold in the offering.  We reserve the right to purchase shares of common stock in the open market following the offering in order to fund all or a portion of the employee stock ownership plan.  Assuming the employee stock ownership plan purchases 178,078 shares in the offering, at the maximum of the offering range, we will recognize additional compensation expense, after tax, of approximately $69,000 annually over a 20-year period, assuming the loan to the employee stock ownership plan has a 20-year term and the shares of common stock have a fair market value of $10.00 per share for the full 20-year period.  If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly.

Stock-Based Incentive Plan.  We also intend to implement a new stock-based incentive plan no earlier than 12 months after completion of the conversion.  Stockholder approval of this plan will be required.  If implemented 12 months or more following the completion of the conversion, the stock-based incentive plan is intended to reserve a number of shares equal to 4% of the shares of common stock sold in the offering, or 102,395 shares of common stock at the adjusted maximum of the offering range, for awards of restricted stock to key employees and directors, at no cost to the recipients.  If the shares of common stock awarded under the stock-based incentive plan come from authorized but unissued shares of common stock, stockholders would experience dilution of up to approximately 2.8% in their ownership interest in Mid-Southern Bancorp.  If implemented 12 months or more following the completion of the conversion, the stock-based incentive plan is also intended to reserve a number of shares equal to 10% of the shares of common stock sold in the offering, or 255,987 shares of common stock at the adjusted maximum of the offering range, for issuance pursuant to grants of stock options to key employees and directors.  If the shares of common stock issued upon the exercise of options come from authorized but unissued shares of common stock, stockholders would experience dilution of up to 2.8% in their ownership interest in Mid-Southern Bancorp.  For a description of our current stock-based incentive plans, see "Management – Executive Compensation" and Note 12 of the Notes to Consolidated Financial Statements included as part of this prospectus.

The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are expected under the new stock-based incentive plan as a result of the conversion.  The table also shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market.  A portion of the stock grants shown in the table below may be made to non-management employees.

	Number of Shares to be Grantedor Purchased(1)										Value of Grants(2)
	AtMinimum ofOffering Range		AtMaximumof Offering Range		As aPercentageof CommonStock to beSold in the Offering			DilutionResultingFromIssuance ofShares forStock-BasedIncentivePlans(3)			AtMinimumof Offering Range		AtMaximumof Offering Range
											(Dollars in thousands)
Employee stock ownership plan		131,623		178,078		8.00	%		N/A		$	1,316	$	1,781
Restricted stock awards		65,811		89,039		4.00			2.8	%		658		890
Stock options		164,529		222,597		10.00			6.7	%		503		681
Total		361,963		489,714		22.00	%		9.1	%	$	2,448	$	3,352

__________________________

(1) The table assumes that the stock-based incentive plan awards a number of options and restricted stock equal to 10% and 4% of the shares of common stock sold in the offering, respectively, and the plan is implemented 12 months or more following completion of the conversion and offering.  If implemented within 12 months of the completion of the conversion, the number of shares that may be reserved for grants of restricted stock and stock options cannot exceed 4% and 10%, respectively, of the total number of shares to be outstanding upon completion of the conversion, less the number of shares of restricted stock and stock options (adjusted for the exchange ratio) reserved under previously adopted benefit plans.

(2) The actual value of restricted stock awards will be determined based on their fair value as of the date grants are made.  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 $3.06 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 life of 10 years; a dividend yield of 0.0%; a risk free interest rate of 2.87%; and a volatility rate of 13.73%.  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 in the option pricing model ultimately adopted.

(3) Represents the dilution of stock ownership interest.  No dilution is reflected for the employee ownership plan because these shares are assumed to be purchased in the offering.

11

We may fund our plans through open market purchases, as opposed to new issuances of common stock; however, if any options previously granted under our existing equity incentive plan are exercised during the first year following completion of the offering, they will be funded with newly issued shares since Federal Reserve Board regulations do not permit us to repurchase our shares during the first year following the completion of this offering except to fund the grants of restricted stock under the stock-based incentive plan or, with prior regulatory approval, under extraordinary circumstances.

The following table presents information as of December 31, 2017 regarding our existing equity incentive plan, our proposed employee stock ownership plan purchases and our proposed stock-based incentive plan.  The table below assumes that 3,105,000 shares are outstanding after the offering, which includes the sale of 2,225,975 shares in the offering at the maximum of the offering range, and the issuance of 879,025 shares in exchange for shares of Mid-Southern Savings Bank using an exchange ratio of 2.04.  It also assumes that the value of the stock is $10.00 per share.

The value of the restricted shares awarded under the stock-based incentive plan will be based on the market value of our common stock at the time the shares are awarded.  The stock-based incentive plan is subject to stockholder approval, and cannot be implemented until at least six months after completion of the offering.  The following table presents the total value of all shares that would be available for award and issuance under the new stock-based incentive plan, assuming the market price of our common stock ranges from $8.00 per share to $14.00 per share.

		65,811		77,425		89,039		102,395
		Shares Awarded at Minimum of		Shares Awarded at Midpoint of		Shares Awarded at Maximum of		Shares Awarded at Adjusted Maximum of
Share Price		Range		Range		Range		Range
(In thousands, except share price)
$	8.00	$	526	$	619	$	712	$	819
	10.00		658		774		890		1,024
	12.00		790		929		1,068		1,229
	14.00		921		1,084		1,247		1,434

The grant-date fair value of the options granted under the new stock-based incentive plan will be based in part on the price of shares of common stock of Mid-Southern Bancorp at the time the options are granted.  The value will also depend on the various assumptions used in the option pricing model ultimately adopted.  The following table presents the total estimated value of the options to be available for grant under the stock-based incentive plan, assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share.

Exercise Price		Option Value		164,529Options at Minimum of Range		193,563Options at Midpoint of Range		222,597Options at Maximum of Range		255,987Options at Adjusted Maximum of Range
(In thousands, except exercise price and option value)
$	8.00	$	2.44	$	401	$	472	$	543	$	625
	10.00		3.06		503		592		681		783
	12.00		3.67		604		710		817		939
	14.00		4.28		704		828		953		1,096

The tables presented above are provided for informational purposes only.  Our shares of common stock may trade below $10.00 per share.  Before you make an investment decision, we urge you to read this entire prospectus carefully, including, but not limited to, the section entitled "Risk Factors" beginning on page ___.

12

Limits on How Much Common Stock You May Purchase

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

Generally, the maximum number of shares of common stock that may be purchased by a person or persons exercising subscription rights through a single qualifying deposit account held jointly is 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 combined, when aggregated with your purchases, cannot exceed 30,000 shares ($300,000) of common stock:

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

· companies, trusts or other entities in which you are a trustee, have a controlling beneficial interest or hold a senior position; or

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

In addition to the above purchase limitations, there is an ownership limitation for stockholders other than our employee stock ownership plan.  Shares of common stock that you purchase in the offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of Mid-Southern Savings Bank common stock, may not exceed 5% of the total shares of common stock to be issued and outstanding after the completion of the conversion and offering.

Subject to Federal Reserve Board approval, we may increase or decrease the purchase and ownership limitations at any time.  In the event that the maximum purchase limitation is increased to 5% of the shares sold in the offering, this limitation may be further increased to 9.99%, provided that orders for Mid-Southern Bancorp common stock exceeding 5% of the shares sold in the offering shall not exceed in the aggregate 10% of the total shares sold in the offering.

See the detailed description of purchase limitations and definitions of "acting in concert" and "associate" in "The Conversion and Offering – Additional Limitations on Common Stock Purchases."

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 1,645,286 shares of common stock in the subscription, community and/or syndicated community offering, we may take several steps in order to issue the minimum number of shares of common stock in the offering range.  Specifically, we may:

· increase the purchase and ownership limitations; and/or

· seek regulatory approval to extend the offering beyond [DATE 2] 2018, provided that any such extension will require us to resolicit subscribers for shares received in the subscription and community offerings.

Alternatively, we may terminate the offering, return funds with interest and cancel deposit account withdrawal authorizations.

Conditions to Completion of the Conversion

We cannot complete the conversion and offering unless:

· The plan of conversion is approved by a majority of votes eligible to be cast by members of Mid-Southern, M.H.C. (depositors and certain borrowers of Mid-Southern Savings Bank) as of [MEMBER VOTING RECORD DATE];

13

· The plan of conversion is approved by a vote of at least two-thirds of the outstanding shares of common stock of Mid-Southern Savings Bank as of [VOTING RECORD DATE], including shares held by Mid-Southern, M.H.C.  (Because Mid-Southern, M.H.C. owns 70.8% of the outstanding shares of Mid-Southern Savings Bank common stock, we expect that Mid-Southern, M.H.C. and our directors and executive officers effectively will control the outcome of this vote);

· The plan of conversion is approved by a vote of at least a majority of the outstanding shares of common stock of Mid-Southern Savings Bank as of [VOTING RECORD DATE], excluding those shares held by Mid-Southern, M.H.C.;

· We sell at least the minimum number of shares of common stock offered; and

· We receive approval from the Federal Reserve Board to complete the conversion and offering; however, this approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

Mid-Southern, M.H.C. intends to vote its ownership interest in favor of the plan of conversion.  At December 31, 2017, Mid-Southern, M.H.C. owned 70.8% of the outstanding shares of common stock of Mid-Southern Savings Bank  The directors and executive officers of Mid-Southern Savings Bank and their affiliates owned  21,900 shares  (excluding vested options to purchase 100 shares of Mid-Southern Savings Bank), or 1.5% of the outstanding shares of common stock as of December 31, 2017.  They have indicated their intention to vote those shares in favor of the plan of conversion.

Market for the Common Stock

Shares of Mid-Southern Savings Bank's common stock is quoted on the OTC Pink Marketplace under the symbol "MSVB."  Upon completion of the conversion, the shares of common stock of Mid-Southern Bancorp will replace Mid-Southern Savings Bank's existing shares.  We expect that Mid-Southern Bancorp's shares of common stock will trade on the Nasdaq Capital Market under the trading symbol "MSVB" following the completion of the offering.  In order to list our common stock on the Nasdaq Capital Market, we are required to have at least three broker-dealers who will make a market in our common stock.  Keefe, Bruyette & Woods, Inc. intends to become a market maker in our common stock following the stock offering, but is under no obligation to do so.  There can be no assurance that an active and liquid trading market for our common stock will develop or, if developed, be maintained.  Persons purchasing shares of common stock in the offering may not be able to sell their shares at or above the $10.00 price per share.

Tax Consequences

As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to Mid-Southern, M.H.C., Mid-Southern Savings Bank, Mid-Southern Bancorp, persons eligible to subscribe in the subscription offering, or existing stockholders of Mid-Southern Savings Bank  The position stated above with respect to no tax consequences arising from the issuance or receipt of subscription rights is based upon a reasoned opinion by counsel that subscription rights do not have any ascertainable value at the time of receipt and is supported by a letter from Keller and Company to the effect that the subscription rights have no value at the time of receipt or exercise.  See "The Conversion and Offering – Material Income Tax Consequences."  Existing stockholders of Mid-Southern Savings Bank who receive cash in lieu of fractional share interests in shares of Mid-Southern Bancorp common stock will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

Persons Who May Order Shares of Common Stock in the Offering

Subscription rights to purchase shares of common stock in the subscription offering have been granted in the following descending order of priority:

(i) First, to depositors with accounts at Mid-Southern Savings Bank with aggregate balances of at least $50.00 at the close of business on December 31, 2016.

14

(ii) Second, to our tax-qualified employee benefit plans, including our employee stock ownership plan, which will receive nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering.  We expect our employee stock ownership plan to purchase up to 8% of the shares of common stock sold in the offering.

(iii) Third, to depositors with accounts at Mid-Southern Savings Bank with aggregate balances of at least $50.00 at the close of business on March 31, 2018.

(iv) Fourth, to depositors of Mid-Southern Savings Bank at the close of business on [VOTING RECORD DATE] and borrowers of Mid-Southern Savings Bank as of April 8, 1998 whose borrowings remained outstanding on [VOTING RECORD DATE].

Shares of common stock not purchased in the subscription offering will be offered for sale to the general public in a community offering, with a preference given first to natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange; and then to Mid-Southern Savings Bank public stockholders as of [VOTING RECORD DATE].  The community offering may begin concurrently with the subscription offering.

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order.  Shares will be allocated first to categories in the subscription offering in accordance with the plan of conversion.  A detailed description of share allocation procedures can be found in the section of this prospectus entitled "The Conversion and Offering."

In addition, any shares of our common stock not purchased in the subscription offering or community offering are expected to be offered for sale to the general public in a syndicated community offering through a syndicate of selected dealers.  We may begin the syndicated community offering at any time following the expiration of the subscription offering.  Keefe, Bruyette & Woods, Inc. will manage the syndicated community offering, which will also be conducted on a best efforts basis.  The syndicated community offering will terminate no later than 45 days after the expiration of the subscription offering, unless extended by us with approval of the Federal Reserve Board.  Neither Keefe, Bruyette & Woods, Inc., nor any other member of the syndicate is required to purchase any shares in the syndicated community offering.  See "The Conversion and Offering – Syndicated Community Offering."

How You May Purchase Shares of Common Stock

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

(i) personal check, bank check or money order made payable directly to "Mid-Southern Bancorp"; or

(ii) authorizing us to withdraw available funds (without any early withdrawal penalty) from your Mid-Southern Savings Bank deposit account(s), other than checking accounts or individual retirement accounts (IRAs).

Mid-Southern Savings Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering.  You may not designate withdrawal from accounts with check-writing privileges; instead, please submit a check.  If you request that we directly withdraw the funds from an account with check writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your account.  Additionally, you may not use a Mid-Southern Savings Bank line of credit check or any type of third party check (i.e., a check from another party which is made payable to you).   Please do not submit cash.

You may purchase shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment payable to "Mid-Southern Bancorp" or authorization to withdraw funds from one or more of your Mid-Southern Savings Bank deposit accounts, provided that we receive the stock order form before noon, Eastern time, on [DATE 1], 2018, which is the end of the subscription and community offering period.  Checks and money orders received prior to the completion of the subscription and community offering will be immediately deposited in a segregated account with Mid-Southern Savings Bank upon receipt.  We will pay

15

interest calculated at Mid-Southern Savings Bank's regular savings rate from the date funds are processed until completion or termination of the conversion, at which time a subscriber will be issued a check for interest earned.  On your stock order form, you may not authorize direct withdrawal from a Mid-Southern Savings Bank retirement account.  If you wish to use funds in an individual or other retirement account to purchase shares of our common stock, please see "– Using Retirement Account Funds to Purchase Shares" below.

Withdrawals from certificate of deposit accounts to purchase shares of common stock in the offering may be made without incurring an early withdrawal penalty.  If a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current regular savings rate subsequent to the withdrawal.  All funds authorized for withdrawal from deposit accounts at Mid-Southern Savings Bank must be available in the accounts at the time the stock order is received.  A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you during the offering period.  Funds will not be withdrawn from an account until the completion of the conversion and offering and will earn interest within the account at the applicable deposit account rate until that time.

We are not required to accept copies or facsimiles of stock order forms.  By signing the stock order form, you are acknowledging both the receipt of this prospectus and that the shares of common stock are not federally insured deposits or savings accounts or otherwise guaranteed by Mid-Southern Savings Bank, Mid-Southern Bancorp or the federal or any state governments.

Submitting Your Order in the Subscription and Community Offerings

You may submit your stock order form by overnight courier to the indicated address on the stock order form, by hand delivery to our main office, which is located at 300 North Water Street, Salem, Indiana, or by mail using the stock order reply envelope provided.  Stock order forms may not be delivered to any other Mid-Southern Savings Bank's offices.  Once submitted, your order is irrevocable unless the offering is terminated or extended beyond [DATE 2], 2018, or the number of shares of common stock to be sold is increased to more than 2,559,871 shares or decreased to fewer than 1,645,286 shares.

Deadline for Orders of Common Stock in the Subscription or Community Offerings

If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received (not postmarked) by us no later than noon, Eastern time, on [DATE 1], 2018.  Regardless of postmarks or the length of time you may allow for USPS delivery of your order, your order will be rejected if it is not received by the due date, [DATE 1], 2018.  We encourage you to consider in-person or overnight delivery of your stock order form to increase the likelihood your order will be received before the deadline.

Once submitted, your order is irrevocable unless the offering is terminated or extended or the number of shares to be issued increases to more than 2,559,871 or decreases to less than 1,645,286.  We may extend the [DATE 1], 2018 expiration date, without notice to you, until [DATE 2], 2018.  If the offering is extended beyond [DATE 2], 2018 or if the offering range is increased or decreased, we will be required to resolicit purchasers before proceeding with the offering.  In either of these cases, purchasers will have the right to maintain, change or cancel their orders.  If, in the event of resolicitation, we do not receive a written response from a purchaser regarding any resolicitation, the purchaser's order will be canceled and all funds received will be returned promptly with interest, and deposit account withdrawal authorizations will be canceled.  No extension may last longer than 90 days.  All extensions, in the aggregate, may not last beyond [DATE 3], 2020.

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 noon, Eastern time, on [DATE 1], 2018, whether or not we have been able to locate each person entitled to subscription rights.

TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF THE SUBSCRIPTION AND COMMUNITY OFFERING IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED ANY LATER THAN

16

FIVE DAYS PRIOR TO THE OFFERING EXPIRATION DATE OR HAND-DELIVERED ANY LATER THAN TWO DAYS PRIOR TO THE OFFERING EXPIRATION DATE.

Using Retirement Account Funds to Purchase Shares

Interested persons may be able to subscribe for shares of common stock using funds in an IRA, or other retirement account. If you wish to use some or all of the funds in an IRA or other retirement account held at Mid-Southern Savings Bank, the applicable funds must be transferred to an IRA or other retirement account that can hold common stock maintained by an independent custodian or trustee, such as a brokerage firm, before you place your stock order. If you do not have such an account, you will need to establish one. A one-time and/or annual administrative fee may be payable to the independent custodian or 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 [DATE 1], 2018 offering deadline, for assistance with purchases using funds in your IRA or other retirement account held at Mid-Southern Savings Bank or elsewhere. Whether you may use such funds for the purchase of shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held. For a complete description of how to use IRA funds to purchase shares in the stock offering, see "The Conversion and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings— Using Retirement Account Funds to Purchase Shares."

Delivery of Ownership Statements; No Stock Certificates

All shares of Mid-Southern Bancorp common stock being sold will be in book entry form and paper stock certificates will not be issued.  Information regarding shares of common stock sold in the subscription and community offerings will be mailed by regular mail to the persons entitled thereto at the registration address noted on the stock order form, as soon as practicable following completion of the conversion and offering.  It is possible that, until this information is delivered, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading.  If you are currently a stockholder of Mid-Southern Savings Bank, see "The Conversion and Offering - Exchange of Existing Stockholders' Stock Certificates."

You May Not Sell or Transfer Your Subscription Rights

Federal Reserve Board regulations prohibit you from transferring your subscription rights.  If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights.  We intend to take legal action, including reporting persons to federal agencies, against anyone who we believe has sold or transferred his or her subscription rights.  We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights.  When registering your stock purchase on the stock order form, you cannot add the name(s) of persons who do not have subscription rights or who qualify only in a lower purchase priority than you do.  Doing so may jeopardize your subscription rights.  In addition, the stock order form requires that you list all eligible 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, in the event of an oversubscription.

How You Can Obtain Additional Information — 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 conversion or offering, please call our Stock Information Center at (___) ___-____ to speak to a representative of Keefe, Bruyette & Woods, Inc.  Representatives are available by telephone Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.  The Stock Information Center will be closed on weekends and bank holidays.

17

EMERGING GROWTH COMPANY STATUS

We are an "emerging growth company" as defined under the Jumpstart Our Business Startups Act (the "JOBS Act"). We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:

· not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002  (we also will not be subject to the auditor attestation requirements of Section 404(b) as long as we are a "smaller reporting company," which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

· 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 stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act")  for complying with new or revised accounting standards. We have elected to use this extended transition period, which means that the financial statements included in this prospectus, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.  As a result, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis.

18

RISK FACTORS

You should consider these risk factors, in addition to the other information in this prospectus, in deciding whether to make an investment in Mid-Southern Bancorp stock.

Risks Related to Our Business

A significant portion of our loans are commercial real estate, multi-family, construction and commercial and business loans,  which carry greater credit risk than loans secured by owner occupied one- to four-family real estate.

At December 31, 2017, commercial real estate and multi-family loans totaled $28.7 million, or 24.5%, construction loans totaled $2.2 million, or 1.9% (excluding unfunded loan commitments of $1.9 million) of our loan portfolio, commercial and business loans totaled $3.9 million, or 3.3%, and consumer loans totaled $2.0 million, or 1.7%, of our total loan portfolio.  We intend to increase our focus on commercial and business loans as well as consumer loans, and we intend to continue to originate commercial real estate and multi-family loans.  Given their larger balances and the complexity of the underlying collateral, commercial real estate, multi-family, construction and commercial business loans generally expose a lender to greater credit risk than loans secured by owner occupied one- to four-family real estate.  These loans, as well as consumer loans, also have greater credit risk than residential real estate for the following reasons:

•Commercial real estate and multi-family loans – repayment is dependent on income being generated in amounts sufficient to cover operating expenses, property maintenance and debt service;

•Construction loans – repayment is generally dependent on the borrower's ability to sell the completed project, the value of the completed project, or the successful operation of the borrower's business after completion;

•Commercial business loans – repayment is generally dependent upon the successful operation of the borrower's business; and

•Consumer loans – repayment are dependent on the borrower's continuing stability and the collateral may not provide an adequate source of repayment.

If loans that are collateralized by real estate or other business assets or consumer assets become troubled and the value of the collateral has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

Commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to owner-occupied one-to-four family residential mortgage loans. Also, many of these types of borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential mortgage loan.

Further, a significant portion of our commercial real estate loans are secured by non-owner-occupied properties.  These loans expose us to greater risk of non-payment and loss than loans secured by owner-occupied properties because repayment of such loans depend primarily on the tenant's continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner's ability to repay the loan without the benefit of a rental income stream.  In addition, the physical condition of non-owner-occupied properties is often below that of owner-occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties.

Furthermore, a key component of our strategy is to continue to increase our origination of commercial business and consumer loans, and to continue to originate commercial and multifamily real estate loans in our market area to diversify our loan portfolio and increase our yields.  The proposed increase in these types of loans significantly increases our exposure to the risks inherent in these types of loans and our potential for losses.

Our business may be adversely affected by credit risk associated with residential property.

At December 31, 2017, $79.9 million, or 68.6% of our total loan portfolio, was secured by one-to-four family real estate, including home equity lines of credit of $4.8 million. One- to four-family residential loans are generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to

19

meet their loan payment obligations, making loss levels difficult to predict.  A decline in residential real estate values resulting from a downturn in the housing market in our market areas may reduce the value of the real estate collateral securing these types of loans and increase our risk of loss if borrowers default on their loans.  A deterioration in economic conditions, declines in the volume of real estate sales and/or the sales prices or elevated unemployment rates in our market areas may result in higher rates of delinquencies, default and losses on our residential loans.

In addition, at December 31, 2017, $10.1 million, or 12.6% of our one-to-four family residential loan portfolio and 8.6% of our total loan portfolio, consisted of loans secured by non-owner occupied residential properties. At December 31, 2017, all of our non-owner occupied one-to-four family residential loans were performing in accordance with their repayment terms. Loans secured by non-owner occupied properties generally expose a lender to greater risk of non-payment and loss than loans secured by owner occupied properties because repayment of such loans depend primarily on the tenant's continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner's ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner occupied properties is often below that of owner occupied properties due to lenient property maintenance standards that may negatively impact the value of the collateral properties.

Greater seasoning of our loan portfolio could result in credit defaults in the future.

As a result of our planned growth, a significant portion of our loan portfolio at any given time may be of relatively recent origin.  Typically, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time (which varies by loan duration and loan type), a process referred to as "seasoning."  As a result, a portfolio of more seasoned loans may more predictably follow a bank's historical default or credit deterioration patterns than a newer portfolio.  The current level of delinquencies and defaults may not represent the level that may prevail as the portfolio becomes more seasoned.  If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

Our business may be adversely affected by downturns in the national economy and economic conditions in our market area which could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

As of December 31, 2017, approximately $88.2 million, or 75.6%, of our total loans were to individuals and/or secured by properties located in our primary market area of Washington, Lawrence, Orange and Floyd counties in Indiana. As a result, our revenues and profitability are subject to prevailing economic, regulatory, demographic and other conditions in Washington, Lawrence, Orange and Floyd Counties. Because our business is concentrated in this area, adverse economic, regulatory, demographic or other developments that are limited to this area may have a disproportionately greater effect on us than they would have if we did business in markets outside that particular geographic area.  Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions in our market areas could have 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, thereby reducing customers' future borrowing power, and reducing the value of assets and collateral associated with existing loans;

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

· the amount of our low-cost or non-interest-bearing deposits may decrease.

20

Many of the loans in our portfolio are secured by real estate. Deterioration in the markets where collateral for a mortgage loan is located could negatively affect the borrower's ability to repay the loan and the value of the collateral securing the loan. Decreases in asset quality have required and may require further additions to our allowance for loan losses through increased provisions for loan losses, which would hurt our profits. Also, a decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are more geographically diverse. Real estate values are affected by various factors in addition to local economic conditions, including, among other things, changes in general or regional economic conditions, governmental rules or policies and natural disasters.

Adverse changes in the regional and general economy could reduce our planned growth rate, impair our ability to collect loans and generally have a negative effect on our financial condition and results of operations.

Our small size makes it more difficult for us to compete.

Our small asset size makes it more difficult to compete with other financial institutions which are generally larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our ability to originate larger loans is limited by our lower loans to one borrower limit, which reduces our ability to compete for certain types of loans and can reduce our interest income. Our lower earnings also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base makes it difficult to generate meaningful non-interest income. Finally, as a smaller institution, we are disproportionately affected by the ongoing increased costs of compliance with banking and other regulations.

Future expansion may negatively impact our earnings.

We consider our primary market area to consist of Washington, Lawrence, Orange and Floyd counties, Indiana. We currently operate three branches with our headquarters located in Salem, Indiana and two additional branch locations in Orleans and Mitchell, Indiana and a loan production office in New Albany, Indiana. Although we do not currently have any specific plans for expansion, in the future we may consider expanding our presence throughout our market area and may also decide to pursue further expansion through the establishment of one or more branches or additional loan production offices, including within Louisville, Kentucky. The profitability of any expansion policy will depend on whether the income that we generate from the additional branches or loan production offices we may establish will offset the increased expenses resulting from operating new branches. It may take a period of time before any new branches or loan production offices would become profitable, especially in areas in which we do not have an established presence. During this period, operating any new branches or loan production offices would likely have a negative impact on our net income.

The loss of any one of our senior executive officers could hurt our operations.

We rely heavily on our senior executive officers. The loss of any one of these officers could have an adverse effect on us because, as a small community bank, each of these officers has more responsibilities than would be typical at a larger financial institution with more employees. In addition, as a small community bank, we have fewer management level personnel who are in a position to assume the responsibilities of such officers' positions with us should we need to find replacements for any of these senior members of management.  See "Management."

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth.  Growth opportunities may not be

21

available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in opening branches or loan production offices and expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in the opening of new branches or loan production offices.

We are subject to interest rate risk which could reduce our profitability and affect the value of our assets.

Our earnings and cash flows are largely dependent upon our net interest income.  Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve.  Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but these changes could also affect (i) our ability to originate loans and obtain deposits, (ii) the fair value of our financial assets and liabilities and (iii) the average duration of our mortgage-backed securities portfolio and other interest-earning assets.  If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected.  Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.  In addition, a substantial amount of our residential mortgage loans and home equity lines of credit have adjustable interest rates.  As a result, these loans may experience a higher rate of default in a rising interest rate environment.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. 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.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business.  An inability to raise funds through deposits, borrowings, the sale of loans or other sources could have a substantial negative effect on our liquidity.  Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general.  Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the Indiana markets in which our loans are concentrated or adverse regulatory action against us.  Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.  Deposit flows, calls of investment securities and wholesale borrowings, and the prepayment of loans and mortgage-related securities are also strongly influenced by such external factors as the direction of interest rates, whether actual or perceived, and competition for deposits and loans in the markets we serve. Furthermore, changes to the underwriting guidelines of the Federal Home Loan Bank of Indianapolis ("FHLB"), for wholesale borrowings or lending policies may limit or restrict our ability to borrow, and could therefore have a significant adverse impact on our liquidity. A decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or to fulfill such obligations as repaying our borrowings or meeting deposit withdrawal demands. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity."

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

We face substantial competition in all phases of our operations from a variety of different competitors.  Our future growth and success will depend on our ability to compete effectively in this highly competitive environment.  To date, we have been competitive by focusing on our business lines in our market area and emphasizing the high level of service and responsiveness desired by our customers.  We compete for loans, deposits and other financial services with other commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies

22

and specialized finance companies.  Many of our competitors offer products and services which we do not offer, and many have substantially greater resources and lending limits, name recognition and market presence that benefit them in attracting business.  In addition, larger competitors may be able to price loans and deposits more aggressively than we do, and newer competitors may also be more aggressive in terms of pricing loan and deposit products than we are in order to obtain a share of the market.  Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies, federally insured state-chartered banks and national banks and federal savings banks.  As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various services. Our profitability depends upon our continued ability to successfully compete in our market area.  The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest earning assets.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Lending money is a substantial part of our business and each loan carries a certain risk that it will not be repaid in accordance with its terms, or that any underlying collateral will not be sufficient to assure repayment.  This risk is affected by, among other things:

· cash flow of the borrower and/or the project being financed;

· the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;

· the duration of the loan;

· the character and creditworthiness of a particular borrower; and

· changes in economic and industry conditions.

We maintain an allowance for loan losses, which we believe is an appropriate reserve to provide for probable losses in our loan portfolio.  The allowance is funded by provisions for loan losses charged to expense.  The amount of this allowance is determined by our management through periodic reviews and consideration of several factors, including, but not limited to:

· our general reserve, based on our historical default and loss experience, certain macroeconomic factors, and management's expectations of future events;

· our specific reserve, based on our evaluation of non-performing loans and their underlying collateral; and

· an unallocated reserve to provide for other credit losses inherent in our portfolio that may not have been contemplated in the other loss factors.

The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes.  Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses.  In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.  In addition, if charge-offs in future periods exceed the allowance for loan losses we will need additional provisions to replenish the allowance for loan losses.  Any additional provisions will result in a decrease in net income and possibly capital, and may have a material adverse effect on our financial condition and results of operations.

23

A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.

The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for Mid-Southern Savings Bank for our first fiscal year after December 15, 2020. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.

If our nonperforming assets increase, our earnings will be adversely affected.

At December 31, 2017 and 2016, our nonperforming assets (which consist of non-performing loans, including nonperforming troubled debt restructured loans ("TDRs"), and other real estate owned ("OREO") and repossessed assets were $2.1 million and $2.7 million, respectively, or 1.2% and 1.5% of total assets, respectively.  Our nonperforming assets adversely affect our net income in various ways:

· We record interest income only on a cash basis for nonaccrual loans and any nonperforming investment securities; and do not record interest income for OREO;

· We must provide for probable loan losses through a current period charge to the provision for loan losses;

· Non-interest expense increases when we write down the value of properties in our OREO portfolio to reflect changing market values or recognize other-than-temporary impairment ("OTTI") on nonperforming investment securities;

· There are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees related to our OREO; and

· The resolution of nonperforming assets requires the active involvement of management, which can distract them from more profitable activity.

If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our nonperforming assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations. See "Business of Mid-Southern, M.H.C. and Mid-Southern Savings Bank – Asset Quality."

If our OREO is not properly valued or sufficiently reserved to cover actual losses, or if we are required to increase our valuation reserves, our earnings could be reduced.

We obtain updated valuations in the form of appraisals and broker price opinions when a loan has been foreclosed and the property taken in as OREO and at certain other times during the asset's holding period.  Our net book value ("NBV") in the loan at the time of foreclosure and thereafter is compared to the updated market value of the foreclosed property less estimated selling costs (fair value).  A charge-off is recorded for any excess in the asset's NBV over its fair value.  If our valuation process is incorrect, or if property values decline, the fair value of our OREO may not be sufficient to recover our carrying value in such assets, resulting in the need for additional charge-offs.  Significant charge-offs to our OREO could have a material adverse effect on our financial condition and results of operations.

In addition, bank regulators periodically review our OREO and may require us to recognize further charge-offs.  Any increase in our charge-offs may have a material adverse effect on our financial condition and results of operations.

24

Impairment of our investment securities could require charges to earnings, which could result in a negative impact on our results of operations.

In assessing the impairment of investment securities, we consider the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuers, whether the decline in market value was affected by macroeconomic conditions and whether we have the intent to sell the security or will be required to sell the security before its anticipated recovery.  During years ended December 31, 2017 and 2016, we did not recognize any non-cash OTTI charges. There can, however, be no assurance that future declines in market value of our investment securities will not result in OTTI of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels.

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.

Mid-Southern Savings Bank is subject to extensive regulation, supervision and examination by the Office of the OCC and Mid-Southern Bancorp will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. 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 the federal deposit insurance fund and the depositors and borrowers of Mid-Southern Savings Bank, rather than for our stockholders. 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 existing tax, accounting, securities, insurance and 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. The current administration has indicated that it would like to see changes made to certain financial reform regulations, including the Dodd-Frank Act, which has resulted in increased regulatory uncertainty, and we are assessing the potential impact on financial and economic markets and on our business.  Changes in federal policy and at regulatory agencies are expected to occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. 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 interpretation by us and our independent accounting firms. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

The Dodd-Frank Act has significantly changed the regulation of banks and savings institutions and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have significant discretion in drafting the implementing rules and regulations, many of which are not in final form. As a result, we cannot at this time predict the full extent to which the Dodd-Frank Act will impact our business, operations or financial condition. However, compliance with the Dodd-Frank Act and its implementing regulations and policies has already resulted in changes to our business and operations, as well as additional costs, and has diverted management's time from other business activities, all of which have adversely affected our financial condition and results of operations.

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 pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations.

25

We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber-security breaches.

We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions and to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity. In addition, we outsource some of our data processing to certain third-party providers. If these third-party providers encounter difficulties, including as a result of cyber-attacks or information security breaches, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, face regulatory action, civil litigation and/or suffer damage to our reputation.

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

The  capital regulations effective for Mid-Southern Savings Bank on January 1, 2015, includes new minimum risk-based capital and leverage ratios and refines the definition of what constitutes "capital" for calculating these ratios. The new minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% ; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also require that Mid-Southern Savings Bank maintain a "capital conservation buffer" of more than 2.5% of risk-weighted assets over the amounts required for the minimum risk-based capital ratios. The phase-in of the capital conservation buffer requirement began on January 1, 2016 at 0.625% of risk-weighted assets, which amount increases each year until the requirement is fully implemented in January1, 2019. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount.

The application of more stringent capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. Specifically, following the completion of the stock offering, Mid-Southern Savings Bank's ability to pay dividends to Mid-Southern Bancorp will be limited if it does not have the capital conservation buffer required by the new capital rules, which may further limit Mid-Southern Bancorp's ability to pay dividends to stockholders. See "Regulation and Supervision—Federal Banking Regulation—Capital Requirements."

We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may adversely affect our performance.

We are a community bank and our reputation is one of the most valuable assets of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers or otherwise, our business and operating results may be materially adversely affected.

26

We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements.

The financial services industry continues to undergo rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to serving customers better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success may depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We cannot assure you that we will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

We expect to begin the process of evaluating core processing system alternatives in 2018, with an objective of converting to a new system by year-end 2019. Our preliminary analysis suggests that a new core processing system will improve internal reporting capabilities for both management and the board of directors and create a scalable corporate infrastructure that will significantly expand our ability to handle continued growth and improve our levels of operational efficiency. Further, a new and more cost effective system will enhance our capabilities and capacity to offer new products and services for loan and deposit customers and to monitor ongoing core processing system performance. Moreover, a new core processing system will enable us to offer more state-of the-art technology-based services and delivery channels such as remote deposit capture and other business banking services.  We anticipate incurring upfront, one-time charges of approximately $800,000 related to the conversion process, however, detailed estimates of ongoing annual data processing costs and conversion charges have not yet been determined.

An interruption in or breach in security of our information systems may result in a loss of customer business.

We rely heavily on communications and information systems to conduct our business, and while we have established policies and procedures to prevent or limit the impact of system failures, interruptions, or security breaches, there can be no guarantees that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to third-party providers. If our third-party providers encounter difficulties, or if we are unable to communicate with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely impacted. The occurrence of any failures, interruptions, or security breaches to our systems or those of our third-party providers could result in a loss of customer business, additional regulatory scrutiny, and exposure to legal liability, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Cyber-attacks or other security breaches could adversely affect our operations, net income or reputation.

We regularly collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf.

Information security risks have generally increased in recent years because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial and other transactions and the increased sophistication and activities of perpetrators of cyber-attacks and mobile phishing. Mobile phishing, a means for identity thieves to obtain sensitive personal information through fraudulent e-mail, text or voice mail, is an emerging threat targeting the customers of popular financial entities. A failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches or due to employee error, malfeasance or other disruptions could adversely affect our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and/or cause losses.

If this confidential or proprietary information were to be mishandled, misused or lost, we could be exposed to significant regulatory consequences, reputational damage, civil litigation and financial loss.

27

Although we employ a variety of physical, procedural and technological safeguards to protect this confidential and proprietary information from mishandling, misuse or loss, these safeguards do not provide absolute assurance that mishandling, misuse or loss of the information will not occur, and that if mishandling, misuse or loss of information does occur, those events will be promptly detected and addressed. Similarly, when confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf, our policies and procedures require that the third party agree to maintain the confidentiality of the information, establish and maintain policies and procedures designed to preserve the confidentiality of the information, and permit us to confirm the third party's compliance with the terms of the agreement. As information security risks and cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the SEC.  Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.  In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management's attention from our operations.

We may be adversely affected by changes in U.S. tax laws and regulations.

The Tax Cuts and Jobs Act of 2017 ("Tax Act") was signed into law in December 2017 reforming the U.S. tax code. The legislation includes lowering the 35% corporate tax rate to 21%, modifying the U.S. taxation of income earned outside the U.S. and limiting or eliminating various deductions, tax credits and/or other tax preferences. While we expect to benefit on a prospective net income basis from the decrease in corporate tax rates, the legislation has resulted in a $295,000 decrease in the value of our deferred tax asset, which resulted in a material reduction to net income during the year ended December 31, 2017.  In addition, the legislation could negatively impact our customers because it lowers the existing caps on mortgage interest deductions and limits the state and local tax deductions. These changes could make it more difficult for borrowers to make their loan payments could also negatively impact the housing market, which could adversely affect our business and loan growth.

Rulemaking changes implemented by the Consumer Financial Protection Bureau haveresulted in higher regulatory and compliance costs that may continue to adversely affect our results of operations.

The Dodd-Frank Act created a new, independent federal agency, the Consumer Financial Protection Bureau (the "CFPB"), which was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws. The CFPB also has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies. Since its formation, the CFPB has finalized a number of significant rules that have a significant impact on our business and the financial services industry more generally. In particular, the CFPB has adopted rules impacting nearly every aspect of the lifecycle of a residential mortgage loan. Compliance with the rules and policies adopted by the CFPB may limit the products we may permissibly offer to some or all of our customers, or limit the terms on which those products may be issued, or may adversely affect our ability to conduct our business as previously conducted (including our residential mortgage and indirect auto lending businesses in particular). We may also be required to add additional compliance personnel or incur other significant compliance-related expenses. Our business, results of operations or competitive position may be adversely affected as a result.

28

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

If the subscription rights granted to certain current or former depositors and certain borrowers of Mid-Southern Savings Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Silver, Freedman, Taff & Tiernan LLP, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

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 as of a specified date. These estimates and assumptions are based on management's best estimates and experience as of 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 evaluation of the adequacy of our allowance for loan losses and our determinations with respect to amounts owed for income taxes.

We are subject to environmental liability risk associated with lending activities or properties we own.

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, or with respect to properties that we own in operating our business. 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. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, 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 this Offering

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

If you purchase shares in the offering you might not be able to sell them later at or above the $10.00 purchase price.  Publicly traded stock, including stock of financial institutions, has recently experienced substantial market price volatility.  In several recent transactions, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price.

The final aggregate purchase price of the shares of common stock in the offering will be based on an independent appraisal and may not be indicative of the actual value of Mid-Southern Bancorp.

The 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 valuation is based on estimates and projections of a number of matters, all of which are subject to change from time to time.  After our 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, investor perceptions of Mid-Southern Bancorp and the outlook for the financial institutions industry in our region and in general.

29

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

Mid-Southern Bancorp has never issued stock and, therefore, there is no current trading market for the shares of common stock.  While we expect our common stock to be quoted on the Nasdaq Capital Market under the symbol "MSVB," we cannot predict whether an active and liquid trading market for our common stock will develop.  Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop or sell them at a price equal to or above the initial purchase price of $10.00 per share even if a liquid trading market develops.  A limited trading market for our common stock may reduce the market value of the common stock and make it difficult to buy or sell our shares on short notice.  A limited trading market could also result in a wider spread between the bid and ask price for the stock, meaning the highest price being offered for shares for sale at any particular time may be further from the lowest price being offered by buyers for the stock at that moment than if the stock were more actively traded (the difference between the bid and ask price being the "spread" for the stock).  This could make it more difficult to sell a large number of shares at one time and could mean the sale of a large number of shares at one time could depress the market price.  See "Market for the Common Stock."

We have significant discretion over the investment of the offering proceeds and may not be able to achieve acceptable returns on the proceeds from the offering.

Mid-Southern Bancorp intends to contribute between $7.7 million and $10.6 million of the net proceeds of the offering (or $12.2 million at the adjusted maximum of the offering range) to Mid-Southern Savings Bank. We will use a portion of the remaining net proceeds retained to finance the purchase of common stock in the offering by the employee stock ownership plan and may use the remaining net proceeds to pay cash dividends to stockholders, repurchase shares of common stock, purchase securities, and for other general corporate purposes.  Mid-Southern Savings Bank may use the proceeds it receives to support its lending activities, to develop other products and services and for other general corporate purposes.  The net proceeds retained also may be used for future business expansion through acquisitions of banks, thrifts and other financial services companies, and opening or acquiring branch offices.  We have not, however, identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of these applications.  Our failure to utilize these funds effectively could reduce our profitability.  We have not established a timetable for the effective deployment of the proceeds on a long-term basis, and we cannot predict how long we will need to deploy the proceeds effectively.  Investing the offering proceeds in securities until we are able to deploy the proceeds will provide lower margins than we generally earn on loans, potentially adversely affecting stockholder returns, including earnings per share, return on assets and return on equity.

Our return on equity initially will be low compared to our historical performance.  A lower return on equity may negatively impact the trading price of our common stock.

Net income divided by average stockholders' equity, known as "return on average equity" is a ratio many investors use to compare the performance of a financial institution to its peers.  Our return on average equity ratio for the years ended December 31, 2017 and 2016 was 5.10% and 5.08%, respectively, compared to an average  return on equity of 7.29% based on trailing twelve-month earnings for all publicly traded fully converted savings institutions as of December 31, 2017.  Although we expect that our net income will increase following the offering, our return on average equity may decrease as a result of the additional capital that we will raise in the offering.  For example, our pro forma return on equity for the year ended December 31, 2017 was 2.60%, assuming the sale of shares at the maximum of the offering range.  Over time, we intend to use the net proceeds from the offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is comparable to our historical performance.  This goal may take a number of years to achieve, and we cannot assure you that we will be able to achieve it.  Consequently, you should not expect a return on equity similar to our current return on equity in the near future.  Failure to achieve a competitive return on equity may make an investment in our common stock unattractive to some investors and may cause our common stock to trade at lower prices than comparable companies with higher returns on equity.  See "Pro Forma Data" for an illustration of the financial impact of the offering.

30

The implementation of the stock-based incentive plan may dilute your ownership interest.

We intend to adopt a new stock-based incentive plan following the offering, subject to receipt of stockholder approval.  This stock-based incentive plan may be funded either through open market purchases or from the issuance of authorized but unissued shares of common stock of Mid-Southern Bancorp.  While our intention is to fund this plan through open market purchases, stockholders would experience a 9.4% reduction in ownership interest at the adjusted maximum of the offering range in the event newly issued shares of our common stock are used to fund stock options and shares of restricted common stock under the plan in an amount equal to up to 10.0% and 4.0%, respectively, of the shares sold in the offering.  See "Pro Forma Data" and "Management – Benefits to Be Considered Following Completion of the Conversion."

Additional expenses following the conversion from the compensation and benefit expenses associated with the implementation of the new stock-based incentive benefit plan will adversely affect our profitability.

We intend to adopt a new stock-based incentive plan after the offering, subject to stockholder approval, pursuant to which plan participants would be awarded restricted shares of our common stock (at no cost to them) and options to purchase shares of our common stock in an amount equal to up to 4.0% and 10.0%, respectively, of the shares sold in the offering.  Following the offering, our non-interest expenses are likely to increase as we will recognize additional annual employee compensation and benefit expenses related to the shares granted to employees and executives under our stock-based incentive plan.  We cannot predict the actual amount of these new stock-related compensation and benefit expenses because applicable accounting practices require that expenses be based on the fair market value of the shares of common stock at specific points in the future; however, we expect them to be material.  In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants' accounts (i.e., as the loan used to acquire these shares is repaid), 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 has been estimated to be approximately $157,000 ($148,000 after tax), assuming all options are granted under the plan, 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 purchase price as fair market value.  Actual expenses, however, may be higher or lower, depending on the price of our common stock.  See "Pro Forma Data" and "Management – Benefits to Be Considered Following Completion of the Conversion."

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company, our financial statements may not be comparable to companies that comply with these accounting standards as of the public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with these accounting standards as of the public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, financial results or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock. We cannot predict if investors will find our common stock less attractive because we plan to rely on this exemption. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations.  We believe the net proceeds of this offering will be sufficient to permit Mid-Southern Savings Bank to maintain regulatory capital compliance for the foreseeable future.  Nonetheless, we may at some point need to raise additional capital to support continued growth.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance.  Accordingly, we may not be

31

able to raise additional capital if needed on terms that are acceptable to us, or at all.  If we cannot raise additional capital when needed, our operations could be materially impaired and our financial condition and liquidity could be materially and adversely affected.  In addition, if we are unable to raise additional capital when required by the Federal Reserve or the OCC, we may be subject to adverse regulatory action.  See "Supervision and Regulation"

Various factors may make takeover attempts more difficult to achieve.

Our board of directors has no current intention to sell control of Mid-Southern Bancorp.  Provisions of our articles of incorporation and bylaws, federal regulations, Indiana law, shares of restricted stock and stock options that we have granted or may grant to employees and directors, the level of stock ownership by our management and directors and employment agreements that we have entered into with our executive officers, and various other factors may discourage attempts or make it more difficult for companies or persons to acquire or assume control of Mid-Southern Bancorp without the consent of our board of directors.  Our stockholders may want a takeover attempt to succeed because, for example, a potential acquirer could offer a premium over the then prevailing price of our common stock or they might otherwise think such a transaction is in their best interests.  For additional information, see "Restrictions on Acquisition of Mid-Southern Bancorp," "Management – Employment Agreements," and "– Benefits to be Considered Following Completion of the Conversion."

There will be a decrease in stockholders' rights for existing stockholders of Mid-Southern Savings Bank

As a result of the conversion, existing stockholders of Mid-Southern Savings Bank will become stockholders of Mid-Southern Bancorp.  Some rights of stockholders of Mid-Southern Bancorp will be reduced compared to the rights stockholders currently have in Mid-Southern Savings Bank.  The reduction in stockholder rights results from differences between the federal and Indiana charters and bylaws, and from distinctions between federal and Indiana law.  Many of the differences in stockholder rights under the articles of incorporation and bylaws of Mid-Southern Bancorp are not mandated by Indiana law but have been chosen by management as being in the best interests of Mid-Southern Bancorp and its stockholders.  The articles of incorporation and bylaws of Mid-Southern Bancorp include the following provisions: (i) approval by at least a majority of outstanding shares required to remove a director for cause; (ii) greater lead time required for stockholders to submit proposals for new business or to nominate directors; and (iii) approval by at least two thirds of outstanding shares of capital stock entitled to vote generally is required to amend the bylaws and certain provisions of the articles of incorporation.  See "Comparison of Stockholders' Rights For Existing Stockholders of Mid-Southern Savings Bank" for a discussion of these differences.

32

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATAOF MID-SOUTHERN SAVINGS BANK, FSB

The summary financial information presented below is derived in part from the consolidated financial statements of Mid-Southern Savings Bank, FSB.  The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1.  The information at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 is derived in part from the audited consolidated financial statements of Mid-Southern Savings Bank, FSB that appear in this prospectus.  The following information is only a summary and you should read it in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and notes thereto contained elsewhere in this prospectus.

	December 31,
	2017		2016
	(In thousands)
Selected Financial Condition Data:
Total assets	$	176,677	$	177,626
Cash and cash equivalents		7,464		8,311
Loans receivable, net(1)		114,896		114,522
Investment securities available-for-sale,   at fair value		45,716		44,139
Investment securities, held to maturity		163		286
Deposits		151,893		154,058
Total stockholders' equity		24,154		22,925

	Years Ended December 31,
	2017			2016
	(In thousands)
Selected Operations Data:
Interest income	$	6,478		$	6,398
Interest expense		655			714
Net interest income		5,823			5,684
Provision for loan losses		(700	)		(449	)
Net interest income after provision
for loan losses		6,523			6,133
Noninterest income		884			883
Noninterest expenses		5,252			5,371
Income before income taxes		2,155			1,645
Income tax expense		982			507
Net income	$	1,173		$	1,138

 (1) Net of allowances for loan losses, loans in process and deferred loan fees.

33

	At or For the
	Years Ended December 31,
	2017		2016
Selected Financial Ratios and Other Data:
Performance ratios:
Return on average assets	0.67	%	0.64	%
Return on average stockholders' equity	5.10		5.08
Interest rate spread(1)	3.40		3.27
Net interest margin(2)	3.50		3.37
Efficiency ratio(3)	78.3		81.8
Average interest-earning assets to average
interest-bearing liabilities	125.1		122.1
Total loans to deposits ratio	76.8		76.0
Average stockholders' equity to average assets	13.1		12.5
Stockholders' equity to total assets at end of period	13.7		12.9
Capital ratios:
Total risk-based capital (to risk-weighted assets)	23.4		22.2
Tier 1 core capital (to risk-weighted assets)	22.1		21.0
Common equity Tier 1 (to risk-weighted assets)	22.1		21.0
Tier 1 leverage (to average adjusted total assets)	13.5		12.8
Asset quality ratios:
Allowance for loan losses as a percent of total loans	1.5		2.1
Allowance for loan losses as percent of non-performing       loans	91.7		104.4
Net charge-offs to average outstanding loans during the        period	0.1		0.2
Non-performing loans as a percent of total loans	1.6		2.1
Non-performing assets as a percent of total assets(4)	1.2		1.5
Other data:
Number of full service offices	3		3
Full-time equivalent employees	38		34

_________________________________

(1) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of funds on average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34%.

(2) Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34%.

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

(4) Non-performing assets consists of non-performing loans (which include non-accruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.

34

FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements."  You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project," "could," "intend," "target" and other similar words and expressions of the future.  These forward-looking statements include, but are not limited to:

• changes in economic conditions, either nationally or in our market area;

• fluctuations in interest rates;

• the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of our allowance for loan losses;

• the possibility of other-than-temporary impairments of securities held in our securities portfolio;

• our ability to access cost-effective funding;

• fluctuations in the demand for loans, the number of unsold homes, land and other properties, and fluctuations in real estate values and both residential and commercial and multifamily real estate market conditions in our market area;

• secondary market conditions for loans and our ability to sell loans in the secondary market;

• our ability to attract and retain deposits;

• 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 expected cost savings and other benefits within the anticipated time frames or at all;

• legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or  the interpretation of regulatory capital or other rules;

• monetary and fiscal policies of the Federal Reserve and the U.S. Government and other governmental initiatives affecting the financial services industry;

• results of examinations of Mid-Southern Bancorp and Mid-Southern Savings Bank by their regulators, including the possibility that the regulators may, among other things, require us to increase our allowance for loan losses or to write-down assets, change Mid-Southern Savings Bank's regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;

• increases in premiums for deposit insurance;

• our ability to control operating costs and expenses;

• the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;

• difficulties in reducing risks associated with the loans on our balance sheet;

• staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;

35

• disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions;

• our ability to retain key members of our senior management team;

• costs and effects of litigation, including settlements and judgments;

• our ability to implement our business strategies;

• increased competitive pressures among financial services companies;

• changes in consumer spending, borrowing and savings habits;

• the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

• our ability to pay dividends on our common stock;

• adverse changes in the securities markets;

• the inability of key third-party providers to perform their obligations to us;

• statements with respect to our intentions regarding disclosure and other changes resulting from the JOBS Act;

• changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; and

• other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described from time to time in our filings with the SEC.

Some of these and other factors are discussed in this prospectus under the caption "Risk Factors" and elsewhere in this prospectus.  Such developments could have an adverse impact on our financial position and our results of operations.

Any of the forward-looking statements are based upon management's beliefs and assumptions at the time they are made.  We undertake no obligation to publicly update or revise any forward-looking statements included in this prospectus or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this prospectus might not occur and you should not put undue reliance on any forward-looking statements.

36

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

The following table shows how we intend to use the net proceeds of the offering.  The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering and the merger.  See "Pro Forma Data" for the assumptions used to arrive at these amounts.

	Based Upon the Sale at $10.00 Per Share of
	1,645,286 Shares						1,935,630 Shares						2,225,975 Shares						2,559,871 Shares (1)
	Amount			Percentof NetProceeds			Amount			Percentof NetProceeds			Amount			Percentof NetProceeds			Amount			Percentof NetProceeds
	(Dollars in thousands)
Offering proceeds	$	16,453			--		$	19,356			--		$	22,260			--		$	25,599		--
Less offering expenses		(1,150	)		--			(1,150	)		--			(1,150	)		--			(1,250	)	--
Net offering proceeds	$	15,303			100.00	%	$	18,206			100.0	%	$	21,110			100.00	%	$	24,349		100.00	%
Less:
Proceeds contributed to :
Mid-Southern Savings Bank	$	(7,652	)		(50.00	)%	$	(9,103	)		(50.00	)%	$	(10,555	)		(50.00	)%	$	(12,175	)	(50.00	)%
Proceeds loaned to ESOP	$	(1,316	)		(8.60	)%	$	(1,549	)		(8.52	)%	$	(1,781	)		(8.44	)%	$	(2,048	)	(8.41	)%
Proceeds retained by Mid-Southern    Bancorp	$	6,335			41.40	%	$	7,554			41.48	%	$	8,774			41.56	%	$	10,126		41.59	%

______________________

(1)As adjusted to give effect to an increase in the number of shares, which could occur as a result of a 15% increase in the offering range.

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Mid-Southern Savings 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 a larger percentage of shares than we have assumed are sold in the syndicated community offering rather than in the subscription and community offerings.

Mid-Southern Bancorp May Use the Proceeds it Retains From the Offering:

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

· to pay cash dividends to stockholders;

· to repurchase shares of our common stock for, among other things, the funding of our stock-based incentive plan;

· to invest in securities; and

· for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investments and government agency backed mortgage-backed securities, as well as investment-grade debt obligations.

Under current Federal Reserve Board regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion, except to fund certain stock-based plans or, with prior regulatory approval, when extraordinary circumstances exist.

Mid-Southern Savings Bank May Use the Net Proceeds it Receives From the Offering:

· to support organic growth by increasing its lending in the communities we serve;

· to finance the possible future acquisition of other financial institutions  or branches from other financial institutions or build or lease new branch facilities primarily in, or adjacent to, our current market area, although we do not currently have any agreements or understandings regarding any specific acquisition transaction;

37

· to enhance existing products and services and support the development of new products and services by investing, for example, in technology to support growth and enhanced customer service;

· to invest in securities; and

· for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investments and government agency backed mortgage-backed securities, as well as investment-grade debt obligations.  The use of proceeds may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions and overall market conditions.  Our business strategy for the deployment of the net proceeds raised in the offering is discussed in more detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations – Business Strategy."

Our return on equity may be relatively low until we are able to effectively reinvest the additional capital raised in the offering.  Until we can increase our net income, our return on equity may be below the industry average, which may negatively affect the value of our common stock.  See "Risk Factors – Our return on equity initially will be low compared to our historical performance.  A lower return on equity may negatively impact the trading price of our common stock."

OUR POLICY REGARDING DIVIDENDS

Mid-Southern Savings Bank does not currently pay a regular cash dividend on its common stock; however, we did pay a special cash dividend of $0.06 per share in May 2017. After the conversion, we intend to pay cash dividends on a quarterly basis, the amount of which will be determined following completion of the conversion, taking into account the total number of shares issued in the conversion and the exchange ratio received by existing public stockholders.  The dividend rate and the continued payment of dividends also will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions.  No assurance can be given that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future. Mid-Southern Bancorp will not be permitted to pay dividends on its common stock if its stockholders' equity would be reduced below the amount of the liquidation account established by Mid-Southern Bancorp in connection with the conversion. The source of dividends will depend on the net proceeds retained by Mid-Southern Bancorp and earnings thereon, and dividends from Mid-Southern Savings Bank. In addition, Mid-Southern Bancorp will be subject to state law limitations and federal bank regulatory policy on the payment of dividends. Maryland law generally limits dividends if the corporation would not be able to pay its debts in the usual course of business after giving effect to the dividend or if the corporation's total assets would be less than the corporation's total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.

After the completion of the conversion, Mid-Southern Savings Bank will not be permitted to pay dividends on its capital stock to Mid-Southern Bancorp, its sole stockholder, if Mid-Southern Savings Bank's stockholder's equity would be reduced below the amount of the liquidation account established in connection with the conversion. In addition, Mid-Southern Savings Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. Mid-Southern Savings Bank must file an application with the Federal Reserve Board for approval of a capital distribution if the total capital distributions for the applicable calendar year exceed the sum of Mid-Southern Savings Bank's net income for that year to date plus its retained net income for the preceding two years, or Mid-Southern Savings Bank would not be at least adequately capitalized following the distribution.

38

Any payment of dividends by Mid-Southern Savings Bank to Mid-Southern Bancorp that would be deemed to be drawn from Mid-Southern Savings Bank's bad debt reserves established prior to 1988, if any, would require a payment of taxes at the then-current tax rate by Mid-Southern Savings Bank on the amount of earnings deemed to be removed from the pre-1988 bad debt reserves for such distribution. Mid-Southern Savings Bank does not intend to make any distribution that would create such a federal tax liability. See "The Conversion and Offering—Liquidation Rights." For further information concerning additional federal law and regulations regarding the ability of Mid-Southern Savings Bank to make capital distributions, including the payment of dividends to Mid-Southern Bancorp, see "Federal and State Taxation—Federal Income Taxation."

We will file a consolidated federal tax return with Mid-Southern Savings Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, during the three-year period following the conversion, we will not be permitted to make any capital distribution to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

MARKET FOR THE COMMON STOCK

Mid-Southern Savings Bank common stock is currently quoted on the OTC Pink Marketplace under the symbol "MSVB." Upon completion of the offering, the shares of common stock of Mid-Southern Bancorp will replace Mid-Southern Savings Bank shares of common stock.  We expect that Mid-Southern Bancorp's shares of common stock will trade on the Nasdaq Capital Market under the trading symbol "MSVB".  Keefe, Bruyette & Woods, Inc. intends to become a market maker in our common stock following the stock offering, but is under no obligation to do so.  There can be no assurance that an active and liquid trading market for our common stock will develop or, if developed, be maintained.  In order to list our common stock on the Nasdaq Capital Market, we are required to have at least three broker-dealers who will make a market in our common stock.

The development 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 our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold.  You may not be able to sell your shares at or above the $10.00 price per share in the offering.

The following table sets forth the high and low trading prices for shares of Mid-Southern Savings Bank common stock and cash dividends paid per share for the periods indicated.  As of December 31, 2017, Mid-Southern Savings Bank had approximately 203 stockholders of record and there were 428,530 shares of Mid-Southern Savings Bank common stock issued and outstanding (excluding shares held by Mid-Southern, M.H.C).

39

Year Ending December 31, 2018	High		Low		Dividend PaidPer Share
First quarter	$		$		$
Second quarter (through ______ ___, 2018)
Year Ended December 31, 2017
Fourth quarter	$	22.45	$	19.00	$	0.00
Third quarter		19.00		18.10		0.00
Second quarter		20.80		18.10		0.06
First quarter		22.00		15.98		0.00
Year Ended December 31, 2016
Fourth quarter	$	22.00	$	15.01	$	0.00
Third quarter		15.25		14.60		0.00
Second quarter		15.00		14.12		0.00
First quarter		14.55		13.85		0.00

On January 22, 2018, the closing price on the last trading  day immediately preceding the public announcement of the conversion, the closing price of Mid-Southern Savings Bank common stock as reported on the OTC Pink Marketplace was $20.65 per share.  On _______ ___, 2018, the closing price of Mid-Southern Savings Bank's common stock was $____.

40

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2017, Mid-Southern Savings Bank exceeded all of the applicable regulatory capital requirements.  The table below sets forth the historical equity capital and regulatory capital of Mid-Southern Savings Bank at December 31, 2017, and the pro forma regulatory capital of Mid-Southern Savings Bank, after giving effect to the sale of Mid-Southern Bancorp's shares of common stock at a $10.00 per share purchase price.  The table assumes the receipt by Mid-Southern Savings Bank of an amount sufficient for Mid-Southern Savings Bank to have 10% total risk-based capital upon completion of the offering, and 50% of the net proceeds from the offering.  See "How We Intend to Use the Proceeds from the Offering."

	Mid-Southern Savings BankHistorical at					Pro Forma at December 31, 2017 Based Upon the Sale at $10.00 Per Share
	December 31, 2017					1,645,286 Shares					1,935,630 Shares					2,225,975 Shares					2,559,871 Shares(1)
	Amount		PercentofAssets(2)			Amount		PercentofAssets(2)			Amount		PercentofAssets(2)			Amount		PercentofAssets(2)			Amount		PercentofAssets(2)
	(Dollars in thousands)
Equity capital	$	24,154		13.7	%	$	30,489		16.5	%	$	31,708		17.1	%	$	32,928		17.6	%	$	34,280		18.1	%
Tier 1 leverage capital
Capital (2)(3)		24,201		13.5	%		30,536		16.4	%	$	31,755		16.9	%	$	32,975		17.4	%	$	34,327		18.0	%
Requirement((4)		8,942		5.0			9,324		5.0			9,397		5.0			9,470		5.0			9,551		5.0
Excess		15,259		8.5	%		21,212		11.4	%	$	22,358		11.9	%	$	23,505		12.4	%	$	24,776		13.0	%
Tier 1 Risk-based capital
Capital (2) (3) (5) (6)		24,201		22.1	%		30,536		27.5	%	$	31,755		28.6	%	$	32,975		29.6	%	$	34,327		30.7	%
Requirement		8,750		8.0			8,872		8.0			8,895		8.0			8,919		8.0			8,945		8.0
Excess		15,451		14.1	%		21,664		19.5	%	$	22,860		20.6	%	$	24,056		21.6	%	$	25,382		22.7	%
Total risk-based capital
Capital (2) (3) (5) (6)		25,572		23.4	%		31,907		28.8	%	$	33,126		29.8	%	$	34,346		30.8	%	$	35,698		31.9	%
Requirement		10,937		10.0			11,090		10.0			11,119		10.0			11,148		10.0			11,181		10.0
Excess		14,635		13.4	%		20,817		18.8	%	$	22,007		19.8	%	$	23,198		20.8	%	$	24,517		21.9	%
Reconciliation:
Net proceeds of offering						$	15,303				$	18,206				$	21,110				$	24,349
Proceeds to Bank							7,652					9,103					10,555					12,175
Less stock acquired by ESOP							1,316					1,549					1,781					2,048
Pro forma increase in GAAP and     regulatory capital						$	6,335				$	7,554				$	8,774				$	10,127

41

______________________

(1) Based on assets of $176.7 million for the equity capital ratio, $178.8 million for the purpose of leverage capital requirements, and risk-weighted assets of $109.4 million for the purposes of the Tier 1 risk-based, total risk-based and common equity Tier 1 risk-based capital requirements.

(2) 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 capital levels assume receipt by Mid-Southern Savings Bank of 50% of the net proceeds from the sale of common stock at all the offering ranges.

(4) The current Tier 1 leverage requirement for Mid-Southern Savings Bank is 3% of total adjusted assets for those institutions receiving the highest supervisory rating for safety and soundness and a 4% to 5% requirement for all other institutions.

(5) Pro forma amounts and percentages assume net proceeds are invested in assets that carry 20% risk-weighted.

(6) Historical risk-based capital is comprised of Tier 1 capital of $25.6 million plus Mid-Southern Savings Bank's total allowance for loan and lease losses of $1.4 million.

42

CAPITALIZATION

The following table presents the historical consolidated capitalization of Mid-Southern Savings Bank at December 31, 2017 and the pro forma consolidated capitalization of Mid-Southern Bancorp after giving effect to the offering, based upon the assumptions set forth in the "Pro Forma Data" section.

	Mid-Southern Savings Bank			Mid-Southern Bancorp $10.00 Per Share Pro Forma Based on the Sale of
	Historical at December 31, 2017			Minimum 1,645,286 Shares			Midpoint 1,935,630 Shares			Maximum 2,225,975 Shares			Maximum As adjusted 2,559,871Shares(1)
	(Dollars in thousands)
Deposits	$	151,893		$	151,893		$	151,893		$	151,893		$	151,893
Borrowings		--			--			--			--			--
Total deposits and borrowings	$	151,893		$	151,893		$	151,893		$	151,893		$	151,893
Stockholders' equity
Common stock, $.01 par value, 10,000,000 shares authorized, 1,471,612 issued; assumed outstanding as shown(2)(3)		1,471			2,295			2,700			3,105			3,571
Additional paid-in capital(3)		3,501			18,811			21,309			23,808			26,581
Retained earnings(4)		19,326			19,326			19,326			19,326			19,326
Unrealized loss		(46	)		(46	)		(46	)		(46	)		(46	)
MHC Consolidation
Less:
Treasury stock		(95	)		--			--			--			--
Unearned stock compensation         plan		(3	)		(3	)		(3	)		(3	)		(3	)
Common stock acquired by          ESOP (5)		--			(1,316	)		(1,549	)		(1,781	)		(2,048	)
Common stock to be acquired           for restricted stock awards(6)		--			(658	)		(774	)		(890	)		(1,024	)
Total stockholders' equity	$	24,154		$	38,409		$	40,963		$	43,519		$	46,357
Pro Forma Shares Outstanding
Shares offered for sale		--			1,645,286			1,935,630			2,225,975			2,559,871
Exchange shares issued		--			649,715			764,370			879,026			1,010,879
Total shares outstanding		1,471,612			2,295,001			2,700,000			3,105,001			3,570,750
Assets		176,677			190,932			193,487			196,042			198,880
Total equity/assets		13.67	%		20.12	%		21.17	%		22.20	%		23.31	%
Tangible equity/assets		13.67	%		20.12	%		21.17	%		22.20	%		23.31	%

______________________

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

(2) Mid-Southern Savings Bank currently has 1,000,000 authorized shares of preferred stock, $1.00 par value per share, none of which is outstanding and 10,000,000 authorized shares of common stock, par value $1.00 per share.  On a pro forma basis, Mid-Southern Bancorp common stock and additional paid-in capital have been revised to reflect the number of shares of Mid-Southern Bancorp common stock to be outstanding, which is 2,295,000  shares, 2,700,000  shares, 3,105,000 shares and 3,570,750 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively.

(3) No effect has been given to the issuance of additional shares of Mid-Southern Bancorp common stock pursuant to stock options to be granted under a stock-based incentive plan.  If this plan is implemented within one year of the completion of the offering, an amount up to 10% of the shares of Mid-Southern Bancorp common stock issued in the conversion will be reserved for issuance upon the exercise of options, less the amount available under the existing stock-based incentive plan.  We may exceed this limit if the plan is implemented more than one year following the completion of the offering.  No effect has been given to the exercise of options currently outstanding.  See "Management – Benefits to be Considered Following Completion of the Conversion."

43

(4) The retained earnings of Mid-Southern Savings Bank will be substantially restricted after the conversion.  See "The Conversion and Offering – Liquidation Rights" and "Supervision and Regulation."

(5) Assumes that 8% of the shares sold in the offering will be acquired by the employee stock ownership plan financed by a loan from Mid-Southern Bancorp.  The loan will have a term of 20 years and an interest rate equal to the prime rate as published in The Wall Street Journal, and be repaid principally from Mid-Southern Savings Bank's contributions to the employee stock ownership plan.  Since Mid-Southern Bancorp will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on Mid-Southern Bancorp's consolidated financial statements.  Accordingly, the amount of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders' equity.

(6) Assumes at the minimum, midpoint, maximum and adjusted maximum of the offering range that a number of shares of common stock equal to 4% of the shares of common stock to be sold in the offering will be purchased by the stock-based incentive plan in open market purchases.  The stock-based incentive plan will be submitted to a vote of stockholders following the completion of the offering.  The funds to be used by the stock-based incentive plan to purchase the shares will be provided by Mid-Southern Bancorp.  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 subscription price in the offering.  As Mid-Southern Bancorp accrues compensation expense to reflect the vesting of shares pursuant to the stock-based incentive plan, the credit to capital will be offset by a charge to operations.  Implementation of the stock-based incentive plan will require stockholder approval.  If the shares to fund the plan (restricted stock awards and stock options) are assumed to come from authorized but unissued shares of Mid-Southern Bancorp, the number of outstanding shares at the minimum, midpoint, maximum and adjusted maximum of the offering range would be 2,525,340, 2,970,988, 3,416,637 and 3,929,132, respectively, total stockholders' equity would be $38.6 million, $41.2 million, $43.7 million and $46.6 million, respectively, and total stockholders' ownership in Mid-Southern Bancorp would be diluted by approximately 9.0% at the maximum of the offering range.

44

PRO FORMA DATA

The following tables summarize historical data of Mid-Southern Savings Bank and pro forma data at and for the year ended December 31, 2017.  This information is based on assumptions set forth below and in the tables, and should not be used as a basis for projections of market value of the shares of common stock following the offering.  Moreover, pro forma stockholders' equity per share does not give effect to the liquidation account to be established in the conversion or, in the unlikely event of a liquidation of Mid-Southern Savings Bank, to the recoverability of intangible assets or the tax effect of the recapture of the bad debt reserve.  See "The Conversion and Offering – Liquidation Rights."

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

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

(ii) our employee stock ownership plan will purchase 8% of the shares of common stock sold in the offering, which will be funded with a loan from Mid-Southern Bancorp.  The loan will be repaid in substantially equal payments of principal and interest over a period of 20 years;

(iii) Keefe, Bruyette & Woods, Inc. will receive a fee equal to 1.25% of the shares sold with a minimum of $300,000 and a maximum of $375,000;

(iv) total expenses of the offering, including the marketing fees to be paid to Keefe, Bruyette & Woods, Inc. and other broker-dealers, will be between $410,000 at the minimum of the offering  range and $450,654 at the adjusted maximum of the offering range.

We calculated pro forma consolidated net income for the year ended December 31, 2017 as if the estimated net proceeds we received had been invested at the beginning of the period at an assumed interest rate of 1.89% (1.49% on an after-tax basis) for the year ended December 31, 2017.  This interest rate represents the yields on the five year U.S. Treasury Note as of December 31, 2017.  We consider the resulting rate to reflect more accurately the pro forma reinvestment rate than an arithmetic average method in light of current market interest rates.  The effect of withdrawals from deposit accounts for the purchase of shares of common stock has not been reflected.  Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of common stock.  No effect has been given in the pro forma stockholders' equity calculations for the assumed earnings on the net proceeds.

The pro forma tables give effect to the implementation of one or more stock-based incentive plans.  Subject to the receipt of stockholder approval, we have assumed that the stock-based incentive 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 stock offering at the same price for which they were sold in the stock offering.  We assumed that shares of common stock are granted under the plans in awards that vest over a five-year period.

We have also assumed that the stock-based incentive plans will grant options to acquire shares of common stock equal to 10% of the shares of common stock sold in the stock offering.  In preparing the tables below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years.  We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.06 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 13.73% for the shares of common stock, a dividend yield of 0.0%, an expected option life of10years and a risk-free interest rate of 2.87%.

We may grant options and award shares of common stock under one or more stock-based incentive plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the stock offering if the stock-based incentive plans are adopted more than one year following the stock offering.

As discussed under "How We Intend to Use the Proceeds from the Offering," we intend to contribute at least 50% of the net proceeds from the stock offering to Mid-Southern Savings Bank, and we will retain the

45

remainder of the net proceeds from the stock offering.  We will use a portion of the proceeds we retain for the purpose of making a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

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

· our results of operations after the stock offering; or

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

The following pro forma information may not represent the financial effects of the stock offering at the date on which the stock offering actually occurs and you should not use the table to indicate future results of operations.  Pro forma stockholders' equity represents the difference between the stated amount of our assets and liabilities, computed in accordance with U.S. generally accepted accounting principles ("GAAP").  We did not increase or decrease stockholders' equity to reflect the difference between the carrying value of loans and other assets and their market value.  Pro forma stockholders' equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated.  Per share figures have been calculated based on shares of Mid-Southern Savings Bank issued and outstanding as of the date of the prospectus.

46

	At or for the Year Ended December 31, 2017 Based Upon the Sale at $10.00 Per Share of
	1,645,286 shares (Minimum of range)			1,935,630 shares (Midpoint of range)			2,225,975 shares (Maximum of range)			2,559,871 shares (15% above maximum)(1)
	(Dollars in thousands, except per share amounts)
Pro forma market capitalization	$	22,950		$	27,000		$	31,050		$	35,708
Less exchange shares		6,497			7,644			8,790			10,109
Gross proceeds of public offering		16,453			19,356			22,260			25,599
Less offering expenses		(1,150	)		(1,150	)		(1,150	)		(1,250	)
Estimated net conversion proceeds		15,303			18206			21,110			24,349
Plus MHC assets reinvested		926			926			926			926
Less ESOP shares		(1,316	)		(1,549	)		(1,781	)		(2,048	)
Less Restricted stock award shares		(658	)		(774	)		(890	)		(1,024	)
Estimated proceeds available          for investment	$	14,255		$	16,809		$	19,365		$	22,203
Consolidated net income
Historical	$	1,173		$	1,173		$	1,173		$	1,173
Pro forma adjustments:
Net income from proceeds		213			251			289			332
ESOP (2)		(52	)		(61	)		(70	)		(81	)
Restricted stock awards (3)		(104	)		(122	)		(141	)		(162	)
Stock options (4)		(95	)		(112	)		(129	)		(148	)
Pro forma net income	$	1,135		$	1,129		$	1,122		$	1,114
Net income per share
Historical	$	0.54		$	0.46		$	0.40		$	0.35
Pro forma adjustments:
Net income from proceeds		0.10			0.10			0.10			0.10
ESOP (2)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Restricted stock awards(3)		(0.05	)		(0.05	)		(0.05	)		(0.05	)
Stock Options (4)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Pro forma net income (5)(6)	$	0.53		$	0.45		$	0.39		$	0.34
Pro forma price to earnings per share		19.12	x		22.61	x		26.17	x		30.31	x
Number of shares for earnings (5)		2,169,958			2,552,893			2,935,826			3,376,200
Stockholders' equity:
Historical	$	24,154		$	24,154		$	24,154		$	24,154
Estimated net  conversion proceeds		15,303			18,206			21,110			24,349
M.H.C. capital consolidation		926			926			926			926
Less: Common stock acquired by:
ESOP (2)		(1,316	)		(1,549	)		(1,781	)		(2,048	)
Restricted stock awards(3)		(658	)		(774	)		(890	)		(1,024	)
Pro forma equity	$	38,409		$	40,963		$	43,519		$	46,357
Pro forma tangible equity	$	38,409		$	40,963		$	43,519		$	46,357

(footnotes begin on page 48)

47

	At or for the Year Ended December 31, 2017 Based Upon the Sale at $10.00 Per Share of
	1,645,286 $10.00 per share (Minimum of range)			1,935,630 $10.00 per share (Midpoint of range)			2,225,975 $10.00 per share (Maximum of range)			2,559,871 $10.000 per share (15% above maximum)(1)
	(Dollars in thousands, except per share amounts)
Stockholders' equity per share
Historical	$	10.52		$	8.95		$	7.78		$	6.76
Estimated net conversion proceeds		6.67			6.74			6.80			6.82
M.H.C. capital consolidation		0.40			0.34			0.30			0.26
Less: Common stock acquired by:
ESOP (2)		(0.57	)		(0.57	)		(0.57	)		(0.57	)
Restricted stock awards(3)		(0.29	)		(0.29	)		(0.28	)		(0.29	)
Pro forma equity per share	$	16.73		$	15.17		$	14.02		$	12.98
Less: Intangible assets		--			--			--			--
Pro forma tangible equity per share	$	16.73		$	15.17		$	14.02		$	12.98
Pro form price to book value		59.8	%		65.9	%		71.3	%		77.0	%
Pro forma price to tangible book value		59.8	%		65.9	%		71.3	%		77.0	%
Number of shares for total and       tangible book value (8)		2,295,000			2,700,000			3,105,000			3,570,750
Public shares outstanding (9)		430,862			430,862			430,862			430,862
Exchange Ratio		1.5079			1.7740			2.0402			2.3462

_______________________

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

(2) Assumes that 8% of shares of common stock sold in the offering will be purchased by the employee stock ownership plan.  For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Mid-Southern Bancorp.  The loan will have a term of 20 years and an interest rate that is determined to be reasonable by the employee stock ownership plan fiduciaries.  Mid-Southern Savings 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.  Mid-Southern Savings Bank's total annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest.  Current accounting guidance 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: (i) 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 Mid-Southern Savings Bank; (ii) the fair value of the common stock remains equal to the $10.00 subscription price; and (iii) the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 21%.  The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders' equity.  No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan.  The pro forma net income further assumes that 6,581, 7,743, 8,904 and 10,240 shares were committed to be released during the during the year ended December 31, 2017 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and in accordance with ASC 718, only the employee stock ownership plan shares committed to be released during the periods were considered outstanding for purposes of net income per share calculations.

(3) Gives effect to the grant of stock awards pursuant to the stock-based incentive plan expected to be adopted by Mid-Southern Bancorp following the offering and presented to stockholders for approval not earlier than 12 months after the completion of the offering.  We have assumed that at the minimum, midpoint, maximum and maximum as adjusted, of the offering range this plan acquires a number of shares of restricted common stock equal to 4% of the shares sold in the offering, either through open market purchases, from authorized but unissued shares of common stock or treasury stock of Mid-Southern Bancorp.  Funds used by the stock-based incentive plan to purchase the shares of common stock will be contributed by Mid-Southern Bancorp.  In calculating the pro forma effect of the stock-based incentive plan, the table assumes that (i) the shares to be awarded under the stock-based incentive plan are acquired through open market purchases at $10.00 per share, (ii) 20% of the amount contributed for restricted stock awards is expensed during the year ended December 31, 2017 (based on a five-year vesting period), and (iii) the stock-based incentive plan expense reflects an effective combined federal and state tax rate of 21%.  There can be no assurance that the actual purchase price of the shares of common stock granted under the stock-based incentive plan will be equal to the $10.00 subscription price.  If shares are acquired from authorized but unissued shares of common stock or from treasury shares of Mid-Southern Bancorp, our net income per share and stockholders' equity per share will decrease.  This will also have a dilutive effect of approximately 2.8% (at the maximum of

48

the offering range) on the ownership interest of stockholders. The impact on pro forma net income per share and pro forma stockholders' equity per share is not material. The following table shows pro forma net income per share for the year ended December 31, 2017 and pro forma stockholders' equity per share at December 31, 2017, based on the sale of the number of shares indicated, assuming all the shares of common stock to fund the stock awards are obtained from authorized but unissued shares.

(4) Gives effect to the granting of options pursuant to the stock-based incentive plan, which is expected to be adopted by Mid-Southern Bancorp following the offering and presented to stockholders for approval not earlier than 12 months after the completion of the offering.  We have assumed that options will be granted to acquire shares of common stock equal to 10% of the shares sold in the offering.  In calculating the pro forma effect of the stock options, it is assumed that the exercise price of the stock options and the trading price of the stock at the date of grant were $10.00 per share, and the estimated grant-date fair value pursuant to the application of the Black-Scholes option pricing model was $10.00 for each option.  The pro forma net income assumes that the options granted under the stock-based incentive plan have a value of $3.06 per option, which was determined using the Black-Scholes option pricing formula using the following assumptions: (i) the trading price on date of grant was $10.00 per share; (ii) exercise price is equal tothe trading price on the date of grant; (iii) dividend yield of 0.0%; (iv) expected life of 10 years; (v) expected volatility of 13.73%; and (vi) risk-free interest rate of 2.87%.  If the fair market value per share on the date of grant is different than $10.00, or if the assumptions used in the option pricing formula are different from those used in preparing this pro forma data, the value of options and the related expense recognized will be different.  The aggregate grant date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options.  There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share.  If a portion of the shares to satisfy the exercise of options under the stock-based incentive plan is obtained from the issuance of authorized but unissued shares of common stock, our net income and stockholders' equity per share will decrease.  This also will have a dilutive effect of up to 6.7% on the ownership interest of persons who purchase shares of common stock in the offering.

(5) The number of shares used to calculate pro forma net income per share is equal to the estimated weighted average shares outstanding as of the date of this prospectus, multiplied by the exchange ratio at the minimum, midpoint, maximum and adjusted maximum, and subtracting the employee stock ownership plan shares which have not been committed for release during the respective periods in accordance current accounting guidance.  See footnote 2, above.

(6) The retained earnings of Mid-Southern Savings Bank will be substantially restricted after the conversion.  See "Our Policy Regarding Dividends," "The Conversion and Offering – Liquidation Rights" and "Supervision and Regulation."

(7) Per share figures include publicly held shares of Mid-Southern Savings Bank common stock that will be exchanged for shares of Mid-Southern Bancorp common stock in the conversion.  Stockholders' equity per share calculations are based upon the sum of (i) the number of subscription shares assumed to be sold in the offering and (ii) shares to be issued in exchange for publicly held shares.

(8) The number of shares used to calculate pro forma stockholders' equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

(9) Includes 2,332 shares of Treasury Stock.

49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our principal business consists of attracting retail deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one- to four-family residences (including home equity loans and lines of credit), commercial and multifamily, consumer and commercial business loans and, to a lesser extent, construction and land loans.  We offer a wide variety of consumer loan products, including automobile loans, boat loans, manufactured homes not secured by permanent dwellings and recreational vehicle loans.  We intend to continue emphasizing our residential mortgage, home equity and consumer lending, while also expanding our emphasis in commercial and multifamily and commercial business lending.

Our operating revenues are derived principally from earnings on interest earning assets, service charges and fees.  Our primary sources of funds are deposits, FHLB advances and other borrowings, and payments received on loans and securities.  We offer a variety of deposit accounts that provide a wide range of interest rates and terms, generally including savings, money market, term certificate and checking accounts.  Our noninterest expenses consist primarily of salaries and employee benefits, expenses for occupancy, marketing and computer services and FDIC deposit insurance premiums.  Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits.  Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges, maintenance and costs of utilities.

Our strategic plan targets individuals, small and medium size businesses in our market area for loan and deposit growth.  In pursuit of these goals, and while managing the size of our loan portfolio, we focused on including a significant amount of commercial business and commercial and multifamily loans in our portfolio. A significant portion of these commercial and multifamily and commercial business loans have adjustable rates, higher yields or shorter terms and higher credit risk than traditional fixed-rate mortgages.  Our commercial loan portfolio (commercial and multifamily real estate, commercial construction and commercial business loans) increased to $34.6 million, or 29.7% of our total loan portfolio at December 31, 2017, from $33.1 million or 28.3% of our total loan portfolio, at December 31, 2016.  The impact of additional commercial and multifamily, commercial construction and commercial business loans has had a positive impact on our interest income and has helped to further diversify our loan portfolio mix.  In particular, our emphasis on multifamily housing has increased our commercial and multifamily loan portfolio.  At December 31, 2017, our multifamily portfolio was $6.4 million, which represented a 16.3% increase since December 31, 2016.  A related goal was to increase our core deposits, which we define as our non-certificate of deposit accounts, to fund these loans. As of December 31, 2017, core deposits, represented approximately 66.1% of total deposits, compared to 61.6% as of December 31, 2016.

Our primary market area is in Washington, Lawrence, Orange and Floyd counties, Indiana.  Adverse economic conditions in our market area can reduce our rate of growth, affect our customers' ability to repay loans and adversely impact our financial condition and earnings.  Weak economic conditions and ongoing strains in the financial and housing markets in portions of the United States, including our market area, have presented an unusually challenging environment for banks and their holding companies, including us.  This has been particularly evident in our need to provide for credit losses during these periods at significantly higher levels than our historical experience and has also adversely affected our net interest income and other operating revenues and expenses.  In addition, on April 17, 2013, Mid-Southern Savings Bank entered into the Agreement with the OCC.  Under the Agreement, Mid-Southern Savings Bank committed to:

·  ensure that qualified management is in place on a full time basis to carry out the board of directors'

policies, ensure compliance with the Agreement and applicable laws, rules and regulations, manage the day-to-day operations of Mid-Southern Savings Bank, and administer Mid-Southern Savings Bank's loan portfolio in a safe and sound manner;

· adopt, implement and ensure adherence to an independent, internal audit program covering all areas of Mid-Southern Savings Bank;

50

·   establish, implement and ensure adherence to an effective, independent and on-going loan review program to review, at least semi-annually, Mid-Southern Savings Bank's loan portfolio to assure the timely and accurate risk rating of credits and the identification of credit information, collateral documentation and policy exceptions;

·   ensure that Mid-Southern Savings Bank's internal risk ratings of commercial credit relationships as assigned by loan officers and by any independent loan reviewer, are timely, accurate and consistent with regulatory guidelines;

·  adopt, implement and ensure adherence to written polices for maintaining an appropriate allowance for loan losses in accordance with U.S. GAAP and regulatory guidelines;

·  develop, implement and ensure adherence to written commercial loan underwriting standards designed to ensure that Mid-Southern Savings Bank is granting, renewing and restructuring commercial loans in a safe and sound manner;

· adopt, implement and ensure adherence to a written program designed to ensure Mid-Southern Savings Bank obtains and analyzes current financial information and collateral documentation on commercial loans in a timely manner;

· adopt, implement and ensure adherence to an annual credit review program for borrowers with

aggregate commercial loan relationships over $400,000; and

·  submit quarterly progress reports to the OCC.

The Agreement with the OCC was terminated on November 18, 2015.

Business Strategy

We intend to operate as a well-capitalized and profitable community bank dedicated to providing exceptional personal service to our individual and business customers. We believe that we have a competitive advantage in the markets we serve because of our knowledge of the local marketplace and our long-standing history of providing superior, relationship-based customer service. Our current executive management team is comprised of individuals with strong banking backgrounds.  Erica B. Schmidt, our Executive Vice President and Chief Financial Officer, joined Mid-Southern Savings Bank in 2005. In December 2013, Alexander Babey joined Mid-Southern Savings Bank as Executive Vice President and Chief Credit Officer, and we appointed him as our President and Chief Executive Officer in October 2016. In June 2014, we hired Frank (Buzz) Benson, III as Executive Vice President and Senior Loan Officer.  The new management team has significant banking experience with our top three executives each having at least approximately __ years of banking experience. The management team has worked to revise our business strategy and position Mid-Southern Savings Bank for future growth and profitability.

Our current business strategy consists of the following:

· Continuing to emphasize the origination of one- to four-family residential mortgage loans. We have been and will continue to be a significant one- to four-family residential mortgage lender to borrowers in our market area. As of December 31, 2017, $79.9 million, or 45.2%, of our total assets consisted of one- to four-family residential mortgage loans. We historically have held all of our loan originations, including our fixed-rate one-to four-family residential mortgage loans, in our loan portfolio.

· Increasing commercial and multi-family real estate and commercial business lending. In order to increase the yield on our loan portfolio and reduce the term to repricing, our new management team began to increase our commercial and multi-family real estate and commercial business loan

51

portfolios while maintaining what we believe are conservative underwriting standards. We focus our commercial lending to small businesses located in our market area, targeting owner occupied businesses such as manufacturers and professional service providers. Our commercial and multifamily real estate and commercial business loan portfolios have grown to $28.7 million and $3.9 million, respectively, at December 31, 2017. Commercial real estate construction loans increased to $2.1 million at December 31, 2017 as compared to $710,000 a year earlier. The additional capital raised in this offering will further increase our commercial lending capacity by enabling us to originate more loans that we intend to retain in our portfolio. In addition, following the reorganization, we intend to hire at least one new commercial lender to help grow the portfolio.

Increasing our commercial real estate loans and commercial business loans involves risk, as described in "Risk Factors— Risks Related to Our Business— A significant portion of our loans are commercial real estate, multi-family, construction and commercial business loans, which carry greater credit risk than loans secured by owner occupied one- to four-family real estate" and "—Greater seasoning of our loan portfolio could result in credit defaults in the future."

· Increasing our lower-cost core deposits. NOW, Demand, savings and money market accounts are a lower cost source of funds than certificates of deposit, and we have made a concerted effort to increase these lower-cost transaction deposit accounts. We plan to continue to market our core transaction accounts, emphasizing our high-quality service and competitive pricing of these products. We also offer the convenience of technology-based products, such as bill pay, internet and mobile banking.

· Managing credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long- term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. Our non-performing assets to total assets ratio was 1.2% at December 31, 2017, compared to 1.5% at December 31, 2016. The majority of our non-performing assetshave historically related to one- to four-family residential real estate loans. At December 31, 2017, we had $1.3 million of non-performing one-to four-family residential loans and $535,000 in non-performing commercial real estate loans.

· Growing organically and through opportunistic branch acquisitions. We expect to consider both organic growth as well as acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. We expect to focus our growth in our primary market areas and Louisville, Kentucky. We will consider expanding our branch network through the acquisition of other financial institutions, opening of additional branches or loan production offices or the acquisition of branches if the right opportunity occurs. The capital we are raising in the offering may also help fund improvements in our operating facilities and customer delivery services in order to enhance our competitiveness.

Anticipated Increase in Non-interest Expense

Following the completion of the reorganization and stock offering, our non-interest expense is expected to increase because of the increased costs associated with operating as a public company, and the increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of one or more stock-based benefit plans, if approved by our stockholders, no earlier than six months after the completion of the reorganization and stock offering. For further information, see "Summary— Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion;" "Risk Factors—Risks Related to the Offering— Additional expenses following the conversion from the compensation and benefit expenses associated with the implementation of the new stock-based incentive benefit plan will adversely affect our profitability." and "Management—Benefits to be Considered Following Completion of the Conversion."

We expect to begin the process of evaluating core processing system alternatives in 2018, with an objective of converting to a new system by year-end 2019. Our preliminary analysis suggests that a new core processing

52

system will improve internal reporting capabilities for both management and the board of directors and create a scalable corporate infrastructure that will significantly expand our ability to handle continued growth and improve our levels of operational efficiency. Further, a new and more cost effective system will enhance our capabilities and capacity to offer new products and services for loan and deposit customers and to monitor ongoing core processing system performance. Moreover, a new core processing system will enable us to offer more state-of the-art technology-based services and delivery channels such as remote deposit capture and other business banking services.  We anticipate incurring upfront, one-time charges of approximately $800,000 related to the conversion process, however, detailed estimates of ongoing annual data processing costs and conversion charges have not yet been determined.

Summary of Significant Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be significant accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The following represent our significant accounting policies:

Allowance for Loan Losses. The allowance for loan losses represents management's estimate of losses inherent in the loan portfolio as of the date of the statement of condition and it is recorded as a reduction of loans.The allowance is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan and the entire allowance is available to absorb all loan losses.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on our past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified impaired, an allowance is established when the discounted cash flows or collateral value of the impaired loan are lower than the carrying value of that loan.

The general component covers pools of loans, by loan class, including commercial loans not considered impaired, as well as smaller balance homogenous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based on historical loss rates for each of these categories of loans, which are adjusted for qualitative factors. The qualitative factors include:

· Lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;

· National, regional and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans;

· Nature and volume of the portfolio and terms of the loans;

53

· Experience, ability and depth of the lending management and staff;

· Volume and severity of past due, classified and non-accrual loans, as well as other loan modifications; and

· Quality of our loan review system and the degree of oversight by our board of directors.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management's best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss analysis and calculation.

An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

In addition, various bank regulatory agencies periodically review the allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs based on their judgment about information available to them at the time of their examination.

Income Taxes. Income taxes are provided for the tax effects of certain transactions reported in the consolidated financial statements. Income taxes consist of taxes currently due plus deferred taxes related primarily to temporary differences between the financial reporting and income tax basis of the allowance for loan losses, premises and equipment, certain state tax credits, and deferred loan origination costs. The deferred tax assets and liabilities represent the future tax return consequences of the temporary differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

On December 22, 2017, the U.S. Government enacted the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Tax Act reduces the corporate federal income tax rate from a maximum of 35% to a flat 21% rate. The corporate income tax rate reduction was effective January 1, 2018. The Tax Act required a revaluation of our deferred tax assets and liabilities to account for the future impact of lower corporate income tax rates and other provisions of the legislation. We recognized a $295,000 charge through the federal income tax provision relating to changes to our net deferred tax asset valuation as a result of the new lower enacted corporate income tax rates.

Estimation of Fair Values. Fair values for securities available-for-sale are obtained from an independent third party pricing service. Where available, fair values are based on quoted prices on a nationally recognized securities exchange. If quoted prices are not available, fair values are measured using quoted market prices for similar benchmark securities. Management generally makes no adjustments to the fair value quotes provided by the pricing source. The fair values of foreclosed real estate and the underlying collateral value of impaired loans are typically determined based on evaluations by third parties, less estimated costs to sell. When necessary, appraisals are updated to reflect changes in market conditions.

Comparison of Financial Condition at December 31, 2017 and December 31, 2016

Cash and Cash Equivalents.  At December 31, 2017 and 2016, cash and cash equivalents totaled $7.5 million and $8.3 million, respectively.  We have focused on investing excess liquidity in higher yielding loans and investment securities in an effort to increase net interest income.

Time Deposits.   We had no time deposits with other banks at December 31, 2017, as compared to $999,000 at December 31 2016 as we did not reinvest maturing time deposits in 2017 and redeployed the proceeds into higher yielding interest-earning assets.

54

Loans.  Our primary lending activity is the origination of loans secured by real estate.  We originate one-to-four family residential loans, multifamily residential loans, commercial real estate loans and construction loans.  To a lesser extent, we originate commercial business loans and consumer loans.  In August 2016, we opened a loan production office in New Albany, Indiana as part of our effort to increase our business lending and diversify the loan portfolio.

One-to-four family residential loans comprise the largest segment of our loan portfolio.  At December 31, 2017, these loans totaled $79.9 million, or 68.6% of total loans, compared to $81.0 million, or 69.2% of total loans, at December 31, 2016.   Mid-Southern Saving Bank originates both fixed and adjustable rate one-to-four family residential loans.  During 2017, Mid-Southern Savings Bank increased efforts to originate adjustable rate one-to-four family residential loans and originated $14.1 million of adjustable rate loans in 2017 compared to $9.0 million of adjustable rate loans in 2016.  Management intends to continue its focus on offering adjustable rate mortgage loans at attractive rates.

Multifamily residential mortgage loans totaled $6.4 million, or 5.4% of total loans, at December 31, 2017 compared to $5.5 million, or 4.7% of total loans at December 31, 2016.  The total balance of multifamily real estate loans has increased slightly over the past year due to limited opportunities to originate this type of loan and our emphasis on originating one-to-four family residential loans.

Commercial real estate loans totaled $22.3 million, or 19.1% of total loans, at December 31, 2017 compared to $23.2 million, or 19.8% of total loans, at December 31, 2016.  Management has increased commercial lending personnel in order to pursue commercial loan opportunities to further diversify the loan portfolio.  During 2017 and 2016, we originated $7.2 million and $6.3 million, respectively, of commercial real estate loans with an emphasis on adjustable rate loans.

Our construction loan portfolio consists of residential and commercial construction loans.  Construction loans totaled $2.2 million, or 1.9% of total loans (excluding unfunded construction loan commitments of $1.9 million), at December 31, 2017, compared to $1.5 million, or 1.3% of total loans (excluding $806,000 of construction loans in process), at December 31, 2016.  Commercial construction loan originations increased to $3.8 million in 2017 from $378,000 in 2016 as a result of our efforts to grow the commercial loan segment of our loan portfolio.

Commercial business loans totaled $3.9 million, or 3.3% of total loans at December 31, 2017, compared to $3.8 million, or 3.2% of total loans, at December 31, 2016.   During 2017 and 2016, we originated commercial business loans of $3.3 million and $2.8 million, respectively.

Consumer loans totaled $2.0 million, or 1.7% of total loans at December 31, 2017, compared to $2.1 million, or 1.8% of total loans, at December 31, 2016. Originations of consumer loans decreased to $965,000 in 2017 from $1.3 million in 2016 as we focused on other lending opportunities with lesser inherent and collateral risk.

Securities Available for Sale.  Our available for sale securities portfolio consists primarily of U.S. government agency debt securities, including mortgage-backed securities and collateralized mortgage obligations, and municipal obligations.  Available for sale securities increased by $1.6 million, or 3.6%, to $45.7 million at December 31, 2017 from $44.1 million at December 31, 2016. The increase in available for sale securities during 2017 was primarily funded by our intentional reduction of interest bearing deposits with other banks earning a nominal yield.  During 2017, we implemented a strategy to increase our investment in municipal obligations as a component of our available for sale securities portfolio due to their higher tax-equivalent yield.  At December 31, 2017, our investment in municipal obligations was $21.7 million compared to $15.6 million at December 31, 2016.

Securities Held to Maturity.  Our held to maturity securities portfolio consists primarily of U.S. government agency mortgage-backed securities, as well as municipal obligations.  Held to maturity securities decreased $123,000 for the year ended December 31, 2017.  The decrease during 2017 was due to principal repayments on mortgage-backed securities and maturities of municipal obligations.  We have not purchased investment securities as held to maturity during the past two years.

55

Premises and Equipment.  Premises and equipment decreased $443,000 to $2.0 million at December 31, 2017 from $2.5 million at December 31, 2016 primarily due to the reclassification to real estate held for sale of land held for development of a future branch office with a carrying value of $325,000 at December 31, 2016. See Note 6 of Mid-Southern Savings Bank's Consolidated Financial Statements included as part of this prospectus for further information.

Other Assets.  Other assets decreased $684,000 to $879,000 at December 31, 2017 from $1.6 million at December 31, 2016 primarily due to a decrease in the net deferred tax asset during 2017.  The decrease includes the $295,000 charged to income tax expense for 2017 as a result of the revaluation of our net deferred tax asset as a result of the Tax Act.

Deposits.  Deposit accounts, primarily obtained from individuals and businesses throughout our local market area, are the primary source of funds for our lending and investments.  Our deposit accounts are comprised of noninterest-bearing checking, interest-bearing checking, savings, and money market accounts and certificates of deposit.  Deposits decreased $2.2 million, or 1.4%, during the year ended December 31, 2017, primarily as a result of a decrease in certificates of deposit offset by increases in interest-bearing checking, savings and money market accounts.

56

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the 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 are calculated using daily balances. Nonaccrual loans are included in average daily balances only. Loan fees are included in interest income on loans and are not material. Tax exempt income on loans and investment securities has been calculated on a tax equivalent basis using a federal marginal tax rate of 34%.

	At			Years Ended December 31,
	December 31, 2017			2017								2016
	Weighted Average Yield/ Cost			Average Balance		Interest			Yield/ Cost			Average Balance		Interest			Yield/ Cost
				(Dollars in thousands)
Interest-earning assets:
Interest bearing deposits with banks		1.04	%	$	8,930	$	71			0.80	%		12,114	$	39			0.32	%
Loans receivable, net (1)		4.62			117,220		5,381			4.59			114,952		5,387			4.69
Mortgage-backed securities		1.86			24,740		486			1.96			27,378		496			1.81
Other investment securities		3.57			18,353		631			3.44			17,241		564			3.27
Federal Home Loan Bank stock		4.24			778		33			4.24			778		33			4.24
Total interest-earning assets		3.97			170,021		6,602			3.88			172,463		6,519			3.78
Non-interest earning assets					5,871								6,413
Total assets				$	175,892							$	178,876
Interest-bearing liabilities:
Interest-bearing checking		0.12			35,616		41			0.12		$	34,729	$	40			0.12	%
Savings and money market		0.23			44,971		96			0.21			43,398		59			0.14
Certificates of deposit		0.99			55,372		518			0.94			63,107		615			0.97
Total interest-bearing liabilities		0.49			135,959		655			0.48			141,234		714			0.51
Non-interest bearing liabilities					16,915								15,245
Total liabilities					152,874								156,479
Total equity					23,018								22,397
Total liabilities and equity				$	175,892							$	178,876
Net interest income(taxable equivalent basis)							5,947								5,805
Less: taxable equivalent adjustment							(124	)							(121	)
Net interest income						$	5,823							$	5,684
Net interest rate spread										3.40	%							3.27	%
Net interest margin										3.50	%							3.37	%
Average interest-earnings assets to average     interest-bearing liabilities										125.1	%							122.1	%

(1)  Loan amount is net of deferred loan origination fees and costs, undisbursed loan funds and includes nonperforming loans.

57

Yields Earned and Rates Paid

The following table sets forth (on a consolidated basis) for the periods and at the dates indicated, the weighted average yields earned on Mid-Southern Savings Bank's assets, the weighted average interest rates paid on Mid-Southern Savings Bank's liabilities, together with the net yield on interest-earning assets.

	At December	Years Ended December 31,
	2017	2017	2016
Weighted average yield on:
Interest bearing deposits with banks	1.04%	0.80%	0.32%
Loans receivable, net	4.62%	4.59%	4.69%
Investment securities	2.70%	2.59%	2.38%
Federal Home Loan Bank stock	4.24%	4.24%	4.24%
Total interest-earning assets	3.97%	3.88%	3.78%
Weighted average rate paid on:
Interest bearing checking	0.12%	0.12%	0.12%
Savings and money market	0.23%	0.21%	0.14%
Certificates of deposit	0.99%	0.94%	0.97%
Total interest-bearing liabilities	0.49%	0.48%	0.51%
Interest rate spread (spread between    weighted average rate on all interest-     earning assets and all interest-bearing     liabilities)	3.48	3.40%	3.27%
Net interest margin (net interest income    (expense) as a percentage of average    interest-earning assets)	N/A	3.50%	3.37%

58

Rate/Volume Analysis

The following schedule presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  It distinguishes between the changes related to outstanding balances and that due to the changes in interest rates.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume).  For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

	Years Ended December 31, 2017 Compared to 2016
	Increase (Decrease) Due to
	Rate			Volume			Net
	(In thousands)
Interest income
Interest bearing deposits with banks	$	39		$	(7	)	$	32
Loans receivable, net		(85	)		98			13
Mortgage-backed securities		59			(69	)		(10	)
Other investment securities		14			31			45
Total interest-earning assets		27			53			80
Interest expense:
Interest-bearing checking		--			1			1
Savings and money market		35			2			37
Certificates of deposit		(20	)		(77	)		(97	)
Total interest-bearing liabilities		15			(74	)		(59	)
Net increase in net interest income	$	12		$	127		$	139

____________________

(1)  Includes interest-bearing deposits (cash) at other financial institutions.

59

Comparison of Operating Results

Years Ended December 31, 2017 and 2016

Overview.  Mid-Southern Savings Bank reported net income of $1.2 million ($0.80 per common share diluted) for the year ended December 31, 2017, compared to net income of $1.1 million ($0.77 per common share diluted) for the year ended December 31, 2016.  The significant factors that contributed to the increase in net income for 2017 were an increase in net interest income of $139,000, a $251,000 increase in the recapture of loan losses, and a decrease in noninterest expense of $119,000 partially offset by an increase in income tax expense of $475,000.

Net Interest Income.  Net interest income increased $139,000, or 2.4%, to $5.8 million for 2017 from $5.7 million for 2016 primarily as the result of an increase in the ratio of average interest-earning assets to average interest-bearing liabilities to 125.1% for 2017 from 122.1% for 2016.  The interest rate spread increased to 3.40% for 2017 from 3.27% for 2016.

Total interest income increased $80,000, or 1.3%, to $6.5 million for 2017 from $6.4 million for 2016.  The increase is primarily the result of a ten basis point increase in the average yield on total interest-earning assets.  The average balance of total interest-earning assets decreased $2.5 million, or 1.4%, to $170.0 million for 2017 from $172.5 million for 2016.  The average tax-equivalent yield on total interest-earning assets increased to 3.88% for 2017 from 3.78% for 2016.  The average tax-equivalent yield on interest-earning assets increased primarily as a result of higher market interest rates.

Interest income on loans was $5.4 million for both 2017 and 2016.  Despite a decrease in the average tax-equivalent yield on loans to 4.59% for 2017 from 4.69% for 2016, interest income on loans was comparable as average loans outstanding increased $2.2 million, or 2.6%, to $117.2 million in 2017 from $115.0 million in 2016.

Interest income on investment securities increased $35,000, or 3.6%, to $1.0 million for 2017 from $972,000 for 2016, primarily due to a 17 basis point increase in the average tax-equivalent yield on other investment securities partially offset by a decrease in the average balance of mortgage-backed and other investment securities of $1.5 million, to $43.1 million for 2017 from $44.6 million for 2016.

Interest income on interest-bearing deposits with banks increased $32,000, or 82.1%, due to an increase in the average yield to 0.80% for 2017 from 0.32% for 2016 partially offset by a $3.2 million decrease in the average balance of interest-bearing deposits with banks to $8.9 million for 2017 from $12.1 million for 2016.

Total interest expense decreased $59,000, or 8.3%, as a result of a slight decrease in the average cost of deposits to 0.48% for 2017 from 0.51% for 2016 and a $5.2 million decrease in the average balance of interest-bearing deposit liabilities to $136.0 million for 2017 from $141.2 million for 2016.  The average cost of interest-bearing liabilities decreased for 2017 primarily as a result of the repricing of higher-cost certificates of deposit at lower market rates during 2017 and a decrease of $7.7 million in the average balance of certificates of deposit to $55.4 million for 2017 from $63.1 million for 2016.

Provision for Loan Losses. Mid-Southern Savings Bank recognized a recapture of the provision for loan losses of $700,000 for 2017 compared to a recapture of the provision for loan losses of $449,000 for 2016.  The recapture of loan losses for 2017 and 2016 was attributable to the continued improvement in the credit quality of the loan portfolio and the successful management of problem loans resulting in lesser charge-offs than expected.  Non-performing loans decreased to $1.9 million, or 1.6% of total loans at December 31, 2017, compared to $2.4 million, or 2.1% of total loans at December 31, 2016. During the year ended December 31, 2017, net charge-offs totaled $80,000 compared to $178,000 for 2016.  Impaired loans decreased $1.2 million, or 24.7%, from $5.0 million at December 31, 2016 to $3.8 million at December 31, 2017. Management was successful in reducing the impaired loans though pay-offs by customers, borrower refinancing with other financial institutions and foreclosing on loans and liquidating the collateral assets with minimal realized losses.

60

Noninterest Income.  Total noninterest income was comparable for 2017 and 2016. Mid-Southern Savings Bank's principal source of noninterest income is deposit account service charges which decreased $30,000 to $407,000 for 2017 from $437,000 for 2016 as overdraft and other service charges on demand deposits decreased in 2017.  Net gain on sales of securities available for sale increased $34,000 to $39,000 for 2017 from $5,000 for 2016 as Mid-Southern Savings Bank realized net gains on available for sale municipal obligations sold in 2017.

Noninterest Expense.  Total noninterest expense decreased $119,000, or 2.2%, to $5.3 million for 2017 from $5.4 million for 2016.  The primary factors contributing to the decrease in noninterest expense were decreases in net loss on foreclosed real estate of $140,000 and the impairment loss on land of $160,000 partially offset by increases in compensation and benefits, occupancy and equipment and data processing of $120,000, $61,000 and $69,000, respectively.  The significant decrease in net loss on foreclosed real estate is primarily the result of Mid-Southern Savings Bank actively reducing nonperforming assets through sales of foreclosed real estate over the past two years.  In 2016, Mid-Southern Savings Bank recognized a $215,000 impairment loss on land held for development of a future branch office.  In 2017, Mid-Southern Savings Bank reclassified the land as held for sale and recognized impairment losses of $55,000.  Compensation and benefits increased $120,000, or 4.6%, primarily due to normal salary adjustments and an increase in the cost of employee health insurance of $40,000.  Occupancy and equipment increased $61,000, or 13.6%, primarily due to increases in real and personal property taxes and office space rent expense of $31,000 and $12,000, respectively.  Mid-Southern Savings Bank began renting office space for a loan production office in New Albany, Indiana in July 2016.   Data processing expense increased $69,000, or 10.7%, primarily due to increases in managed information technology services and core processing expense.  Mid-Southern Savings Bank increased the services provided by its information technology consultants and third-party core processor in 2017.

Income Tax Expense.  Income tax expense was $982,000 for 2017 compared to $507,000 for 2016.  The effective tax rate for 2017 increased to 45.6% compared to 30.8% for 2016 primarily due to higher pre-tax income and the recognition of a $295,000 charge to income tax expense due to the revaluation of Mid-Southern Savings Bank's net deferred tax asset as a result of the reduction in the federal corporate income tax rate as a result of   the enactment of the Tax Act.  See Note 9 of Mid-Southern Savings Bank's Consolidated Financial Statements included as part of this prospectus for further information.

Liquidity

Liquidity management is both a daily and longer-term function of management.  Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds.  On a longer term basis, we maintain a strategy of investing in various lending products and investment securities, including municipal and mortgage-backed securities.  We use our sources of funds primarily to meet ongoing commitments, pay maturing deposits, fund deposit withdrawals and fund loan commitments.

We maintain cash and investments that qualify as liquid assets to maintain adequate liquidity to ensure safe and sound operation and meet demands for customer funds (particularly withdrawals of deposits).  At December 31, 2017, we had $53.2 million in cash and investment securities available for sale generally available for its cash needs.  At December 31, 2016, we had $52.4 million in cash and investment securities available for sale generally available for its cash needs.  We can also obtain funds from borrowings, primarily FHLB advances.   At December 31, 2017, we had the ability to borrow an additional $25.0 million in FHLB advances, subject to certain collateral requirements.  We are required to have enough cash and investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound operations.  Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans.  Historically, we have maintained liquid assets above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows.  Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.

Liquidity management involves the matching of cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs and our ability to manage those requirements.  We strive to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance we have in short-term investments at any given time will cover adequately any reasonably anticipated, immediate

61

need for funds.  Additionally, we maintain relationships with correspondent banks, which could provide funds on short-term notice if needed.  Our liquidity, represented by cash and cash-equivalents, is a product of our operating, investing and financing activities.

Mid-Southern, M.H.C. is a separate legal entity from Mid-Southern Savings Bank and must provide for its own liquidity.  In addition to its own operating expenses (many of which are paid to Mid-Southern Savings Bank).  Mid-Southern M.H.C. primary source of funds is dividends from Mid-Southern Savings Bank, which are subject to regulatory limits.  At December 31, 2017, Mid-Southern, M.H.C., on an unconsolidated basis, had $926,000 in cash generally available for its cash needs.

Our liquidity, represented by cash and cash equivalents and investment securities, is a product of our operating, investing and financing activities.  Our primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, maturities of investment securities and other short-term investments and funds provided from operations.  While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, which provide liquidity to meet lending requirements.  We also generate cash through borrowings.  We utilize FHLB advances to leverage our capital base and provide funds for our lending and investment activities, and to enhance our interest rate risk management.

We use our sources of funds primarily to meet ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments.  At December 31, 2017, the approved outstanding loan commitments, including unused lines and letters of credit, amounted to $18.6 million. Certificates of deposit scheduled to mature in one year or less at December 31, 2017, totaled $16.4 million.  It is management's policy to manage deposit rates that are competitive with other local financial institutions.  Based on this management strategy, we believe that a majority of maturing deposits will remain with us.

Off-Balance Sheet Activities

In the normal course of operations, we engage in a variety of financial transactions that are not recorded in our financial statements.  These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks.  These transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit.  For the year ended December 31, 2017, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.

62

Contractual Obligations

At December 31, 2017, our scheduled maturities of contractual obligations were as follows:

	Within 1 Year		After 1 Year Through 3 Years		After 3 Years Through 5 Years		Beyond 5 Years		Total Balance
	(In Thousands)
Certificates of deposit	$	16,415	$	22,395	$	12,764	$	--	$	51,574
Operating leases		26,580		14,505		--		--		41,085
Deferred director's fee     agreements		26,867		59,429		67,920		95,142		249,358
Total contractual        obligations	$	69,862	$	96,329	$	80,684	$	95,142	$	342,017

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of December 31, 2017:

	Total Amounts Committed		Due in One Year
	(In Thousands)
Commitments to originate loans
Fixed rate	$	1,288	$	1,288
Adjustable rate		5,900		5,900
Undisbursed balance of commercial and     personal lines of credit		9,536		--
Undisbursed balance of commercial     construction loans		22		--
Undisbursed balance of residential     construction loans		1,843		--
Standby letters of credit		26		26
	$	18,615	$	7,214

63

Capital

Mid-Southern Savings Bank is subject to minimum capital requirements imposed by regulations of the OCC.  Based on its capital levels at December 31, 2017, Mid-Southern Savings Bank exceeded these requirements as of that date.  Consistent with our goals to operate a sound and profitable organization, our policy is for Mid-Southern Savings Bank to maintain a "well-capitalized" status under the regulatory capital categories of the OCC.  Based on capital levels at December 31, 2017, Mid-Southern Savings Bank was considered to be well-capitalized.  Management monitors the capital levels to provide for current and future business opportunities and to maintain Mid-Southern Savings Bank's "well-capitalized" status. See "Supervision and Regulation" and Note 15 of Mid-Southern Savings Bank's Consolidated Financial Statements included as part of this prospectus for additional details on the Mid-Southern Savings Bank's regulatory capital requirements.

The following table shows the capital ratios of Mid-Southern Savings Bank at December 31, 2017 (dollars in thousands):

	Actual					Minimum Capital Requirements					Minimum Requiredto Be Well-CapitalizedUnder PromptCorrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Tier 1 Capital to total adjusted assets(1)	$	24,201		13.5	%	$	7,153		4.00	%	$	8,942		5.00	%
Tier 1 Capital to risk-weighted assets(2)		24,201		22.1			7,929		7.25			8,750		8.00
Total Capital to risk-weighted assets(2)		25,572		23.4			10,117		9.25			10,937		10.00
Common Equity Tier 1 (to risk-weighted     assets)		24,201		22.1			6,289		5.75			7,109		6.50

(1) Based on total adjusted assets of $178.8 million.

(2) Based on risk-weighted assets of $109.4 million.

The capital raised in this offering, with net proceeds to Mid-Southern Savings Bank estimated to be between $7.5  million and $10.3 million, will significantly increase our regulatory capital levels and ratios. Based upon our existing capital, and the capital to be raised in this offering, we believe that we will have sufficient capital to carry out our proposed business plan and to meet any applicable regulatory capital requirements during that period. See "Pro Forma Data."

Asset/Liability Management

Our Risk When Interest Rates Change.  The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time.  Market rates change over time.  Like other financial institutions, our results of operations are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities.  The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.

How We Measure Our Risk of Interest Rate Changes.  As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk.  In doing so, we analyze and manage assets and liabilities based on their interest rates and payment streams, timing of maturities, repricing opportunities, and sensitivity to actual or potential changes in market interest rates.

We are subject to interest rate risk to the extent that our interest-bearing liabilities, primarily deposits and FHLB advances, reprice more rapidly or at different rates than our interest-earning assets.  In order to minimize the potential for adverse effects of material prolonged increases or decreases in interest rates on our results of operations, we have adopted an asset and liability management policy.  Our board of directors sets the asset and liability policy, which is implemented by the asset/liability committee.

64

The purpose of the asset/liability committee is to communicate, coordinate, and control asset/liability management consistent with our business plan and board-approved policies.  The committee establishes and monitors the volume and mix of assets and funding sources, taking into account relative costs and spreads, interest rate sensitivity and liquidity needs.  The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals.

The committee generally meets monthly to, among other things, protect capital through earnings stability over the interest rate cycle; maintain our well-capitalized status; and provide a reasonable return on investment.  The committee recommends appropriate strategy changes based on this review.  The committee is responsible for reviewing and reporting the effects of the policy implementations and strategies to the board of directors at least quarterly.  Senior managers oversee the process on a daily basis.

Our asset/liability management strategy dictates acceptable limits on the amounts of change in given changes in interest rates.  For interest rate increases of 100, 200, and 300 basis points, our policy dictates that our Economic Value of Equity ("EVE") ratio should not fall below 10.0%, 20.0%, and 30.0%, respectively.  As illustrated in the table below, we were in compliance with this aspect of our asset/liability management policy at December 31, 2017.

Mid-Southern Savings Bank uses an EVE interest rate sensitivity analysis in order to evaluate the impact of its interest rate risk on earnings and capital. This is measured by computing the changes in net EVE for its cash flow from assets, liabilities and off balance sheet items in the event of a range of assumed changes in market interest rates. EVE modeling involves discounting present values of cash flows for on and off balance sheet items under different interest rate scenarios and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The discounted present value of all cash flows represents the Mid-Southern Savings Bank's EVE and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off balance sheet items. The amount of base case EVE and its sensitivity to shifts in interest rates provide a measure of the longer term re-pricing and option risk in the balance sheet.   The table presented below, as of December 31, 2017, is an internal analysis of our interest rate risk as measured by changes in EVE for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, from no change to up 400 basis points and down 100 basis points as any further decline in rates is unlikely.

Immediate Change		Economic Value of Equity								Economic Value of Equity as % of Present Value of Assets
In the Level Of Interest Rates		$ Amount		$ Change			% Change			EVE Ratio %			Change
(Dollars in thousands)
	400bp	$	28,360	$	(7,217	)		(20.3	)%		16.0	%		(4.1	)%
	300bp		30,525		(5,052	)		(14.2	)		17.2	%		(2.9	)
	200bp		32,670		(2,907	)		(8.2	)		18.5	%		(1.6	)
	100bp		34,776		(801	)		(2.3	)		19.6	%		(0.5	)
Static			35,577		--			--			20.1	%		--
	(100)bp		35,318		(259	)		(0.7	)		20.0	%		(0.1	)

In addition to monitoring selected measures of EVE, management also monitors effects on net interest income resulting from increases or decrease in rates.  This process is used in conjunction with EVE measures to identify excessive interest rate risk.  In managing our assets/liability mix, depending on the relationship between long and short term interest rates, market conditions and consumer preference, we may place somewhat greater emphasis on maximizing its net interest margin than on strictly matching the interest rate sensitivity of its assets and liabilities.  Management also believes that the increased net income which may result from an acceptable mismatch

65

in the actual maturity or re-pricing of its asset and liability portfolios can, during periods of declining or stable interest rates, provide sufficient returns to justify the increased exposure to sudden and unexpected increases in interest rates which may result from such a mismatch.  Management believes that our level of interest rate risk is acceptable under this approach.

In evaluating our exposure to interest rate movements, certain shortcomings inherent in the method of analysis presented in the foregoing table must be considered.  For example, although certain assets and liabilities may have similar maturities or re-pricing periods, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in interest rates.  Additionally, certain assets, such as adjustable rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed above.  Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase.  We consider all of these factors in monitoring our exposure to interest rate risk.

BUSINESS OF MID-SOUTHERN BANCORP

Mid-Southern Bancorp is an Indiana corporation, organized on January 26, 2018.  Upon completion of the conversion, Mid-Southern Bancorp will become the holding company of Mid-Southern Savings Bank and will succeed to all of the business and operations of Mid-Southern, M.H.C. Mid-Southern, M.H.C. will cease to exist following the conversion.

Initially following the completion of the conversion, Mid-Southern Bancorp will have no significant assets other than owning 100% of the outstanding common stock of Mid-Southern Savings Bank, the net proceeds it retains from the offering, part of which will be used to make a loan to the employee stock ownership plan, and certain liquid assets, and will have no significant liabilities.  See "How We Intend to Use the Proceeds From the Offering."  Mid-Southern Bancorp intends to use the support staff and offices of Mid-Southern Savings Bank and will pay Mid-Southern Savings Bank for these services.  If Mid-Southern Bancorp expands or changes its business in the future, it may hire its own employees.

Mid-Southern Bancorp intends to invest the net proceeds of the offering as discussed under "How We Intend to Use the Proceeds From the Offering."  In the future, we may pursue other business activities, including mergers and acquisitions, investment alternatives and diversification of operations.  There are, however, no current understandings or agreements for these activities.

BUSINESS OF MID-SOUTHERN, M.H.C AND MID-SOUTHERN SAVINGS BANK

Mid-Southern, M.H.C. is a federally chartered mutual holding company and is subject to regulation by the Federal Reserve Board.  Mid-Southern, M.H.C. was incorporated on April 4, 1998, as part of Mid-Southern Savings Bank's reorganization into the mutual holding company form of organization.  As part of the reorganization, Mid-Southern Savings Bank (i) converted to a stock savings bank as the successor to Mid-Southern Savings Bank in its mutual form (ii) organized Mid-Southern, M.H.C., which acquired 72.4% of the common stock of Mid-Southern Savings Bank in the reorganization.  Mid-Southern, M.H.C. does not have any other activities or operations other than its ownership of Mid-Southern Savings Bank

Substantially all of Mid-Southern, M.H.C's. business is conducted through Mid-Southern Savings Bank, which is a federal savings bank subject to extensive regulation by the OCC.  Mid-Southern Savings Bank's deposits are insured up to applicable limits by the FDIC.

Our principal business consists of attracting retail deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one- to four-family residences (including home equity lines of credit), and to a lesser extent, commercial and multifamily real estate, and construction loans.  We offer a wide variety of secured and unsecured consumer loan products, including,

66

manufactured home loans, automobile loans, boat loans and recreational vehicle loans.  As part of our business, we focus on residential mortgage loan originations.

Our operating revenues are derived primarily from interest on loans and, to a lesser extent, interest on investment securities and mortgage-backed securities. Our primary sources of funds are deposits, FHLB advances and other borrowings, and payments received on loans and securities.  We offer a variety of deposit accounts that provide a wide range of interest rates and terms, generally including savings, money market, certificates of deposit and demand accounts. We also may utilize borrowings as a source of funds.

Market Area

We are headquartered in Salem, Indiana (Washington County).  Salem is the county seat of Washington County and is located approximately 40 miles northwest of Louisville, Kentucky. We have a branch located in each of Mitchell, Indiana (Lawrence County) and Orleans, Indiana (Orange County) and a loan production office in New Albany, Indiana.  Our market area includes all of Lawrence, Orange and Washington counties and extends into surrounding areas.

Based on the 2010 U.S. Census the market area had an aggregate population of 94,236. The population increased by an average of 2.4% in the three counties in our market area between 2000 and 2010.  The median household income in the three county market area is $46,475 which is lower than the state and national levels.  In addition, all three counties' 2016 unemployment rate were higher than the state rate and two counties higher than the national rate.   According to the 2012-2016 American Community Survey 5-Year Estimates (Census Bureau) indicates median housing values were $103,400, $88,400, $104,600, $126,500 and $184,700 for Lawrence, Orange and Washington counties, the State of Indiana and the United States, respectively.

Our markets provides a diversified economic and employment base in the manufacturing, service, health care, agricultural, and governmental sectors. Within Washington County, nine of the top ten employers are located in Salem where we are headquartered. Salem's largest employers include a mix of the manufacturing, retail, health care, and public-sector industries. Manufacturing employs 16.8% of the workforce in Salem. The two largest employers in this sector are GKN Sinter Metals (powered metal products) and Peerless Gear (industrial gear manufacturer) each employing approximately 500 individuals. Kimball Office, a privately held wood furniture manufacturer headquartered in Salem, is also a major employer in the area. A new Walmart Supercenter, which opened in November 2016, is the largest Walmart in Southern Indiana and employs approximately 300 individuals.

Orange County's largest industry concentrations are in the healthcare, accommodation/food services, manufacturing and governmental sectors. A majority of the major employers in the county (including Electricom, Wildwood Association, Paoli Peaks, Walmart Supercenter, and IU Health Paoli Hospital) are located in the county seat of Paoli. The White Castle Meat Processing Company is among Orange County's largest employers. It operates a processing plant in Orleans. Paoli, Inc., headquartered in Orleans, is a manufacturer of wood office furniture. A family-owned business for more than 90 years, it was recently acquired by the Jasper Group.

Lawrence County's largest industry concentrations are in the healthcare, retail trade, manufacturing, and governmental sectors. A majority of the largest employers in the county (including IU Health Bedford Hospital, Walmart Supercenter, Times-mail, Garden Ville, Tri Star Engineering, and Lowe's Home Improvement) are located in the county seat of Bedford. Lehigh Hanson, a leading supplier of cement and other building materials, operates a cement facility in Mitchell. Mitchell is located approximately ten miles south of Bedford.

Floyd County offers a diverse mix of industry among the health care, manufacturing, retail trade and governmental sectors. Baptist-Floyd Memorial Hospital and Health Services is the top employer in the county with nearly 1,800 employees. Floyd County Consolidated School Corp. is the second largest with approximately 1,640 employees. New Albany is home to a majority of Floyd County's largest employers including Baptist Health, Beach Mold & Tool, Indiana University Southeast, Samtec Inc., Hitachi Cable America, and Walmart Supercenter.

67

Lending Activities

General. Our historical principal lending activity has been originating one- to four-family residential real estate loans and, to a lesser extent, commercial real estate loans, commercial business loans, home equity lines of credit, construction and consumer loans. More recently, we have sought to increase our commercial real estate and commercial construction and commercial business lending in an effort to diversify our overall loan portfolio, increase the overall yield earned on our loans and assist in managing interest rate risk.

Our strategic plan continues to focus on residential real estate lending and to gradually increase our commercial lending. We generally retain in our portfolio all loans we originate.   We will focus primarily on commercial real estate loans, commercial construction loans and on commercial business loans in our market area. As part of the commercial loan strategy, we will seek to use our commercial relationships to grow our commercial transactional deposit accounts.

The following table presents information concerning the composition of our loan portfolio, by the type of loan as of the dates indicated:

	At December 31,
	2017						2016
	Amount			Percent			Amount			Percent
				(Dollars in thousands)
Real estate loans:
One-to-four family residential	$	79,899			68.6	%	$	80,982			69.2	%
Multi-family residential		6,352			5.4			5,464			4.7
Residential construction		108			0.1			767			0.7
Commercial real estate		22,315			19.1			23,184			19.8
Commercial real estate construction		2,061			1.8			710			0.6
Total real estate loans		110,735			95.0			111,107			95.0
Commercial business loans		3,875			3.3			3,776			3.2
Consumer loans		1,978			1.7			2,118			1.8
Total loans		116,588			100.00	%		117,001			100.0	%
Deferred loan origination fees and costs, net		31						24
Allowance for loan losses		(1,723	)					(2,503	)
Total loans, net	$	114,896					$	114,522

68

Fixed rate and adjustable rate loans

The following table shows the composition of our loan portfolio in dollar amounts and in percentage by fixed and adjustable rate loans at the dates indicated.

	At December 31,
	2017						2016
	Amount			Percent			Amount			Percent
Fixed-rate loans:	(Dollars in thousands)
Real estate loans:
One-to four-family residential	$	7,465			6.4	%	$	8,254			7.1	%
Multi-family residential		1,932			1.7			1,746			1.5
Residential construction		108			0.1			767			0.7
Commercial real estate		5,712			4.9			7,873			6.7
Commercial real estate construction		60			0.1			2			--
Total real estate loans		15,277			13.2			18,642			16.0
Commercial business		3,622			3.1			3,267			2.8
Consumer		1,885			1.6			2,031			1.7
Total fixed-rate loans		20,784			17.9			23,940			20.5
Adjustable-rate loans:
Real estate loans:
One-to four-family residential		72,434			62.1			72,728			62.1
Multi-family residential		4,420			3.8			3,718			3.2
Commercial real estate		16,603			14.2			15,311			13.1
Commercial real estate construction		2,001			1.7			708			0.6
Total real estate loans		95,458			81.8			92,465			79.0
Commercial business		253			0.2			509			0.4
Consumer		93			0.1			87			0.1
Total adjustable-rate loans		95,804			82.1			93,061			79.5
Total loans		116,588			100.0	%		117,001			100.0	%
Deferred loan origination fees and costs, net		31						24
Allowance for loan losses		(1,723	)					(2,503	)
Total loans, net	$	114,896					$	114,522

Fixed rate and adjustable rate loans

69

Loan Maturity Table

The following table illustrates the contractual maturity of our loan portfolio at December 31, 2017.  Mortgages that have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due.  The total amount of loans due after December 31, 2018, which have fixed interest rates, is $14.2 million, while the total amount of loans due after such date, which have adjustable interest rates, is $87.2 million.  The table does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.

	Real Estate Mortgage
	One-to-Four Family		Multi- family		Residential Construction		Commercial		Commercial Construction		Commercial Business		Consumer		Total (1)
	(Dollars in thousands)
Amounts due in:
One year or less (2)	$	6,853	$	301	$	108	$	4,469	$	638	$	1,957	$	874	$	15,200
More than one year to five years		17,303		1,428		--		6,694		255		1,689		1,092		28,461
More than five years		55,743		4,623		--		11,152		1,168		229		12		72,927
Total	$	79,899	$	6,352	$	108	$	22,315	$	2,061	$	3,875	$	1,978	$	116,588

___________________________________________

(1)Excludes net deferred loan origination fees and costs.

(2)Includes demand loans, loans having no stated maturity and overdraft loans.

70

Largest Borrowing Relationships. At December 31, 2017, the maximum amount under federal law that we could lend to any one borrower and the borrower's related entities was approximately $3.9 million.  Of our five largest borrowing relationships, three are primarily business relationships and two relationships have credit extended to both the individual borrower and their businesses. Our five largest relationships totaled $8.6 million in the aggregate, or 7.4% of our $116.6 million total loan portfolio, at December 31, 2017. The largest relationship at December 31, 2017 consisted of $2.2 million in loans to a business collateralized by commercial real estate. Unfunded loan commitments to this relationship totaled $300,000.  The next four largest lending relationships at December 31, 2017, were $1.7 million in loans to commonly owned businesses and individuals, collateralized by one-to-four family residential property and commercial real estate with unfunded loan commitments to this relationship totaling $479,000; $1.9 million in loans to commonly owned businesses collateralized by multifamily real estate; $1.2 million in loans to commonly owned businesses and individuals collateralized by commercial real estate with  unfunded loan commitments to this relationship totaling $675,000; and $1.7 million to a business collateralized by one-to-four family residential property. As of December 31, 2017, all of these loans were performing in accordance with their repayment terms.  At December 31, 2017, we had two other lending relationships that exceeded $1.5 million.  All of the loans in these two lending relationships were performing in accordance with their repayment terms as of December 31, 2017.

One- to Four-Family Real Estate Lending.  Our primary lending activity consists of the origination of loans secured by first mortgages on one- to four-family residences, substantially all of which are secured by property located in our geographic lending area.  We originate primarily adjustable-rate loans.

Analysis of Residential Real Estate Loans

The following table contains information on our residential real estate loans by type at December 31, 2017 and 2016.

	December 31, 2017					December 31, 2016
	Amount		Percent			Amount		Percent
			(Dollars in thousands)
Owner-occupied one- to four-family	$	65,046		55.9	%	$	68,740		58.7	%
Non-owner occupied one- to four-family		10,070		8.6			6,215		5.3
Construction, one- to four-family		108		0.1			767		0.7
Home equity line of credit		4,783		4.1			6,027		5.2

Most of our loans are written using generally accepted underwriting guidelines.  The one to four family loans we originate are retained in our portfolio.   Our pricing strategy for mortgage loans includes establishing interest rates that are competitive with other local financial institutions and consistent with our internal asset and liability management objectives.  During the year ended December 31, 2017, we originated $14.1 million and $1.8 million of one- to four-family adjustable rate mortgage ("ARM") and fixed-rate mortgage loans, respectively. See "– Loan Originations, Purchases, Sales, Repayments and Servicing."  At December 31, 2017, one- to four-family residential mortgage loans totaled $79.9 million, or 68.6%, of our total loan portfolio, of which $72.4 million were ARM loans and $7.5 million, were fixed-rate loans.

Historically we have not sold loans on the secondary mortgage market and we do not intend to do so since a large portion of the one- to four-family residential mortgage loans we originate consist of loans that would be considered "non-conforming" as it relates to the ability to sell to Fannie Mae or other secondary market purchasers.  Some of these loans are also originated to meet the needs of borrowers who cannot otherwise satisfy Fannie Mae credit requirements because of personal and financial reasons (i.e., divorce, bankruptcy, length of time employed, etc.), and other aspects, which do not conform to Fannie Mae's guidelines.  Such borrowers may have higher debt-to-income ratios, or the loans are secured by unique properties in rural markets for which there are no sales of comparable properties to support the value according to secondary market requirements.  We may require additional collateral or lower loan-to-value ratios to reduce the risk of these loans.  We believe that these loans satisfy a need in our market area.  As a result, subject to market conditions, we intend to continue to originate these types of loans.

71

We generally underwrite our one- to four-family loans based on the applicant's employment and credit history and the appraised value of the subject property.  We generally lend up to 80% of the lesser of the appraised value or purchase price for one- to four-family first mortgage loans and non-owner occupied first mortgage loans.  At December 31, 2017 we had $10.1 million of non-owner occupied first mortgage loans.  Properties securing our one- to four-family loans are generally appraised by independent fee appraisers who are selected in accordance with criteria approved by the board of directors.  It is Mid-Southern Savings Bank's policy to require title insurance policies on all mortgage real estate loans originated in the amount of $500,000 or more.  Homeowners, liability, fire and, if required, flood insurance policies are also required for one-to four-family loans. Our real estate loans generally contain a "due on sale" clause allowing us to declare the unpaid principal balance due and payable upon the sale of the security property.  The average size of our one- to four-family residential loans was approximately $74,000 at December 31, 2017.

Fixed-rate loans secured by one- to four-family residences have contractual maturities of up to 30 years, however, at December 31, 2017 we had no one- to four-family loans with an original contractual maturity in excess of 30 years.

ARM loans are offered with an initial fixed rate for five or seven years.  Adjustments and life-time rate caps that vary based on the product, generally with a maximum annual rate change of 2.25% and a maximum overall rate change of 6.00%.  We generally use the rate on the five-year Treasury Bills to re-price our ARM loans, however, as a consequence of using caps, the interest rates on ARM loans may not be as rate sensitive as our cost of funds. Furthermore, because loan indexes may not respond perfectly to changes in market interest rates, upward adjustments on loans may occur more slowly than increases in our cost of interest-bearing liabilities, especially during periods of rapidly increasing interest rates.  Because of these characteristics, yields on ARM loans may not be sufficient to offset increases in our cost of funds.

Included in our one- to four-family loans are manufactured home loans that are considered a permanent dwelling. We originate new and used manufactured home loans to borrowers who intend to use the home as a primary residence.  Our weighted average yield on manufactured home loans at December 31, 2017 was 4.76%, compared to 4.59% for one- to four-family mortgages.  At December 31, 2017, these loans totaled $9.0 million, or 7.7% of our total loan portfolio.  We underwrite these loans based on our review of creditworthiness of the borrower, including credit scores, and the value of the collateral, for which we hold a security interest under Indiana law.

Manufactured home loans are higher risk than loans secured by residential real property, though this risk is reduced if the owner also owns the land on which the home is located.  A small portion of our manufactured home loans involve properties on which we also have financed the land for the owner.  The primary additional risk in manufactured home loans is the difficulty in obtaining adequate value for the collateral due to the cost and limited ability to move the collateral.  In addition to the cost of moving a manufactured home, it is difficult for these borrowers to find a new location for their home.  These loans tend to be made to retired individuals and first-time homebuyers.  First-time homebuyers of manufactured homes tend to be a higher credit risk than first-time homebuyers of single family residences, due to more limited financial resources.  We attempt to work out delinquent loans with the borrower and, if that is not successful, any repossessed manufactured homes are repossessed and sold.  At December 31, 2017, there was $286,000 in nonperforming manufactured home loans and no manufactured home properties in our OREO or repossessed assets portfolio.

Home Equity Lending.  We originate home equity loans that consist of variable-rate lines of credit. We do not originate fixed-rate home equity loans. We originate home equity loans in amounts of up to 80% of the value of the collateral, minus any senior liens on the property. Home equity lines of credit are typically originated with an adjustable rate of interest, based on the Wall Street Journal Prime Rate plus a margin.  Home equity lines of credit generally have up to a ten year draw period, during which time the funds may be paid down and redrawn up to the committed amount.  Once the draw period has lapsed, the home equity line of credit matures with all moneys owed being due and payable.  At December 31, 2017, home equity lines of credit totaled $4.8 million, or 4.1% of our total loan portfolio. At December 31, 2017, unfunded commitments on these lines of credit totaled $4.2 million.

Commercial and Multifamily Real Estate Lending.  We offer a variety of commercial and multifamily loans.  Most of these loans are secured by commercial income producing properties, including retail centers,

72

multifamily apartment buildings, warehouses, and office buildings located in our market area.  At December 31, 2017, commercial and multifamily loans totaled $30.7 million, or 26.3% of our gross loan portfolio.

Our loans secured by commercial and multifamily real estate are generally originated with a variable interest rate, fixed for a five, seven or ten-year term and a 20-year amortization period.  At the end of the initial term, there is a balloon payment or the loan re-prices every one to five years during the remaining term based on an independent index matching the ongoing repricing term plus a margin of 1% to 4%.  Loan-to-value ratios on our commercial and multifamily loans typically do not exceed 80% of the lower of cost or appraised value of the property securing the loan at origination.

Loans secured by commercial and multifamily real estate are generally underwritten based on the net operating income of the property, global cash flow of the borrower, quality and location of the real estate, the credit history and financial strength of the borrower and the quality of management involved with the property.  The net operating income or global cash flow of the borrower must be sufficient to cover the payments related to the outstanding debt plus an additional coverage requirement.  We generally impose a minimum debt coverage ratio of approximately 1.2x for the borrower or 1.5x global cash flow.  The global cash flow takes into consideration the living expenses of the persons involved in the request and tax obligations.  For originated loans secured by income producing commercial properties, if the borrower is other than an individual, we generally require the personal guaranty of the borrower. We also generally require an assignment of rents or leases in order to be assured that the cash flow from the project will be used to repay the debt.  Appraisals on properties securing commercial and multifamily loans are performed by independent state certified or licensed fee appraisers and approved by the Board Loan Committee. In order to monitor the adequacy of cash flows on income-producing properties, the borrower is required to provide, at a minimum, annual financial information.  From time to time we also acquire participation interests in commercial and multifamily loans originated by other financial institutions secured by properties located in our market area or in the general proximity of our market area.  At December 31, 2017, however, we did not have any commercial or multifamily loan participations.

Historically, loans secured by commercial and multifamily properties generally involve different credit risks than one- to four-family properties, including because they cannot be sold as easily on the secondary market.  These loans typically involve larger balances to single borrowers or groups of related borrowers.  Because payments on loans secured by commercial and multifamily properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy.  If the cash flow from the project is reduced, or if leases are not obtained or renewed, the borrower's ability to repay the loan may be impaired.  Commercial and multifamily loans also expose a lender to greater credit risk than loans secured by one-to four-family because the collateral securing these loans typically cannot be sold as easily as one-to four-family.  In addition, some of our commercial and multifamily loans are not fully amortizing and contain large balloon payments upon maturity.  Balloon payments may require the borrower to either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or non-payment.  Our largest single commercial and multifamily borrowing relationship at December 31, 2017, totaled $2.2 million and is collateralized by two commercial real estate properties.  At December 31, 2017, these loans were performing in accordance with their repayment terms.

73

Analysis of Commercial Loans

The following table displays information on commercial and multifamily real estate loans by type at December 31, 2017 and 2016:

	At December 31,
	2017					2016
	Amount		Percent			Amount		Percent
	(dollars in thousands)
Multi-family residential	$	6,352		5.4	%	$	5,464		4.7	%
Retail facilities		3,768		3.2			4,030		3.4
Nonresidential farm property		2,110		1.8			3,282		2.8
Office buildings		1,629		1.4			1,442		1.2
Churches		1,535		1.3			1,718		1.5
Single purpose commercial real estate		11,722		10.1			10,423		8.9
Other commercial real estate		3,612		3.1			2,999		2.6

Construction Lending.We originate construction loans secured by single-family residences and commercial and multifamily real estate.  We also originate land and lot loans, which are secured by raw land or developed lots on which the borrower intends to build a residence, and land acquisition and development loans.  At December 31, 2017, our construction loans totaled $2.2 million, or 1.9% of our total loan portfolio.  At December 31, 2017, unfunded construction loan commitments totaled $1.9 million.

	At December 31,
	2017		2016
	(In Thousands)
One- to four- family residential	$	108	$	767
Commercial real estate		2,061		710
Total construction loans	$	2,169	$	1,477

Construction loans to individuals and contractors for the construction and acquisition of personal residences totaled $604,000, or 27.8% of our construction and land portfolio.  We originate these loans whether or not the collateral property underlying the loan is under contract for sale.  At December 31, 2017, construction loans to contractors for homes that were not pre-sold totaled $496,000.

Our residential construction loans generally provide for the payment of interest only during the construction phase, which is typically up to twelve months.  We typically convert construction loans to individuals to permanent loans on completion of construction but if Mid-Southern Savings Bank does not intend to provide the permanent financing we require a take-out financing commitment prior to origination. At the end of the construction phase, the construction loan generally either converts to a longer term mortgage loan or is paid off through a permanent loan from another lender.  Residential construction loans are made up to the lesser of a maximum loan-to-value ratio of 90% of cost or 80% of appraised value at completion.

At December 31, 2017, our largest residential construction mortgage loan commitment was for $75,000, of which $62,000 had been disbursed. This loan was performing according to its repayment terms.  The average outstanding residential construction loan balance was approximately $54,000 at December 31, 2017. Before making a commitment to fund a residential construction loan, we require an appraisal of the subject property by an independent licensed appraiser.  During the construction phase, we make periodic inspections of the construction site and loan proceeds are disbursed directly to the contractors or borrowers as construction progresses. Typically,

74

disbursements are made in monthly draws during the construction period. Loan proceeds are disbursed after inspection based on the percentage of completion method. We also require general liability, builder's risk hazard insurance, title insurance (loans in excess of $500,000), and flood insurance (as applicable, for properties located or to be built in a designated flood hazard area) on all construction loans.

We also originate developed lot and land loans to individuals intending to construct in the future a residence on the property.  We will generally originate these loans in an amount up to 80% of the lower of the purchase price or appraisal.  These lot and land loans are secured by a first lien on the property and have a fixed rate of interest with an initial term of five years of less and a maximum amortization of 20 years. At December 31, 2017, lot and land loans totaled $108,000 or 5.0% of our construction portfolio.

We make land acquisition and development loans to experienced home builders or residential lot developers in our market area.  The maximum loan-to-value limit applicable to these loans is generally 80% of the appraised market value upon completion of the project.  We do not require any cash equity from the borrower if there is sufficient equity in the land being used as collateral.  Development plans are required from developers prior to making the loan.  Our loan officers are required to personally visit the proposed site of the development.  We require that developers maintain adequate insurance coverage.  Land acquisition and development loans generally are originated with a loan term up to 12 months, have adjustable rates of interest based on the Wall Street Journal Prime Rate and require interest only payments during the term of the loan.  Development loan proceeds are disbursed periodically in increments as construction progresses and as inspection by our approved inspectors warrant.  We also require these loans to be paid on an accelerated basis as the lots are sold, so that we are repaid before all the lots are sold.  At December 31, 2017, we had $1.3 million in land acquisition and development loans within our commercial real estate and construction loan portfolios.  At December 31, 2017, our largest land acquisition and development relationship consisted of two loans totaling $617,000, secured by single family residential lots located in our market area.  At December 31, 2017, this loan was performing in accordance with its repayment terms. At December 31, 2017, unfunded loan commitments related to land acquisition and development totaled $509,000.

We also offer commercial and multifamily construction loans.  These loans are underwritten with construction financing for up to 12 months under terms similar to our residential construction loans.  On completion of the construction period the loan by its terms converts to a permanent commercial real estate loans with terms similar to our other permanent commercial and multifamily real estate loans. At December 31, 2017, we had $2.1 million in commercial and multifamily construction loans.

Construction and land financing is generally considered to involve a higher degree of credit risk than longer-term financing on improved, owner-occupied real estate.  Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions.  If the estimate of construction costs is inaccurate, we may be required to advance funds beyond the amount originally committed in order to protect the value of the property and may have to hold the property for an indeterminate period of time.  Additionally, if the estimate of value is inaccurate, we may be confronted with a project that, when completed, has a value that is insufficient to generate full payment. Land loans also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral.  The value of the lots securing our loans may be affected by the success of the development in which they are located.  As a result, construction loans and land loans often involve the disbursement of funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness, rather than the ability of the borrower or guarantor to repay principal and interest.  The nature of these loans is also such that they are generally more difficult to monitor.  In addition, speculative construction loans to a builder are often associated with homes that are not pre-sold, and thus pose a greater potential risk than construction loans to individuals on their personal residences.

Consumer Lending.  We offer a variety of secured consumer loans, including new and used manufactured homes, automobiles, boats and recreational vehicle loans, and loans secured by savings deposits.  We also offer unsecured consumer loans.  We originate our consumer loans primarily in our market area.  All of our consumer loans are originated on a direct basis.

75

Analysis of Consumer and Other Loans

The following table contains information on our consumer loans at December 31, 2017 and 2016.

	December 31, 2017					December 31, 2016
	Amount		Percent			Amount		Percent
			(Dollars in thousands)
Personal automobile loans	$	751		0.7	%	$	779		0.6	%
Unsecured personal loans		67		0.1			79		0.1
Loans secured by deposit accounts		517		0.4			661		0.6
Overdraft protection loans		26		--			35		--
Other secured personal loans		617		0.5			564		0.5

We make loans on new and used automobiles.  Our automobile loan portfolio totaled $751,000 at December 31, 2017, or 38.0% of our consumer loan portfolio and 0.7% of our total loan portfolio.  Automobile loans may be written for a term of up to 72 months and have fixed rates of interest.  Loan-to-value ratios are generally up to 100% of the purchase price for qualified borrowers if the Fair Isaac and Company, Incorporated ("FICO"), credit score is 700 or greater of either the borrower or co-borrower and the debt to income ratio is 35% or less. Borrowers who do not meet these criteria but still qualify in accordance with our underwriting guidelines may borrow up to 80% of the purchase price.   We follow our internal underwriting guidelines in evaluating automobile loans, including credit scoring, verification of employment, reviewing debt to income ratios and valuation of the underlying collateral.

Our consumer loans also include loans secured by new and used manufactured homes not considered permanent dwellings, new and used boats, motorcycles and recreational vehicles, loans secured by deposits and unsecured personal loans, all of which, at December 31, 2017, totaled $1.2 million or 62.0% of our consumer loan portfolio and 1.0% of our total loan portfolio.

These loans typically have terms from five to ten years depending on the collateral and loan-to-value ratios up to 80% and have either fixed or adjustable interest rates.  Our unsecured consumer loans have either a fixed rate of interest generally for a maximum term of 36 months, or are revolving lines of credit of generally up to $25,000.  At December 31, 2017 there were no outstanding loans or unfunded commitments for unsecured consumer lines of credit.

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

Consumer loans generally entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of consumer loans that are secured by rapidly depreciable assets, such as manufactured homes, automobiles, boats and recreational vehicles.  In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.  As a result, consumer loan collections are dependent on the borrower's continuing financial stability and, thus, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Commercial Business Lending.  At December 31, 2017, commercial business loans totaled $3.9 million, or 3.3% of our total loan portfolio.  Substantially all of our commercial business loans have been to borrowers in our market area.  Our commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance commercial vehicles and equipment.  Approximately $878,000 of our commercial business loans at December 31, 2017 were unsecured.  Our commercial business lending policy includes credit file

76

documentation and analysis of the borrower's background, capacity to repay the loan, the adequacy of the borrower's capital and collateral, as well as an evaluation of other conditions affecting the borrower.  Analysis of the borrower's past, present and future cash flows is also an important aspect of our credit analysis.  We generally require personal guarantees on both our secured and unsecured commercial business loans.  Nonetheless, commercial business loans are believed to carry higher credit risk than residential mortgage loans.

Our interest rates on commercial business loans are dependent on the type of lending.  Our secured commercial business loans typically have a loan to value ratio of up to 80% and are term loans ranging from three to five years.  Secured commercial business term loans generally have a fixed rated based on the average yield of the U.S. Treasury with a term similar to that of the length of the fixed rate commitment on the note.  In addition, we typically charge loan fees of 1/2% to 2% of the principal amount at origination, depending on the credit quality and account relationships of the borrower.  Business lines of credit are usually adjustable-rate and are based on the prime rate as reported in the Wall Street Journal plus 0% to 3%, and are generally originated with both a floor and ceiling to the interest rate.  Our business lines of credit have terms ranging from 12 months to 24 months and provide for interest-only monthly payments during the term.

Our commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower.  The borrowers' cash flow may be unpredictable, and collateral securing these loans may fluctuate in value.  Most often, this collateral is accounts receivable, inventory, equipment or real estate.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.  Other collateral securing loans may depreciate over time, may be difficult to appraise, may be illiquid and may fluctuate in value based on the specific type of business and equipment used.  As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself (which, in turn, is often dependent in part upon general economic conditions).

Lending Authority.  Both our President and Chief Executive Officer ("CEO") and Executive Vice President and Senior Loan Officer may individually approve unsecured loans up to $100,000 and all types of secured loans up to $200,000.   The Lending Group (defined as President and CEO, Senior Loan Officer and Chief Credit Officer) may approve unsecured loans up to $150,000 and all types of secured loans up to $500,000.  Mid-Southern Savings Bank has been actively attempting to recruit a new Chief Credit Officer since the promotion of  Alexander G. Babey from Chief Credit Officer to President and CEO.  That role remains unfilled, so the Lending Group Authority level is not being utilized until we recruit a new Chief Credit Officer.  The Director's Loan Committee approves unsecured loans up to $500,000 and secured loans up to $1.0 million.  Any loans over the Director's Loan Committee limit must be approved by the full board of directors.  All loan policy exceptions must be approved by the Director's Loan Committee, the CEO or the Senior Loan Officer up to the committee's, CEO's or Senior Loan Officer's lending authority.  All policy exception loans of $10,000 or more must be reported to the board of directors within 45 days.

Loan Originations, Purchases, Sales, Repayments and Servicing

We originate both fixed-rate and adjustable-rate loans.  Our ability to originate loans, however, is dependent upon customer demand for loans in our market area.  Over the past few years, we have continued to originate residential and consumer loans, and increased our emphasis on commercial and multifamily, construction and land, and commercial business lending.  Demand is affected by competition and the interest rate environment.  During the past few years, we, like many other financial institutions, have experienced significant prepayments on loans due to the low interest rate environment prevailing in the United States.  During the years ended December 31, 2017 and 2016, we did not acquire any loans.  We underwrite participations to the same standards as an internally-originated loan.

In addition to interest earned on loans and loan origination fees, we receive fees for loan commitments, late payments and other miscellaneous services.

77

The following table shows our loan origination, repayment activities for the periods indicated. We did not have any loan purchases or sales during these periods.

	For the years ended December 31,
	2017			2016
Originations by type:
Fixed-rate:
One- to four-family residential	$	1,830		$	2,402
Multi-family residential		284			1,762
Residential construction		270			1,259
Commercial real estate		1,058			2,862
Consumer real estate construction		200			208
Commercial business		2,463			1,278
Consumer		940			1,319
Total fixed-rate		7,045			11,090
Adjustable rate:
One- to four-family residential		14,133			9,048
Multi-family residential		714			1,897
Residential construction		--			--
Commercial real estate		6,117			3,405
Commercial real estate construction		3,562			170
Commercial business		821			1,565
Consumer		25			15
Total adjustable-rate		25,372			16,100
Total loans originated		32,417			27,190
Total principal repayments		32,830			26,819
Net increase (decrease) in total loans	$	(413	)	$	371

Asset Quality

When a borrower fails to make a required payment on a one-to four-family loan, we attempt to cure the delinquency by contacting the borrower.  In the case of loans secured by a one-to four-family property, a late notice typically is sent 15 days after the due date, and the borrower is contacted by phone within 30 days after the due date.  Generally, a delinquency letter is mailed to the borrower.  All delinquent accounts are reviewed by a loan account executive or branch manager who attempts to cure the delinquency by contacting the borrower once the loan is 30 days past due.  If the account becomes 90 days delinquent and an acceptable repayment plan has not been agreed upon, we generally refer the account to legal counsel with instructions to prepare a notice of intent to foreclose.

Delinquent consumer loans, as well as delinquent home equity loans and lines of credit, are handled in a similar manner to one-to four-family loans, except that appropriate action may be taken to collect any loan payment that is delinquent for more than 15 days.  Once the loan is 90 days past due, it is classified as nonaccrual.  Generally, credits are charged-off at 120 days past due.  Our procedures for repossession and sale of consumer collateral are subject to various requirements under the applicable consumer protection laws as well as other applicable laws and the determination by us that it would be beneficial from a cost basis.

Delinquent loans are initially handled by the loan officer in charge of the loan, who is responsible for contacting the borrower.  In addition, management meets weekly and reviews past due and classified loans, as well as other loans that management feels may present possible collection problems, which are reported to the board on a

78

quarterly basis.  If an acceptable workout of a delinquent loan cannot be agreed upon, we generally initiate foreclosure or repossession proceedings on any collateral securing the loan.

Delinquent Loans.

The following table shows our delinquent loans by the type of loan and number of days delinquent as of December 31, 2017.

	30-89 Days							Loans Delinquent For: 90 Days & Over							Total Loans Delinquent
	Number		Amount		Percent of Loan Category			Number		Amount		Percent of Loan Category			Number		Amount		Percent of Loan Category
	(Dollars in thousands)
Real estate loans:
One-to four-family residential		42	$	2,851		3.6	%		14	$	516		0.6	%		56	$	3,367		4.2	%
Multi-family residential		--		--		--			--		--		--			--		--		--
Residential construction		--		--		--			--		--		--			--		--		--
Commercial real estate		5		276		1.2	%		3		97		0.4	%		8		373		1.7	%
Commercial real estate    construction		--		--		--			--		--		--			--		--		--
Total real estate loans		47		3,127		2.8	%		17		613		0.6	%		64		3,740		3.4	%
Commercial business		1		5		0.1	%		--		--		--			1		5		0.1	%
Consumer		-		--		--			--		--		--			--		--		.
Total		48	$	3,132		2.7	%		17	$	613		0.5	%		65	$	3,745		3.2	%

79

Nonperforming Assets.  The table below sets forth the amounts and categories of nonperforming assets in our loan portfolio.  Loans are placed on nonaccrual status when the collection of principal and/or interest become doubtful or when the loan is more than 90 days past due.  Foreclosed assets include assets acquired in settlement of loans.We had no accruing loans 90 days or more delinquent for the periods reported.

	December 31,
	2017			2016
	(Dollars in thousands)
Non-accruing loans:
Real estate loans:
One- to four-family residential	$	1,333		$	1,668
Multi-family residential		--			--
Residential construction		--			--
Commercial real estate		535			699
Commercial real estate construction		--			--
Total real estate loans		1,868			2,367
Commercial business loans		10			19
Consumer loans		--			11
Total non-accruing loans		1,878			2,397
Real estate owned
One- to four-family residential		138			313
Commercial real estate		38			--
Repossessed automobiles, recreational vehicles		--			--
Total non-performing assets	$	2,054		$	2,710
Total nonperforming assets as a percentage of total assets		1.2	%		1.5	%
Restructured loans
Real estate loans:
One- to four-family residential	$	877		$	1,258
Commercial real estate		484			759
Total real estate loans		1,361			2,017
Commercial business loans		514			567
Consumer loans		--			14
Total restructured loans	$	1,875		$	2,598

80

For the year ended December 31, 2017, total interest income that would have been recorded had the nonaccrual loans been current in accordance with their original terms amounted to $45,000, all of which was excluded in interest income for the year ended December 31, 2017.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition at December 31, 2017 Compared to December 31, 2016 – Delinquencies and Nonperforming Assets" for more information on troubled assets.

Troubled Debt Restructured Loans.  Troubled debt restructurings, which are accounted for under Accounting Codification Standard ("ASC") 310-40, are loans which have renegotiated loan terms to assist borrowers who are unable to meet the original terms of their loans.  Such modifications to loan terms may include a lower interest rate, a reduction in principal, or a longer term to maturity.  All troubled debt restructurings are initially classified as impaired, regardless of whether the loan was performing at the time it was restructured.  Once a troubled debt restructuring has performed according to its modified terms for six months and the collection of principal and interest under the revised terms is deemed probable, we remove the troubled debt restructuring from nonperforming status.  At December 31, 2017 and 2016, we had $1.9 million and $2.6 million, respectively, of loans that were classified as troubled debt restructurings and still on accrual. Included in nonperforming loans at December 31, 2017 and 2016 were troubled debt restructured loans of $219,000 and $416,000, respectively.

Foreclosed  Assets.  Foreclosed assets at December 31, 2017 consisted of one single family residence totaling $138,000 and one commercial real estate property totaling $38,000.  The largest foreclosed property is a single family residence which had a book value of $138,000 as of December 31, 2017.  We do not expect to experience a material loss on any of our foreclosed assets at December 31, 2017 based on current appraisals and valuation estimates.

Other Loans of Concern.  In addition to the nonperforming assets set forth in the table above, as of December 31, 2017, there were 31 loans totaling $3.5 million with respect to which known information about the possible credit problems of the borrowers have caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the nonperforming asset categories.  These loans have been considered individually in management's determination of our allowance for loan losses.  The largest loan relationship of concern at December 31, 2017, totaled $798,000 and was secured by single family residential and farm ground property located in Washington County, Indiana.  The remaining loans of concern consist of $1.4 million in residential first mortgages, $753,000 in commercial real estate loans and $513,000 in commercial business loans. Loans of concern had specific loan loss reserves of $74,000 at December 31, 2017.

Classified Assets.  Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the OCC to be of lesser quality, as "substandard," "doubtful" or "loss."  An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected.  Assets classified as "doubtful" have all of the weaknesses in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions and values, "highly questionable and improbable."  Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.  Assets which do not currently expose Mid-Southern Savings Bank to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated as special mention.

When we classify problem assets as either substandard or doubtful, we may establish specific allowance for loan losses in an amount deemed prudent by management.  Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the OCC and the FDIC, which may order the establishment of additional general or specific loss allowances.

81

We regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations.  On the basis of management's review of our assets, at December 31, 2017, we had classified $5.0 million of our assets as substandard, which represented a variety of outstanding loans, foreclosed real estate and repossessed assets.  Classified assets totaled $5.0 million, or 20.6% of our equity capital and 2.8% of our assets at December 31, 2017 and $6.6 million, or 28.6% of our equity capital and 3.7% of our assets at December 31, 2016.  Mid-Southern Savings Bank had $50,000 in assets classified as special mention at December 31, 2017 compared to $853,000 at December 31, 2016.

Allowance for Loan Losses.  We maintain an allowance for loan losses to absorb probable loan losses in the loan portfolio.  The allowance is based on ongoing, monthly assessments of the estimated probable incurred losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers the types of loans and the amount of loans in the loan portfolio, peer group information, historical loss experience, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.  Large groups of smaller balance homogeneous loans, such as one-to four-family, small commercial and multifamily, home equity and consumer loans, are evaluated in the aggregate using historical loss factors and peer group data adjusted for current economic conditions.

At December 31, 2017 and 2016, our allowance for loan losses was $1.7 million and $2.5 million, or 1.5% and 2.1% of our total loan portfolio, respectively.  Specific valuation reserves totaled $141,000 and $222,000 at December 31, 2017 and 2016, respectively.

Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change.  In the opinion of management, the allowance, when taken as a whole, properly reflects estimated probable loan losses in our loan portfolio.  See Notes 1 and 3 of the Notes to Consolidated Financial Statements included in this prospectus for additional information.

82

The following table sets forth an analysis of our allowance for loan losses at the dates indicated:

	December 31,
	2017			2016
	(Dollars in thousands)
Balance at beginning of period	$	2,503		$	3,130
Charge-offs:
One-to four-family residential		64			218
Multi-family residential		--			--
Construction		--			--
Commercial real estate		19			1
Commercial business		--			--
Consumer		18			25
Total charge-offs		101			244
Recoveries:
One-to four-family residential		6			54
Multi-family residential		--			--
Construction		--			--
Commercial real estate		1			1
Commercial business		--			--
Consumer		14			11
Total recoveries		21			66
Net charge-offs		(80	)		(178	)
Recapture of provision for loan losses		(700	)		(449	)
Balance at end of period	$	1,723		$	2,503
Net charge-offs during the period as a percentage of average loans outstanding during the period		0.1	%		0.2	%
Net charge-offs during the period as a percentage of average nonperforming assets		3.4	%		6.6	%
Allowance as a percentage of nonperforming loans		91.7	%		104.4	%
Allowance as a percentage of total loans (end of period)		1.5	%		2.1	%

The decrease in our allowance for loan losses as a percentage of nonperforming loans was a result of the decrease in the allowance for loan losses due to net charge-offs and the recapture of the  provision for loan losses in 2017.  Nonperforming loans decreased to $1.9 million at December 31, 2017 from $2.4 million at December 31, 2016.  The allowance for loan losses as a percentage of total loans was 1.5% and 2.1% as of December 31, 2017 and 2016, respectively.

83

The distribution of our allowance for losses on loans at the dates indicated is summarized as follows:

			At December 31,
	2017		% of Allowance To Total Allowance			% of Loans In Category To Total Loans			2016		% of Allowance to Total Allowance			% of Loans in Category to Total Loans
	Amount		Percent			Percent			Amount		Percent			Percent
						(Dollars in thousands)
Allocated at end of period to:
One- to four- family residential	$	1,072		0.9	%		68.6	%	$	1,573		1.3	%		69.0	%
Multi-family residential		219		0.2			5.4			337		0.3			4.7
Construction		20		--			1.9			9		--			1.3
Commercial real estate		269		0.2			19.1			404		0.3			19.8
Consumer business		111		0.1			3.3			134		0.1			3.2
Consumer		32		--			1.7			46		--			1.8
Total	$	1,723		1.5	%		100.0	%	$	2,503		2.1	%		100.0	%

84

Investment Activities

Federal savings banks have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, including callable agency securities, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds.  Subject to various restrictions, federal savings banks may also invest their assets in investment grade commercial paper and corporate debt securities and mutual funds whose assets conform to the investments that the institution is otherwise authorized to make directly.

Specific investment strategies are formulated by the ALCO committee.  The ALCO committee is composed of Mid-Southern Savings Bank's executive management team. The board of directors will review and approve these investment strategies and then can delegate the authority to execute to ALCO.  In addition to authorizing and approving the investment policy, the board of directors has the responsibility for the approval of strategies and for monitoring the investment portfolio of Mid-Southern Savings Bank. Investment activities will be conducted in accordance with Mid-Southern Savings Bank's policy and consistent with Mid-Southern Savings Bank's asset/liability management policy. The board of directors has the ultimate responsibility for establishing policy and monitoring management's compliance with the policy.  The President is responsible for all investment executions in the portfolio.Mid-Southern Savings Bank retains the services of an investment advisor to provide advice to and consult with the Board and ALCO on various investment strategies.

The ALCO committee considers various factors when making strategic recommendations to the board of directors including the marketability, maturity and tax consequences of the proposed investment.  The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.

The general objectives of our investment portfolio will be to provide liquidity when loan demand is high, to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk.  Our investment quality will emphasize safer investments with the yield on those investments secondary to not taking unnecessary risk with the available funds.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management."

As a condition of membership at the FHLB, we are required to purchase and hold a certain amount of FHLB stock.  At December 31, 2017, we owned $778,000 in FHLB stock. Our stock purchase requirement is based, in part, upon the outstanding principal balance of advances from the FHLB.  Our FHLB stock has a par value of $100, and is carried at cost.

The composition of our investment securities portfolio at December 31, 2017, excluding FHLB stock, is as follows:  Federal agency mortgage-backed securities with an amortized cost of $23.4 million and a fair value of $23.1 million, municipal bonds with an amortized cost of $21.6 million and a fair value of $21.8 million and federal agency debt securities with an amortized cost of $1.0 million and a fair value of $1.0 million.

We review investment securities on an ongoing basis for the presence of other-than-temporary impairment  or OTTI taking into consideration current market conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends, whether we intend to sell a security or if it is likely that we will be required to sell the security before recovery of our amortized cost basis of the investment, which may be maturity, and other factors.  For debt securities, if we intend to sell the security or it is likely that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI.  If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings.  The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected.

85

Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI.  The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and the fair value, is recognized as a charge to other comprehensive income.  Impairment losses related to all other factors are presented as separate categories within other comprehensive income.

At December 31, 2017, we held no investment securities for which declines in value are considered other-than-temporary.  We do not intend to sell these securities and it is more likely than not that we will not be required to sell the securities before anticipated recovery of the remaining amortized cost basis.  We closely monitor our investment securities for changes in credit risk. If market conditions deteriorate and we determine our holdings of these or other investment securities are OTTI, our future earnings, stockholders' equity, regulatory capital and continuing operations could be materially adversely affected.

The following table sets forth the composition of our securities portfolio and other investments at the dates indicated.  At December 31, 2017, our securities portfolio did not contain securities of any issuer with an aggregate carrying value in excess of 10% of our equity capital, excluding those issued by the United States Government or its agencies.

	December 31,
	2017				2016
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Securities available-for-sale:
Federal agency securities	$	1,000	$	999	$	2,000	$	1,998
Municipal obligations		21,474		21,742		15,554		15,546
Mortgage-backed		23,304		22,975		26,879		26,595
Total available-for-sale		45,778		45,716		44,433		44,139
Securities held to maturity:
Municipal obligations		85		87		131		135
Mortgage-backed		78		80		155		160
Total held to maturity		163		167		286		295
Restricted equity securities:
Federal Home Loan Bank stock		778		778		778		778
Total securities	$	46,719	$	46,661	$	45,497	$	45,212

86

Maturity of Securities

The composition and contractual maturities of our investment portfolio at December 31, 2017, excluding Federal Home Loan Bank stock, are indicated in the following table. Weighted average yields on tax exempt securities are presented on a tax-equivalent basis using a federal marginal tax rate of 21%. Certain mortgage-backed securities, including collateralized mortgage obligations, have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below.

	One Year or Less					More than One Year to Five Years					More than Five Years To Ten Years					More Than 10 Years					Total
	Carrying Value		WeightedAverageYield			CarryingValue		WeightedAverageYield			CarryingValue		WeightedAverageYield			CarryingValue		WeightedAverageYield			CarryingValue		WeightedAverageYield
Securities available-for-sale
Federal agency securities	$	999		1.00	%	$	-		-		$	- -		-		$	-		-		$	999		1.00	%
Municipal obligations		-		-			822		3.27	%		6,071		3.33	%		14,849		3.28	%		21,742		3.69	%
Mortgage-backed securities		901		1.60	%		13,203		1.77	%		1,454		1.86	%		7,417		2.04	%		22,975		1.86	%
Total available-for-sale	$	1,900		1.28	%	$	14,025		1.86	%	$	7,525		3.05	%	$	22,266		2.87	%	$	45,716		2.71	%
Securities held to maturity:
Municipal obligations	$	-		-		$	85		6.01	%	$	-		-		$	-		-		$	85		6.01	%
Mortgage-backed securities		-		-			23		4.75	%		6		2.23	%		49		2.79	%		78		3.33	%
Total held to maturity	$	-		-		$	108		5.74	%	$	6		2.23	%		49		2.79	%	$	163		4.73	%

87

Sources of Funds

General.  Our sources of funds are primarily deposits, borrowings, payments of principal and interest on loans and funds provided from operations.

Deposits.  We offer a variety of deposit accounts to both consumers and businesses having a wide range of interest rates and terms.  Our deposits consist of savings accounts, money market deposit accounts, demand accounts and certificates of deposit.  We solicit deposits primarily in our market area; however, at December 31, 2017, approximately 2.5% of our deposits were from persons outside the state of Indiana.As of December 31, 2017, core deposits, which we define as our non-certificate or non-time deposit accounts, represented approximately 66.1% of total deposits, compared to 61.6% as of December 31, 2016, respectively.We primarily rely on competitive pricing policies, marketing and customer service to attract and retain these deposits and we expect to continue these practices in the future.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition.  The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand.  We have become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious.  We manage the pricing of our deposits in keeping with our asset/liability management, liquidity and profitability objectives, subject to competitive factors.  Based on our experience, we believe that our deposits are relatively stable sources of funds.  Despite this stability, our ability to attract and maintain these deposits and the rates paid on them has been and will continue to be significantly affected by market conditions.

The following table sets forth our total deposit activity for the periods indicated.

	Years Ended December 31,
	2017			2016
	(Dollars in thousands)
Beginning balance	$	154,058		$	160,218
Net withdrawals		(2,742	)		(6,751	)
Interest credited		577			591
Net decrease in deposits		(2,165	)		(6,160	)
Ending balance	$	151,893		$	154,058

88

The following table sets forth the balances of our deposit accounts and the dates indicated.

	December 31,
	2017					2016
	Amount		Percent of Total			Amount		Percent of Total
	(Dollars in thousands)
Transactions and Savings Deposits:
Noninterest bearing checking	$	18,008		11.9	%	$	16,767		10.9	%
Interest-bearing checking		36,797		24.2			35,471		23.0
Savings and money market		45,514		30.0			42,718		27.7
Total transaction and savings deposits		100,319		66.1			94,956		61.6
Certificates:
0.00 – 1.99%		49,091		32.3	%		56,220		36.5	%
2.00 – 3.99%		2,483		1.6			2,882		1.9
Total certificates of deposit		51,574		33.9			59,102		38.4
Total deposits	$	151,893		100.0	%	$	154,058		100.0	%

 89

Money market account increases were primarily a result of an increased emphasis on new business relationships, customers placing maturing certificate funds into money market accounts in light of the low interest rate environment and a preference in the marketplace for insured deposits over other investments.  As our commercial lending business increases, we anticipate increases in transaction and savings deposits from our commercial customers.  We are a public funds depository and as of December 31, 2017, we had $11.8 million in public funds.  These funds consisted of $712,000 in certificates of deposit, $7.6 million in savings accounts and $3.5 million in checking accounts at December 31, 2017.

	At December 31,
	2017								2016
	Amount		Percent of Total			Increase/ (Decrease)			Amount		Percent of Total
	(Dollars in thousands)
Noninterest bearing checking	$	18,008		11.8	%	$	1,241		$	16,767		10.9	%
Interest bearing checking		36,797		24.2			1,326			35,471		23.0
Savings and money market		45,514		30.0			2,796			42,718		27.7
Certificates of deposit:
Maturing:
Within one year		16,415		10.8			(5,452	)		21,867		14.2
After one year, but within two years		9,242		6.1			(1,394	)		10,636		6.9
After two years, but within five years		25,917		17.1			(682	)		26,599		17.3
Maturing thereafter		--		--			--			--		--
Total	$	151,893		100.0	%	$	(2,165	)	$	154,058		100.0	%

90

The following table shows rate and maturity information for our certificates of deposit at December 31, 2017.

		0.00- 1.99%		2.00%- or greater			Total			Percent of Total
	(Dollars in thousands)
Certificate accounts maturing
in quarter ending:
March 31, 2018	$	4,903		$	--		$	4,903			9.5	%
June 30, 2018		3,809			--			3,809			7.4
September 30, 2018		4,331			--			4,331			8.4
December 31, 2018		3,195			175			3,370			6.5
March 31, 2019		2,583			--			2,583			5.0
June 30, 2019		2,964			--			2,964			5.7
September 30, 2019		1,267			--			1,267			2.5
December 31, 2019		2,428			--			2,428			4.7
March 31, 2020		1,213			74			1,287			2.5
June 30, 2020		2,887			612			3,499			6.8
September 30, 2020		4,672			--			4,672			9.1
December 31, 2020		3,564			131			3,695			7.2
Thereafter		11,275			1,491			12,766			24.7
Total	$	49,091		$	2,483		$	51,574			100.0	%
Percent of total		95.2	%		4.8	%		100.0	%

Jumbo Certificates

The following table indicates the amount of our jumbo certificates of deposit by time remaining until maturity as of December 31, 2017. Jumbo certificates of deposit are certificates in amounts of $100,000 or more.

Maturity Period	Total
	(In thousands)
Three months or less	$	869
Over three through six months		672
Over six through twelve months		2,270
Over twelve months		12,758
Total	$	16,569

91

Deposit Maturities

The following table indicates the amount of our certificates of deposit and other deposits by time remaining until maturity as of December 31, 2017.

	Maturity
	3 months or less		Over 3 to 6 months		Over 6 to 12 months		Over 12 months		Total
	(Dollars in thousands)
Certificates of deposit less than $100,000	$	4,035	$	3,137	$	5,432	$	22,401	$	35,005
Certificates of deposit of $100,000 or more		869		672		2,270		12,758		16,569
Total certificates of deposit	$	4,904	$	3,809	$	7,702	$	35,159	$	51,574

Borrowings.  Although deposits are our primary source of funds, we may utilize borrowings as a cost-effective source of funds when they can be invested at a positive interest rate spread, for additional capacity to fund loan demand, or to meet our asset/liability management goals.  Our borrowings currently consist of advances from the FHLB.  See Note 3 of the Notes to Consolidated Financial Statements included in this prospectus for additional information.

We are a member of the Federal Home Loan Bank of Indianapolis, which is part of the Federal Home Loan Bank System.  The eleven regional Federal Home Loan Banks provide a central credit facility for their member institutions.  We may use advances from the Federal Home Loan Bank of Indianapolis to supplement our supply of investable funds. The FHLB 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 FHLB 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 FHLB's assessment of the institution's creditworthiness. At December 31, 2017, we had $25.0 million of available borrowing capacity with the FHLB and had no advances outstanding. Average short-term borrowings have not exceeded 30% of stockholders' equity in the past two years.

Subsidiary and Other Activities

Mid-Southern, M.H.C. has one subsidiary, Mid-Southern Savings Bank.  Mid-Southern Savings Bank has one subsidiary, Mid-Southern Investments, Inc.  Mid-Southern Investments, Inc. was formed in 2017 to invest in general market municipal bonds, rather than bank qualified municipal bonds which, although tax advantaged, may not have the yield we seek. Our capital investment in the Mid-Southern Investments as of December 31, 2017 was $10.2 million.

Competition

We face strong competition in attracting deposits and originating loans.  Competition in originating real estate loans comes primarily from other savings institutions, commercial banks, credit unions, life insurance companies and mortgage brokers.  Other savings institutions, commercial banks, credit unions and finance companies provide vigorous competition in consumer lending.  Commercial business competition is primarily from local commercial banks, but other savings banks and credit unions also compete for this business.  We compete by consistently delivering high-quality, personal service to our customers which results in a high level of customer satisfaction.

Our market area has a high concentration of financial institutions, many of which are branches of large money center and regional banks that have resulted from the consolidation of the banking industry in Indiana and other Mid-Western states.  These include such large national lenders as PNC Bank, JP Morgan, Chase, US Bank and Branch Banking and Trust Company and others in our market area that have greater resources than we do and offer

92

services that we do not provide.  For example, we do not offer trust services or non-FDIC insured investments.  Customers who seek "one-stop shopping" may be drawn to institutions that offer services that we do not.

We attract our deposits through our branch office system.  Competition for those deposits is principally from other savings institutions, commercial banks and credit unions located in the same community, as well as mutual funds and other alternative investments.  We compete for these deposits by offering superior service and a variety of deposit accounts at competitive rates.  Based on the most recent data provided by the FDIC, there are approximately 40 other commercial banks and savings institutions operating in the Louisville/Jefferson County, KY-IN MSA and 14 other commercial banks and savings institutions in Lawrence, Orange and Washington counties of Indiana.  Based on the most recent branch deposit data provided by the FDIC, our share of deposits in the Louisville/Jefferson County, KY-IN MSA was approximately 0.32%.  The five largest financial institutions in that area have 66.9% of those deposits.  In addition, our share of deposits in Lawrence, Orange and Washington counties was the largest in the three county area at 16.1%, with the five largest institutions in the three county area having 59.4% of the deposits.

Employees

At December 31, 2017, we had a total of 34 full-time employees and nine part-time employees.  Our employees are not represented by any collective bargaining group. Management considers its employee relations to be good.

Legal Proceedings

From time to time we are involved as plaintiff or defendant in various legal actions arising in the normal course of business.  We do not anticipate incurring any material legal fees or other liability as a result of such litigation.

Properties

At December 31, 2017, we had our administrative offices and two full-service banking offices and a loan production office with an aggregate net book value of $2.0 million.  All of our offices are owned except for the loan production office which we lease.  The operating leases contain renewal options and require us to pay property taxes and operating expenses on the properties.  See also Note 6 of the Notes to Consolidated Financial Statements included in this prospectus for additional information.  In the opinion of management, the facilities are adequate and suitable for our current needs.  We may open additional banking offices to better serve current customers and to attract new customers in subsequent years.

93

 The following table sets forth certain information concerning our offices at December 31, 2017.

Location	Square Footage		Owned or Leased	Lease Expiration Date		Net Book Value at  December 31, 2017
						(In thousands)
Main office: Salem Main Office 300 N. Water Street Salem, Indiana 47167		9,318	Owned		N/A	$	628
Branch offices: Orleans Branch 870 S. Maple Street Orleans, Indiana 47452		2,489	Owned		N/A	$	301
Mitchell Office 1505 West Main Street Mitchell, Indiana 47446		3,098	Owned		N/A	$	1,019
New Albany Loan    Production Office 3626 Grant Line Road, Suite 103 New Albany, Indiana 47150		1,403	Leased		2019	$	15	(1)
______________
(1)Net depreciable value of assets.

We maintain depositor and borrower customer files utilizing a telecommunications network, portions of which are leased.  Management has a disaster recovery plan in place with respect to the data processing system, as well as our operations as a whole.

SUPERVISION AND REGULATION

General.  Set forth below is a brief description of certain laws and regulations that are applicable to Mid-Southern Bancorp and Mid-Southern Savings Bank.  The description of these laws and regulations, as well as descriptions of laws and regulations contained elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations.  Legislation is introduced from time to time in the United States Congress that may affect the operations of Mid-Southern Bancorp and Mid-Southern Savings Bank .  In addition, the regulations governing us may be amended from time to time.  Any such legislation or regulatory changes in the future could adversely affect our operations and financial condition.  See "Restrictions on Acquisitions of Mid-Southern Bancorp" for information on regulatory limits and requirements on persons or companies seeking to acquire control of those entities.

The OCC has extensive enforcement authority over all federally-chartered savings associations, including Mid-Southern Savings Bank.  The Federal Reserve has the same type of authority over Mid-Southern Bancorp.  This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease-and-desist orders and removal orders and initiate injunctive actions.  In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.  Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the OCC or Federal Reserve.  Except under certain circumstances, public disclosure of final enforcement actions by the OCC or Federal Reserve is required by law.

Dodd-Frank Act

As noted above, the Dodd-Frank Act made significant changes to the regulatory structure for depository institutions and their holding companies. However, the Dodd-Frank Act's changes go well beyond that and affect the

94

lending, investments and other operations of all depository institutions. The Dodd-Frank Act required the Federal Reserve Board to set minimum capital levels for both bank holding companies and savings and loan holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital for holding companies were restricted to capital instruments that were then currently considered to be Tier 1 capital for insured depository institutions. Subsequent regulations issued by the Federal Reserve Board generally exempted from these requirements bank and savings and loan holding companies of less than $1 billion of consolidated assets. The legislation also established a floor for capital of insured depository institutions, and directed the federal banking regulators to implement new leverage and capital requirements that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

The Dodd-Frank Act created a new CFPB with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as Mid-Southern Savings Bank, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets continue to be examined for compliance by their applicable bank regulators. The new legislation also weakened the federal preemption available for national banks and federal savings associations, which include federal savings banks, and gave state attorneys general the ability to enforce applicable federal consumer protection laws.

The Dodd-Frank Act broadened the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. The legislation also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. The Dodd-Frank Act increased stockholder influence over boards of directors by requiring publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called "golden parachute" payments. The legislation also directed the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank and savings and loan holding company executives, regardless of whether the company is publicly traded. Further, the legislation required that originators of securitized loans retain a percentage of the risk for transferred loans, directed the Federal Reserve Board to regulate pricing of certain debit card interchange fees and contained a number of reforms related to mortgage originations.

Many provisions of the Dodd-Frank Act involve delayed effective dates and/or require implementing regulations. The implementation of the legislation is an ongoing process and the impact on operations cannot yet fully be assessed. The Dodd-Frank Act has resulted in, may continue to result in, an increased regulatory burden and increased compliance, operating and interest expense for Mid-Southern Savings Bank. However, in February 2017, the President issued an executive order that a policy of his administration would be making regulation efficient, effective, and appropriately tailored, and directed certain regulatory agencies to review and identify laws and regulations that inhibit federal regulation of the U.S. financial system in a manner consistent with the policies stated in the executive order. Any changes in laws or regulation as a result of this review could result in a repeal, amendment to or delayed implementation of the Dodd-Frank Act.

Regulation of Mid-Southern Savings Bank

General.  Mid-Southern Savings Bank, as a federally-chartered savings bank, is subject to regulation and oversight by the OCC extending to all aspects of its operations.  This regulation is intended for the protection of depositors and not for the purpose of protecting stockholders.  Mid-Southern Savings Bank is required to maintain minimum levels of regulatory capital and will be subject to certain limitations on the payment of dividends to Mid-Southern.  See "– Capital Requirements for Mid-Southern Savings Bank" and "– Limitations on Dividends and Other Capital Distributions."  Mid-Southern Savings Bank also is subject to regulation and examination by the FDIC, which insures the deposits of Mid-Southern Savings Bank to the maximum extent permitted by law.

OCC.  The investment and lending authority of Mid-Southern Savings Bank is prescribed by federal laws and regulations and Mid-Southern Savings Bank is prohibited from engaging in any activities not permitted by such laws and regulations.

As a federally chartered savings bank, Mid-Southern Savings Bank is required to meet a qualified thrift lender ("QTL") test to avoid certain restrictions on its operations.  This test requires Mid-Southern Savings Bank to have at least 65% of its portfolio assets, as defined by regulation, in qualified thrift investments on a monthly average for nine out of every 12 months on a rolling basis.  "Qualified thrift investments" means primarily securities, mortgage loans and other investments related to housing, home equity loans, credit card loans, education

95

loans and other consumer loans up to a certain percentage of assets.  "Portfolio assets" generally means total assets of a savings association less the sum of certain specified liquid assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings association's business.  As an alternative, Mid-Southern Savings Bank may also meet the QTL test by qualifying as a "domestic building and loan association" ("DBLA") under the Internal Revenue Code of 1986.  To satisfy the DBLA test, a savings association must meet a "business operations test" and a "60 percent of assets test."  The business operations test requires the business of a DBLA to consist primarily of acquiring the savings of the public and investing in loans.  The 60% of assets test requires that at least 60% of a DBLA's assets consist of assets that savings associations normally hold, except for consumer loans that are not educational loans.  As of December 31, 2017, Mid-Southern Savings Bank met the QTL test.

Under either test, Mid-Southern Savings Bank is required to maintain a significant portion of its assets in residential-housing-related loans and investments.  Any institution that fails to meet the QTL test is subject to enforcement action and certain restrictions on its operations and dividend payments. In the event of continuing failure, any company controlling the institution must become a bank holding company and subject to the restrictions applicable to bank holding companies and the institution must divest certain assets. Mid-Southern Savings Bank is subject to a 35% of total assets limit on consumer loans, commercial paper and corporate debt securities, a 20% limit on commercial loans, provided that the amount in excess of 10% of total assets can only be used for small business loans, and a 400% of capital limit on non-residential real property loans.  At December 31, 2017, Mid-Southern Savings Bank had 1.1% of its assets in consumer loans, commercial paper and corporate debt securities, 19.6% of its assets in commercial loans and 100.9% of its capital in non-residential real property loans.

Our relationship with our depositors and borrowers is regulated to a great extent by federal laws and regulations, especially in such matters as the ownership of savings accounts and the form and content of our mortgage requirements.  In addition, the branching authority of Mid-Southern Savings Bank is regulated by the OCC.  Mid-Southern Savings Bank is generally authorized to branch nationwide.

Mid-Southern Savings Bank is subject to a statutory lending limit on aggregate loans to one borrower or a related group of borrowers.  That limit is equal to 15% of our unimpaired capital and surplus, except that for loans fully secured by specified readily-marketable collateral, the limit is increased to 25%.  At December 31, 2017, Mid-Southern Savings Bank's lending limit under this restriction was $3.9 million. We have no loans in excess of our lending limit.

We are subject to periodic examinations by the OCC.  During these examinations, the examiners may require Mid-Southern Savings Bank to provide for higher general or specific loan loss reserves, which can impact our capital and earnings.  As a federally-chartered savings bank, Mid-Southern Savings Bank is subject to a semi-annual assessment, based upon its total assets, to fund the operations of the OCC.

The OCC has adopted guidelines establishing safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings standards, internal controls and audit systems, interest rate risk exposure and compensation and other employee benefits.  Any institution that fails to comply with these standards must submit a compliance plan.

The OCC has primary enforcement responsibility over federal savings associations and has authority to bring actions against the institution and all institution-affiliated parties, including controlling stockholders, directors, management, employees and agents, as well as independent contractors and consultants, such as attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful actions likely to have an adverse effect on an insured institution.  Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institutions of receivership, conservatorship or termination of deposit insurance.  Civil money penalties cover a wide range of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases.  The FDIC has the authority to recommend to the OCC that enforcement action be taken with respect to a particular federal savings association.  If action is not taken by the OCC, the FDIC has authority to take such action under certain circumstances.  Federal law also establishes criminal penalties for certain violations.

96

Insurance of Accounts by the FDIC.

The FDIC insures deposit accounts in Mid-Southern Savings Bank up to applicable limits.  The FDIC assesses deposit insurance premiums quarterly on each FDIC-insured institution applied to its deposit base, which is its average consolidated total assets minus its Tier 1 capital.  No institution may pay a dividend if it is in default on its federal deposit insurance assessment.

The FDIC calculates assessments for small institutions (those with less than $10 billion in assets) based on an institution's weighted average CAMELS component ratings and certain financial ratios.  Currently, assessment rates range from 3 to 16 basis points for institutions with CAMELS composite ratings of 1 or 2, 6 to 30 basis points for those with a CAMELS composite score of 3, and 16 to 30 basis points for those with CAMELS Composite scores of 4 or 5, subject to certain adjustments.  Assessment rates are scheduled to decrease in the future as the reserve ratio increases.  The reserve ratio is the ratio of the net worth of the deposit insurance fund to aggregate insured deposits.

As required by the Dodd Frank Act, the FDIC has adopted a rule to offset the effect of the increase in the minimum reserve ratio of the DIF on small institutions by imposing a surcharge on institutions with assets of $10 billion or more commencing on July 1, 2016 and ending when the reserve ratio reaches 1.35%.  This surcharge period is expected to end by December 31, 2018.  Small institutions will receive credits for the portions of their regular assessments that contributed to growth in the reserve ratio between 1.15% and 1.35%.  The credits will apply to reduce regular assessments for quarters when the reserve ratio is at least 1.38.

FDIC-insured institutions are required to pay an additional quarterly assessment called the FICO assessment in order to fund the interest on bonds issued to resolve thrift failures in the 1980s.  This assessment rate is adjusted quarterly to reflect changes in the assessment base, which is average assets less tangible equity, and is the same base as used for the deposit insurance assessment.  These assessments are expected to continue until the bonds mature in the years 2017 through 2019.  

Transactions with Related Parties.  Transactions between Mid-Southern Savings Bank and its affiliates are required to be on terms as favorable to Mid-Southern Savings Bank as transactions with non-affiliates, and certain of these transactions, such as loans to an affiliate, are restricted to a percentage of Mid-Southern Savings Bank's capital and require eligible collateral in specified amounts.  In addition, Mid-Southern Savings Bank may not lend to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of most affiliates.  Mid-Southern Investments and Mid-Southern, M.H.C. are affiliates of Mid-Southern Savings Bank.

The Sarbanes-Oxley Act of 2002 generally prohibits loans by Mid-Southern to its executive officers and directors.  However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws.  Under such laws, Mid-Southern Savings Bank's authority to extend credit to executive officers, directors and 10% stockholders ("insiders"), as well as entities such persons control, is limited.  The laws limit both the individual and aggregate amount of loans that Mid-Southern Savings Bank may make to insiders based, in part, on Mid-Southern Savings Bank's capital level and requires that certain board approval procedures be followed.  Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment.  There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees.  Loans to executive officers are subject to additional limitations based on the type of loan involved.

Capital Requirements

Mid-Southern Savings Bank and its holding company are subject capital regulations adopted by the Federal Reserve and the OCC. that became effective January 1, 2015 (with some provisions phased in over several years).  Under these capital regulations, the minimum capital ratios are: (1) a common equity Tier 1 ("CET1") capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total capital ratio of 8.0% of risk-weighted assets, and (4) a leverage ratio (the ratio of Tier 1 capital to average total adjusted assets) of 4.0%.  CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income ("AOCI") unless an institution elects to exclude AOCI from regulatory capital, as discussed below, and certain minority interests, all subject to applicable regulatory adjustments and deductions.  Tier 1 capital generally includes

97

CET1 and noncumulative perpetual preferred stock, less most intangible assets, subject to certain adjustments.  Total capital consists of Tier 1 and Tier 2 Capital.  Tier 2 capital, which is limited to 100 percent of Tier 1 capital, includes such items as qualifying general loan loss reserves, cumulative perpetual preferred stock, mandatory convertible debt, term subordinated debt and limited life preferred stock; however, the amount of term subordinated debt and intermediate term preferred stock that may be included in Tier 2 capital is limited to 50 percent of Tier 1 capital.  Risk-weighted assets are determined under the capital regulations, which assign risk-weights to all assets and to certain off-balance sheet items.

These regulations include the phasing-out of certain instruments as qualifying capital.  Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital.  In addition, Tier 1 capital includes AOCI, which includes all unrealized gains and losses on available for sale debt and equity securities, unless an institution elects to opt out of such inclusion, if eligible to do so.  We have elected to permanently opt-out of the inclusion of AOCI in our capital calculations.

The capital regulations include a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% risk weight for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and a 250% risk weight for mortgage servicing and deferred tax assets that are not deducted from capital.

In addition to the minimum CET1, Tier 1 and total capital ratios, the capital regulations require a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses.  The phase-in of the capital conservation buffer requirement began on January 1, 2016, when a buffer greater than 0.625% of risk-weighted assets was required, which amount increases each year until the buffer requirement is fully implemented on January 1, 2019.

So long as a savings and loan holding company's total consolidated assets remain less than $1 billion and the company and it savings association subsidiaries meet certain criteria with respect to supervisory ratings and capital, these capital regulations apply only to the savings association subsidiaries and do not apply to the savings and loan holding company.

Under the OCC's prompt corrective action standards, in order to be considered well-capitalized, a savings association must have a ratio of CET1 capital to risk-weighted assets of 6.5%, a ratio of Tier 1 capital to risk-weighted assets of 8%, a ratio of total capital to risk-weighted assets of 10%, and a leverage ratio of 5%.  In order to be considered adequately capitalized, a savings association must have the minimum capital ratios described above.  Institutions with lower capital ratios are assigned to lower capital categories.  Based on safety and soundness concerns, the OCC may assign an institution to a lower capital category than would otherwise apply based on its capital ratios.

The OCC is also authorized to require a savings association to maintain additional amounts of capital in connection with concentrations of assets, interest rate risk and certain other items.  The OCC has not imposed such a requirement of Mid-Southern Savings Bank.

An institution that is not well capitalized is subject to certain restrictions on brokered deposits and interest rates on deposits.  An institution that is not at least adequately capitalized is subject to numerous additional restrictions, and a guaranty by its holding company is required.  An institution with a ratio of tangible equity to total assets of 2.0% or less is subject to appointment of the FDIC as receiver if its capital level does not improve in timely fashion.  When the FDIC as receiver liquidates an institution, the claims of depositors and the FDIC as their successor have priority over other unsecured claims against the institution.

As of December 31, 2017, Mid-Southern Savings Bank qualifies as well-capitalized under applicable rules and met the capital conservation buffer requirement.  Regulatory capital is discussed further in Note 15 of the Notes to Consolidated Financial Statements.

Savings and Loan Holding Company Act and Change in Bank Control Act.  Any company, except a bank holding company, that acquires control of a savings association or savings and loan holding company becomes

98

a "savings and loan holding company" subject to registration, examination and regulation by the Federal Reserve and must obtain the prior approval of the Federal Reserve under the Savings and Loan Holding Company Act before obtaining control of a savings association or savings and loan holding company.  A bank holding company must obtain the prior approval of the Federal Reserve under the Bank Holding Company Act before obtaining control of a savings association or savings and loan holding company and remains subject to regulation under the Bank Holding Company Act.  The term "company" includes corporations, partnerships, associations, and certain trusts and other entities.  "Control" of a savings association or savings and loan holding company is deemed to exist if a company has voting control, directly or indirectly of at least 25% of any class of the savings association's voting stock or controls in any manner the election of a majority of the directors of the savings association or savings and loan holding company, and may be presumed under other circumstances, including, but not limited to, holding 10% or more of a class of voting securities if the institution has a class of registered securities, as Mid-Southern Bancorp will have upon completion of the offering.  Control may be direct or indirect and may occur through acting in concert with one or more other persons.  In addition, a savings and loan holding company must obtain Federal Reserve approval prior to acquiring voting control of more than 5% of any class of voting stock of another savings association or another savings association holding company.  A provision limiting the acquisition by a bank holding company of more than 5% of the outstanding voting stock of any company is included in the Bank Holding Company Act.

Accordingly, the prior approval of the Federal Reserve Board would be required:

· before any savings and loan holding company or bank holding company could acquire 5% or more of the common stock of Mid-Southern Bancorp or Mid-Southern Savings Bank; and

· before any other company could acquire 25% or more of the common stock of Mid-Southern Bancorp or Mid-Southern Savings Bank, and may be required for an acquisition of as little as 10% of such stock.

In addition, persons that are not companies are subject to the same or similar definitions of control with respect to savings and loan holding companies and savings associations. As such, prior regulatory approval is required from the Federal Reserve in the case of control of a savings and loan holding company and from the OCC in the case of control of a savings association when a person(s) rather than a holding company seeks control of a savings and loan holding company or a savings association.

Community Reinvestment and Consumer Protection Laws.  In connection with its lending and other activities, Mid-Southern Savings Bank is subject to a number of federal laws designed to protect customers and promote lending to various sectors of the economy and population.  Examples of such laws include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and the Community Reinvestment Act ("CRA").  Among other things, these laws:

· require lenders to disclose credit terms in meaningful and consistent ways;

· prohibit discrimination against an applicant in any consumer or business credit transaction;

· prohibit discrimination in housing-related lending activities;

· require certain lenders to collect and report applicant and borrower data regarding loans for home purchases or improvement projects;

· require lenders to provide borrowers with information regarding the nature and cost of real estate settlements;

· prohibit certain lending practices and limit escrow account amounts with respect to real estate transactions;

· require financial institutions to implement identity theft prevention programs and measures to protect the confidentiality of consumer financial information; and

99

· prescribe possible penalties for violations of the requirements of consumer protection statutes and regulations.

The CFPB has the authority to implement regulations under such laws, and to examine financial institutions with assets in excess of $10 billion for compliance with such regulations and laws.  The OCC examines Mid-Southern Savings Bank for compliance with federal consumer protection laws and regulations because it does not meet the $10 billion asset threshold.

In addition, federal banking regulators have enacted regulations limiting the ability of banks and other financial institutions to disclose nonpublic consumer information to non-affiliated third parties.  The regulations require disclosure of privacy policies and allow consumers to prevent certain personal information from being shared with non-affiliated parties.

The CRA requires the appropriate federal banking agency, in connection with its examination of a bank or savings association, to assess the institution's record in meeting the credit needs of the communities served by the bank, including low and moderate income neighborhoods.  Under the CRA, institutions are assigned a rating of "outstanding," "satisfactory," "needs to improve," or "substantial non-compliance" and the appropriate federal banking agency is to take this rating into account in the evaluation of certain applications of the institution, such as an application relating to a merger or the establishment of a branch.  An unsatisfactory rating may be used as the basis for the denial of such an application.  The CRA also requires that all institutions make public disclosures of their CRA ratings. Mid-Southern Savings Bank received a "satisfactory" rating from the OCC in its most recent CRA evaluation.

Bank Secrecy Act / Anti-Money Laundering Laws.  Mid-Southern Savings Bank is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001.  These laws and regulations require Mid-Southern Savings Bank to implement policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing and to verify the identity of their customers.  Violations of these requirements can result in substantial civil and criminal sanctions.  In addition, provisions of the USA PATRIOT Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing mergers and acquisitions.

Limitations on Dividends and Other Capital Distributions.  OCC regulations impose various restrictions on the ability of savings institutions, including Mid-Southern Savings Bank, to make distributions of capital, which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account.  Mid-Southern Savings Bank must file a notice with the OCC and the Federal Reserve before making any capital distribution.  Mid-Southern Savings Bank generally may make capital distributions during any calendar year in an amount up to 100% of net income for the year-to-date plus retained net income for the two preceding years, so long as it is well-capitalized after the distribution.  If Mid-Southern Savings Bank, however, proposes to make a capital distribution when it does not meet its capital requirements (or will not following the proposed capital distribution) or that will exceed these net income-based limitations, it must obtain the OCC's approval prior to making such distribution.  The OCC may object to any distribution based on safety and soundness concerns.  Additional restrictions on Mid-Southern Savings Bank dividends may apply if the bank fails the QTL test.

Dividends from Mid-Southern Bancorp may depend, in part, upon its receipt of dividends from Mid-Southern Savings Bank.  No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized.  Mid-Southern Savings Bank, as a federal savings bank, must notify the Federal Reserve prior to paying a dividend to Mid-Southern Bancorp.  The Federal Reserve may disapprove a dividend if, among other things, the Federal Reserve determines that the federal savings bank would be undercapitalized on a pro forma basis or the dividend is determined to raise safety or soundness concerns or violates a prohibition contained in applicable statutes, regulations, enforcement actions or agreements between the institution (or its holding company) and a federal bank regulator.

Failure to maintain the capital conservation buffer can also result in restrictions on the payment of dividends.

Federal Home Loan Bank System.Mid-Southern Savings Bank is a member of the Federal Home Loan Bank of Indianapolis, one of the 11 regional Federal Home Loan Banks in the Federal Home Loan Bank System. 

100

The Federal Home Loan Bank System provides a central credit facility for member institutions.  As a member of the Federal Home Loan Bank of Indianapolis, Mid-Southern Savings Bank is required to hold shares of capital stock in that Federal Home Loan Bank.  Mid-Southern Savings Bank was in compliance with this requirement with an investment in Federal Home Loan Bank stock at December 31, 2017 of $778,000.

Regulation of Mid-Southern Bancorp

Mid-Southern Bancorp.  As a savings and loan association holding company, Mid-Southern Bancorp is subject to regulation, supervision and examination by the Federal Reserve.  Applicable federal law and regulations limit the activities of Mid-Southern Bancorp and require the approval of the Federal Reserve for any acquisition of a subsidiary, including another financial institution or holding company thereof, or a merger or acquisition of Mid-Southern Bancorp.  In addition, the Federal Reserve has enforcement authority over Mid-Southern Bancorp and its non-savings institution subsidiaries.  Among other things, this authority permits the Federal Reserve to restrict or prohibit activities that are determined to be a serious risk to Mid-Southern Savings Bank.

Permissible Activities.  Pursuant to federal law and regulations and policy, a savings and loan holding company such as Mid-Southern may generally engage in the activities permitted for financial holding companies under Section 4(k) of the Bank Holding Company Act and certain other activities that have been authorized for savings and loan holding companies by regulation.

Federal law prohibits a savings and loan holding company from, directly or indirectly or through one or more subsidiaries, acquiring more than 5% of the voting stock of another savings association, or savings and loan holding company thereof, without prior written approval of the Federal Reserve or from acquiring or retaining, with certain exceptions, more than 5% of the voting stock of a non-subsidiary holding company or savings association.  A savings and loan holding company is also prohibited from acquiring more than 5% of the voting stock of a company engaged in activities other than those authorized by federal law, from engaging in activities that would constitute a serious risk to the safety and soundness of its subsidiary bank or from acquiring or retaining control of a depository institution that is not insured by the FDIC.  In evaluating applications by holding companies to acquire savings associations, the Federal Reserve must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors.

The Federal Reserve is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings associations in more than one state, except:  (i) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (ii) the acquisition of a savings  association in another state if the laws of the state of the target savings association specifically permit such acquisitions.  The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Federal Securities Law.  The stock of Mid-Southern Bancorp will be registered with the SEC under the  Exchange Act.  Mid-Southern Bancorp will be subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Exchange Act.

Mid-Southern Bancorp stock held by persons who are affiliates of Mid-Southern Bancorp may not be resold without registration unless sold in accordance with certain resale restrictions.  For this purpose, affiliates are generally considered to be officers, directors and principal stockholders.  If Mid-Southern Bancorp meets specified current public information requirements, each affiliate of Mid-Southern Bancorp will be able to sell in the public market, without registration, a limited number of shares in any three-month period.

The SEC has adopted regulations and policies under the Sarbanes-Oxley Act of 2002 that will apply to Mid-Southern Bancorp as a registered company under the Exchange Act.  The stated goals of these requirements are to increase corporate responsibility, 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.  The SEC and Sarbanes-Oxley-related regulations and policies include very specific additional disclosure requirements and corporate governance rules.

101

FEDERAL AND STATE TAXATION

Federal Taxation

General.  We 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 certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Mid-Southern Bancorp or Mid-Southern Savings Bank.  Our federal income tax returns have never been audited by the Internal Revenue Service.

We had no unrecognized tax benefits at December 31, 2017 and 2016.

Method of Accounting.  For federal income tax purposes, we currently report our income and expenses on the accrual method of accounting and use a fiscal year ending on December 31 for filing our federal income tax return.

Minimum Tax.  The Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain items of tax preference and adjustment, called alternative minimum taxable income.  Net operating losses can offset no more than 90% of alternative minimum taxable income.  The alternative minimum tax is payable to the extent that the taxpayer's alternative minimum tax is in excess of the taxpayer's regular tax.    Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years.  We have not been subject to the alternative minimum tax in prior years, nor do we have any such amounts available as credits for carryover.

Net Operating Loss Carryovers.  A financial institution may carryback net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years.  This provision applies to losses incurred in taxable years beginning after August 6, 1997.  In 2009, Internal Revenue Code Section 172 (b) (1) was amended to allow businesses to carry back losses incurred in 2008 and 2009 for up to five years to offset 50% of the available income from the fifth year and 100% of the available income for the other four years.  At December 31, 2017, we had no net operating loss carry-forwards for federal income tax purposes.

Corporate Dividends-Received Deduction.  Mid-Southern Bancorp will elect to file a consolidated return with Mid-Southern Savings Bank.  Therefore any dividends Mid-Southern Bancorp receives from Mid-Southern Savings Bank will not be included as income to Mid-Southern Bancorp.

State Taxation

Indiana Taxation. Indiana imposes a 6.5% franchise tax based on a financial institution's adjusted gross income as defined by statute.  In computing adjusted gross income, deductions for municipal interest, U.S. Government interest and the bad debt deduction computed using the reserve method are disallowed.  Mid-Southern Savings Bank's state franchise tax returns have not been audited for the past five tax years.

102

MANAGEMENT

Shared Management Structure

The Board of Directors of Mid-Southern Bancorp consists of the eight individuals who currently serve as directors of Mid-Southern Savings Bank and Mid-Southern, M.H.C.  The executive officers of Mid-Southern Bancorp will be the same as those of Mid-Southern Savings Bank.  Although there are no present plans to do so, both Mid-Southern Bancorp and Mid-Southern Savings Bank may choose to appoint additional or different persons as directors and executive officers in the future. We expect that Mid-Southern Bancorp and Mid-Southern Savings Bank will continue to have common directors and executive officers until there is a business reason to establish separate management structures.  To date, directors and executive officers have been compensated for their services to Mid-Southern Savings Bank.  These individuals may receive additional compensation, such as director fees, for their services to Mid-Southern Bancorp in the future.

Mid-Southern Bancorp has established an audit committee, a nominating and corporate governance committee and a compensation committee, as well as written charters governing the composition and responsibilities of these committees.

Our Directors

The Board of Directors of Mid-Southern Bancorp is divided into three classes, as nearly equal as possible, with approximately one-third of the directors elected each year.  Upon completion of the conversion and offering, the directors will be elected by the stockholders of Mid-Southern Bancorp annually for three-year terms, and until their successors are elected and have qualified.  The terms of the directors of each of Mid-Southern Bancorp and Mid-Southern Savings Bank are identical.  The following table lists the directors, their ages as of December 31, 2017, the calendar years when they began serving as directors of Mid-Southern Bank and Mid-Southern, M.H.C., and their current terms as director.

Name	Age	Year first elected or appointed director	Term to expire
Paul G. Allemeier	83	1989	2019
Alexander G. Babey	49	2016	2020
Larry R. Bailey	55	2013	2020
Dana J. Dunbar	68	2004	2020
Trent L. Fisher	58	2005	2019
Charles W. Lamb	78	2001	2018
Kermit A. Lamb	69	2013	2018
Brent A. Rosenbaum	57	2014	2018

Business Background of Our Directors

The Board believes that the many years of service that our directors have at Mid-Southern Savings Bank or at other financial institutions is one of the directors' most important qualifications for service on our Board.  This service has given them extensive knowledge of the banking business and our company.  Furthermore, their service on Board committees here or at other institutions, especially in area of audit, compliance and compensation is critical to their ability to oversee the management of Mid-Southern Savings Bank by our executive officers.  Service on the Board by our President and Chief Executive Officer is crucial in aiding the outside directors in understanding the critical and complicated issues that are common in the banking business.  Each outside director brings special skills, experience and expertise to the Board as a result of their other business activities and associations.  The business experience of each director of Mid-Southern Savings Bank for at least the past five years and the experience, qualifications, attributes, skills and area of expertise of each director that supports his service as a director are set forth below.Unless otherwise indicated, directors have held their positions for at least the past five years.

Paul G. Allemeier is a retired banker.  Mr. Allemeier served as Chairman of the Board of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from 1987until 2013, and served as President and Chief Executive Officer

103

of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from 1987 through 1999.  Prior to joining Mid-Southern Savings Bank and Mid-Southern M.H.C., he was a bank examiner and served in a number of financial management positions with the Federal Home Loan Bank of Indianapolis and an Indiana-based financial institution.  Mr. Allemeier brings extensive banking experience to our Board.

Alexander G. Babey has been President and Chief Executive Officer of Mid-Southern Bancorp since its formation in January 2018 and the President of Chief Executive Officer of Mid-Southern Savings Bank and Mid-Southern, M.H.C. since October 2016.  Prior to that, he was Executive Vice President and Chief Credit Officer from December 2013 until October 2016.  He was a credit administration consultant from June 2013 until December 2013, having served as Executive Vice President and Senior Loan Officer of The BANK-Oldham County from May 2005 until its acquisition in May 2013.  Mr. Babey brings a wealth of banking knowledge to our Board, with particular expertise in lending and experience at both large regional and community banks.

Larry R. Bailey is the President of Indiana University Health Paoli Hospital and Indiana University Health Morgan Hospital, positions he has held since May 2010 and October 2015, respectively.  Mr. Bailey is a Certified Public Accountant and also has a Master of Business Administration degree.    He is a Board member of the Boys & Girls Club of Bloomington. Mr. Bailey's accounting qualification augments the Board's financial expertise.

Dana J. Dunbar has served as the Chairman of the Board of Mid-Southern Bancorp since its formation in January 2018, and Mid-Southern Savings Bank and Mid-Southern, M.H.C. since 2013.  Mr. Dunbar is the owner of Dunbar & Co. Insurance LLC, President of D&P Foods, Inc. (Arby's franchises) and Managing Director and Corporate Secretary of Burton & Dunbar Development Corporation.  He possesses expertise in the insurance, real estate development and retail food industries.

Trent L. Fisher is a Doctor of Veterinary Medicine and has owned Salem Veterinary Service, Inc. since 1989.  He is currently a trustee of his church.  Dr. Fisher is familiar with our market area and is a successful local business owner.

Charles W. Lamb is a retired banker, having worked in banking for 38 years.  Prior to retiring, he was Senior Vice President of the Bank of Orleans and Regional Officer for CNB Bancshares, Inc./Civitas.  Mr. Lamb is active in his church and his community, having been named Citizen of the Year in the Orleans area and having served as a member of the Orleans Community School Board and the Orleans Community Public Library Board.  He brings extensive banking experience and knowledge of our market area to the Board.

Kermit A. Lamb is a retired banker.  Mr. Lamb was the President and Chief Executive Officer of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from May 2013 until October 2016.  Prior to that, he served as Senior Vice President and Loan Officer of Mid-Southern Savings Bank from April 2002 until May 2013.   Mr. Lamb has 46 years of banking experience with particular expertise in commercial, consumer, mortgage and agricultural lending.

Brent A. Rosenbaum is a farmer and Partner/Farmer of Rosenbaum Farms LLC.  Mr. Rosenbaum is familiar with our market area and is a successful local business owner.

Business Background of Our Executive Officers Who Are Not Directors

The following sets forth information regarding our executive officers who are not directors.  Age information is as of December 31, 2017.  Our executive officers are elected annually.

Frank (Buzz) M. Benson III, age 56, has served as the Executive Vice President and Senior Loan Officer of Mid-Southern Savings Bank since June 2014.  Prior to that, he was the Senior Vice President of Lending at Main Source Bank from 1998 until June 2014.

Erica B. Schmidt, age 39, has been the Executive Vice President and Chief Financial Officer of Mid-Southern Bancorp since its formation in January 2018 and of Mid-Southern Savings Bank and Mid-Southern, M.H.C. since January 2014.  Prior to that, she served as Controller of Mid-Southern Savings Bank from September 2005 through December 2013.  Ms. Schmidt has also been our Corporate Secretary since 2013 and Treasurer since 2008.

104

Director Independence

The Board of Directors has determined that six of our eight directors are independent, as defined in the listing standards of the Nasdaq Stock Market.  Messrs. Allemeier, Bailey, Dunbar, Fisher and Rosenbaum are independent.  Mr. Babey is not independent because he is our President and Chief Executive Officer and Mr. K. Lamb is not independent because he is our immediate past President and Chief Executive Officer.

In determining the independence of our directors, the Board of Directors considered relationships between Mid-Southern Savings Bank, Mid-Southern, M.H.C. and our directors that are not required to be reported under "—Transactions With Related Persons," below.

Corporate Governance Policies and Procedures

In addition to establishing committees of our Board of Directors, Mid-Southern Bancorp has adopted policies to govern the activities of both Mid-Southern Bancorp and Mid-Southern Savings Bank, including a Corporate Governance Policy and a Code of Ethics.  The Corporate Governance Policy covers such matters as the following:

· the composition, responsibilities and operation of our Board of Directors;

· the establishment and operation of Board committees, including audit, nominating and corporate governance and compensation committees;

· convening executive sessions of independent directors; and

· our Board's interaction with management and third parties.

The Code of Ethics applies to all employees and directors, and has been designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

Transactions With Related Persons

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director.  There are several exceptions to this general prohibition, one of which is applicable to Mid-Southern Savings Bank.  The Sarbanes-Oxley Act does not apply to loans made by a depository institution that is insured by the Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act.  All loans to Mid-Southern Savings Bank's directors and officers are made in conformity with the Federal Reserve Act and applicable regulations.

All loans made by Mid-Southern Savings Bank to executive officers, directors, immediate family members of executive officers and directors, or organizations with which executive officers and directors are affiliated, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans to persons not related to Mid-Southern Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.  Mid-Southern Savings Bank is in compliance with federal regulations with respect to its loans and extensions of credit to executive officers and directors.

Any transactions that would be required to be reported under this section of this prospectus must be reviewed by our Audit Committee or another independent body of the Board of Directors.  In addition, any transaction with a director is reviewed by and subject to approval of the members of the Board of Directors who are not directly involved in the proposed transaction to confirm that the transaction is on terms that are no more favorable than those that would be available to us from an unrelated third party through an arms-length transaction.  The aggregate amount of our loans to our executive officers and directors was $1.4 million at December 31, 2017.  As of December 31, 2017, these loans were performing according to their original repayment terms.

105

Family Relationships

Directors Charles W. Lamb and Kermit A. Lamb are brothers.

Director Compensation

The following table provides compensation information for each member of the board of directors of Mid-Southern Savings Bank during the year ended December 31, 2017 except for Mr. Babey, our President and Chief Executive Officer, whose compensation is presented in the Summary Compensation table under the caption "Executive Compensation" below.

Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($)(1)	Total ($)
Paul G. Allemeier	21,100	2,590	23,690
Larry R. Bailey	23,500	--	23,500
Dana J. Dunbar	31,500	15,729	47,229
Trent L. Fisher	21,100	22,091	43,191
Charles W. Lamb	20,100	16,355	36,455
Kermit A. Lamb	23,300	44,815 (2)	68,115
Brent A. Rosenbaum	20,900	12,080	32,980
David E. Branaman (3)	--	15,609 (4)	15,609
Joseph C. Etzler (3)	--	--	--

__________

(1)	Unless otherwise noted, consists of medical and life insurance premiums.
(2)	In addition to medical and life insurance premiums, also includes consulting fees of $28,063 paid pursuant to the consulting agreement described below.
(3)	Director emeritus.
(4)	Health care insurance.

All non-employee directors of Mid-Southern Savings Bank with the exception of the Chairman receive a monthly retainer of $800, a fee of $600 per month for each Board meeting attended and a fee of $300 per meeting for any special Board meeting.  The Chairman of the Board receives a monthly retainer of $1,000, a fee of $800 per month for each Board meeting attended and a fee of $400 per meeting for any special, or other Board meeting.  Non-employee directors serving on the Loan and Audit Committees receive $200 per meeting attended with the chairperson of each committee receiving $400 per meeting attended.  Non-employee directors serving on the Personnel Committee receive $200 per meeting attended with the chairperson receiving $250 per meeting attended.  For the year following retirement, emeritus directors receive a monthly retainer of $400 and one-half the Board meeting fee for each meeting attended.  No separate fees are paid for service on the Board of Directors of Mid-Southern, M.H.C.

Directors are provided or reimbursed for travel and lodging and other customary out-of-pocket expenses incurred in attending out-of-town board and committee meetings, industry conferences and continuing education seminars.  Mid-Southern Savings Bank also pays the premiums on directors' and officers' liability insurance.

In January 2017, Mid-Southern Savings Bank entered into a consulting agreement with Director Kermit A. Lamb, the immediate past President and Chief Executive Officer of the Bank.  The agreement provides for consulting services to be provided on an as needed basis at the discretion of the Mid-Southern Savings Bank's President and Chief Executive Officer.  Mr. Lamb is paid $25 per hour for consulting plus reimbursement of mileage expenses at the rate published by the Internal Revenue Service.

In the past, directors were allowed to individually elect to defer receipt of current compensation in exchange for benefits payable upon their retirement from the Board.  All deferrals are credited with interest at an 8% annual rate.  At December 31, 2017, we had accrued a liability of $249,000 with respect to our obligation under these agreements.

106

Executive Compensation

We use a combination of salary, discretionary bonuses and other employee benefits to attract and retain qualified persons to serve as executive officers of Mid-Southern Savings Bank.  We currently provide health and welfare benefits to our employees, including hospitalization, comprehensive medical insurance, life and long-term disability insurance, subject to certain deductibles and copayments by employees.  We also provide a retirement benefit in the form of a 401(k) Plan.  The Personnel Committee establishes executive officer compensation annually.

Summary Compensation Table.  The following table sets forth a summary of certain information concerning the compensation paid by us for services rendered in all capacities during the years ended December 31, 2017 and 2016, to our President and Chief Executive Officer and our two next highest compensated executive officers, whose total compensation for 2017 exceeded $100,000.  We will use the term "named executive officers" in this prospectus to refer to the persons listed in this table.

Name	Year	Salary ($)	Bonus ($)	All Other Compensation ($)(1)	Total ($)
Alexander G. Babey	2017	159,642	12,775	26,618	199,035
President and Chief Executive Officer	2016	155,769	220	27,882	183,626
Frank (Buzz) M. Benson III	2017	147,222	10,275	37,135	194,632
Executive Vice President and Senior Loan Officer	2016	142,100	218	35,541	177,859
Erica B. Schmidt	2017	102,103	10,275	32,824	145,202
Executive Vice President, Chief Financial Officer, Treasurer and Secretary	2016	95,227	256	30,673	128,537

__________

(1) Consists of the following:

Name	401(k) Matching Contribution ($)	Executive Medical Benefits ($)	Life Insurance ($)	Car Allowance ($)	Total ($)
Alexander G. Babey	16,527	--	91	10,000	26,618
Frank (Buzz) M. Benson III	14,962	22,091	82	--	37,135
Erica B. Schmidt	10,676	22,091	57	--	32,824

Employment Agreements.  Mid-Southern Savings Bank entered into a two-year employment agreement with Mr. Benson on May 29, 2014 and a revised three-year employment agreement with Mr. Babey on October 1, 2016.  Under these agreements, the current base salary for Messrs. Babey and Benson is $161,534 and $145,379, respectively, which amounts are paid by Mid-Southern Savings Bank and may be increased at the discretion of the Board of Directors.  The agreements state that the executives are entitled to participate in all benefit plans and arrangements generally available to employees of Mid-Southern Savings Bank and in any supplementary benefits provided to Mid-Southern Savings Bank's senior executives.  Mr. Babey's agreement also provides him with a $10,000 annual car allowance.

Following the initial terms of the employment agreements, the terms may be extended by the Board for an additional 12-month period unless a termination notice is given by either Mid-Southern Savings Bank or the executive.  The employment agreements are terminable by Mid-Southern Savings Bank for cause at any time and upon the occurrence of events specified by federal regulations.

Mr. Babey's employment agreement provides for a change in control payment if he terminates his own employment within 60 to 90 days following a change in control, or if his employment is terminated within two years

107

following a change in control either by the successor to Mid-Southern Savings Bank or by Mr. Babey for good reason.  The payment, which must be made within 30 days following the termination of employment, will have a value equal to two times the average of Mr. Babey's taxable compensation includable in taxable income for the five years preceding the change in control.  Mr. Benson's employment agreement provides that he will receive a one-time change in control bonus if he remains continuously employed by Mid-Southern Savings Bank through the closing of the change in control event.  His bonus, which will have a value equal to two times his then-current base salary, must be paid within 74 days after the end of the year in which the closing of the change in control occurs.  Under the employment agreements, a "change in control" is deemed to occur if, at any time during the term of the agreement: (1) a person other than Mid-Southern Savings Bank becomes the beneficial owner of securities of Mid-Southern Savings Bank representing 50% or more of the combined voting power of Mid-Southern Savings Bank's then outstanding securities; (2) during any period of two consecutive years, the incumbent Board members no longer constitute a majority of the Board; or (3) the business of Mid-Southern Savings Bank is disposed of pursuant to a partial or complete liquidation or sale of assets or otherwise.

The employment agreements with Messrs. Babey and Benson were amended on February 20, 2018.  The agreements were amended for the purpose of updating the definition of change in control and specifying that the conversion does not constitute a change in control.  These amendments will take effect immediately prior to the conversion.

Change in Control Severance Agreement.  In connection with the conversion, we entered into a change in control severance agreement with Ms. Schmidt on December 20, 2017.  The agreement has a term of one year and will be extended for one year on each anniversary date, provided that the Board of Directors of Mid-Southern Savings Bank has not given Ms. Schmidt notice of non-renewal.  If, within the 12 months following a change in control, Ms. Schmidt experiences an involuntary termination, Mid-Southern Bancorp and Mid-Southern Savings Bank will pay to her, within 25 days after the date of termination, a lump sum cash payment equal to 150% of her annual base salary.

Ms. Schmidt's change in control severance agreement defines "involuntary termination" as the termination of her employment: (1) by Mid-Southern Savings Bank, without her express written consent; or (2) by Ms. Schmidt due to her resignation from Mid-Southern Savings Bank no more than 60 days after the date: (a) Mid-Southern Savings Bank reduces or changes Ms. Schmidt's duties to those which are clearly not consistent with executive status; (b) Mid-Southern Savings Bank requires Ms. Schmidt to change her principal work location by at least 30 miles and she refuses to make such move; or (c) Mid-Southern Savings Bank reduces Ms. Schmidt's base salary (other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of Mid-Southern Savings Bank), in each case each condition is not cured within 30 days after she has delivered written notice of such condition to Mid-Southern Savings Bank.  Involuntary termination does not include termination for cause or suspension or temporary or permanent prohibition from participation in the conduct of Mid-Southern Savings Bank's affairs under Section 8 of the Federal Deposit Insurance Act.

Ms. Schmidt's change in control severance agreement defines "change in control" as: (1) an event or series of events that have the effect of any person, other than any trustee or other fiduciary holding securities of Mid-Southern Savings Bank under an employee benefit plan of Mid-Southern Savings Bank, becoming the beneficial owner of securities of Mid-Southern Bancorp or Mid-Southern Savings Bank representing 50% or more of the combined voting power of Mid-Southern Bancorp's or Mid-Southern Savings Bank's outstanding securities; (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by either Mid-Southern Bancorp or by a vote of two-thirds of Mid-Southern Savings Bank's directors then still in office who were directors at the beginning of the period, or (3) the business of Mid-Southern Savings Bank is disposed of pursuant to a partial or complete liquidation, sale of assets or otherwise.  Change in control does not include a second step conversion where shares of Mid-Southern Bancorp are sold to investors in a public offering, or an acquisition of securities by an employee benefit plan of Mid-Southern Savings Bank or Mid-Southern Bancorp.

Bonus Program.  The Board of Directors has historically awarded discretionary bonuses to both employees and executives, including the named executive officers.  The Board of Directors and the Chief Executive Officer assess the corporate performance of Mid-Southern Savings Bank and the individual performance of each employee in determining bonus payments.  Employees also receive a referral bonus for loans that close.

108

Other Benefits.  We offer a qualified, tax-exempt retirement plan to our employees with a cash or deferred feature qualifying under Section 401(k) of the Code (the "401(k) Plan").  We currently match each 401(k) contribution (other than catch-up contributions) in an amount equal to 75% of the participant's 401(k) deferrals for the year up to 6% of their salary.  We may also make a discretionary profit sharing contribution under the 401(k) Plan.

Benefits to Be Considered Following Completion of the Conversion

Equity Incentive Plan.  Following the offering, we intend to adopt a new stock-based incentive plan that will provide for grants of stock options and restricted common stock awards.  If the stock-based incentive plan is adopted within one year following the conversion, the number of shares of common stock reserved for issuance pursuant to option grants or restricted stock awards under the plan may not exceed 10% and 4%, respectively, of the shares issued in the conversion.  We may exceed this limit if the plan is implemented 12 months or more following completion of the conversion.

We may fund our plans through open market purchases, as opposed to issuing common stock; however, if any options previously granted under our existing stock option plans are exercised during the first year following completion of the offering, they will be funded with newly-issued shares as Federal Reserve Board regulations do not permit us to repurchase our shares during the first year following the completion of this offering except to fund the grants of restricted stock under the stock-based incentive plan or under extraordinary circumstances.  The stock-based incentive plan will not be established sooner than six months after the stock offering and if adopted within one year after the stock offering would require the approval by stockholders owning a majority of the outstanding shares of Mid-Southern Bancorp common stock eligible to be cast.  If the stock-based incentive plan is established after one year after the stock offering, it would require the approval of our stockholders by a majority of votes cast.  The following additional restrictions would apply to our stock-based incentive plan if the plan is adopted within one year after the stock offering:

· non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plan;

· no one non-employee director may receive more than 5% of the options and restricted stock awards authorized under the plan;

· no one officer or employee may receive more than 25% of the options and restricted stock awards authorized under the plan;

· tax-qualified employee stock benefit plans and management stock award plans, in the aggregate, may not hold more than 10% of the shares sold in the offering, unless Mid-Southern Savings Bank has tangible capital of 10% or more, in which case any tax-qualified employee stock benefit plans and management stock award plans may own up to 12% of the shares sold in the offering;

· stock options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of the grant;

· accelerated vesting is not permitted except for death, disability or upon a change in control of Mid-Southern Savings Bank or Mid-Southern Bancorp; and

· our executive officers and directors must exercise or forfeit their options in the event that Mid-Southern Savings Bank becomes critically undercapitalized, is subject to enforcement action or receives a capital directive.

In the event federal regulators change their regulations or policies regarding stock-based incentive plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.

109

Employee Stock Ownership Plan.  In connection with the conversion, we intend to adopt an employee stock ownership plan ("ESOP"), which is a tax-qualified retirement plan for eligible employees.  The named executive officers will be eligible to participate in the ESOP on the same terms as non-executive employees.  Eligible employees will begin participation in the ESOP on the later of the effective date of the conversion or upon the first entry date commencing on or after the eligible employee's completion of one year of service and attainment of age 21.

The ESOP trustee is expected to purchase, on behalf of the ESOP, 8% of the total number of shares of Mid-Southern Bancorp common stock outstanding.  We anticipate that the ESOP will fund its stock purchase with a loan from Mid-Southern Bancorp equal to the aggregate purchase price of the common stock acquired by the ESOP.  The loan will be repaid principally through Mid-Southern Savings Bank's contributions to the ESOP and any dividends payable on common stock held by the ESOP, over the anticipated 20-year term of the loan.  The interest rate for the ESOP loan is expected to equal the prime rate, as published in The Wall Street Journal, on the closing date of the offering, or another rate that is determined to be reasonable.  See "Pro Forma Data."

The ESOP trustee will hold the shares purchased by the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the ESOP repays the loan.  The trustee will allocate the released shares among eligible participants on the basis of each participant's proportional share of includible compensation relative to all participants during the year in which the shares are released.  A participant will become vested in his or her account balance at a rate of 20% per year of credited service over a six-year period, beginning in the second year of credited service.  Participants who were employed by Mid-Southern Savings Bank immediately prior to the conversion will receive credit for vesting purposes for years of service prior to adoption of the ESOP.  Participants also will become fully vested automatically upon normal retirement, death or disability while actively employed, a change in control as defined in the ESOP, or termination of the ESOP.  Generally, participants will be eligible to receive distributions from the ESOP upon separation from service in accordance with the terms of the ESOP document.  The ESOP reallocates any forfeited unvested shares among the remaining participants on a pro rata basis based on eligible compensation paid during the year in which the forfeiture occurs.

The ESOP will permit participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts.  The trustee will vote unallocated shares and allocated shares for which participants do not timely provide instructions on any matter in the same ratio as those shares for which participants provide timely instructions, subject to fulfillment of the trustee's fiduciary responsibilities.

Under applicable accounting requirements, Mid-Southern Savings Bank will record a compensation expense for the ESOP at the fair market value of the shares as they are committed to be released from the unallocated suspense account to participants' accounts, which expense may be more or less than the original issue price of the released shares.  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 the earnings of Mid-Southern Bancorp.

110

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table shows beneficial ownership of Mid-Southern Savings Bank's common stock by:

(1) any person or entity known by management to beneficially own more than 5% of the outstanding shares of Mid-Southern Savings Bank's common stock;

(2) each director and director nominee of Mid-Southern Savings Bank.

(3) each executive officer of Mid-Southern Savings Bank named in the 2017 Summary Compensation Table; and

(4) all of the directors and executive officers of Mid-Southern Savings Bank as a group.

The address of each of the beneficial owners, except where otherwise indicated, is Mid-Southern Savings Bank's address.  Beneficial ownership is determined in accordance with the rules of the SEC.  As of March 23, 2018, there were 1,469,280 shares of Mid-Southern Savings Bank common stock issued and outstanding.

Name		Number of Shares Beneficially Owned(1)		Percent of Shares Outstanding(%)
Beneficial Owners of More than 5%
	Mid-Southern, M.H.C. (2)	1,040,750		70.83
Directors
	Paul G. Allemeier	14,000		*
	Larry R. Bailey	100		*
	Dana J. Dunbar	100		*
	Trent L. Fisher	1,500		*
	Charles W. Lamb	1,500		*
	Kermit A. Lamb	2,100		*
	Brent A. Rosenbaum	200		*
Named Executive Officers
	Alexander G. Babey	1,000		*
	Frank (Buzz) M. Benson III	1,300		*
	Erica B. Schmidt	200	(3)	*
	All directors and executive officers as a group (10 persons)	22,000		1.50

____________________

*	Less than one percent of shares outstanding.
(1)	Except as otherwise noted, the nature of beneficial ownership is sole voting and investment power.
(2)	The MHC is a federally chartered mutual holding company, the principal business of which is to hold at least a majority of the outstanding shares of Mid-Southern Savings Bank. The executive officers and directors of MHC also are stockholders and executives officers and/or directors of Mid-Southern Savings Bank.
(3)	Includes options to acquire 100 shares of common stock.

111

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth, for each of Mid-Southern Bancorp's directors and executive officers and for all of the directors and executive officers as a group, the following information:

(i) the number of exchange shares to be held upon consummation of the conversion, based upon their beneficial ownership of Mid-Southern Saving Bank common stock as of March 23, 2018;

(ii) the proposed purchases of subscription shares, assuming sufficient shares of common stock are available to satisfy their subscription; and

(iii) the total amount of Mid-Southern Bancorp common stock to be held upon consummation of the conversion.

In each case, it is assumed that subscription shares are sold at the midpoint of the offering range.  See "The Conversion and Offering – Additional Limitations on Common Stock Purchases."  Regulations of the Federal Reserve Board prohibit our directors and officers from selling the shares they purchase in the offering for one year after the date of purchase.

		Proposed Purchases of Stock in the Offering(1)		Total Common Stock to be Held
Name	Number of Exchange Shares to be Held(2)	Number of Shares	Amount	Number of Shares	Percentage ofShares Outstanding (%)(2)
Directors:
Paul G. Allemeier	24,836	1,000	10,000	25,836	*
Larry R. Bailey	177	2,000	20,000	2,177	*
Dana J. Dunbar	177	10,000	100,000	10,177	*
Trent L. Fisher	2,661	20,000	200,000	22,661	*
Charles W. Lamb	2,661	1,000	10,000	3,661	*
Kermit A. Lamb	3,725	2,500	25,000	6,225	*
Brent A. Rosenbaum	354	10,000	100,000	10,354	*
Named Executive Officers:
Alexander G. Babey	1,774	20,000	200,000	21,774	*
Frank (Buzz) M. Benson III	2,306	20,000	200,000	22,306	*
Erica B. Schmidt	354	500	5,000	855	*
All directors and executive officers as a group (10 persons)	39,025	87,000	870,000	126,025	4.67

______________________

* Less than one percent of shares outstanding.

(1) Includes proposed subscriptions, if any, by associates of the director or officer.

(2) Based on information presented in the "Beneficial Ownership of Common Stock" table above. Assumes an exchange ratio of 1.774 shares for each share of Mid-Southern Savings Bank and that 2,700,000 shares will be outstanding after the conversion.

112

THE CONVERSION AND OFFERING

The Boards of Directors of Mid-Southern, M.H.C. and Mid-Southern Savings Bank have approved the plan of conversion.  The plan of conversion must also be approved by the members of Mid-Southern, M.H.C (depositors of Mid-Southern Savings Bank) and the stockholders of Mid-Southern Savings Bank.  The annual meeting of members of Mid-Southern, M.H.C. and an annual meeting of stockholders of Mid-Southern Savings Bank have been called for this purpose.  The Federal Reserve Board has conditionally approved the plan of conversion, however, this approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

General

Pursuant to the plan of conversion, our organization will convert from the mutual holding company form of organization to the fully stock form.  Mid-Southern, M.H.C., the mutual holding company parent of Mid-Southern, M.H.C., will be merged into Mid-Southern Bancorp and Mid-Southern, M.H.C. will no longer exist.  Mid-Southern, M.H.C., which owns 71% of Mid-Southern Savings Bank, will be succeeded by a new Indiana corporation named Mid-Southern Bancorp.  As part of the conversion, the ownership interest of Mid-Southern, M.H.C. in Mid-Southern Savings Bank. will be offered for sale in the offering by Mid-Southern Bancorp.  When the conversion is completed, all of the outstanding common stock of Mid-Southern Savings Bank will be owned by Mid-Southern Bancorp and all of the outstanding common stock of Mid-Southern Bancorp will be owned by public stockholders.  A diagram of our corporate structure before and after the conversion is set forth in the "Summary" section of this prospectus.

Under the plan of conversion, at the completion of the conversion, each share of Mid-Southern Savings Bank common stock owned by persons other than Mid-Southern, M.H.C. will be canceled and converted automatically into shares of Mid-Southern Bancorp common stock determined pursuant to an exchange ratio.  The exchange ratio will ensure that immediately after the exchange of existing shares of Mid-Southern Savings Bank for shares of Mid-Southern Bancorp, the public stockholders will own the same percentage of outstanding common stock of Mid-Southern Bancorp that they owned in Mid-Southern Savings Bank immediately prior to the conversion, excluding any shares they purchased in the offering and cash paid in lieu of fractional exchange shares.

Mid-Southern Bancorp intends to contribute between $7.5 million and $10.4 million of net proceeds, or $12.0 million if the offering range is increased by 15%, to Mid-Southern Savings Bank and to retain between $6.2 million and $8.6 million of the net proceeds, or $10.0 million if the offering range is increased by 15% (excluding the portion of the net proceeds loaned to our employee stock ownership plan).  The conversion 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.

The plan of conversion provides that we will offer shares of common stock in a "subscription offering" in the following descending order of priority:

(i) First, to depositors with accounts at Mid-Southern Savings Bank with aggregate balances of at least $50.00 at the close of business on December 31, 2016.

(ii) Second, to our tax-qualified employee benefit plans, including our employee stock ownership plan, which will receive nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering.

(iii) Third, to depositors with accounts at Mid-Southern Savings Bank with aggregate balances of at least $50.00 at the close of business on March 31, 2018.

(iv) Fourth, to depositors and certain borrowers, of Mid-Southern Savings Bank at the close of business on [VOTING RECORD DATE]and borrowers of Mid-Southern Savings Bank as of April 8, 1998 whose borrowings remained outstanding at the close of business on [VOTING RECORD DATE].

If all shares are not subscribed for in the subscription offering, we may, at our discretion, offer shares of common stock for sale in a community offering to members of the general public, with a preference given in the following order:

113

(i) Natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange.

(ii) Mid-Southern Savings Bank's public stockholders as of [VOTING RECORD DATE].

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, if any, may begin at the same time as, during, or after the subscription offering and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by the Federal Reserve Board.  See "– Community Offering."

The shares of common stock not purchased in the subscription offering or community offering may be offered to the general public on a best efforts basis by Keefe, Bruyette & Woods, Inc., acting as sole manager in a syndicated community offering through a syndicate of selected dealers.

We have the right to accept or reject orders received in the syndicated community offering at our sole discretion.  The syndicated community offering may begin at any time following the commencement of the subscription offering and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by us, with approval of the Federal Reserve Board.  See "– Syndicated Community Offering."

We determined the number of shares of common stock to be offered in the offering based upon an independent valuation of the estimated pro forma market value of Mid-Southern Bancorp.  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 in the offering.  The independent valuation will be updated and the final number of 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.

The following is a brief summary of the conversion 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 banking office of Mid-Southern Savings Bank and at the Federal Reserve Board.  The plan of conversion is also filed as an exhibit to Mid-Southern, M.H.C.'s application to convert from mutual to stock form, of which this prospectus is a part, copies of which may be obtained from the Federal Reserve Board.  The plan of conversion is also an exhibit to Mid-Southern Bancorp's Registration Statement on Form S-1, which is accessible on the SEC website, www.sec.gov.  See "Where You Can Find Additional Information."

Reasons for the Conversion and Offering

Our board of directors decided at this time to convert to a fully public stock form of ownership and conduct the offering in order to increase our capital position.  Completing the offering is necessary for us to continue to grow and execute our business strategy.

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

• Strengthen our regulatory capital position with the additional capital we will raise in the stock offering. A strong capital position is essential to achieving our long-term objectives of growing Mid-Southern Savings Bank and building stockholder value. While Mid-Southern Savings Bank exceeds all regulatory capital requirements, the proceeds from the offering will greatly strengthen our capital position and enable us to support our planned growth. Minimum regulatory capital requirements have also increased under recently adopted regulations. Compliance with these new requirements will be essential to the continued implementation of our business strategy.

• Transition our organization to a more common and flexible stock holding company structure from our existing mutual holding company structure. The stock holding company structure is a more common and flexible form of organization, and will give us greater flexibility to access the capital markets through possible equity and debt offerings to support our long-term growth. The stock holding company structure will also provide us greater flexibility to structure an acquisition of other financial businesses or institutions if opportunities arise. We do not currently have any understandings or agreements regarding

114

any specific capital raising or acquisition transaction. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate to other institutions. Applicable regulations prohibit the acquisition of Mid-Southern Bancorp for three years following completion of the conversion and also prohibit anyone from acquiring or offering to acquire more than 10% of our stock without prior regulatory approval.

• Enable our stock holding company the ability to pay dividends to our public stockholders without diluting their stock ownership interest. Under the Dodd-Frank Act, the Federal Reserve Board became the federal regulator of all savings and loan holding companies and mutual holding companies, which resulted in changes in regulations with respect to the payment of dividends applicable to Mid-Southern, M.H.C. and Mid-Southern Savings Bank. Under the Dodd-Frank Act, Mid-Southern Savings Bank may not pay a dividend to its public stockholders without also paying a dividend to Mid-Southern, M.H.C. Mid-Southern, M.H.C. may obtain an annual approval of its members to waive its right to dividends paid by Mid-Southern Savings Bank. However, any paid or waived dividends would increase Mid-Southern, M.H.C.'s ownership interest in Mid-Southern Savings Bank which, in turn, would decrease the exchange ratio for public stockholders in the event of the subsequent conversion of Mid-Southern Savings Bank from the mutual holding company to the stock holding company form of organization. As a result, any paid or waived dividends would dilute the relative ownership of public stockholders when the mutual holding company undertakes a full conversion. Among other things, these changes have adversely affected our ability to pay cash dividends to our public stockholders without diluting their stock ownership interest. The conversion will eliminate our mutual holding company structure and will enhance our ability to pay dividends to our public stockholders, subject to the customary legal, regulatory and financial considerations applicable to all financial institutions. See "Our Dividend Policy."

Approvals Required — Plan of Conversion

The affirmative vote of a majority of the total eligible votes of the members of Mid-Southern, M.H.C. as of [VOTING RECORD DATE] is required to approve the plan of conversion.  By their approval of the plan of conversion, the members of Mid-Southern, M.H.C. (comprised of depositors and certain borrowers of Mid-Southern Savings Bank) will also be approving the merger of Mid-Southern, M.H.C. into Mid-Southern Bancorp  The affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock of Mid-Southern Savings Bank, including shares held by Mid-Southern, M.H.C., and the affirmative vote of the holders of a majority of the outstanding shares of common stock of Mid-Southern Savings Bank held by the public stockholders as of [VOTING RECORD DATE], are also required to approve the plan of conversion.  The plan of conversion also must be approved by the Federal Reserve Board, which has given its conditional approval; however, this approval does not constitute a recommendation or endorsement of the plan of conversion by such agency.

Effect of Mid-Southern, M.H.C.'s Assets on Minority Stock Ownership

In the exchange, the public stockholders of Mid-Southern Savings Bank will receive shares of common stock of Mid-Southern Bancorp in exchange for their shares of common stock of Mid-Southern Savings Bank pursuant to an exchange ratio that is designed to provide, subject to adjustment, existing public stockholders with the same ownership percentage of the common stock of Mid-Southern Bancorp after the conversion as their ownership percentage in Mid-Southern Savings Bank immediately prior to the conversion, without giving effect to new shares purchased in the offering or cash paid in lieu of any fractional shares. However, the exchange ratio will be adjusted downward to reflect assets held by Mid-Southern, M.H.C. (other than shares of stock of Mid-Southern Savings Bank) at the completion of the conversion, which assets currently consist of cash. Mid-Southern, M.H.C. had net assets of $926,000 as of December 31, 2017, not including Mid-Southern Savings Bank common stock. This adjustment will result in a change in Mid-Southern Savings Bank's public stockholders' ownership interest in Mid-Southern Bank from 29.02% to 29.28% and will not change the ownership interest of persons who purchase stock in the offering from 70.98% to 70.72% (the amount of Mid-Southern Savings Banks outstanding common stock held by Mid-Southern, M.H.C.).

115

Share Exchange Ratio for Current Stockholders

Federal Reserve Board regulations provide that in a conversion of a mutual holding company to fully stock form, the public stockholders will be entitled to exchange their shares for common stock of the new holding company, provided that the mutual holding company demonstrates to the satisfaction of the Federal Reserve Board that the basis for the exchange is fair and reasonable.  Each publicly held share of Mid-Southern Savings Bank common stock will be automatically converted into the right to receive a number of shares of Mid-Southern Bancorp common stock.  The number of shares of common stock will be determined pursuant to the exchange ratio, which ensures that the public stockholders will own the same percentage of common stock in Mid-Southern Bancorp after the conversion as they held in Mid-Southern Savings Bank immediately prior to the conversion, exclusive of their purchase of additional shares of common stock in the offering and their receipt of cash in lieu of fractional exchange shares.  The exchange ratio is not dependent on the market value of our currently outstanding Mid-Southern Savings Bank common stock.  The exchange ratio is based on the percentage of Mid-Southern Savings Bank commn stock held by the public, the independent valuation of Mid-Southern Bancorp prepared by Keller and Company and the number of shares of common stock issued in the offering.  The exchange ratio is expected to range from approximately 1.5595 exchange shares for each publicly held share of Mid-Southern Savings Bank at the minimum of the offering range to 2.4266 exchange shares for each publicly held share of Mid-Southern Savings Bank at the adjusted maximum of the offering range.

If you are a stockholder of Mid-Southern Savings Bank, at the conclusion of the conversion, your shares will be exchanged for shares of Mid-Southern Bancorp.  The number of shares you receive will be based on the number of shares of common stock you own and the final exchange ratio determined as of the conclusion of the conversion.

The following table shows how the exchange ratio will adjust, based on the number of shares of common stock issued in the offering and the shares of common stock issued and outstanding on the date of this prospectus.  The table also shows how many whole shares of Mid-Southern Bancorp a hypothetical owner of Mid-Southern Savings Bank common stock would receive in the exchange for 100 shares of Mid-Southern Savings Bank common stock owned at the consummation of the conversion, depending on the number of shares issued in the offering.

	New Shares to be Sold in This Offering		New Shares to beExchanged forExisting Shares of Mid-Southern Savings Bank		Total Sharesof CommonStock to beOutstandingAfter the Offering	Exchange Ratio	New Shares That Would beReceivedfor 100Existing Shares
	Amount	Percent	Amount	Percent
Minimum	1,645,286	71.7%	649,715	28.3%	2,295,000	1.5079	151
Midpoint	1,935,630	71.7%	764,370	28.3%	2,700,000	1.7740	177
Maximum	2,225,975	71.7%	879,025	28.3%	3,105,000	2.0402	204
Adjusted Maximum	2,559,871	71.7%	1,010,879	28.3%	3,570,750	2.3462	234

Options to purchase shares of Mid-Southern Savings Bank common stock which are outstanding immediately prior to the consummation of the conversion will be converted into options to purchase shares of Mid-Southern Bancorp common stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the exchange ratio.  The aggregate exercise price, term and vesting period of the options will remain unchanged.

Effects of Conversion on Depositors, Borrowers and Members

Continuity.  While the conversion is being accomplished, the normal business of Mid-Southern Savings Bank of accepting deposits and making loans will continue without interruption.  Mid-Southern Savings Bank will continue to be a federally chartered savings bank and will continue to be regulated by the OCC.  After the conversion, Mid-Southern Savings Bank will continue to offer existing services to depositors, borrowers and other

116

customers.  The directors and executive officers serving Mid-Southern, M.H.C. at the time of the conversion will be the directors and executive officers of Mid-Southern Bancorp after the conversion.

Effect on Deposit Accounts.  Pursuant to the plan of conversion, each depositor of Mid-Southern Savings 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 FDIC 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 Mid-Southern Savings Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as it was contractually fixed prior to the conversion.

Effect on Voting Rights of Members.  At present, all depositors and certain borrowers of Mid-Southern Savings Bank are members of, and have voting rights in, Mid-Southern, M.H.C. as to all matters requiring membership action.  Upon completion of the conversion, depositors and certain borrowers will cease to be members of Mid-Southern, M.H.C. and will no longer have voting rights, unless they purchase shares of Mid-Southern Bancorp's common stock.  Upon completion of the conversion, all voting rights in Mid-Southern Savings Bank will be vested in Mid-Southern Bancorp as the sole stockholder of Mid-Southern Savings Bank.  The stockholders of Mid-Southern Bancorp will possess exclusive voting rights with respect to Mid-Southern Bancorp common stock.

Tax Effects.  We have received an opinion of counsel or a tax advisor with regard to the federal and state income tax consequences of the conversion to the effect that the conversion will not be a taxable transaction for federal or state income tax purposes to Mid-Southern, M.H.C., Mid-Southern Savings Bank, public stockholders of Mid-Southern Savings Bank (except for cash paid for fractional exchange shares), members of Mid-Southern, M.H.C., Eligible Account Holders, Supplemental Eligible Account Holders, or Mid-Southern Savings Bank.  See "– Material Income Tax Consequences."

Effect on Liquidation Rights.  Each depositor in Mid-Southern Savings Bank has both a deposit account in Mid-Southern Savings Bank and a pro rata ownership interest in the net worth of Mid-Southern, M.H.C. based upon the deposit balance in his or her account.  This ownership interest is tied to the depositor's account and has no tangible market value separate from the deposit account.  This interest may only be realized in the event of a complete liquidation of Mid-Southern, M.H.C. and Mid-Southern Savings Bank.  Any depositor who opens a deposit account obtains a pro rata ownership interest in Mid-Southern, M.H.C. 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 of the balance in the deposit account but nothing for his or her ownership interest in the net worth of Mid-Southern, M.H.C., which is lost to the extent that the balance in the account is reduced or closed.

Consequently, depositors in a stock subsidiary of a mutual holding company normally have no way of realizing the value of their ownership interest, which has realizable value only in the unlikely event that Mid-Southern, M.H.C. and Mid-Southern Savings Bank are liquidated.  If this occurs, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of Mid-Southern, M.H.C. after other claims, including claims of depositors to the amounts of their deposits and payments to certain depositors of Mid-Southern Savings Bank under liquidation accounts that have been established for the benefit of such depositors, are paid.

Under the plan of conversion, however, depositors will receive rights in a liquidation account maintained by Mid-Southern Bancorp representing the amount of Mid-Southern, M.H.C.'s ownership interest in Mid-Southern Savings Bank's total stockholders' equity as of the date of the latest statement of financial condition used in this prospectus.  Mid-Southern Bancorp shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Account Holders who continue to maintain deposits in Mid-Southern Savings Bank.  The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of a liquidation of Mid-Southern Bancorp and Mid-Southern Savings Bank.  Specifically, in the unlikely event that Mid-Southern Bancorp and Mid-Southern Savings Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of December 31, 2016 and March 31, 2018 of the liquidation account maintained by Mid-Southern Bancorp.  Also, in a complete liquidation of both entities, or of just Mid-Southern Savings Bank, when Mid-Southern Bancorp has insufficient

117

assets to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Mid-Southern Savings Bank has positive net worth, Mid-Southern Savings Bank shall immediately pay amounts necessary to fund Mid-Southern Bancorp's remaining obligations under the liquidation account.  The plan of conversion also provides that if Mid-Southern Bancorp is completely liquidated or sold apart from a sale or liquidation of Mid-Southern Savings Bank, then the rights of Eligible Account Holders and  Supplemental  Account Holders in the liquidation account maintained by Mid-Southern Bancorp shall be surrendered and treated as a liquidation account in Mid-Southern Savings Bank (the "bank liquidation account") and depositors shall have an equivalent interest in Mid-Southern Savings Bank liquidation account and the same rights and terms as the liquidation account.

Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, Mid-Southern Bancorp will eliminate or transfer the liquidation account and the interests in such account to Mid-Southern Savings Bank and the liquidation account shall thereupon become the liquidation account of Mid-Southern Savings Bank and not subject in any manner to the claims of Mid-Southern Bancorp's creditors.  Also, under the rules and regulations of the Federal Reserve Board, no post-conversion merger, consolidation, or similar combination or transaction with another depository institution in which Mid-Southern Bancorp or Mid-Southern Savings Bank is not the surviving institution would be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution.  See "Liquidation Rights."

Stock Pricing and Number of Shares to be Issued

The plan of conversion and federal regulations require that the aggregate purchase price of the common stock sold in the offering must be based on the appraised pro forma market value of the common stock, as determined by an independent valuation.  Mid-Southern Savings Bank and Mid-Southern, M.H.C. have retained Keller and Company to prepare an independent valuation appraisal.  For its services in preparing the initial valuation, Keller and Company will receive a fee of $35,000 and $1,000 for expenses.  Mid-Southern Savings Bank and Mid-Southern, M.H.C. have agreed to indemnify Keller and Company and its employees and affiliates against specified losses, including any losses in connection with claims under the federal securities laws, arising out of its services as independent appraiser, except where such liability results from its negligence or bad faith.

The independent valuation appraisal considered the pro forma impact of the offering.  Consistent with the Federal Reserve Board appraisal guidelines, the appraisal applied three primary methodologies: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach applied to reported and core earnings; and the pro forma price-to-assets approach.  The market value ratios applied in the three methodologies were based upon the current market valuations of the peer group companies, subject to valuation adjustments applied by Keller and Company to account for differences between Mid-Southern Savings Bank and the peer group.  Keller and Company placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value.

The independent valuation was prepared by Keller and Company in reliance upon the information contained in this prospectus, including the consolidated financial statements of Mid-Southern Savings Bank  Keller and Company also considered the following factors, among others:

· the present results and financial condition of Mid-Southern Savings Bank and the projected results and financial condition of Mid-Southern Bancorp;

· the economic and demographic conditions in Mid-Southern Savings Bank's existing market area;

· certain historical, financial and other information relating to Mid-Southern Savings Bank;

· the impact of the offering on Mid-Southern Bancorp's stockholders' equity and earnings potential;

· the proposed dividend policy of Mid-Southern Bancorp; and

· the trading market for securities of comparable institutions and general conditions in the market for such securities.

118

Included in Keller and Company's independent valuation were certain assumptions as to the pro forma earnings of Mid-Southern Bancorp after the conversion that were utilized in determining the appraised value.  These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds of 0.66% and purchases in the open market of the common stock issued in the offering by the stock-based incentive plan at the $10.00 per share purchase price.  See "Pro Forma Data" for additional information concerning these assumptions.  The use of different assumptions may yield different results.

The independent valuation states that as of February 28, 2018, the estimated pro forma market value, or valuation range, of Mid-Southern Bancorp ranged from a minimum of $23.0 million to a maximum of $31.1 million, with a midpoint of $27.0 million and an adjusted maximum of $35.7 million.  The board of directors of Mid-Southern Bancorp decided to offer the shares of common stock for a price of $10.00 per share.  The aggregate offering price of the shares of common stock will be equal to the valuation range multiplied by the percentage of Mid-Southern Savings Bank common stock owned by Mid-Southern, M.H.C.  The number of shares offered will be equal to the aggregate offering price of the shares of common stock divided by the price per share.  Based on the valuation range, the 71% of Mid-Southern Savings Bank common stock owned by Mid-Southern, M.H.C. and the $10.00 price per share, the minimum of the offering range will be 1,645,286 shares, the midpoint of the offering range will be 1,935,630 shares and the maximum of the offering range will be 2,225,975 shares of common stock, with an adjusted maximum of 2,559,871 shares.

The board of directors of Mid-Southern Bancorp reviewed the independent valuation and, in particular, considered the following:

· Mid-Southern Savings Bank's financial condition and results of operations;

· a comparison of financial performance ratios of Mid-Southern to those of other financial institutions of similar size;

· market conditions generally and in particular for financial institutions; and

· the historical trading price of the publicly held shares of Mid-Southern Savings Bank common stock.

All of these factors are set forth in the independent valuation.  The board of directors also reviewed the methodology and the assumptions used by Keller and Company in preparing the independent valuation and the Board believes that these assumptions were reasonable.  The offering range may be amended with the approval of the Federal Reserve Board, if required, as a result of subsequent developments in the financial condition of Mid-Southern, M.H.C. or Mid-Southern Savings Bank or market conditions generally.  In the event the independent valuation is updated to amend the pro forma market value of Mid-Southern Bancorp to less than $27.0 million or more than $35.7 million, the appraisal will be filed with the SEC by a post-effective amendment to Mid-Southern Bancorp registration statement.

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing our shares of common stock.  Keller and Company did not independently verify our consolidated financial statements and other information that we provided to them, nor did Keller and Company independently value our assets or liabilities.  The independent valuation considers Mid-Southern Savings Bank as a going concern and should not be considered as an indication of the liquidation value of Mid-Southern Savings Bank.  Moreover, because the independent 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 of common stock at prices at or above the $10.00 price per share.

Following commencement of the subscription offering, the maximum of the valuation range may be increased by up to 15%, or up to $35.7 million, without resoliciting purchasers, which will result in a corresponding increase of up to 15% in the maximum of the offering range to up to 3,570,750 shares, to reflect changes in the market and financial conditions, demand for the shares of common stock or regulatory considerations.  We will not decrease the minimum of the valuation range and the minimum of the offering range without a resolicitation of purchasers.  The subscription price of $10.00 per share of common stock will remain fixed.  See "– Additional

119

Limitations on Common Stock Purchases" as to the method of distribution of additional shares of common stock to be issued in the event of an increase in the offering range to up to 3,570,750 shares.

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 $35.7 million and a corresponding increase in the offering range to more than 2,559,871 shares, or a decrease in the minimum of the valuation range to less than $23.0 million and a corresponding decrease in the offering range to fewer than 1,645,286 shares, then, after consulting with the Federal Reserve Board, we may terminate the plan of conversion, cancel deposit account withdrawal authorizations and promptly return by check all funds received, with interest at Mid-Southern Savings Bank's regular savings rate.  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 Federal Reserve Board in order to complete the offering.  In the event that we extend the offering and conduct a resolicitation, purchasers would have the opportunity to maintain, change or cancel their stock orders within a specified period.  If a purchaser does not respond during the period, his or her stock order will be canceled and payment will be returned promptly, with interest at Mid-Southern Savings Bank's regular savings rate, and deposit account withdrawal authorizations will be canceled.  Any single offering extension will not exceed 90 days; aggregate extensions may not conclude beyond [DATE 3], 2020 which is two years after the special meeting of members to vote on the conversion.

An increase in the number of shares of common stock to be issued in the offering would decrease both a purchaser's ownership interest and Mid-Southern Bancorp's pro forma earnings and stockholders' equity on a per share basis while increasing pro forma earnings and stockholders' equity on an aggregate basis.  A decrease in the number of shares to be issued in the offering would increase both a purchaser's ownership interest and Mid-Southern Bancorp's pro forma earnings and stockholders' equity on a per share basis, while decreasing pro forma earnings and stockholders' equity on an aggregate basis.  For a presentation of the effects of these changes, see "Pro Forma Data."

Copies of the independent valuation appraisal report prepared by Keller and Company and the detailed memorandum setting forth the method and assumptions used in the appraisal report are available for inspection at the main office of Mid-Southern Savings Bank and as specified under "Where You Can Find Additional Information."

Subscription Offering and Subscription Rights

In accordance with the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority.  The filling of all subscriptions that we receive will depend on the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and subject to the minimum, maximum and overall 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 Mid-Southern Savings Bank depositor with an aggregate deposit account balance of $50.00 or more (a "Qualifying Deposit") at the close of business on  December 31, 2016 (an "Eligible Account Holder") will receive, without payment therefor, nontransferable subscription rights to purchase up to the greater of: (i) $200,000 (20,000 shares) of our common stock; (ii) one-tenth of one percent of the total number of shares of common stock issued in the offering; or (iii) 15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock offered by a fraction, the numerator of which is the amount of the Qualifying Deposit of the Eligible Account Holder and the denominator of which is the total amount of Qualifying Deposits of all Eligible Account Holders, subject to the overall purchase and ownership limitations.  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, unallocated shares will be allocated to each Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled.  If an amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess will be reallocated among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

120

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 had an ownership interest on December 31, 2016.  In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.  In the event of an oversubscription, the subscription rights of Eligible Account Holders who are also directors or officers of Mid-Southern Savings Bank and Mid-Southern, M.H.C. or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to increased deposits in the twelve months preceding December 31, 2016.

Priority 2: Tax-Qualified Plans.  Our tax-qualified employee stock benefit plans (other than our 401(k) plan) will receive, without payment therefor, nontransferable subscription rights to purchase up to 10% of the shares of common stock sold in the offering.  As a tax-qualified employee stock benefit plan, our employee stock ownership plan intends to purchase 8% of the shares of common stock sold in the offering.  If market conditions warrant, in the judgment of its trustees and with the approval of the Federal Reserve Board, the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion.  Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the offering, including subscriptions by our officers and directors, for the purpose of applying the purchase limitations in the plan of conversion.  If we increase the number of shares offered above the maximum of the offering range, the employee stock ownership plan will have a first priority right to purchase any shares exceeding that amount up to the amount of its subscription.  If the plan's subscription is not filled in its entirety due to oversubscription or by choice, the employee stock ownership plan may purchase shares after the offering in the open market or directly from us, with the approval of the Federal Reserve Board.

Priority 3: Supplemental Eligible Account Holders.  To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders and our tax-qualified employee stock benefit plans, each Mid-Southern Savings Bank depositor, other than directors and officers of Mid-Southern Savings Bank or Mid-Southern, M.H.C., with a Qualifying Deposit at the close of business on March 31, 2018 who is not an Eligible Account Holder ("Supplemental Eligible Account Holder") will receive, without payment therefor, nontransferable subscription rights to purchase up to the greater of: (i) $200,000 (20,000 shares) of common stock; (ii) one-tenth of one percent of the total number of shares of common stock issued in the offering; or (iii) 15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock to be offered by a fraction, the numerator of which is the amount of the Qualifying Deposit of the Supplemental Eligible Account Holder and the denominator of which is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders subject to the overall purchase and ownership limitations.  See "– Additional Limitations on Common Stock Purchases." If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each Supplemental Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed.  Thereafter, unallocated shares will be allocated to each Supplemental Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unfilled.

To ensure proper allocation of common stock, each Supplemental Eligible Account Holder must list on the stock order form all deposit accounts in which he or she had an ownership interest at March 31, 2018.  In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

Priority 4: Other Members.  To the extent that there are shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders, our tax-qualified employee stock benefit plans, and Supplemental Eligible Account Holders, each depositor of Mid-Southern Savings Bank as of the close of business on [VOTING RECORD DATE] who is not an Eligible Account Holder or Supplemental Eligible Account Holder  and borrowers as of April 8, 1998 whose borrowings remained outstanding on [VOTING RECORD DATE] ("Other Members") will receive, without payment therefor, nontransferable subscription rights to purchase up to $200,000 (20,000 shares) of common stock or one-tenth of one percent of the total number of shares of common stock issued in the offering, subject to the overall purchase and ownership limitations.  See "- Additional Limitations on Common Stock Purchases." If there are not sufficient shares available to satisfy all subscriptions, available shares will be allocated so as to permit each Other Member to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she

121

subscribed.  Any remaining shares will be allocated among Other Members in the proportion that the amount of the subscription of each Other Member whose subscription remains unsatisfied bears to the total amount of subscriptions of all Other Members whose subscriptions remain unsatisfied.

To ensure proper allocation of common stock, each Other Member must list on the stock order form all applicable accounts in which he or she had an ownership interest at [VOTING RECORD DATE].  In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

Expiration Date.  The subscription offering will expire at noon, Eastern time, on [DATE 1], 2018, unless extended by us for up to 45 days.  This extension may be made without notice to you, except that extensions beyond [DATE 2], 2018 will require the approval of the Federal Reserve Board and a resolicitation of subscribers in the offering.  We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint or maximum of the offering range.  Subscription rights which have not been exercised prior to the expiration date will become void.  Subscription rights will expire whether or not each eligible depositor can be located.

Community Offering

To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, our tax-qualified employee stock benefit plans, Supplemental Eligible Account Holders and Other Members, we expect to offer shares pursuant to the plan of conversion to members of the general public in a community offering.  Shares would be offered with the following preferences:

(i) Natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange;

(ii) Mid-Southern Savings Bank's  public stockholders as of [VOTING RECORD DATE]; and

(iii) Other members of the general public.

Purchasers in the community offering may purchase up to $200,000 (20,000 shares) of common stock, subject to the overall purchase and ownership limitations.  See "– Additional Limitations on Common Stock Purchases." The minimum purchase is 25 shares.  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 accepted orders of persons residing in the Indiana counties of Washington, Lawrence and Orange 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 such persons residing in the areas listed above whose orders remain unsatisfied on an equal number of shares basis per order.  If an oversubscription occurs due to the orders of public stockholders of Mid-Southern Savings Bank as of [VOTING RECORD DATE], the allocation procedures described above will apply to the stock orders of such persons.  In the event of an oversubscription among members of the general public, these same allocation procedures will also apply.  In connection with the allocation process, unless the Federal Reserve Board permits otherwise, orders received for Mid-Southern Bancorp common stock in the community offering will first be filled up to a maximum of two percent 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 means any person who occupies a dwelling within the Indiana counties of  Washington, Lawrence and Orange and has a present intent to remain within such community for a period of time; and manifests the genuineness of that intent by establishing an ongoing physical presence within the community, together with an indication that this presence within the community is something other than merely transitory in nature.  We may utilize deposit or loan records or other evidence provided to us to decide whether a person is a resident.  In all cases, however, the determination shall be in our sole discretion.

122

Expiration Date.  The community offering, if any, may begin during or after the subscription offering, and is currently expected to terminate at the same time as the subscription offering.  Mid-Southern Bancorp 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 [DATE 2], 2018, in which case we will resolicit purchasers in the offering.

Syndicated Community 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 community offering, subject to such terms, conditions and procedures as we may determine, in a manner that will achieve a widespread distribution of our shares of common stock.  If a syndicated community offering is held, Keefe, Bruyette & Woods, Inc. will serve as sole manager and will assist us in selling our common stock on a best efforts basis.  In such capacity, Keefe, Bruyette & Woods, Inc. may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority member firms.  Neither Keefe, Bruyette & Woods, Inc. nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering.

In the syndicated community offering, any person may purchase up to $200,000 (20,000 shares) of common stock, subject to the overall purchase and ownership limitations.  See "– Additional Limitations on Common Stock Purchases."  We retain the right to accept or reject in whole or in part any orders in the syndicated community offering.  Unless the Federal Reserve Board permits otherwise, accepted orders for Mid-Southern Bancorp  common stock in the syndicated community offering will first be filled up to a maximum of two percent (2% ) of the shares sold in the offering, and thereafter any remaining shares will be allocated on an equal number of shares per order basis until all shares have been allocated or orders have been filled, as the case may be.  Unless the syndicated community offering begins during the subscription and/or community offering, the syndicated community offering will begin as soon as possible after the completion of the subscription and community offerings.

Order forms will be used to purchase shares of common stock in the syndicated community offering.  Investors in the syndicated community offering must use a stock order form; however, payment must be made   in immediately available funds (bank checks, money orders or deposit account withdrawal from accounts at Mid-Southern Savings Bank). Investors in the syndicated community offering may also wire payment for their subscription directly to Mid-Southern Savings Bank.  Please call our Stock Information Center at (_____) _____ -_____ to speak to a representative of Keefe, Bruyette & Woods, Inc. for wire transfer instructions. See also "– Procedure for Purchasing Shares in the Subscription and Community Offerings."

If for any reason we cannot affect a syndicated community offering of shares of common stock not purchased in the subscription and community offerings, or in the event that there are an insignificant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of unsubscribed shares, if possible.  The Federal Reserve Board and Financial Industry Regulatory Authority must approve any such arrangements.

Additional Limitations on Common Stock Purchases

The plan of conversion includes the following limitations on the number of shares of common stock that may be purchased in the offering:

(i) No person may purchase fewer than 25 shares of common stock;

(ii) The maximum number of shares of common stock that may be purchased by a person or persons exercising subscription rights through a single qualifying deposit account held jointly is 20,000 shares;

(iii) Our tax-qualified employee stock benefit plans, including our employee stock ownership plan (but excluding our 401(k) plan), may purchase in the aggregate up to 10% of the shares of common stock sold in the offering, including shares sold and issued in the event of an increase in the offering range of up to 15%;

123

(iv) Except for the tax-qualified employee stock benefit plans 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;

(v) Current stockholders of Mid-Southern Savings Bank are subject to an ownership limitation.  As previously described, current stockholders of Mid-Southern Savings Bank will receive shares of Mid-Southern Bancorp common stock in exchange for their existing shares of Mid-Southern Savings Bank common stock at the conclusion of the offering.  The number of shares of common stock that a stockholder may purchase in the offering, together with associates or persons acting in concert with such stockholder, when combined with the shares that the stockholder and his or her associates will receive in exchange for existing Mid-Southern Savings Bank common stock, may not exceed 5% of the shares of common stock of Mid-Southern Bancorp to be issued and outstanding at the completion of the conversion; and

(vi) The maximum number of shares of common stock that may be purchased in all categories of the offering by executive officers and directors of Mid-Southern Savings Bank and their associates, in the aggregate, when combined with shares of common stock issued in exchange for existing shares, may not exceed 32% of the shares of Mid-Southern Bancorp common stock outstanding upon completion of the conversion.

Depending upon market or financial conditions, our board of directors, with the approval of the Federal Reserve Board and without further approval of members of Mid-Southern, M.H.C., may decrease or increase the purchase and ownership limitations.  If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be given, and, in our sole discretion, some other large subscribers who through their subscriptions evidence a desire to purchase the maximum allowable number of shares may be given, the opportunity to increase their subscriptions 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 subscribers who choose to increase their subscriptions.  In the event that the maximum purchase limitation is increased to 5% of the shares sold in the offering, this limitation may be further increased to 9.99%, provided that orders for Mid-Southern Bancorp common stock exceeding 5% of the shares issued in the offering shall not exceed in the aggregate 10% of the total shares sold in the offering.

In the event of an increase in the offering range to up to 2,559,871 shares of common stock, shares will be allocated in the following order of priority in accordance with the plan of conversion:

(i) to fill subscriptions by the tax-qualified employee stock benefit plans, including the employee stock ownership plan, for up to 10% of the total number of shares of common stock sold in the offering;

(ii) in the event that there is an oversubscription at the Eligible Account Holder, Supplemental Eligible Account Holder or Other Member levels, to fill unfulfilled subscriptions of these subscribers according to their respective priorities; and

(iii) to fill unfulfilled subscriptions in the community offering, with preference given first to natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange, then to Mid-Southern Savings Bank's public stockholders as of [VOTING RECORD DATE] and then to members of the general public.

The term "associate" of a person means:

(i) any corporation or organization, other than Mid-Southern, M.H.C., Mid-Southern Savings Bank or a majority-owned subsidiary of Mid-Southern Savings Bank, of which the person is a senior officer, partner or beneficial owner, directly or indirectly, of 10% or more of any equity security;

(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; provided, however, that for the purposes of subscriptions in the offering and restrictions on the sale of stock after the conversion, the term "associate" does

124

not include a person who has a substantial beneficial interest in an employee stock benefit plan of Mid-Southern Savings Bank, or who is a trustee or fiduciary of such plan, and for purposes of aggregating total shares that may be held by officers and directors of Mid-Southern, M.H.C., Mid-Southern Savings Bank the term "associate" does not include any tax-qualified employee stock benefit plan of Mid-Southern Savings Bank; and

(iii) any blood or marriage relative of the person, who either has the same home as the person or who is a director or officer of Mid-Southern, M.H.C. or Mid-Southern Savings Bank.

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 shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

We have the sole discretion to determine whether prospective purchasers are "associates" or "acting in concert." Persons exercising subscription rights through a single qualifying deposit account held jointly, whether or not related, will be deemed to be acting in concert unless we determine otherwise.

Our directors are not treated as associates of each other solely because of their membership on the board of directors.  Common stock purchased in the offering will be freely transferable except for shares purchased by executive officers and directors of Mid-Southern Bancorp or Mid-Southern Savings Bank and except as described below.  Any purchases made by any associate of Mid-Southern Bancorp or Mid-Southern Savings 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 in accordance with 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 conversion and thereafter, see "– Certain Restrictions on Purchase or Transfer of Our Shares after Conversion" and "Restrictions on Acquisition of Mid-Southern Bancorp."

Marketing Arrangements

We have engaged Keefe, Bruyette & Woods, Inc., a broker-dealer registered with the Financial Industry Regulatory Authority, as a financial advisor in connection with the offering of our common stock. In its role as financial advisor, Keefe, Bruyette & Woods, Inc. will:

(i) provide advice on the financial and securities market implications of the plan of conversion and reorganization and related corporate documents, including our business plan;

(ii) assist in structuring our stock offering, including developing and assisting in implementing a marketing strategy for the stock offering;

(iii) review all offering documents, including this prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

125

(iv) assist us in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

(v) assist us in analyzing proposals from outside vendors retained in connection with the stock offering, including printers, transfer agents and appraisal firms;

(vi) assist us in the drafting and distribution of press releases as required or appropriate in connection with the stock offering;

(vii) meet with the board of directors and management to discuss any of these services; and

(viii) provide such other financial advisory and investment banking services in connection with the stock offering as may be agreed upon by Keefe, Bruyette & Woods, Inc. and us.

For these services, Keefe, Bruyette & Woods, Inc. will receive a management fee of $50,000, and a success fee of 1.25% of the shares sold in the subscription and community offering, with a minimum $300,000 and a maximum of $375,000.  Of, the management fee, $25,000 was paid on the signing of the engagement letter with the remainder payable upon consummation of the conversion.  The management fee credited against the success fee payable upon the consummation of the conversion.

The plan of conversion provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc.  In such capacity Keefe, Bruyette & Woods, Inc. may form a syndicate of other broker-dealers.  Neither Keefe, Bruyette & Woods, Inc. nor any other registered broker-dealer will have any obligation to take or purchase any shares of common stock in the syndicated community offering; however, Keefe, Bruyette & Woods, Inc. has agreed to use its best efforts in the sale of shares in any syndicated community offering.  If there is a syndicated community offering, Keefe, Bruyette & Woods, Inc. will receive a fee not to exceed 6.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering.  This fee will be in addition to the success fees earned by Keefe, Bruyette & Woods, Inc. in connection with the subscription and community offerings set forth above.  Of this amount, Keefe, Bruyette & Woods, Inc. will pass on to selected broker-dealers, who assist in the syndicated community offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.

We also will reimburse Keefe, Bruyette & Woods, Inc. for its reasonable out-of-pocket expenses associated with its marketing efforts, not to exceed $30,000.  In addition, we will reimburse Keefe, Bruyette & Woods, Inc. for fees and expenses of its counsel not to exceed $75,000.  The reasonable out-of-pocket expenses of Keefe, Bruyette & Woods, Inc. and the fees and expenses of its counsel may be increased by an additional $10,000 and $15,000, respectively, in the event of a delay, resolicitation or other unusual circumstance with the offerings.  If the plan of conversion is terminated or if Keefe, Bruyette & Woods, Inc.'s engagement is terminated in accordance with the provisions of the agreement, Keefe, Bruyette & Woods, Inc. will only receive reimbursement of its reasonable out-of-pocket expenses and the portion of the management fee payable and will return any amounts paid or advanced by us in excess of these amounts.  Keefe, Bruyette & Woods, Inc. will not receive any compensation in connection with the Mid-Southern Bancorp shares issued in exchange for existing Mid-Southern Savings Bank shares.

We will indemnify Keefe, Bruyette & Woods, Inc. 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.

Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock.  Other regular employees of Mid-Southern Savings 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.  All sales activity will be conducted in a segregated or separately identifiable area of our main office facility apart from the area accessible to the general public.  Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Keefe, Bruyette & Woods, Inc.  Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock.  We will rely on Rule 3a4-1 under the 

126

Exchange Act, 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.  The offering will also comply with Rule 10b-9 under the Exchange Act.

We have also engaged Keefe, Bruyette & Woods, Inc. to act as our conversion agent in connection with the stock offering.  In its role as conversion agent, Keefe, Bruyette & Woods, Inc. will provide the following services (i) consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements; (ii) create the master file of account holders; (iii) provide software for the operation of the Stock Information Center, including subscription management and proxy solicitation efforts; (iv) assist our financial printer with the imprinting of proxy materials for voting and subscribing for stock; (v) provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials; (vi) proxy and ballot tabulation; (vii) assist the Inspector of Election for the special meeting of members, if requested; (viii) assist in establishing and managing the Stock Information Center; (ix) provide supporting account information to our legal counsel for 'blue sky' research and applicable registration; (x) assist the our transfer agent with the generation and mailing of stock ownership statements; and (xi) perform interest and refund calculations and provide a file to enable us to generate interest and refund checks.

For these services, Keefe, Bruyette & Woods, Inc. will receive a fee of $25,000.  In the event of any material changes in applicable regulations or the plan of conversion, or delays requiring duplicate or replacement processing due to changes to the record dates, an additional fee not to exceed $10,000 may also be due to Keefe, Bruyette & Woods, Inc.  We also will reimburse Keefe, Bruyette & Woods, Inc. for its reasonable out-of-pocket expenses associated with its acting as conversion agent up to a maximum of $10,000.  The expense cap may be increased by an additional $5,000.  We will indemnify Keefe, Bruyette & Woods, Inc. against liabilities and expenses (including legal fees) related to or arising out of Keefe, Bruyette & Woods, Inc.'s engagement as our conversion agent and performance of services as our conversion agent.

Keefe, Bruyette & Woods, Inc. has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for common stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold in the offering.  Keefe, Bruyette & Woods, Inc. expresses no opinion as to the prices at which common stock to be issued may trade.

Lock-up Agreements

We and each of our directors and executive officers, have agreed, for a period beginning on the date of this prospectus and ending 90 days after completion of the offering and conversion, without the prior written consent of Keefe, Bruyette & Woods, Inc., directly or indirectly, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exchangeable or exercisable for common stock, or file any registration statement under the Securities Act, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of common stock, whether any such swap or transaction is to be settled by delivery of common stock or other securities, in cash or otherwise.

Offering Deadline

The subscription and community offerings will expire at noon, Eastern time, on [DATE 1], 2018, unless extended, without notice to you, for up to 45 days.  Any extension of the subscription and/or community offering beyond [DATE 2], 2018 would require the Federal Reserve Board's approval.  In such event, we would conduct a resolicitation.  Purchasers would have the opportunity to maintain, change or cancel their stock orders within a specified period.  If a purchaser does not respond during the resolicitation period, his or her stock order will be canceled and payment will be returned promptly, with interest calculated at Mid-Southern Savings Bank's regular savings rate, and deposit account withdrawal authorizations will be canceled.  We will not execute orders until at least the minimum number of shares offered has been sold.  If we have not sold the minimum by the expiration date or any extension thereof, we will terminate the offering and cancel all orders and payment will be returned promptly, with interest calculated at Mid-Southern Savings Bank's regular savings rate, and deposit account withdrawal authorizations will be canceled.  Any single offering extension will not exceed 90 days; aggregate extensions may

127

not conclude beyond [DATE 3], 2020 which is two years after the special meeting of members to vote on the conversion.  We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal orders and promptly return all funds submitted, with interest calculated at Mid-Southern Savings Bank's regular savings rate from the date of receipt.

Prospectus Delivery

To ensure that each purchaser receives a prospectus at least 48 hours before the expiration date of the offering in accordance with Rule 15c2-8 of the Exchange Act, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver any later than two days prior to the expiration date.  Execution of an order form will confirm receipt of delivery in accordance with Rule 15c2-8.  Order forms will only be distributed with or preceded by a prospectus.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Use of Stock Order Forms.  In order to purchase shares of common stock in the subscription offering and community offering, you must submit a properly completed and signed original stock order form and remit full payment.  Incomplete stock order forms or stock order forms that are not signed are not required to be accepted.  We are not required to accept stock orders submitted on photocopied or facsimiled stock order forms.  All stock order forms must be received (not postmarked) prior to noon Eastern time, on [DATE 1], 2018.  We are not required to accept stock order forms that are not received by that time, are executed defectively or are received without full payment or without appropriate withdrawal instructions.  We are not required to notify purchasers of incomplete or improperly executed stock order forms.  We have the right to waive or permit the correction of incomplete or improperly executed stock order forms, but we do not represent that we will do so.  You may submit your stock order form by overnight courier to the indicated address on the stock order form, by hand delivery to our main office, which is located at 300 North Water Street, Salem, Indiana, or by mail using the stock order reply envelope provided.  Stock order forms may not be delivered to any other Mid-Southern Savings Bank banking office.  Once tendered, a stock order form cannot be modified or revoked without our consent.  We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering.

Regardless of postmarks or the length of time you may allow for USPS delivery of your order, your order will be rejected if it is not received by the due date, [DATE 1], 2018.  We encourage you to consider in-person or overnight delivery of your stock order form to increase the likelihood your order will be received before the deadline.

If you are ordering shares in the subscription offering, by signing the stock order form you are representing that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares.  Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the stock order forms will be final.

By signing the stock 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 Mid-Southern Savings Bank or any federal or state government, and that you received a copy of this prospectus.  However, signing the stock order form will not cause you to waive your rights under the Securities Act or the Exchange Act.  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.

Payment for Shares.  Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid.  You may not submit cash or wire transfers.  Payment for shares may be made by:

(i) personal check, bank check or money order, made payable to "Mid-Southern Bancorp"; or

(ii) authorization of withdrawal from the types of Mid-Southern Savings Bank deposit accounts designated on the stock order form.

128

Appropriate means for designating withdrawals from deposit accounts at Mid-Southern Savings Bank are provided on the order forms.  The funds designated must be available in the account(s) at the time the stock order form is received.  A hold will be placed on these funds, making them unavailable to the depositor.  Funds authorized for withdrawal will continue to earn interest within the account at the contract rate until the offering is completed, at which time the designated withdrawal will be made.  Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest calculated at the current regular savings rate subsequent to the withdrawal.  In the case of payments made by check or money order, these funds must be available in the account(s) and will be immediately cashed, placed in a segregated account at Mid-Southern Savings Bank and will earn interest calculated at Mid-Southern Savings Bank's regular savings rate from the date payment is processed until the offering is completed or terminated, at which time a subscriber will be issued a check for interest earned.

You may not designate withdrawal from accounts with check-writing privileges; instead, please submit a check.  If you request that we directly withdraw the funds from an account with check writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your account.  Additionally, you may not remit Mid-Southern Savings Bank line of credit checks, and we will not accept third-party checks, including those payable to you and endorsed over to Mid-Southern Bancorp.  You may not designate on your stock order form a direct withdrawal from a Mid-Southern Savings Bank retirement account.  See "– Using Retirement Account Funds to Purchase Shares" for information on using such funds.  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 [DATE 2], 2018, in which event purchasers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

Regulations prohibit Mid-Southern Savings Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with a legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe in the community offering at any time prior to 48 hours before the completion of the conversion.  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 consummation of the offering, provided that there is a loan commitment from an unrelated financial institution or Mid-Southern Bancorp to lend to the employee stock ownership plan the necessary amount to fund the purchase.

Using Retirement Account Funds to Purchase Shares

If you are interested in using funds in your IRA or other retirement account to purchase shares of common stock, you must do so through an account offered by a custodian that can hold common stock. By regulation, Mid-Southern Savings Bank's retirement accounts are not capable of holding common stock. Therefore, if you wish to use funds that are currently in a retirement account held at Mid-Southern Savings Bank, you may not designate on the stock 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, which offers the type of retirement accounts that can hold common stock. 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. You may select the IRA custodian of your choice. You may, but are under no obligation to, select Keefe, Bruyette & Woods, Inc. or one of its affiliated broker dealers, Stifel, Nicolaus & Company, Incorporated or Century Securities Associates as your IRA or other retirement account custodian. If you do purchase shares of Mid-Southern Bancorp, Inc. common stock using funds from a Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated or Century Securities Associates IRA account, you acknowledge that Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated or Century Securities Associates, as applicable, did not recommend or give you advice regarding such purchase. Other than the standard account fees and compensation

129

associated with all IRA accounts, Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated and Century Securities Associates do not receive additional fees or compensation as a result of the purchase of Mid-Southern Bancorp, Inc. common stock through a Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated or Century Securities Associates IRA or retirement account. 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 Mid-Southern Savings 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 [DATE 1], 2018 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 Ownership Statements; No Stock Certificates

All shares of Mid-Southern Bancorp common stock being sold will be in book entry form and paper stock certificates will not be issued.  Information regarding shares of common stock sold in the subscription and community offerings will be mailed by regular mail to the persons entitled thereto at the registration address noted on the stock order form, as soon as practicable following completion of the conversion and offering.  Until this information is delivered to purchasers, purchasers may not be able to sell the shares of common stock which they ordered, even though the common stock will have begun trading.

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.  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: (a) a small number of persons otherwise eligible to subscribe for shares under the plan of conversion reside in the state; (b) the issuance of subscription rights or the offer or sale of shares of common stock to such persons would require us, under the securities laws of the state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify our securities for sale in the state; or (c) registration or qualification would be impracticable for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares

Federal Reserve Board regulations prohibit any person with subscription rights, including Eligible Account Holders, Supplemental Eligible Account Holders and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise.  These rights may be exercised only by the person to whom they are granted and only for his or her account.  When registering your stock purchase on the stock order form, you cannot add the name(s) of persons who do not have subscription rights or who qualify only in a lower purchase priority than you do.  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 the shares.  The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the offering.

We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering.  If you have any questions regarding the conversion or offering, please call our Stock Information Center at (___) ___-____ to speak to a representative of Keefe, Bruyette & Woods, Inc.  Representatives are available by telephone

130

Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.    The Stock Information Center will be closed on  bank holidays.

Liquidation Rights

Liquidation prior to the conversion.  In the unlikely event of a complete liquidation of Mid-Southern, M.H.C. or Mid-Southern Savings Bank prior to the conversion, all claims of creditors of Mid-Southern, M.H.C., including those of depositors of Mid-Southern Savings Bank (to the extent of their deposit balances), would be paid first.  Thereafter, if there were any assets of Mid-Southern Savings Bank remaining, these assets would be distributed to stockholders, including Mid-Southern, M.H.C.  Then, if there were any assets of Mid-Southern, M.H.C. remaining, members of Mid-Southern, M.H.C. would receive those remaining assets, pro rata, based upon the deposit balances in their deposit account in Mid-Southern Savings Bank immediately prior to liquidation.

Liquidation following the conversion.  In the unlikely event that Mid-Southern Bancorp and Mid-Southern Savings 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" maintained by Mid-Southern Bancorp pursuant to the plan of conversion to certain depositors, with any assets remaining thereafter distributed to Mid-Southern Bancorp as the holder of Mid-Southern Savings Bank capital stock.

The plan of conversion provides for the establishment, upon the completion of the conversion, of a "liquidation account" by Mid-Southern Bancorp for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to Mid-Southern, M.H.C.'s ownership interest in the total stockholder's equity of Mid-Southern Savings Bank as of the date of its latest balance sheet contained in this prospectus.  The plan of conversion also provides that Mid-Southern Bancorp shall cause the establishment of a bank liquidation account.

The liquidation account to be established by Mid-Southern Bancorp is designed to provide payments to depositors of their liquidation interests in the event of a liquidation of Mid-Southern Bancorp and Mid-Southern Savings Bank.  Specifically, in the unlikely event that Mid-Southern Bancorp and Mid-Southern Savings Bank were to completely liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by a distribution to Eligible Account Holders and Supplemental Eligible Account Holders of the liquidation account maintained by Mid-Southern Bancorp.  In a liquidation of both entities, or of Mid-Southern Savings Bank, when Mid-Southern Bancorp has insufficient assets to fund the distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Mid-Southern Savings Bank has positive net worth, Mid-Southern Savings Bank shall pay amounts necessary to fund Mid-Southern Bancorp's remaining obligations under the liquidation account.  The plan of conversion also provides that if Mid-Southern Bancorp is sold or liquidated apart from a sale or liquidation of Mid-Southern Savings Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by Mid-Southern Bancorp shall be surrendered and treated as a liquidation account in Mid-Southern Savings Bank.

Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, Mid-Southern Bancorp will eliminate or transfer the liquidation account and the interests in such account to Mid-Southern Savings Bank and the liquidation account shall thereupon become the liquidation account of Mid-Southern Savings Bank and not be subject in any manner or amount to Mid-Southern Bancorp's creditors.

Also, under the rules and regulations of the Federal Reserve Board, no post-conversion merger, consolidation, or similar combination or transaction with another depository institution in which Mid-Southern Bancorp or Mid-Southern Savings Bank is not the surviving institution would be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution.

Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificate of deposit accounts, with a balance of $50.00 or more held in Mid-Southern Savings Bank on December 31, 2016, or March 31, 2018.  Each Eligible Account Holder and Supplemental Eligible Account Holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account on

131

December 31, 2016 or March 31, 2018 bears to the balance of all deposit accounts in Mid-Southern Savings Bank on such dates.

If, however, on any December 31 annual closing date commencing after the effective date of the conversion, the amount in any such deposit account is less than the amount in the deposit account on December 31, 2016, or March 31, 2018 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 the interest will cease to exist if the 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 Mid-Southern Bancorp as the sole stockholder of Mid-Southern Savings Bank.

Material Income Tax Consequences

Although the conversion may be effected in any manner approved by the Federal Reserve Board that is consistent with the purposes of the plan of conversion and applicable law, regulations and policies, it is intended that the conversion will be effected through a share exchange between Mid-Southern Savings Bank and Mid-Southern Bancorp and a merger between Mid-Southern M.H.C. and Mid-Southern Bancorp.  Completion of the offering is conditioned upon the prior receipt of an opinion of counsel or a tax advisor with respect to federal and Indiana tax laws to the effect that no gain or loss will be recognized by Mid-Southern, M.H.C. or Mid-Southern Savings Bank as a result of the conversion or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued.  We have received an opinion from Silver, Freedman, Taff & Tiernan, LLP as to the federal tax consequences of the conversion.  We have also received an opinion from Monroe Shine & Co., Inc. to the effect that, more likely than not, the income tax consequences under Indiana law of the offering are not materially different than for federal income tax purposes.

Silver, Freedman , Taff & Tiernan, LLP has issued an opinion to Mid-Southern, M.H.C., Mid-Southern Savings Bank and Mid-Southern Bancorp that for federal income tax purposes:

1. The share exchange between Mid-Southern Savings Bank and Mid-Southern Bancorp will qualify as a tax free exchange under Section 351 of the Internal Revenue Code or a tax free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code.

2. No gain or loss will be recognized by Mid-Southern Savings Bank, Mid-Southern Bancorp or the stockholders of Mid-Southern Savings Bank upon the transfer of all of the outstanding common stock of Mid-Southern Saving Bank to Mid-Southern Bancorp in exchange for common stock of Mid-Southern Bancorp common stock, except for cash paid in lieu of fractional share interests and cash paid in exchange for dissenting shares. (Section 351(a), Section 354 and Section 361(a) of the Internal Revenue Code).

3. Each Minority Stockholder's aggregate basis in his or her Mid-Southern Bancorp common stock received in exchange for shares of Mid-Southern Savings Bank common stock in the share exchange will be the same as the aggregate basis of the shares surrendered in exchange therefore, subject to the cash in lieu of a fractional share interest provisions of paragraph 6 below. (Section 358(a) of the Internal Revenue Code).

4. Each stockholder's holding period of his or her Mid-Southern Bancorp common stock received in exchange for shares of Mid-Southern Savings Bank common stock in the share exchange will include the period during which these shares were held, provided the shares are a capital asset in the hands of the stockholder on the date of the exchange. (Section 1223(1) of the Internal Revenue Code).

5. A Minority Stockholder who dissents to the share exchange and receives cash in exchange for his or her dissenting shares will recognize gain or loss equal to the difference between the amount of cash received and such Minority Stockholder's adjusted tax basis  in his or her dissenting shares,

132

with the result that such stockholder will generally have short-term or long-term capital gain or loss depending on the holding period of such dissenting shares.

6. The payment of cash to former holders of Mid-Southern Savings Bank common stock in lieu of fractional share interests of Mid-Southern Bancorp will be treated as though fractional share interests of Mid-Southern Bancorp common stock were distributed as part of the share exchange and then redeemed by Mid-Southern Bancorp.  The cash payments will be treated as distributions in full payment for the fractional share interests deemed redeemed under Section 302(a) of the Internal Revenue Code, with the result that such stockholders will generally have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional share interests.

7. The merger of Mid-Southern, M.H.C. with and into Mid-Southern Bancorp will qualify as a tax free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code.

8. The exchange of the Eligible Account Holders' and Supplemental Eligible Account Holders' and liquidation interests in Mid-Southern, M.H.C. for liquidation interests in Mid-Southern Bancorp in the merger will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations.

9. Mid-Southern, M.H.C. will not recognize any gain or loss on the transfer of its assets to Mid-Southern Bancorp and Mid-Southern Bancorp's assumption of its liabilities, if any, in the merger, pursuant to which Eligible Account Holders and Supplemental Eligible Account Holders will receive interests in the liquidations account of Mid-Southern Bancorp in exchange for their liquidation interests in Mid-Southern, M.H.C. (Section 361(a), 361(c) and 357(a) of the Internal Revenue Code.)

10. No gain or loss will be recognized by Mid-Southern Bancorp upon the receipt of the assets of Mid-Southern, M.H.C. in the merger.  (Section 1032(a) of the Internal Revenue Code.)

11. Eligible Account Holders and Supplemental Eligible Account Holders will recognize no gain or loss upon their receipt of liquidation interests in Mid-Southern Bancorp in exchange for their  liquidation interests in Mid-Southern, M.H.C. in the merger (Section 354(a) of the Internal Revenue Code.)

12. The basis of the assets of Mid-Southern, M.H.C. to be received by Mid-Southern Bancorp in the merger will be the same as the basis of such assets in the hands of Mid-Southern, M.H.C. immediately prior to the transfer.  (Section 362(b) of the Internal Revenue Code.)

13. The holding period of the assets of Mid-Southern, M.H.C. to be received by Mid-Southern Bancorp in the merger will include the holding period of those assets in the hands of Mid-Southern, M.H.C. immediately prior to the transfer.  (Section 1223(2) of the Internal Revenue Code.)

14. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Mid-Southern Bancorp common stock is zero.  Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon distribution to them of nontransferable subscription rights to purchase shares of Mid-Southern Bancorp common stock.  (Section 356(a) of the Internal Revenue Code.)  Gain, if any, realized by these account holders and members will not exceed the fair market value of the subscription rights distributed.  It is more likely than not that Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not recognize any gain as the result of the exercise by them of nontransferable subscription rights.

15. It is more likely than not that the fair market value of the benefit provided by the liquidation account of Mid-Southern Savings Bank supporting the payment of the liquidation account of Mid-Southern Bancorp in the event Mid-Southern Bancorp lacks sufficient net assets is zero. 

133

Accordingly, it is more likely than not that no gain or loss will be recognized by Mid-Southern Bancorp or Eligible Account Holders and Supplemental Eligible Account Holders from the establishment or maintenance of the liquidation account of Mid-Southern Savings Bank or any deemed distribution to Mid-Southern Bancorp, Eligible Account Holders and/or Supplemental Eligible Account Holders of rights in the liquidation account of Mid-Southern Savings Bank as of the effective date of the merger. (Section 356(a) of the Internal Revenue Code.)

16. It is more likely than not that the basis of the Mid-Southern Bancorp common stock purchased in the offering through the exercise of nontransferable subscription rights will be the purchase price thereof.  (Section 1012 of the Internal Revenue Code.)

17. The holding period of the Mid-Southern Bancorp common stock purchased pursuant to the exercise of subscription rights will commence on the date on which the right to acquire this stock was exercised.  (Section 1223(5) of the Internal Revenue Code.)

18. No gain or loss will be recognized by Mid-Southern Bancorp on the receipt of money in exchange for Mid-Southern Bancorp common stock sold in the offering.  (Section 1032 of the Internal Revenue Code.)

We believe that the tax opinions summarized above address all material federal income tax consequences that are generally applicable to Mid-Southern, M.H.C., Mid-Southern Savings Bank Mid-Southern Bancorp, persons receiving subscription rights and stockholders of Mid-Southern Savings Bank.  The tax opinion as to items 14 and 16 above is based on the position that subscription rights to be received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members do not have any economic value at the time of distribution or the time the subscription rights are exercised.  In this regard, Silver, Freedman, Taff & Tiernan LLP noted that the subscription rights will be granted at no cost to the recipients, are 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.  The firm also noted that the Internal Revenue Service has not in the past concluded that subscription rights in this type of transaction have value.  Based on the foregoing, Silver, Freedman, Taff & Tiernan LLP believes that it is more likely than not that the nontransferable subscription rights to purchase shares of common stock have no value.  However, the issue of whether or not the nontransferable subscription rights have value is based on all the facts and circumstances.  If the subscription rights in this type of transaction granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable income to those Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise the subscription rights (and possibly even recipients who do not exercise each rights) in an amount equal to the ascertainable value, and we could recognize gain on a distribution.  Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are encouraged to consult with their own tax advisors as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value.

We also have received a letter from Keller and Company stating its belief that the subscription rights do not have any ascertainable fair market value and that the price at which the subscription rights are exercisable will not be more or less than the fair market value of the shares on the date of exercise.  This position is 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 the same price that will be paid by members of the general public in any community offering.

The tax opinion as to item 15 above is based on the position that the contingent benefit provided by the Mid-Southern Savings Bank liquidation account supporting the payment of the liquidation account in limited circumstances where Mid-Southern Bancorp lacks sufficient net assets has a fair market value of zero at the time of the conversion.  We understand that:  (i) there is no history of any holder of an interest in this type of a liquidation account receiving any payment attributable to such liquidation account interest; (ii) the interests in the liquidation accounts are not transferable; (iii) the amounts due under the liquidation account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in Mid-Southern Savings Bank are reduced; and (iv) the Mid-Southern Savings Bank liquidation account payment obligation arises only if there is a complete liquidation of Mid-Southern Savings Bank, or a complete liquidation of Mid-Southern Savings Bank and Mid-Southern Bancorp at a time when Mid-Southern Savings Bank has a positive net worth and

134

Mid-Southern Bancorp has insufficient net assets to fully fund the distributions due with respect to the liquidation account.

In addition, we have received a letter from Keller and Company stating its belief that the benefit provided by the Mid-Southern Savings Bank liquidation account supporting the payment of the liquidation account in the limited circumstances described above does not have any economic value at the time of the merger of Mid-Southern, M.H.C. and Mid-Southern Bancorp.  Based on the foregoing, Silver, Freedman ,Taff & Tiernan LLP believes it is more likely than not that such rights or deemed rights in the Mid-Southern Savings Bank liquidation account have no value.  If these rights are subsequently found to have an economic value, income may be recognized by each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of the fair market value as of the date of the merger of Mid-Southern, M.H.C. and Mid-Southern Bancorp.

We do not plan to apply for a private letter ruling from the Internal Revenue Service concerning the transactions described herein.  Unlike private letter rulings issued by the Internal Revenue Service, opinions of counsel are not binding on the Internal Revenue Service or any state tax authority, and these authorities may disagree with the foregoing opinions.  In the event of a disagreement, there can be no assurance that the conclusions reached in an opinion of counsel would be sustained by a court if contested by the Internal Revenue Service.

The federal and state tax opinions have been filed with the SEC as exhibits to Mid-Southern Bancorp's registration statement.

Certain Restrictions on Purchase or Transfer of Our Shares after the Conversion

All shares of common stock purchased in the offering by a director or an executive officer of Mid-Southern Savings Bank generally may not be sold for a period of one year following the closing of the conversion, except in the event of the death of the director or executive officer.  Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any certificate or record ownership of the shares other than as provided above is a violation of the restriction.  Any shares of common stock issued at a later date as a stock dividend, stock split, or otherwise, with respect to the restricted stock will be similarly restricted.  The directors and executive officers of Mid-Southern Bancorp also will be restricted by the insider trading rules promulgated pursuant to the Exchange Act.

Purchases of shares of our common stock by any of our directors, executive officers and their associates, during the three-year period following the closing of the conversion may be made only through a broker or dealer registered with the SEC, except with the prior written approval of the Federal Reserve Board.  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-based incentive plans or any of our tax-qualified employee stock benefit plans or non-tax-qualified employee stock benefit plans.

Federal Reserve Board regulations prohibit Mid-Southern Bancorp from repurchasing its shares of common stock during the first year following the conversion unless compelling business reasons exist for such repurchases.  After one year, the Federal Reserve Board does not impose any repurchase restrictions.

COMPARISON OF STOCKHOLDERS' RIGHTS FOR EXISTING STOCKHOLDERS OF MID-SOUTHERN SAVINGS BANK

General.  As a result of the conversion, current holders of Mid-Southern Savings Bank common stock will become stockholders of Mid-Southern Bancorp. There are certain differences in stockholder rights arising from distinctions between the federal stock charter and bylaws of Mid-Southern Savings Bank and the articles of incorporation and bylaws of Mid-Southern Bancorp and from distinctions between laws with respect to federally chartered savings banks and Indiana law.

The following discussion is not intended to be a complete statement of the differences affecting the rights of stockholders, but rather summarizes the more significant differences and certain important similarities. See "Where You Can Find Additional Information" for procedures for obtaining a copy of Mid-Southern Bancorp's articles of incorporation and bylaws.

135

Authorized Capital Stock.The authorized capital stock of the current Mid-Southern Savings Bank consists of 10,000,000 shares of common stock, par value $1.00 per share, and 1,000,000 shares of preferred stock, no par value per share. The authorized capital stock of Mid-Southern Bancorp will consist of 30,000,000 shares of common stock, par value $.01 per share and 1,000,000 shares of preferred stock, par value $.01 per share.

Mid-Southern Savings Bank's charter and Mid-Southern Bancorp's articles of incorporation both authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates and liquidation preferences. Although neither board of directors has any intention at the present time of doing so, it could issue a series of preferred stock that could, depending on its terms, impede a merger, tender offer or other takeover attempt.

Issuance of Capital Stock.Currently, pursuant to applicable laws and regulations, Mid-Southern, M.H.C is required to own not less than a majority of the outstanding common stock of Mid-Southern Savings Bank. There will be no such restriction applicable to Mid-Southern Bancorp following consummation of the conversion, as Mid-Southern, M.H.C will cease to exist.

Mid-Southern Bancorp's articles of incorporation do not contain restrictions on the issuance of shares of capital stock to the directors, officers or controlling persons of Mid-Southern Bancorp, whereas Mid-Southern Savings Bank's federal stock charter provides that no shares may be issued to directors, officers or controlling persons other than as part of a general public offering, or to directors for purposes of qualifying for service as directors, unless the share issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting. Thus, Mid-Southern Bancorp could adopt stock-related compensation plans such as stock option plans without stockholder approval and shares of the capital stock of Mid-Southern Bancorp could be issued directly to directors or officers without stockholder approval. The rules of the Nasdaq Stock Market, however, generally require listed companies, like Mid-Southern Bancorp will be, to obtain stockholder approval of most stock-related compensation plans for directors, officers and key employees of the corporation. Moreover, although generally not required, stockholder approval of stock-related compensation plans may be sought in certain instances to qualify such plans for favorable treatment under current federal income tax laws and regulations. We plan to submit the stock compensation plan discussed in this prospectus to stockholders for their approval.

Neither the federal stock charter and bylaws of Mid-Southern Savings Bank nor the articles of incorporation and bylaws of Mid-Southern Bancorp provide for preemptive rights to stockholders in connection with the issuance of capital stock.

Voting Rights.Neither the federal stock charter of Mid-Southern Savings Bank nor the articles of incorporation of Mid-Southern Bancorp permits cumulative voting in the election of directors. Cumulative voting entitles you to a number of  votes equaling the number of shares you hold multiplied by the number of directors to be elected. Cumulative voting allows you to cast all your votes for a single nominee or apportion your votes among any two or more nominees. For example, when three directors are to be elected, cumulative voting allows a holder of 100 shares to cast 300 votes for a single nominee, apportion 100 votes for each nominee, or apportion 300 votes in any other manner.

Payment of Dividends.The ability of Mid-Southern Savings Bank to pay dividends on its capital stock is restricted by OCC regulations and by tax considerations related to federal savings banks. Mid-Southern Savings Bank will continue to be subject to these restrictions after the conversion, and such restrictions will indirectly affect Mid-Southern Bancorp because dividends from Mid-Southern Savings Bank will be a primary source of funds for the payment of dividends to the stockholders of Mid-Southern Bancorp.

Indiana law generally provides that, unless otherwise restricted in a corporation's articles of incorporation, a corporation's board of directors may authorize and a corporation may pay dividends to stockholders. However, a distribution may not be made if, after giving effect thereto, the corporation would not be able to pay its debts as they become due in the usual course of business or the corporation's total assets would be less than the sum of its liabilities and the amount that would be needed, if Mid-Southern Savings Bank 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.

136

Board of Directors.The bylaws of Mid-Southern Savings Bank and the articles of incorporation of Mid-Southern Bancorp each require the board of directors to be divided into three classes as nearly equal in number as possible and that the members of each class be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually. Under both the bylaws of Mid-Southern Savings Bank and the bylaws of Mid-Southern Bancorp, any vacancy occurring in the board of directors, however caused, may be filled by an affirmative vote of the majority of the directors then in office, whether or not a quorum is present. Any director of Mid-Southern Savings Bank so chosen shall hold office until the next annual meeting of stockholders, and any director of Mid-Southern Bancorp so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor shall have been elected and qualified.

The bylaws of Mid-Southern Bancorp provides that to be eligible to serve on the board of directors a person must not: (1) be under indictment for, or ever have been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) be a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. In addition a director must maintain a principal residence within 120 miles of a branch office for a period of at least one year prior to the date of nomination, election or appointment to the board of directors.

Under the bylaws of Mid-Southern Savings Bank, directors may be removed only for cause by the vote of the holders of a majority of the shares of stock entitled to vote at a meeting of stockholders called for such purpose. If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against the removal would be sufficient to elect a director if then cumulatively voted at an election of the class of directors of which such director is a part. Under the bylaws of Mid-Southern Bancorp a director may be removed from the board of directors before the expiration of his or her term only for cause and only upon the vote of a majority of the shares of stock entitled to vote at a meeting of stockholders called for such purpose. Cause for removal shall be deemed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for gross negligence or gross misconduct in the performance of such director's duty to Mid-Southern Bancorp, in a matter of substantial importance to Mid-Southern Bancorp and such conviction or adjudication is no longer subject to direct appeal.

Indemnification of Directors, Officers, Employees and Agents. Federal regulations provide that Mid-Southern Savings Bank must indemnify its directors, officers and employees for any costs incurred in connection with any action involving any such person's activities as a director, officer or employee if such person obtains a final judgment on the merits in his or her favor. In addition, indemnification is permitted in the case of a settlement, a final judgment against such person or final judgment other than on the merits, if a majority of disinterested directors determines that such person was acting in good faith within the scope of his or her employment as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interest of Mid-Southern Savings Bank or its stockholders. Mid-Southern Savings Bank also is permitted to pay ongoing expenses incurred by a director, officer or employee if a majority of disinterested directors concludes that such person may ultimately be entitled to indemnification. Before making any indemnification payment, Mid-Southern Savings Bank is required to notify the OCC of its intention and such payment cannot be made if the OCC objects thereto.

Under Indiana law, Mid-Southern Bancorp may indemnify directors and officers against liabilities asserted against or incurred by them while serving as such or while serving at its request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if (i) the individual's conduct was in good faith, (ii) the individual believed: (a) in the case of conduct in the individual's official capacity, that the individual's conduct was in Mid-Southern Bancorp's best interests and (b) in all other cases, that the individual's conduct was at least not opposed to Mid-Southern Bancorp's best interests, and (iii) in the case of any criminal proceeding,  the individual either (a) had reasonable cause to believe the individual's conduct was lawful or (b) had no reasonable cause to believe the individual's conduct was unlawful. The articles of incorporation of Mid-Southern Bancorp provide that it will indemnify its directors and officers, whether serving it or at its request any other entity, to the fullest extent required or permitted under Indiana law. Such indemnification includes the advancement of expenses. The articles of incorporation of

137

Mid-Southern Bancorp also provides that Mid-Southern Bancorp will indemnify its employees and agents and any director, officer, employee or agent of any other entity to such extent as shall be authorized by the board of directors and be permitted by law.

Special Meetings of Stockholders.The bylaws of Mid-Southern Savings Bank provide that special meetings of the stockholders of Mid-Southern Savings Bank may be called by the Chairman, President, a majority of the board of directors or upon the written request of the holders of not less than one-tenth of the outstanding capital stock of Mid-Southern Savings Bank entitled to vote at the meeting. The articles of incorporation of Mid-Southern Bancorp provide that special meetings of stockholders may be called by the Chairman, the President or a majority of the board of directors assuming there were no vacancies on the board of directors.

Stockholder Nominations and Proposals.Mid-Southern Savings Bank's bylaws generally provide that stockholders may submit nominations for election of directors at an annual meeting of stockholders and may propose any new business to be taken up at such a meeting by filing the proposal in writing with Mid-Southern Savings Bank at least five days before the date of the meeting. Mid-Southern Bancorp's bylaws also establish an  advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders of Mid-Southern Bancorp. Mid-Southern Bancorp's bylaws generally provide that any shareholder desiring to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must submit written notice to Mid-Southern Bancorp at least 90 days prior and not earlier than 100 days prior to such meeting.  However, if less than 90 days' notice or prior public disclosure of the date of the meeting is given to stockholders, the written notice must be submitted by a stockholder not later than the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made. A stockholder who desires to raise new business must provide certain information to Mid-Southern Bancorp concerning the nature of the new business, the stockholder, the stockholder's ownership in the Mid-Southern Bancorp and the stockholder's interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide Mid-Southern Bancorp with certain information concerning the nominee and the proposing stockholder.

Management believes that it is in the best interests of Mid-Southern Bancorp and its stockholders to provide sufficient time to enable management to disclose to stockholders information about a dissident slate of nominations for directors.  This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations, should management determine that doing so is in the best interests of stockholders generally.  Similarly, adequate advance notice of stockholder proposals will give management time to study the proposals and to determine whether to recommend to the stockholders that the proposals be adopted.  In certain instances, the provisions could make it more difficult to oppose management's nominees or proposals, even if stockholders believe the nominees or proposals are in their best interests.

Stockholder Action Without a Meeting.The bylaws of Mid-Southern Savings Bank provide that any action to be taken or which may be taken at any annual or special meeting of stockholders may be taken if a consent in writing, setting forth the actions so taken, is given by the holders of all outstanding shares entitled to vote.  The bylaws of Mid-Southern Bancorp do not provide for action to be taken by stockholders without a meeting. Under Indiana law, action may be taken by stockholders of Mid-Southern Bancorp without a meeting if all stockholders entitled to vote on the action give written consent to taking such action without a meeting, provided, however, that so long as Mid-Southern Bancorp has a class of voting shares registered with the SEC any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action taken are signed by the holders of outstanding shares having at least the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

Stockholder's Right to Examine Books and Records.A federal regulation, which is currently applicable to Mid-Southern Savings Bank, provides that stockholders holding of record at least $100,000 of stock or at least 1% of the total outstanding voting shares may inspect and make extracts from specified books and records of a federally chartered savings bank after proper written notice for a proper purpose.

Under Indiana law, a stockholder may inspect and copy a corporation's books and records (including minutes of meetings of the board of directors or stockholders, records of actions of board committees while acting in place of the board on behalf of the corporation and actions taken by stockholders or the board without a meeting, accounting records, and record of stockholders) during regular business hours at a reasonable location specified by the corporation provided that the stockholder: (i) gives at least five (5) days advance written notice; (ii) makes the

138

demand for inspection in "good faith" and for a "proper purpose;" (iii) describes with "reasonable particularity" the purpose of inspection and the records the stockholder desires to inspect; and (iv) the records are "directly connected" with the stockholder's purpose.

Limitations on Voting Rights.The articles of incorporation of Mid-Southern Bancorp provide that in no event will any record owner of any outstanding common stock which 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 the then-outstanding shares of common stock, be entitled, or permitted to any vote in respect of the shares held in excess of the limit. This limitation does not apply to any director or officer acting solely in their capacities as directors and officers, or any employee benefit plans of Mid-Southern Bancorp or any subsidiary or a trustee of a plan.

In addition, Federal Reserve Board regulations provide that for a period of three years following the date of the completion of the offering, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of Mid-Southern Bancorp's equity securities without the prior written approval of the OCC. Where any person acquires beneficial ownership of more than 10% of a class of our equity securities without the prior written approval of the OCC, the securities beneficially owned by such person in excess of 10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.

Mergers, Consolidations and Sales of Assets.Federal regulations currently require the approval of two-thirds of the board of directors of Mid-Southern Savings Bank and the holders of two-thirds of the outstanding stock of Mid-Southern Savings Bank entitled to vote thereon for mergers, consolidations and sales of all or substantially all of its assets. Such regulation permits Mid-Southern Savings Bank to merge with another corporation without obtaining the approval of its stockholders if:

• it does not involve an interim savings institution;

• the charter of Mid-Southern Savings Bank is not changed;

• each share of Mid-Southern Savings Bank stock outstanding immediately before the effective date of the transaction is to be an identical outstanding share or a treasury share of Mid-Southern Savings Bank after such effective date; and

• either: (a) no shares of voting stock of Mid-Southern Savings Bank and no securities convertible into such stock are to be issued or delivered under the plan of combination or (b) the authorized unissued shares or the treasury shares of voting stock of Mid-Southern Savings Bank to be issued or delivered under the plan of combination, plus those initially issuable upon conversion of any securities to be issued or delivered under such plan, do not exceed 15% of the total shares of voting stock of Mid-Southern Savings Bank outstanding immediately before the effective date of the transaction.

Under Indiana law, a merger or consolidation of Mid-Southern Bancorp requires approval of a majority of all votes entitled to be cast unless a greater vote is required by a corporation's articles of incorporation, except that no approval by stockholders is required for a merger if:

• the plan of merger does not make an amendment of the articles of incorporation that would be required to be approved by the stockholders;

• each stockholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and rights, immediately after; and

• the number of shares outstanding immediately after the effective time of the merger, plus the number of voting shares issuable as a result of the merger, will not increase by more than 20% the total number of voting shares outstanding immediately before the merger.

In addition, under certain circumstances the approval of the stockholders shall not be required to authorize a merger with or into a 90% owned subsidiary of Mid-Southern Bancorp.

139

Under Indiana law, a sale of all or substantially all of Mid-Southern Bancorp's assets other than in the ordinary course of business, or a voluntary dissolution of Mid-Southern Bancorp, requires the approval of its board of directors and the affirmative vote of a majority of all votes entitled to be cast on the matter.

Business Combinations with Interested Stockholders.Indiana law generally provides that for five (5) years from the date a stockholder becomes an "interested stockholder" (i.e., the owner of 10% or more of a corporation's voting stock), the corporation may not engage in a business combination with the interested stockholder unless the board of directors approved in advance the business combination or the transaction causing the stockholder to become an interested stockholder. If such advance approval is not received, then the business combination must meet all requirements of the Articles of Incorporation and either must be approved by a majority vote of the voting stock not owned by the interested stockholder and its associates at a meeting called for that purpose no earlier than five (5) years after the interested stockholder's share acquisition date or the proposed consideration to be paid in the business combination must satisfy certain fair price criteria. Under Indiana law, Mid-Southern Bancorp is permitted and has decided to specifically opt out of the application of the Business Combinations Chapter of the Indiana Business Corporations Law.

In addition the articles of incorporation of Mid-Southern Bancorp require the approval of the holders of at least 80% of Mid-Southern Bancorp's outstanding shares of voting stock entitled to vote to approve certain "business combinations" with a "related person."  This supermajority voting requirement will not apply in cases where the proposed transaction has been approved by two-thirds of "Continuing Directors."  "Continuing Disinterested Director" means any member of the board of directors who is unaffiliated with the Related Person and was a member of the board of directors prior to the time that the Related Person became a Related Person, and any director who is thereafter chosen to fill any vacancy on the Board of Directors or who is elected and who, in either event, is unaffiliated with the Related Person, and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of Continuing Directors then on the board of directors.

Neither the charter or bylaws of Mid-Southern Savings Bank nor the federal laws and regulations applicable to Mid-Southern Savings Bank contain a provision that restricts business combinations between Mid-Southern Savings Bank and any interested stockholder in the manner set forth above.

Dissenters' Rights of Appraisal.A federal regulation that is applicable to Mid-Southern Savings Bank generally provides that a stockholder of a federally chartered savings bank that engages in a merger, consolidation or sale of all or substantially all of its assets shall have the right to demand from such institution payment of the fair or appraised value of his or her stock in the institution, subject to specified procedural requirements. This regulation also provides, however, that the stockholders of a federally chartered savings bank that is listed on a national securities exchange are not entitled to dissenters' rights in connection with a merger if the stockholder is required to accept only "qualified consideration" for his or her stock, which is defined to include cash, shares of stock of any institution or corporation which at the effective date of the merger will be listed on a national securities exchange or any combination of such shares of stock and cash.

Under Indiana law, stockholders of an Indiana corporation that is involved in certain mergers, share exchanges, or sales or exchanges of all or substantially all of its property have the right to dissent from that action and obtain payment of the fair value of their shares. However, dissenters' rights are not available to holders of shares listed on a national securities exchange, such as the New York Stock Exchange, the NASDAQ Stock Market, or similar exchange. Accordingly, since the shares of Mid-Southern Bancorp will be traded on the NASDAQ Capital Market, no dissenters' rights are available to Mid-Southern Bancorp stockholders.

Evaluation of Offers; Other Corporate Constituencies. The articles of incorporation of Mid-Southern Bancorp provide that its directors, in discharging their duties to Mid-Southern Bancorp and in determining what they reasonably believe to be in the best interest of Mid-Southern Bancorp, may, in addition to considering the effects of any action on stockholders, consider any of the following: (a) the economic effect, both short-term and long-term, upon Mid-Southern Bancorp's stockholders, including stockholders, if any, choosing not to participate in the transaction; and (b) effects, including any social and economic effects on the employees, suppliers, depositors and borrowers  of, Mid-Southern Bancorp and its subsidiaries and on the communities in which Mid-Southern Bancorp  are located and any other factors the board of directors consider pertinent.

By having these standards in the articles of incorporation of Mid-Southern Bancorp, the board of directors may be in a stronger position to oppose such a transaction if the board of directors concludes that the transaction

140

would not be in the best interest of Mid-Southern Bancorp, even if the price offered is significantly greater than the market price of any equity security of Mid-Southern Bancorp.

Amendment of Governing Instruments.No amendment of the charter of Mid-Southern Savings Bank may be made unless it is first proposed by the board of directors, then preliminarily approved by the OCC, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. The articles of incorporation of Mid-Southern Bancorp generally may be amended by the holders of a majority of the shares entitled to vote, provided that any amendment of Section 3.04 (limitation on common stock voting rights), Section 4.02 (classification of board of directors), Section 4.05 (removal of directors), Section 4.06 (special stockholder meetings), Article V (approval of certain business combinations), Article VI (evaluations of business combinations), Article VII (indemnification), Article IX (conduct of affairs of corporation) and Article X (amendment of certain provisions of the Articles), must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the directors and two-thirds (2/3) of the outstanding shares entitled to vote or such greater proportion of directors and stockholders as may otherwise be required by the specific provision of the Articles of Incorporation.  The bylaws of Mid-Southern Savings Bank may be amended in a manner consistent with regulations of the OCC and shall be effective after (1) approval of the amendment by a majority vote of the authorized board of directors, or by a majority of the votes cast by the stockholders of Mid-Southern Savings Bank at any legal meeting and (2) receipt of applicable regulatory approval. The bylaws of Mid-Southern Bancorp may be amended by the affirmative vote of two-thirds (2/3) of the directors. 

RESTRICTIONS ON ACQUISITION OF MID-SOUTHERN BANCORP

General

Certain provisions in the articles of incorporation and bylaws of Mid-Southern Bancorp may have antitakeover effects. In addition, regulatory restrictions may make it more difficult for persons or companies to acquire control of us.

Articles of Incorporation and Bylaws of Mid-Southern Bancorp

Although our board of directors is not aware of any effort that might be made to obtain control of us after the offering, the board of directors believed it appropriate to adopt certain provisions permitted by federal and state regulations that may have the effect of deterring a future takeover attempt that is not approved by our board of directors. The following description of these provisions is only a summary and does not provide all of the information contained in our articles of incorporation and bylaws. See "Where You Can Find More Information" as to where to obtain a copy of these documents.

Limitation on Voting Rights.Our articles of incorporation provide that in no event will any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of common stock, be entitled, or permitted to any vote in respect of the shares held in excess of the limit. This limitation does not apply to any director or officer acting solely in their capacities as directors and officers, or any employee benefit plans of Mid-Southern Bancorp or any subsidiary or a trustee of a plan.

Board of Directors.

Classified Board. Our board of directors is divided into three classes as nearly as equal in number as possible. The stockholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Mid-Southern Bancorp.

Filling of Vacancies; Removal. Our bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled only by a vote of a majority of the directors then in office. A person elected to fill a vacancy on the board of directors will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor shall have been elected and qualified. Our articles of incorporation provide that a director may be removed from the board of directors before the expiration of his or her term only for cause and only upon the vote of a majority of the shares of stock then entitled to vote in an election of directors, which vote may only be taken at a meeting of stockholders

141

called expressly for that purpose. These provisions make it more difficult for stockholders to remove directors and replace them with their own nominees.

Qualification. Our bylaws provide that to be eligible to serve on the board of directors a person must not: (1) be under indictment for, or ever have been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) be a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. These provisions contained in our bylaws may prevent stockholders from nominating themselves or persons of their choosing for election to the board of directors.

Elimination of Cumulative Voting. Our articles of incorporation provide that no shares will be entitled to cumulative voting. The elimination of cumulative voting makes it more difficult for a stockholder group to elect a director nominee.

Special Meetings of Stockholders. Our stockholders must act only through an annual or special meeting. Special meetings of stockholders may only be called by the Chairman, the President, or by a majority of the total number of directors. The limitations on the calling of special meetings of stockholders may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Amendment of Articles of Incorporation.Our articles of incorporation provide that certain amendments to our articles of incorporation relating to a change in control of us must be approved by at least two-thirds (2/3) of the outstanding shares entitled to vote.

Amendment of Bylaws.Our articles of incorporation provide that our bylaws may be adopted, amended or repealed by a resolution adopted by a two-thirds (2/3)  of the directors.

Advance Notice Provisions for Stockholder Nominations and Proposals. Our bylaws establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. A person may not be nominated for election as a director unless that person is nominated by or at the direction of our board of directors or by a stockholder who has given appropriate notice to us before the meeting. Similarly, a stockholder may not bring business before an annual meeting unless the stockholder has given us appropriate notice of the stockholder's intention to bring that business before the meeting. Our Secretary must receive notice of the nomination or proposal not less than 90 days before the date of the annual meeting; provided, however, that if less than 100 days' notice of prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder who desires to raise new business must provide us with certain information concerning the nature of the new business, the stockholder, the stockholder's ownership of Mid-Southern Bancorp and the stockholder's interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide us with certain information concerning the nominee and the proposing stockholder.

Advance notice of nominations or proposed business by stockholders gives our board of directors time to consider the qualifications of the proposed nominees, the merits of the proposals and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about those matters.

Authorized but Unissued Shares of Capital Stock.Following the offering, we will have authorized but unissued shares of common and preferred stock. Our articles of incorporation authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates, and liquidation preferences. Such shares of common and preferred stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

142

Business Combinations with Interested Stockholders.Indiana law generally provides that for five (5) years from the date a stockholder becomes an "interested stockholder" (i.e., the owner of 10% or more of a corporation's voting stock), the corporation may not engage in a business combination with the interested stockholder unless the board of directors approved in advance the business combination or the transaction causing the stockholder to become an interested stockholder. If such advance approval is not received, then the business combination must meet all requirements of the Articles of Incorporation and either must be approved by a majority vote of the voting stock not owned by the interested stockholder and its associates at a meeting called for that purpose no earlier than five (5) years after the interested stockholder's share acquisition date or the proposed consideration to be paid in the business combination must satisfy certain fair price criteria. Under Indiana law, Mid-Southern Bancorp is permitted and has decided to specifically opt out of the application of the Business Combinations Chapter of the Indiana Business Corporations Law.

Control Share Acquisitions. Indiana law provides that if a person makes a "control share acquisition," defined as an acquisition of voting stock having at least 20% of all voting power, those shares will be accorded the same voting rights as all other shares only if a resolution is approved at an annual or special stockholders meeting by the holders of a majority of all shares entitled to vote other than the control shares. The statute also provides that any person proposing to make or who has made a control share acquisition may, at the person's election, deliver a statement to the corporation disclosing the information specified by the statute. Under Indiana law, Mid-Southern Bancorp is permitted and has decided to specifically opt out of the application of the Control Share Acquisitions Chapter of the Indiana Business Corporations Law.

Regulatory Restrictions

Savings and Loan Holding Company Act and Change in Bank Control Act. Any company, except a bank holding company, that acquires control of a savings association or savings and loan holding company becomes a "savings and loan holding company" subject to registration, examination and regulation by the Federal Reserve and must obtain the prior approval of the Federal Reserve under the Savings and Loan Holding Company Act before obtaining control of a savings association or savings and loan holding company.  A bank holding company must obtain the prior approval of the Federal Reserve under the Bank Holding Company Act before obtaining control of a savings association or savings and loan holding company and remains subject to regulation under the Bank Holding Company Act.  The term "company" includes corporations, partnerships, associations, and certain trusts and other entities.  "Control" of a savings association or savings and loan holding company is deemed to exist if a company has voting control, directly or indirectly of more than 25% of any class of the savings association's voting stock or controls in any manner the election of a majority of the directors of the savings association or savings and loan holding company, and may be presumed under other circumstances, including, but not limited to, holding 10% or more of a class of voting securities if the institution has a class of registered securities, as Mid-Southern Bancorp will have.  Control may be direct or indirect and may occur through acting in concert with one or more other persons.  In addition, a savings and loan holding company must obtain Federal Reserve approval prior to acquiring voting control of more than 5% of any class of voting stock of another savings association or another savings association holding company.  A similar provision limiting the acquisition by a bank holding company of 5% or more of a class of voting stock of any company is included in the Bank Holding Company Act.  Accordingly, the prior approval of the Federal Reserve Board would be required:

• before any savings and loan holding company or bank holding company could acquire 5% or more of the common stock of Mid-Southern Bancorp; and

• before any other company could acquire 25% or more of the common stock of Mid-Southern Bancorp, and may be required for an acquisition of as little as 10% of such stock.

Restrictions applicable to the operations of savings and loan holding companies may deter companies from seeking to obtain control of Mid-Southern Bancorp. See "Supervision and Regulation."

In addition, persons that are not companies are subject to the same or similar definitions of control with respect to savings and loan holding companies and savings associations and requirements for prior regulatory approval by the Federal Reserve in the case of control of a savings and loan holding company or by the OCC in the case of control of a federal savings association not obtained through control of a holding company of such savings association.

143

DESCRIPTION OF CAPITAL STOCK OF MID-SOUTHERN BANCORP

FOLLOWING THE CONVERSION

General

Mid-Southern Bancorp is authorized to issue 30,000,000 shares of common stock having a par value of $0.01 per share and 1,000,000 shares of preferred stock having a par value of $0.01. Each share of Mid-Southern Bancorp's common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, as required by the plan of conversion, all stock will be duly authorized, fully paid and nonassessable. Mid-Southern Bancorp will not issue any shares of preferred stock in the conversion and offering.

Common Stock

Dividends.Mid-Southern Bancorp can pay dividends if, as and when declared by its board of directors. The payment of dividends by Mid-Southern Bancorp is limited by law and applicable regulation. See "Our Dividend Policy." The holders of common stock of Mid-Southern Bancorp will be entitled to receive and share equally in dividends declared by the board of directors of Mid-Southern Bancorp. If Mid-Southern Bancorp issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. The holders of common stock of Mid-Southern Bancorp will possess exclusive voting rights in Mid-Southern Bancorp. They will elect Mid-Southern Bancorp's board of directors and act on other matters as are required to be presented to them under federal law or as are otherwise presented to them by the board of directors. Except as discussed in "Restrictions on Acquisition of Mid-Southern Bancorp," 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. If Mid-Southern Bancorp issues preferred stock, holders of Mid-Southern Bancorp preferred stock may also possess voting rights.

Liquidation. If there is any liquidation, dissolution or winding up of Mid-Southern Savings Bank, Mid-Southern Bancorp, as the sole holder of Mid-Southern Savings Bank's capital stock, would be entitled to receive all of Mid-Southern Savings Bank's assets available for distribution after payment or provision for payment of all debts and liabilities of Mid-Southern Savings Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of Mid-Southern Bancorp, the holders of its common stock would be entitled to receive all of the assets of Mid-Southern Bancorp available for distribution after payment or provision for payment of all its debts and liabilities. If Mid-Southern Bancorp issues preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.

Preemptive Rights; Redemption.Holders of the common stock of Mid-Southern Bancorp will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock cannot be redeemed.

Preferred Stock

Mid-Southern Bancorp will not issue any preferred stock in the conversion and offering and it has no current plans to issue any preferred stock after the conversion and offering. Preferred stock may be issued with designations, powers, preferences and rights as the board of directors may from time to time determine. The board of directors can, without stockholder approval, issue 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 Mid-Southern Bancorp's common stock is Computershare, Canton, Massachusetts. 

144

                                                      .

REGISTRATION REQUIREMENTS

In connection with the conversion and offering, we will register our common stock with the SEC under Section 12(b) of the Exchange Act, and will not deregister our common stock for a period of at least three years following the conversion and offering.  As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

EXPERTS

The consolidated financial statements of Mid-Southern Savings Bank as of December 31, 2017 and 2016, and for the years then ended, have been included herein in reliance upon the report of Monroe Shine & Co., Inc. independent registered public accounting firm, which is included herein and upon the authority of said firm as experts in accounting and auditing.

Keller and Company has consented to the publication herein of the summary of its report to Mid-Southern Bancorp setting forth its opinion as to the estimated pro forma market value of the shares of common stock upon completion of the offering and its letter with respect to subscription rights.

LEGAL MATTERS

The legality of our common stock has been passed upon for us by Breyer & Associates PC, McLean, Virginia.  The federal income tax consequences of the conversion have been opined upon by Silver, Freedman, Taff & Tiernan, L.L.P.  Monroe Shine & Co., Inc. has provided an opinion to us regarding the Indiana income tax consequences of the conversion.  Silver, Freedman, Taff & Tiernan, L.L.P. and Monroe Shine & Co., Inc. have consented to the references to their opinions in this prospectus.  Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Luse Gorman, PC.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement under the Securities Act that registers the common stock to be issued in the offering and in exchange for shares of Mid-Southern Savings Bank. common stock.  This prospectus forms a part of the registration statement.  The registration statement, including the exhibits, contains additional relevant information about us and our common stock.  The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.  You may read and copy the registration statement at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the SEC's public reference rooms. Our filings with the SEC, including the registration statement, are also available to you for free on the SEC's internet website at www.sec.gov.

Mid-Southern, M.H.C. has filed an application for approval of the plan of conversion with the Federal Reserve Board. This prospectus omits certain information contained in the application. The application may be inspected, without charge, at the offices of the Board of Governors of the Federal Reserve Board System, 20th Street and Constitution Avenue, NW, Washington, DC 20551 and at the Federal Reserve Board Bank of St. Louis, One Federal Reserve Bank Plaza, Broadway and Locust Streets, St. Louis, Missouri 63102.

A copy of the plan of conversion is available without charge from Mid-Southern Savings Bank.

The appraisal report of Keller and Company been filed as an exhibit to our registration statement and to our application to the Federal Reserve Board.  The appraisal report was filed electronically with the SEC and is available on its Web site as described above.  The entire appraisal report is also available at the public reference room of the SEC and the offices of the Federal Reserve Board as described above.

145

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	3
CONSOLIDATED BALANCE SHEETS	4
CONSOLIDATED STATEMENTS OF INCOME	5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY	7
CONSOLIDATED STATEMENTS OF CASH FLOWS	8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9-47

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Mid-Southern Savings Bank FSB and Subsidiary

Salem, Indiana

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mid-Southern Savings Bank, FSB and Subsidiary (the "Bank") as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements").

Basis for Opinion

These consolidated financial statements are the responsibility of the Bank's management. Our responsibility is to express an opinion on the Bank's consolidated financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.  The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audits provide a reasonable basis for our opinion.

We have served as the Bank's auditor since at least 1975.

New Albany, Indiana

March 19, 2018

- 3 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2017 AND 2016

(In thousands, except share and per share data)	2017			2016
ASSETS
Cash and due from banks	$	1,151		$	1,152
Interest-bearing deposits with banks		6,313			7,159
Cash and cash equivalents		7,464			8,311
Time deposits		-			999
Securities available for sale, at fair value		45,716			44,139
Securities held to maturity (fair value of $167,000; $295,000 in 2016)		163			286
Loans (net of allowance for loan losses of $1.7 million; $2.5 million in 2016)		114,896			114,522
Federal Home Loan Bank stock, at cost		778			778
Foreclosed real estate		176			313
Real estate held for sale		270			-
Premises and equipment		2,032			2,475
Accrued interest receivable:
Loans		421			430
Securities		241			247
Cash value of life insurance		3,642			3,564
Other assets		878			1,562
Total Assets	$	176,677		$	177,626
LIABILITIES
Deposits:
Noninterest-bearing	$	18,008		$	16,767
Interest-bearing		133,885			137,291
Total deposits		151,893			154,058
Accrued expenses and other liabilities		630			643
Total Liabilities		152,523			154,701
STOCKHOLDERS' EQUITY
Preferred stock of $1 par value per share:
Authorized 1,000,000 shares; none issued		-			-
Common stock of $1 par value per share:
Authorized 10,000,000 shares; issued 1,471,612 shares (1,471,512 in 2016);
outstanding 1,469,280 shares (1,469,360 in 2016)		1,472			1,472
Additional paid-in capital		3,501			3,499
Retained earnings-substantially restricted		19,326			18,233
Accumulated other comprehensive loss		(47	)		(181	)
Unearned stock compensation plan		(3	)		(5	)
Less treasury stock, at cost - 2,332 shares (2,152 in 2016)		(95	)		(93	)
Total Stockholders' Equity		24,154			22,925
Total Liabilities and Stockholders' Equity	$	176,677		$	177,626

See notes to consolidated financial statements.

- 4 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2017 AND 2016

(In thousands, except per share data)	2017			2016
INTEREST INCOME
Loans, including fees	$	5,367		$	5,354
Investment securities:
Mortgage-backed securities		486			496
Municipal tax exempt		214			171
Other debt securities		307			305
Federal Home Loan Bank dividends		33			33
Interest-bearing deposits with banks and time deposits		71			39
Total interest income		6,478			6,398
INTEREST EXPENSE
Deposits		655			714
Total interest expense		655			714
Net interest income		5,823			5,684
Recapture of provision for loan losses		(700	)		(449	)
Net interest income after provision for loan losses		6,523			6,133
NONINTEREST INCOME
Deposit account service charges		407			437
Net gain on sales of securities available for sale		39			5
Increase in cash value of life insurance		74			77
ATM and debit card fee income		322			326
Other income		42			38
Total noninterest income		884			883
NONINTEREST EXPENSE
Compensation and benefits		2,717			2,598
Occupancy and equipment		510			449
Data processing		711			642
Professional fees		356			352
Net loss on foreclosed real estate		30			171
Impairment loss on land		55			215
Directors' fees		151			133
Loan expenses		57			121
Deposit insurance premiums		52			81
Other expenses		613			609
Total noninterest expense		5,252			5,371
Income before income taxes		2,155			1,645
Income tax expense		982			507
Net Income	$	1,173		$	1,138
Net income per common share, basic	$	0.80		$	0.78
Net income per common share, diluted	$	0.80		$	0.77

See notes to consolidated financial statements.

- 5 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2017 AND 2016

(In thousands)	2017			2016
Net Income	$	1,173		$	1,138
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Change in net unrealized loss on securities available for sale:
Net unrealized holding gains (losses) arising during the period		271			(282	)
Income tax (expense) benefit		(105	)		109
Net of tax amount		166			(173	)
Less: Reclassification adjustment for realized gains included
in net income during the period		39			5
Income tax expense		(15	)		(2	)
Net of tax amount		24			3
Other Comprehensive Income (Loss)		142			(176	)
Total Comprehensive Income	$	1,315		$	962

See notes to consolidated financial statements.

- 6 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2017 AND 2016

								Accumulated
			Additional					Other			Unearned
	Common		Paid-in		Retained			Comprehensive			Stock			Treasury
(In thousands, except share data)	Stock		Capital		Earnings			Income (Loss)			Compensation			Stock			Total
Balances at January 1, 2016	$	1,471	$	3,498	$	17,094		$	(4	)	$	(7	)	$	(91	)	$	21,961
Net income		-		-		1,138			-			-			-			1,138
Other comprehensive loss		-		-		-			(176	)		-			-			(176	)
Forfeiture of unearned stock awards		-		-		-			-			2			(2	)		-
Grant of common stock for
stock compensation - 100 shares		1		1		-			-			(2	)		-			-
Stock compensation expense		-		-		-			-			2			-			2
Balances at December 31, 2016		1,472		3,499		18,232			(180	)		(5	)		(93	)		22,925
Net income		-		-		1,173			-			-			-			1,173
Other comprehensive income		-		-		-			142			-			-			142
Cash dividends to Mid-Southern,
M.H.C.  ($0.06 per share)		-		-		(62	)		-			-			-			(62	)
Cash dividends to minority
stockholders ($0.06 per share)		-		-		(26	)		-			-			-			(26	)
Reclassification - income tax effect of
change in federal tax rate		-		-		8			(8	)		-			-			-
Forfeiture of unearned stock awards		-		-		-			-			2			(2	)		-
Grant of common stock for
stock compensation - 100 shares		-		2		-			-			(2	)		-			-
Stock compensation expense		-		-		-			-			2			-			2
Balances at December 31, 2017	$	1,472	$	3,501	$	19,325		$	(46	)	$	(3	)	$	(95	)	$	24,154

See notes to consolidated financial statements.

- 7 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017 AND 2016

(In thousands)	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,173		$	1,138
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of premiums and accretion of discounts
on securities, net		181			203
Recapture of provision for loan losses		(700	)		(449	)
Stock compensation expense		2			2
Depreciation expense		139			151
Impairment loss on land		55			215
Deferred income taxes		621			189
Increase in cash value of life insurance		(74	)		(77	)
Net realized and unrealized loss on foreclosed real estate		-			154
Net gain on sales of securities available for sale		(39	)		(5	)
Decrease (increase) in accrued interest receivable		15			(22	)
Net change in other assets and liabilities		(40	)		101
Net Cash Provided By Operating Activities		1,333			1,600
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of time deposits		999			500
Purchases of securities available for sale		(10,050	)		(9,381	)
Principal collected on mortgage-backed securities available for sale		3,486			4,347
Proceeds from sales of securities available for sale		5,078			1,129
Principal collected on mortgage-backed securities held to maturity		77			129
Proceeds from maturities of securities held to maturity		45			-
Net decrease (increase) in loans receivable		96			(1,006	)
Investment in cash value of life insurance		(4	)		(3	)
Proceeds from the sale of foreclosed real estate		367			190
Purchase of premises and equipment		(21	)		(53	)
Net Cash Provided By (Used In) Investing Activities		73			(4,148	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits		(2,165	)		(6,160	)
Cash dividends paid to Mid-Southern, M.H.C.		(62	)		-
Cash dividends paid to minority stockholders		(26	)		-
Net Cash Used In Financing Activities		(2,253	)		(6,160	)
Net Decrease in Cash and Cash Equivalents		(847	)		(8,708	)
Cash and cash equivalents at beginning of year		8,311			17,019
Cash and Cash Equivalents at End of Year	$	7,464		$	8,311

See notes to consolidated financial statements.

- 8 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mid-Southern Savings Bank, FSB (the "Bank") is a federal savings bank that provides a variety of banking services to individuals and business customers through its main office, two full-service branch offices and one loan production office in southern Indiana.  The Bank's primary source of revenue is single-family residential mortgage loans.

On September 6, 2017, the Bank formed a wholly-owned subsidiary, Mid-Southern Investments, Inc. (the "Subsidiary"), which is an Indiana corporation that manages a securities portfolio.

Basis of Consolidation and Reclassifications

The Bank is a 70.83% owned subsidiary of Mid-Southern, M.H.C., a federally chartered mutual holding company (the"MHC").  The accompanying consolidated financial statements include only the accounts of the Bank and the Subsidiary.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and conform to general practices within the banking industry.  Intercompany balances and transactions have been eliminated.  Certain prior year amounts have been reclassified to conform to the current year presentation.  The reclassifications had no effect on net income or stockholders' equity.

Statements of Cash Flows

For purposes of the statement of cash flows, the Bank has defined cash and cash equivalents as cash on hand, amounts due from banks (including cash items in process of clearing) and interest-bearing deposits with other banks having an original maturity of 90 days or less.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.  In connection with the determination of the allowance for loan losses and foreclosed real estate, management obtains independent appraisals for significant properties.

A majority of the Bank's loan portfolio consists of single-family residential and commercial real estate loans in the southern Indiana area.  Accordingly, the ultimate collectability of a substantial portion of the Bank's loan portfolio and the recovery of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions.

While management uses available information to recognize losses on loans and foreclosed real estate, further changes in the carrying amounts of loans and foreclosed real estate may be necessary based on changes in local economic conditions.  In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans and foreclosed real estate.  Such agencies may require the Bank to recognize additional changes based on their judgments about information available to them at the time of their examination.  Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed real estate may change materially in the near term.  However, the amount of the change that is reasonably possible cannot be estimated.

- 9 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Investment Securities

Securities Available for Sale:  Securities available for sale consist of debt securities and are stated at fair value.  Amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity, adjusted for anticipated prepayments.  Unrealized gains and losses, net of tax, on securities available for sale are included in other comprehensive income and the accumulated unrealized holding gains and losses are reported as a separate component of equity until realized.  Realized gains and losses on the sale of securities available for sale are determined using the specific identification method and are included in other noninterest income and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income.

Securities Held to Maturity:  Debt securities for which the Bank has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts that are recognized in interest income using methods approximating the interest method over the period to maturity, adjusted for anticipated prepayments.  The Bank classifies certain mortgage-backed securities and municipal obligations as held to maturity.

Debt securities held by the Bank include mortgage-backed securities and other debt securities issued by the Government National Mortgage Association ("GNMA"), a U.S. government agency, and mortgage-backed securities and collateralized mortgage obligations issued by the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"), which are government-sponsored enterprises. Mortgage-backed securities ("MBS") represent participating interests in pools of long-term first mortgage loans originated and serviced by the issuers of the securities.  Collateralized mortgage obligations ("CMO") are complex mortgage-backed securities that restructure the cash flows and risks of the underlying mortgage collateral.  The Bank also holds debt securities issued by municipalities and political subdivisions of state and local governments.

Declines in the fair value of individual available for sale and held to maturity securities below their amortized cost that are other than temporary result in write-downs of the individual securities to their fair value.  The related write-downs are included in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value.

The Bank is a member of the Federal Home Loan Bank of Indianapolis ("FHLB"). 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 in the consolidated statements of income.

Loans and Allowance for Loan Losses

Loans Held for Investment

Loans are stated at unpaid principal balances, less net deferred loan fees and the allowance for loan losses. The Bank grants real estate mortgage, commercial business and consumer loans.  A substantial portion of the loan portfolio is represented by mortgage loans to customers in southern Indiana.  The ability of the Bank's customers to honor their contracts is dependent upon the real estate and general economic conditions in this area.

- 10 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Loans and Allowance for Loan Losses – continued

Loan origination and commitment fees, as well as certain direct costs of underwriting and closing loans, are deferred and amortized as a yield adjustment to interest income over the lives of the related loans using the interest method.  Amortization of net deferred loan fees is discontinued when a loan is placed on nonaccrual status.

Nonaccrual Loans

The recognition of income on a loan is discontinued and previously accrued interest is reversed when interest or principal payments become 90 days past due unless, in the opinion of management, the outstanding interest remains collectible.  Past due status is determined based on contractual terms.  Generally, by applying the cash receipts method, interest income is subsequently recognized only as received until the loan is returned to accrual status.  The cash receipts method is used when the likelihood of further loss on the loan is remote.  Otherwise, the Bank applies the cost recovery method and applies all payments as a reduction of the unpaid principal balance until the loan qualifies for return to accrual status.  Interest income on impaired loans is recognized using the cost recovery method, unless the likelihood of further loss on the loan is remote.

A loan is restored to accrual status when all principal and interest payments are brought current and the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, which generally requires that the borrower demonstrate a period of performance of at least six consecutive months.

Impaired Loans

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 the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Values for collateral dependent loans are generally based on appraisals obtained from independent licensed real estate appraisers, with adjustments applied for estimated costs to sell the property, costs to complete unfinished or repair damaged property and other factors.  New appraisals or valuations are generally obtained for all significant properties (if the value is estimated to exceed $100,000) when a loan is identified as impaired.  Subsequent appraisals are obtained or an internal evaluation is prepared annually, or more frequently if management believes there has been a significant change in the market value of a collateral property securing a collateral dependent impaired loan.  In instances where it is not deemed necessary to obtain a new appraisal, management bases its impairment evaluation on the original appraisal with adjustments for current conditions based on management's assessment of market factors and inspection of the property.

- 11 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Loans and Allowance for Loan Losses – continued

Troubled Debt Restructurings

Modification of a loan is considered to be a troubled debt restructuring ("TDR") if the debtor is experiencing financial difficulties and the Bank grants a concession to the debtor that it would not otherwise consider.  By granting the concession, the Bank expects to obtain more cash or other value from the debtor, or to increase the probability of receipt, than would be expected by not granting the concession.  The concession may include, but is not limited to, reduction of the stated interest rate of the loan, reduction of accrued interest, extension of the maturity date or reduction of the face amount of the debt.  A concession will be granted when, as a result of the restructuring, the Bank does not expect to collect all amounts due, including interest at the original stated rate.  A concession may also be granted if the debtor is not able to access funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt.  The Bank's determination of whether a loan modification is a TDR considers the individual facts and circumstances surrounding each modification.

A TDR can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the restructuring.  A TDR on nonaccrual status is restored to accrual status when the borrower has demonstrated the ability to make future payments in accordance with the restructured terms, including consistent and timely payments for at least six consecutive months in accordance with the restructured terms.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings.  Additions to the allowance for loan losses are made by the 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.

The Bank uses a disciplined process and methodology to evaluate the allowance for loan losses on at least a quarterly basis that is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components.  The specific component relates to loans that are individually evaluated for impairment or loans otherwise classified as doubtful or substandard. For such loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan.

- 12 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Loans and Allowance for Loan Losses – continued

The general component covers non-classified loans and classified loans that are found, upon individual evaluation, to not be impaired.  Such loans are pooled by portfolio segment and losses are modeled using annualized historical loss experience adjusted for qualitative factors.  The historical loss experience is determined by portfolio segment and is based on the Bank's actual loss history over the most recent twenty calendar quarters unless the historical loss experience is not considered indicative of the level of risk in the remaining balance of a particular portfolio segment, in which case an adjustment is determined by management.  The Bank's historical loss experience is then adjusted for qualitative factors that are reviewed on a quarterly basis. Prior to 2016, management used a twelve-quarter historical loss period as the basis for its allowance for loan loss methodology. However, based on the Bank's loss history and changes in the loan portfolio, management determined that a twenty-quarter historical loss history was appropriate and updated its methodology in 2016.

Management's determination of the allowance for loan losses considers changes and trends in the following qualitative loss factors:  loan administration, national and local economic conditions, new loan trends, past due and nonaccrual loans, collateral values, credit concentrations and other internal and external factors such as competition, legal and regulatory changes.  Each qualitative factor is assigned a rating and a factor weight in determining the adjusted loss factors used in management's allowance for loan losses adequacy calculation.

Management exercises significant judgment in evaluating the relevant historical loss experience and the qualitative factors.  Management also monitors the differences between estimated and actual incurred loan losses for loans considered impaired in order to evaluate the effectiveness of the estimation process and make any changes in the methodology as necessary.

The following portfolio segments are considered in the allowance for loan loss analysis:  one-to-four family residential real estate, multi-family residential real estate, construction, commercial real estate, commercial business, and consumer loans.

Residential real estate loans primarily consist of loans to individuals for the purchase or refinance of their primary residence, with a smaller portion of the segment secured by non-owner-occupied residential investment properties and multi-family residential investment properties.  The risks associated with residential real estate loans are closely correlated to the local housing market and general economic conditions, as repayment of the loans is primarily dependent on the borrower's or tenant's personal cash flow and employment status.

The Bank's construction loan portfolio consists of single-family residential properties, multi-family properties and commercial projects, and includes both owner-occupied and speculative investment properties.  Risks inherent in construction lending are related to the market value of the property held as collateral, the cost and timing of constructing or improving a property, the borrower's ability to use funds generated by a project to service a loan until a project is completed, movements in interest rates and the real estate market during the construction phase, and the ability of the borrower to obtain permanent financing.

- 13 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Loans and Allowance for Loan Losses – continued

Commercial real estate loans are comprised of loans secured by various types of collateral including farmland, office buildings, warehouses, retail space and mixed use buildings located in the Bank's primary lending area.  Risks related to commercial real estate lending are related to the market value of the property taken as collateral, the underlying cash flows and general economic condition of the local real estate market.  Repayment of these loans is generally dependent on the ability of the borrower to attract tenants at lease rates or general business operating cash flows that provide for adequate debt service and can be impacted by local economic conditions which impact vacancy rates and the general level of business activity.  The Bank generally obtains loan guarantees from financially capable parties for commercial real estate loans.

Commercial business loans includes lines of credit to businesses, term loans and letters of credit secured by business assets such as equipment, accounts receivable, inventory, or other assets excluding real estate and are generally made to finance capital expenditures or fund operations.  Commercial loans contain risks related to the value of the collateral securing the loan and the repayment is primarily dependent upon the financial success and viability of the borrower.  As with commercial real estate loans, the Bank generally obtains loan guarantees from financially capable parties for commercial business loans.

Consumer loans consist primarily of home equity lines of credit and other loans secured by junior liens on the borrower's personal residence, home improvement loans, automobile and truck loans, boat loans, mobile home loans, loans secured by savings deposits, and other personal loans.  The risks associated with these loans are related to the local housing market and local economic conditions including the unemployment level.

Loan Charge-Offs

For portfolio segments other than consumer loans, the Bank's practice is to charge-off any loan or portion of a loan when the loan is determined by management to be uncollectible due to the borrower's failure to meet repayment terms, the borrower's deteriorating or deteriorated financial condition, the depreciation of the underlying collateral, the loan's classification as a loss by regulatory examiners, or for other reasons.  A partial charge-off is recorded on a loan when the collectability of a portion of the loan has been confirmed, such as when a loan is discharged in bankruptcy, the collateral is liquidated, a loan is restructured at a reduced principal balance, or other identifiable events that lead management to determine the full principal balance of the loan will not be repaid.  A specific reserve is recognized as a component of the allowance for estimated losses on loans individually evaluated for impairment.  Partial charge-offs on nonperforming and impaired loans are included in the Bank's historical loss experience used to estimate the general component of the allowance for loan losses as discussed above.  Specific reserves are not considered charge-offs in management's evaluation of the general component of the allowance for loan losses because they are estimates and the outcome of the loan relationship is undetermined.

During 2017 and 2016, the Bank recognized net partial charge-offs on loans totaling $19,000 and $75,000, respectively.  At December 31, 2017, the Bank had 15 loans with an aggregate recorded investment of $646,000 and an aggregate unpaid principal balance of $1.4 million on which net partial charge-offs of $389,000 had been recorded.  At December 31, 2016, the Bank had 18 loans with an aggregate recorded investment of $1.2 million and an aggregate unpaid principal balance of $2.3 million on which net partial charge-offs of $758,000 had been recorded.

- 14 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Loans and Allowance for Loan Losses – continued

Consumer loans not secured by real estate are typically charged off at 90 days past due, or earlier if deemed uncollectible, unless the loans are in the process of collection.  Overdrafts are charged off after 60 days past due.  A charge-off is typically recorded on a loan secured by real estate when the property is foreclosed upon when the carrying value of the loan exceeds the property's fair value less the estimated costs to sell.

Foreclosed Real Estate

Foreclosed real estate includes formally foreclosed property and property obtained via a deed in lieu of foreclosure that is currently held for sale.  At the time of foreclosure, foreclosed real estate is recorded at fair value less estimated costs to sell, which becomes the property's new basis.  Any write-downs based on the property's fair value at the date of acquisition are charged to the allowance for loan losses.  After foreclosure, valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less costs to sell.  Costs incurred in maintaining foreclosed real estate and subsequent impairment adjustments to the carrying amount of a property, if any, are included in net loss on foreclosed real estate in the accompanying consolidated statements of income.

Real Estate Held for Sale

Real estate held for sale includes unimproved land originally purchased for future office development and is initially recorded at fair value less estimated costs to sell, establishing a new cost basis.  Real estate held for sale is subsequently accounted for at the lower of cost or fair value less estimated costs to sell. Subsequent impairment loss adjustments to the carrying amount of the property, if any, are reported in noninterest expense in the accompanying consolidated statements of income.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation.  The Bank uses the straight line method of computing depreciation at rates adequate to amortize the cost of the applicable assets over their estimated useful lives.  Maintenance and repairs are expensed as incurred.  The cost and related accumulated depreciation of assets sold, or otherwise disposed of, are removed from the related accounts and any gain or loss is included in earnings.

Cash Value of Life Insurance

The Bank has purchased life insurance policies on certain directors, officers and key employees to offset costs associated with the Bank's compensation and benefit programs. The Bank is the owner and is a joint or sole beneficiary of the policies. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contracts at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Income from the increase in cash surrender value of the policies and income from the realization of death benefits is reported in noninterest income.

- 15 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Income Taxes

When income tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while other positions are subject to some degree of uncertainty regarding the merits of the position taken or the amount of the position that would be sustained.  The Bank recognizes the benefits of a tax position in the financial statements of the period during which, based on all available evidence, management believes it is more-likely-than-not (more than 50 percent probable) that the tax position would be sustained upon examination.  Income tax positions that meet the more-likely-than-not threshold are measured as the largest amount of income tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with the income tax positions claimed on income tax returns that exceeds the amount measured as described above is reflected as a liability for unrecognized income tax benefits in the balance sheet, along with any associated interest and penalties that would be payable to the taxing authorities, if there were an examination.  Interest and penalties associated with unrecognized income tax benefits are classified as additional income taxes in the consolidated statements of income.

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes.  Income tax reporting and financial statement reporting rules differ in many respects.  As a result, there will often be a difference between the carrying amount of an asset or liability as presented in the accompanying balance sheets and the amount that would be recognized as the tax basis of the same asset or liability computed based on the effects of tax positions recognized, as described in the preceding paragraph.  These differences are referred to as temporary differences because they are expected to reverse in future years.  Deferred income tax assets are recognized for temporary differences where their future reversal will result in future tax benefits.  Deferred income tax assets are also recognized for the future tax benefits expected to be realized from net operating loss or tax credit carry forwards.  Deferred income tax liabilities are recognized for temporary differences where their future reversal will result in the payment of future income taxes.  Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized.  Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled.  As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Stock-Based Compensation

The Bank has adopted the fair value based method of accounting for stock-based compensation prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718-20, Compensation – Stock Compensation, for its stock-based compensation plans.

Advertising Costs

Advertising costs are charged to operations when incurred.

Comprehensive Income

Comprehensive income consists of reported net income and other comprehensive income.  Other comprehensive income, recognized as a separate component of equity, includes the change in unrealized gains or losses on securities available for sale. Amounts reclassified out of unrealized gains and losses on securities available for sale included in accumulated other comprehensive income or loss are included in the net gain on sale of securities in the consolidated statements of income.

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.

- 16 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Earnings per Common Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the periods presented.  Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options, restricted stock and other potentially dilutive securities outstanding.  Earnings and dividends per share are restated for stock splits and dividends through the date of issuance of the financial statements.

Recent Accounting Pronouncements

The following are summaries of recently issued accounting pronouncements that impact the accounting and reporting practices of the Bank:

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606).  The ASU provides a five-step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are included in the scope of other standards).  The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.  The ASU is effective for public entities for interim and annual periods beginning after December 15, 2017; early adoption is not permitted. For financial reporting purposes, the ASU allows for either full retrospective adoption, meaning the ASU is applied to all of the periods presented, or modified retrospective adoption, meaning the ASU is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. As a bank, key revenue sources, such as interest income have been identified as out of the scope of this new guidance. The Bank's analysis suggests that the adoption of this ASU is not expected to have a material impact on the Bank's consolidated financial statements as substantially all of the Bank's revenues are excluded from the scope of the new guidance.

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. The amendments in this ASU also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in instrument-specific credit risk. In addition, the ASU eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The ASU also clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted for fiscal years or interim periods that have not yet been issued if adopted at the beginning of the fiscal year. The Bank is reviewing its available-for-sale investment portfolio in accordance with the provision of this standard. The adoption of the ASU is not expected to have a material impact on the Bank's consolidated financial statements.

- 17 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Recent Accounting Pronouncements - continued

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU requires lessees to recognize on the balance sheet the assets and liabilities arising from operating leases. A lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. A lessee should include payments to be made in an optional period only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. For a finance lease, interest payments should be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income. For operating leases, the lease cost should be allocated over the lease term on a generally straight-line basis. The amendments in the ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in the ASU is permitted. Once adopted, the Bank expects to report higher assets and liabilities as a result of including right-of-use assets and lease liabilities related to certain banking offices under noncancelable operating lease agreements, however, based on current leases, the adoption is expected to increase our consolidated balance sheets by less than 5% and not to have a material impact on its regulatory capital ratios.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326).  The update replaces the incurred loss methodology for recognizing credit losses under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts.  The expected loss model will apply to loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost.  The impairment model for available-for-sale debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary.  For public business entities that are U.S. Securities and Exchange Commission ("SEC") filers, the amendments in the update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Once adopted, the Bank expects its allowance for loan losses to increase through a one-time adjustment to retained earnings, however, until its evaluation is complete, the magnitude of the increase will be unknown.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments. This ASU is intended to address the appropriate classification of eight specific cash flow issues on the cash flow statement.  Debt prepayment costs should be classified as an outflow for financing activities.  Settlement of zero-coupon debt instruments divides the interest portion as an outflow for operating activities and the principal portion as an outflow for financing activities. Contingent consideration payments made after a business combination should be classified as outflows for financing and operating activities.  Proceeds from the settlement of bank-owned life insurance policies should be classified as inflows from investing activities.  Other specific areas are identified in the ASU as to the appropriate classification of the cash inflows or outflows.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted and must be applied using retrospective transition method to each period presented.  Adoption of the ASU is not expected to have a material impact on the Bank's consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20):  Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium. The standard will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of the ASU is not expected to have a material impact on the Bank's consolidated financial statements.

- 18 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(1 - continued)

Recent Accounting Pronouncements - continued

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The ASU was issued to provide clarity as to when to apply modification accounting when there is a change in the terms or conditions of a share-based payment award. According to this ASU, an entity should account for the effects of a modification unless the fair value, vesting conditions, and balance sheet classification of the award is the same after the modification as compared to the original award prior to the modification. The standard is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Bank's consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.  The guidance in Topic 740, Income Taxes requires that deferred tax assets and liabilities be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date.  As a result, the tax effect of items within accumulated other comprehensive income do not reflect the appropriate tax rate, referred to as "stranded tax effects". The update was issued to allow a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Act") enacted on December 22, 2017. The update requires that an entity disclose a description of the accounting policy for releasing income tax effects from accumulated other comprehensive income.  An entity that elects to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings must disclose in the period of adoption a statement that an election was made and a description of other income tax effects related to the application of the Tax Act that are reclassified from accumulated other comprehensive income to retained earnings, if any.  The amendments in the update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted for public entities for periods for which financial statements have not yet been issued.  The Bank adopted the amendments in this update as of December 31, 2017. The adoption resulted in a one-time reclassification of the effect of remeasuring deferred tax assets and liabilities related to items, primarily unrealized gains and losses on investments, within AOCI to retained earnings resulting from the change in the U.S. corporate income tax rate. This reclassification resulted in a decrease to AOCI and an increase to retained earnings in the amount of $8,000 for the year ended December 31, 2017, with no net impact to total stockholders' equity.

- 19 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(2)INVESTMENT SECURITIES

Investment securities have been classified in the balance sheets according to management's intent.  Investment securities at December 31, 2017 and 2016 are summarized as follows:

			Gross		Gross
(In thousands)	Amortized		Unrealized		Unrealized		Fair
December 31, 2017:	Cost		Gains		Losses		Value
Securities available for sale:
Mortgage-backed securities:
Agency MBS	$	14,604	$	-	$	208	$	14,396
Agency CMO		8,700		-		121		8,579
		23,304		-		329		22,975
Other debt securities:
Federal agency		1,000		-		1		999
Municipal obligations		21,474		343		75		21,742
Total securities available
for sale	$	45,778	$	343	$	405	$	45,716
Securities held to maturity:
Agency MBS	$	78	$	3	$	-	$	80
Municipal obligations		85		2		-		87
Total securities held to
maturity	$	163	$	5	$	-	$	167

- 20 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(2 – continued)

			Gross		Gross
(In thousands)	Amortized		Unrealized		Unrealized		Fair
December 31, 2016:	Cost		Gains		Losses		Value
Securities available for sale:
Mortgage-backed securities:
Agency MBS	$	17,541	$	14	$	193	$	17,362
Agency CMO		9,338		15		120		9,233
		26,879		29		313		26,595
Other debt securities:
Federal agency		2,000		1		2		1,998
Municipal obligations		15,554		188		197		15,546
Total securities available
for sale	$	44,433	$	218	$	512	$	44,139
Securities held to maturity:
Agency MBS	$	155	$	5	$	-	$	160
Municipal obligations		131		4		-		135
Total securities held to
maturity	$	286	$	9	$	-	$	295

The amortized cost and fair value of debt securities as of December 31, 2017 by contractual maturity are shown below.  Expected maturities of MBS and CMO may differ from contractual maturities because the mortgages underlying the obligations may be prepaid without penalty and thus the contractual maturities are not presented below.

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
Due in one year or less	$	1,000	$	999	$	-	$	-
Due after one year through five years		814		822		85		87
Due after five years through ten years		6,018		6,071		-		-
Due after ten years		14,641		14,849		-		-
		22,473		22,741		85		87
MBS and CMO		23,305		22,975		78		80
	$	45,778	$	45,716	$	163	$	167

- 21 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(2 – continued)

Information pertaining to securities with gross unrealized losses at December 31, 2017 and 2016, aggregated by investment category and the length of time that individual securities have been in a continuous loss position, follows:

	Number				Gross
	Of Investment		Fair		Unrealized
(Dollars in thousands)	Positions		Value		Losses
December 31, 2017:
Securities available for sale:
Continuous loss position less than 12 months:
Federal agency		1	$	999	$	1
Agency MBS		3		2,543		13
Agency CMO		4		4,777		12
Municipal obligations		4		2,539		13
Total less than 12 months		12		10,858		39
Continuous loss position more than 12 months:
Agency MBS		12		11,848		195
Agency CMO		3		3,802		109
Municipal obligations		3		1,949		62
Total more than 12 months		18		17,599		366
Total securities available for sale		30	$	28,457	$	405

December 31, 2016:
Securities available for sale:
Continuous loss position less than 12 months:
Federal agency	1	$	998	$	2
Agency MBS	13		14,802		193
Agency CMO	3		4,117		120
Municipal obligations	19		8,970		197
Total securities available for sale	36	$	28,887	$	512

- 22 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(2 – continued)

At December 31, 2016, the Bank did not have any securities in a continuous loss position more than 12 months.  At December 31, 2017 and 2016, the Bank did not have any debt securities in the held to maturity classification in a loss position.  At December 31, 2017, the debt securities in the available for sale classification in a loss position had depreciated approximately 1.40% from the amortized cost basis.  At December 31, 2016, the debt securities in the available for sale classification in a loss position had depreciated approximately 1.74% from the amortized cost basis, respectively.  All of the debt securities in a loss position at December 31, 2017 and 2016 were backed by residential first mortgage loans or were obligations issued by federal or local government-sponsored enterprises.  These unrealized losses relate principally to current interest rates for similar types of securities.  In analyzing an issuer's financial condition for purposes of evaluating whether declines in value are other-than-temporary, management considers whether the securities are issued by the federal government, its agencies or sponsored enterprises or local governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer's financial condition.  As the Bank has the ability to hold the debt securities until maturity, or for the foreseeable future if classified as available for sale, no declines are deemed to be other-than-temporary.  While management does not anticipate any credit-related impairment losses at December 31, 2017, additional deterioration in market and economic conditions may have an adverse impact on credit quality in the future.

During the year ended December 31, 2017, the Bank realized gross gains of $57,000 and gross losses of $18,000 on the sale of securities available for sale.  During the year ended December 31, 2016, the Bank realized gross gains of $7,000 and gross losses of $2,000 on the sale of securities available for sale.

(3)LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans at December 31, 2017 and 2016 consisted of the following:

(In thousands)	2017			2016
Real estate mortgage loans:
One-to-four family residential	$	79,899		$	80,983
Multi-family residential		6,352			5,464
Residential construction		108			767
Commercial real estate		22,315			23,184
Commercial real estate construction		2,061			710
Commercial business loans		3,875			3,776
Consumer loans		1,978			2,117
Total loans		116,588			117,001
Deferred loan origination fees and costs, net		31			24
Allowance for loan losses		(1,723	)		(2,503	)
Loans, net	$	114,896		$	114,522

- 23 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 – continued)

The Bank has entered into loan transactions with certain directors, officers and their affiliates (related parties).  In the opinion of management, such indebtedness was incurred in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with other persons and does not involve more than normal risk of collectability or present other unfavorable features.

The following represents the aggregate activity for related party loans during the year ended December 31, 2017.  The beginning balance has been adjusted to reflect new directors and officers, as well as directors and officers that are no longer with the Bank.

(In thousands)
Balance, January 1, 2017 (as adjusted)	$	1,726
New loans		700
Payments		(411	)
Balance, December 31, 2017	$	2,015

The Bank has pledged certain loans to secure future advances or other borrowings from the FHLB.  At December 31, 2017, the eligible blanket collateral included residential mortgage loans with a carrying value of approximately $64.8 million.  At December 31, 2017, there were no FHLB borrowings outstanding.

- 24 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

The following table provides the components of the Bank's recorded investment in loans at December 31, 2017:

	One-to-Four Family Residential		Multi-Family Residential			Construction			Commercial Real Estate			Commercial Business		Consumer		Total
	(In thousands)
Principal loan balance	$	79,899	$	6,352		$	2,169		$	22,315		$	3,875	$	1,978	$	116,588
Accrued interest receivable		301		15			6			81			13		5		421
Net deferred loan fees/ costs		-		(8	)		(6	)		(5	)		7		43		31
Recorded investment in loans	$	80,200	$	6,359		$	2,169		$	22,391		$	3,895	$	2,026	$	117,040

The following table provides the components of the Bank's recorded investment in loans at December 31, 2016:

	One-to-Four Family Residential		Multi-Family Residential			Construction			Commercial Real Estate			Commercial Business		Consumer		Total
	(In thousands)
Principal loan balance	$	80,983	$	5,464		$	1,477		$	23,184		$	3,776	$	2,117	$	117,001
Accrued interest receivable		308		15			2			89			15		1		430
Net deferred loan fees/ costs		5		(6	)		(4	)		(7	)		3		33		24
Recorded investment in loans	$	81,296	$	5,473		$	1,475		$	23,266		$	3,794	$	2,151	$	117,455

- 25 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

An analysis of the allowance for loan losses and recorded investment in loans as of and for the year ended December 31, 2017 is as follows:

	One-to-Four Family Residential			Multi-Family Residential			Construction		Commercial Real Estate			Commercial Business			Consumer			Total
Allowance for Loan Losses:	(In thousands)
Beginning balance	$	1,571		$	338		$	9	$	404		$	134		$	47		$	2,503
Provisions		(443	)		(118	)		11		(117	)		(23	)		(10	)		(700	)
Charge-offs		(64	)		-			-		(19	)		-			(18	)		(101	)
Recoveries		6			-			-		1			-			14			21
Ending balance	$	1,070		$	220		$	20	$	269		$	111		$	33		$	1,723
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	56		$	-		$	-	$	28		$	58		$	-		$	142
Collectively evaluated for impairment		1,014			220			20		241			53			33			1,581
Ending balance	$	1,070		$	220		$	20	$	269		$	111		$	33		$	1,723
Recorded Investment in Loans:
Individually evaluated for impairment	$	4,416		$	-		$	-	$	1,628		$	524		$	-		$	6,568
Collectively evaluated for impairment		75,784			6,359			2,169		20,763			3,371			2,026			110,472
Ending balance
	$	80,200		$	6,359		$	2,169	$	22,391		$	3,895		$	2,026		$	117,040

- 26 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

An analysis of the allowance for loan losses and recorded investment in loans as of and for the year ended December 31, 2016 is as follows:

	One-to-Four Family Residential			Multi-Family Residential		Construction			Commercial Real Estate			Commercial Business			Consumer			Total
Allowance for Loan Losses:	(In thousands)
Beginning balance	$	1,989		$	211	$	15		$	519		$	337		$	59		$	3,130
Provisions		(254	)		127		(6	)		(115	)		(203	)		2			(449	)
Charge-offs		(218	)		-		-			(1	)		-			(25	)		(244	)
Recoveries		54			-		-			1			-			11			66
Ending balance	$	1,571		$	338	$	9		$	404		$	134		$	47		$	2,503
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	121		$	-	$	-		$	32		$	70		$	-		$	223
Collectively evaluated for impairment		1,450			338		9			372			64			47			2,280
Ending balance	$	1,571		$	338	$	9		$	404		$	134		$	47		$	2,503
Recorded Investment in Loans:
Individually evaluated for impairment	$	3,409		$	-	$	-		$	2,205		$	576		$	25		$	6,215
Collectively evaluated for impairment		77,887			5,473		1,475			21,061			3,218			2,126			111,240
Ending balance
	$	81,296		$	5,473	$	1,475		$	23,266		$	3,794		$	2,151		$	117,455

- 27 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

The following table summarizes the Bank's impaired loans as of and for the year ended December 31, 2017.  The Bank did not recognize any interest income on impaired loans using the cash receipts method of accounting for the year ended December 31, 2017.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
Loans with no related allowance recorded:	(In thousands)
One-to-four family residential	$	1,492	$	1,980	$	-	$	1,719	$	9
Multi-family residential		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		684		761		-		810		12
Commercial business		11		10		-		12		-
Consumer		-		-		-		19		-
	$	2,187	$	2,751	$	-	$	2,560	$	21
Loans with an allowance recorded:
One-to-four family residential	$	718	$	766	$	56	$	784	$	32
Multi-family residential		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		335		348		28		426		21
Commercial business		514		573		58		574		30
Consumer		-		-		-		2		-
	$	1,567	$	1,687	$	142	$	1,786	$	83
Total:
One-to-four family residential	$	2,210	$	2,746	$	56	$	2,503	$	41
Multi-family residential		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		1,019		1,109		28		1,236		33
Commercial business		525		583		58		586		30
Consumer		-		-		-		21		-
	$	3,754	$	4,438	$	142	$	4,346	$	104

- 28 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

The following table summarizes the Bank's impaired loans as of and for the year ended December 31, 2016.  The Bank did not recognize any interest income on impaired loans using the cash receipts method of accounting for the year ended December 31, 2016.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
Loans with no related allowance recorded:	(In thousands)
One-to-four family residential	$	1,781	$	2,492	$	-	$	1,642	$	6
Multi-family residential		-		-		-		6		-
Construction		-		-		-		-		-
Commercial real estate		843		1,018		-		1,090		24
Commercial business		19		19		-		20		-
Consumer		25		38		-		36		1
	$	2,668	$	3,567	$	-	$	2,794	$	31
Loans with an allowance recorded:
One-to-four family residential	$	1,144	$	1,151	$	121	$	1,431	$	47
Multi-family residential		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		615		810		32		590		22
Commercial business		557		621		70		624		32
Consumer		-		-		-		7		-
	$	2,316	$	2,582	$	223	$	2,652	$	101
Total:
One-to-four family residential	$	2,925	$	3,643	$	121	$	3,073	$	53
Multi-family residential		-		-		-		6		-
Construction		-		-		-		-		-
Commercial real estate		1,458		1,828		32		1,680		46
Commercial business		576		640		70		644		32
Consumer		25		38		-		43		1
	$	4,984	$	6,149	$	223	$	5,446	$	132

- 29 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

Nonperforming loans consists of nonaccrual loans and loans over 90 days past due and still accruing interest.  The following table presents the recorded investment in nonperforming loans at December 31, 2017 and 2016:

			Loans 90+
			Days		Total
	Nonaccrual		Past Due		Nonperforming
	Loans		Still Accruing		Loans
December 31, 2017:	(In thousands)
One-to-four family residential	$	1,333	$	-	$	1,333
Multi-family residential		-		-		-
Construction		-		-		-
Commercial real estate		535		-		535
Commercial business		10		-		10
Consumer		-		-		-
Total	$	1,878	$	-	$	1,878
December 31, 2016:
One-to-four family residential	$	1,668	$	-	$	1,668
Multi-family residential		-		-		-
Construction		-		-		-
Commercial real estate		699		-		699
Commercial business		19		-		19
Consumer		11		-		11
Total	$	2,397	$	-	$	2,397

- 30 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

The following table presents the aging of the recorded investment in loans at December 31, 2017 and 2016:

					Over 90
	30-59 Days		60-89 Days		Days		Total				Total
	Past Due		Past Due		Past Due		Past Due		Current		Loans
December 31, 2017:	(In thousands)
One-to-four family residential	$	1,599	$	1,276	$	512	$	3,387	$	76,813	$	80,200
Multi-family residential		-		-		-		-		6,359		6,359
Construction		-		-		-		-		2,169		2,169
Commercial real estate		88		189		97		374		22,017		22,391
Commercial business		5		-		-		5		3,890		3,895
Consumer		-		-		-		-		2,026		2,026
Total	$	1,692	$	1,465	$	609	$	3,766	$	113,274	$	117,040
December 31, 2016:
One-to-four family residential	$	1,615	$	592	$	631	$	2,838	$	78,458	$	81,296
Multi-family residential		-		-		-		-		5,473		5,473
Construction		-		-		-		-		1,475		1,475
Commercial real estate		226		104		279		609		22,657		23,266
Commercial business		-		-		-		-		3,794		3,794
Consumer		21		-		3		24		2,127		2,151
Total	$	1,862	$	696	$	913	$	3,471	$	113,984	$	117,455

- 31 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

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, public information, historical payment experience, credit documentation, and current economic trends, among other factors.  The Bank classifies loans based on credit risk at least quarterly.  The Bank uses the following regulatory 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.

Loss:  Loans classified as loss are considered uncollectible and of such little value that their continuance on the institution's books as an asset is not warranted.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

- 32 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

The following table presents the recorded investment in loans by risk category as of December 31, 2017 and 2016:

	One-to-Four Family Residential		Multi-Family Residential		Construction		Commercial Real Estate		Commercial Business		Consumer		Total
December 31, 2017:	(In thousands)
Pass	$	77,205	$	6,359	$	2,169	$	21,049	$	3,371	$	2,026	$	112,179
Special mention		-		-		-		50		-		-		50
Substandard		2,995		-		-		1,292		524		-		4,811
Doubtful		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-
Total	$	80,200	$	6,359	$	2,169	$	22,391	$	3,895	$	2,026	$	117,040
December 31, 2016:
Pass	$	77,243	$	5,473	$	1,475	$	20,874	$	3,157	$	2,140	$	110,362
Special mention		688		-		-		166		-		-		854
Substandard		3,365		-		-		2,226		637		11		6,239
Doubtful		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-
Total	$	81,296	$	5,473	$	1,475	$	23,266	$	3,794	$	2,151	$	117,455

- 33 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

Troubled Debt Restructurings

The following table summarizes the Bank's TDRs by accrual status at December 31, 2017 and 2016:

							Related
							Allowance for
	Accruing		Nonaccrual		Total		Loan Losses
December 31, 2017:	(In thousands)
One-to-four family residential	$	877	$	-	$	877	$	56
Commercial real estate		484		209		693		28
Commercial business		514		11		524		58
Total	$	1,875	$	220	$	2,094	$	142
December 31, 2016:
One-to-four family residential	$	1,258	$	151	$	1,408	$	121
Commercial real estate		759		231		990		32
Commercial business		567		19		586		70
Consumer		14		15		29		-
Total	$	2,598	$	416	$	3,013	$	223

The following table summarizes information in regard to TDRs that were restructured during the year ended December 31, 2017:

(Dollars in thousands)	Number of Loans		Pre- Modification Principal Balance		Post- Modification Principal Balance
Commercial real estate		1	$	182	$	182
Commercial business		1		12		16
Total		2	$	194	$	198

The following table summarizes information in regard to TDRs that were restructured during the year ended December 31, 2016:

(Dollars in thousands)	Number of Loans		Pre- Modification Principal Balance		Post- Modification Principal Balance
One-to-four family residential		3	$	250	$	327
Commercial real estate		3		415		428
Consumer		1		23		23
Total		7	$	688	$	778

- 34 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(3 - continued)

For TDRs that were restructured during the years ended December 31, 2017 and 2016, the terms of modifications included a reduction of the stated interest rate, extension of the maturity date, and the renewal or refinancing of loans where the debtor was unable to access funds elsewhere at a market interest rate for debt with similar risk characteristics.  No charge-offs or provisions for loan losses were recorded as a result of TDRs during the years ended December 31, 2017 and 2016.

At December 31, 2017 and 2016, commitments to lend additional funds to debtors whose loan terms have been modified in a TDR (both accruing and nonaccruing) totaled $377,000 and $372,000, respectively. These commitments represented the undisbursed portion of a commercial real estate secured line of credit to one borrower.

There were no TDRs modified within the previous 12 months for which there was a subsequent default (defined as the loan becoming more than 90 days past due, being moved to nonaccrual status, or the collateral being foreclosed upon) during the year ended December 31, 2017.  There was one consumer TDR with a recorded investment of $6,000 modified within the previous 12 months for which there was a subsequent payment default (defined as the loan becoming more than 90 days past due, being moved to nonaccrual status, or the collateral being foreclosed upon) during the year ended December 31, 2016.  In the event that a TDR subsequently defaults, the Bank evaluates the restructuring for possible impairment.  As a result, the related allowance for loan losses may be increased or charge-offs may be taken to reduce the carrying amount of the loan.  The Bank did not recognize any provisions for loan losses or net charge-offs as a result of defaulted TDRs for the years ended December 31, 2017 and 2016.

(4)FORECLOSED REAL ESTATE

Foreclosed real estate activity was as follows for the years ended December 31, 2017 and 2016:

(In thousands)	2017			2016
Balance as of January 1	$	314		$	232
Transfers from loans to foreclosed real estate		229			426
Direct write-downs		-			-
Sales		(367	)		(345	)
Balance as of December 31	$	176		$	313

At December 31, 2017 and 2016, the Bank had $138,000 and $314,000, respectively, in foreclosed residential real estate properties where physical possession has occurred.

At December 31, 2017 and 2016, the recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure was $290,000 and $224,000, respectively.

Net loss on foreclosed real estate owned for the years ended December 31, 2017 and 2016 was as follows:

(In thousands)	2017		2016
Net loss on sales	$	-	$	154
Direct write-downs		-		-
Operating expenses, net of rental income		30		17
	$	30	$	171

- 35 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(5)REAL ESTATE HELD FOR SALE

As discussed in Note 6, the Bank reclassified the carrying value of land originally held for development of a future branch office to real estate held for sale in June 2017 upon listing the property for sale.  Based on subsequent impairment assessments, impairment losses of $55,000 were recognized and are reported as a component of noninterest expense in the accompanying consolidated statement of income for 2017.

(6)PREMISES AND EQUIPMENT

Premises and equipment as of December 31, 2017 and 2016 consisted of the following:

(In thousands)	2017		2016
Land and land improvements	$	507	$	832
Office buildings		2,224		2,224
Furniture, fixtures and equipment		1,585		1,642
		4,316		4,698
Less accumulated depreciation		2,284	$	2,223
Totals	$	2,032	$	2,475

The carrying value of premises and equipment are assessed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.  In December 2016, the Bank obtained an external appraisal on land held for development of a future branch office. Based on the appraisal and management's assessment, an impairment loss of $215,000 was recognized during the year ended December 31, 2016 and is reported as a component of noninterest expense in the accompanying consolidated statement of income for 2016.  On June 27, 2017 the property was listed for sale and its carrying value of $325,000 was reclassified from premises and equipment to real estate held for sale (see Note 5).

(7)DEPOSITS

The aggregate amount of time deposit accounts with balances that met or exceeded the Federal Deposit Insurance Corporation ("FDIC") insurance limit of $250,000 was approximately $2.2 million at both December 31, 2017 and 2016.

At December 31, 2017, scheduled maturities of time deposits were as follows:

In thousands)
2018	$	16,415
2019		9,242
2020		13,153
2021		8,917
2022		3,847
Total	$	51,574

- 36 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(7 – continued)

The Bank held deposits of approximately $3.7 million and $3.9 million for related parties at December 31, 2017 and 2016, respectively.

Interest expense on deposits is summarized as follows:

(In thousands)	2017		2016
Savings and interest-bearing demand deposits	$	137	$	98
Time deposits		518		616
Totals	$	655	$	714

(8)LEASE COMMITMENT

During 2016, the Bank entered into a lease agreement expiring in July 2019 for loan production office space with monthly lease payments of $2,000. At December 31, 2017, minimum lease payments remaining under the lease are $27,000 and $14,000 for the years ending December 31, 2018 and 2019, respectively, for an aggregate total commitment of $41,000.

Total rental expense for the operating lease for the years ended December 31, 2017 and 2016 was $27,000 and $14,000, respectively.

(9)INCOME TAXES

The components of income tax expense for the years ended December 31, 2017 and 2016 were as follows:

(In thousands)	2017		2016
Current	$	361	$	318
Deferred		621		189
Totals	$	982		507

The reconciliation of income tax expense for the years ended December 31, 2017 and 2016 with the amount that would have been provided at the federal statutory rate of 34% follows:

(In thousands)	2017			2016
Provision at federal statutory rate	$	733		$	559
State income tax-net of federal tax benefit		58			49
Effect of change in federal tax rate on net deferred tax asset		295			-
Municipal interest income		(80	)		(78	)
Bank-owned life insurance income		(25	)		(26	)
Other		1			3
Totals	$	982		$	507
Effective tax rate		45.6	%		30.8	%

Indiana tax laws enacted in 2013 and 2014 decreased the Indiana financial institutions franchise tax rate beginning in 2014 and ending in 2023.  Deferred taxes have been adjusted to reflect the newly enacted rates and the period in which temporary differences are expected to reverse.

- 37 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(9 – continued)

The Tax Act enacted on December 22, 2017 reduced the Bank's federal corporate income tax rate from 34% to 21% effective for tax years beginning after December 31, 2017.  FASB ASC 740, Income Taxes, requires recognition of the effect of a change in tax law or rate in the period that includes the enactment date.  As such, deferred tax assets and liabilities have been adjusted for the change in the federal corporate tax rate as of December 31, 2017.  The resulting adjustments of deferred tax assets and liabilities was recognized as a component of income tax expense in the consolidated statement of net income for the year ended December 31, 2017.  In accordance with ASU No. 2018-02, the Bank elected to reclassify the income tax effect of the change in the federal corporate tax rate from accumulated other comprehensive income to retained earnings as of December 31, 2017 in the amount of $8,000.

Significant components of the Bank's deferred tax assets and liabilities as of December 31, 2017 and 2016 were as follows:

(In thousands)	2017			2016
Deferred tax assets (liabilities):
Deferred director compensation plan	$	62		$	103
Allowance for loan losses		446			986
Valuation allowance - real estate held for sale		67			80
Nonaccrual loan interest income		71			107
Unrealized loss on securities available for sale		15			114
Enterprise zone interest credit carry forwards		-			38
Other		2			2
Total deferred tax assets		663			1,430
Depreciation		(58	)		(115	)
FHLB stock dividends		(19	)		(28	)
Prepaid expenses		(12	)		-
Net deferred loan costs		(8	)		(9	)
Total deferred tax liabilities		(97	)		(152	)
Net deferred tax asset	$	566		$	1,278

At December 31, 2017 and 2016, the Bank had no liability for unrecognized income tax benefits related to uncertain tax positions and does not anticipate any increase in the liability for unrecognized tax benefits during the next twelve months.   The Bank believes that its income tax positions would be sustained upon examination and does not anticipate any adjustments that would result in a material change to its financial position or results of operations.  The Bank and Subsidiary file a consolidated U.S. federal income tax return and a combined Indiana state income tax return with Mid-Southern, M.H.C.  Returns filed in these jurisdictions for tax years ended on or after December 31, 2014 are subject to examination by the relevant taxing authorities.

Prior to October 1, 1996, the Bank was permitted by the Internal Revenue Code to deduct from taxable income an annual addition to a statutory bad debt reserve subject to certain limitations.  Retained earnings at December 31, 2017 and 2016 include approximately $1.4 million of cumulative deductions for which no deferred federal income tax liability has been recorded.  Reduction of these reserves for purposes other than tax bad debt losses or adjustments arising from carry back of net operating losses would create income for tax purposes subject to the then current corporate income tax rate.  The unrecorded deferred liability on these amounts was approximately $294,000 and $476,000 at December 31, 2017 and 2016, respectively.

- 38 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(9 - continued)

Federal legislation enacted in 1996 repealed the use of the qualified thrift reserve method of accounting for bad debts for tax years beginning after December 31, 1995.  As a result, the Bank discontinued the calculation of the annual addition to the statutory bad debt reserve using the percentage-of-taxable-income method and adopted the experience reserve method for banks.  Under this method, the Bank computes its federal tax bad debt deduction based on actual loss experience over a period of years.  The legislation also provided that the Bank will not be required to recapture its pre-1988 statutory bad debt reserves if it ceases to meet the qualifying thrift definitional tests if the Bank continues to qualify as a "bank" under existing provisions of the Internal Revenue Code.

(10)DEFERRED DIRECTORS COMPENSATION PLAN

The Bank has a deferred compensation plan whereby certain directors defer into an account with the Bank a portion of their monthly director fees to provide income for a period of ten years following retirement.  The benefits under the contracts are fully vested and the Bank accrues the interest cost on the deferred obligation. The balance of the accrued benefit for the plan was $249,000 and $275,000 at December 31, 2017 and 2016, respectively. Deferred compensation expense was $17,000 and $20,000 for the years ended December 31, 2017 and 2016, respectively.

(11)EMPLOYEE BENEFIT PLAN

The Bank has a qualified defined contribution plan available to all eligible employees.  The plan allows participating employees to make tax-deferred contributions under Internal Revenue Code Section 401(k).  The Bank contributed $155,000 and $125,000 to the plan for the years ended December 31, 2017 and 2016, respectively.

(12)STOCK-BASED COMPENSATION PLANS

The Bank's stock-based compensation plans are described below.  The compensation cost that has been charged against income for those plans was $2,000 for both 2017 and 2016.  There were no income tax benefits related to stock-based compensation plans in 2017 or 2016.

1999 Stock Option Plan

The Bank adopted a stock option plan effective April 9, 1999 with a 10-year term that provided for issuance of up to 39,675 shares of the Bank's authorized but unissued common stock or treasury stock to all employees, including any officer or employee-director. Prior to the expiration of the plan, the Bank granted options for a total of 33,342 common shares.

2010 Equity Incentive Plan

On July 27, 2010, the Bank adopted the 2010 Equity Incentive Plan (the "Plan") and received regulatory approval on March 31, 2011. The Plan provides for the award of stock options and restricted stock.  The aggregate number of shares of the Bank's common stock available for issuance under the Plan to officers, directors, and employees may not exceed 54,492 shares.  The Bank may grant both non-statutory and statutory stock options which may not have a term exceeding ten years for up to 39,889 shares of common stock.  In the case of statutory stock options, the aggregate fair value of the stock (determined at the time the statutory stock option is granted) for which any optionee may be granted statutory stock options which are first exercisable during any calendar year shall not exceed $100,000.  The vesting dates for stock option awards are determined by the Plan Committee appointed by the board of directors.  All unvested options become exercisable upon an option holder's death or disability and in the event of a change in control.  Option prices may not be less than the fair market value of the underlying stock at the date of the grant of the award.  The Bank may grant restricted stock awards for up to 14,603 shares of common stock which generally vest over a period of five years.  The Plan provides that unvested restricted stock awards become fully vested upon a holder's death or disability and in the event of a change in control.  Compensation expense is recognized over the requisite service period with a corresponding credit to stockholders' equity.  The requisite service period for restricted shares is the vesting period.  Awards granted under the Plan may be granted either alone, in addition to, or in tandem with any other award granted under the Plan.

- 39 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(12 - continued)

The fair market value of stock options granted is determined at the date of grant using the binomial option pricing model.  Expected volatilities are based on historical volatility of the Bank's stock.  The expected term of options granted represents the period of time that options are expected to be outstanding and is based on historical trends.  The risk free rate for the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of option activity under the plan as of December 31, 2017, and changes during the year then ended is presented below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at beginning of year		1,880	$	14.81
Granted		100		19.19
Exercised		-		-
Forfeited or expired		780		16.60
Outstanding at end of year		1,200	$	14.02		4.8	$	10,000
Vested and expected to vest		1,200	$	14.02		4.8	$	10,000
Exercisable at end of year		980	$	13.46		4.1	$	9,900

For the years ended December 31, 2017 and 2016, the Bank recognized no compensation expense related to the stock option plan as the amount of compensation cost determined under ASC Topic 718 was insignificant.  At December 31, 2017, the Bank had options outstanding for 220 shares for which the requisite service had not yet been rendered.

A summary of the activity for the Bank's nonvested restricted shares during the year ended December 31, 2017, is presented below:

	Number of Shares		Weighted Average Grant-Date Fair Price
Outstanding at beginning of year		420	$	13.79
Granted		100		19.19
Exercised		120		14.88
Forfeited or expired		180		12.74
Outstanding at end of year		220	$	16.52

The total fair value of shares vested during each of the years ended December 31, 2017 and 2016, was $2,000.  At December 31, 2017, unrecognized compensation expense related to nonvested restricted shares was $3,000. The compensation expense is expected to be recognized over the remaining weighted average vesting period of 2.7 years.

- 40 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(13)COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are outstanding various commitments and contingent liabilities, such as commitments to extend credit and legal claims, which are not reflected in the financial statements.

Commitments under outstanding standby letters of credit totaled $26,000 at both December 31, 2017 and 2016.

The following is a summary of the commitments to extend credit at December 31, 2017 and 2016:

(In thousands)	2017		2016
Loan commitments:
Fixed rate	$	1,288	$	1,083
Adjustable rate		5,900		5,473
Undisbursed commercial and personal lines of credit		9,536		9,554
Undisbursed portion of commercial construction loans		22		364
Undisbursed portion of residential construction loans		1,843		442
Total commitments to extend credit	$	18,589	$	16,916

(14)FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet.

The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments (see Note 13).  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer's creditworthiness on a case-by-case basis.  The amount and type of collateral obtained, if deemed necessary by the Bank upon extension of credit, varies and is based on management's credit evaluation of the counter-party.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Bank's policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.  The Bank had no liabilities related to standby letters of credit guarantees at December 31, 2017 and 2016.

The Bank has not been required to perform on any financial guarantees during the past two years.  The Bank incurred no losses on its commitments in either 2017 or 2016.

- 41 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(15)REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the Office of the Comptroller of the Currency ("OCC").  Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements.  Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Bank's capital amounts and classification under prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks became effective for the Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule through 2019.  In addition to the minimum capital ratios, the Bank now has to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The capital conservation buffer requirement began to be phased-in on January 1, 2016 when more than 0.625% of risk-weighted assets was required, and increases by 0.625% on each subsequent January 1, until fully implemented to an amount equal to 2.5% of risk-weighted assets in January 2019.  At December 31, 2017, the Bank's common equity Tier 1 capital exceeded the required capital conservation buffer of 1.25%.

As of December 31, 2017, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below.  There are no conditions or events since that notification that management believes have changed the Bank's category.

- 42 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(15 - continued)

The Bank's actual capital amounts and ratios are presented in the following table.  No amounts were deducted from capital for interest-rate risk in either year.

						Minimum for Capital					Minimum to be Well
						Adequacy Purposes					Capitalized under
						with Capital					Prompt Corrective
	Actual					Conservation Buffer:					Action Provisions:
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2017:
Total Capital (to risk
weighted assets)	$	25,572		23.4	%	$	10,117		9.250	%	$	10,937		10.0	%
Tier 1 Capital (to risk
weighted assets)	$	24,201		22.1	%	$	7,929		7.250	%	$	8,750		8.0	%
Common equity Tier 1
Capital (to risk
weighted assets)	$	24,201		22.1	%	$	6,289		5.750	%	$	7,109		6.5	%
Tier 1 Capital (to average
adjusted total assets)	$	24,201		13.5	%	$	7,153		4.000	%	$	8,942		5.0	%
As of December 31, 2016:
Total Capital (to risk
weighted assets)	$	24,458		22.2	%	$	9,490		8.625	%	$	11,002		10.0	%
Tier 1 Capital (to risk
weighted assets)	$	23,069		21.0	%	$	7,289		6.625	%	$	8,802		8.0	%
Common equity Tier 1
Capital (to risk
weighted assets)	$	23,069		21.0	%	$	5,639		5.125	%	$	7,152		6.5	%
Tier 1 Capital (to average
adjusted total assets)	$	23,069		12.8	%	$	7,196		4.000	%	$	8,995		5.0	%

- 43 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(16)STOCKHOLDERS' EQUITY

Dividends

The payment of dividends by the Bank is subject to regulation by the OCC.  The Bank may not declare or pay a cash dividend or repurchase any of its capital stock if the effect thereof would cause retained earnings of the Bank to be reduced below regulatory capital requirements imposed by the OCC. Mid-Southern, M.H.C. received $62,000 of dividends on the shares it holds in the Bank for the year ended December 31, 2017.  Mid-Southern, M.H.C. did not receive any dividends from the Bank for the year ended December 31, 2016.  Mid-Southern, M.H.C. did not waive any dividends from the Bank for the years ended December 31, 2017 and 2016.  The cumulative amount of dividends waived by Mid-Southern, M.H.C. is $6.8 million at December 31, 2017 and is considered a restriction of retained earnings of the Bank.

Capital Stock

The Bank has the power to issue shares of capital stock (including common and preferred stock) to persons other than the mutual holding company.  So long as the mutual holding company is in existence, the aggregate amount of voting stock that may be issued to persons other than the mutual holding company must be less than 50 percent of the issued and outstanding voting stock of the Bank.  The Bank may issue any amount of non-voting stock to persons other than the mutual holding company.

(17)DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table summarizes the carrying value and estimate fair value of financial instruments and the level within the fair value hierarchy (see Note 20) in which the fair value measurements fall at December 31, 2017 and 2016:

			Fair Value Measurements Using
	Carrying
(In thousands)	Value		Level 1		Level 2		Level 3
December 31, 2017:
Financial assets:
Cash and cash equivalents	$	7,464	$	7,463	$	-	$	-
Securities available for sale		45,716		-		45,716		-
Securities held to maturity		163		-		167		-
Loans, net		114,896		-		-		114,018
FHLB stock		778		N/A		N/A		N/A
Accrued interest receivable		662		-		662		-
Financial liabilities:
Deposits		151,893		-		-		150,943
December 31, 2016:
Financial assets:
Cash and cash equivalents	$	8,311	$	8,311	$	-	$	-
Time deposits		999		-		999		-
Securities available for sale		44,139		-		44,139		-
Securities held to maturity		286		-		295		-
Loans, net		114,522		-		-		113,929
FHLB stock		778		N/A		N/A		N/A
Accrued interest receivable		677		-		677		-
Financial liabilities:
Deposits		154,058		-		-		153,422

- 44 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(17 - continued)

The carrying amounts in the preceding table are included in the balance sheets under the applicable captions.  The contractual or notional amounts of financial instruments with off-balance-sheet risk are disclosed in Note 14, and the fair value of these instruments is considered immaterial.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash and cash equivalents, including cash and due from banks and interest-bearing deposits with banks, the carrying amount is a reasonable estimate of fair value.

Time Deposits

For interest-bearing time deposits in other banks, which have original maturities exceeding 90 days, the carrying amount is a reasonable estimate of fair value.

Debt and Equity Securities

For debt securities, including mortgage-backed securities, the Bank obtains fair value measurements from an independent pricing service and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security's terms and conditions, among other factors.  For FHLB stock the carrying amount is the basis because it is not practical to determine fair value due to restrictions placed on transferability.  The carrying amount of accrued interest receivable approximates its fair value.

Loans

The fair value of loans is estimated by discounting future cash flows using current lending rates for new loans with similar remaining maturities.  The resulting value is reduced by an estimate of losses inherent in the portfolio.  The carrying amount of accrued interest receivable approximates its fair value.

Deposits

The fair value of demand deposits, savings accounts, money market deposit accounts and other transaction accounts is the amount payable on demand at the balance sheet date.  The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

- 45 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(18)SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

(In thousands)	2017		2016
Cash payments for:
Interest	$	655	$	714
Net taxes paid		280		217
Noncash investing activities:
Transfer from loans to real estate
acquired through foreclosure		248		426

(19)SUPPLEMENTAL DISCLOSURE FOR EARNINGS PER SHARE

(In thousands, except share and per share data)	2017		2016
Basic:
Earnings:	$	1,173	$	1,138
Net income
Shares:
Weighted average common shares outstanding		1,468,987		1,468,862
Net income per common share, basic	$	0.80	$	0.78
Diluted:
Earnings:
Net income	$	1,173	$	1,138
Shares:
Weighted average common shares outstanding		1,468,987		1,468,862
Add: Dilutive effect of stock options		343		192
Dilutive effect of restricted share awards		107		59
Weighted average common
shares outstanding, as adjusted		1,469,437		1,469,113
Net income per common share, diluted	$	0.80	$	0.77

Nonvested restricted stock shares are not considered as outstanding for purposes of computing weighted average common shares outstanding. No stock options for common stock were excluded from the calculation of diluted net income per common share because their effect was antidilutive for the year ended December 31, 2017.  Stock options for 800 shares of common stock were excluded from the calculation of diluted net income per common share for the year ended December 31, 2016 because their effect was antidilutive. No restricted stock awards were excluded from the calculation of diluted net income per common share because their effect was antidilutive for the years ended December 31, 2017 and 2016.

- 46 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(20)FAIR VALUE MEASUREMENTS

FASB ASC Topic 820, Fair Value Measurements, provides the framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted market price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2: Inputs to the valuation methodology include quoted market prices for similar assets or liabilities in active markets; quoted market prices for identical or similar assets or liabilities in markets that are not active; or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.  Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of December 31, 2017.  The Bank had no liabilities measured at fair value as of December 31, 2017.

	Carrying Value
	Level 1		Level 2		Level 3		Total
	(In thousands)
December 31, 2017:
Assets Measured on a Recurring Basis
Securities available for sale:
Agency MBS	$	-	$	14,396	$	-	$	14,396
Agency CMO		-		8,579		-		8,579
Federal agency		-		999		-		999
Municipal obligations		-		21,742		-		21,742
Total securities available for sale	$	-	$	45,716	$	-	$	45,716
Assets Measured on a Nonrecurring Basis
Impaired loans:
One-to-four family residential	$	-	$	-	$	2,154	$	2,154
Commercial real estate		-		-		991		991
Commercial business		-		-		467		467
Total impaired loans	$	-	$	-	$	3,612	$	3,612
Foreclosed real estate:
One-to-four family residential	$	-	$	-	$	138	$	138
Commercial real estate		-		-		38		38
Total foreclosed real estate	$	-	$	-	$	176	$	176
Real estate held for sale:	$	-	$	-	$	270	$	270

- 47 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(20 - continued)

The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of December 31, 2016.  The Bank had no liabilities measured at fair value as of December 31, 2016.

	Carrying Value
	Level 1		Level 2		Level 3		Total
	(In thousands)
December 31, 2016:
Assets Measured on a Recurring Basis
Securities available for sale:
Agency MBS	$	-	$	17,362	$	-	$	17,362
Agency CMO		-		9,233		-		9,233
Federal agency		-		1,998		-		1,998
Municipal obligations		-		15,546		-		15,546
Total securities available for sale	$	-	$	44,139	$	-	$	44,139
Assets Measured on a Nonrecurring Basis
Impaired loans:
One-to-four family residential	$	-	$	-	$	2,804	$	2,804
Commercial real estate		-		-		1,426		1,426
Commercial business		-		-		506		506
Consumer		-		-		25		25
Total impaired loans	$	-	$	-	$	4,761	$	4,761
Foreclosed real estate:
One-to-four family residential	$	-	$	-	$	314	$	314

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  These valuation methodologies were applied to all of the Bank's financial assets carried at fair value or the lower of cost or fair value.

Fair value is based upon quoted market prices, where available.  If quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters or a matrix pricing model that employs the Bond Market Association's standard calculations for cash flow and price/yield analysis and observable market-based parameters.  Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, or the lower of cost or fair value.  These adjustments may include unobservable parameters.  Any such valuation adjustments have been applied consistently over time.  The Bank's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  While management believes the Bank's valuation methodologies are appropriate and consistent with other market participants, 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.

- 48 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(20 - continued)

Securities Available for Sale.Securities classified as available for sale are reported at fair value on a recurring basis.  These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market.  If quoted market prices are not available, the Bank obtains fair value measurements from an independent pricing service.  These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security's terms and conditions, among other factors.  Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect.

Impaired Loans.  Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.  The fair value of impaired loans is classified as Level 3 in the fair value hierarchy.

Impaired loans are measured at the present value of estimated future cash flows using the loan's effective interest rate or the fair value of collateral less estimated costs to sell if the loan is collateral dependent.  At December 31, 2017 and 2016, all impaired loans other than performing TDRs were considered to be collateral dependent for the purpose of determining fair value.  Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable.  The fair value of the collateral is generally determined based on real estate appraisals or other independent evaluations by qualified professionals, which are then discounted to reflect management's estimate of the fair value of the collateral given the current market conditions and the condition of the collateral.

At December 31, 2017 and 2016, the significant unobservable inputs used in the fair value measurement of collateral dependent impaired loans included a discount from appraised value (including estimated costs to sell the collateral) of 10%.

The Bank recognized recapture of provisions for loan losses of $5,000 and $68,000 for the years ended December 31, 2017 and 2016, respectively, for impaired loans.

Foreclosed Real Estate.  Foreclosed real estate is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.  The fair value of foreclosed real estate is classified as Level 3 in the fair value hierarchy.

Foreclosed real estate is reported at fair value less estimated costs to dispose of the property.  The fair values are determined by real estate appraisals which are then discounted to reflect management's estimate of the fair value of the property given current market conditions and the condition of the collateral.

At December 31, 2017, the significant unobservable inputs used in the fair value measurement of foreclosed real estate included a discount from appraised value (including estimated costs to sell the property) ranging from 8% to 15% with a weighted average discount from appraised value of 10%.  At December 31, 2016, the significant unobservable inputs used in the fair value measurement of foreclosed real estate included a discount from appraised value (including estimated costs to sell the property) of 10%.

The Bank did not recognize any charges to write down foreclosed real estate to fair value during the years ended December 31, 2017 and 2016.

- 49 -

MID-SOUTHERN SAVINGS BANK, FSB AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2017 AND 2016

(20 - continued)

Real Estate Held for Sale.  Real estate held for sale is reviewed and evaluated on at least an annual basis for additional impairment and adjusted accordingly.  The fair value of real estate held for sale is classified as Level 3 in the fair value hierarchy.

At December 31, 2017, the significant unobservable inputs used in the fair value measurement of real estate held for sale included a discount from appraised value (including estimated costs to sell the property) of 10%.

The Bank recognized charges to write down real estate held for sale to fair value of $55,000 during the year ended December 31, 2017.

Transfers Between Categories.  There have been no changes in the valuation techniques and related inputs used for assets measured at fair value on a recurring and nonrecurring basis during the years ended December 31, 2017 and 2016.  There were no transfers in or out of the Bank's Level 3 financial assets for the years ended December 31, 2017 and 2016.  In addition, there were no transfers into or out of Levels 1 and 2 of the fair value hierarchy during the years ended December 31, 2017 and 2016.

(21)SUBSEQUENT EVENTS

Management has evaluated whether any subsequent events that require recognition or disclosure in the accompanying consolidated financial statements and related notes thereto have taken place through March 19, 2018, the date these consolidated financial statements were available to be issued.  Management has determined that the following subsequent event requires disclosure in the notes to the consolidated financial statements.

On January 24, 2018, the boards of directors of the MHC and the Bank adopted a Plan of Conversion and Reorganization (the "Plan").  Pursuant to the Plan, the MHC will convert from the mutual holding company form of organization to the capital stock form of organization and will merge with and into a newly established Indiana-chartered stock holding company, Mid-Southern Bancorp, Inc. ("the Holding Company").   As part of the conversion, the Holding Company's common stock will be offered for sale in a subscription offering pursuant to nontransferable subscription rights first to the Bank's eligible account holders, second to the tax-qualified employee stock benefit plans, third to the Bank's supplemental eligible account holders and fourth to other members of the MHC.  Shares not subscribed for in the subscription offering will be offered to the general public in a direct community offering.  Shares still remaining may then be offered to the general public in a syndicated community offering.  Each minority shareholder of the Bank will receive common stock of the Holding Company in exchange for their shares of common stock of the Bank.  At the time of the conversion, the Holding Company will establish a liquidation account in an amount equal to the MHC's ownership interest in the stockholders' equity of the Bank as reflected in the latest consolidated balance sheet contained in the final prospectus plus the value of the net assets of the MHC as reflected in the latest balance sheet of the MHC prior to the effective date of the conversion (excluding its ownership of Bank common stock).  Following the conversion, the liquidation account will be maintained for the benefit of the eligible account holders and supplemental eligible account holders who continue to maintain their deposit accounts with the Bank.  The liquidation account will be reduced annually to the extent that eligible and supplemental eligible account holders have reduced their qualifying deposits as of each anniversary date.  Subsequent increases will not restore an eligible or supplemental eligible account holder's interest in the liquidation account.  In the unlikely event of a complete liquidation of the Bank, each eligible and supplemental eligible account holder will be entitled to receive a distribution from the liquidation account in the proportionate amount of the then current adjusted balance for deposits held before any liquidation distribution may be made with respect to the stockholders of the Holding Company.  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: (i) the amount required for the liquidation account or (ii) applicable regulatory capital requirements.  Direct costs of the conversion and offering will be charged against the proceeds from the common stock sold in the offering.

- 50 -

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 Mid-Southern Bancorp or Mid-Southern Savings Bank, FSB. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of Mid-Southern Bancorp or Mid-Southern Savings Bank, FSB since any of the dates as of which information is furnished herein or since the date hereof.

Up to 2,225,975 Shares

(Subject to Increase to up to 2,559,871 Shares)

(Proposed Holding Company for

Mid-Southern Savings Bank, FSB)

COMMON STOCK

par value $0.01 per Share

PROSPECTUS

Keefe, Bruyette & Woods

A Stifel Company

__________, 2018

These securities are not deposits or savings accounts and are not federally insured or guaranteed.

Until _______, 2018, all dealers effecting transactions in the registered securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROXY STATEMENT/PROSPECTUS

Explanatory Note

Mid-Southern Bancorp, Inc., a recently formed Indiana corporation, is offering shares of its common stock for sale to eligible depositors, certain borrowers and the public in connection with the conversion of Mid-Southern, M.H.C. from the mutual holding company structure to the stock holding company structure. Concurrent with the completion of the conversion and the offering, shares of the existing Mid-Southern Savings Bank, FSB common stock owned by persons other than Mid-Southern, M.H.C. will be canceled and exchanged for shares of new Mid-Southern Bancorp, Inc.  This document serves as the proxy statement for the annual meeting of shareholders of Mid-Southern Savings Bank, FSB, at which meeting shareholders will be asked, among other matters, to approve the plan of conversion, and as the prospectus for the shares of Mid-Southern Bancorp, Inc. to be issued in the exchange offer.  As indicated in this proxy statement/prospectus, portions of the proxy statement/prospectus will be identical to portions of the offering prospectus.

This explanatory note will not appear in the final proxy statement/prospectus

[MAILING DATE], 2018

Dear Fellow Shareholder:

You are cordially invited to attend the annual meeting of stockholders of Mid-Southern Savings Bank, FSB ("Mid-Southern Savings Bank").  The meeting will be held on [MEETING DATE], 2018 at ___ p.m., Eastern time, in Mid-Southern Savings Bank's main office located at 300 North Water Street, Salem, Indiana.

This proxy statement/prospectus is being furnished to you in connection with the solicitation by the Board of Directors of Mid-Southern Savings Bank of proxies to be voted at the annual meeting of stockholders.  The purpose of the annual meeting is to consider and vote upon:

· The Plan of Conversion and Reorganization of Mid-Southern, M.H.C. (the "plan of conversion"), pursuant to which our organization will convert from a partially public company to a fully public company.  Currently, Mid-Southern Savings Bank is a wholly-owned subsidiary of Mid-Southern, M.H.C. owns approximately 70.7% of Mid-Southern Savings Bank's common stock.  The remaining 29.3% of Mid-Southern Savings Bank's common stock is owned by public stockholders.  As a result of the conversion, a newly formed company, Mid-Southern Bancorp, Inc. ("Mid-Southern Bancorp"), will become the parent of Mid-Southern Savings Bank.  Each share of Mid-Southern Savings Bank common stock owned by the public will be exchanged for shares of common stock of Mid-Southern Bancorp so that our existing public stockholders will own approximately the same percentage of Mid-Southern Bancorp common stock as they owned of our common stock immediately prior to the conversion;

· The election of three directors of Mid-Southern Savings Bank, each for a three year term; and

· The ratification of the appointment of Monroe Shine & Co, Inc.as our independent registered public accounting firm for the year ending December 31, 2018.

In addition, stockholders will vote on a proposal to approve the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion.  Stockholders also will vote on informational proposals with respect to the articles of incorporation of Mid-Southern Bancorp.

The Proxy Vote — Your Vote Is Very ImportantWe have received conditional regulatory approval to implement the plan of conversion; however, we must also receive the approval of our stockholders.  Enclosed is a proxy statement/prospectus describing the proposals before our stockholders.  Please promptly vote the enclosed Proxy Card.  Our Board of Directors urges you to vote "FOR" each of the proposals set forth in the attached proxy statement/prospectus.

The Exchange At the conclusion of the conversion, your shares of Mid-Southern Savings Bank common stock will be exchanged for shares of Mid-Southern Bancorp.  The number of shares of Mid-Southern Bancorp common stock that you receive will be based on an exchange ratio that is described in the proxy statement/prospectus.  Shortly after the completion of the conversion, our exchange agent will send a transmittal form to each shareholder of Mid-Southern Savings Bank who holds stock certificates.  The transmittal form will explain the procedure to follow to exchange your shares.  Please do not deliver your certificate(s) before you receive the transmittal form.  Shares of Mid-Southern Savings Bank that are held in street name (e.g. in a brokerage account) will be converted automatically at the conclusion of the conversion; no action or documentation is required of you.

The Stock OfferingWe are offering the shares of common stock of Mid-Southern Bancorp for sale at $10.00 per share.  The shares are being offered in a Subscription Offering to eligible customers of Mid-Southern Savings Bank.  If all shares are not subscribed for in the Subscription Offering, shares are expected to be available in a Community Offering, to Mid-Southern Savings Bank public stockholders and others not eligible to place orders in the Subscription Offering.  If you are interested in purchasing shares of Mid-Southern Bancorp common stock, you may request a stock order form and prospectus by calling our Stock Information Center at (___) ___-____ to speak to

a representative of Keefe, Bruyette & Woods, Inc.   Representatives are available by telephone Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.   The Stock Information Center will be closed on weekends and bank holidays.  The stock offering period is expected to expire on [OFFERING EXPIRATION PERIOD].

Should you have any questions, please refer to the Questions & Answers section herein.

As President and Chief Executive Officer, I want to express my appreciation for your confidence and support.

Very truly yours,

Alexander G. Babey

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock.  The offer is made only by the prospectus.  These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

PROSPECTUS OF MID-SOUTHERN BANCORP, INC.PROXY STATEMENT OF MID-SOUTHERN SAVINGS BANK

Mid-Southern Savings Bank is converting from a mutual holding company structure to a fully-public stock holding company structure.  Currently, Mid-Southern Savings Bank is a wholly-owned subsidiary of Mid-Southern, M.H.C. owns approximately 70.7% of Mid-Southern Savings Bank's common stock.  The remaining 29.3% of Mid-Southern Savings Bank's common stock is owned by public stockholders.  As a result of the conversion, a newly formed company, Mid-Southern Bancorp, Inc. (which we refer to as "Mid-Southern Bancorp" in this document), will become the parent of Mid-Southern Savings Bank.  Each share of Mid-Southern Savings Bank common stock owned by the public will be exchanged for shares of common stock of Mid-Southern Bancorp so that Mid-Southern Savings Bank's existing public stockholders will own 28.3% of Mid-Southern Bancorp common stock, excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares.  The actual number of shares that you will receive will depend on the percentage of Mid-Southern Savings Bank common stock held by the public at the completion of the conversion, the final independent appraisal of Mid-Southern Bancorp and the number of shares of Mid-Southern Bancorp common stock sold in the offering described in the following paragraph.  The exchange ratio will not depend on the market price of Mid-Southern Savings Bank common stock.  See "Proposal 1 – Approval of the Plan of Conversion and Reorganization – Share Exchange Ratio for Current Stockholders" for a discussion of the exchange ratio.  Based on the $____per share closing price of Mid-Southern Savings Bank common stock as of the last trading day prior to the date of this proxy statement/prospectus, unless at least _________shares of Mid-Southern Bancorp common stock are sold in the offering (which is between the minimum and the midpoint of the offering range), the initial value of the Mid-Southern Bancorp common stock you receive in the share exchange would be less than the market value of the Mid-Southern Savings Bank common stock you currently own. See "Risk Factors – The market value of Mid-Southern Bancorp common stock received in the share exchange may be less than the market value of Mid-Southern Savings Bank common stock exchanged."

Concurrently with the exchange offer, we are offering up to 2,225,975 shares of common stock (subject to increase to 2,559,871 shares) for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 1,645,286 shares to complete the offering. All shares are offered at a price of $10.00 per share. The shares we are offering represent the 71.7% ownership interest in Mid-Southern Savings Bank now owned by Mid-Southern, M.H.C. We are offering the shares of common stock in a "subscription offering" to eligible depositors of Mid-Southern Savings Bank.  Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence, Orange  and then to our existing public stockholders and to the general public.

The conversion of Mid-Southern, M.H.C. and the offering and exchange of common stock by Mid-Southern Bancorp is referred to herein as the "conversion and offering."  After the conversion and offering are completed, Mid-Southern Savings Bank will be a wholly-owned subsidiary of Mid-Southern Bancorp, and 100% of the common stock of Mid-Southern Bancorp will be owned by public stockholders.  As a result of the conversion and offering, Mid-Southern, M.H.C. will cease to exist.

Mid-Southern Savings Bank's common stock is currently traded on the OTC Bulletin Board under the symbol "MSVB". We expect that Mid-Southern Bancorp's shares of common stock will trade on the Nasdaq Capital Market under the trading symbol "MSVB."

The conversion and offering will be conducted pursuant to the plan of conversion and reorganization (the "plan of conversion") of Mid-Southern, M.H.C.  The conversion and offering cannot be completed unless the stockholders of Mid-Southern Savings Bank approve the plan of conversion.  For us to implement the plan of conversion, we must receive the affirmative vote of (1) the holders of at least two-thirds of the outstanding shares of Mid-Southern Savings Bank common stock, including shares held by Mid-Southern, M.H.C. and (2) the holders of a majority of the outstanding shares of Mid-Southern Savings Bank common stock entitled to vote at the annual meeting, excluding shares held by Mid-Southern, M.H.C..  Stockholders of Mid-Southern Savings Bank will consider and vote upon the plan of conversion at Mid-Southern Savings Bank's annual meeting of stockholders to be held Mid-Southern Savings Bank's offices located at 300 North Water Street, Salem, Indiana,on [MEETING DATE], 2018, at ___ _.m., Eastern time.  Stockholders also will consider and vote upon (1) the election of Mid-Southern Savings Bank directors, (2) ratification of the appointment of Mid-Southern Savings Bank's independent registered public accounting firm and (3) the other proposals detailed in this proxy statement/prospectus.  Mid-

Southern Savings Bank's Board of Directors unanimously recommends that stockholders vote "FOR" the plan of conversion and "FOR" each of the other proposals set forth in this proxy statement/prospectus.

This document serves as the proxy statement for the annual meeting of stockholders of Mid-Southern Savings Bank and the prospectus for the shares of Mid-Southern Bancorp common stock to be issued in exchange for shares of Mid-Southern Savings Bank common stock.  We urge you to read this entire document carefully.  You can also obtain information about us from documents that we have filed with the Securities and Exchange Commission and the Federal Reserve Board.  This document does not serve as the prospectus relating to the offering by Mid-Southern Bancorp of its shares of common stock in the offering, which will be made pursuant to a separate prospectus.  Stockholders of Mid-Southern Savings Bank are not required to participate in the stock offering.

This proxy statement/prospectus contains information that you should consider in evaluating the plan of conversion.  In particular, you should carefully read the section captioned "Risk Factors" beginning on page 18 for a discussion of certain risk factors relating to the conversion and offering.

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

None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System or any state securities regulator has approved or disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

The date of this proxy statement/prospectus is ________ __, 2018, and it is first being mailedto stockholders of Mid-Southern Savings Bank on or about [MAILING DATE], 2018.

MID-SOUTHERN SAVINGS BANK, FSB300 North Water Street

Salem, Indiana  47167

(812) 883-2639

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

On [MEETING DATE], 2018, Mid-Southern Savings Bank will hold an annual meeting of stockholders in Mid-Southern Savings Bank's main office located at 300 North Water Street, Salem, Indiana.  The meeting will begin at ____ _.m., Eastern time.  At the meeting, stockholders will consider and act on the following:

1.Approval of a Plan of Conversion and Reorganization (referred to herein as the "plan of conversion") pursuant to which: (a) Mid-Southern, M.H.C., which currently owns approximately 70.7% of the common stock of Mid-Southern Savings Bank, will merge with and into Mid-Southern Savings Bank, with Mid-Southern Savings Bank being the surviving entity, (b) Mid-Southern Savings Bank will merge with and into Mid-Southern Bancorp, Inc. ("Mid-Southern Bancorp"), a Indiana corporation recently formed to be the holding company for Mid-Southern Savings Bank, with Mid-Southern Bancorp being the surviving entity, (c) the outstanding shares of Mid-Southern Savings Bank, other than those held by Mid-Southern, M.H.C., will be converted into shares of common stock of Mid-Southern Bancorp, and (d) Mid-Southern Bancorp will offer shares of its common stock for sale in a subscription offering and, if necessary, a community offering and a syndicated community offering;

2.Election of three directors of Mid-Southern Savings Bank, each for a three year term;

3.Ratification of the appointment of Monroe Shine & Co., Inc.as Mid-Southern Savings Bank's independent registered public accounting firm for the fiscal year ending December 31, 2018;

4.Approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion;

5.The following informational proposals:

   5a.      Approval of a provision in Mid-Southern Bancorp's articles of incorporation requiring a super-majority vote to approve certain amendments to Mid-Southern Bancorp's articles of incorporation;

   5b.      Approval of a provision in Mid-Southern Bancorp's articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Mid-Southern Bancorp's outstanding voting stock; and

6.Such other business that may properly come before the meeting.

NOTE: The Board of Directors is not aware of any other business to come before the meeting.

The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals 5a and 5b were approved as part of the process in which our Board of Directors approved the plan of conversion.  These proposals are informational in nature only, because the Federal Reserve Board's regulations governing mutual-to-stock conversions do not provide for a separate vote on these matters apart from the vote on the plan of conversion.  While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.

The Board of Directors has fixed [VOTING RECORD DATE], 2018, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and at an adjournment or postponement thereof.

IMPORTANT NOTICE  REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [MEETING DATE], 2018: This Notice of Annual Meeting, and the accompanying proxy statement/prospectus dated June 29, 2018 and the

plan of conversion are available on the Internet at http://www.proxyvote.com.  In addition, upon written request addressed to the Corporate Secretary of Mid-Southern Savings Bank at the address given above, stockholders may obtain an additional copy of this proxy statement/prospectus and/or a copy of the plan of conversion.  In order to assure timely receipt of the additional copy of the proxy statement/prospectus and/or the plan of conversion, the written request should be received by Mid-Southern Savings Bank by [MEETING DATE], 2018.

Please complete and sign the enclosed proxy, which is solicited by the Board of Directors, and mail it promptly in the enclosed envelope.  If you prefer, you may vote by using the telephone or Internet.  For information on submitting your proxy or voting by telephone or Internet, please refer to instructions on the enclosed proxy card.  The proxy will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

ALEXANDER G. BABEYPRESIDENT AND CHIEF EXECUTIVE OFFICER

Salem, Indiana

[MAILING DATE], 2018

TABLE OF CONTENTS

	Page
Questions and Answers About the Plan of Conversion and Reorganization and the Annual Meeting	1
Summary	5
Risk Factors	10
Information About the Annual Meeting	11
Proposal 1 — Approval f the Plan of Conversion and Reorganization	14
Proposal 2 — Election of Directors	18
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	22
Proposal 4 — Adjournment of the Annual Meeting	23
Proposals 5a And 5b — Informational Proposals Related to the Articles of Incorporation
of Mid-Southern Bancorp	23
Selected Consolidated Financial and Other Data of Mid-Southern Savings Bank and Subsidiary	26
Forward-Looking Statements	26
How We Intend to Use the Proceeds From the Offering	26
Our Policy Regarding Dividends	26
Market For the Common Stock	26
Historical and Pro Forma Regulatory Capital Compliance	26
Capitalization	26
Pro Forma Data	26
Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Business of Mid-Southern Savings Bank	26
Supervision and Regulation	27
Federal and State Taxation	27
Management	27
Beneficial Ownership of Common Stock	27
Subscriptions by Directors and Executive Officers	27
Comparison of Stockholders' Rights For Existing Stockholders of Mid-Southern Savings Bank	27
Restrictions on Acquisition of Mid-Southern Bancorp	28
Description of Capital Stock of Mid-Southern Bancorp Following the Conversion	28
Transfer Agent	28
Registration Requirements	28
Experts	28
Legal Matters	28
Shareholder Proposals	28
Where You Can Find Additional Information	29
Other Matters	29
Index to Consolidated Financial Statements of Mid-Southern Savings Bank and Subsidiary	F-1

QUESTIONS AND ANSWERSABOUT THE PLAN OF CONVERSION AND REORGANIZATIONAND THE ANNUAL MEETING

You should read this document for more information about the conversion and reorganization, as well as the annual meeting of stockholders.  The plan of conversion described in this document has been conditionally approved by our primary federal regulator, the Federal Reserve Board; however, such approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

Q.WHAT AM I BEING ASKED TO APPROVE?

A.Mid-Southern Savings Bank stockholders as of [VOTING RECORD DATE], 2018 are being asked to vote on the plan of conversion pursuant to which Mid-Southern, M.H.C. will convert from the mutual to the stock form of organization.  As part of the conversion, a newly formed Indiana corporation, Mid-Southern Bancorp, is offering its common stock to eligible depositors of Mid-Southern Savings Bank, to stockholders of Mid-Southern Savings Bank as of [VOTING RECORD DATE], 2018 and to the public.  The shares offered represent Mid-Southern, M.H.C.'s current 70.7% ownership interest in Mid-Southern Savings Bank  Voting for approval of the plan of conversion will also include approval of the exchange ratio and the articles of incorporation and bylaws of Mid-Southern Bancorp (including the anti-takeover provisions and provisions limiting shareholder rights).  Your vote is important.  Without sufficient votes "FOR" its adoption, we cannot implement the plan of conversion.

Stockholders are also being asked to vote on the election of three director nominees, ratify the appointment of our independent registered public accounting firm and approve a proposal to adjourn the annual meeting if necessary to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion.

In addition, stockholders are being asked to vote on the following informational proposals with respect to the articles of incorporation of Mid-Southern Bancorp:

· Approval of a provision in Mid-Southern Bancorp's articles of incorporation requiring a super-majority vote to approve certain amendments to Mid-Southern Bancorp's articles of incorporation; and

· Approval of a provision in Mid-Southern Bancorp's articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Mid-Southern Bancorp's outstanding voting stock.

The provisions of Mid-Southern Bancorp's articles of incorporation that are included as informational proposals were approved as part of the process in which our Board of Directors approved the plan of conversion.  These proposals are informational in nature only, because the Federal Reserve Board's regulations governing mutual-to-stock conversions do not provide for a separate vote on these matters apart from the vote on the plan of conversion.  While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.  The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized above as informational proposals may have the effect of deterring, or rendering more difficult, attempts by third parties to obtain control of Mid-Southern Bancorp if such attempts are not approved by the Board of Directors, or may make the removal of the Board of Directors or management, or the appointment of new directors, more difficult.

Q.WHAT ARE THE REASONS FOR THE CONVERSION AND RELATED OFFERING?

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

• Strengthen our regulatory capital position with the additional capital we will raise in the stock offering. A strong capital position is essential to achieving our long-term objectives of growing Mid-Southern Savings Bank and building stockholder value. While Mid-Southern Savings Bank exceeds all regulatory capital requirements, the proceeds from the offering will greatly strengthen our capital position and enable us to support our planned organic growth by increasing our lending in the communities we serve.

1

• Transition our organization to a more common and flexible stock holding company structure from our existing mutual holding company structure. The stock holding company structure is a more common and flexible form of organization and will give us greater flexibility to access the capital markets through possible equity and debt offerings to support our long-term growth. The stock holding company structure will also provide us greater flexibility to structure an acquisition of other financial businesses or institutions if opportunities arise. We do not currently have any understandings or agreements regarding any specific capital raising or acquisition transaction. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate to other institutions. Applicable regulations prohibit the acquisition of Mid-Southern Bancorp for three years following completion of the conversion, and also prohibit anyone from acquiring or offering to acquire more than 10% of our stock without prior regulatory approval.

• Enable our stock holding company the ability to pay dividends to our public stockholders without diluting their stock ownership interest. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, the Federal Reserve Board became the federal regulator of all savings and loan holding companies and mutual holding companies, which resulted in changes in regulations with respect to the payment of dividends applicable to "grandfathered" mutual holding companies like Mid-Southern, M.H.C. Under the Dodd-Frank Act, Mid-Southern Savings Bank may not pay a dividend to its public stockholders without also paying a dividend to Mid-Southern, M.H.C. unless Mid-Southern, M.H.C. obtains an annual approval of its members to waive its right to receive dividends paid by Mid-Southern Savings Bank. However, any paid dividends increases Mid-Southern, M.H.C's ownership interest in Mid-Southern Savings Bank which, in turn, decreases the exchange ratio for public stockholders in the event, as in this case, of the subsequent conversion of Mid-Southern, M.H.C. from the mutual holding company to the stock holding company form of organization. As a result, any paid dividends dilute the relative ownership of public stockholders when the mutual holding company undertakes a full conversion. Among other things, these changes have adversely affected our ability to pay cash dividends to our public stockholders without diluting their stock ownership interest. The conversion will eliminate our mutual holding company structure and will enhance our ability to pay dividends to our public stockholders, subject to the customary legal, regulatory and financial considerations applicable to all financial institutions. See "Our Dividend Policy."  

Q.WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING MID-SOUTHERN SAVINGS BANK SHARES?

A.As more fully described in "Proposal 1 – Approval of the Plan of Conversion and Reorganization – Share Exchange Ratio," depending on the number of shares sold in the offering, each share of common stock that you own at the time of the completion of the conversion will be exchanged for between 1.5079 shares at the minimum and 2.0402 shares at the maximum of the offering range (or 2.3462 shares at the adjusted maximum of the offering range) of Mid-Southern Bancorp common stock (cash will be paid in lieu of any fractional shares).  For example, if you own 100 shares of Mid-Southern Savings Bank common stock, and the exchange ratio is 1.7440 (at the midpoint of the offering range), after the conversion you will receive 174 shares of Mid-Southern Bancorp common stock and $4.00in cash, the value of the fractional share, based on the $10.00 per share purchase price of stock in the offering.

Stockholders who hold shares in street-name at a brokerage firm or other nominee do not need to take any action to exchange their shares of common stock.  Your shares will be automatically exchanged within your account.  Stockholders with Mid-Southern Savings Bank stock certificates will receive a transmittal form from our exchange agent with instructions on how to surrender their existing stock certificates for new stock certificates after completion of the conversion.  You should not submit a stock certificate until you receive a transmittal form.

Q.WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE RATHER THAN THE TRADING PRICE OF THE COMMON STOCK PRIOR TO COMPLETION OF THE CONVERSION?

A.The $10.00 per share price was selected primarily because it is a commonly selected per share price for mutual-to-stock conversion offerings.  The amount of common stock Mid-Southern Bancorp will issue at $10.00 per share in the offering and the exchange is based on an independent appraisal of the estimated market value of Mid-Southern Bancorp and the number of shares sold in the offering, assuming the conversion and offering are

2

completed.  Keller and Company, an appraisal firm experienced in appraisal of financial institutions, has estimated that, as of February 28, 2018, this market value ranged from $23.0 million to $31.1 million, with a midpoint of $27.0million.  Based on this valuation, the number of shares of common stock of Mid-Southern Bancorp that existing public stockholders of Mid-Southern Savings Bank will receive in exchange for their shares of Mid-Southern Savings Bank common stock will range from approximately 649,715 to 879,026, with a midpoint of 764,370 (with a value of approximately $6.5 millionto $8.8 million and a midpoint of $7.6 million, at $10.00 per share).  The number of shares received by the existing public stockholders of Mid-Southern Savings Bank will be based on their 28.3% ownership in our organization (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares).  The independent appraisal is based primarily on Mid-Southern Savings Bank's financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded savings bank and thrift holding companies that Keller and Company considered comparable to Mid-Southern Savings Bank

Q.DOES THE EXCHANGE RATIO DEPEND ON THE TRADING PRICE OF MID-SOUTHERN SAVINGS BANK COMMON STOCK?

A.No, the exchange ratio will not be based on the market price of Mid-Southern Savings Bank common stock.  Therefore, changes in the price of Mid-Southern Savings Bank common stock between now and the completion of the conversion and offering will not affect the calculation of the exchange ratio.

Q.SHOULD I SUBMIT MY STOCK CERTIFICATES NOW?

A.No.  If you hold stock certificate(s), instructions for exchanging the certificates will be sent to you by our exchange agent after completion of the conversion.  If your shares are held in "street name" (e.g., in a brokerage account) rather than in certificate form, the share exchange will be reflected automatically in your account upon completion of the conversion.

Q.HOW DO I VOTE?

A.Mark your vote, sign each proxy card enclosed and return the card(s) to us, in the enclosed proxy reply envelope.  If you prefer, you may vote by using the telephone or Internet.  For information on submitting your proxy or voting by telephone or Internet, please refer to instructions on the enclosed proxy card.  Your vote is important!  Please vote promptly.

You may also vote in person at the annual meeting.  If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting.  However, if your shares are held in the name of your broker, bank or other nominee, you will need to obtain a proxy form from the institution that holds your shares indicating that you were the beneficial owner of Mid-Southern Savings Bank common stock on [VOTING RECORD DATE], 2018, the record date for voting at the annual meeting.

Q.IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER, BANK OR OTHER NOMINEE AUTOMATICALLY VOTE ON THE PLAN, THE ELECTION OF DIRECTORS AND THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON MY BEHALF?

A.No, not in connection with the plan of conversion or the election of directors of Mid-Southern Savings Bank.  Your broker, bank or other nominee will not be able to vote your shares on these matters without instructions from you.  You should instruct your broker, bank or other nominee to vote your shares, using the directions that they provide to you.  Your broker, bank or other nominee, however, will be permitted to vote your shares with respect to the vote on the ratification of the appointment of our independent registered public accounting firm.

Q.WHAT HAPPENS IF I DON'T VOTE?

A.Your vote is very important.  Not voting will have the same effect as voting "AGAINST" the plan of conversion.  Without sufficient favorable votes "FOR" the plan of conversion, we will not proceed with the conversion and offering.  Your failure to vote will not have any affect on the outcome of the other proposals.  Our Board of Directors unanimously recommends that you vote "FOR" each of the proposals set forth in this proxy statement/prospectus.

3

Q.WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER, BANK OR OTHER NOMINEE?

A.Your vote is important.  If you do not instruct your broker, bank or other nominee to vote your shares, your broker, bank or other nominee may vote your shares with respect to the ratification of the appointment of auditors, but not with respect to the plan of conversion or the election of directors.  The "unvoted" proxy will have the same effect as a vote "against" the plan of conversion and will not have any affect on the outcome of the other proposals.

Q.MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE OFFERING, IN ADDITION TO THE SHARES THAT I WILL RECEIVE IN THE EXCHANGE?

A.Yes.  Eligible depositors of Mid-Southern Savings Bank have priority subscription rights allowing them to purchase common stock in a subscription offering.  Shares not purchased in the subscription offering are expected to be sold to the public, including Mid-Southern Savings Bank stockholders, in a community offering, as described herein.  In the event orders for Mid-Southern Bancorp common stock in a community offering, if held, 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 and trusts of natural persons residing in the Indiana counties of Washington, Lawrence, and Orange;  second to cover orders of Mid-Southern Savings Bank stockholders as of [VOTING RECORD DATE], 2018; and thereafter to cover orders of the general public.  Stockholders of Mid-Southern Savings Bank are subject to an ownership limitation.  Generally, the maximum number of shares of common stock that may be purchased by a person or persons exercising subscription rights through a single qualifying deposit account held jointly is 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 combined, when aggregated with your purchases, cannot exceed 30,000 shares ($300,000) of common stock:

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

· companies, trusts or other entities in which you are a trustee, have a controlling beneficial interest or hold a senior position; or

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

Our banking office personnel may not, by law, assist with investment-related questions about the offering.  If you have any questions regarding the conversion or offering, please call our Stock Information Center at (___) ___-____ to speak to a representative of Keefe, Bruyette & Woods, Inc.  Representatives are available by telephone Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.  The Stock Information Center will be closed on weekends and bank holidays.

Q.WILL THE CONVERSION HAVE ANY EFFECT ON DEPOSIT AND LOAN ACCOUNTS AT MID-SOUTHERN SAVINGS BANK?

A.No.  The account number, amount, interest rate and withdrawal rights of deposit accounts will remain unchanged.  Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the legal limit.  Loans and rights of borrowers will not be affected.  Depositors will no longer have voting rights in the mutual holding company, which will cease to exist, after the conversion and offering.  Only stockholders of Mid-Southern Bancorp will have voting rights after the conversion and offering.

OTHER QUESTIONS?

For answers to other questions, please read this proxy statement/prospectus.  Questions about voting on the plan of conversion or other matters to be considered at the annual meeting, or about the stock offering may be directed to our Stock Information Center at the number and during the times set forth above. The Stock Information Center is closed weekends and bank holidays.

4

SUMMARY

This summary highlights material information from this proxy statement/prospectus and may not contain all the information that is important to you.  To understand the conversion and other proposals fully, you should read this entire document carefully, including the sections entitled "Risk Factors," "Proposal 1 — Approval of The Plan of Conversion and Reorganization," "Proposal 2 — Election of Directors," "Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm," "Proposal 4 — Adjournment of the Annual Meeting," "Proposals 5a and 5b — Informational Proposals Related to the Articles of Incorporation of Mid-Southern Bancorp" and the consolidated financial statements and the notes to the consolidated financial statements.

The Mid-Southern Savings Bank Annual Meeting

Date, Time and Place.  Mid-Southern Savings Bank will hold its annual meeting of stockholders in Mid-Southern Savings Bank's main office located at 300 North Water Street, Salem, Indiana, on [MEETING DATE], 2018, at ____ p.m., Eastern time.

The Proposals.  Stockholders will be voting on the following proposals at the annual meeting:

1.Approval of a plan of conversion pursuant to which: (a) Mid-Southern, M.H.C., which currently owns approximately 70.7% of the common stock of Mid-Southern Savings Bank, will merge with and into Mid-Southern Bancorp, a Indiana corporation recently formed to be the holding company for Mid-Southern Savings Bank, with Mid-Southern Bancorp being the surviving entity, (b) the outstanding shares of Mid-Southern Savings Bank, other than those held by Mid-Southern, M.H.C., will be converted into shares of common stock of Mid-Southern Bancorp, and (c) Mid-Southern Bancorp will offer shares of its common stock for sale in a subscription offering and community offering, and, if necessary, a syndicated community offering;

2.Election of three directors of Mid-Southern Savings Bank, each for a three year term;

3.Ratification of the appointment of Monroe Shine & Co., Inc. as Mid-Southern Savings Bank's independent registered public accounting firm for the fiscal year ending December 31, 2018;

4.Approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion;

5.The following informational proposals:

    5a.Approval of a provision in Mid-Southern Bancorp's articles of incorporation requiring a super-majority vote to approve certain amendments to Mid-Southern Bancorp's articles of incorporation;

    5b.Approval of a provision in Mid-Southern Bancorp's articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Mid-Southern Bancorp's outstanding voting stock; and

6.Such other business that may properly come before the meeting.

The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals 5a and 5b were approved as part of the process in which our Board of Directors approved the plan of conversion.  These proposals are informational in nature only, because the Federal Reserve Board's regulations governing mutual-to-stock conversions do not provide for a separate vote on these matters apart from the vote on the plan of conversion.  While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.  The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of Mid-Southern Bancorp, if such attempts are not approved by the Board of Directors, or may make the removal of the Board of Directors or management, or the appointment of new directors, more difficult.

5

Vote Required for Approval of Proposals by the Stockholders of Mid-Southern Savings Bank

Proposal 1: Approval of the Plan of Conversion.  We must obtain the affirmative vote of (i)two-thirdsof the total number of votes entitled to be cast by Mid-Southern Savings Bank stockholders at the annual meeting, including shares held by Mid-Southern, M.H.C., and (ii) a majority of the total number of votes entitled to be cast by Mid-Southern Savings Bank stockholders at the annual meeting other than Mid-Southern, M.H.C..

Proposal 2: Election of Directors.  Directors are elected by a plurality of the votes cast by Mid-Southern Savings Bank stockholders at the annual meeting.

Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm.  We must obtain the affirmative vote of a majority of the total number of votes cast by Mid-Southern Savings Bank stockholders at the annual meeting to approve the ratification of our appointment of Monroe Shine & Co., Inc. as our independent registered public accounting firm for the year ending December 31, 2018.

Proposal 4: Approval of the adjournment of the annual meeting.  We must obtain the affirmative vote of a majority of the total number of votes cast at the annual meeting by Mid-Southern Savings Bank stockholders to adjourn the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the proposal to approve the plan of conversion.

Informational Proposals 5a and 5b.  The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals were approved as part of the process in which the Board of Directors of Mid-Southern Savings Bank approved the plan of conversion.  While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.

The Companies

[Same as Prospectus]

Terms of the Offering

[Same as Prospectus]

Our Current Organizational Structure

[Same as Prospectus]

Our Organizational Structure Following the Conversion

[Same as Prospectus]

Reasons for the Conversion and the Offering

[Same as Prospectus]

Conditions to Completion of the Conversion

[Same as Prospectus]

6

The Exchange of Existing Shares of Mid-Southern Savings Bank Common Stock

Each publicly held share of Mid-Southern Savings Bank common stock, on the effective date of the conversion, will be converted into the right to receive a number of shares of Mid-Southern Bancorp common stock.  The number of shares of common stock will be determined pursuant to the exchange ratio, which ensures that the public stockholders will own the same percentage of common stock in Mid-Southern Bancorp after the conversion as they held in Mid-Southern Savings Bank immediately prior to the conversion, excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares.  The exchange ratio is not dependent on the market value of our currently outstanding Mid-Southern Savings Bank common stock.  The exchange ratio is based on the percentage of Mid-Southern Savings Bank common stock held by the public, the independent valuation of Mid-Southern Bancorp prepared by Keller and Companyand the number of shares of common stock sold in the offering.

The following table shows how the exchange ratio will adjust based on the valuation of Mid-Southern Bancorp and the number of shares of common stock issued in the offering.  The table also shows the number of whole shares of Mid-Southern Bancorp common stock a hypothetical shareholder of Mid-Southern Savings Bank common stock would receive in exchange for 100 shares of Mid-Southern Savings Bank common stock owned at the completion of the conversion, depending on the number of shares of common stock sold in the offering.

	New Shares to be Sold in This Offering					New Shares to beExchanged forExisting Shares of Mid-Southern Savings Bank					Total Sharesof CommonStock to beOutstandingAfter the Offering		Exchange Ratio		New Shares That Would beReceivedfor 100Existing Shares
	Amount		Percent			Amount		Percent
Minimum		1,645,286		71.7	%		649,715		28.3	%		2,295,000		1.5079		150
Midpoint		1,935,630		71.7	%		764,370		28.3	%		2,700,000		1.7740		177
Maximum		2,225,975		71.7	%		879,026		28.3	%		3,105,000		2.0402		204
Adjusted Maximum		2,559,871		71.7	%		1,010,879		28.3	%		3,570,750		2.3462		234

No fractional shares of Mid-Southern Bancorp common stock will be issued to any public shareholder of Mid-Southern Savings Bank.   For each fractional share that would otherwise be issued, Mid-Southern Bancorp will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share purchase price of the common stock in the offering.  See "Proposal 1 – Approval of the Plan of Conversion and Reorganization – Exchange of Existing Stockholders' Stock Certificates."

Outstanding options to purchase shares of Mid-Southern Savings Bank common stock also will convert into and become options to purchase shares of Mid-Southern Bancorp common stock.  The number of shares of common stock to be received upon exercise of these options will be determined pursuant to the exchange ratio.  The aggregate exercise price, duration and vesting schedule of these options will not be affected by the conversion.  At December 31, 2017, there were 1,200 outstanding options to purchase shares of Mid-Southern Savings Bank common stock, 980 of which have vested.  These outstanding options will be converted into options to purchase 1,871 shares of common stock at the minimum of the offering range and 2,911 shares of common stock at the adjusted maximum of the offering range.  Because Federal Reserve Board regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion.  If all existing options were exercised for authorized but unissued shares of common stock following the conversion, stockholders would experience dilution of approximately 0.1% at the minimum and adjusted maximum of the offering range.

7

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

[Same as Prospectus]

How We Intend to Use the Proceeds From the Offering

[Same as Prospectus]

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

[Same as Prospectus]

Our Dividend Policy

[Same as Prospectus]

Purchases and Ownership by our Executive Officers and Directors

[Same as Prospectus]

Market for the Common Stock

[Same as Prospectus]

Tax Consequences

[Same as Prospectus]

Changes in Stockholders' Rights for Existing Stockholders of Mid-Southern Savings Bank

As a result of the conversion, existing stockholders of Mid-Southern Savings Bank will become stockholders of Mid-Southern Bancorp.  Some rights of stockholders of Mid-Southern Bancorp will be reduced compared to the rights stockholders currently have in Mid-Southern Savings Bank  The reduction in shareholder rights results from differences between the federal and Indiana charters and bylaws, and from distinctions between federal and Indiana law.  Many of the differences in shareholder rights under the articles of incorporation and bylaws of Mid-Southern Bancorp are not mandated by Indiana law but have been chosen by management as being in the best interests of Mid-Southern Bancorp and all of its stockholders.  The differences in shareholder rights in the articles of incorporation and bylaws of Mid-Southern Bancorp include the following: (i) greater lead time required for stockholders to submit proposals for certain provisions of new business or to nominate directors; (ii) limitation on voting rights of stockholders owning more than 10% of the outstanding shares of Mid-Southern Bancorp; and (iii) approval by at least 80% of outstanding shares required to amend the bylaws and certain provisions of the articles of incorporation.  See "Comparison of Stockholders' Rights For Existing Stockholders of Mid-Southern Savings Bank" for a discussion of these differences.

8

Dissenters' Rights

Stockholders of Mid-Southern Savings Bank have dissenters' rights in connection with the conversion.   Federal law provides you with the right to dissent from the merger of Mid-Southern, M.H.C. and Mid-Southern Bancorp. This means that you are entitled to have your shares in Mid-Southern Savings Bank appraised by either a committee of appraisers jointly appointed by the dissenting shareholder and Mid-Southern Savings Bank or by the Office of the Comptroller of the Currency. To maintain your appraisal rights you must (i) vote against the merger or give written notice to Mid-Southern Savings Bank at or prior to the annual meeting that you dissent from the merger; (ii) not vote in favor of the merger; (iii) provide written notice to Mid-Southern Savings Bank within 30 days following consummation of the merger (or within 30 days after being notified of the date of consummation) that you continue to dissent from the merger; and (iv) send your stock certificates to Mid-Southern Savings Bank along with the written notice specified in (iii) above. Written notice to Mid-Southern Savings Bank of your intention to dissent should be addressed to Mid-Southern Savings Bank, FSB. Corporate Secretary, 300 North Water Street, Salem, Indiana 47167. Failure to strictly follow the procedures specified by federal law will result in the loss of your appraisal rights. A copy of the federal law pertaining to objecting shareholder's rights of appraisal is provided as Appendix A to this document. See "Objecting Shareholder's Rights of Appraisal" on page ___of this proxy statement – prospectus.

9

RISK FACTORS

You should consider carefully the following risk factors when deciding how to vote on the conversion and before purchasing shares of Mid-Southern Bancorp common stock.

Risks Related to Our Business

[Same as Prospectus]

Risks Related to the Offering and Exchange

The market value of Mid-Southern Bancorp common stock received in the share exchange may be less than the market value of Mid-Southern Savings Bank common stock exchanged.

The number of shares of Mid-Southern Bancorp common stock you receive will be based on an exchange ratio that will be determined as of the date of completion of the conversion and offering.  The exchange ratio will be based on the percentage of Mid-Southern Savings Bank common stock held by the public prior to the completion of the conversion and offering, the final independent appraisal of Mid-Southern Bancorp prepared by Keller and Companyand the number of shares of common stock sold in the offering.  The exchange ratio will provide that existing public stockholders of Mid-Southern Savings Bank common stock will own 28.3% of Mid-Southern Bancorp common stock after the conversion based on the shares they owned of Mid-Southern Savings Bank common stock immediately prior to completion of the conversion and offering (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares).  The exchange ratio will not depend on the market price of Mid-Southern Savings Bank common stock.

The exchange ratio ranges from 1.5595 shares at the minimum to 2.1099 shares at the maximum (and 2.4264 shares at the adjusted maximum) of the offering range of Mid-Southern Bancorp common stock per share of Mid-Southern Savings Bank common stock.  Shares of Mid-Southern Bancorp common stock issued in the share exchange will have an initial value of $10.00 per share.  Depending on the exchange ratio and the market value of Mid-Southern Savings Bank common stock at the time of the exchange, the initial market value of the Mid-Southern Bancorp common stock that you receive in the share exchange could be less than the market value of the Mid-Southern Savings Bank common stock that you currently own.  Based on the most recent closing price of Mid-Southern Savings Bank common stock prior to the date of this proxy statement/prospectus, which was $___, unless at least _________ shares of Mid-Southern Bancorp common stock are sold in the offering (which is between the minimum and the midpoint of the offering range), the initial value of the Mid-Southern Bancorp common stock you receive in the share exchange would be less than the market value of the Mid-Southern Savings Bank common stock you currently own.

[Additional risk factors same as prospectus]

10

INFORMATION ABOUT THE ANNUAL MEETING

General

This proxy statement/prospectus is being furnished to you in connection with the solicitation by the Board of Directors of Mid-Southern Savings Bank of proxies to be voted at the annual meeting of stockholders to be held in the Mid-Southern Savings Bank's offices located at 300 North Water Street, Salem, Indiana,on [MEETING DATE], 2018, at ___ _.m., Eastern time, and any adjournment or postponement thereof.

The purpose of the annual meeting is to consider and vote upon:

· The Plan of Conversion and Reorganization of Mid-Southern, M.H.C., referred to herein as the "plan of conversion;"

· The election of three directors of Mid-Southern Savings Bank, each for a three year term; and

· Ratification of the appointment of Monroe Shine & Co., Inc. as our independent registered public accounting firm for the year ending December 31, 2018.

In addition, stockholders will vote on a proposal to approve the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion.  Stockholders also will vote on informational proposals with respect to the articles of incorporation of Mid-Southern Bancorp.

The plan of conversion provides for a series of transactions, referred to as the conversion and offering, which will result in the elimination of the mutual holding company.  The plan of conversion will also result in (i) the creation of a new stock holding company, referred to in this document as Mid-Southern Bancorp, which will own all of the outstanding shares of Mid-Southern Savings Bank, (ii) the exchange of shares of common stock of Mid-Southern Savings Bank by stockholders other than Mid-Southern, M.H.C., who are referred to as the "public stockholders," for shares of Mid-Southern Bancorp, and (iii) the issuance and the sale of additional shares to depositors and certain borrowers of Mid-Southern Savings Bank and others in an offering.

We cannot complete the conversion and offering unless:

· The plan of conversion is approved by at least a majority of votes eligible to be cast by members of Mid-Southern, M.H.C. as of [MEMBER VOTING RECORD DATE];

· The plan of conversion is approved by a vote of at least two-thirds of the outstanding shares of common stock of Mid-Southern Savings Bank as of [VOTING RECORD DATE], 2018, including shares held by Mid-Southern, M.H.C.;

· The plan of conversion is approved by a vote of at least a majority of the outstanding shares of common stock of Mid-Southern Savings Bank as of [VOTING RECORD DATE], 2018, excluding those shares held by Mid-Southern, M.H.C.;

· We sell at least the minimum number of shares of common stock offered; and

· We receive the final approval of the Federal Reserve Board to complete the conversion, however, such approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

Voting for or against the plan of conversion includes a vote for or against the conversion of Mid-Southern, M.H.C. to a stock holding company as contemplated by the plan of conversion.  Voting in favor of the plan of conversion will not obligate you to purchase any shares of common stock in the offering and will not affect the balance, interest rate or federal deposit insurance of any deposits at Mid-Southern Savings Bank.

11

Who Can Vote at the Meeting

You are entitled to vote your Mid-Southern Savings Bank common stock if our records show that you held your shares as of the close of business on [VOTING RECORD DATE], 2018.  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee.  As the beneficial owner, you have the right to direct your broker or nominee how to vote.

As of the close of business on [VOTING RECORD DATE], 2018, there were _____________shares of Mid-Southern Savings Bank common stock outstanding.  Each share of common stock has one vote.

Attending the Meeting

If you are a shareholder as of the close of business on [VOTING RECORD DATE], 2018, you may attend the meeting.  However, if you hold your shares in street name, you will need proof of ownership to be admitted to the meeting.  A recent brokerage statement or a letter from your bank or broker, are examples of proof of ownership.  If you want to vote your shares of Mid-Southern Savings Bank common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The annual meeting will be held only if there is a quorum.  A quorum exists if a majority of the outstanding shares of common stock entitled to vote, represented in person or by proxy, is present at the meeting.  If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting.  Broker non-votes also will be counted for purposes of determining the existence of a quorum.  A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1: Approval of the Plan of Conversion and Reorganization.  We must obtain the affirmative vote of the holders of (i)two-thirdsof the total number of votes entitled to be cast by Mid-Southern Savings Bank stockholders at the annual meeting, including shares held by Mid-Southern, M.H.C., and (ii) a majority of the total number of votes entitled to be cast by Mid-Southern Savings Bank stockholders at the annual meeting other than Mid-Southern, M.H.C..  Abstentions, broker non-votes and the failure to vote on this proposal will have the same effect as a vote against the proposal.

Proposal 2: Election of Directors.  Directors are elected by a plurality of the votes cast by Mid-Southern Savings Bank stockholders at the annual meeting.  Votes may be cast for or withheld from a nominee.  Votes that are withheld and broker non-votes have no effect on the election of the director nominees.

Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm.  We must obtain the affirmative vote of a majority of the total number of votes cast by Mid-Southern Savings Bank stockholders at the annual meeting to approve the ratification of our appointment of our independent registered public accounting firm.  Abstentions from voting on this proposal will have the same effect as a vote against the proposal.  Broker non-votes have no effect on this proposal.

Proposal 4: Approval of the Adjournment of the Annual Meeting.  We must obtain the affirmative vote of a majority of the votes cast by Mid-Southern Savings Bank stockholders at the annual meeting to adjourn the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the proposal to approve the plan of conversion.  Abstentions from voting on this proposal will have the same effect as a vote against the proposal.  Broker non-votes have no effect on this proposal.

Informational Proposals 5a and 5b.  The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals were approved as part of the process in which the Board of Directors of Mid-Southern Savings Bank approved the plan of conversion.  These proposals are informational in nature only, because the Federal Reserve Board's regulations governing mutual-to-stock conversions do not provide

12

for separate votes on these matters apart from the vote on the plan of conversion.  While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.

Shares Held by Our Directors and Executive Officers and Mid-Southern, M.H.C.

As of [VOTING RECORD DATE], 2018, the directors and executive officers of Mid-Southern Savings Bank beneficially owned ______shares, or approximately ___% of the outstanding shares of Mid-Southern Savings Bank common stock, and Mid-Southern, M.H.C. owned _______ shares, or approximately ____% of the outstanding shares of Mid-Southern Savings Bank common stock.  Mid-Southern, M.H.C. intends to vote all of its shares in favor of proposals set forth in this proxy statement/prospectus.  If Mid-Southern, M.H.C. votes all of its shares in favor of each proposal, the election of the director nominees, the ratification of the appointment of our independent registered public accounting firm and the approval of the adjournment of the annual meeting if necessary, would be assured.

Voting by Proxy; Revocability of Proxies

Our Board of Directors is sending you this proxy statement/prospectus to request that you allow your shares of Mid-Southern Savings Bank common stock to be represented at the annual meeting by the persons named in the enclosed proxy card.  All shares of Mid-Southern Savings Bank common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card.  If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by our Board of Directors.  Our Board of Directors recommends that you vote "FOR" approval of the plan of conversion, "FOR" each of the director nominees, "FOR" ratification of the appoint of our independent registered public accounting firm, "FOR" approval of the adjournment of the annual meeting if necessary, and "FOR" each of the Informational Proposals 5a and 5b.

If any matters not described in this proxy statement/prospectus are properly presented at the annual meeting, the Board of Directors will use their judgment to determine how to vote your shares.  We do not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the annual meeting.  If you are a registered shareholder, you may revoke your proxy and change your vote at any time before the polls close at the meeting by:

· signing another proxy with a later date;

· voting by telephone or on the Internet -- your latest telephone or Internet vote will be counted;

· giving written notice of the revocation of your proxy to the Secretary of Mid-Southern Savings Bank prior to the annual meeting; or

· voting in person at the annual meeting.  Attendance at the annual meeting will not in and of itself constitute revocation of your proxy.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received from your nominee to change those instructions.

Your Board of Directors unanimously recommends that you vote "FOR" the plan of conversion and "FOR" each of the other proposals set forth in this proxy statement/prospectus.

Solicitation of Proxies

This proxy statement/prospectus and the accompanying proxy card are being furnished to you in connection with the solicitation of proxies for the annual meeting by the Board of Directors.  Mid-Southern Savings Bank will pay the costs of soliciting proxies from its stockholders.  To the extent necessary to permit approval of the

13

plan of conversion and the other proposals being considered, directors, officers or employees of Mid-Southern Savings Bank and Mid-Southern Savings Bank may solicit proxies by mail, telephone and other forms of communication.  We have also engaged _________, a proxy solicitation firm, to assist us in the solicitation of proxies and to provide related advice and informational support for a service fee and the reimbursement of customary disbursements, which are not expected to exceed $_____ in the aggregate.  We will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you.

Recommendation of the Board of Directors

The Board of Directors recommends that you promptly sign and mark the enclosed proxy in favor of the above described proposals, including the adoption of the plan of conversion, and promptly return it in the enclosed envelope.  Alternatively, you may vote by using the telephone or Internet by following the instructions on the enclosed proxy card.  Voting by proxy will not prevent you from voting in person at the annual meeting.

Your prompt vote is very important.  Failure to vote will have the same effect as voting against the plan of conversion.

PROPOSAL 1 — APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION

The Boards of Directors of Mid-Southern Savings Bank and Mid-Southern, M.H.C. have approved the plan of conversion and reorganization, referred to herein as the plan of conversion.  The plan of conversion must also be approved by the members of Mid-Southern, M.H.C. (depositors and certain borrowers of Mid-Southern Savings Bank) and the stockholders of Mid-Southern Savings Bank. A special meeting of members and an annual meeting of stockholders have been called for this purpose.  The Federal Reserve Board has conditionally approved the plan of conversion; however, such approval does not constitute a recommendation or endorsement of the plan of conversion by that agency.

General

Pursuant to the plan of conversion, our organization will convert from the mutual holding company form of organization to the fully stock form.  Mid-Southern, M.H.C., the mutual holding company parent of Mid-Southern Savings Bank, will be merged into Mid-Southern Bancorp, and Mid-Southern, M.H.C. will no longer exist.  As part of the conversion and offering, the ownership interest of Mid-Southern, M.H.C. in Mid-Southern Savings Bank will be offered for sale in the offering by Mid-Southern Bancorp.  When the conversion and offering is completed, all of the outstanding common stock of Mid-Southern Savings Bank will be owned by Mid-Southern Bancorp, and all of the outstanding common stock of Mid-Southern Bancorp will be owned by public stockholders.  A diagram of our corporate structure before and after the conversion is set forth in the "Summary" section of this proxy statement/prospectus.

Under the plan of conversion, at the completion of the conversion and offering each share of Mid-Southern Savings Bank common stock owned by persons other than Mid-Southern, M.H.C. will be canceled and converted automatically into shares of Mid-Southern Bancorp common stock determined pursuant to an exchange ratio.  The exchange ratio will ensure that immediately after the exchange of existing shares of Mid-Southern Savings Bank for shares of Mid-Southern Bancorp, the public stockholders will own the same percentage of outstanding common stock of Mid-Southern Bancorp that they owned in Mid-Southern Savings Bank immediately prior to the conversion and offering, excluding any shares they purchased in the offering and cash paid in lieu of fractional exchange shares.

Mid-Southern Bancorp intends to contribute between $7.7 million and $8.1 million of net proceeds, or $8.2 million if the offering range is increased by 15%, to Mid-Southern Savings Bank and to retain between $1.3 million and $4.6 million of the net proceeds, or $6.5 million if the offering range is increased by 15% (excluding the portion of the net proceeds loaned to our employee stock ownership plan).  The conversion will be consummated only upon the issuance of at least the minimum number of shares of Mid-Southern Bancorp common stock offered pursuant to the plan of conversion.

Reasons for the Conversion and Offering

14

[Same as Prospectus]

Approvals Required – Plan of Conversion

[Same as Prospectus]

Share Exchange Ratio for Current Stockholders

[Same as Prospectus]

Exchange of Existing Stockholders' Stock Certificates

The conversion of existing outstanding shares of Mid-Southern Savings Bank common stock into the right to receive shares of Mid-Southern Bancorp common stock will occur automatically on the effective date of the conversion.  As soon as practicable after the effective date of the conversion, our exchange agent will send a transmittal form to each public shareholder of Mid-Southern Savings Bank who holds stock certificates.  The transmittal forms will contain instructions on how to exchange stock certificates of Mid-Southern Savings Bank common stock for stock of Mid-Southern Bancorp.  All shares of Mid-Southern Bancorp common stock being sold will be in book entry form and paper stock certificates will not be issued.  A statement evidencing your ownership of Mid-Southern Bancorp common stock will be distributed within five business days after the exchange agent receives properly executed transmittal forms, Mid-Southern Savings Bank stock certificates and other required documents.  You should not forward your stock certificates until you have received transmittal forms, which will include forwarding instructions.  Shares held by public stockholders through a brokerage or other account in "street name" will be exchanged automatically upon the conclusion of the conversion; no transmittal forms will be mailed relating to these shares.

No fractional shares of Mid-Southern Bancorp common stock will be issued to any public shareholder of Mid-Southern Savings Bank when the conversion is completed.  For each fractional share that would otherwise be issued to a shareholder who holds a stock certificate, we will pay by check an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 offering purchase price per share.  Payment for fractional shares will be made as soon as practicable after the receipt by the exchange agent of a properly executed transmittal form, stock certificates and other required documents.  If your shares of common stock are held in street name (such as in a brokerage account) you will automatically receive cash in lieu of fractional exchange shares in your account.

After the conversion and offering, Mid-Southern Savings Bank stockholders who hold stock certificates will not receive shares of Mid-Southern Bancorp common stock and will not be paid dividends on the shares of Mid-Southern Bancorp common stock until existing certificates representing shares of Mid-Southern Savings Bank common stock are surrendered for exchange in compliance with the terms of the transmittal form.  When stockholders surrender their certificates, any unpaid dividends will be paid without interest.  For all other purposes, however, each certificate that represents shares of Mid-Southern Savings Bank common stock outstanding at the effective date of the conversion will be considered to evidence ownership of shares of Mid-Southern Bancorp common stock into which those shares have been converted by virtue of the conversion.

If a certificate for Mid-Southern Savings Bank common stock has been lost, stolen or destroyed, our exchange agent will require appropriate evidence as to the loss, theft or destruction of the certificate, appropriate evidence as to the ownership of the certificate by the claimant, and appropriate and customary indemnification, which is normally effected by the purchase of a bond from a surety company at the shareholder's expense.

All shares of Mid-Southern Bancorp common stock that we issue in exchange for existing shares of Mid-Southern Savings Bank common stock will be considered to have been issued in full satisfaction of all rights pertaining to such shares of common stock, subject, however, to our obligation to pay any dividends or make any other distributions with a record date prior to the effective date of the conversion that may have been declared by us on or prior to the effective date, and which remain unpaid at the effective date.

15

Effects of Conversion on Depositors, Borrowers and Members

[Same as Prospectus]

Stock Pricing and Number of Shares to be Issued

[Same as Prospectus]

Purchase of Shares

Eligible depositors of Mid-Southern Savings Bank have priority subscription rights allowing them to purchase common stock in the subscription offering.  Shares not purchased in the subscription offering may be available for sale to the public in a community offering.  You, as a shareholder on the record date, will be given a preference in the community offering after natural persons and trusts of natural persons residing in the Indiana counties of Washington, Lawrence and Orange.  For more information regarding the purchase of shares of common stock of Mid-Southern Bancorp or to receive a prospectus and stock offering form, please call our Stock Information Center at (___) ___-____ to speak to a representative of Keefe, Bruyette & Woods, Inc.  Representatives are available by telephone Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.    The Stock Information Center will be closed on  bank holidays. Our banking office personnel may not, by law, assist with investment-related questions about the offering.

Marketing Arrangements

[Same as Prospectus]

Restrictions on Transfer of Subscription Rights and Shares

Federal Reserve Board regulations prohibit any person with subscription rights, including Eligible Account Holders, Supplemental Eligible Account Holders and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise.  These rights may be exercised only by the person to whom they are granted and only for his or her account.  When registering stock purchases on the stock order form, stockholders must register the stock in the same name as appearing on the account.  Stockholders should not add the name(s) of persons who do not have subscription rights or who qualify only in a lower purchase priority than you do.  Doing so may jeopardize their 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 the shares.  The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the offering.

We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering.  If you have any questions regarding the conversion or offering, please call our Stock Information Center at (___) ___-____ to speak to a representative of Keefe, Bruyette & Woods, Inc.  Representatives are available by telephone Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern time.    The Stock Information Center will be closed on  bank holidays.

Liquidation Rights

[Same as Prospectus]

16

Material Income Tax Consequences

[Same as Prospectus]

Certain Restrictions on Purchase or Transfer of Our Shares after the Conversion

[Same as Prospectus]

Accounting Consequences

The conversion will be accounted for as a change in legal organization and form and not a business combination.  Accordingly, the carrying amount of the assets and liabilities of Mid-Southern Savings Bank will remain unchanged from their historical cost basis.

Interpretation, Amendment and Termination

All interpretations of the plan of conversion by our board of directors will be final, subject to the authority of the Federal Reserve Board.  The plan of conversion provides that, if deemed necessary or desirable by the board of directors, the plan of conversion may be substantively amended by a majority vote of the board of directors as a result of comments from regulatory authorities or otherwise, at any time before the submission of proxy materials to the members of Mid-Southern, M.H.C. and stockholders of Mid-Southern Savings Bank  Amendment of the plan of conversion thereafter requires a majority vote of the board of directors, with the concurrence of the Federal Reserve Board.  The plan of conversion may be terminated by a majority vote of the board of directors at any time before the earlier of the date of the annual meeting of stockholders and the date of the special meeting of members of Mid-Southern, M.H.C., and may be terminated by the board of directors at any time thereafter with the concurrence of the Federal Reserve Board.  The plan of conversion will terminate if the conversion and offering are not completed within 24 months from the date on which the members of Mid-Southern, M.H.C. approved the plan of conversion, and may not be extended by us or the Federal Reserve Board.

The Board of Directors recommends that you vote "FOR" the Plan of Conversion and Reorganization of Mid-Southern, M.H.C.

Objecting Shareholders' Rights of Appraisal

Any Mid-Southern Savings Bank shareholder who objects to the merger of Mid-Southern, M.H.C. and Mid-Southern Bancorp and follows the specific procedures set forth in 12 U.S.C. Section 214a will be entitled to receive payment in cash of the fair value of their shares of Mid-Southern Savings Bank common stock. If you want to exercise this right rather than receive the merger consideration, you must fully comply with the procedures set out in the statute. A copy of these procedures is included as Appendix A to this proxy statement-prospectus. The required procedures are summarized below.

(i) First, you must give written notice to the Secretary of Mid-Southern Savings Bank at or prior to the annual meeting that you dissent from the merger. You should send your notice to Mid-Southern Savings Bank, FSB, Attn: Corporate Secretary, 300 North Water Street, Salem, Indiana 47167

or

(ii) You must vote against the merger. In the event you return a signed proxy card without indicating your vote on the merger proposal, you will be deemed to have voted in favor of the merger and will lose your appraisal rights. You may file a written notice of dissent and vote against the merger or file a written notice of dissent and simply not vote on the proposal.

(iii) Second, you must provide written notice to Mid-Southern Savings Bank, at the address specified above, within 30 days following consummation of the merger (or within 30 days after being notified of the date of consummation of the merger) that you continue to dissent from the merger. You must specify the number

17

of shares of Mid-Southern Savings Bank you held of record as of the voting record date and the amount you claim as the fair market value of those shares as of ________, 2018, the date of the annual meeting. After the merger, Mid-Southern Bancorp will send a written notice to any objecting shareholders of the date of consummation of the merger. This notice will be sent by certified mail, return receipt requested, to the address you provide in your notice, or if no address is indicated, to the address which appears on Mid-Southern Savings Bank's records.

(iv) Third, you must send your stock certificates to Mid-Southern Savings Bank along with the written notice specified in (iii) above. Any sale of your shares after the voting record date will cause you to lose your appraisal rights.

The value of your Mid-Southern Savings Bank shares will be determined by a committee of three persons, one selected by the majority vote of all dissenting shareholders entitled to receive appraisal rights, one by the board of directors of Mid-Southern Savings Bank and the third selected by the first two. The valuation agreed upon by any two of the three appraisers will be paid to you in cash, subject to the paragraph below.

If the value determined by the appraisers is not satisfactory to a dissenting shareholder, that shareholder, within five days after being notified of the appraised value of his shares, may appeal to the Comptroller of the Currency who will cause a final and binding reappraisal to be made. If within 90 days from the completion of the merger, for any reason one or more of the appraisers has not been selected or the appraisers fail to determine the value of the dissenting shares, the Comptroller, upon the written request of any interested party, shall cause a final and binding appraisal to be made.

PROPOSAL 2 — ELECTION OF DIRECTORS

Mid-Southern Savings Bank's Board of Directors is currently composed of eight members, each of whom is also a director of Mid-Southern, M.H.C.  Approximately one-third of the directors are elected annually.  Directors are elected to serve for a three-year term or until their respective successors are elected and qualified.  See "Management" section beginning on page ___ of this proxy statement/prospectus for information regarding director and executive officer compensation and related matters.

The following table sets forth certain information regarding the composition of Mid-Southern Savings Bank's Board of Directors, including each director's term of office.  The Mid-Southern Savings Bank Board of Directors, acting on the recommendation of the Nominating Committee, has recommended and approved the nomination of Charles W. Lamb, Kermit A. Lamb and Brent A. Rosenbaum to serve as directors for a term of three years to expire at the annual meeting of stockholders to be held in 2021.

It is intended that the proxies solicited on behalf of the Mid-Southern Savings Bank Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting "FOR" the election of Charles W. Lamb, Kermit A. Lamb and Brent A. Rosenbaum  as directors.  If any of these individuals is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors, acting on the recommendations of the Nominating Committee, may recommend.  At this time, we know of no reason why Charles W. Lamb, Kermit A. Lamb or Brent A. Rosenbaum  might be unable to serve if elected.  Except as disclosed in this proxy statement/prospectus, there are no arrangements or understandings between the nominees and any other person pursuant to which the nominees were selected.  The Board of Directors unanimously recommends that you vote AFOR@ the election of the nominees whose names appear below.

18

Name	Age	Year first elected or appointed director	Term to expire
	Director Nominees
Charles W. Lamb	78	2001	2021
Kermit A. Lamb	69	2013	2021
Brent A. Rosenbaum	57	2014	2021
	Continuing Directors
Paul G. Allemeier	83	1989	2019
Alexander G. Babey	49	2016	2020
Larry R. Bailey	55	2013	2020
Dana J. Dunbar	68	2004	2020
Trent L. Fisher	58	2005	2019

Business Background of Our Directors

The Board believes that the many years of service that our directors have at Mid-Southern Savings Bank or at other financial institutions is one of the directors' most important qualifications for service on our Board.  This service has given them extensive knowledge of the banking business and our company.  Furthermore, their service on Board committees here or at other institutions, especially in area of audit, compliance and compensation is critical to their ability to oversee the management of Mid-Southern Savings Bank by our executive officers.  Service on the Board by our President and Chief Executive Officer is crucial in aiding the outside directors in understanding the critical and complicated issues that are common in the banking business.  Each outside director brings special skills, experience and expertise to the Board as a result of their other business activities and associations.  The business experience of each director of Mid-Southern Savings Bank for at least the past five years and the experience, qualifications, attributes, skills and area of expertise of each director that supports his service as a director are set forth below.Unless otherwise indicated, directors have held their positions for at least the past five years.

Charles W. Lamb is a retired banker, having worked in banking for 38 years.  Prior to retiring, he was Senior Vice President of the Bank of Orleans and Regional Officer for CNB Bancshares, Inc./Civitas.  Mr. Lamb is active in his church and his community, having been named Citizen of the Year in the Orleans area and having served as a member of the Orleans Community School Board and the Orleans Community Public Library Board.  He brings extensive banking experience and knowledge of our market area to the Board.

Kermit A. Lamb is a retired banker.  Mr. Lamb was the President and Chief Executive Officer of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from May 2013 until October 2016.  Prior to that, he served as Senior Vice President and Loan Officer of Mid-Southern Savings Bank from April 2002 until May 2013.   Mr. Lamb has 46 years of banking experience with particular expertise in commercial, consumer, mortgage and agricultural lending.

Brent A. Rosenbaum is a farmer and Partner/Farmer of Rosenbaum Farms LLC.  Mr. Rosenbaum is familiar with our market area and is a successful local business owner.

Paul G. Allemeier is a retired banker.  Mr. Allemeier served as Chairman of the Board of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from 1987until 2013, and served as President and Chief Executive Officer of Mid-Southern Savings Bank and Mid-Southern, M.H.C. from 1987 through 1999.  Prior to joining Mid-Southern Savings Bank and Mid-Southern M.H.C., he was a bank examiner and served in a number of financial management positions with the Federal Home Loan Bank of Indianapolis and an Indiana-based financial institution.  Mr. Allemeier brings extensive banking experience to our Board.

Alexander G. Babey has been President and Chief Executive Officer of Mid-Southern Bancorp since its formation in January 2018 and the President of Chief Executive Officer of Mid-Southern Savings Bank and Mid-Southern, M.H.C. since October 2016.  Prior to that, he was Executive Vice President and Chief Credit Officer from December 2013 until October 2016.  He was a credit administration consultant from June 2013 until December

19

2013, having served as Executive Vice President and Senior Loan Officer of The BANK-Oldham County from May 2005 until its acquisition in May 2013.  Mr. Babey brings a wealth of banking knowledge to our Board, with particular expertise in lending and experience at both large regional and community banks.

Larry R. Bailey is the President of Indiana University Health Paoli Hospital and Indiana University Health Morgan Hospital, positions he has held since May 2010 and October 2015, respectively.  Mr. Bailey is a Certified Public Accountant and also has a Master of Business Administration degree.    He is a Board member of the Boys & Girls Club of Bloomington. Mr. Bailey's accounting qualification augments the Board's financial expertise.

Dana J. Dunbar has served as the Chairman of the Board of Mid-Southern Bancorp since its formation in January 2018, and Mid-Southern Savings Bank and Mid-Southern, M.H.C. since 2013.  Mr. Dunbar is the owner of Dunbar & Co. Insurance LLC, President of D&P Foods, Inc. (Arby's franchises) and Managing Director and Corporate Secretary of Burton & Dunbar Development Corporation.  He possesses expertise in the insurance, real estate development and retail food industries.

Trent L. Fisher is a Doctor of Veterinary Medicine and has owned Salem Veterinary Service, Inc. since 1989.  He is currently a trustee of his church.  Dr. Fisher is familiar with our market area and is a successful local business owner.

Director Independence

The Board of Directors has determined that six of our eight directors are independent, as defined in the listing standards of the Nasdaq Stock Market.  Messrs. Allemeier, Bailey, Dunbar, Fisher and Rosenbaum are independent.  Mr. Babey is not independent because he is our President and Chief Executive Officer and Mr. K. Lamb is not independent because he is our immediate past President and Chief Executive Officer.

In determining the independence of our directors, the Board of Directors considered relationships between Mid-Southern Savings Bank, Mid-Southern, M.H.C. and our directors that are not required to be reported under "—Transactions With Related Persons," below.

Corporate Governance Policies and Procedures

In addition to establishing committees of our Board of Directors, Mid-Southern Bancorp has adopted policies to govern the activities of both Mid-Southern Bancorp and Mid-Southern Savings Bank, including a Corporate Governance Policy and a Code of Ethics.  The Corporate Governance Policy covers such matters as the following:

· the composition, responsibilities and operation of our Board of Directors;

· the establishment and operation of Board committees, including audit, nominating and corporate governance and compensation committees;

· convening executive sessions of independent directors; and

· our Board's interaction with management and third parties.

The Code of Ethics applies to all employees and directors, and has been designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

Transactions With Related Persons

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director.  There are several exceptions to this general prohibition, one of which is applicable to Mid-Southern Savings Bank.  The Sarbanes-Oxley Act does not apply to loans made by a depository

20

institution that is insured by the Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act.  All loans to Mid-Southern Savings Bank's directors and officers are made in conformity with the Federal Reserve Act and applicable regulations.

All loans made by Mid-Southern Savings Bank to executive officers, directors, immediate family members of executive officers and directors, or organizations with which executive officers and directors are affiliated, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans to persons not related to Mid-Southern Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.  Mid-Southern Savings Bank is in compliance with federal regulations with respect to its loans and extensions of credit to executive officers and directors.

Any transactions that would be required to be reported under this section of this prospectus must be reviewed by our Audit Committee or another independent body of the Board of Directors.  In addition, any transaction with a director is reviewed by and subject to approval of the members of the Board of Directors who are not directly involved in the proposed transaction to confirm that the transaction is on terms that are no more favorable than those that would be available to us from an unrelated third party through an arms-length transaction.  The aggregate amount of our loans to our executive officers and directors was $1.4 million at December 31, 2017.  As of December 31, 2017, these loans were performing according to their original repayment terms.

Family Relationships

Directors Charles W. Lamb and Kermit A. Lamb are brothers.

Director Compensation

The following table provides compensation information for each member of the board of directors of Mid-Southern Savings Bank during the year ended December 31, 2017 except for Mr. Babey, our President and Chief Executive Officer, whose compensation is presented in the Summary Compensation table under the caption "Executive Compensation" below.

Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($)(1)	Total ($)
Paul G. Allemeier	21,100	2,590	23,690
Larry R. Bailey	23,500	--	23,500
Dana J. Dunbar	31,500	15,729	47,229
Trent L. Fisher	21,100	22,091	43,191
Charles W. Lamb	20,100	16,355	36,455
Kermit A. Lamb	23,300	44,815 (2)	68,115
Brent A. Rosenbaum	20,900	12,080	32,980
David E. Branaman (3)	--	15,609 (4)	15,609
Joseph C. Etzler (3)	--	--	--

__________

(1)	Unless otherwise noted, consists of medical and life insurance premiums.
(2)	In addition to medical and life insurance premiums, also includes consulting fees of $28,063 paid pursuant to the consulting agreement described below.
(3)	Director emeritus.
(4)	Health care insurance.

All non-employee directors of Mid-Southern Savings Bank with the exception of the Chairman receive a monthly retainer of $800, a fee of $600 per month for each Board meeting attended and a fee of $300 per meeting for any special Board meeting.  The Chairman of the Board receives a monthly retainer of $1,000, a fee of $800 per month for each Board meeting attended and a fee of $400 per meeting for any special, or other Board meeting.  Non-employee directors serving on the Loan and Audit Committees receive $200 per meeting attended with the chairperson of each committee receiving $400 per meeting attended.  Non-employee directors serving on the Personnel Committee receive $200 per meeting attended with the chairperson receiving $250 per meeting attended.  For the year following retirement, emeritus directors receive a monthly retainer of $400 and one-half the Board

21

meeting fee for each meeting attended.  No separate fees are paid for service on the Board of Directors of Mid-Southern, M.H.C.

Directors are provided or reimbursed for travel and lodging and other customary out-of-pocket expenses incurred in attending out-of-town board and committee meetings, industry conferences and continuing education seminars.  Mid-Southern Savings Bank also pays the premiums on directors' and officers' liability insurance.

In January 2017, Mid-Southern Savings Bank entered into a consulting agreement with Director Kermit A. Lamb, the immediate past President and Chief Executive Officer of the Bank.  The agreement provides for consulting services to be provided on an as needed basis at the discretion of the Mid-Southern Savings Bank's President and Chief Executive Officer.  Mr. Lamb is paid $25 per hour for consulting plus reimbursement of mileage expenses at the rate published by the Internal Revenue Service.

In the past, directors were allowed to individually elect to defer receipt of current compensation in exchange for benefits payable upon their retirement from the Board.  All deferrals are credited with interest at an 8% annual rate.  At December 31, 2017, we had accrued a liability of $249,000 with respect to our obligation under these agreements.

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed Monroe Shine & Co., Inc. to serve as our independent registered public accounting firm for the 2018 fiscal year and is soliciting your ratification of that selection.

Your ratification of the Audit Committee's selection of Monroe Shine & Co., Inc. is not necessary because the Audit Committee has responsibility for selection of our independent registered public accounting firm.  However, the Audit Committee will take your vote on this proposal into consideration when selecting our independent registered public accounting firm in the future.  A representative of Monroe Shine & Co., Inc. may be present at the annual meeting of stockholders and will have the opportunity to make a statement or respond to any appropriate questions that stockholders may have.

The Board of Directors recommends that stockholders vote "FOR" the ratification of the appointment of Monroe Shine & Co., Inc. as Mid-Southern Savings Bank's independent registered public accounting firm for the year ending December 31, 2018.

Pursuant to the terms of its charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. The Audit Committee must pre-approve the engagement letters and the fees to be paid to the independent auditors for all audit and permissible non-audit services to be provided by the independent auditors and consider the possible effect that any non-audit services could have on the independence of the auditors. The Audit Committee may establish pre-approval policies and procedures, as permitted by applicable law and SEC regulations and consistent with its charter for the engagement of the independent auditors to render permissible non-audit services to the Corporation, provided that any pre-approvals delegated to one or more members of the committee are reported to the committee at its next scheduled meeting. At this time, the Audit Committee has not adopted any pre-approval policies.

PROPOSAL 4 — ADJOURNMENT OF THE ANNUAL MEETING

If there are not sufficient votes to approve the plan of conversion at the time of the annual meeting, the proposal may not be approved unless the annual meeting is adjourned to a later date or dates in order to permit further solicitation of proxies.  In order to allow proxies that have been received by Mid-Southern Savings Bank at the time of the annual meeting to be voted for an adjournment, if necessary, Mid-Southern Savings Bank has submitted the question of adjournment to its stockholders as a separate matter for their consideration.  The Board of Directors of Mid-Southern Savings Bank recommends that stockholders vote "FOR" the adjournment proposal.  If it is necessary to adjourn the annual meeting, no notice of the adjourned annual meeting is required to be given to

22

stockholders (unless the adjournment is for more than 30 days or if a new record date is fixed), other than an announcement at the annual meeting of the hour, date and place to which the annual meeting is adjourned.

The Board of Directors recommends that you vote "FOR" the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the plan of conversion.

PROPOSALS 5a AND 5b — INFORMATIONAL PROPOSALS RELATED TO THEARTICLES OF INCORPORATION OF MID-SOUTHERN BANCORP

By their approval of the plan of conversion as set forth in Proposal 1, the Board of Directors of Mid-Southern Savings Bank has approved each of the informational proposals numbered 5a and 5b, both of which relate to provisions included in the articles of incorporation of Mid-Southern Bancorp.  Each of these informational proposals is discussed in more detail below.

As a result of the conversion, the public stockholders of Mid-Southern Savings Bank, whose rights are presently governed by the charter and bylaws of Mid-Southern Savings Bank, will become stockholders of Mid-Southern Bancorp, whose rights will be governed by the articles of incorporation and bylaws of Mid-Southern Bancorp.  The following informational proposals address the material differences between the governing documents of the two companies.  This discussion is qualified in its entirety by reference to the charter and bylaws of Mid-Southern Savings Bank and the articles of incorporation and bylaws of Mid-Southern Bancorp.  See "Where You Can Find Additional Information" for procedures for obtaining a copy of those documents.

The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals 5a and 5b were approved as part of the process in which the Board of Directors of Mid-Southern Savings Bank approved the plan of conversion.  These proposals are informational in nature only, because the Federal Reserve Board's regulations governing mutual-to-stock conversions do not provide for a separate vote on these matters apart from the vote on the plan of conversion.  Mid-Southern Savings Bank's stockholders are not being asked to approve these informational proposals at the annual meeting.  While we are asking you to vote with respect to each of the informational proposals set forth below, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.  The provisions of Mid-Southern Bancorp's articles of incorporation which are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of Mid-Southern Bancorp, if such attempts are not approved by the Board of Directors, or may make the removal of the Board of Directors or management, or the appointment of new directors, more difficult.

Informational Proposal 5b — Approval of a Provision in Mid-Southern Bancorp's Articles of Incorporation Requiring a Super-Majority Vote to Approve Certain Amendments to Mid-Southern Bancorp's Articles of Incorporation.  No amendment of the charter of Mid-Southern Savings Bank may be made unless it is first proposed by the board of directors, then approved by the Federal Reserve Board and approved by the holders of a majority of the total votes eligible to be cast at a legal meeting.  The articles of incorporation of Mid-Southern Bancorp generally may be amended by the holders of a majority of the shares entitled to vote; provided, however, that any amendment of  that any amendment of Section 3.04 (limitation on common stock voting rights), Section 4.02 (classification of board of directors), Section 4.05 (removal of directors), Section 4.06 (special stockholder meetings), Article V (approval of certain business combinations), Article VI (evaluations of business combinations), Article VII (indemnification), Article IX (conduct of affairs of corporation) and Article X (amendment of certain provisions of the Articles), must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the directors and two-thirds (2/3) of the outstanding shares entitled to vote or such greater proportion of directors and stockholders as may otherwise be required by the specific provision of the Articles of Incorporation must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote.

These limitations on amendments to specified provisions of Mid-Southern Bancorp's articles of incorporation are intended to ensure that the referenced provisions are not limited or changed upon a simple majority vote.  While this limits the ability of stockholders to amend those provisions, Mid-Southern, M.H.C., as a 70.7% shareholder, currently can effectively block any shareholder proposed change to the charter.

23

The requirement of a super-majority shareholder vote to amend specified provisions of Mid-Southern Bancorp's articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through amendments to the articles of incorporation is an important element of the takeover strategy of the potential acquiror.  The Board of Directors believes that the provisions limiting certain amendments to the articles of incorporation will put the Board of Directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of Mid-Southern Bancorp and the fundamental rights of its stockholders, and to preserve the ability of all stockholders to have an effective voice in the outcome of such matters.

The Board of Directors recommends that you vote "FOR" the approval of a provision in Mid-Southern Bancorp's articles of incorporation requiring a super-majority vote to approve certain amendments to Mid-Southern Bancorp's articles of incorporation.

Informational Proposal 5a  — Approval of a Provision in Mid-Southern Bancorp's Articles of Incorporation to Limit the Voting Rights of Shares Beneficially Owned in Excess of 10% of Mid-Southern Bancorp's Outstanding Voting Stock.  The articles of incorporation of Mid-Southern Bancorp provide that in no event shall any person, who directly or indirectly beneficially owns in excess of 10% of the then-outstanding shares of common stock as of the record date for the determination of stockholders entitled or permitted to vote on any matter, be entitled or permitted to any vote in respect of the shares held in excess of the 10% limit.  Beneficial ownership is determined pursuant to the federal securities laws and includes, but is not limited to, shares as to which any person and his or her affiliates (i) have the right to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options; and (ii) have or share investment or voting power (but shall not be deemed the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, and that are not otherwise beneficially, or deemed by Mid-Southern Bancorp to be beneficially, owned by such person and his or her affiliates).

The foregoing restriction does not apply to any employee benefit plans of Mid-Southern Bancorp or any subsidiary or a trustee of a plan.

The charter of Mid-Southern Savings Bank provides that, for a period of five years from the effective date of Mid-Southern Savings Bank's mutual holding company reorganization, no person, other than Mid-Southern, M.H.C., shall directly or indirectly offer to acquire or acquire more than 10% of the then-outstanding shares of common stock.  The foregoing restriction does not apply to:

· the purchase of shares by underwriters in connection with a public offering; or

· the purchase of shares by any employee benefit plans of Mid-Southern Savings Bank or any subsidiary.

The provision in Mid-Southern Bancorp's articles of incorporation limiting the voting rights of beneficial owners of more than 10% of Mid-Southern Bancorp's outstanding voting stock is intended to limit the ability of any person to acquire a significant number of shares of Mid-Southern Bancorp common stock and thereby gain sufficient voting control so as to cause Mid-Southern Bancorp to effect a transaction that may not be in the best interests of Mid-Southern Bancorp and its stockholders generally.  This provision will not prevent a shareholder from seeking to acquire a controlling interest in Mid-Southern Bancorp, but it will prevent a shareholder from voting more than 10% of the outstanding shares of common stock unless that shareholder has first persuaded the Board of Directors of the merits of the course of action proposed by the shareholder.  The Board of Directors of Mid-Southern Bancorp believes that fundamental transactions generally should be first considered and approved by the Board of Directors as it believes that it is in the best position to make an initial assessment of the merits of any such transactions and that its ability to make the initial assessment could be impeded if a single shareholder could acquire a sufficiently large voting interest so as to control a shareholder vote on any given proposal.  This provision in Mid-Southern Bancorp's articles of incorporation makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most stockholders, because it can prevent a holder of shares in excess of the 10% limit from voting the excess shares in favor of the transaction.  Thus, it may be deemed to have an anti-takeover effect.

24

The Board of Directors recommends that you vote "FOR" the approval of a provision in Mid-Southern Bancorp's articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Mid-Southern Bancorp's outstanding voting stock.

25

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATAOF MID-SOUTHERN SAVINGS BANK AND SUBSIDIARY

[Same as Prospectus]

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains "forward-looking statements."  You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project," "could," "intend," "target" and other similar words and expressions of the future.  These forward-looking statements include, but are not limited to:

[Same as Prospectus]

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

[Same as Prospectus]

OUR POLICY REGARDING DIVIDENDS

[Same as Prospectus]

MARKET FOR THE COMMON STOCK

[Same as Prospectus]

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

[Same as Prospectus]

CAPITALIZATION

[Same as Prospectus]

PRO FORMA DATA

[Same as Prospectus]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

[Same as Prospectus]

BUSINESS OF MID-SOUTHERN BANCORP, INC.

[Same as Prospectus]

BUSINESS OF MID-SOUTHERN SAVINGS BANK

[Same as Prospectus]

26

SUPERVISION AND REGULATION

[Same as Prospectus]

FEDERAL AND STATE TAXATION

[Same as Prospectus]

MANAGEMENT

Mid-Southern Bancorp, Inc.

[Same as Prospectus]

Mid-Southern Savings Bank

[Same as Prospectus]

Business Background of Our Directors

Information regarding the background of our directors is set forth under "Proposal 2 – Election of Directors" beginning on page __ of this proxy statement/prospectus.

Business Background of Our Executive Officers Who Are Not Directors

[Same as Prospectus]

Executive Compensation

[Same as Prospectus]

Director Compensation

[Same as Prospectus]

Benefits to be Considered Following Completion of the Conversion

[Same as Prospectus]

BENEFICIAL OWNERSHIP OF COMMON STOCK

[Same as Prospectus]

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

[Same as Prospectus]

COMPARISON OF STOCKHOLDERS' RIGHTS FOR EXISTINGSTOCKHOLDERS OF MID-SOUTHERN SAVINGS BANK

[Same as Prospectus]

27

RESTRICTIONS ON ACQUISITION OF MID-SOUTHERN BANCORP

[Same as Prospectus]

DESCRIPTION OF CAPITAL STOCK OF MID-SOUTHERN BANCORPFOLLOWING THE CONVERSION

[Same as Prospectus]

TRANSFER AGENT

The transfer agent and registrar for Mid-Southern Bancorp's common stock is Computershare, Canton, Massachusetts.

REGISTRATION REQUIREMENTS

In connection with the conversion and offering, we will register our common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended, and will not deregister our common stock for a period of at least three years following the conversion and offering.  As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

EXPERTS

The consolidated financial statements of Mid-Southern Savings Bank and subsidiary as of December 31, 2017 and 2016, and for each of the years in the two -year period ended December 31, 2017, have been included herein in reliance upon the report of Monroe Shine & Co., Inc., independent registered public accounting firm, which is included herein and upon the authority of said firm as experts in accounting and auditing.

Keller and Company has consented to the publication herein of the summary of its report to Mid-Southern Bancorp setting forth its opinion as to the estimated pro forma market value of the shares of common stock upon completion of the offering and its letter with respect to subscription rights.

LEGAL MATTERS

The legality of our common stock has been passed upon for us by Breyer & Associates PC, McLean, Virginia  The federal income tax consequences of the conversion have been opined upon by Silver, Freedman, Taff & Tiernan LLP.   Monroe Shine & Co., Inc.has provided an opinion to us regarding the Indiana income tax consequences of the conversion.  Silver, Freedman, Taff & Tiernan LLP and Monroe Shine & Co., Inc. have consented to the references to their opinions in this proxy statement/prospectus.  Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Luse Gorman, PC.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in Mid-Southern Savings Bank's annual meeting of stockholders, any shareholder proposal to take action at the meeting must be received at Mid-Southern Savings Bank's main office at 300 North Water Street, Salem, Indiana 47167 no later than five days prior to the date of the annual meeting.

To be considered for presentation at next year's annual meeting, although not included in the proxy materials for that meeting, any shareholder proposal must be received at Mid-Southern Savings Bank's executive office at least five days prior to next year's annual meeting.

28

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock to be issued in the offering and in exchange for shares of Mid-Southern Savings Bank common stock.  This proxy statement/prospectus forms a part of the registration statement.  The registration statement, including the exhibits, contains additional relevant information about us and our common stock.  The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this proxy statement/prospectus.  You may read and copy the registration statement at the Securities and Exchange Commission's public reference room at 100 F Street, N.E., Room 1580, Washington D.C. 20549.  Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission's public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Web site maintained by the Securities and Exchange Commission at "http://www.sec.gov."

Mid-Southern, M.H.C. has filed an application for approval of the plan of conversion with the Federal Reserve Board. This proxy statement/prospectus omits certain information contained in the application.  The application may be inspected, without charge, at the offices of the Board of Governors of the Federal Reserve Board System, 20th Street and Constitution Avenue, NW, Washington, DC 20551 and at the Federal Reserve Board Bank of St. Louis, One Federal Reserve Bank Plaza, Broadway and Locust Streets, St. Louis, Missouri 63102.

A copy of the plan of conversion is available without charge from Mid-Southern Savings Bank.

The appraisal report of Keller and Company has been filed as an exhibit to our registration statement and to our application to the Federal Reserve Board.  The appraisal report was filed electronically with the Securities and Exchange Commission and is available on its Web site as described above.  The entire appraisal report is also available at the public reference room of the Securities and Exchange Commission and the offices of the Federal Reserve Board as described above.

OTHER MATTERS

As of the date of this document, the board of directors is not aware of any business to come before the annual meeting other than the matters described above in the proxy statement/prospectus.  However, if any matters should properly come before the annual meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.

29

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OFMID-SOUTHERN SAVINGS BANK AND SUBSIDIARY

[The financial statements to be included in the proxy statement/prospectus will be identical to those included in the offering prospectus included in this Registration Statement.]

F-1

Appendix A

UNITED STATES CODE OF FEDERAL REGULATIONS

TITLE 12. BANKS AND BANKING

PART 5. RULES, POLICIES, AND PROCEDURES FOR CORPORATE ACTIVITIES

SUBPART C. EXPANSION OF ACTIVITIES

12 C.F.R. § 5.33. Business combinations involving a national bank or Federal savings association.

(a) – (g)(6) [Text Omitted]

(g)(7) Consolidation or merger of a Federal savings association with a state bank, state savings bank, state savings association, state trust company, or credit union resulting in a state bank, state savings bank, state savings association, state trust company, or credit union

(i) [Text Omitted]

(ii) [Text Omitted]

(iii) Dissenters' rights and appraisal procedures.

(A) Federal savings association shareholders who dissent from a plan to merge or consolidate may receive in cash the value of their Federal savings association shares if they comply with the requirements of 12 U.S.C. 214a as if the Federal savings association were a national bank. The OCC conducts an appraisal or reappraisal of the value of the Federal savings association shares held by dissenting shareholders only if all parties agree that the determination will be final and binding. The parties shall also agree on how the total expenses of the OCC in making the appraisal will be divided among the parties and paid to the OCC.

(B) The plan of merger or consolidation must provide the manner of disposing of the shares of the resulting state institution not taken by the dissenting shareholders of the Federal savings association.

UNITED STATES CODE

TITLE 12. BANKS AND BANKING

CHAPTER 2. NATIONAL BANKS

SUBCHAPTER XV. CONVERSION OF NATIONAL BANKS INTO STATE BANKS

12 U.S.C. § 214a. Procedure for conversion, merger, or consolidation; vote of stockholders

A national banking association may, by vote of the holders of at least two-thirds of each class of its capital stock, convert into, or merge or consolidate with, a State bank in the same State in which the national banking association is located, under a State charter, in the following manner:

(a) [Text Omitted]

2

(b) Rights of dissenting stockholders – A shareholder of a national banking association who votes against the conversion, merger, or consolidation, or who has given notice in writing to the bank at or prior to such meeting that he dissents from the plan, shall be entitled to receive in cash the value of the shares held by him, if and when the conversion, merger, or consolidation is consummated, upon written request made to the resulting State bank at any time before thirty days after the date of consummation of such conversion, merger, or consolidation, accompanied by the surrender of his stock certificates. The value of such shares shall be determined as of the date on which the shareholders' meeting was held authorizing the conversion, merger, or consolidation, by a committee of three persons, one to be selected by majority vote of the dissenting shareholders entitled to receive the value of their shares, one by the directors of the resulting State bank, and the third by the two so chosen. The valuation agreed upon by any two of three appraisers thus chosen shall govern; but, if the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment as provided herein, such shareholder may within five days after being notified of the appraised value of his shares appeal to the Comptroller of the Currency, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant. If, within ninety days from the date of consummation of the conversion, merger, or consolidation, for any reason one or more of the appraisers is not selected as herein provided, or the appraisers fail to determine the value of such shares, the Comptroller shall upon written request of any interested party, cause an appraisal to be made, which shall be final and binding on all parties. The expenses of the Comptroller in making the reappraisal, or the appraisal as the case may be, shall be paid by the resulting State bank. The plan of conversion, merger, or consolidation shall provide the manner of disposing of the shares of the resulting State bank not taken by the dissenting shareholders of the national banking association.

3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

Set forth below is an estimate of the amount of fees and expenses (other than underwriting discounts and commissions) to be incurred in connection with the issuance of the shares.

Registrant's Counsel Fees and Expenses	$  275,000
Registrant's Accounting Fees and Expenses	125,000
Business plan preparation fees and expenses	30,000
Appraisal Fees and Expenses	35,000
Conversion Agent and Data Processing Fees and Expenses	10,000
Selling Agent Fees(1)	400,000
Selling Agent Expenses (Including Legal Fees and Expenses)	90,000
Proxy Solicitor Fee	10,000
Printing, EDGAR, Postage and Mailing	130,000
Filing Fees (FINRA, Nasdaq, SEC)	55,000
Blue Sky Fees	5,000
Transfer Agent and Registrar Fees and Expenses	5,000
Other	5,000
TOTAL	$1,175,000

______________

⁽¹⁾  Mid-Southern Bancorp, Inc. has retained Keefe, Bruyette & Woods, Inc. to assist in the sale of common stock on a best efforts basis in the offerings.

Item 14.  Indemnification of Directors and Officers

Mid-Southern Bancorp ("Mid-Southern") is an Indiana corporation. Mid-Southern's officers and directors are and will be indemnified under Indiana law and the Articles of Incorporation of Mid-Southern against certain liabilities. Chapter 37 of the Indiana Business Corporation Law (the "IBCL") requires a corporation, unless limited by its articles of incorporation, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. Mid-Southern's Articles of Incorporation do not contain any provision limiting such indemnification.

The IBCL also permits a corporation to indemnify a director, officer, employee, or agent who is made a party to a proceeding because the person was a director, officer, employee, or agent of the corporation against liability incurred in the proceeding if (i) the individual's conduct was in good faith, and (ii) the individual reasonably believed (A) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in the corporation's best interests, and (B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests, and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual's conduct was lawful, or (B) had no reasonable cause to believe the individual's conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

Mid-Southern's Articles of Incorporation require it to provide indemnification to its officers and directors to the fullest extent authorized by the IBCL and to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding as authorized by the IBCL. Mid-Southern's Articles of Incorporation also authorize it to maintain insurance at its expense to protect itself and any of its directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust, employee benefit plan or other entity against expense, liability or

loss, whether or not Mid-Southern would have the power to indemnify such person against such expense, liability or loss under the Articles of Incorporation. Mid-Southern currently maintains officer and director liability insurance.

Reference is made to the form of underwriting agreement to be filed as Exhibit 1.1 hereto for provisions providing that the underwriters are obligated under certain circumstances to indemnify our directors, officers and controlling persons against certain liabilities under the Securities Act of 1933, as amended (the "Securities Act").

Item 15.  Recent Sales of Unregistered Securities

Not Applicable.

Item 16.  Exhibits and Financial Statement Schedules

(a) List of Exhibits:  See the Exhibit Index filed as part of this Registration Statement.

(b) Financial Statement Schedules:  No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17.  Undertakings

The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which 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 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 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.

(5)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:

(6)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.

(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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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 Salem, State of Indiana, on the 23rd day of  March, 2018.

MID-SOUTHERN BANCORP, INC.
By:	/s/ Alex G. Babey
	Alex G. Babey, President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Mid-Southern Bancorp, Inc., do hereby severally constitute and appoint Alexander G. Babey or Erica B. Schmidt, as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute all instruments for us and in our names in the capacities indicated below which said Alexander G. Babey or Erica B. Schmidt may deem necessary or advisable to enable Mid-Southern Bancorp, Inc., to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-1 relating to the offering of Mid-Southern Bancorp, Inc.'s Common Stock, including specifically but not limited to, power and authority to sign, for us or any of 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 ratify and confirm all that Alexander G. Babey or Erica B. Schmidt shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/Alexander G. Babey	/s/Erica B. Schmidt
Alexander G. Babey	Erica B. Schmidt
President, Chief Executive Officer and Director (Principal Executive Officer)	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:  March 23, 2018	Date:  March 23, 2018
/s/ Paul G. Allemeier	/s/ Larry R. Bailey
Paul G. Allemeier	Larry R. Bailey
Director	Director
Date:  March 23, 2018	Date: March 23, 2018
/s/Dana J. Dunbar	/s/ Trent L. Fisher
Dana J. Dunbar	Trent L. Fisher
Chairman of the Board	Director
Date:  March 23, 2018	Date:  March 23, 2018

/s/ Charles W. Lamb	/s/ Kermit A. Lamb
Charles W. Lamb	Kermit A. Lamb
Director	Director
Date:  March 23, 2018	Date:  March 23, 2018
/s/Brent A. Rosenbaum
Brent A. Rosenbaum
Director
Date:  March 23, 2018

EXHIBIT INDEX

Exhibits:
1.1	Engagement Letter with Keefe, Bruyette & Woods, Inc. as selling agent
1.2	Engagement Letter with Keefe, Bruyette & Woods, Inc. as conversion agent and data processing records management agent
1.3	Form of Agency Agreement with Keefe, Bruyette & Woods, Inc.*
2.0	Plan of Conversion
3.1	Articles of Incorporation of Mid-Southern Bancorp, Inc.
3.2	Bylaws of Mid-Southern Bancorp, Inc.
4	Form of Common Stock Certificate of Mid-Southern Bancorp, Inc.
5	Opinion of Breyer & Associates PC regarding legality of securities being registered
8.1	Opinion of Silver, Freedman, Taff & Tiernan  LLP regarding Federal tax matters
8.2	Opinion of Monroe Shine & Co., Inc. regarding  Indiana State Tax Matters
10.1	Form of Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan
10.2	Employment Agreement by and between Mid-Southern Savings Bank and Alexander G. Babey
10.3	Employment Agreement by and between Mid-Southern Savings Bank and Frank M. Benson, III
10.4	Change in Control Agreement by and between Mid-Southern Savings Bank and Erica B. Schmidt
21	Subsidiaries of Registrant
23.1	Consent of Breyer & Associates PC (contained in Opinion included as Exhibit 5)
23.2	Consent of Silver, Freedman, Taff & Tiernan LLP (contained in Opinion included as Exhibit 8.1)
23.3	Consent of Monroe Shine & Co., Inc.
23.4	Consent of Keller and Company, Inc.
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement with Keller & Company, Inc.
99.2	Appraisal Report of Keller & Company, Inc.
99.3	Letter of Keller & Company, Inc. regarding: Subscription Rights
99.4	Letter of Keller & Company, Inc.  regarding: Liquidation Account
99.5	Subscription Order Form and Instructions*
99.6	Marketing Materials*

*       To be filed supplementally or by amendment.

EX-1.1

Exhibit 1.1

September 6^th, 2017

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

300 North Water Street, P.O. Box 545

Salem, IN 47167

Attention:     Mr. Alexander G. Babey

                       President & CEO

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. ("KBW") to act as the exclusive financial advisor to (i) Mid-Southern Savings Bank, FSB and (ii) Mid-Southern, M.H.C. (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the "Bank") in connection with the Bank's proposed reorganization from the mutual holding company form to the full stock form of organization pursuant to the Bank's proposed Plan of Conversion and Reorganization (the "Conversion"), including the offer and sale of certain shares of the common stock (the "Common Stock") of a holding company (the "Holding Company") to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering (as defined herein) (a Subscription Offering, a Community Offering and any Syndicated Community Offering (as defined herein) are collectively referred to herein as the "Offerings").  In addition, KBW will act as Conversion Agent and Data Processing Records Management Agent in connection with the Offerings pursuant to the terms of a separate agreement between the Bank and KBW.  The Bank and the Holding Company are collectively referred to herein as the "Company".  This letter sets forth the terms and conditions of our engagement.

1.Advisory/Offering Services

As the Company's exclusive financial advisor, KBW will provide financial and logistical advice to the Company and will assist the Company's management, legal counsel, accountants and other advisors in connection with the Conversion and the Offerings, and related matters.  We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:

1. Providing advice on the financial and securities market implications of the Conversion and any related corporate documents, including the Plan of Conversion and Reorganization;

2. Assisting in structuring the Offerings, including developing and assisting in implementing a marketing strategy for the Offerings;

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  2 of 9

3. Serving as sole bookrunning manager in connection with the Offerings;

4. Reviewing all offering documents related to the Offerings, including the prospectus (the "Prospectus") and any related offering materials, stock order forms, letters, brochures and other related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

5. Assisting the Company in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

6. Assisting the Company in analyzing proposals from outside vendors retained in connection with the Offerings, including printers, transfer agents and appraisal firms;

7. Assisting the Company in the drafting and distribution of press releases as required or appropriate in connection with the Offerings;

8. Meeting with the board of directors of the Company (the "Board of Directors") and/or management of the Company to discuss any of the above services; and

9. Performing such other financial advisory and investment banking services in connection with the Conversion and the Offerings as may be agreed upon by KBW and the Company.

2.Due Diligence Review

The Company acknowledges and agrees that KBW's obligation to perform the services contemplated by this Agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as KBW and their counsel in their sole discretion may deem appropriate under the circumstances (the "Due Diligence Review").

The Company agrees it will make available to KBW all information, whether or not publicly available, which KBW reasonably requests, other than information that is not permitted to be disclosed such as reports of examination, (the "Information"), and will permit KBW to discuss with the Board of Directors and management the operations and prospects of the Company.  KBW will treat all Confidential Information (as defined herein) as confidential in accordance with the provisions of Section 9 hereof.  The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of the Information in performing the services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information or to conduct any independent verification or any appraisal or physical inspection of properties or assets.  The Company acknowledges and agrees that KBW will rely upon Company management as to the reasonableness and achievability of any financial and operating forecasts and projections provided to KBW or which KBW is directed to use, and that KBW will assume, at the Company's direction, that all financial forecasts and projections have been reasonably prepared by Company management on a basis reflecting the best then currently available estimates and judgments of management as to the expected future financial performance of the Company, and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated.

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  3 of 9

3.Regulatory Filings

The Company will cause the registration statement (the "Registration Statement") and the Prospectus to be filed with the Securities and Exchange Commission (the "SEC") and will cause all other offering documents in respect of the Conversion and the Offerings to be filed, as necessary or appropriate, with applicable regulatory agencies including the SEC, the Financial Industry Regulatory Authority ("FINRA"), and the appropriate federal and/or state bank regulatory agencies.  In addition, the Company and KBW agree that the Company's counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings including KBW's participation therein and shall furnish KBW a copy thereof addressed to KBW or upon which counsel shall state KBW may rely.

4.Fees

For the services hereunder, the Company shall pay the following non-refundable cash fees to KBW, in the amounts and at the times set forth below:

(a) Management Fee:  A non-refundable cash fee in an amount of $50,000 (the "Management Fee") shall bepayable by the Company to KBW, as follows: (i) $25,000 shall be paid immediately upon the execution of this Agreement and (ii) the remaining $25,000 shall be paid immediately upon the initial filing of the Registration Statement (whether or not such filing is publicly available).  Each payment in respect of the Management Fee shall be deemed to have been earned in full when due.  Should the Offerings or this Agreement be terminated for any reason, KBW shall be deemed to have earned in full, and be entitled to be paid in full, all fees then due and payable as of such date of termination.

(b) Success Fee:   A Success Fee of 1.25% of the Common Stock sold in the Subscription Offering and the Community Offering shall be paid upon the completion of the Offerings. This fee will be subject to a minimum of $275,000. and a maximum of $350,000. The Management Fee described in 4(a), to the extent then already paid, will be credited against the Success Fee. The obligation to pay to KBW the full Success Fee upon completion of the Subscription Offering and any Community Offering shall survive any termination of this agreement, including any termination occurring prior to the completion of such Offerings.

(c) Fees for Syndicated Community Offering:  If any shares of the Common Stock remain unsold after the completion of the Subscription Offering and any Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers (a "Syndicated Community Offering"), to assist on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into by and between the Company and KBW.  KBW will endeavor to distribute the Common Stock among broker-dealers in a fashion which best meets the distribution objectives of the Company and the Conversion.  In the event of a Syndicated Community Offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the shares of Common Stock sold in the Syndicated Community Offering. The Success Fee described in 4(b) will be credited against the transaction fee. From this fee, KBW will pass onto selected broker-dealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.  Fees with respect to purchases affected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer.

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  4 of 9

In the event of a Syndicated Community Offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the shares of Common Stock sold in the Syndicated Community Offering. The Success Fee described in 4(b) will be credited against the transaction fee. From this fee, KBW will pass onto selected broker-dealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.  Fees with respect to purchases affected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer.

(d) In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, KBW reasonably determines that it is required or requested to provide significant services, KBW will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000.

The terms of any Agency Agreement (as defined herein) to be entered into between the Company and KBW in connection with the Offerings shall contain fee provisions no less favorable to KBW than those set forth above. To the extent required under applicable FINRA rules and regulations, the payment of compensation by the Company to KBW pursuant to this Section 4 is subject to FINRA's review thereof.

5.Additional Services

KBW further agrees to provide general financial advisory assistance to the Company that is not in the context of any contemplated transaction, for a period of three years following completion of the Offerings, including general strategic planning, the creation of a capital management strategy designed to enhance the value of the Company, including the formation of a dividend policy and share repurchase program, assistance with shareholder relations matters, general advice on mergers and acquisitions, and other related financial matters, without the payment by the Company of any fees in addition to those set forth in Section 4 hereof.  Nothing in this Agreement shall require the Company to obtain such services from KBW. If KBW acts as a financial advisor to the Company in connection with any specific transactions, the terms of such engagement will be set forth in a separate agreement between the Company and KBW.

6.Expenses

The Company will bear all expenses of the proposed Offerings customarily borne by issuers, including, without limitation, regulatory filing fees, SEC, "Blue Sky," and FINRA filing and registration fees; the fees of the Company's accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offerings; the fees set forth in Section 4; and fees for "Blue Sky" legal work.  If KBW incurs any expenses on behalf of Company in connection with the matters contemplated by this Agreement, the Company will reimburse KBW for such expenses.

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  5 of 9

KBW will also be reimbursed for its reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offerings, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. KBW will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph).   These expense caps assume no unusual circumstances or delays, and no resolicitation in connection with the Offerings.  The Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs (including but not limited to a delay in the Offerings which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents), such expense caps may be increased by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of KBW and an additional $15,000 in the case of additional fees and expenses of KBW's legal counsel.  In no event shall out-of-pocket expenses, including fees and expenses of counsel, exceed $130,000.  The provisions of this paragraph shall not apply to or in any way impair or limit the indemnification or contribution provisions contained herein.

7.Limitations

The Company acknowledges that all opinions and advice (written or oral) given by KBW to the Company in connection with KBW's engagement are intended solely for the benefit and use of the Company for the purposes of its evaluation of the proposed Offerings.  Unless otherwise expressly stated in an opinion letter issued by KBW or otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of KBW or any statements or conduct by KBW.  The Company agrees that any such opinion or advice, as well as this Agreement (including any of the terms hereof) shall not be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to KBW be made by the Company or any of its representatives, without the prior written consent of KBW.

It is expressly understood and agreed that KBW is not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters.  In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Conversion and the Offerings, and all other matters and (b) neither it, or any of its affiliates, has received, or has relied upon, the advice of KBW or any of its affiliates regarding matters of law, regulation, taxation or accounting.

The Company acknowledges and agrees that KBW has been retained to act solely as financial advisor to the Company and not as an advisor to or agent of any other person, and the Company's engagement of KBW is not intended to confer rights upon any person not a party to this Agreement (including shareholders, employees or creditors of the Company) as against KBW or its affiliates, or their respective directors, officers, employees or agents.  In such capacity, KBW shall act as an independent contractor, and any duties arising out of its engagement shall be owed solely to the Company.  It is understood that KBW's responsibility to the Company is solely contractual in nature and KBW does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  6 of 9

The Company acknowledges that KBW is a securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services. In the ordinary course of business, KBW and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in the Company's debt or equity securities, or the debt or equity securities of the Company's affiliates or other entities that may be involved in the transactions contemplated by this Agreement. In addition, KBW and its affiliates may from time to time perform various investment banking and financial advisory services for other clients and customers who may have conflicting interests with respect to the Company. The Company acknowledges that KBW and its affiliates have no obligation to use in connection with this engagement or to furnish the Company confidential information obtained from other companies.

8.Benefit

This Agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this Agreement shall not be assignable without the mutual consent of KBW and the Company.

9.Confidentiality

KBW acknowledges that the Information provided to it in connection with its engagement hereunder contains confidential and proprietary business information concerning the Company (such Information, the "Confidential Information").  KBW agrees that, except as contemplated in connection with the performance of its services under this Agreement, as authorized by the Company or as required by law, regulation or legal process, it will treat as confidential all Confidential Information; provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have been instructed to be bound by the terms and conditions of this paragraph.  As used herein, the term "Confidential Information" shall not include information which (a) is or becomes available to the public other than as a result of a disclosure by KBW or its representatives in violation of this Agreement, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW or its representatives by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not known to KBW to be bound not to disclose such information pursuant to a contractual obligation of confidentiality to the Company.

The Company hereby acknowledges and agrees that all presentation materials and financial models used by KBW in performing its services hereunder have been developed by and are proprietary to KBW.  The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior written consent of KBW.

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  7 of 9

10.Advertisements

The Company agrees that, following the closing of the Offerings, KBW has the right to place advertisements in financial and other newspapers and journals at its own expense, describing its services to the Company and a general description of such offering. In addition, the Company agrees to include in any press release or public announcement announcing any such offering a reference to KBW's role as financial advisor and sole bookrunning manager with respect to such offering, provided that the Company will submit a copy of any such press release or public announcement to KBW for its prior approval, which approval shall not be unreasonably withheld or delayed.

11.Indemnification

As KBW will be acting on behalf of the Company in connection with the Conversion and the Offerings, the Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an "Indemnified Party") to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise related to or arising out of the Conversion or the Offerings or the engagement of KBW pursuant to, or the performance by KBW of the services contemplated by, this Agreement, and will reimburse any Indemnified Party for all expenses (including legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a party; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (a) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by KBW expressly for use therein or (b) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW's gross negligence or bad faith of KBW.

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  8 of 9

of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW's aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement.  For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

The Company also agrees that neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall have any liability to the Company for or in connection with such engagement except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company which are finally judicially determined to have resulted primarily from KBW's bad faith or gross negligence.  The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party may have at common law or otherwise, including, but not limited to, any right to contribution.  For the sole purpose of enforcing and otherwise giving effect to the indemnification and contribution provisions of this agreement, the Company hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against KBW or any other indemnified party.

The Company agrees that it will not, without the prior written consent of KBW, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not KBW is an actual or potential party to such claim, action, suit, or proceeding) unless such settlement, compromise or consent includes an unconditional release of KBW from all liability arising out of such claim, action, suit or proceeding.

12. Definitive Agreement

This Agreement reflects KBW's present intention of proceeding to work with the Company on the proposed Offerings.  No legal and binding obligation is created on the part of the Company or KBW with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a mutually agreed upon agency agreement between KBW and the Company to be executed prior to commencement of the Offerings (the "Agency Agreement"), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.

The Company acknowledges and agrees that KBW's provision of services in connection with the

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

September 6th, 2017

Page of  9 of 9

Conversion and the Offerings, as contemplated herein, is expressly subject to (a) satisfactory completion of Due Diligence Review by KBW, (b) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to KBW in form and substance, (c) compliance with all applicable legal and regulatory requirements to the reasonable satisfaction of KBW and its counsel, (d) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBW's internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby.

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. Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.

By:  /s/Harold T. Hanley III	Date:
Harold T. Hanley III
Managing Director
Mid-Southern Savings Bank, FSB
Mid-Southern, M.H.C.
By:  /s/Mr. Alexander G. Babey	Date:  9-27-17
Mr. Alexander G. Babey
President & CEO

EX-1.2

Exhibit 1.2

September 6th, 2017

Mid-Southern Savings Bank, FSB

Mid-Southern, M.H.C.

300 North Water Street, P.O. Box 545

Salem, IN 47167

Attention:       Mr. Alexander G. Babey

                         President  & CEO

Re: Services of Conversion Agent and Data Processing Records Management Agent

Ladies and Gentlemen:

This letter agreement (this "Agreement") confirms the engagement of Keefe, Bruyette & Woods, Inc. ("KBW") by (i) Mid-Southern Savings Bank, FSB, Mid-Southern, M.H.C. (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the "Bank"), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the "Agent") to the Company in connection with the Bank's proposed reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the "Conversion") pursuant to the Company's Plan of Conversion and Reorganization (the "Plan of Conversion").  The sale will be to eligible persons in a subscription offering (the "Subscription Offering"), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the "Community Offering") and if necessary, through a syndicate of broker-dealers organized by KBW (a "Syndicated Community Offering") (the Subscription Offering, Community Offering, and any Syndicated Community Offering are collectively referred to herein as the "Offerings").

This Agreement sets forth the terms and conditions of KBW's engagement solely in its capacity as Agent. It is acknowledged that the terms of KBW's engagement by the Company as exclusive financial advisor in the Conversion and as sole bookrunning manager in the Offerings is set forth in a separate agreement entered into by and between KBW and the Bank (on behalf of both itself and the Company) on or about the date hereof (such separate agreement, the "Advisory Agreement").

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 2 of 12

1.            Description of Services.

As Agent, and as the Company may reasonably request, KBW will provide the services further described below (the "Services"):

1. Consolidation of Accounts and Development of a Central File, including, but not limited to the following:

· Consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements;

· Create the master file of account holders as of key record dates; and

· Provide software for the operation of the Company's Stock Information Center, including subscription management and proxy solicitation efforts.

2. Preparation of Proxy Forms; Proxy Solicitation and Special Meeting Services, including, but not limited to the following:

· Assist the Company's financial printer with labeling of proxy materials for voting;

· Provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials;

· Proxy and ballot tabulation; and

· Act as Inspector of Election for the Company's special meeting of members, if requested, assuming the election is not contested.

3. Subscription Services, including, but not limited to the following:

· Assist the Company in establishing and managing a Stock Information Center;

· Advise on the physical location of the Stock Information Center including logistical and materials requirements;

· Assist in educating Company personnel;

· Establish recordkeeping and reporting procedures;

· Supervise the Stock Information Center during the Offerings;

· Assist the Company's financial printer with labeling of offering materials for subscribing for shares of Common Stock;

· Provide support for any follow-up mailings to members, as needed, including additional solicitation materials;

· Common Stock order form processing and production of daily reports and analysis;

· Provide supporting account information to the Company's legal counsel for  "blue sky" research and applicable registration;

· Assist the Company's transfer agent with the generation and mailing of stock certificates or statements of ownership;

· Perform interest and refund calculations and provide a file to enable the Company or its transfer agent to generate interest and refund checks; and

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 3 of 12

· Create 1099-INT forms for interest reporting, as well as magnetic media reporting to the IRS, for subscribers paid $10 or more in interest for subscriptions paid by check, if this service is not provided by the Company's transfer agent.

4. Records Processing Services: KBW will provide records processing services (the "Records Processing Services") contemplated hereby. The parties hereto expressly acknowledge and agree that KBW expects to subcontract certain Records Processing Services, including without limitation certain integral data processing functions, to any one or more of its affiliates or to any other party (including non-affiliate third parties).

2.Duties and Obligations.

KBW, as Agent, hereby agrees to perform the Services in a commercially reasonable manner and to comply with all timely, appropriate and lawful instructions received from duly authorized representatives of the Company.  KBW makes no warranties regarding the rendering of the Services (including, without limitation, warranties of merchantability, security, accuracy, non-infringement, and fitness for a particular purpose), and no additional warranties may be implied from the terms of this Agreement.  The Company will: (i) inform all of its authorized representatives, which may include attorneys, agents and advisors, that KBW shall act as the exclusive Agent and that they are authorized and directed to communicate with KBW and to promptly provide KBW with all information that is reasonably requested; (ii) cause KBW to have adequate notice of, and permit KBW to attend, meetings (whether in person or otherwise) where KBW's attendance is, in the discretion of KBW, relevant, advisable or necessary; (iii) cause KBW to receive, as they become available, copies of the documents relating to the Plan of Conversion, the Conversion and the Offerings, to the extent KBW believes that such documents are necessary or appropriate for it to perform the Services and (iv) cause KBW to have adequate advance notice of any proposed changes to the Plan of Conversion, the proposed Services or the timetable of the Offerings.  Failure by the Company to keep KBW timely and adequately informed or to provide KBW with complete and accurate necessary information on a timely basis shall excuse KBW's delay in the performance of its Services and may be grounds for KBW to terminate the Services pursuant to this Agreement.

The actions to be taken by KBW hereunder are deemed by the parties to be ministerial only and not discretionary.  KBW, in its capacity as Agent under this Agreement, shall not be called upon at any time to give any advice regarding implementing the Plan of Conversion. The Company shall have the sole responsibility to make any and all decisions with respect to implementing the Plan of Conversion, including but not limited to decisions regarding which customer bank accounts are to be included in accountholder records provided to KBW.

KBW expects to subcontract certain data processing functions integral to the Services with any one or more of its affiliates or with any other party.  The fees and expenses of such subcontractor shall not be billed to the Company, unless otherwise agreed to by the parties hereto in writing.Such subcontractor shall agree to comply with the provisions of this Agreement set forth under the heading "Confidentiality and Consumer Privacy."  KBW shall be liable for any breach by its subcontractors.

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 4 of 12

3.Fees Payable to KBW.

For the Services described above, the Company agrees to pay KBW a non-refundable cash fee of $25,000 (the "Services Fee").  Such fee is based upon the requirements of current banking regulations, the Company's Plan of Conversion as currently contemplated, and the expectation that member data will be processed as of three key record dates.  Any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not exceeding $10,000 payable to KBW.  The Services Fee shall be payable as follows:  (i) $5,000 shall be payable immediately upon execution of this Agreement, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offerings.

4.Costs and Expenses; Reimbursement.

The Company will bear all of expenses in connection with the Offerings and the matters contemplated by this Agreement.  The Company shall also reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with the Services, regardless of whether the Offerings are consummated, provided that such out-of-pocket expenses shall not exceed $10,000 without the Company's written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000. Typical expenses include, but are not limited to, additional programming costs, postage, overnight delivery, telephone and travel.  Not later than two days before the closing of the Offerings, KBW will provide the Company with documentation of all reimbursable expenses of KBW, to be paid at closing. The provisions of this paragraph shall not apply to or in any way impair the indemnification, contribution or liability limitation provisions set forth in this Agreement.

5.Reliance on Information Provided.

The Company agrees to provide KBW with such information as KBW may reasonably require to carry out the Services under this Agreement (all such information so provided, the "Information).  The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of such Information in performing the Services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of the same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information (including, without limitation, accountholder records provided or processed) or to conduct any independent verification or any appraisal or physical inspection of properties or assets.

KBW, as Agent, may further rely upon the instructions and representations (whether oral or in writing) of the Company's duly authorized representatives, without inquiry or investigation.  KBW shall not be responsible for any action taken in reliance upon any signature, endorsement, assignment, certificate, order, request, notice or instruction (whether written or oral), or other instrument or document reasonably believed by it to be valid, genuine and sufficient in carrying

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 5 of 12

out its duties hereunder.  KBW shall not be liable or responsible, and shall be fully authorized and protected for, acting or failing to act in accordance with any oral instructions or requests.

6.Confidentiality and Consumer Privacy.

KBW acknowledges that the Information provided to it in connection with its engagement hereunder contains confidential and proprietary business information concerning the Company (such Information, the "Confidential Information").  KBW agrees that, except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation or legal process, it will treat as confidential all Confidential Information; provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have been instructed to be bound by the terms and conditions of this paragraph.  As used herein, the term "Confidential Information" shall not include information which (a) is or becomes available to the public other than as a result of a disclosure by KBW or its representatives in violation of this Agreement, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW or its representatives by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not known to KBW to be bound not to disclose such information pursuant to a contractual obligation of confidentiality to the Company. It is understood by the parties hereto that the receiving party shall be deemed to have satisfied its obligation to hold the Confidential Information confidential if it exercises the same care as it takes to preserve the confidentiality of its own similar information.

KBW further acknowledges that a portion of the Information provided to it in connection with its engagement hereunder will include nonpublic personal data regarding Company customers and bank account records.  KBW agrees that such information shall be deemed to be "Confidential Information" under this Agreement and shall not be used or disclosed except in accordance with the terms of this Agreement.

If at any time KBW is served with any judicial or administrative order, judgment, decree, motion, writ, or other form of judicial or administrative process which in any way affects any property of the Company, KBW is authorized to comply therewith in any reasonable manner as it or its legal counsel of its own choosing deems appropriate; provided that the Agent shall, if permissible by law or regulation, endeavor to give notice thereof to the Company.  If KBW complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, KBW shall not be liable to any of the parties, or to any other person or entity, even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

7.Limitations of Responsibilities.

KBW, as Agent, (a) shall have no duties or obligations other than the contractual obligations 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 statements of ownership or the shares of Common Stock

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 6 of 12

represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of any offer in connection with the Offerings or otherwise; (c) shall not be obliged to take any legal action hereunder which might in its sole judgment involve any expense or liability, unless it shall have been furnished with indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

The duties, responsibilities and obligations of KBW, as Agent, shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied.  KBW, in its capacity as Agent, shall not be subject to, nor required to comply with, any other agreement between or among any or all of the parties hereto and/or any other person or entity, even though reference thereto may be made herein or therein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any person or entity other than the Company.

KBW, as Agent in furnishing services to the Company under this Agreement, is acting only as an independent contractor and is not a fiduciary of, nor will its entering into this Agreement give rise to fiduciary duties to, the Company.  KBW does not undertake by this Agreement or otherwise to perform any obligation of the Company, whether regulatory, contractual, or otherwise.  KBW has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by it under this Agreement unless otherwise provided in this Agreement.  The Company understands and agrees that KBW may perform services substantially similar to those to be performed hereunder for others, and nothing herein is intended to restrict or prohibit KBW from performing such services for others.

No implied duties or obligations shall be read into this Agreement against KBW, and KBW, in its capacity as such, shall not be bound by any provision of any agreement between the Company and any other person or entity other than this Agreement, and KBW shall have no duty to inquire into, or to take into account its knowledge of, the terms and conditions of any agreement made or entered into in connection with this Agreement.

8.Indemnification; Contribution; Limitations of Liability.

The Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees, and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an "Indemnified Party") to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, and reasonably related to or arising out of the engagement of KBW pursuant to, and the performance by KBW of the services contemplated by, this Agreement , and will reimburse any Indemnified Party for all expenses (including legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 7 of 12

or proceeding arising therefrom, whether or not KBW is a party.  The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBW's bad faith or gross negligence.

If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW's aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement.  For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.

The Company also agrees that neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall have any liability to the Company for or in connection with such engagement except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company which are finally judicially determined to have resulted primarily from KBW's bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party may have at common law or otherwise, including, but not limited to, any right to contribution.  For the sole purpose of enforcing and otherwise giving effect to the provisions of this Agreement, the Company hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against KBW or any other Indemnified Party.

KBW shall not be responsible nor liable for delays, errors or omissions arising from, relating to or made in connection with circumstances beyond its reasonable control, including but not limited to, acts or omissions of the Company or any of its advisors or agents, acts of governmental authorities, acts of civil commotion or riot, insurrection, acts of military authority, war or acts of war or terrorism, national emergencies, labor difficulties, fire, flood, weather-related problems, acts of God or nature, mechanical or electrical breakdown, computer problems, failure or unavailability of communications or power supply or any change in law or regulation materially affecting KBW or the Company.

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 8 of 12

In no event shall KBW be liable for: (i) acting in accordance with or relying upon any instruction, request, notice, demand, certificate, order or document from the Company or any authorized representative acting on its behalf or (ii) for any consequential, indirect, incidental, punitive, exemplary or special damages of any kind whatsoever (including but not limited to lost profits) even if KBW has been advised of the possibility of such damages.  Any liability of KBW shall be limited to the amount of fees paid to KBW for the Services performed by KBW as Agent pursuant to this Agreement. A claim by Company for a return of fees paid to KBW by the Company for the Services performed as Agent pursuant to this Agreement shall be the sole and exclusive remedy for any damages.  This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted.

The Company agrees that it will not, without the prior written consent of KBW, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not KBW is an actual or potential party to such claim, action, suit, or proceeding) unless such settlement, compromise or consent includes an unconditional release of KBW from all liability arising out of such claim, action, suit or proceeding.

It is understood that KBW's engagement referred to above may be embodied in one or more separate written agreements and that, in connection with such engagement, KBW may also be requested to provide additional services or to act for the Company in one or more additional capacities.  The indemnification provided hereunder shall apply to said engagement, any such additional services or activities and any modification, and shall remain in full force and effect following the completion or termination of KBW's engagement or this Agreement.

9.Commencement and Termination.

This Agreement shall commence immediately upon execution hereof by all parties and shall continue in force until the consummation or termination of the Conversion or the Offerings or the termination of this Agreement.  This Agreement may only be terminated by the Company for cause due to action by KBW constituting a material violation of applicable law or a material breach of this Agreement, which breach remains uncured for ten (10) business days after written notice of such breach is delivered by the Company to KBW.  This Agreement may only be terminated by KBW in the event of one or more of the following: (i) termination of the Advisor Agreement; (ii) circumstances described in this Agreement in the second paragraph under the heading "Miscellaneous";(iii)action by the Company constituting a material violation of applicable law or a material breach of this Agreement (including as described in this Agreement in the first paragraph under the heading "Duties and Obligations" or failure to pay the fees and expenses of KBW as set forth herein), which breach remains uncured for ten (10) business days after written notice of breach is delivered by KBW to the Company or (iv) any proceeding in bankruptcy, reorganization, rehabilitation, guaranty fund action, receivership or insolvency is commenced by or against the Company, the Company shall become insolvent, or cease paying its obligations as they become due.

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 9 of 12

10.Survival of Obligations.

The covenants and agreements of the parties hereto, including those set forth under "Indemnification; Contribution; Limitations of Liability" above, will remain in full force and effect and will survive the consummation of the Conversion and the Offerings or the termination of this Agreement, and KBW, its affiliates, the officers, directors, employees and agents of KBW and any of its affiliates, and any person controlling KBW and any of its affiliates, shall be entitled to the benefit of the covenants and agreements thereafter.

11.Miscellaneous.

The parties hereto acknowledge that there are no third party beneficiaries to this Agreement, which is for the exclusive benefit of the parties hereto.  No other person or entity or their respective heirs, successors and assigns shall be deemed to have any legal or equitable right, remedy or claim hereto.

In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by KBW hereunder, KBW will provide the Company a reasonable opportunity to resolve such uncertainty or ambiguity and in the event that such uncertainty or ambiguity is unresolved KBW may, in its sole discretion, take any action it deems appropriate or refrain from taking any action unless and until KBW receives written instructions from the Company clarifying the ambiguity or uncertainty, and KBW shall not be liable for acting or the failure to take any action during this period.  In the event of any disagreement between the Company and any other person or entity resulting in adverse claims and demands being made herein or affected hereby, KBW shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition under this Agreement, and in so doing shall be entitled to continue to refrain from acting until: (i) the right of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court of competent jurisdiction or (ii) all differences shall have been settled by agreement among the adverse claimants and the Company or other persons or entities and KBW shall have been notified in writing of such agreement signed by the Company and the adverse person(s) or entity(ies).  In the event of such disagreement, KBW may, but need not, tender into the registry or custody of any court of competent jurisdiction all property in KBW's possession pursuant to the terms of this Agreement, together with such legal proceedings as KBW deems appropriate, and thereupon KBW shall be discharged from all further duties under this Agreement.  The filing of any such legal proceeding shall not deprive KBW of compensation or expenses paid or payable hereunder for Services, and KBW shall not be liable with respect to any suspension of performance, delay or otherwise as a result of the tendering of such property.  KBW shall have no obligation to take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve KBW in any cost, expense, loss or liability unless indemnification, satisfactory to KBW, in its sole discretion, shall be furnished by the Company. KBW shall be indemnified for all reasonable costs (including employee time at the employee's hourly rate determined by his annual salary) and reasonable attorneys' fees and expenses in connection with any such action.

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 10 of 12

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 supersedes any other agreements, either oral or written, among the parties hereto with respect to the specific subject matter hereof, but not any engagement, underwriting, agency or other agreements among the parties pursuant to which KBW is acting as the Company's financial advisor, underwriter, placement agent, investment banker or in any similar capacity, including without limitation the Advisory Agreement. Except as specifically set forth herein, each party hereto acknowledges that no representation, inducement, promise or agreement, written, oral or otherwise, has been made by any party, or anyone acting on behalf of any party, which is not embodied or expressly stated herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding in relation to the Services.  The Company hereby acknowledges and agrees that: (i) KBW has made full and complete disclosure to the Company of the possibility or existence of any conflict of interest resulting from KBW serving as both data processing records management agent pursuant to this Agreement and as financial advisor, underwriter, placement agent, investment banker or in any similar capacity pursuant to the Advisory Agreement or any other separate agreement and (ii) having received full disclosure thereof, the Company hereby waives any such conflict of interest and consents to KBW serving in such dual capacity.

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.  Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

This Agreement may be executed in several counterparts, which taken together, shall constitute one and the same document. All section headings used herein are for convenience and ease of reference only and do not constitute part of this Agreement and shall not be referred to for the purpose of defining, interpreting, construing or enforcing any of the provisions of this Agreement. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties to this Agreement may require.

This Agreement may not be assigned by any party without the prior written consent of the other parties hereto and any purported assignment made in violation of the foregoing shall be void and have no legal effect; except that consent is not required for an assignment to a KBW affiliate or successor in interest.  This Agreement may be modified only by a written amendment signed by all of the parties hereto and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged. No waiver of the breach of any provision or term of this Agreement shall be deemed or construed to be a waiver of any other or subsequent breach.

Should any term or provision, or portion of such provision, of this Agreement be invalid or unenforceable, the scope thereof or the period covered thereby or otherwise, such term, provision, or portion of such provision, shall be deemed to be reduced and limited to enable

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 11 of 12

KBW or the Company, as applicable, to enforce it to the maximum extent permissible under the laws and public policies applied under the jurisdiction in which enforcement is sought. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement which shall be construed to preserve, to the maximum extent permissible, the intent and purposes of this Agreement.  Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such terms or provisions in any other jurisdiction.

All media releases, public announcements and public disclosures by either party or its  agents relating to this Agreement or the subject matter of this Agreement, but not including any announcement intended solely for internal distribution at such party or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of such party, shall be coordinated with and approved by the other party prior to the release thereof, which approval shall not be unreasonably withheld.

12.Notices.

Except as otherwise contemplated by this Agreement, all notices, demands, requests or other communications which may be or are required to be given, served or sent by any party to any other party pursuant to this Agreement, other than in the normal course of conducting the Services, can be by certified or registered mail, personal delivery or transmitted by any standard form of telecommunication with proof of delivery addressed as follows:

 (a) If to the Agent:

Keefe, Bruyette & Woods, Inc.

70 W Madison, Suite 2401

Chicago, IL 60602

Attn: Harold T. Hanley III

Telephone:  (312) 423-8270

Fax:  (312) 423-8232

If to the Company:

Mid-Southern Savings Bank, FSB

300 North Water Street, P.O. Box 545

Salem, IN 47167

Attn: Alexander G. Babey

Mid-Southern Savings Bank, FSB

September 6th, 2017

Page 12 of 12

Each party may designate by notice in writing a new address/addressee to which any notice, demand, request or communication may thereafter be provided. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.

By:          /s/Harold T. Hanley III	Date:
Harold T. Hanley III
Managing Director
Mid-Southern Savings Bank, FSB
Mid-Southern, M.H.C.
By:          /s/Alexander G. Babey	Date:  9-27-17
Alexander G. Babey
President  & Chief Executive Officer

EX-2

Exhibit 2

PLAN OF CONVERSION

AND REORGANIZATION

OF

MID-SOUTHERN, M.H.C.

as adopted on:

January 24, 2018

TABLE OF CONTENTS
		PAGE
1.	INTRODUCTION	1
2.	DEFINITIONS	1
3.	PROCEDURES FOR CONVERSION	6
4.	HOLDING COMPANY APPLICATIONS AND APPROVALS	7
5.	SALE OF SUBSCRIPTION SHARES	7
6.	PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES	8
7.	RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY	9
8.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)	9
9.	SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)	9
10.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)	10
11.	SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)	10
12.	COMMUNITY OFFERING	10
13.	SYNDICATED COMMUNITY OFFERING AND/OR FIRM COMMITMENT UNDERWRITTEN OFFERING	11
14.	ADDITIONAL LIMITATIONS ON PURCHASES	11
15.	PAYMENT FOR SUBSCRIPTION SHARES	13
16.	MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS	13
17.	UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT	14
18.	RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES	14
19.	ESTABLISHMENT OF LIQUIDATION ACCOUNT	15
20.	VOTING RIGHTS OF STOCKHOLDERS	16
21.	RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION	16
22.	REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION	17
23.	TRANSFER OF DEPOSIT ACCOUNTS	17
24.	REGISTRATION AND MARKETING	17
25.	TAX RULINGS OR OPINIONS	17
26.	STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS	18
27.	PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK	18
28.	ARTICLES OF INCORPORATION AND BYLAWS	19
29.	CONSUMMATION OF CONVERSION AND EFFECTIVE DATE	19
30.	EXPENSES OF CONVERSION	19
31.	AMENDMENT OR TERMINATION OF PLAN	19
32.	CONDITIONS TO CONVERSION	19
33.	INTERPRETATION	20

EXHIBIT A	FORM OF AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER
EXHIBIT B	ARTICLES OF INCORPORATION OF THE HOLDING COMPANY
EXHIBIT C	BYLAWS OF THE HOLDING COMPANY

PLAN OF CONVERSION AND REORGANIZATION OF

MID-SOUTHERN, M.H.C.

1. INTRODUCTION

This Plan of Conversion and Reorganization (the "Plan") provides for the conversion of Mid-Southern, M.H.C., a federal mutual holding company (the "Mutual Holding Company"), into the capital stock form of organization.  The Mutual Holding Company currently owns a majority of the common stock of Mid-Southern Savings Bank, FSB (the "Bank"), a federally chartered stock savings bank. Mid-Southern Bancorp, a new Indiana stock holding company (the "Holding Company") will be established as part of the Conversion and will succeed to all the rights and obligations of the Mutual Holding Company and issue Holding Company Common Stock in the Conversion. The purpose of the Conversion is to convert the Mutual Holding Company to the capital stock form of organization which will provide the Bank and the Holding Company with additional capital to grow and to respond to changing regulatory and market conditions and with greater flexibility to effect corporate transactions, including mergers, acquisitions and branch expansions. The Holding Company Common Stock will be offered in the Offering upon the terms and conditions set forth herein. The subscription rights granted to Participants in the Subscription Offering are set forth in Sections 8 through 11 hereof. All sales of Holding Company Common Stock in the Community Offering, the Syndicated Community Offering, the Firm Commitment Underwritten Offering, or in any other manner permitted by the FRB, will be at the sole discretion of the Boards of Directors of the Bank and the Holding Company. As part of the Conversion, each Minority Stockholder will receive Holding Company Common Stock in exchange for Minority Shares. The Conversion will have no impact on depositors, borrowers or other customers of the Bank. After the Conversion, the Bank's insured deposits will continue to be insured by the FDIC to the extent provided by applicable law.

This Plan has been adopted by the Boards of Directors of the Mutual Holding Company and the Bank. This Plan also must be approved by at least (i) a majority of the total number of outstanding votes entitled to be cast by Voting Members at the Special Meeting of Members, (ii) two-thirds of the outstanding common stock of the Bank entitled to be cast at the Meeting of Stockholders, and (iii) a majority of the outstanding shares of common stock of the Bank entitled to be cast by Minority Stockholders at the Meeting of Stockholders. Approval of the Plan by the Voting Members shall constitute approval of the MHC Merger by Voting Members in their capacity as members of the Mutual Holding Company.  Approval of the Plan by Stockholders of the Bank, including the Minority Stockholders, shall constitute approval of the Agreement and Plan of Share Exchange and Merger by the Stockholders of the Bank.  The FRB must approve this Plan before it is presented to Voting Members and Stockholders of the Bank for their approval.

2. DEFINITIONS

For the purposes of this Plan, the following terms have the following 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 who acts in concert with another Person ("other party") shall also be deemed to be Acting in Concert with any Person who is also Acting in Concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be Acting in Concert with its trustee or a Person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Affiliate — Any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person.

Agreement and Plan of Share Exchange and Merger — The Agreement and Plan of Share Exchange and Merger between the Mutual Holding Company, the Holding Company and the Bank pursuant to which the Minority Stockholders will receive the Exchange Shares, members of the Mutual Holding Company will receive an interest in the Liquidation Account, and the MHC Merger will be consummated, in the form attached hereto as Exhibit A.

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 shares of Conversion Stock to be issued in the Conversion, as determined by the Independent Appraiser prior to the Subscription Offering and as it may be amended from time to time thereafter. The maximum and minimum of the Appraised Value Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Appraised Value Range.

Articles of Merger — The Articles of Merger filed with the Indiana Secretary of State and any similar documents in connection with the consummation of the transactions set forth in the Agreement and Plan of Share Exchange and Merger.

Associate — The term Associate when used to indicate a relationship with any Person, means (i) any corporation or organization (other than the Mutual Holding Company, the Bank or a majority-owned subsidiary of the Mutual Holding Company or 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 (A) who lives in the same home as such person or (B) who is a Director or Officer of the Mutual Holding Company, the Bank or the Holding Company, or any of their parents or subsidiaries.

Bank — Mid-Southern Savings Bank, FSB, Salem, Indiana.

Bank Liquidation Account – The Liquidation Account established in the Bank in connection with the Conversion.

Code — The Internal Revenue Code of 1986, as amended.

Community — each county in which the Bank has an office, which includes Washington, Lawrence and Orange counties in the State of Indiana.

Community Offering — The offering of Subscription Shares not subscribed for in the Subscription Offering for sale to certain members of the general public directly by the Holding Company. The Community Offering may occur concurrently with the Subscription Offering and any Syndicated Community Offering.

Control — (including the terms "controlling," "controlled by," and "under common control with") means the direct or indirect power to direct or exercise a controlling influence over the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Conversion — The conversion and reorganization of the Mutual Holding Company to stock form pursuant to this Plan, and all steps incident or necessary thereto, including the Offering and the Exchange Offering.

Conversion Stock — The Subscription Shares and the Exchange Shares.

2

Deposit Account — Any withdrawable account, including, without limitation, savings, time, demand, NOW accounts, money market, certificate and passbook accounts.

Director — A member of the Board of Directors of the Bank, the Holding Company or the Mutual Holding Company, as appropriate in the context.

Eligible Account Holder — Any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining subscription rights and establishing subaccount balances in the Liquidation Account.

Eligibility Record Date — The date for determining Eligible Account Holders of the Bank, which is the close of business on December 31, 2016.

Employees — All Persons who are employed by the Bank, the Holding Company or the Mutual Holding Company or any of their Affiliates.

Employee Plans — Any one or more Tax-Qualified Employee Stock Benefit Plans of the Bank or the Holding Company, including any ESOP and 401(k) Plan.

ESOP — The Bank's Employee Stock Ownership Plan and related trust.

Exchange Offering — The offering of Holding Company Common Stock to Minority Stockholders in exchange for Minority Shares.

Exchange Ratio — The rate at which shares of Holding Company Common Stock are exchanged for Minority Shares upon consummation of the Conversion. The Exchange Ratio shall be determined as of the closing of the Conversion and shall be the rate that will result in the Minority Stockholders owning in the aggregate the same percentage of the outstanding shares of Holding Company Common Stock immediately upon completion of the Conversion as the percentage of Bank common stock owned by them in the aggregate immediately prior to the consummation of the Conversion.

Exchange Shares — The shares of Holding Company Common Stock issued to Minority Stockholders in the Exchange Offering.

FDIC — The Federal Deposit Insurance Corporation.

FRB —The Board of Governors of the Federal Reserve System.

Firm Commitment Underwritten 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 and/or Syndicated Community Offering, to members of the general public through one or more underwriters. A Firm Commitment Underwritten Offering may occur concurrently with the Subscription Offering and any Community Offering and/or Syndicated Community Offering.

Holding Company — Mid-Southern Bancorp, an Indiana corporation formed for the purpose of acquiring all of the shares of capital stock of the Bank in connection with the Conversion.

Holding Company Common Stock — The common stock, par value $0.01 per share, of the Holding Company.

Independent Appraiser — The appraiser retained by the Mutual Holding Company and the Bank to prepare an appraisal of the pro forma market value of the Holding Company.

Liquidation Account — The account representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in exchange for their interest in the Mutual Holding Company in connection with the Conversion.

3

Majority Ownership Interest — A fraction, the numerator of which is equal to the number of shares of Bank common stock owned by the Mutual Holding Company immediately prior to the completion of the Conversion, and the denominator of which is equal to the total number of shares of Bank common stock issued and outstanding immediately prior to the completion of the Conversion.

Meeting of Stockholders — The special or annual meeting of stockholders of the Bank and any adjournments thereof held to consider and vote upon this Plan.

MHC Merger — The Mutual Holding Company merger with and into the Holding Company pursuant to the Agreement and Plan of Share Exchange and Merger, in which the Holding Company is the resulting entity,  immediately prior to completion of the Conversion, as set forth in this Plan.

Minority Shares — Any outstanding common stock of the Bank, or shares of common stock of the Bank issuable upon the exercise of options or grant of stock awards, owned by persons other than the Mutual Holding Company.

Minority Stockholder — Any owner of Minority Shares.

Mutual Holding Company — Mid-Southern, M.H.C., the mutual holding company of the Bank.

OCC — Office of the Comptroller of the Currency.

Offering — The offering and issuance, pursuant to this Plan, of Holding Company Common Stock in a Subscription Offering, Community Offering, Syndicated Community Offering and/or Firm Commitment Underwritten Offering, as the case may be. The term "Offering" does not include Holding Company Common Stock issued in the Exchange Offering.

Offering Range — The range of the number of shares of Holding Company Common Stock offered for sale in the Offering multiplied by the Subscription Price. The Offering Range shall be equal to the Appraised Value Range multiplied by the Majority Ownership Interest. The maximum and minimum of the Offering Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Offering Range.

Officer — 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 acknowledgments) sent to any Person containing, among other things, a description of the alternatives available to such Person under the Plan and by which any such Person may make elections regarding subscriptions for Subscription Shares.

Other Member — A Voting Member who is not an Eligible Account Holder or Supplemental Eligible Account Holder.

Participant — Any Eligible Account Holder, Employee Plan, Supplemental Eligible Account Holder or Other Member.

Person — An individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust, an unincorporated organization, or a government or political subdivision of a government.

Plan — This Plan of Conversion and Reorganization of the Mutual Holding Company as it exists on the date hereof and as it may hereafter be amended in accordance with its terms.

4

Prospectus — The one or more documents used in offering the Conversion Stock.

Qualifying Deposit — The aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50, 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 $50. The term "Qualifying Deposit" shall also include the aggregate balance of all Deposit Accounts of not less than $50.

Resident — Any Person who occupies a dwelling within the Community, has a present intent to remain within the Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Community together with an indication that such presence within the Community is something other than merely transitory in nature. To the extent the Person is a corporation or other business entity, the place of business or headquarters shall 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 Mutual Holding Company and the Bank may utilize deposit or loan records or such other evidence provided to it to make a determination as to whether a Person is a resident. In all cases, however, such a determination shall be in the sole discretion of the Mutual Holding Company and the Bank. A Person must be a "Resident" for purposes of determining whether such Person "resides" in the Community as such term is used in this Plan.

SEC — The U.S. Securities and Exchange Commission.

Special Meeting of Members — The special or annual meeting of Voting Members and any adjournments thereof held to consider and vote upon this Plan.

Stockholder — Any owner of outstanding common stock of the Bank, including the Mutual Holding Company.

Subscription Offering — The offering of Subscription Shares to Participants.

Subscription Price — The price per Subscription Share to be paid by Participants and others in the Offering. The Subscription Price will be determined by the Board of Directors of the Holding Company and fixed prior to the commencement of the Subscription Offering.

Subscription Shares — Shares of Holding Company Common Stock offered for sale in the Offering. Subscription Shares do not include shares of Holding Company Common Stock issued in exchange for Minority Shares in the Exchange Offering.

Supplemental Eligible Account Holder — Any Person, other than Directors and Officers of the Mutual Holding Company, and the Bank  (unless the FRB grant a waiver permitting a Director or Officer to be included) and their Associates, holding a Qualifying Deposit on the Supplemental Eligibility Record Date.

Supplemental Eligibility Record Date — The date for determining Supplemental Eligible Account Holders, which shall be the last day of the calendar quarter preceding FRB approval of the application for conversion. The Supplemental Eligibility Record Date will only occur if the FRB 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.

Tax-Qualified Employee Stock Benefit Plan — Any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be "qualified" under Section 401 of the Internal Revenue Code. The Bank

5

may make scheduled discretionary contributions to a tax-qualified employee stock benefit plan, provided such contributions do not cause the Bank to fail to meet its regulatory capital requirements. A "Non-Tax-Qualified Employee Stock Benefit Plan" is any defined benefit plan or defined contribution plan which is not so qualified.

Voting Member — Any Person holding a Deposit Account in the Bank as of the Voting Record Date.

Voting Record Date — The date fixed by the Directors for determining eligibility to vote at the Special Meeting of Members and/or the Meeting of Stockholders.

3. PROCEDURES FOR CONVERSION

A.After approval of the Plan by the Boards of Directors of the Bank and the Mutual Holding Company, the Plan, together with all other requisite material, shall be submitted to the FRB for approval. Notice of the adoption of the Plan by the Boards of Directors of the Bank and the Mutual Holding Company will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of the Plan will be made available at each office of the Bank for inspection by members. The Mutual Holding Company will publish a notice of the filing with the FRB of an application to convert in accordance with the provisions of the Plan as well as notices required in connection with the consummation of the transactions contemplated by the Agreement and Plan of Share Exchange and Merger or other applications required to complete the Conversion.

B.Promptly following approval by the FRB, the Plan will be submitted to a vote of the Voting Members at the Special Meeting of Members and of the Stockholders of the Bank at the Meeting of Stockholders. The Mutual Holding Company will mail to all Voting Members, at their last known address appearing on the records of the Bank, a proxy statement in either long or summary form describing the Plan, which will be submitted to a vote of Voting Members at the Special Meeting of Members. The Bank will mail to all Stockholders a proxy statement describing the Plan, which will be submitted to a vote of Stockholders at the Meeting of Stockholders and the Stockholders shall have the dissenter rights provided in 12 CFR 5.33(g)(3) with respect to the exchange of their Bank common stock for Holding Company Common Stock. The Holding Company also will mail to all Participants a Prospectus and Order Form for the purchase of Subscription Shares. In addition, all Participants will receive, or will be given the opportunity to request by either telephone or by letter addressed to the Bank's Secretary, a copy of the Plan as well as the articles of incorporation and bylaws of the Holding Company. The Plan must be approved by at least (i) a majority of the total number of votes entitled to be cast by Voting Members at the Special Meeting of Members, (ii) two-thirds of the outstanding shares of common stock of the Bank entitled to be cast at the Meeting of Stockholders, and (iii) a majority of the outstanding shares of common stock of the Bank entitled to be cast by Minority Stockholders at the Meeting of Stockholders. Upon such approval of the Plan, the Holding Company, the Mutual 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 of the approval of the Plan by Voting Members, unless a longer time period is permitted by governing laws and regulations.

C.The period for the Subscription Offering will be not less than 20 days nor more than 45 days, unless extended. Any shares of Holding Company Common Stock for which subscriptions have not been received in the Subscription Offering may be issued in a Community Offering, a Syndicated Community Offering, a Firm Commitment Underwritten Offering or in any other manner permitted by the FRB. All sales of shares of Holding Company Common Stock must be completed within 45 days after the last day of the Subscription Offering, unless the offering period is extended by the Mutual Holding Company and the Holding Company with the approval of the FRB.

D.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. The choice of which method to use to effect the Conversion will be made by the Board of Directors of the Mutual Holding Company immediately prior to the closing of the Conversion. Each of the steps set forth below shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to the Plan, the intent of the Boards of Directors of the Mutual Holding Company and the Bank, and applicable regulations and policies. Approval of the Plan by Voting Members and Stockholders of the Bank also shall constitute approval of each of the transactions necessary to implement the Plan.

6

(1) The Mutual Holding Company will establish the Holding Company as a first-tier Indiana-chartered stock holding company subsidiary.

(2) Pursuant to the Agreement and Plan of Share Exchange and Merger and subject to the dissenters rights of the Stockholders set forth in Section 3.B (a) the Minority Shares will automatically, without any further action on the part of the holders thereof, be exchanged for Holding Company Stock based on the Exchange Ratio, (b) the shares of Bank common stock held by the Mutual Holding Company will automatically, without any further action on the part of the Mutual Holding Company, be exchanged for Holding Company Common Stock based on the Majority Ownership Interest, which shares of Holding Company Common Stock shall be constructively received by the Mutual Holding Company, (c) the Holding Company Common Stock constructively received by the Mutual Holding Company together with the Holding Company Common Stock issued to the Mutual Holding Company upon the formation of the Holding Company will automatically, without any further action on the part of the Mutual Holding Company, be cancelled in  the MHC Merger and members of the Mutual Holding Company will in the MHC Merger automatically, without any further action on their part, constructively receive an interest in the Liquidation Account equivalent to, and in exchange for, their ownership interest in the Mutual Holding Company, and (d) the Mutual Holding Company will be merged with and into the Holding Company with the Holding Company being the resulting entity.

(3) Immediately after the MHC Merger, the Holding Company will offer for sale the Holding Company Common Stock in the Offering.

(4) The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in exchange for common stock of the Bank.

E.As part of the Conversion, each of the Minority Shares shall automatically, without further action of the holder thereof, be converted into and become the right to receive Holding Company Common Stock based upon the Exchange Ratio. The basis for exchange of Minority Shares for Holding Company Common Stock shall be fair and reasonable. Options to purchase shares of Bank common stock which are outstanding immediately prior to the consummation of the Conversion shall be converted into options to purchase shares of Holding Company Common Stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the Exchange Ratio so that the aggregate exercise price remains unchanged, and with the duration of the option remaining unchanged.

F.The Holding Company shall register the Conversion Stock with the SEC and any appropriate state securities authorities. In addition, the Bank shall prepare preliminary proxy materials as well as other applications and information for review by the SEC in connection with the solicitation of Stockholder approval of the Plan.

G.All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mutual Holding Company shall be automatically transferred to and vested in the Holding Company by virtue of the Conversion without any deed or other document of transfer. The Holding Company, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Mutual Holding Company. The Holding Company shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mutual Holding Company immediately prior to the Conversion, including liabilities for all debts, obligations and contracts of the Mutual Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mutual Holding Company.

H.The Articles of Incorporation and Bylaws of the Holding Company shall read in the form of Exhibit B and Exhibit C, respectively.

7

I.The 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 offices of the Mutual Holding Company.

4. HOLDING COMPANY APPLICATIONS AND APPROVALS

The Boards of Directors of the Mutual Holding Company, the Holding Company and the Bank will take all necessary steps to form the Holding Company, consummate the Exchange Offering and the MHC Merger as provided in the Agreement and Plan of Share Exchange and Merger, and complete the Offering. The Mutual Holding Company, Bank and Holding Company shall make timely applications to the FRB and filings with the SEC for any requisite regulatory approvals to complete the Conversion.

5. SALE OF SUBSCRIPTION SHARES

The Subscription Shares will be offered simultaneously in the Subscription Offering to the Participants in the respective priorities set forth in this Plan. The Subscription Offering may begin as early as the mailing of the proxy statement for the Special Meeting of Members. The Holding Company Common Stock will not be insured by the FDIC. The Bank will not extend credit to any Person to purchase shares of Holding Company Common Stock.

Any shares of Holding Company Common Stock for which subscriptions have not been received in the Subscription Offering may be issued in the Community Offering, subject to the terms and conditions of this Plan. The Community Offering, if any, will involve an offering of all unsubscribed shares of Holding Company Common Stock directly to the general public with a preference to those natural persons residing in the Community. The Community Offering may begin simultaneously or later than the Subscription Offering. The offer and sale of Holding Company Common Stock prior to the Special Meeting of Members, however, is subject to the approval of the Plan by the Voting Members and the Stockholders, including Minority Stockholders.

If feasible, any shares of Holding Company Common Stock remaining after the Subscription Offering period and the Community Offering period (should one be conducted) may be sold in a Syndicated Community Offering, a Firm Commitment Underwritten Offering or in any manner approved by the FRB that will achieve a widespread distribution of the Holding Company Common Stock. The issuance of Holding Company Common Stock in the Subscription Offering and any Community Offering will be consummated simultaneously on the date the sale of Holding Company Common Stock in any Syndicated Community Offering and/or Firm Commitment Underwritten Offering is consummated, and only if the required minimum number of shares of Holding Company Common Stock has been issued.

6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES

The total number of shares of Conversion Stock to be offered in the Conversion will be determined jointly by the Boards of Directors of the Mutual Holding Company and the Holding Company immediately prior to 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 multiplied by the Majority Ownership Interest. 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 FRB, and the maximum of the Appraised Value Range may be increased by up to 15% subsequent to the commencement of the Subscription Offering to reflect changes in market and financial conditions or demand for the shares. The number of shares of Conversion Stock issued in the Conversion will be equal to the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price, and the number of Subscription Shares issued in the Offering will be equal to the product of (i) the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price, and (ii) the Majority Ownership Interest.

In the event that the Subscription Price multiplied by the number of shares of Conversion Stock to be issued in the Conversion is below the minimum of the Appraised Value Range, or materially above the maximum of the Appraised Value Range, a resolicitation of purchasers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range will not be deemed material so as to require a resolicitation. Any

8

such resolicitation shall be effected in such manner and within such time as the Mutual Holding Company, the Bank and the Holding Company shall establish, if all required regulatory approvals are obtained.

Notwithstanding the foregoing, shares of Conversion Stock will not be issued unless, prior to the consummation of the Conversion, the Independent Appraiser confirms to the Mutual Holding Company, the Holding Company and the FRB, 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 shares of Conversion Stock issued in the Conversion 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 and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, or hold a new Offering and Exchange Offering or take such other action as the FRB may permit.

The Holding Company Common Stock to be issued in the Conversion shall be fully paid and nonassessable.

7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY

The Holding Company may retain up to 50% of the net proceeds of the Offering. The Holding Company believes that the Offering proceeds will provide economic strength to the Holding Company and the Bank for the future in a highly competitive and regulated financial services environment, and would support growth in the operations of the Holding Company and the Bank through increased lending, acquisitions of financial service organizations, continued diversification into other related businesses and other business and investment purposes, including the possible payment of dividends and possible future repurchases of the Holding Company Common Stock as permitted by applicable regulations and policies.

8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)

A.Each Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 20,000 shares of Holding Company Common Stock, 0.10% of the total number of shares of Holding Company 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 purchase limitations specified in Section 14.

B.In the event that Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Eligible Account Holders so as to permit each subscribing Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which such Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

C.Subscription rights as Eligible Account Holders received by Directors and Officers and their Associates that are based on 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 FRB.

9

9. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)

The Employee Plans of the Holding Company and the Bank shall have subscription rights to purchase in the aggregate up to 10% of the Subscription Shares issued in the Offering, including any Subscription Shares to be issued as a result of an increase in the maximum of the Offering Range after commencement of the Subscription Offering and prior to completion of the Conversion.  Alternatively, if permitted by the FRB, the Employee Plans may purchase all or a portion of such shares in the open market. 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.

10. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)

A.Each Supplemental Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 20,000shares of Holding Company Common Stock, 0.10% of the total number of shares of Holding Company 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 subject to the purchase limitations specified in Section 14.

B.In the event that Supplemental Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Supplemental Eligible Account Holders so as to permit each such subscribing Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Supplemental Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each such Supplemental Eligible Account Holder bears to the total amount of the Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

11. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)

A.Each Other Member shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 20,000shares of Holding Company Common Stock or 0.10% of the total number of shares of Holding Company Common Stock issued in the Offering, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders and subject to the purchase limitations specified in Section 14.

B.In the event that such Other Members subscribe for a number of Subscription Shares which, when added to the Subscription Shares subscribed for by the Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of Subscription Shares to be issued, the available shares will be allocated to Other Members so as to permit each such subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Other Member has subscribed. Any remaining shares will

10

be allocated among the subscribing Other Members whose subscriptions remain unsatisfied in the proportion that the amount of the subscription of each such Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.

12. COMMUNITY OFFERING

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 which may use a broker, dealer, consultant or investment banking firm experienced and expert in the sale of savings institutions' securities. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. In the event orders for Holding Company Common Stock in the Community Offering exceed the number of shares available for sale, shares may be allocated (to the extent shares remain available) first to cover orders of natural persons residing in the Community, next to cover orders of Minority Stockholders as of the Voting Record Date for the Meeting of Stockholders, and thereafter to cover orders of other members of the general public. In the event orders for Holding Company Common Stock exceed the number of shares available for sale in a category pursuant to the distribution priorities described above, shares will be allocated within the category so that each member of that category will receive the lesser of 100 shares or their ordered amount and thereafter remaining shares will be allocated on an equal number of shares basis per order. In addition, orders received for Holding Company Common Stock in the Community Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. The Mutual Holding Company and the Holding Company shall use their best efforts consistent with this Plan to distribute Holding Company 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. Any Person may purchase up to 20,000shares of Holding Company Common Stock in the Community Offering, subject to the purchase limitations specified in Section 14.

13. SYNDICATED COMMUNITY OFFERING AND/OR FIRM COMMITMENT UNDERWRITTEN OFFERING

If feasible, the Boards of Directors of the Mutual Holding Company and the Holding Company may determine to offer Subscription Shares not sold in the Subscription Offering or the Community Offering, if any, for sale in a Syndicated Community Offering, subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, in a manner that will achieve the widest distribution of Holding Company Common Stock, 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 Holding Company Common Stock, subject to the purchase limitations specified in Section 14. In addition, orders received for Holding Company Common Stock in the Syndicated Community Offering, unless waived by the FRB, will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided that the Subscription Offering has begun, the Holding Company may begin the Syndicated Community Offering at any time.

If feasible, the Boards of Directors of the Mutual Holding Company and the Holding Company may determine to offer Subscription Shares not sold in the Subscription Offering or any Community Offering or Syndicated Community Offering, for sale in a Firm Commitment

11

Underwritten Offering subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Firm Commitment Underwritten Offering. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Underwritten Offering at any time.

If for any reason a Syndicated Community Offering or Firm Commitment Underwritten Offering of shares of Holding Company Common Stock not sold in the Subscription Offering or any Community Offering cannot be effected, or in the event that any insignificant residue of shares of Holding Company Common Stock is not sold in the Subscription Offering or any Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering, the Holding Company will use its best efforts to make other arrangements for the disposition of unsubscribed shares aggregating at least the minimum of the Offering Range. Such other purchase arrangements will be subject to receipt of any required approval of the FRB.

14. ADDITIONAL LIMITATIONS ON PURCHASES

In addition to the limitations set forth elsewhere in this Plan, the following limitations shall apply to all purchases and issuances of shares of Conversion Stock:

A.The maximum number of shares of Holding Company Common Stock that may be purchased in the Subscription Offering through a single Deposit Account is 20,000shares.

The maximum number of shares of Holding Company 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, shall not exceed 30,000shares of the Holding Company Common Stock, except that the Employee Plans may subscribe for up to 10% of the Holding Company Common Stock sold in the Offering (including shares issued in the event of an increase in the maximum of the Offering Range of up to 15%).

B.The maximum number of shares of Holding Company 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, combined with any Exchange Shares received by any such Person or Participant, together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of the Holding Company Common Stock outstanding immediately upon completion of the Conversion, except that the Employee Plans may subscribe for up to 10% of the Holding Company Common Stock sold in the Offering (including shares sold in the Offering in the event of an increase in the maximum of the Offering Range of up to 15%).

C.The maximum number of shares of Holding Company 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, when combined with Exchange Shares received by such persons, shall not exceed 32% of the shares of Holding Company Common Stock issued in the Conversion.

D.A minimum of 25 shares of Holding Company Common Stock must be purchased by each Person or Participant purchasing shares in the Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of Holding Company 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 Boards of the Mutual Holding Company and the Holding Company.

E.If the number of shares of Holding Company Common Stock otherwise allocable pursuant to Sections 8 through 13, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Holding Company Common Stock allocated to each such person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his or her Associates complies with the above limits.

Depending upon market or financial conditions, the Boards of Directors of the Holding Company and the Mutual Holding Company, with the receipt of any required approvals of the FRB and without further approval of Voting Members, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the shares issued in the Offering except as provided below. If the Mutual Holding Company and the Holding Company increase the maximum purchase limitations, the Mutual Holding Company and the Holding Company are only required to resolicit Persons who subscribed for the maximum purchase amount in the Subscription Offering and may, in the sole discretion of the Mutual Holding Company and the Holding Company, resolicit certain other large subscribers. In the event that the maximum purchase limitation is increased to 5% of the shares issued in the Offering, such limitation may be further increased to 9.99%, provided that orders for Holding Company Common Stock exceeding 5% of the shares of

12

Holding Company Common Stock issued in the Offering shall not exceed in the aggregate 10% of the total shares of Holding Company Common Stock issued in the Offering. Requests to purchase additional shares of the Holding Company Common Stock in the event that the purchase limitation is so increased will be determined by the Boards of Directors of the Holding Company and the Mutual Holding Company in their sole discretion.

In the event of an increase in the total number of shares offered in the Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum"), the additional shares may be used to fill the Employee Plans orders before all other orders and then will be allocated in accordance with the priorities set forth in this Plan.

For purposes of this Section 14, (i) Directors, Officers and Employees of the Bank, the Mutual Holding Company 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 14, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended, shall be aggregated and included in that individual's purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

Each Person purchasing Holding Company Common Stock in the Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.

15. PAYMENT FOR SUBSCRIPTION SHARES

All payments for Holding Company Common Stock subscribed for in the Subscription Offering and Community Offering must be delivered in full to the Bank or Holding Company, together with a properly completed and executed Order Form, on or prior to the expiration date of the Offering; provided, however, that if the Employee Plans subscribe for shares in the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Holding Company Common Stock subscribed for by such plans at the Subscription Price upon consummation of the Conversion. Subscription funds will be held in a segregated account at the Bank or, at the discretion of the Mutual Holding Company, at another insured depository institution.

Payment for Holding Company Common Stock subscribed for shall be made by check, money order or bank draft. Alternatively, subscribers in the Subscription and Community Offerings may pay for the shares for which they have subscribed by authorizing the Bank on the Order Form to make a withdrawal from the designated types of Deposit Accounts at the Bank in an amount equal to the aggregate Subscription Price of such shares. Such authorized withdrawal shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Deposit Account but may not be used by the subscriber during the Subscription and Community Offerings. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Subscription Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest on funds received by check 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 received 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.

13

16. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS

As soon as practicable after the registration statement prepared by the Holding Company has been declared effective by the SEC and the stock offering materials have been approved by the FRB, Order Forms will be distributed to Participants at their last known addresses appearing on the records of the Bank for the purpose of subscribing for Subscription Shares and will be made available for use by those Persons to whom a Prospectus is delivered. Each Order Form will be preceded or accompanied by a Prospectus describing the Mutual Holding Company, the Holding Company, the Bank, the Holding Company 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 Mutual Holding Company or the Holding Company, which date shall be not less than 20 days, nor more than 45 days, following the date on which the Order Forms are mailed by the Mutual Holding Company or 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 Holding Company Common Stock to be sold in the Offering;

C.A description of the minimum and maximum number of Subscription Shares which may be subscribed for pursuant to the exercise of subscription rights or otherwise purchased in the Offering;

D.Instructions as to how the recipient of the Order Form is to indicate thereon the number of Subscription Shares for which such person elects to subscribe and the available alternative methods of payment therefor;

E.An acknowledgment that the recipient of the Order Form has received a copy of the final Prospectus prior to execution of the Order Form;

F.A statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Mutual Holding Company or the Holding Company within the subscription period such properly completed and executed Order Form, together with payment in the full amount of the aggregate purchase price as specified in the Order Form for the Subscription Shares subscribed for in the Offering (or by authorizing on the Order Form that the Bank withdraw said amount from the subscriber's Deposit Account at the Bank); and

G.A statement to the effect that the executed Order Form, once received by the Mutual Holding Company or the Holding Company, may not be modified or amended by the subscriber without the consent of the Holding Company.

Notwithstanding the above, the Mutual Holding Company and the Holding Company reserve the right in their sole discretion to accept or reject orders received on photocopied or facsimiled order forms.

17. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT

In the event Order Forms (a) are not delivered or are not timely delivered by the United States Postal Service, (b) are defectively filled out or executed, (c) are not accompanied by the full required payment, unless waived by the Holding Company, for the shares of Holding Company 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 (d) are not mailed pursuant to a "no mail" order placed in effect by the account holder, the subscription rights of the Person to whom such rights have been granted will lapse as though such Person failed to return the completed Order Form within the time period specified thereon; provided, however, that the Holding Company may, but will not be required to, waive any immaterial irregularity on any Order Form or require the submission of corrected Order Forms or the remittance of full payment for subscribed shares by such date as the Holding Company may specify. The interpretation of the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the FRB.

14

18. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES

The Holding Company will make reasonable efforts to comply with the securities laws of all states in the United States in which Persons entitled to subscribe for shares of Holding Company Common Stock pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase Subscription Shares in the Offering if such Person resides in a foreign country; or in a state of the United States with respect to which any of the following apply: (a) a small number of Persons otherwise eligible to subscribe for shares under the Plan reside in such state; (b) the issuance of subscription rights or the offer or sale of Subscription Shares to such Persons would require the Holding Company, under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; or (c) such registration or qualification would be impracticable for reasons of cost or otherwise.

19. ESTABLISHMENT OF LIQUIDATION ACCOUNT

The Holding Company shall establish at the time of the Conversion, a Liquidation Account in an amount equal to the product of (i) the Majority Ownership Interest and (ii) the Bank's total stockholders' equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Conversion, plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company prior to the effective date of the Conversion (excluding its ownership of Bank common stock). Following the Conversion, the Liquidation Account will be maintained by the Holding Company 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.  As a result of the transactions described in Section 3.D(4) of this Plan, the Holding Company shall cause the Bank to establish and maintain the Bank Liquidation Account for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank.

In the unlikely event of a complete liquidation of (i) the Bank or (ii) the Bank and the Holding Company (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 Holding Company from the Liquidation Account, in the amount of the adjusted subaccount balance for such Account Holders before any liquidation distribution may be made to any holders of the Holding Company's capital stock.

In the unlikely event of a complete liquidation of (i) the Bank or (ii) the Bank and the Holding Company (and only in such event) following all liquidation payments to creditors of the Bank (including those to Account Holders to the extent of their Deposit Accounts), at a time when the Bank has a positive net worth, and the Holding Company does not have sufficient assets (other than the stock of the Bank) at the time of the liquidation to fund the distribution due with respect to the Liquidation Account, the Bank with respect to the Bank Liquidation Account shall immediately pay directly to Eligible Account Holders and Supplemental Eligible Account Holders an amount necessary to fund the Holding Company's remaining obligations under the Liquidation Account, before any liquidation distribution may be made to any holders of the Bank's capital stock and without making such amount subject to the Holding Company's creditors. Each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a distribution from the Liquidation Account with respect to the Holding Company, 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 Holding Company's capital stock.  A merger, consolidation, or similar combination with another depository institution, in which the Holding Company is not the surviving institution, is not a complete liquidation for this purpose. In such transactions, the Liquidation Account or Bank Liquidation Account, as applicable, shall be assumed by the surviving holding company or institution.

In the event of the complete liquidation of the Holding Company where the Bank is not also completely liquidating, or in the event of a sale or other disposition of the Holding Company apart from the Bank, each Eligible Account Holder and Supplemental Eligible Account Holder shall be treated as surrendering the rights to his or her

15

Liquidation Account and receiving an equivalent interest in the Bank Liquidation Account. Each such holder's interest in the Bank Liquidation Account shall be subject to the same rights and terms as if the Bank Liquidation Account was the Liquidation Account (except that the Holding Company shall cease to exist).

The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or a 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 Eligible Account Holder or Supplemental Eligible Account Holder, as applicable, and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders.  For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Account on each such record date. Such initial subaccount balance shall not be increased, but shall be subject to downward adjustment as described below.

If, at the close of business on any December 31 annual closing date, commencing on or after the effective date of the Conversion, the deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder is less than the lesser of (i) the balance in the Deposit Account at the close of business on any other annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, or (ii) the amount of the Qualifying Deposit in such Deposit Account as of the Eligibility Record Date or Supplemental Eligibility Record Date, the subaccount balance for such Deposit Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account. If any such Deposit Account is closed, the related subaccount shall be reduced to zero.

The creation and maintenance of the Liquidation Account and the Bank Liquidation Account shall not operate to restrict the use or application of any of the equity accounts of the Holding Company or the Bank, except that neither the Holding Company nor the Bank shall 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 (i) the amount required for the Liquidation Account or Bank Liquidation Account, as applicable; or (ii) the regulatory capital requirements of the Holding Company (to the extent applicable) or the Bank.

The amount of the Bank Liquidation Account shall equal at all times the amount of the Liquidation Account.  In no event will any Eligible Account Holder or Supplemental Eligible Account Holder be entitled to a distribution exceeding such holder's subaccount balance in the Liquidation Account.

For the three-year period following the completion of the Conversion, the Holding Company will not, except with the prior written approval of the FRB, (i) liquidate or sell the Holding Company, or (ii) cause the Bank to be liquidated or sold.  Upon the written request of the FRB, the Holding Company shall, or upon the written approval of the FRB, the Holding Company may, at any time after two years from the completion of the Conversion  transfer the Liquidation Account to the Bank and the Liquidation Account shall be assumed by the Bank, at which time the interests of Eligible Account Holders and Supplemental Eligible Account Holders will be solely, exclusively and directly in the Liquidation Account established in the Bank.  In the event such transfer occurs, the Holding Company shall be deemed to have transferred the Liquidation Account to the Bank and such Liquidation Account shall be subsumed by the liquidation account of the Bank and shall not be subject in any manner or amount to the claims of the Holding's Company's creditors.  Approval of the Plan shall constitute approval of the transactions described herein by the members of the Mutual Holding Company and any other person or entity required to approve the Plan.

20. VOTING RIGHTS OF STOCKHOLDERS

Following consummation of the Conversion, the holders of the voting capital stock of the Holding Company shall have the exclusive voting rights with respect to the Holding Company and the Holding Company exclusively shall hold and exercise voting rights as the holder of 100% of the Bank's voting stock.

16

21. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION

A.All Subscription Shares purchased by Directors or Officers of the Mutual Holding Company,  the Holding Company or the Bank in the Offering shall be subject to the restriction that, except as provided in this Section or as may be approved by the FRB, 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 shall not apply to the following:

(1) Any exchange of such shares in connection with a merger or acquisition involving the Bank or the Holding Company, as the case may be, which has been approved by the appropriate federal regulatory agency; and

(2) Any disposition of such shares following the death of the person to whom such shares were initially sold under the terms of the 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.

22. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION

For a period of three years following the Conversion, no Officer, Director of the Holding Company or the Bank or their Associates shall purchase, without the prior written approval of the FRB, any outstanding shares of Holding Company 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 Holding Company Common Stock, the exercise of any options pursuant to a stock option plan or purchases of Holding Company Common Stock made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Bank or the Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.

23. TRANSFER OF DEPOSIT ACCOUNTS

Each person holding a Deposit Account at the Bank at the time of Conversion shall retain an identical Deposit Account at the Bank following Conversion in the same amount and subject to the same terms and conditions (except as to voting and liquidation rights) applicable to such Deposit Account in the Bank immediately preceding consummation of the Conversion.

17

24. REGISTRATION AND MARKETING

Within the time period required by applicable laws and regulations, the Holding Company will register the securities issued in connection with the 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 maintenance of registration for three years requirement 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 Conversion Stock and to list those securities on a national or regional securities exchange or to have quotations for such stock disseminated on the OTC Bulletin Board.

25. TAX RULINGS OR OPINIONS

Consummation of the Conversion is expressly conditioned upon prior receipt by the Mutual Holding Company, the Holding Company and 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 Mutual Holding Company,  the Holding Company or the Bank, or 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.

26. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS

A.The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Conversion, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Holding Company Common Stock in the Offering, to the extent permitted by the terms of such benefit plans and this Plan.

B.As a result of the Conversion, the Holding Company shall be deemed to have ratified and approved all employee stock benefit plans maintained by the Bank and shall have agreed to issue (and reserve for issuance) Holding Company Common Stock in lieu of common stock of the Bank pursuant to the terms of such benefit plans. Upon consummation of the Conversion, the Bank common stock held by such benefit plans shall be converted into Holding Company Common Stock based upon the Exchange Ratio. Also upon consummation of the Conversion, (i) all rights to purchase, sell or receive Bank common stock and all rights to elect to make payment in Bank common stock under any agreement between the Bank and any Director, Officer or Employee thereof or under any plan or program of the Bank, shall automatically, by operation of law, be converted into and shall become an identical right to purchase, sell or receive Holding Company Common Stock and an identical right to make payment in Holding Company Common Stock under any such agreement between the Bank and any Director, Officer or Employee thereof or under such plan or program of the Bank, and (ii) rights outstanding under all stock option plans shall be assumed by the Holding Company and thereafter shall be rights only for shares of Holding Company Common Stock, with each such right being for a number of shares of Holding Company Common Stock based upon the Exchange Ratio and the number of shares of Bank common stock that were available thereunder immediately prior to consummation of the Conversion, with the price adjusted to reflect the Exchange Ratio but with no change in any other term or condition of such right.

C.The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock award plans and other Non-Tax-Qualified Employee Stock Benefit Plans, provided that such plans conform to any applicable regulations. The Holding Company and the Bank intend to implement a stock option plan and a restricted stock award plan no earlier than six months after completion of the Conversion. Stockholder approval of these plans will be required. If adopted within 12 months following the completion of the Conversion, the stock option plan will reserve a number of shares equal to up to 10% of the shares sold in the Offering and the restricted stock award plan will reserve a number of shares equal to up to 4% of the shares sold in the Offering (unless the Bank's tangible capital is less than 10% upon completion of the Offering, in which case the restricted stock award plan will reserve a number of shares equal to up to 3% of the shares sold in the Offering) for awards to Employees and Directors at no cost to the recipients, subject to adjustment as may be required by FRB regulations or policy to reflect stock options

18

or stock awards previously granted by the Bank.  Shares for such plans may be issued out of authorized but unissued shares, treasury shares or repurchased shares.  Any stock option plan, restricted stock award plan, or other Non-Tax-Qualified Employee Stock Benefit Plan implemented more than 12 months following the completion of the Conversion will not be subject to the foregoing restrictions.

D.The Holding Company and the Bank are authorized to enter into employment agreements and/or change in control agreements with their executive officers.

27. PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK

A.The Holding Company shall comply with any applicable regulation in the repurchase of any shares of its capital stock following consummation of the Conversion.

B.The Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its regulatory capital to be reduced below (i) the amount required for the Liquidation Account or (ii) applicable regulatory capital requirements.

28. ARTICLES OF INCORPORATION AND BYLAWS

By voting to adopt this Plan, Voting Members and Stockholders will be voting to adopt the Articles of Incorporation and Bylaws for the Holding Company attached as Exhibits B and C to this Plan.

29. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE

The Effective Date of the Conversion shall be the date upon which the Articles of Merger shall be filed with the Indiana Secretary of State.  The Articles of Merger and Articles of Share Exchange, if required, shall be filed after all requisite regulatory, member and stockholder 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 Subscription Shares and the exchange of all Exchange Shares shall occur simultaneously on the effective date of the closing.

30. EXPENSES OF CONVERSION

The Mutual Holding Company, the Bank and the Holding Company may retain and pay for the services of legal, financial and other advisors to assist in connection with any or all aspects of the Conversion, including the Offering, and such parties shall use their best efforts to assure that such expenses shall be 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 FRB or otherwise at any time prior to solicitation of proxies from Voting Members and Stockholders to vote on this Plan by the Board of Directors of the Mutual Holding Company, and at any time thereafter by the Board of Directors of the Mutual Holding Company with the concurrence of the FRB. Any amendment to this Plan made after approval by Voting Members and Stockholders with the approval of the FRB shall not necessitate further approval by Voting Members unless otherwise required by the FRB. The Board of Directors of the Mutual Holding Company may terminate this Plan at any time prior to the Special Meeting of Members and the Meeting of Stockholders to vote on this Plan, and at any time thereafter with the concurrence of the FRB to satisfy filing requirements with respect to the Articles of Merger or Articles of Share Exchange, if applicable, the Agreement and Plan of Share Exchange and Merger may be bifurcated into two separate documents without substantive changes to the terms thereof and no separate or additional approval or authorization will be required relative to such bifurcation.

By adoption of the Plan, Voting Members of the Mutual Holding Company authorize the Board of Directors of the Mutual Holding Company to amend or terminate the Plan under the circumstances set forth in this Section.

19

32. CONDITIONS TO CONVERSION

Consummation of the Conversion pursuant to this Plan is expressly conditioned upon the following:

A.Prior receipt by the Mutual Holding Company, the Holding Company and the Bank of rulings of the United States Internal Revenue Service and the state taxing authorities, or opinions of counsel or tax advisers as described in Section 25 hereof;

B.The issuance of the Subscription Shares;

C.The issuance of Exchange Shares; and

D.The completion of the Conversion within the time period specified in Section 3 of this Plan.

33. INTERPRETATION

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the Mutual Holding Company shall be final, subject to the authority of the FRB.

Dated: January 24, 2018

20

EXHIBIT A

AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER (this "Agreement") dated as of _______ __, 2018, is made by and between Mid-Southern, M.H.C., a federal mutual holding company (the "Mutual Holding Company"), Mid-Southern Bancorp, an Indiana corporation (the "Holding Company"), and Mid-Southern Savings Bank, FSB, a federal savings bank (the "Bank").  Capitalized terms have the respective meanings given them in the Plan of Conversion and Reorganization (the "Plan") of the Mutual Holding Company, unless otherwise defined herein.

R E C I T A L S:

A.  The ownership interests in the Mutual Holding Company are owned by the depositors of the Bank (the "Members") and consist of their liquidation interests in the Mutual Holding Company.

B.   The Mutual Holding Company owns 100% of the common stock of the Holding Company.

C.  The Mutual Holding Company owns 71% of the common stock of the Bank and the Minority Stockholders own 29% of the common stock of the Bank.

D.  At least two-thirds of the members of the boards of directors of the Mutual Holding Company, the Holding Company and the Bank have approved this Agreement and the transactions contemplated hereby and recommend approval of this Agreement and the transactions contemplated by this Agreement by the Stockholders of the Bank and the Members.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have agreed as follows:

1.  Parties to the Share Exchange.  The name of the corporation whose shares will be acquired in the Share Exchange (as defined below) is Mid-Southern Savings Bank, FSB and the name of the acquiring corporation is Mid-Southern Bancorp.

2. Parties to the Merger.  The name of each corporation planning to merge is Mid-Southern, M.H.C. and Mid-Southern Bancorp with Mid-Southern Bancorp being the surviving corporation.

3.  Terms and Conditions of Share Exchange and Manner and Basis of Exchanging Shares.  On the Effective Date, subject to the rights of Stockholders who exercise dissenters' rights as provided in the Plan, (a) the shares of common stock of the Bank held by the Minority Stockholders will be exchanged for shares of Holding Company Common Stock based on the Exchange Ratio and (b) the shares of common stock of the Bank (i.e. all remaining outstanding shares of Bank common stock) held by the Mutual Holding Company will be exchanged for shares of Holding Company Common Stock based on the Majority Ownership Interest, which shares of Holding Company Common Stock will be constructively received by the Mutual Holding Company (the "Share Exchange").

4.  Terms and Conditions of Merger and Manner and Basis of Converting Shares.  On the Effective Date immediately following the Share Exchange, the Mutual Holding Company will merge with and into the Holding Company (the "Merger") with the Holding Company as the resulting entity (the "Surviving Corporation").  In the Merger, all of the Holding Company Common Stock held by the Mutual Holding Company, including shares constructively received in the Share Exchange, will be cancelled and eligible Members will constructively receive interests in the Liquidation Account equivalent to, and in exchange for and in cancellation of, the ownership interests of the Members in the Mutual Holding Company. Prior to the Merger the Holding Company will establish the Liquidation Account as provided in the Plan.

5.  Ownership Effects of Share Exchange and Merger.  Upon completion of the Share Exchange and Merger (a) all of the outstanding shares of Holding Company Common Stock will be owned by the Minority

1

Stockholders, (b) the eligible Members will possess interests in the Liquidation Account, and (c) Holding Company will own all the outstanding shares of Bank common stock.

6. Other Effects of the Merger. The Merger shall have the following effects.  The business of the Surviving Corporation shall be that of an Indiana corporation as provided in its Articles of Incorporation.  All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Holding Company and the Mutual Holding Company shall be transferred automatically to and vested in the Surviving Corporation without any deed or other document of transfer.  The Surviving Corporation, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Holding Company and the Mutual Holding Company.  The Surviving Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Holding Company and the Mutual Holding Company immediately prior to the Merger, including liabilities for all debts, obligations and contracts of the  Holding Company and the Mutual Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Holding Company or the Mutual Holding Company.   All rights of creditors and other obligees and all liens on property of the Holding Company and the Mutual Holding Company shall be preserved and shall not be released or impaired.

7. Exchange Procedures.

(a) On or after the Effective Date, each holder of a certificate or certificates theretofore evidencing issued and outstanding Minority Shares, upon surrender of the same to an agent, duly appointed by the Holding Company (the "Exchange Agent"), shall be entitled to receive in exchange therefor full shares of Holding Company Common Stock for which the Minority Shares theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 3(a) hereof. The Exchange Agent shall provide to each holder of record of an outstanding certificate that immediately before the Effective Date evidenced Minority Shares, and that is to be exchanged for Holding Company Common Stock as provided in Section 3(a) hereof, a form of letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to such certificate shall pass, only upon delivery of such certificate to the Exchange Agent advising such holder of the terms of the exchange effected by the Share Exchange and of the procedure for surrendering to the Exchange Agent such certificate in exchange for Holding Company Common Stock.

(b) No holder of a certificate theretofore representing Minority Shares shall be entitled to receive any dividends in respect of the Holding Company Common Stock into which such shares shall have been converted by virtue of the Share Exchange until the certificate representing such Minority Shares is surrendered in exchange for shares of Holding Company Common Stock. If dividends are declared and paid by the Holding Company in respect of Holding Company Common Stock after the Effective Date but before surrender of certificates representing Minority Shares, dividends payable in respect of shares of Holding Company Common Stock not then issued shall accrue (without interest). Any such dividends shall be paid (without interest) upon surrender of the certificates representing such Minority Shares. The Holding Company shall be entitled, after the Effective Date, to treat certificates representing Minority Shares evidencing ownership of the number of full shares of Holding Company Common Stock into which the Minority Shares represented by such certificates shall have been converted, notwithstanding the failure on the part of the holder thereof to surrender such certificates.

(c) The Holding Company shall not be obligated to deliver shares of Holding Company Common Stock to which a holder of Minority Shares would otherwise be entitled as a result of the Share Exchange until such holder surrenders the certificate or certificates representing the Minority Shares for exchange as provided in this Section 7, or, in default thereof, an appropriate affidavit of loss and indemnification agreement and/or an indemnity bond as may be required in each case by the Holding Company. If any shares of Holding Company Common Stock is to be issued in a name other than that in which the certificate evidencing Minority Shares to be surrendered in exchange therefor is registered, it shall be a condition of the issuance of a certificate for Holding Company Common Stock in exchange therefor  that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of shares of Holding Company Common Stock in any name other than that of the r

2

egistered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

(d) Notwithstanding any other provision hereof, no fractional shares of Holding Company Common Stock shall be issued to holders of Minority Shares in the Share Exchange. In lieu thereof, the holder of Minority Shares entitled to a fraction of a share of Holding Company Common Stock shall, at the time of surrender of the certificate or certificates representing such holder's shares, receive an amount of cash equal to the product arrived at by multiplying such fraction of a share of Holding Company Common Stock by the Purchase Price, as defined in the Plan. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

8.  Effective Date.  The Share Exchange and Merger shall not be effective until and unless the Plan is approved by the FRB after approval by at least (i) two-thirds of the total votes eligible to be cast by the Stockholders of the Bank, (ii) a majority of the total votes eligible to be cast by Minority Stockholders, and (iii) a majority of the votes eligible to be cast by Voting Members, and the Articles of Share Exchange, if applicable,  and the Articles of Merger shall have been filed with the Indiana Secretary of State with respect to the Share Exchange and Merger, as applicable.  Approval of the Plan by the Voting Members shall constitute approval of this Agreement and the Merger by the Voting Members.  Approval of the Plan by Stockholders of the Bank, including the Minority Stockholders, shall constitute approval of this Agreement and the Share Exchange by such stockholders.

9.  Name.  The name of the Surviving Corporation in the Merger shall be Mid-Southern Bancorp. 

10.  Office.  The main office of the Surviving Corporation shall be 300 North Water Street, Salem, Indiana 47167.

11. Directors and Officers.  The directors and officers of the Holding Company immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation after the Effective Date.

12.  Rights of Dissent and Appraisal. As provided in the Plan, holders of Bank common stock shall have the dissenter rights provided in 12 CFR 5.33(g)(3).

13. Other Terms.  All terms used in this Agreement shall, unless defined herein, have the meanings set forth in the Plan.  The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this Agreement.  In order to satisfy filing requirements with respect to this Agreement, if any, this Agreement may be bifurcated into two separate documents with respect to the Share Exchange and Merger without substantive changes to the terms hereof and no separate or additional approval or authorization will be required relative to such bifurcation.

3

IN WITNESS WHEREOF, the Mutual Holding Company, the Holding Company and the Bank have caused this Agreement to be executed as of the date first above written.

		Mid-Southern, M.H.C. (a federal mutual holding company)
ATTEST:
	By:
Erica B. Schmidt Secretary		Alexander G. Babey President and Chief Executive Officer
		Mid-Southern Bancorp  (an Indiana corporation)
ATTEST:
	By:
Erica B. Schmidt Secretary		Alexander G. Babey President and Chief Executive Officer

		Mid-Southern Savings Bank, FSB  (a federal savings bank)
ATTEST:
	By:
Erica B. Schmidt Secretary		Alexander G. Babey President and Chief Executive Officer

4

Exhibit B

ARTICLES OF INCORPORATION

OF

MID-SOUTHERN BANCORP, INC.

ARTICLE I

NAME

The name of this corporation is Mid-Southern Bancorp, Inc.

ARTICLE II

PURPOSE

The purpose of this corporation is to transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Law.

ARTICLE III

CAPITAL STOCK

Section 3.01. Amount. The total number of shares of all classes of stock which this corporation shall have authority to issue is thirty one million (31,000,000), of which thirty million (30,000,000) shall be common stock, par value $0.01 per share, and one million (1,000,000) shall be serial preferred stock, par value $0.01 per share.

Section 3.02. Terms of Preferred Stock. The shares of preferred stock may be issued from time to time in one or more series. The board of directors of this corporation shall have authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of preferred stock, to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had before the adoption of the resolution or resolutions originally fixing the number of shares of such series.

Sections 3.03. Terms of Common Stock. The shares of common stock may be issued from time to time. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock. Except as provided in Section 3.04, every holder of common stock shall have the right, at every stockholders' meeting, to one vote for each share standing in his or her name on the books of the corporation.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the board of directors.

In the event of any liquidation, dissolution or winding up of this corporation, after there shall have been paid to or set aside for the holders of any class having preferences over the common stock in the event of liquidation, dissolution or winding up the full preferential amounts to which they are respectively entitled, the holders of the common stock, and any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets, shall be entitled after payment or provision for payment of all debts and liabilities of this corporation, to receive the remaining assets of this corporation available for distribution, in cash or in kind.

Section 3.04. Limitation on Voting Rights.

1. Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-

outstanding shares of common stock (the "Limit"), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit, unless a majority of the Whole Board (as hereinafter defined) shall have by resolution granted in advance such entitlement or permission. The number of votes which may be cast by any 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 shall be a number equal to the total number of votes which a single record owner of all common stock owned by such person would be entitled to cast, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of common stock beneficially owned by such person owning shares in excess of the Limit.

2. The following definitions shall apply to this Section 3.04 of this Article III.

(a) "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of these Articles of Incorporation.

(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 provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however, that a person shall, in any event, also be deemed the "beneficial owner" of any common stock:

(i) which such person or any of its affiliates beneficially owns, directly or indirectly; or

(ii) which such person or any of its affiliates has (A) 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 this corporation to effect any transaction which is described in any one or more of subparagraphs (1)(a) through (h) of Section 5.01 of Article V or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (B) 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

(iii) which 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 this corporation; and provided further, however, that (i) no director or officer of this 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 this corporation or any subsidiary of this corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan. For purposes of computing the percentage 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 common stock which may be issuable by this 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 which may be issuable by this 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) "Whole Board" shall mean the total number of directors which this corporation would have if there were no vacancies on the board of directors.

3. The board of directors shall have the power to construe and apply the provisions of this Section 3.04 and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with

2

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 3.04 to the given facts, or (v) any other matter relating to the applicability or effect of this Section 3.04.

4. The board of directors shall have the right to demand that any person who is reasonably believed to beneficially own common stock in excess of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply this corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be required of such person.

5. Except as otherwise provided by law or expressly provided in this Section 3.04, the presence, in person or by proxy, of the holders of record of shares of capital stock of this corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section 3.04) entitled to be cast by the holders of shares of capital stock of this corporation entitled to vote shall constitute a quorum at all meetings of this stockholders, and every reference in these Articles of Incorporation 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.

6. Any constructions, applications, or determinations made by the board of directors pursuant to this Section 3.04 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 this corporation and its stockholders.

7. If any provision (or portion thereof) of this Section 3.04 shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section 3.04 shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken here from or otherwise rendered inapplicable, it being the intent of this corporation and its stockholders that each such remaining provision (or portion thereof) of this Section 3.04 remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. General. All corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be managed under the direction of, a board of directors except as may be otherwise provided by law or these Articles of Incorporation.

Section 4.02. Number and Terms. The authorized number of directors shall in no case be fewer than five (5) nor more than fifteen (15). The exact number of directors shall be fixed in or in accordance with the Bylaws.

The directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of the stockholders after their election, the term of office of the second class to expire at the second annual meeting of stockholders after their election, and the term of office of the third class to expire at the third annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders following the initial classification and election, 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, with each director to hold office until his or her successor shall have been duly elected and qualified.

There shall be no cumulative voting by stockholders of any class or series in the election of directors of this corporation.

Section 4.03. Initial Directors. The names of the initial members of the board of directors of this corporation are as follows:

3

Dana J. Dunbar

Paul G. Allemeier

Alexander G. Babey

Larry R. Bailey

Trent L. Fisher, DVM

Charles W. Lamb

Kermit A. Lamb

Brent A. Rosenbaum

Section 4.04. Newly Created Directorships and Vacancies. Any vacancies on the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of directors then in office, although less than a quorum, or by the sole remaining director. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires and until his or her successor shall have been elected and qualified. A director elected to fill a vacancy by reason of an increase in the number of directorships shall be elected by a majority vote of the directors then in office, although less than a quorum of the board of directors, to serve until the next election of the class for which such director shall have been chosen and until his or her successor shall have been elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the three (3) classes so as to make all classes as nearly equal in number as possible. If, consistent with the preceding requirement, the increase or decrease may be allocated to more than one (1) class, the increase or decrease may be allocated to any such class the board of directors selects in its discretion. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

Section 4.05. Removal. A director, or the entire board of directors, may be removed only for cause as determined by the affirmative vote of the holders of at least a majority of the shares then entitled to vote in an election of directors, which vote may only be taken at a meeting of stockholders called expressly for that purpose. Cause for removal shall be deemed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for gross negligence or gross misconduct in the performance of such director's duty to this corporation, in a matter of substantial importance to this corporation and such conviction or adjudication is no longer subject to direct appeal.

Section 4.06. Special Stockholder Meetings. Special meetings of the stockholders of this corporation may only be called by the chairman of the board of directors, President or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors which this corporation would have if there were no vacancies on the board of directors.

ARTICLE V

APPROVAL OF CERTAIN BUSINESS COMBINATIONS

The stockholder vote required to approve a Business Combination (as hereinafter defined) shall be as set forth in this Article V.

Section 5.01. Transactions with Related Persons.

1. Except as otherwise expressly provided in this Article V, the affirmative vote of the holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately, the affirmative vote of the holders of at least 80% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall be required in order to authorize any of the following:

(a) any merger or consolidation of this corporation with or into a Related Person (as hereinafter defined);

(b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or any Substantial Part (as hereinafter defined) of the assets of this corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person;

(c) any merger or consolidation of a Related Person with or into this corporation or a subsidiary of this corporation;

4

(d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to this corporation or a subsidiary of this corporation;

(e) the issuance of any securities of this corporation or a subsidiary of this corporation to a Related Person;

(f) the acquisition by this corporation or a subsidiary of this corporation of any securities of a Related Person;

(g) any reclassification of the common stock of this corporation, or any recapitalization involving the common stock of this corporation; and

(h) any agreement, contract or other arrangement providing for any of the transactions described in this Article V.

2. Such affirmative vote shall be required notwithstanding any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote.

3. "Business Combination", as used in this Article V, shall mean any transaction which is referred to in any one or more of subparagraphs (1)(a) through (h) above.

Section 5.02. Exception for Prior Approved Transactions. The provisions of Section 5.01 shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange, if such Business Combination shall have been approved by a two-thirds (2/3) vote of the Continuing Directors (as hereinafter defined); provided, however, that such approval shall be effective only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.

Section 5.03. Definitions. For the purposes of this Article V the following definitions apply:

1. "Related Person" shall mean and include (a) any individual, corporation, partnership or other person or entity which together with its "affiliates" (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended), "beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) in the aggregate 10% or more of the outstanding shares of the common stock of this corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of this corporation which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed "beneficially owned" by such Related Person.

2. "Substantial Part" shall mean more than 25% of the total assets of this corporation, as of the end of its most recent fiscal year ending prior to the time the determination is made.

3. "Continuing Director" shall mean any member of the board of directors of this corporation who is unaffiliated with the Related Person and was a member of the board of directors before the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then in office.

4. "Continuing Director Quorum" shall mean two-thirds (2/3) of the Continuing Directors capable of exercising the powers conferred on them.

5

ARTICLE VI

EVALUATION OF BUSINESS COMBINATIONS

In addition to any other considerations which the board of directors may lawfully take into account in determining whether to take or to refrain from taking any corporate action on any matter, including making or declining to make any recommendation to the stockholders of this corporation, the board of directors may in its discretion consider both the short-term and long-term best interests of this corporation (including the possibility that these interests may be best served by the continued independence of this corporation), taking into account, and weighing as the directors deem appropriate, the social and economic effects of such action on present and future employees, suppliers, customers of this corporation and its subsidiaries (including account holders and borrowers of any of this corporation's subsidiaries), the effect upon communities in which offices or other facilities of this corporation are located, and any other factors the directors consider pertinent.

ARTICLE VII

INDEMNIFICATION

Section 7.01. General Provisions. This corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Act or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he or she is or was a director, officer or employee of this corporation, or who, while serving as such director, officer or employee of this corporation, is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, settlements, penalties and fines (including excise taxes assessed with respect to employee benefit plans) actually or reasonably incurred by him in accordance with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed, in the case of conduct in his or her official capacity, was in the best interest of this corporation, and in all other cases, was not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, he or she either had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

Section 7.02. Indemnification Authorized. To the extent that a director, officer or employee of this corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 7.01 of this Article VII, or in the defense of any claim, issue or matter therein, this corporation shall indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Any other indemnification under Section 7.01 of this Article VII (unless ordered by a court) shall be made by this corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer or employee is permissible in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not at the time parties to such action, suit or proceeding; or (b) if a quorum cannot be obtained under subdivision (a), by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such action, suit or proceeding; or (c) by special legal counsel: (i) selected by the board of directors or its committee in the manner prescribed in subdivision (a) or (b), or (ii) if a quorum of the board of directors cannot be obtained under subdivision (a) and a committee cannot be designated under subdivision (b), selected by a majority vote of the full board of directors (in which selection directors who are parties may participate); or (d) by stockholders, but shares owned by or voted under the control of directors who are at the time parties to such action, suit or proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) to select counsel.

6

Section 7.03. Definition of Good Faith. For purposes of any determination under Section 7.01 of this Article VII, a person shall be deemed to have acted in good faith and to have otherwise met the applicable standard of conduct set forth in Section 7.01 of this Article VII if his or her action is based on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of this corporation or other enterprise whom he or she reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, appraisers or other persons as to matters he or she reasonably believes are within the person's professional or expert competence; or (c) a committee of the board of directors of this corporation or another enterprise of which the person is not a member if he or she reasonably believes the committee merits confidence. The term "another enterprise" as used in this Section 7.03 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent. The provisions of this Section 7.03 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standards of conduct set forth in Section 7.01 of this Article VII.

Section 7.04. Advancement of Expenses. Expenses incurred in connection with any civil or criminal action, suit or proceeding may be paid for or reimbursed by this corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the specific case in the same manner described in Section 7.02 of this Article VII, upon receipt of a written affirmation of the director, officer or employee's good faith belief that he or she has met the standard of conduct described in Section 7.01 of this Article VII and upon receipt of a written undertaking on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that he or she did not meet the standard of conduct set forth in this Article VII, and a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article VII.

Section 7.05. Non-Exclusivity. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under these Articles of Incorporation, this corporation's Bylaws, any resolution of the board of directors or stockholders, any other authorization, whenever adopted, after notice, by a majority vote of all voting stock then outstanding, or any contract, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.06. Vestment of Rights. The right of any individual to indemnification under this Article VII shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to in Section 7.01 of this Article VII and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these provisions. Notwithstanding the foregoing, the indemnification afforded under this Article VII shall be applicable to all alleged prior acts or omissions of any individual seeking indemnification hereunder, regardless if such alleged acts or omissions may have occurred before the adoption of this Article VII. To the extent such prior acts or omissions cannot be deemed to be covered by this Article VII, the right of any individual to indemnification shall be governed by the indemnification provisions in effect at the time of such prior acts or omissions.

Section 7.07. Insurance. This corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee or agent, whether or not this corporation would have power to indemnify the individual against the same liability under this Article VII.

Section 7.08. Other Definitions. For purposes of this Article VII, serving an employee benefit plan at the request of this corporation shall include any service as a director, officer or employee of this corporation which imposes duties on, or involves services by such director, officer or employee with respect to an employee benefit plan, its participants, or its beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of this corporation" referred to in this Article VII.

For purposes of this Article VII, "party" includes any individual who is or was a plaintiff, defendant or respondent in any action, suit or proceeding.

7

For purposes of this Article VII, "official capacity," when used with respect to a director, shall mean the office of director of this corporation; and when used with respect to an individual other than a director, shall mean the office in this corporation held by the officer or the employment or agency relationship undertaking by the employee or agent on behalf of this corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, except as set forth in Section 1 of this Article VII.

Section 7.09. Business Expenses. Any payments made to any indemnified party under this Article VII under any other right of indemnification shall be deemed to be an ordinary and necessary business expense of this corporation, and payment thereof shall not subject any person responsible for the payment, or the board of directors, to any action for corporate waste or to any similar action.

ARTICLE VIII

INITIAL REGISTERED OFFICE AND AGENT

The address of this corporation's initial registered office in the State of Indiana is 300 North Water Street, Salem, Indiana 47167. The name of its initial registered agent at such address is Erica B. Schmidt and the registered agent has consented to the appointment as registered agent.  The e-mail address of the registered agent at which the registered agent will accept electronic service of process is Bank.info@mid-southern.com

ARTICLE IX

CONDUCT OF AFFAIRS OF CORPORATION

Section 9.01. Control Share Acquisitions Chapter of the Indiana Business Corporations Law. The provisions of the Control Share Acquisitions Chapter of the Indiana Business Corporations Law, codified at Indiana Code §23-1-42, as amended from time to time, shall not apply to Control Share Acquisitions of shares of this corporation.

Section 9.02. Business Combinations Chapter of the Indiana Business Corporations Law. This corporation elects not to be subject to or be governed by the provisions of the Business Combinations Chapter of the Indiana Business Corporations Law, codified at Indiana Code §23-1-43, as amended from time to time.

ARTICLE X

AMENDMENT AND REPEAL OF ARTICLES OF INCORPORATION

This corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute. Notwithstanding the foregoing, (i) the approval of at least a two-thirds (2/3) majority of the directors then in office (or such greater proportion of directors and stockholders as may otherwise be required pursuant to any specific provision of these Articles of Incorporation) shall be required to amend, alter, repeal or change any provision of these Articles of Incorporation and (ii) the provisions set forth in Section 3.04 of Article III, Sections 4.02, 4.05 and 4.06 of Article IV, and in Articles V, VI, VII, IX and this Article X may not be repealed, altered, amended or rescinded in any respect unless the same is approved by the affirmative vote of the holders of not less than two-thirds (2/3) of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (considered for this purpose as a single class) cast at a meeting of the stockholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting).

ARTICLE XI

AMENDMENT AND REPEAL OF BYLAWS

This corporation's Bylaws may be adopted, amended or repealed by a resolution adopted by a two-thirds (2/3) majority of the directors then in office.

8

ARTICLE XII

INCORPORATOR

The name and address of the incorporator of this corporation is as follows:

Alexander G. Babey

300 North Water Street

Salem, Indiana 47167

ARTICLE XIII

LIQUIDATION ACCOUNT

Under regulations of the Office of the Comptroller of the Currency, the Corporation must establish and maintain a liquidation account (the "Liquidation Account") for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion and Reorganization (the "Plan of Conversion"). In the event of a complete liquidation involving (i) the Corporation or (ii) Mid-Southern Savings Bank, FSB, the Corporation must comply with the regulations of the Office of the Comptroller of the Currency and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holder's and Supplemental Eligible Account Holder's interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such account holders to voting rights.

IN WITNESS WHEREOF, the undersigned, being the incorporator named above, executes these Articles of Incorporation and affirms under penalties of perjury that the statements contained herein are true, this 24th day of January, 2018.

/s/ Alexander G. Babey

Alexander G. Babey, Incorporator

9

Exhibit C

BYLAWS

OF

MID-SOUTHERN BANCORP,  INC.

ARTICLE I

OFFICES

Section 1. Principal Office. Mid-Southern Bancorp, Inc. (hereinafter referred to as the "Corporation") shall at all times maintain a principal office in the State of Indiana, which, except as otherwise determined by the Board of Directors of the Corporation (hereinafter referred to as the "Board"), shall be in the City of Salem, County of Washington.

Section 2. Other Offices. The Corporation may also have offices at such other places within or without the State of Indiana as the Board shall from time to time designate or the business of the Corporation shall require.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings. All annual and special meetings of stockholders shall be held at such places within or without the State of Indiana as may from time to time be designated by the Board and specified in the notice of meeting.

Section 2. Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date and time as the Board may determine and specify in the notice of the meeting.

Section 3. Special Meetings. A special meeting of the stockholders may only be called by those persons authorized to do so in the Corporation's Articles of Incorporation. Business transacted at any special meeting of the stockholders shall be confined to the purpose or purposes stated in the notice of such meeting.

Section 4. Conduct of Meetings. Annual and special meetings of the stockholders shall be conducted in accordance with Indiana law unless otherwise prescribed by these Bylaws. The Chairman, or in the absence of the Chairman, the highest ranking officer of the Corporation who is present, or such other person as the Board shall have designated, shall call to order any meeting of the stockholders and act as chairman of the meeting. The Secretary of the Corporation, if present at the meeting, shall be the secretary of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting shall appoint. The chairman of any meeting of the stockholders, unless otherwise prescribed by law or regulation or unless the Chairman has otherwise determined, shall determine the order of business and the procedure at the meeting.

Section 5. Notice of Meetings. Written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting of the stockholders is called shall be delivered no fewer than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman, the Secretary or the directors requesting the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the stockholder at his address as it appears on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6 of this Article II. When any meeting of the stockholders, either annual or special, is adjourned for more than thirty (30) days or if, after adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the date, time and place of any other adjourned meeting of the stockholders, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose under Indiana law, the Board may

fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than the seventy (70) days before the meeting or action requiring a determination of stockholders.

Section 7. Voting Lists. The Secretary of the Corporation, or other officer or agent of the Corporation having charge of the stock transfer books for shares of the capital stock of the Corporation, shall prepare and make, at least five (5) business days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder. Such list shall be open to the examination of any stockholder entitled to vote at the meeting, for any purpose germane to the meeting, during ordinary business hours, for a period of at least five (5) business days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the Corporation's principal office. Such list shall also be produced and kept open at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder present at the meeting. The stock transfer books shall be the only evidence as to who are the stockholders entitled to examine the stock transfer books, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Quorum. A majority of the outstanding shares of the Corporation entitled to vote at a meeting of the stockholders, represented in person or by proxy, shall constitute a quorum at a meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice except as otherwise provided in Section 5 of this Article II. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 9. Proxies. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing and complying with the requirements of Indiana law including but not limited to any electronic or telephonic means.

Section 10. Voting by the Corporation. Neither treasury shares of its own capital stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be entitled to vote or be counted for quorum purposes at any meeting of the stockholders; provided, however, that the Corporation may vote shares of its capital stock held by it, or by any such other corporation, if such shares of capital stock are held by the Corporation or such other corporation in a fiduciary capacity.

Section 11. Inspectors of Election. The Board shall, in advance of any meeting of stockholders, appoint one or three persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof.

Section 12. Notice for Nominations and Proposals

A. Nominations for the election of directors and proposals for any new business to be taken up at any annual or special meeting of stockholders may be made by the Board of Directors of the Corporation or by any stockholder of the Corporation entitled to vote generally in the election of directors. 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 entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 12. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the principal executive office of the Corporation not less than ninety (90) days prior to the date of the meeting; provided, however, that in the event that less than one hundred (100) days' notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in 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 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such

2

stockholder, (B) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder, and (C) a statement disclosing (1) whether such stockholder or any nominee thereof is acting with or on behalf of any other person and (2) if applicable, the identity of such person. In addition, the stockholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.

B. Each such notice given by a stockholder to the Secretary with respect to business proposals to bring before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business; (iii) the ownership interests such stockholder has in the Corporation, including the class and number of shares of the Corporation which are beneficially owned by such stockholder, and any hedges, economic incentives or other ownership positions in the Corporation's securities; and (iv) any material interest of the stockholder in such business. Notwithstanding anything in this Certificate to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Article.

C. The Chairman of the annual or special meeting of stockholders may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if the Chairman should so determine, the Chairman shall so declare to the meeting and the defective nomination or proposal shall be disregarded and laid over for action at the next succeeding adjourned, special or annual meeting of the stockholders taking place thirty days or more thereafter. This provision shall not require the holding of any adjourned or special meeting of stockholders for the purpose of considering such defective nomination or proposal.

D. The various requirements set forth in this Section 12 shall apply to all stockholder nominations and proposals, without regard to whether such nominations or proposals are required to be included in the Corporation's proxy statement or form of proxy.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board except as may be otherwise provided by law or the Articles of Incorporation. The Board shall elect from among its members a Chairman, and may elect one (1) or more Vice Chairmen of the Board. The Chairman, or in his absence the Vice Chairman, shall preside at all meetings of the Board.

Section 2. Number. The number of directors of the Corporation shall be fixed from time to time exclusively by the Board by resolution adopted by a majority of the total number of the Corporation's directors.

Section 3. Regular Meetings. A regular meeting of the Board shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the stockholders or at such other place as may be designated by the Board. Additional meetings shall be held at such time as the Board shall fix at such places within or without the State of Indiana as shall be fixed by the Board. No call shall be required for regular meetings for which the time and place has been fixed.

Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman or the Vice Chairman, or in the absence or disability of both of them, a majority of the remaining directors. The persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by such persons.

Section 5. Participation In Meetings. Members of the Board may participate in regular or special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 6. Notice. The persons authorized to call special meetings of the Board shall cause the Secretary of the Corporation to give written or oral notice of the meeting, specifying the time and place of the meeting, to each director, either personally, by mailing, or by e-mail, at least two (2) days in advance of the meeting. Any director may waive

3

notice of any meeting by a writing filed with the Secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except in the event a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. Unless otherwise prescribed in the Articles of Incorporation or these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the Corporation addressed to the Chairman or the Vice Chairman. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 11. Vacancies. Any vacancy occurring in the Board may be filled in accordance with the Articles of Incorporation.

Section 12. Removal. A director, or the entire board of directors, may be removed in accordance with the Articles of Incorporation.

Section 13. Compensation. Directors, as such, may receive pursuant to resolution of the Board, fixed fees and other compensation for their services as directors, including their services as members of committees of the Board.

Section 14. Qualification.

A. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Corporation unless the Corporation is a wholly owned subsidiary of a holding company.

B. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

C.   No person shall be eligible for election or appointment to the board of directors if such person did not, at the time of his or her first election or appointment to the board of directors, maintain his or her principal residence (as determined by reference to such person's most recent tax returns, copies of which shall be provided to the corporation for the sole purpose of determining compliance with this clause Section 14.C within one hundred and twenty (120) miles of a branch office maintained by the Corporation or any subsidiary thereof, for a period of at least one year prior to the date of his or her purported nomination, election or appointment to the board of directors.

D.A mandatory retirement from the Board shall, except in the exceptional circumstances herein described, be required at the age of seventy-five (75) years. A member of the Board  may continue beyond age seventy-five (75) and may thereafter be nominated for additional terms of office, subject to the following requirements: (a) the Board's  nominating committee must include a recommendation that an individual who is over the age of seventy-five (75) be nominated to continue to serve on the Board; and (b) the full Board must also approve the nomination as being in the best interest of the Corporation based upon specific findings that the nominee possesses expertise vital to the proper

4

functioning of the board by confidential ballot. Any such approval shall require the vote of a 75% majority of the Board members other than the proposed nominee. Following approval of such nomination by the Board, any such individual shall be subject to election at the annual meeting in accordance with the Bylaws of the Corporation.  This age limitation does not apply to an advisory director.

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

Section 1. Appointment. The Board, by resolution adopted by a majority of the Board, may designate the Chairman, the President and one (1) or more of the other directors to constitute an Executive Committee. The designation of any committee pursuant to this Article IV and the delegation of authority thereto shall not operate to relieve the Board, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The Executive Committee, when the Board is not in session, shall have and may exercise all of the authority of the Board except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, or as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the Executive Committee shall hold office until the next regular annual meeting of the Board following his designation and until a successor is designated as a member of the Executive Committee.

Section 4. Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time. Special meetings of the Executive Committee may be called by the Chairman or the President, or in the absence or disability of both of them, by a majority of the remaining members of the Executive Committee upon not less than one (1) day's notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meetings.

Regular or special meetings may be held by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other.

Section 5. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present as a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.

Section 7. Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the Board.

Section 8. Resignations and Removal. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the Board. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the Chairman or the President. Unless otherwise specified thereon, such resignation shall take effect upon receipt. The acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The Chairman shall be presiding officer of the Executive Committee, or, in his absence or disability, the President, or in the absence or disability of both of them, such other persons as may be elected by a majority of the members present. The Executive Committee may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the Board for its information at the meeting thereof held next after the proceedings shall have been taken.

5

Section 10. Other Committees. The Board may by resolution establish an audit committee or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Corporation and may prescribe the duties, constitution and procedures thereof.

ARTICLE V

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of a President, one (1) or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. The same individual may simultaneously hold more than one office in the corporation. The Board may designate one (1) or more Vice Presidents as Executive Vice President or Senior Vice President. The Board may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the Board may from time to time authorize or determine. In the absence of action by the Board, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not by itself create any contractual rights. The Board may authorize the Corporation to enter into an employment contract with any officer, but no contract shall impair the right of the Board to remove any officer at any time in accordance with Section 8 of this Article V.

Section 3. President. The President shall have the authority and the duty to manage the affairs of the Corporation and shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or as are incidental to his office. The President shall be a director.

Section 4. Vice President. The Vice President or Vice Presidents, if any, shall perform the duties of the President in his absence or during his disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them from time to time by the Board of Directors or the President.

Section 5. Secretary. The Secretary shall have custody of the minutes and records of the Corporation. He shall keep the minutes of all meetings of the stockholders and of the Board of Directors, shall give such notice as may be required for all such meetings and shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or the President or as are incidental to his office.

Section 6. Treasurer. The Treasurer shall keep correct and complete books of account in accordance with the accounting methods adopted by the Board of Directors, showing the financial condition of the Corporation and the results of its operations. He shall have custody of all monies, securities, and other certificates evidencing intangible personal property belonging to the Corporation. He shall upon request furnish statements of the current financial condition and the current results of operations of the Corporation and he shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or the President or as are incidental to his office.

Section 7. Other Offices. All other officers shall have such powers and perform such duties as are delegated to them by the Board of Directors or the President.

Section 8. Removal. Any officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.

Section 9. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the Board for the unexpired portion of the term.

Section 10. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board.

6

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. To the extent permitted by applicable law, the Articles of Incorporation or these Bylaws, the Board 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.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one (1) or more officers, employees or agents of the Corporation in such manner as shall from time to time be determined by the Board.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any duly authorized depositories as the Board may select.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or any other officer of the Corporation authorized by the Board, attested by the Secretary or an Assistant Secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares issued and date of issue, shall be entered on the stock transfer books of the Corporation.

Notwithstanding the foregoing, the Board may provide by resolution that some or all of any or all classes or series of the Corporation's common stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

In the event that any shares of the Corporation's capital stock are issued without a certificate, within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement that includes the following:

(a) the name of the issuing corporation and that it is organized under the laws of Indiana;

(b) the name of the person to whom the shares were issued;

(c) the number and class of shares and the designation of the series, if any, the shares represents; and

(d) if the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series).

In the case of certificated shares, all certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate or evidence of the issuance of uncertificated shares shall be issued until the former certificate for a like number of shares has been surrendered and cancelled. In the case of uncertificated shares, proper transfer instructions for the number of shares involved shall be received before a new certificate or evidence of the issuance of uncertificated shares is issued therefor. In the case of a lost or destroyed certificate, a new certificate or uncertificated shares may be issued upon such terms and indemnity to the Corporation as the Board may prescribe.

7

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto duly authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only, in the case of certificated shares, on surrender for cancellation of the certificate for such shares or, in the case of uncertificated shares, on delivery of proper transfer instructions for the number of shares involved. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VIII

DIVIDENDS

Subject to applicable law, the Articles of Incorporation or these Bylaws, the Board may, from time to time, declare, and the Corporation may pay, dividends on the outstanding shares of capital stock of the Corporation.

ARTICLE IX

SECURITIES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to purchase, sell, transfer, encumber or vote any and all securities of any other corporation owned by the Corporation, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer, encumbrance or vote. The Board may, from time to time, confer like powers upon any other person or persons.

ARTICLE X

FISCAL YEAR, ANNUAL AUDIT

The fiscal year of the Corporation shall end on the 31st day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board.

ARTICLE XI

CORPORATE SEAL

The corporate seal of the Corporation, if any, shall be in such form as the Board shall prescribe.

ARTICLE XII

AMENDMENTS

These Bylaws may be adopted, amended or repealed by a resolution adopted by a two-thirds (2/3) majority of the directors then in office.

8

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

MID-SOUTHERN BANCORP, INC.

ARTICLE I

NAME

The name of this corporation is Mid-Southern Bancorp, Inc.

ARTICLE II

PURPOSE

The purpose of this corporation is to transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Law.

ARTICLE III

CAPITAL STOCK

Section 3.01. Amount. The total number of shares of all classes of stock which this corporation shall have authority to issue is thirty one million (31,000,000), of which thirty million (30,000,000) shall be common stock, par value $0.01 per share, and one million (1,000,000) shall be serial preferred stock, par value $0.01 per share.

Section 3.02. Terms of Preferred Stock. The shares of preferred stock may be issued from time to time in one or more series. The board of directors of this corporation shall have authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of preferred stock, to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had before the adoption of the resolution or resolutions originally fixing the number of shares of such series.

Sections 3.03. Terms of Common Stock. The shares of common stock may be issued from time to time. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock. Except as provided in Section 3.04, every holder of common stock shall have the right, at every stockholders' meeting, to one vote for each share standing in his or her name on the books of the corporation.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the board of directors.

In the event of any liquidation, dissolution or winding up of this corporation, after there shall have been paid to or set aside for the holders of any class having preferences over the common stock in the event of liquidation, dissolution or winding up the full preferential amounts to which they are respectively entitled, the holders of the common stock, and any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets, shall be entitled after payment or provision for payment of all debts and liabilities of this corporation, to receive the remaining assets of this corporation available for distribution, in cash or in kind.

Section 3.04. Limitation on Voting Rights.

1. Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-

outstanding shares of common stock (the "Limit"), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit, unless a majority of the Whole Board (as hereinafter defined) shall have by resolution granted in advance such entitlement or permission. The number of votes which may be cast by any 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 shall be a number equal to the total number of votes which a single record owner of all common stock owned by such person would be entitled to cast, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of common stock beneficially owned by such person owning shares in excess of the Limit.

2. The following definitions shall apply to this Section 3.04 of this Article III.

(a) "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of these Articles of Incorporation.

(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 provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however, that a person shall, in any event, also be deemed the "beneficial owner" of any common stock:

(i) which such person or any of its affiliates beneficially owns, directly or indirectly; or

(ii) which such person or any of its affiliates has (A) 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 this corporation to effect any transaction which is described in any one or more of subparagraphs (1)(a) through (h) of Section 5.01 of Article V or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (B) 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

(iii) which 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 this corporation; and provided further, however, that (i) no director or officer of this 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 this corporation or any subsidiary of this corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan. For purposes of computing the percentage 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 common stock which may be issuable by this 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 which may be issuable by this 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) "Whole Board" shall mean the total number of directors which this corporation would have if there were no vacancies on the board of directors.

3. The board of directors shall have the power to construe and apply the provisions of this Section 3.04 and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with

2

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 3.04 to the given facts, or (v) any other matter relating to the applicability or effect of this Section 3.04.

4. The board of directors shall have the right to demand that any person who is reasonably believed to beneficially own common stock in excess of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply this corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be required of such person.

5. Except as otherwise provided by law or expressly provided in this Section 3.04, the presence, in person or by proxy, of the holders of record of shares of capital stock of this corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section 3.04) entitled to be cast by the holders of shares of capital stock of this corporation entitled to vote shall constitute a quorum at all meetings of this stockholders, and every reference in these Articles of Incorporation 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.

6. Any constructions, applications, or determinations made by the board of directors pursuant to this Section 3.04 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 this corporation and its stockholders.

7. If any provision (or portion thereof) of this Section 3.04 shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section 3.04 shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken here from or otherwise rendered inapplicable, it being the intent of this corporation and its stockholders that each such remaining provision (or portion thereof) of this Section 3.04 remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. General. All corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be managed under the direction of, a board of directors except as may be otherwise provided by law or these Articles of Incorporation.

Section 4.02. Number and Terms. The authorized number of directors shall in no case be fewer than five (5) nor more than fifteen (15). The exact number of directors shall be fixed in or in accordance with the Bylaws.

The directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of the stockholders after their election, the term of office of the second class to expire at the second annual meeting of stockholders after their election, and the term of office of the third class to expire at the third annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders following the initial classification and election, 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, with each director to hold office until his or her successor shall have been duly elected and qualified.

There shall be no cumulative voting by stockholders of any class or series in the election of directors of this corporation.

Section 4.03. Initial Directors. The names of the initial members of the board of directors of this corporation are as follows:

3

Dana J. Dunbar

Paul G. Allemeier

Alexander G. Babey

Larry R. Bailey

Trent L. Fisher, DVM

Charles W. Lamb

Kermit A. Lamb

Brent A. Rosenbaum

Section 4.04. Newly Created Directorships and Vacancies. Any vacancies on the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of directors then in office, although less than a quorum, or by the sole remaining director. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires and until his or her successor shall have been elected and qualified. A director elected to fill a vacancy by reason of an increase in the number of directorships shall be elected by a majority vote of the directors then in office, although less than a quorum of the board of directors, to serve until the next election of the class for which such director shall have been chosen and until his or her successor shall have been elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the three (3) classes so as to make all classes as nearly equal in number as possible. If, consistent with the preceding requirement, the increase or decrease may be allocated to more than one (1) class, the increase or decrease may be allocated to any such class the board of directors selects in its discretion. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

Section 4.05. Removal. A director, or the entire board of directors, may be removed only for cause as determined by the affirmative vote of the holders of at least a majority of the shares then entitled to vote in an election of directors, which vote may only be taken at a meeting of stockholders called expressly for that purpose. Cause for removal shall be deemed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for gross negligence or gross misconduct in the performance of such director's duty to this corporation, in a matter of substantial importance to this corporation and such conviction or adjudication is no longer subject to direct appeal.

Section 4.06. Special Stockholder Meetings. Special meetings of the stockholders of this corporation may only be called by the chairman of the board of directors, President or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors which this corporation would have if there were no vacancies on the board of directors.

ARTICLE V

APPROVAL OF CERTAIN BUSINESS COMBINATIONS

The stockholder vote required to approve a Business Combination (as hereinafter defined) shall be as set forth in this Article V.

Section 5.01. Transactions with Related Persons.

1. Except as otherwise expressly provided in this Article V, the affirmative vote of the holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately, the affirmative vote of the holders of at least 80% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall be required in order to authorize any of the following:

(a) any merger or consolidation of this corporation with or into a Related Person (as hereinafter defined);

(b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or any Substantial Part (as hereinafter defined) of the assets of this corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person;

(c) any merger or consolidation of a Related Person with or into this corporation or a subsidiary of this corporation;

4

(d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to this corporation or a subsidiary of this corporation;

(e) the issuance of any securities of this corporation or a subsidiary of this corporation to a Related Person;

(f) the acquisition by this corporation or a subsidiary of this corporation of any securities of a Related Person;

(g) any reclassification of the common stock of this corporation, or any recapitalization involving the common stock of this corporation; and

(h) any agreement, contract or other arrangement providing for any of the transactions described in this Article V.

2. Such affirmative vote shall be required notwithstanding any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote.

3. "Business Combination", as used in this Article V, shall mean any transaction which is referred to in any one or more of subparagraphs (1)(a) through (h) above.

Section 5.02. Exception for Prior Approved Transactions. The provisions of Section 5.01 shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange, if such Business Combination shall have been approved by a two-thirds (2/3) vote of the Continuing Directors (as hereinafter defined); provided, however, that such approval shall be effective only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.

Section 5.03. Definitions. For the purposes of this Article V the following definitions apply:

1. "Related Person" shall mean and include (a) any individual, corporation, partnership or other person or entity which together with its "affiliates" (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended), "beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) in the aggregate 10% or more of the outstanding shares of the common stock of this corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of this corporation which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed "beneficially owned" by such Related Person.

2. "Substantial Part" shall mean more than 25% of the total assets of this corporation, as of the end of its most recent fiscal year ending prior to the time the determination is made.

3. "Continuing Director" shall mean any member of the board of directors of this corporation who is unaffiliated with the Related Person and was a member of the board of directors before the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then in office.

4. "Continuing Director Quorum" shall mean two-thirds (2/3) of the Continuing Directors capable of exercising the powers conferred on them.

5

ARTICLE VI

EVALUATION OF BUSINESS COMBINATIONS

In addition to any other considerations which the board of directors may lawfully take into account in determining whether to take or to refrain from taking any corporate action on any matter, including making or declining to make any recommendation to the stockholders of this corporation, the board of directors may in its discretion consider both the short-term and long-term best interests of this corporation (including the possibility that these interests may be best served by the continued independence of this corporation), taking into account, and weighing as the directors deem appropriate, the social and economic effects of such action on present and future employees, suppliers, customers of this corporation and its subsidiaries (including account holders and borrowers of any of this corporation's subsidiaries), the effect upon communities in which offices or other facilities of this corporation are located, and any other factors the directors consider pertinent.

ARTICLE VII

INDEMNIFICATION

Section 7.01. General Provisions. This corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Act or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he or she is or was a director, officer or employee of this corporation, or who, while serving as such director, officer or employee of this corporation, is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, settlements, penalties and fines (including excise taxes assessed with respect to employee benefit plans) actually or reasonably incurred by him in accordance with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed, in the case of conduct in his or her official capacity, was in the best interest of this corporation, and in all other cases, was not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, he or she either had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

Section 7.02. Indemnification Authorized. To the extent that a director, officer or employee of this corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 7.01 of this Article VII, or in the defense of any claim, issue or matter therein, this corporation shall indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Any other indemnification under Section 7.01 of this Article VII (unless ordered by a court) shall be made by this corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer or employee is permissible in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not at the time parties to such action, suit or proceeding; or (b) if a quorum cannot be obtained under subdivision (a), by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such action, suit or proceeding; or (c) by special legal counsel: (i) selected by the board of directors or its committee in the manner prescribed in subdivision (a) or (b), or (ii) if a quorum of the board of directors cannot be obtained under subdivision (a) and a committee cannot be designated under subdivision (b), selected by a majority vote of the full board of directors (in which selection directors who are parties may participate); or (d) by stockholders, but shares owned by or voted under the control of directors who are at the time parties to such action, suit or proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) to select counsel.

6

Section 7.03. Definition of Good Faith. For purposes of any determination under Section 7.01 of this Article VII, a person shall be deemed to have acted in good faith and to have otherwise met the applicable standard of conduct set forth in Section 7.01 of this Article VII if his or her action is based on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of this corporation or other enterprise whom he or she reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, appraisers or other persons as to matters he or she reasonably believes are within the person's professional or expert competence; or (c) a committee of the board of directors of this corporation or another enterprise of which the person is not a member if he or she reasonably believes the committee merits confidence. The term "another enterprise" as used in this Section 7.03 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent. The provisions of this Section 7.03 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standards of conduct set forth in Section 7.01 of this Article VII.

Section 7.04. Advancement of Expenses. Expenses incurred in connection with any civil or criminal action, suit or proceeding may be paid for or reimbursed by this corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the specific case in the same manner described in Section 7.02 of this Article VII, upon receipt of a written affirmation of the director, officer or employee's good faith belief that he or she has met the standard of conduct described in Section 7.01 of this Article VII and upon receipt of a written undertaking on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that he or she did not meet the standard of conduct set forth in this Article VII, and a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article VII.

Section 7.05. Non-Exclusivity. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under these Articles of Incorporation, this corporation's Bylaws, any resolution of the board of directors or stockholders, any other authorization, whenever adopted, after notice, by a majority vote of all voting stock then outstanding, or any contract, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.06. Vestment of Rights. The right of any individual to indemnification under this Article VII shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to in Section 7.01 of this Article VII and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these provisions. Notwithstanding the foregoing, the indemnification afforded under this Article VII shall be applicable to all alleged prior acts or omissions of any individual seeking indemnification hereunder, regardless if such alleged acts or omissions may have occurred before the adoption of this Article VII. To the extent such prior acts or omissions cannot be deemed to be covered by this Article VII, the right of any individual to indemnification shall be governed by the indemnification provisions in effect at the time of such prior acts or omissions.

Section 7.07. Insurance. This corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee or agent, whether or not this corporation would have power to indemnify the individual against the same liability under this Article VII.

Section 7.08. Other Definitions. For purposes of this Article VII, serving an employee benefit plan at the request of this corporation shall include any service as a director, officer or employee of this corporation which imposes duties on, or involves services by such director, officer or employee with respect to an employee benefit plan, its participants, or its beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of this corporation" referred to in this Article VII.

For purposes of this Article VII, "party" includes any individual who is or was a plaintiff, defendant or respondent in any action, suit or proceeding.

7

For purposes of this Article VII, "official capacity," when used with respect to a director, shall mean the office of director of this corporation; and when used with respect to an individual other than a director, shall mean the office in this corporation held by the officer or the employment or agency relationship undertaking by the employee or agent on behalf of this corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, except as set forth in Section 1 of this Article VII.

Section 7.09. Business Expenses. Any payments made to any indemnified party under this Article VII under any other right of indemnification shall be deemed to be an ordinary and necessary business expense of this corporation, and payment thereof shall not subject any person responsible for the payment, or the board of directors, to any action for corporate waste or to any similar action.

ARTICLE VIII

INITIAL REGISTERED OFFICE AND AGENT

The address of this corporation's initial registered office in the State of Indiana is 300 North Water Street, Salem, Indiana 47167. The name of its initial registered agent at such address is Erica B. Schmidt and the registered agent has consented to the appointment as registered agent.  The e-mail address of the registered agent at which the registered agent will accept electronic service of process is Bank.info@mid-southern.com

ARTICLE IX

CONDUCT OF AFFAIRS OF CORPORATION

Section 9.01. Control Share Acquisitions Chapter of the Indiana Business Corporations Law. The provisions of the Control Share Acquisitions Chapter of the Indiana Business Corporations Law, codified at Indiana Code §23-1-42, as amended from time to time, shall not apply to Control Share Acquisitions of shares of this corporation.

Section 9.02. Business Combinations Chapter of the Indiana Business Corporations Law. This corporation elects not to be subject to or be governed by the provisions of the Business Combinations Chapter of the Indiana Business Corporations Law, codified at Indiana Code §23-1-43, as amended from time to time.

ARTICLE X

AMENDMENT AND REPEAL OF ARTICLES OF INCORPORATION

This corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute. Notwithstanding the foregoing, (i) the approval of at least a two-thirds (2/3) majority of the directors then in office (or such greater proportion of directors and stockholders as may otherwise be required pursuant to any specific provision of these Articles of Incorporation) shall be required to amend, alter, repeal or change any provision of these Articles of Incorporation and (ii) the provisions set forth in Section 3.04 of Article III, Sections 4.02, 4.05 and 4.06 of Article IV, and in Articles V, VI, VII, IX and this Article X may not be repealed, altered, amended or rescinded in any respect unless the same is approved by the affirmative vote of the holders of not less than two-thirds (2/3) of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (considered for this purpose as a single class) cast at a meeting of the stockholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting).

ARTICLE XI

AMENDMENT AND REPEAL OF BYLAWS

This corporation's Bylaws may be adopted, amended or repealed by a resolution adopted by a two-thirds (2/3) majority of the directors then in office.

8

ARTICLE XII

INCORPORATOR

The name and address of the incorporator of this corporation is as follows:

Alexander G. Babey

300 North Water Street

Salem, Indiana 47167

ARTICLE XIII

LIQUIDATION ACCOUNT

Under regulations of the Office of the Comptroller of the Currency, the Corporation must establish and maintain a liquidation account (the "Liquidation Account") for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion and Reorganization (the "Plan of Conversion"). In the event of a complete liquidation involving (i) the Corporation or (ii) Mid-Southern Savings Bank, FSB, the Corporation must comply with the regulations of the Office of the Comptroller of the Currency and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holder's and Supplemental Eligible Account Holder's interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such account holders to voting rights.

IN WITNESS WHEREOF, the undersigned, being the incorporator named above, executes these Articles of Incorporation and affirms under penalties of perjury that the statements contained herein are true, this 24th day of January, 2018.

/s/ Alexander G. Babey

Alexander G. Babey, Incorporator

9

EX-3.2

Exhibit 3.2

BYLAWS

OF

MID-SOUTHERN BANCORP,  INC.

ARTICLE I

OFFICES

Section 1. Principal Office. Mid-Southern Bancorp, Inc. (hereinafter referred to as the "Corporation") shall at all times maintain a principal office in the State of Indiana, which, except as otherwise determined by the Board of Directors of the Corporation (hereinafter referred to as the "Board"), shall be in the City of Salem, County of Washington.

Section 2. Other Offices. The Corporation may also have offices at such other places within or without the State of Indiana as the Board shall from time to time designate or the business of the Corporation shall require.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings. All annual and special meetings of stockholders shall be held at such places within or without the State of Indiana as may from time to time be designated by the Board and specified in the notice of meeting.

Section 2. Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date and time as the Board may determine and specify in the notice of the meeting.

Section 3. Special Meetings. A special meeting of the stockholders may only be called by those persons authorized to do so in the Corporation's Articles of Incorporation. Business transacted at any special meeting of the stockholders shall be confined to the purpose or purposes stated in the notice of such meeting.

Section 4. Conduct of Meetings. Annual and special meetings of the stockholders shall be conducted in accordance with Indiana law unless otherwise prescribed by these Bylaws. The Chairman, or in the absence of the Chairman, the highest ranking officer of the Corporation who is present, or such other person as the Board shall have designated, shall call to order any meeting of the stockholders and act as chairman of the meeting. The Secretary of the Corporation, if present at the meeting, shall be the secretary of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting shall appoint. The chairman of any meeting of the stockholders, unless otherwise prescribed by law or regulation or unless the Chairman has otherwise determined, shall determine the order of business and the procedure at the meeting.

Section 5. Notice of Meetings. Written notice stating the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting of the stockholders is called shall be delivered no fewer than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman, the Secretary or the directors requesting the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the stockholder at his address as it appears on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6 of this Article II. When any meeting of the stockholders, either annual or special, is adjourned for more than thirty (30) days or if, after adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the date, time and place of any other adjourned meeting of the stockholders, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose under Indiana law, the Board may

fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than the seventy (70) days before the meeting or action requiring a determination of stockholders.

Section 7. Voting Lists. The Secretary of the Corporation, or other officer or agent of the Corporation having charge of the stock transfer books for shares of the capital stock of the Corporation, shall prepare and make, at least five (5) business days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder. Such list shall be open to the examination of any stockholder entitled to vote at the meeting, for any purpose germane to the meeting, during ordinary business hours, for a period of at least five (5) business days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the Corporation's principal office. Such list shall also be produced and kept open at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder present at the meeting. The stock transfer books shall be the only evidence as to who are the stockholders entitled to examine the stock transfer books, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Quorum. A majority of the outstanding shares of the Corporation entitled to vote at a meeting of the stockholders, represented in person or by proxy, shall constitute a quorum at a meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice except as otherwise provided in Section 5 of this Article II. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 9. Proxies. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing and complying with the requirements of Indiana law including but not limited to any electronic or telephonic means.

Section 10. Voting by the Corporation. Neither treasury shares of its own capital stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be entitled to vote or be counted for quorum purposes at any meeting of the stockholders; provided, however, that the Corporation may vote shares of its capital stock held by it, or by any such other corporation, if such shares of capital stock are held by the Corporation or such other corporation in a fiduciary capacity.

Section 11. Inspectors of Election. The Board shall, in advance of any meeting of stockholders, appoint one or three persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof.

Section 12. Notice for Nominations and Proposals

A. Nominations for the election of directors and proposals for any new business to be taken up at any annual or special meeting of stockholders may be made by the Board of Directors of the Corporation or by any stockholder of the Corporation entitled to vote generally in the election of directors. 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 entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 12. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the principal executive office of the Corporation not less than ninety (90) days prior to the date of the meeting; provided, however, that in the event that less than one hundred (100) days' notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in 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 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such

2

stockholder, (B) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder, and (C) a statement disclosing (1) whether such stockholder or any nominee thereof is acting with or on behalf of any other person and (2) if applicable, the identity of such person. In addition, the stockholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.

B. Each such notice given by a stockholder to the Secretary with respect to business proposals to bring before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business; (iii) the ownership interests such stockholder has in the Corporation, including the class and number of shares of the Corporation which are beneficially owned by such stockholder, and any hedges, economic incentives or other ownership positions in the Corporation's securities; and (iv) any material interest of the stockholder in such business. Notwithstanding anything in this Certificate to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Article.

C. The Chairman of the annual or special meeting of stockholders may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if the Chairman should so determine, the Chairman shall so declare to the meeting and the defective nomination or proposal shall be disregarded and laid over for action at the next succeeding adjourned, special or annual meeting of the stockholders taking place thirty days or more thereafter. This provision shall not require the holding of any adjourned or special meeting of stockholders for the purpose of considering such defective nomination or proposal.

D. The various requirements set forth in this Section 12 shall apply to all stockholder nominations and proposals, without regard to whether such nominations or proposals are required to be included in the Corporation's proxy statement or form of proxy.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board except as may be otherwise provided by law or the Articles of Incorporation. The Board shall elect from among its members a Chairman, and may elect one (1) or more Vice Chairmen of the Board. The Chairman, or in his absence the Vice Chairman, shall preside at all meetings of the Board.

Section 2. Number. The number of directors of the Corporation shall be fixed from time to time exclusively by the Board by resolution adopted by a majority of the total number of the Corporation's directors.

Section 3. Regular Meetings. A regular meeting of the Board shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the stockholders or at such other place as may be designated by the Board. Additional meetings shall be held at such time as the Board shall fix at such places within or without the State of Indiana as shall be fixed by the Board. No call shall be required for regular meetings for which the time and place has been fixed.

Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman or the Vice Chairman, or in the absence or disability of both of them, a majority of the remaining directors. The persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by such persons.

Section 5. Participation In Meetings. Members of the Board may participate in regular or special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 6. Notice. The persons authorized to call special meetings of the Board shall cause the Secretary of the Corporation to give written or oral notice of the meeting, specifying the time and place of the meeting, to each director, either personally, by mailing, or by e-mail, at least two (2) days in advance of the meeting. Any director may waive

3

notice of any meeting by a writing filed with the Secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except in the event a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. Unless otherwise prescribed in the Articles of Incorporation or these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the Corporation addressed to the Chairman or the Vice Chairman. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 11. Vacancies. Any vacancy occurring in the Board may be filled in accordance with the Articles of Incorporation.

Section 12. Removal. A director, or the entire board of directors, may be removed in accordance with the Articles of Incorporation.

Section 13. Compensation. Directors, as such, may receive pursuant to resolution of the Board, fixed fees and other compensation for their services as directors, including their services as members of committees of the Board.

Section 14. Qualification.

A. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Corporation unless the Corporation is a wholly owned subsidiary of a holding company.

B. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

C.   No person shall be eligible for election or appointment to the board of directors if such person did not, at the time of his or her first election or appointment to the board of directors, maintain his or her principal residence (as determined by reference to such person's most recent tax returns, copies of which shall be provided to the corporation for the sole purpose of determining compliance with this clause Section 14.C within one hundred and twenty (120) miles of a branch office maintained by the Corporation or any subsidiary thereof, for a period of at least one year prior to the date of his or her purported nomination, election or appointment to the board of directors.

D.A mandatory retirement from the Board shall, except in the exceptional circumstances herein described, be required at the age of seventy-five (75) years. A member of the Board  may continue beyond age seventy-five (75) and may thereafter be nominated for additional terms of office, subject to the following requirements: (a) the Board's  nominating committee must include a recommendation that an individual who is over the age of seventy-five (75) be nominated to continue to serve on the Board; and (b) the full Board must also approve the nomination as being in the best interest of the Corporation based upon specific findings that the nominee possesses expertise vital to the proper

4

functioning of the board by confidential ballot. Any such approval shall require the vote of a 75% majority of the Board members other than the proposed nominee. Following approval of such nomination by the Board, any such individual shall be subject to election at the annual meeting in accordance with the Bylaws of the Corporation.  This age limitation does not apply to an advisory director.

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

Section 1. Appointment. The Board, by resolution adopted by a majority of the Board, may designate the Chairman, the President and one (1) or more of the other directors to constitute an Executive Committee. The designation of any committee pursuant to this Article IV and the delegation of authority thereto shall not operate to relieve the Board, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The Executive Committee, when the Board is not in session, shall have and may exercise all of the authority of the Board except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, or as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the Executive Committee shall hold office until the next regular annual meeting of the Board following his designation and until a successor is designated as a member of the Executive Committee.

Section 4. Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time. Special meetings of the Executive Committee may be called by the Chairman or the President, or in the absence or disability of both of them, by a majority of the remaining members of the Executive Committee upon not less than one (1) day's notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meetings.

Regular or special meetings may be held by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other.

Section 5. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present as a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.

Section 7. Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the Board.

Section 8. Resignations and Removal. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the Board. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the Chairman or the President. Unless otherwise specified thereon, such resignation shall take effect upon receipt. The acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The Chairman shall be presiding officer of the Executive Committee, or, in his absence or disability, the President, or in the absence or disability of both of them, such other persons as may be elected by a majority of the members present. The Executive Committee may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the Board for its information at the meeting thereof held next after the proceedings shall have been taken.

5

Section 10. Other Committees. The Board may by resolution establish an audit committee or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Corporation and may prescribe the duties, constitution and procedures thereof.

ARTICLE V

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of a President, one (1) or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. The same individual may simultaneously hold more than one office in the corporation. The Board may designate one (1) or more Vice Presidents as Executive Vice President or Senior Vice President. The Board may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the Board may from time to time authorize or determine. In the absence of action by the Board, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not by itself create any contractual rights. The Board may authorize the Corporation to enter into an employment contract with any officer, but no contract shall impair the right of the Board to remove any officer at any time in accordance with Section 8 of this Article V.

Section 3. President. The President shall have the authority and the duty to manage the affairs of the Corporation and shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or as are incidental to his office. The President shall be a director.

Section 4. Vice President. The Vice President or Vice Presidents, if any, shall perform the duties of the President in his absence or during his disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them from time to time by the Board of Directors or the President.

Section 5. Secretary. The Secretary shall have custody of the minutes and records of the Corporation. He shall keep the minutes of all meetings of the stockholders and of the Board of Directors, shall give such notice as may be required for all such meetings and shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or the President or as are incidental to his office.

Section 6. Treasurer. The Treasurer shall keep correct and complete books of account in accordance with the accounting methods adopted by the Board of Directors, showing the financial condition of the Corporation and the results of its operations. He shall have custody of all monies, securities, and other certificates evidencing intangible personal property belonging to the Corporation. He shall upon request furnish statements of the current financial condition and the current results of operations of the Corporation and he shall have such other powers and perform such other duties as are delegated to him by the Board of Directors or the President or as are incidental to his office.

Section 7. Other Offices. All other officers shall have such powers and perform such duties as are delegated to them by the Board of Directors or the President.

Section 8. Removal. Any officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.

Section 9. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the Board for the unexpired portion of the term.

Section 10. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board.

6

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. To the extent permitted by applicable law, the Articles of Incorporation or these Bylaws, the Board 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.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one (1) or more officers, employees or agents of the Corporation in such manner as shall from time to time be determined by the Board.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any duly authorized depositories as the Board may select.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or any other officer of the Corporation authorized by the Board, attested by the Secretary or an Assistant Secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares issued and date of issue, shall be entered on the stock transfer books of the Corporation.

Notwithstanding the foregoing, the Board may provide by resolution that some or all of any or all classes or series of the Corporation's common stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

In the event that any shares of the Corporation's capital stock are issued without a certificate, within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement that includes the following:

(a) the name of the issuing corporation and that it is organized under the laws of Indiana;

(b) the name of the person to whom the shares were issued;

(c) the number and class of shares and the designation of the series, if any, the shares represents; and

(d) if the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series).

In the case of certificated shares, all certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate or evidence of the issuance of uncertificated shares shall be issued until the former certificate for a like number of shares has been surrendered and cancelled. In the case of uncertificated shares, proper transfer instructions for the number of shares involved shall be received before a new certificate or evidence of the issuance of uncertificated shares is issued therefor. In the case of a lost or destroyed certificate, a new certificate or uncertificated shares may be issued upon such terms and indemnity to the Corporation as the Board may prescribe.

7

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto duly authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only, in the case of certificated shares, on surrender for cancellation of the certificate for such shares or, in the case of uncertificated shares, on delivery of proper transfer instructions for the number of shares involved. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VIII

DIVIDENDS

Subject to applicable law, the Articles of Incorporation or these Bylaws, the Board may, from time to time, declare, and the Corporation may pay, dividends on the outstanding shares of capital stock of the Corporation.

ARTICLE IX

SECURITIES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to purchase, sell, transfer, encumber or vote any and all securities of any other corporation owned by the Corporation, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer, encumbrance or vote. The Board may, from time to time, confer like powers upon any other person or persons.

ARTICLE X

FISCAL YEAR, ANNUAL AUDIT

The fiscal year of the Corporation shall end on the 31st day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board.

ARTICLE XI

CORPORATE SEAL

The corporate seal of the Corporation, if any, shall be in such form as the Board shall prescribe.

ARTICLE XII

AMENDMENTS

These Bylaws may be adopted, amended or repealed by a resolution adopted by a two-thirds (2/3) majority of the directors then in office.

8

EX-4

Exhibit 4

MID-SOUTHERN BANCORP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA

COMMON STOCK	CUSIP
	See Reverse For Certain Definitions

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

Mid-Southern Bancorp, Inc. ("Corporation"), a stock corporation incorporated under the laws of the State of Indiana.  The shares represented by this Certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof or by such holder's duly authorized attorney or legal representative upon the surrender of this Certificate properly endorsed.  Such shares are non-withdrawable and not insurable.  Such shares are not insured by the federal government.  The Articles and shares represented hereby are issued and shall be held subject to all provisions of the Articles of Incorporation and Bylaws of the Corporation and any amendments thereto (copies of which are on file with the Transfer Agent), to all of which provisions the holder by acceptance hereof, assents.

IN WITNESS WHEREOF, Mid-Southern Bancorp, Inc. has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed.

CORPORATE SECRETARY	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	TRANSFER AGENT

[SEAL]

MID-SOUTHERN BANCORP, INC.

The shares represented by this Certificate are issued subject to all the provisions of the Articles of Incorporation and Bylaws of Mid-Southern Bancorp, Inc. ("Corporation") as from time to time amended (copies of which are on file with the Transfer Agent and at the principal executive offices of the Corporation).

The shares represented 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 vote in respect of the shares held in excess of the Limit, unless a majority of the whole Board of Directors, as defined in the Articles of Incorporation shall have by resolution granted in advance such entitlement or permission.

The Board of Directors of the Corporation is authorized by resolution(s), from time to time adopted, to provide for the issuance of preferred stock in series and to fix and state the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof.  The Corporation will furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof.

The shares represented by this Certificate may not be cumulatively voted on any matter.  The affirmative vote of the holders of at least 80% of the voting stock of the Corporation, voting together as a single class, shall be required to approve certain business combinations and other transactions, pursuant to the Articles of Incorporation, or to amend certain provisions of the Articles of Incorporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations.

TEN COM	-as tenants in common
TEN ENT	-as tenants by the entireties
JT TEN	-as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT	-_______Custodian_______ under Uniform Gifts to Minors Act _________
	(Cust)                      (Minor)                                                                     (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 OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address, including postal zip code, of assignee

shares of the common stock evidenced by this 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. 

Dated _________________

____________________________________

                              Signature

____________________________________

                               Signature

NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.

EX-5

Exhibit 5

[LETTERHEAD OF BREYER & ASSOCIATES PC]

March 23, 2018

Board of Directors

Mid-Southern Bancorp, Inc.

300 N. Water Street

Salem, Indiana 47167

Re: Mid-Southern Bancorp, Inc.

To the Board of Directors:

You have requested our opinion as special counsel for Mid-Southern Bancorp, Inc., a Indiana corporation (the "Company"), in connection with the Registration Statement on Form S-1 (the "Registration Statement") filed by the Company on March 23, 2018 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").

In rendering this opinion, we understand that the common stock of the Company, par value $0.01 per share (the "Common Stock") will be offered and sold in the manner described in the prospectus contain in the Registration Statement (the "Prospectus").

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the validity of the Common Stock.

We have examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company, and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments, and certificates we have reviewed.

Based on and subject to the foregoing, and assuming that: (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Common Stock is offered or issued as

Securities and Exchange Commission

March 23, 2018

Page 2

contemplated by the Registration Statement; and (iii) the Common Stock will be issued and sold in the manner stated in the Registration Statement and the Prospectus; we are of opinion that:

1. The Common Stock that will be issued in connection with the Registration Statement will be validly issued, fully paid and non assessable.

We express no opinion as to laws other than the laws of the State of Indiana with respect to the opinions set forth in paragraph (1) above, including the provisions of the Indiana State Constitution and the reported judicial decisions interpreting such law.  No opinion is expressed herein with respect to the qualification of the Common Stock under the securities or blue sky laws of any other state or any foreign jurisdiction.

We hereby consent to the reference to us under the heading "Legal Matters" in the Prospectus and to the filing of this opinion as Exhibit 5 to the Registration Statement.  By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/Breyer & Associates PC 

BREYER & ASSOCIATES PC

EX-8.1

Exhibit 8.1

LAW OFFICES

Silver, Freedman, Taff & Tiernan LLP

A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

3299 K STREET, N.W., SUITE 100

WASHINGTON, D.C. 20007

PHONE: (202) 295-4500

 FAX:   (202) 337-5502

 WWW.SFTTLAW.COM

WWW.SFTLAW.COM

March 23, 2018

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSB   

Gentlemen:

You have requested our opinion regarding the material federal income tax consequences resulting from the transactions associated with the proposed conversion of Mid-Southern, M.H.C., a federal mutual holding company (the "Mutual Holding Company") into the capital stock form of organization (the "Conversion") to be effected pursuant to the terms of a Plan of Conversion and Reorganization of Mutual Holding Company dated January 24, 2018 (the "Plan"). This opinion is being issued pursuant to Section 25 of the Plan. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.

Current Structure

At the present time, Mutual Holding Company possesses a Majority Ownership Interest in Mid-Southern Savings Bank, FSB (the "Bank"). The Minority Stockholders own, or possess the right to acquire through option rights, the remaining ownership in the Bank (the "Minority Shares") representing in the aggregate, on a fully exercised and diluted basis, less than 50% of the outstanding common stock of the Bank. The only outstanding equity securities of the Bank are shares of common stock. Mutual Holding Company is a mutual form of organization without authority to issue capital stock and is owned by the depositors of the Bank, who are entitled to voting rights and liquidation proceeds, after payment of creditors, upon the complete liquidation of Mutual Holding Company.  Borrowers of the Bank also have voting rights in the Mutual Holding Company.

Proposed Transactions

It is proposed, through a two-step process (the Share Exchange and the MHC Merger (as such terms are defined below)) and the Offering, that Mid-Southern Bancorp, Inc. (the "Holding Company") will become the owner of 100% of the outstanding common stock of the Bank and that Holding Company will be owned by the Minority Stockholders and the persons acquiring Holding Company Common Stock in the Offering, with Eligible Account Holders and Supplemental Eligible Account Holders possessing rights in the Liquidation Account of Holding Company, including indirect rights in the Bank Liquidation Account.

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 2

Steps in the Proposed Transaction

1.         Mutual Holding Company will form Holding Company as a first-tier Indiana chartered stock corporation and will contribute $1,000 to Holding Company in exchange for 100 shares of Holding Company.

2.         Holding Company will provide for the Liquidation Account.

3.         Bank will amend its governing documents to provide for the Bank Liquidation Account.

4.         Subject to the rights of Stockholders who exercise dissenters rights as provided in the Plan, (a) the shares of common stock of the Bank held by Minority Stockholders will be exchanged for shares of Holding Company Common Stock based on the Exchange Ratio, (b) the shares of common stock of the Bank held by the Mutual Holding Company will be exchanged for shares of Holding Company Common Stock based on the Majority Ownership Interest, which shares of Holding Company Common Stock will be constructively received by the Mutual Holding Company and (c) all outstanding options to acquire shares of the common stock of the Bank will be converted to options to acquire shares of Holding Company Common Stock as provided in the Plan (the "Share Exchange").

5.         Immediately following the Share Exchange, the Mutual Holding Company will merge with and into the Holding Company (the "MHC Merger").  In the MHC Merger, all of the Holding Company Common Stock held by Mutual Holding Company, including shares constructively received in the Share Exchange, will be cancelled, and the ownership rights/liquidation interests of eligible Members   (i.e. Eligible Account Holders and Supplemental Eligible Account Holders) in Mutual Holding Company will be constructively exchanged for equivalent liquidation interests in Holding Company (i.e. rights in the Liquidation Account).

 6.         Immediately after the MHC Merger, the Holding Company will offer for sale and sell a number of shares of Holding Company Common Stock in the Offering that will represent ownership by the purchasers thereof of the same percentage of ownership of Holding Company after completion of the Offering as the percentage of ownership possessed by Mutual Holding Company in the Holding Company immediately prior to the MHC Merger.

7.         The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank as paid in capital to the Bank.

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 3

Consequences of the Proposed Transaction

The outstanding Holding Company Common Stock will be owned 100% by the purchasers of shares in the Offering and the Minority Stockholders. Immediately after completion of the Offering, the Minority Stockholders will possess, based solely upon their exchange of their shares of common stock in the Bank for shares of Holding Company Common Stock in the Share Exchange, the same ownership rights (including percentage ownership) in Holding Company that they possessed in the Bank immediately prior to the Share Exchange.

The Liquidation Account will be maintained by Holding Company for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with the Bank. The Liquidation Account will have an initial balance equal to (a) the product of (i) the percentage of the outstanding Bank common stock owned by Mutual Holding Company immediately prior to the Share Exchange and (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion plus (b) the value of the net assets of the Mutual Holding Company as reflected in its latest statement of financial condition prior to the effective date of the Conversion (excluding the value of its ownership of Bank common stock prior to the Share Exchange but including the $1,000 contributed by Mutual Holding Company to Holding Company upon the formation of Holding Company).

Holding Company will own all of the common stock of the Bank.  The Bank Liquidation Account will be maintained by the Bank for the benefit of Eligible Account Holders and Supplemented Eligible Account Holders in the same manner and at all times in the same amount as the Liquidation Account.  The Bank Liquidation Account will be utilized where there is a complete liquidation of the Bank, or a complete liquidation of the Bank and Holding Company at a time when the Bank has a positive net worth and Holding Company does not have sufficient assets at such time to fully satisfy its Liquidation Account obligations.  In such case, the Bank shall pay directly to Eligible Account Holders and Supplemented Eligible Account Holders from the Bank Liquidation Account, the Holding Company's remaining obligations under the Liquidation Account prior to making any distribution to the holders of Bank capital stock.

Opinions

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Plan, the Agreement and Plan of Share Exchange and Merger by and between the Mutual Holding Company, the Holding Company and the Bank (the "Agreement") and such other corporate documents of the Mutual Holding Company and the Bank as we have deemed appropriate. We have also relied, without independent verification, upon the factual representations of the Mutual Holding Company and the Bank in a tax representation to us dated as of the date hereof.  We have assumed that such representations are true and that the parties making such representations as well as the Holding Company will act in accordance with the Plan; and that the Plan, and all

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 4

other documents entered into to effect the transactions contemplated by the Plan have been duly adopted or approved by all required action and that the MHC Merger described above will be consummated as a statutory merger. We express no opinion concerning the effects, if any, of variations of the foregoing.

In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury Regulations thereunder, current administrative rulings, notices, 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 after the date hereof.

Based upon and subject to the foregoing and the qualifications and limitations set forth herein below, it is our opinion for federal income tax purposes, as follows:

1. The Share Exchange will qualify as a tax free exchange under Section 351 of the Code or a tax free reorganization under Section 368(a)(1)(B) of the Code.

2. No gain or loss will be recognized by the Bank, the Holding Company or the Stockholders upon the transfer of all of the outstanding common stock of the Bank to the Holding Company in exchange for Holding Company Common Stock  except for cash paid in lieu of fractional share interests and cash paid in exchange for dissenting shares. (Section 351(a), Section 354 and Section 361(a) of the Code).

3. Each Minority Stockholder's aggregate basis in his or her Holding Company Common Stock received in exchange for shares of Bank common stock in the Share Exchange will be the same as the aggregate basis of the shares surrendered in exchange therefor, subject to the cash in lieu of a fractional share interest provisions of paragraph 6 below. (Section 358(a) of the Code).

4. Each Stockholder's holding period of his or her Holding Company Common Stock received in exchange for shares of Bank common stock in the Share Exchange will include the period during which these shares were held, provided the shares are a capital asset in the hands of the Stockholder on the date of the exchange. (Section 1223(1) of the Code).

5. A Minority Stockholder who dissents to the Share Exchange and receives cash in exchange for his or her dissenting shares will recognize gain or loss equal to the difference between the amount of cash received and such Minority Stockholder's adjusted tax basis  in his or her dissenting shares, with the result that such Stockholder will generally have short-term or long-term capital gain or loss depending on the holding period of such dissenting shares.

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 5

6. The payment of cash to former holders of Bank common stock in lieu of fractional share interests of Holding Company Common Stock will be treated as though fractional share interests of Holding Company Common Stock were distributed as part of the Share Exchange and then redeemed by the Holding Company.  The cash payments will be treated as distributions in full payment for the fractional share interests deemed redeemed under Section 302(a) of the Code, with the result that such former holders of Bank common stock will generally have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional share interests.

7. The MHC Merger will qualify as a tax free reorganization within the meaning of Section 368(a)(1)(A) of the Code.

8. The exchange of the Eligible Account Holders' and Supplemental Eligible Account Holders' liquidation interests in the Mutual Holding Company for liquidation interests in the Holding Company in the MHC Merger will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations.

9. Mutual Holding Company will not recognize any gain or loss on the transfer of its assets to the Holding Company and the Holding Company's assumption of its liabilities, if any, in the MHC Merger, pursuant to which Eligible Account Holders and Supplemental Eligible Account Holders will receive interests in the Liquidation Account of the Holding Company in exchange for their liquidation interests in the Mutual Holding Company (Section 361(a), 361(c) and 357(a) of the Code.)

10. No gain or loss will be recognized by the Holding Company upon the receipt of the assets of the Mutual Holding Company in the MHC Merger.  (Section 1032(a) of the Code.)

11. Eligible Account Holders and Supplemental Eligible Account Holders will recognize no gain or loss upon their receipt of liquidation interests in the Holding Company in exchange for their liquidation interests in the Mutual Holding Company in the MHC Merger (Section 354(a) of the Code.)

12. The basis of the assets of the Mutual Holding Company to be received by the Holding Company in the MHC Merger will be the same as the basis of such assets in the hands of the Mutual Holding Company immediately prior to the transfer.  (Section 362(b) of the Code.)

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 6

13. The holding period of the assets of the Mutual Holding Company to be received by the Holding Company in the MHC Merger will include the holding period of those assets in the hands of the Mutual Holding Company immediately prior to the transfer.  (Section 1223(2) of the Code.)

14. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Common Stock is zero.  Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon the distribution to them of nontransferable subscription rights to purchase shares of Holding Company Common Stock.  (Section 356(a) of the Code.)  Gain, if any, realized by these account holders and members will not exceed the fair market value of the subscription rights distributed.  It is more likely than not that Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not recognize any gain as the result of the exercise by them of nontransferable subscription rights.

15. It is more likely than not that the fair market value of the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets is zero.  Accordingly, it is more likely than not that no gain or loss will be recognized by the Holding Company or Eligible Account Holders and Supplemental Eligible Account Holders from the establishment or maintenance of the Bank Liquidation Account or any deemed distribution to the Holding Company, Eligible Account Holders and/or Supplemental Eligible Account Holders of rights in the Bank Liquidation Account as of the effective date of the MHC Merger.  (Section 356(a) of the Code.)

16. It is more likely than not that the basis of the Holding Company Common Stock purchased in the Offering through the exercise of nontransferable subscription rights will be the purchase price thereof.  (Section 1012 of the Code.)

17. The holding period of the Holding Company Common Stock purchased pursuant to the exercise of subscription rights will commence on the date on which the right to acquire this stock was exercised.  (Section 1223(5) of the Code.)

18. No gain or loss will be recognized by the Holding Company on the receipt of money in exchange for the Holding Company Common Stock sold in the Offering.  (Section 1032 of the Code.)

Our opinions under paragraphs 14 and 16 above are based on the position that the subscription rights to purchase shares of Holding Company Common Stock received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members have a fair market value of zero. We understand that the subscription rights will be granted at no cost to the

Boards of DirectorsMid-Southern, M.H.C.Mid-Southern Savings Bank, FSBMarch 23, 2018

Page 7

recipients, will be legally nontransferable and of short duration, and will provide the recipient with the right only to purchase shares of Holding Company Common Stock at the same price to be paid by purchasers in the Offering. We also note that the Internal Revenue Service has not in the past concluded that subscription rights in this type of transaction have any value. In addition, we are relying on a letter from Keller & Company, Inc. to you stating its belief that the subscription rights do not have any economic value at the time of distribution or at the time the rights are exercised in the Subscription Offering. Based on the foregoing, we believe it is more likely than not that the nontransferable subscription rights to purchase Holding Company Common Stock have no value.

If the subscription rights are subsequently found to have an economic 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 the Bank may be taxable on the distribution of the subscription rights.

Our opinion under paragraph 15 above is based on the position that the contingent benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in limited circumstances where the Holding Company lacks sufficient net assets has a fair market value of zero. We understand that: (i) there is no history of any holder of an interest in this type of liquidation account receiving any payment attributable to such liquidation account interest; (ii) the interests in the Liquidation Account and Bank Liquidation Account are not transferable; (iii) the amounts due under the Liquidation Account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder (and corresponding amounts due under the Bank Liquidation Account) will be reduced as their deposits in the Bank are reduced as described in the Plan; and (iv) the Bank Liquidation Account payment obligation arises only if there is a complete liquidation of the Bank, or a complete liquidation of the Bank and Holding Company at a time when the Bank has a positive net worth and the Holding Company has insufficient net assets to fully fund the distribution due with respect to the Liquidation Account.

In addition, we are relying on a letter from Keller & Company, Inc. to you stating its belief that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the limited circumstances described above does not have any economic value at the time of the MHC Merger or upon completion of the Offering. Based on the foregoing we believe it is more likely than not that such rights or deemed rights in the Bank Liquidation Account have no value.

If such Bank Liquidation rights are subsequently found to have an economic value, income may be recognized by the Holding Company or each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of such fair market value as of the effective date of the MHC Merger or consummation of the Offering.

We hereby consent to the filing of this opinion as an exhibit to regulatory filings and applications seeking approval of the Conversion from the Board of Governors of the Federal Reserve Board and to Holding Company's Registration Statement as filed with Securities and Exchange Commission.

Sincerely,

 /s/Barry P. Taff, P.C.

Silver, Freedman, Taff & Tiernan LLP

EX-8.2

 

Exhibit 8.2

March 23, 2018

Boards of Directors of

Mid-Southern, M. H. C.

Mid-Southern Savings Bank, FSB

Mid-Southern Bancorp, Inc.

Gentlemen:

In accordance with your request, set forth herein is our opinion regarding the Indiana income tax consequences resulting from the transactions associated with the proposed conversion of Mid-Southern, M.H.C., a federal mutual holding company ("the MHC") into the capital stock form of organization to be effected pursuant to the terms of a Plan of Conversion and Reorganization of the MHC dated January 24, 2018 ("the Plan").  This opinion is being issued pursuant to Section 25 of the Plan.

In 1998, the MHC was organized as a mutual holding company of Mid-Southern Savings Bank, FSB, a federally chartered stock savings bank (the "Bank"), owning 71% of its common stock, and conducted an initial public offering by selling a minority of the Bank's common stock to the public. Pursuant to the Plan, (i) the MHC formed Mid-Southern Bancorp, Inc., an Indiana stock corporation as a first-tier subsidiary of the MHC (the "Holding Company"), and (ii) the MHC will merge with and into the Holding Company with the Holding Company as the resulting entity.  As part of the merger, the shares of common stock of the Bank held by the minority stockholders will be exchanged for shares of Holding Company common stock based on the exchange ratio defined in the Plan.  The liquidation interests in the MHC constructively received by the eligible members of the MHC will be exchanged for an interest in a liquidation account representing the ownership rights/liquidation interests in the Holding Company.  Immediately after the merger, the Holding Company will offer for sale the Holding Company common stock in a subscription offering pursuant to nontransferable subscription rights first to the Bank's eligible account holders, second to the tax-qualified employee stock benefit plans, third to the Bank's supplemental eligible account holders and fourth to other members of the MHC.  Shares not subscribed for in the subscription offering will be offered to the general public in a direct community offering and, if necessary, a syndicated community offering.

The exchange ratio will result in minority stockholders of the Bank owning in the aggregate approximately the same percentage of the common stock of the Holding Company to be outstanding upon the completion of the conversion as the percentage of Bank common stock owned by them in the aggregate immediately before consummation of the conversion, before giving effect to any (i) payment of cash in lieu of issuing fractional exchange shares, (ii)  the payment of cash to minority stockholders of the Bank who exercise and perfect their rights of dissent and appraisal pursuant to 12 C. F. R. 552.14, and (iii)  shares of the common stock of the Holding Company purchased by the minority stockholders in the conversion stock offerings.  Also, pursuant to the Plan, the aggregate purchase price at which all shares of common stock will

be offered and sold pursuant to the Plan and the total number of shares of common stock to be offered in the conversion will be determined by the Boards of Directors of the Bank and the MHC on the basis of the estimated pro forma market value of the Bank as a subsidiary of the Holding Company.  The estimated pro forma market value will be determined by an independent appraiser.

The Plan provides for the establishment of a Bank liquidation account for the benefit of eligible account holders and supplemental eligible account holders who continue to maintain their accounts at the Bank after the conversion.  The liquidation account will be reduced annually to the extent that eligible account holders and supplemental eligible account holders have reduced their qualifying deposits as of each anniversary date.  Subsequent increases will not restore an eligible or supplemental eligible account holder's interest in the liquidation account.  In the event of a complete liquidation of the Bank, each eligible account holder and supplemental eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held.

In connection with the opinions expressed below, we have examined and relied upon originals or copies certified or otherwise identified to our satisfaction, of the Plan as adopted by the Boards of Directors of the Bank and MHC on January 24, 2018 and such other corporate documents of the Bank and MHC as we have deemed appropriate. We have assumed the representations are true and that the parties to the Plan will act in accordance with the Plan, and that all other documents entered into to effect the transactions contemplated by the Plan have been duly adopted or approved by all required action and that the MHC merger described above will be consummated as a statutory merger.  Also, we have relied upon the Federal Tax Opinion of Silver, Freedman, Taff & Tiernan, LLP dated March 23, 2018 ("Federal Tax Opinion"), incorporated hereunder by reference.

Based on and subject to the foregoing, and the conclusions stated in the Federal Tax Opinion as to the federal income tax consequences of the Conversion and Reorganization, it is our opinion that for Indiana income tax purposes, under current law:

1.  The Conversion and Reorganization transactions and the subsequent stock offering will be treated in an identical manner as it is treated for federal income tax purposes under the Internal Revenue Code.  The Internal Revenue Code as amended and in effect as of January 1, 2016 have been adopted by the state of Indiana and incorporated by reference into the income tax laws of the state of Indiana.

2.  Under the income tax laws of the state of Indiana, consummation of the Conversion and Reorganization will not be a taxable event to the Bank, its account holders, the MHC or the Holding Company.

This opinion is given solely for the benefit of the parties to the Plan, the shareholders of the Holding Company and eligible account holders, supplemental eligible account holders and other investors who purchase common stock pursuant to the Conversion and Reorganization, and may not be relied upon by any other party or entity or referred to in any document without our express written consent.  As noted above, this opinion is limited to the Indiana income tax consequences

of the Conversion and Reorganization and we undertake no responsibility to update or supplement our opinion.

We hereby consent to the filing of this opinion with the SEC and the Board of Governors of the Federal Reserve System as exhibits to the Registration Statement and the Bank's Application for Conversion on Form AC, respectively, and the reference to our firm in the prospectus which is a part of both the Registration Statement and the Form AC.

Yours truly,

 /s/Monroe Shine & Co., Inc.

Monroe Shine & Co., Inc.

EX-10.1

Exhibit 10.1

MID-SOUTHERN BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 2018

MID-SOUTHERN BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

PREAMBLE				1
ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION				2
	1.1	Definitions		2
		(a)	Account	2
		(b)	Act	2
		(c)	Administrator	2
		(d)	Annual Additions	2
		(e)	Authorized Leave of Absence	2
		(f)	Beneficiary	2
		(g)	Board of Directors	3
		(h)	Break	3
		(i)	Code	3
		(j)	Compensation	3
		(k)	Date of Hire	4
		(l)	Disability	4
		(m)	Disability Retirement Date	4
		(n)	Effective Date	4
		(o)	Eligibility Period	5
		(p)	Employee	5
		(q)	Employee Stock Ownership Account	5
		(r)	Employee Stock Ownership Contribution	5
		(s)	Employee Stock Ownership Suspense Account	5
		(t)	Employer	5
		(u)	Employer Securities	5
		(v)	Employment Commencement Date	5
		(w)	Entry Date	5
		(x)	Exempt Loan	5
		(y)	Exempt Loan Suspense Account	6
		(z)	Financed Shares	6
		(aa)	Former Participant	6
		(bb)	Fund	6
		(cc)	Hour of Service	6
		(dd)	Investment Adjustments	6
		(ee)	Limitation Year	6
		(ff)	Normal Retirement Date	7
		(gg)	Participant	7
		(hh)	Plan	7
		(ii)	Plan Year	7
		(jj)	Qualified Domestic Relations Order	7
		(kk)	Qualified Military Service	7
		(ll)	Related Employer	7
		(mm)	Retirement	7
		(nn)	Service	8
		(oo)	Sponsor	8
		(pp)	Statutory Compensation	8
		(qq)	Trust Agreement	8
		(rr)	Trustee	8

i

		(ss)	Valuation Date	8
		(tt)	Year of Eligibility Service	8
		(uu)	Year of Vesting Service	8
	1.2	Plurals and Gender		8
	1.3	Incorporation of Trust Agreement		8
	1.4	Headings		8
	1.5	Severability		8
	1.6	References to Governmental Regulations		9
	1.7	Notices		9
	1.8	Evidence		9
	1.9	Action by Employer		9
ARTICLE II - PARTICIPATION				10
	2.1	Commencement of Participation		10
	2.2	Termination of Participation		10
	2.3	Resumption of Participation		10
	2.4	Determination of Eligibility		10
	2.5	Restricted Participation		11
ARTICLE III - CREDITED SERVICE				12
	3.1	Service Counted for Eligibility Purposes		12
	3.2	Service Counted for Vesting Purposes		12
	3.3	Credit for Pre-Break Service		12
	3.4	Service Credit During Authorized Leaves		12
	3.5	Service Credit During Maternity or Paternity Leave		13
	3.6	Ineligible Employees		13
	3.7	Military Service Provisions		13
ARTICLE IV - CONTRIBUTIONS				15
	4.1	Employee Stock Ownership Contribution		15
	4.2	Time and Manner of Employee Stock Ownership Contribution		15
	4.3	Records of Contributions		16
	4.4	Erroneous Contributions		16
ARTICLE V - ACCOUNTS, ALLOCATIONS AND INVESTMENTS				17
	5.1	Establishment of Separate Participant Accounts		17
	5.2	Establishment of Suspense Accounts		17
	5.3	Allocation of Earnings, Losses and Expenses		18
	5.4	Application of Forfeitures		18
	5.5	Allocation of Employee Stock Ownership Contribution		18
	5.6	Limitation on Annual Additions		18
	5.7	Erroneous Allocations		19
	5.8	Value of Participant's Account		19
	5.9	Investment of Account Balances		19
ARTICLE VI - RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY				20
	6.1	Normal Retirement		20
	6.2	Early Retirement		20
	6.3	Disability Retirement		20
	6.4	Death Benefits		20
	6.5	Designation of Beneficiary and Manner of Payment		20
ARTICLE VII - VESTING AND FORFEITURES				22

ii

	7.1	Vesting on Death, Disability and Normal Retirement	22
	7.2	Vesting on Termination of Participation	22
	7.3	Forfeitures	22
ARTICLE VIII - EMPLOYEE STOCK OWNERSHIP PROVISIONS			24
	8.1	Right to Demand Employer Securities	24
	8.2	Voting Rights; Tendering Shares	24
	8.3	Nondiscrimination in Employee Stock Ownership Contribution	25
	8.4	Dividends	25
	8.5	Exempt Loans	26
	8.6	Exempt Loan Payments	27
	8.7	Put Option	28
	8.8	Diversification Requirements	28
	8.9	Independent Appraiser	29
ARTICLE IX - PAYMENTS AND DISTRIBUTIONS			30
	9.1	Payments on Termination of Service - In General	30
	9.2	Commencement of Payments	30
	9.3	Mandatory Commencement of Benefits	30
	9.4	Required Beginning Dates	33
	9.5	Form of Payment	34
	9.6	Payments Upon Termination of Plan	34
	9.7	Distributions Pursuant to Qualified Domestic Relations Orders	34
	9.8	ESOP Distribution Rules	35
	9.9	Direct Rollover	35
	9.1	Share Legend	36
	9.11	Power to Reduce Benefit	36
ARTICLE X - PROVISIONS RELATING TO TOP-HEAVY PLANS			37
	10.1	Top-Heavy Rules to Control	37
	10.2	Top-Heavy Plan Definitions	37
	10.3	Calculation of Accrued Benefits	38
	10.4	Determination of Top-Heavy Status	39
	10.5	Minimum Contribution	39
ARTICLE XI - ADMINISTRATION			41
	11.1	Appointment of Administrator	41
	11.2	Resignation or Removal of Administrator	41
	11.3	Appointment of Successors:  Terms of Office, Etc.	41
	11.4	Powers and Duties of Administrator	41
	11.5	Action by Administrator	42
	11.6	Participation by Administrator	42
	11.7	Agents	43
	11.8	Allocation of Duties	43
	11.9	Delegation of Duties	43
	11.1	Administrator's Action Conclusive	43
	11.11	Compensation and Expenses of Administrator	43
	11.12	Records and Reports	43
	11.13	Reports of Fund Open to Participants	44
	11.14	Named Fiduciary	44
	11.15	Information from Employer	44
	11.16	Responsibilities of Directors	44
	11.17	Liability and Indemnification	44

iii

ARTICLE XII - CLAIMS PROCEDURE			45
	12.1	Notice of Denial	45
	12.2	Right to Reconsideration	45
	12.3	Review of Documents	45
	12.4	Decision by Administrator	45
	12.5	Notice by Administrator	45
	12.6	Special Claims Procedures	45
ARTICLE XIII - AMENDMENTS, TERMINATION AND MERGER			47
	13.1	Amendments	47
	13.2	Effect of Change In Control	47
	13.3	Consolidation or Merger of Trust	48
	13.4	Bankruptcy or Insolvency of Employer	49
	13.5	Voluntary Termination	49
	13.6	Partial Termination of Plan or Permanent Discontinuance of Contributions	49
ARTICLE XIV - MISCELLANEOUS			51
	14.1	No Diversion of Funds	51
	14.2	Liability Limited	51
	14.3	Facility of Payment	51
	14.4	Spendthrift Clause	51
	14.5	Benefits Limited to Fund	51
	14.6	Cooperation of Parties	52
	14.7	Payments Due Missing Persons	52
	14.8	Governing Law	52
	14.9	Nonguarantee of Employment	52
	14.1	Counsel	52
	14.11	Purposes	52
	14.12	Invalidity	53

iv

MID-SOUTHERN BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

PREAMBLE

THIS PLAN AGREEMENT, made and entered into this ____ day of ______________, 2018, by and between Mid-Southern Bancorp, Inc. (hereinafter referred to as "Sponsor" or "Employer") and                                                       __________________________ (hereinafter referred to as "Trustee"), is to witnesseth that:

WHEREAS, effective as of January 1, 2018, Mid-Southern Bancorp, Inc. has adopted the Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan ("Plan") in order to enable Participants to share in the growth and prosperity of the Sponsor and its wholly owned subsidiary, Mid-Southern Savings Bank, FSB, and to provide Participants with an opportunity to accumulate capital for their future economic security by accumulating funds to provide retirement, death and disability benefits; and

WHEREAS,  the Plan is a stock bonus plan, designed to meet the applicable requirements of Section 409 of the Code, and an employee stock ownership plan, designed to meet the applicable requirements of Section 4975(e)(7) of the Code and Section 407(d)(6) of the Act; and

WHEREAS, the Plan is intended to invest primarily in "qualifying employer securities" as defined in Code Section 4975(e)(8); and

WHEREAS, The Sponsor intends that the Plan will qualify under Sections 401(a) and 501(a) of the Code and will comply with such provisions; and

WHEREAS, the Sponsor's Board of Directors has resolved to adopt, sponsor, and maintain the Plan for the benefit of eligible employees.

NOW, THEREFORE, in consideration of the foregoing premises, effectiveJanuary 1, 2018, except to the extent a different effective date is prescribed by applicable pension legislation, or except to the extent a particular Plan section specifies a different effective date, the sponsor adopts and agrees to maintain that certain stock bonus plan and employee stock ownership plan qualified under Sections 401(a) and 4975(e)(7) of the Code and Treasury Regulation Section 1.401-1(b)(1)(iii) known as the "Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan" in accordance with the provisions set forth herein. Notwithstanding the foregoing, the rights of any person (including such person's beneficiaries) who terminated employment or who retired on or before any effective date, or the effective date of a particular amend--ment, shall be deter-mined solely under the terms of this Plan as in effect on the date of his termination of employment or retirement, unless such per-son is thereafter reemployed and again becomes a participant.

1

ARTICLE I

DEFINITION OF TERMS AND CONSTRUCTION

1.1          Definitions.

Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:

(a)"Account" shall mean a Participant's or Former Participant's entire accrued benefit under the Plan, including the balance credited to his Employee Stock Ownership Account and any other account described in Section 5.1.

(b)"Act" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute, together with the applicable regulations promulgated thereunder.

(c)"Administrator" shall mean the fiduciary provided for in Article XI.

(d)"Annual Additions" shall mean, with respect to each Participant, the sum of those amounts allocated to the Participant's Account under this Plan and accounts under any other qualified defined contribution plan to which the Employer or a Related Employer contributes for any Limitation Year, consisting of the following:

      (1)  Employer contributions;

      (2)  Forfeitures; and

      (3)  Employee contributions (if any).

Annual Additions shall not include any Investment Adjustment.  Annual Additions also shall not include employer contributions which are used by the Trust to pay interest on an Exempt Loan nor any forfeitures of Employer Securities purchased with the proceeds of an Exempt Loan, provided that not more than one-third of the employer contributions are allocated to Participants who are among the group of employees deemed "highly compensated employees" within the meaning of Code Section 414(q), as further described in Section 8.3.  Annual Additions also shall not include any other amounts not considered annual additions pursuant Treasury Regulations issued under Code Section 415.

(e)"Authorized Leave of Absence" shall mean an absence from Service with respect to which the Employee may or may not be entitled to Compensation and which meets any one of the following requirements:

      (1)      Service in any of the armed forces of the United States for up to 36 months, provided that the Employee resumes Service within 90 days after discharge, or such longer period of time during which such Employee's employment rights are protected by law; or

      (2)       Any other absence or leave expressly approved and granted by the Employer.  In approving such leaves of absence, the Employer shall treat all Employees on a uniform and nondiscriminatory basis.

(f)"Beneficiary" shall mean such legal or natural persons, who may be designated contingently or successively, as may be designated by the Participant pursuant to Section 6.5 to receive

2

benefits after the death of the Participant, or in the absence of a valid designation, such persons specified in Section 6.5(b) to receive benefits after the death of the Participant.

(g)                "Board of Directors" shall mean the Board of Directors of the Sponsor.

(h)"Break" shall mean a Plan Year during which an Employee fails to complete more than 500 Hours of Service.  No Break shall occur while a Participant is performing Qualified Military Service.

(i)"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute, together with the applicable regulations promulgated thereunder.

(j)"Compensation" shall be defined as follows:

    (1)       Allocation Compensation. Allocation Compensation shall mean the "compensation" paid to an Employee by the Employer for services rendered to the Employer during a Plan Year, after the date on which the Employee becomes a Participant, as defined in Code Section 3401(a) (for purposes of income tax withholding at the source) plus amounts that would be required to be included as wages but for an election under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code, plus all other payments of compensation to an employee by his employer (in the course of the employer's trade or business) for which the employer is required to furnish the employee a written statement under Section 6041(d), 6051(a)(3), and 6052 of the Code.  Notwithstanding the following, for purposes of this Section 1.1(j)(1), the following items shall not constitute Allocation Compensation: reimbursements or other expense allowances, fringe benefits, moving expenses, amounts paid by the Employer or accrued with respect to this Plan or any other qualified or non-qualified unfunded plan of deferred compensation or other employee welfare plan(s) to which the Employer contributes, payments for group insurance, medical benefits, expense reimbursements, and moving expenses. Also excluded from the definition of Allocation Compensation are other forms of extraordinary pay, including but limited to amounts that vest under a program whose benefits are subject to taxation under Code Section 83, such as a stock option plan or a recognition and retention (or similar) plan. Compensation must be determined without regard to any rules under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2)) of the Code.

   (2)       Statutory Compensation.  For purposes of applying the limitations of Section 415 of the Code and certain other statutory purposes, the term "Statutory Compensation" shall mean wages within the meaning of Section 3401(a) of the Code for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code), that are paid to an Employee by the Employer for services rendered to the Employer during a Plan Year, plus amounts that would be included in wages but for an election under Sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code, but excluding amounts paid or reimbursed by the Employer for moving expenses incurred by the Participant, but only to the extent that, at the time of the payment, it is reasonable to believe that these amounts are deductible by the Participant under Section 217 of the Code.  Back pay, within the meaning of Section 1.415(c)-2(g)(8) of the Treasury Regulations, shall be treated as Statutory Compensation for the Plan Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this definition.  This paragraph shall be interpreted in a manner consistent with the Treasury Regulations under Code Section 415.

   (3)       General timing rule.  In order to be taken into account for a Plan Year under subparagraphs (1) and (2) above, Compensation must be actually paid or made available to a Participant

3

(or, if earlier, includible in the gross income of the Participant) within the Plan Year or Limitation Year, as the case may be. For this purpose, compensation is treated as paid on a date if it is actually paid on that date or it would have been paid on that date but for an election under Section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i), or 457(b) of the Code.

  (4)        Special rules regarding severance compensation.  For purposes of applying subparagraphs (1) and (2) above, in order to be taken into account for a Plan Year or Limitation Year, Compensation must be paid or treated as paid to the Participant prior to the Participant's severance from employment with the Employer maintaining the plan.  For this purpose, severance from employment is determined in the same manner as under Section 1.401(k)‑1(d)(2) of the Treasury Regulations except that, for purposes of determining the employer of an employee, the modifications provided under Section 415(h) of the Code to the employer aggregation rules apply.

  (5)         Notwithstanding subparagraph (4), for purposes of determining Statutory Compensation, Compensation for a Plan Year shall also include Compensation paid by the later of 2 1/2 months after an Employee's severance from employment (as defined in subparagraph (4)) with the Employer maintaining the Plan or the end of the Plan Year that includes the date of the Employee's severance from employment with the Employer maintaining the Plan, if the payment is regular Compensation for services during the Employee's regular working hours, or Compensation for services outside the Employee's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a severance from employment, the payments would have been paid to the Employee while the Employee continued in employment with the Employer.  Any payments not described above shall not be considered Compensation if paid after severance from employment, even if they are paid by the later of 2 1/2 months after the date of severance from employment or the end of the Limitation Year that includes the date of severance from employment.

  (6)          Dollar Limitation.   Notwithstanding anything herein to the contrary, the annual Compensation of each Participant taken into account under the Plan for any purpose during any Plan Year shall not exceed the compensation limitation set forth in Section 401(a)(17) of the Code ($275,000 for the Plan Year that commences in 2018).  This limitation shall be adjusted from time to time as permitted by Section 401(a)(17)(B) of the Code.

(k)              "Date of Hire" shall mean the date on which an Employee shall perform his first Hour of Service.  Notwithstanding the foregoing, in the event that an Employee incurs one or more consecutive Breaks after his initial Date of Hire which results in the forfeiture of his pre-Break Service pursuant to Section 3.3, his "Date of Hire" shall thereafter be the date on which he completes his first Hour of Service after such Break or Breaks.

(l)               "Disability" shall mean a physical or mental impairment which prevents a Participant from performing the duties assigned to him by the Employer, and which either has caused the Social Security Administration to classify the individual as "disabled" for purposes of Social Security or qualifies as a disability under a long-term disability plan maintained by the Employer in which the Participant participates.  The determination of whether a Participant has a Disability shall be made by a qualified physician selected by the Administrator.

(m)              "Disability Retirement Date" shall mean the date a Participant is determined to have incurred a Disability while employed by an Employer.

(n)               "Effective Date" shall mean January 1, 2018.

4

(o)               "Eligibility Period" shall mean the period of 12 consecutive months commencing on an Employee's Date of Hire.  Succeeding Eligibility Periods after the initial Eligibility Period shall be based on the Plan Year beginning with the Plan Year which includes the first anniversary date of an Employee's Date of Hire, and subsequent Plan Years.

(p)                "Employee" shall mean any person who is classified as an employee by the Employer or a Related Employer, including officers, but excluding directors in their capacity as such.  Individuals not originally classified as Employees who are later classified as such for any reason shall not be treated as Employees under the Plan.

(q)                "Employee Stock Ownership Account" shall mean the separate bookkeeping account established for each Participant pursuant to Section 5.1(a).

(r)                 "Employee Stock Ownership Contribution" shall mean the cash, Employer Securities, or both that are contributed to the Plan by the Employer pursuant to Article IV.

(s)                "Employee Stock Ownership Suspense Account" shall mean the temporary account in which the Trustee may maintain any Employee Stock Ownership Contribution that is made prior to the last day of the Plan Year for which it is made, as described in Section 5.2.

(t)"Employer" shall mean Mid-Southern Bancorp, Inc. and its wholly owned subsidiary, Mid-Southern Savings Bank, FSB, or any successors to the aforesaid corporations by merger, consolidation or otherwise, which may agree to continue this Plan, or any Related Employer or any other business organization which, with the consent of the Sponsor, shall agree to become a party to this Plan.  To the extent required by the Code or the Act, references herein to the Employer shall also include all Related Employers, whether or not they are participating in this Plan.

(u)"Employer Securities" shall mean the common stock issued by Mid-Southern Bancorp, Inc.  Such term shall also mean, in the discretion of the Board of Directors, any other common stock issued by the Employer or any Related Employer having voting power and dividend rights equal to or in excess of:

      (1)       that class of common stock of the Employer or a Related Employer having the greatest voting power, and

      (2)       that class of common stock of the Employer or a Related Employer having the greatest dividend rights.

Non-callable preferred stock shall be treated as Employer Securities if such stock is convertible at any time into stock which meets the requirements of (1) and (2) next above and if such conversion is at a conversion price which (as of the date of the acquisition by the Plan) is reasonable.  For purposes of the last preceding sentence, preferred stock shall be treated as non-callable if, after the call, there will be a reasonable opportunity for a conversion which meets the requirements of the last preceding sentence.

(v)"Employment Commencement Date" shall mean the first date on which the Eligible Employee performs an Hour of Service.

(w)"Entry Date" shall mean each January 1 and July 1.

(x)"Exempt Loan" shall mean a loan described at Section 4975(d)(3) of the Code to the Trustee to purchase Employer Securities for the Plan, made or guaranteed by a disqualified person, as defined at Section 4975(e)(2) of the Code, including, but not limited to, a direct loan of cash, a purchase

5

money transaction, an assumption of an obligation of the Trustee, an unsecured guarantee or the use of assets of such disqualified person as collateral for such a loan.

(y)"Exempt Loan Suspense Account" shall mean the account to which Financed Shares are initially credited until they are released in accordance with Section 8.5.

(z)"Financed Shares" shall mean the Employer Securities acquired by the Trustee with the proceeds of an Exempt Loan and which are credited to the Exempt Loan Suspense Account until they are released in accordance with Section 8.5.

(aa)               "Former Participant" shall mean any previous Participant whose participation has terminated but who has a vested Account in the Plan which has not been distributed in full.

(bb)               "Fund" shall mean the trust fund maintained by the Trustee pursuant to the Trust Agreement in order to provide for the payment of the benefits specified in the Plan.

(cc)               "Hour of Service" shall mean each hour for which an Employee is directly or indirectly paid or entitled to payment by the Employer or a Related Employer for the performance of duties or for reasons other than the performance of duties (such as vacation time, holidays, sickness, disability, paid lay-offs, jury duty and similar periods of paid nonworking time). To the extent not otherwise included, Hours of Service shall also include each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or a Related Employer.  Hours of working time shall be credited on the basis of actual hours worked, even though compensated at a premium rate for overtime or other reasons.  In computing and crediting Hours of Service for an Employee under this Plan, the rules set forth in Sections 2530.200b-2(b) and (c) of the Department of Labor Regulations shall apply, said sections being herein incorporated by reference.  Hours of Service shall be credited to the Plan Year or other relevant period during which the services were performed or the nonworking time occurred, regardless of the time when compensation therefor may be paid.  Any Employee for whom no hourly employment records are kept by the Employer or a Related Employer shall be credited with 190 Hours of Service for each month in which he would have been credited with a least one Hour or Service under the foregoing provisions, if hourly records were available.  Solely for purposes of determining whether a Break for participation and vesting purposes has occurred in an Eligibility Period or a Plan Year, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8 Hours of Service per day of such absence. For purposes of Section 1.1(cc), an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. The Hours of Service credited under this provision shall be credited (1) in the computation period in which the absence begins if the crediting is necessary to prevent a Break in that period, or (2) in all other cases, in the following computation period.

(dd)              "Investment Adjustments" shall mean the increases and/or decreases in the value of a Participant's Account attributable to earnings, gains, losses and expenses of the Fund, as set forth in Section 5.3.

(ee)               "Limitation Year" shall mean the Plan Year.

6

(ff)                "Normal Retirement Date" shall mean the date on which a Participant attains age 65 or the fifth anniversary of the date the Employee commences participation in the Plan.

(gg)              "Participant" shall mean an Employee who has met all of the eligibility requirements of the Plan and who is currently included in the Plan as provided in Article II hereof; provided, however, that the term "Participant" shall not include (1) leased employees (as defined herein), (2) any individual who is employed by a Related Employer that has not adopted the Plan, (3) any Employee who is a non-resident alien individual and who has no earned income from sources within the United States, or (4) any Employee who is included in a unit of Employees covered by a collective-bargaining agreement with the Employer or a Related Employer that does not expressly provide for participation of such Employees in the Plan, where there has been good-faith bargaining between the Employer or a Related Employer and Employees' representatives on the subject of retirement benefits.  To the extent required by the Code or the Act, or appropriate based on the context, references herein to Participant shall include Former Participant.  The term "leased employee" means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6)) of the Code on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient.

(hh)              "Plan" shall mean the Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan, as described herein or as hereafter amended from time to time.

(ii)"Plan Year" shall mean the twelve month period commencing January 1 and ending December 31.

(jj)"Qualified Domestic Relations Order" shall mean any judgment, decree or order that satisfies the requirements to be a "qualified domestic relations order," as defined in Section 414(p) of the Code.

(kk)               "Qualified Military Service" shall have the meaning provided for in Section 414(u) of the Code.

(ll)"Related Employer" shall mean any entity that is:

     (1)       a member of a controlled group of corporations that includes the Employer, while it is a member of such controlled group (within the meaning of Section 414(b) of the Code);   

     (2)       a member of a group of trades or businesses under common control with the Employer, while it is under common control (within the meaning of Section 414(c) of the Code);

     (3)       a member of an affiliated service group that includes the Employer, while it is a member of such affiliated service group (within the meaning of Section 414(m) of the Code); or

     (4)       a leasing or other organization that is required to be aggregated with the Employer pursuant to the provisions of Section 414(n) or 414(o) of the Code.

(mm)            "Retirement" shall mean termination of employment which qualifies a retirement under Article VI.

7

(nn)             "Service" shall mean, for purposes of eligibility to participate and vesting, employment with the Employer or any Related Employer, and for purposes of allocation of the Employee Stock Ownership Contribution and forfeitures, employment with the Employer.

(oo)              "Sponsor" shall mean Mid-Southern Bancorp, Inc.

(pp)              "Statutory Compensation" shall mean Compensation as defined in Section 1.1(j)(2).

(qq)              "Trust Agreement" shall mean the agreement by and between the Sponsor and the Trustee, as in effect from time to time, whether set forth herein or otherwise.

(rr)                "Trustee" shall mean the trustee or trustees by whom the assets of the Plan are held, as provided in the Trust Agreement, or his or their successors.

(ss)              "Valuation Date" shall mean the last day of each Plan Year.  Notwithstanding the foregoing, the Trustee may value the Trust as frequently as each business day of the Plan Year to determine the fair market value of each Participant's Account under the Plan.  For transactions involving the Plan and a disqualified person (within the meaning of Section 4975(e)(2) of the Code), the valuation date shall be the date of the transaction.

(tt)                "Year of Eligibility Service" shall mean an Eligibility Period during which an Employee is credited with at least 1,000 Hours of Service, except as otherwise specified in Article III.

(uu)             "Year of Vesting Service" shall mean a Plan Year during which an Employee is credited with at least 1,000 Hours of Service (prorated for Plan Years of less than 12 months), except as otherwise specified in Article III.

1.2           Plurals and Gender.

Where appearing in the Plan and the Trust Agreement, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates otherwise.

1.3           Incorporation of Trust Agreement.

If there is a separate Trust Agreement, then that Trust Agreement, as the same may be amended from time to time, is intended to be and hereby is incorporated by reference into this Plan.  All contributions made under the Plan will be held, managed and controlled by the Trustee pursuant to the terms and conditions of the Trust Agreement.

1.4           Headings.

The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

1.5           Severability.

In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

8

1.6          References to Governmental Regulations.

References in this Plan to regulations issued by the Internal Revenue Service, the Department of Labor, or other governmental agencies shall include all regulations, rulings, procedures, releases and other position statements issued by any such agency.

1.7           Notices.

Any notice or document required to be filed with the Administrator or Trustee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Administrator in care of the Sponsor or to the Trustee, each at its principal business offices.  Any notice required under the Plan may be waived in writing by the person entitled to notice.

1.8           Evidence.

Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

1.9           Action by Employer.

Any action required or permitted to be taken by any entity constituting the Employer under the Plan shall be by resolution of its Board of Directors or by a person or persons authorized by its Board of Directors.

9

ARTICLE II

PARTICIPATION

2.1           Commencement of Participation.

(a)      Any Employee who is eligible to become a Participant in accordance with Section 1.1(gg) hereof shall initially become a Participant on the Entry Date coincident with or next following the date on which he has attained age twenty-one (21) and completes one Year of Eligibility Service.

(b)      Any Employee who had satisfied the requirements set forth in Section 2.1(a) during the 12 consecutive month period prior to the Effective Date shall become a Participant on the Effective Date, provided he is still actively employed by the Employer or on an Authorized Leave of Absence on the Effective Date, unless the Employee is described within a classification that is not treated as a "Participant", as defined in Section 1.1(gg).

2.2          Termination of Participation.

After commencement or resumption of his participation, an Employee shall remain a Participant during each consecutive Plan Year thereafter until the earliest of the following dates:

(a)      His actual Retirement date;

(b)      His date of death; or

(c)      The last day of a Plan Year during which he incurs a Break.

2.3           Resumption of Participation.

(a)      Any Participant whose employment terminates and who resumes Service before he incurs a Break shall resume participation immediately on the date he is reemployed.

(b)      Except as otherwise provided in Section 2.3(c), any Participant who incurs one or more Breaks and resumes Service shall resume participation retroactively as of the first day of the first Plan Year in which he completes a Year of Eligibility Service after such Break(s).

(c)      Any Participant who incurs one or more Breaks and resumes Service, but whose pre-Break Service is not reinstated to his credit pursuant to Section 3.3, shall be treated as a new Employee and shall again be required to satisfy the eligibility requirements contained in Section 2.1(a) before resuming participation on the appropriate Entry Date.

2.4           Determination of Eligibility.

The Administrator shall determine the eligibility of Employees in accordance with the provisions of this Article.  For each Plan Year, the Employer shall furnish the Administrator a list of all Employees, indicating their Date of Hire, their Hours of Service during their Eligibility Period, their date of birth, the original date of their reemployment with the Employer, if any, and any Breaks they may have incurred.

10

2.5           Restricted Participation.

Subject to the terms and conditions of the Plan, during the period between the Participant's date of termination of participation in the Plan (as described in Section 2.2) and the distribution of his entire Account (as described in Article IX), and during any period that a Participant does not meet the requirements of Section 2.1(a) or is employed by a Related Employer that is not participating in the Plan (or otherwise is not within a classification of Employee that is considered a Participant as defined herein), the Participant or, in the event of the Participant's death, the Beneficiary of the Participant, will be considered and treated as a Participant for all purposes of the Plan, except as follows:

(a)      the Participant will not share in the Employee Stock Ownership Contribution and forfeitures (as described in Section 7.3), except as provided in Sections 5.4 and 5.5; and

(b)      the Beneficiary of a deceased Participant cannot designate a Beneficiary under Section 6.5.

11

ARTICLE III

CREDITED SERVICE

3.1           Service Counted for Eligibility Purposes.

Except as provided in Section 3.3, all Years of Eligibility Service completed by an Employee shall be counted in determining his eligibility to become a Participant on and after the Effective Date, regardless of whether such Service was completed before or after the Effective Date.

3.2           Service Counted for Vesting Purposes.

All Years of Vesting Service completed by an Employee (including Years of Vesting Service completed prior to the Effective Date) shall be counted in determining his vested interest in this Plan, except the following:

(a)       Service which is disregarded under the provisions of Section 3.3;

(b)       Service prior to the Effective Date of this Plan if such Service would have been disregarded under the "break in service" rules (within the meaning of Section 1.411(a)-5(b) of the Treasury Regulations).

3.3           Credit for Pre-Break Service.

Upon his resumption of participation following one or a series of consecutive Breaks, an Employee's pre-Break Service shall be reinstated to his credit for eligibility and vesting purposes only if either:

(a)       He was vested in any portion of his accrued benefit at the time the Break(s) began; or

(b)       The number of his consecutive Breaks does not equal or exceed the greater of 5 or the number of his Years of Eligibility Service or Years of Vesting Service, as the case may be, credited to him before the Breaks began.

Except as provided in the foregoing, none of an Employee's Service prior to one or a series of consecutive Breaks shall be counted for any purpose in connection with his participation in this Plan thereafter.

3.4           Service Credit During Authorized Leaves.

An Employee shall receive no Service credit under Section 3.1 or 3.2 during any Authorized Leave of Absence.  However, solely for the purpose of determining whether he has incurred a Break (if the Plan does not use the elapsed time method of crediting Service) during any Plan Year in which he is absent from Service for one or more Authorized Leaves of Absence, he shall be credited with 45 Hours of Service for each week during any such leave period.  Notwithstanding the foregoing, if an Employee fails to return to Service on or before the end of a leave period, he shall be deemed to have terminated Service as of the first day of such leave period and his credit for Hours of Service, determined under this Section 3.4, shall be revoked.

12

3.5           Service Credit During Maternity or Paternity Leave.

For purposes of determining whether a Break has occurred for participation and vesting purposes, an individual who is on maternity or paternity leave as described in Section 1.1(cc) shall be deemed to have completed Hours of Service during such period of absence, all in accordance with Section 1.1(cc).  Notwithstanding the foregoing, no such credit shall be given unless the individual furnishes to the Administrator such timely information as the Administrator may reasonably require to determine:

(a)      that the absence from Service was attributable to one of the maternity or paternity reasons enumerated in Section 1.1(cc); and

(b)      the number of days of such absence.

In no event, however, shall any credit be given for such leave other than for determining whether a Break has occurred.

3.6           Ineligible Employees.

Notwithstanding any provisions of this Plan to the contrary, any Employee who is ineligible to participate in this Plan either because of his failure:

(a)      To meet the eligibility requirements contained in Article II; or

(b)      To be a Participant, as defined in Section 1.1(gg),

shall, nevertheless, earn Years of Eligibility Service and Years of Vesting Service pursuant to the rules contained in this Article III.  However, such Employee shall not be entitled to an allocation of any contributions or forfeitures hereunder unless and until he becomes a Participant in this Plan, and then, only during his period of participation.

3.7           Military Service Provisions.

(a)      In General. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code.

(b)      Death Benefits Under USERRA. If a Participant dies while performing Qualified Military Service, the survivors of the Participant are entitled to any additional benefits provided under the plan as if the Participant had resumed and then terminated employment on account of death pursuant to Section 401(a)(37) of the Code, Notice 2010-5 and any superseding guidance.

(c)      Differential Military Pay. Pursuant to Section 414(u)(12) of the Code, Notice 2010-5 and any superseding guidance, a Participant receiving differential wage payments (as defined in Section 3401(h)(2) of the Code) shall be treated as an Employee of the Employer making the payment and the differential wage payments shall be treated as Compensation under the Plan.

(d)      Deemed Severance. If a Participant performs service in the uniformed services (as defined in Section 414(u)(12)(B)) of the Code on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not subject to Section 412 of the Code. However, the Plan will not distribute such a Participant's account on account of this deemed severance unless the Participant specifically elects to receive a benefit

13

distribution hereunder. If a Participant elects to receive a distribution on account of this deemed severance, then the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision (such as a qualified reservist distribution), then the other Plan provision will control and the 6-month suspension will not apply.

14

ARTICLE IV

CONTRIBUTIONS

4.1            Employee Stock Ownership Contribution.

(a)      Subject to all of the provisions of this Article IV, for each Plan Year commencing on or after the Effective Date, the Employer shall make an Employee Stock Ownership Contribution to the Fund in such amount as may be determined by resolution of the Board of Directors in its discretion; provided, however, that the Employer shall contribute an amount in cash not less than the amount required to enable the Trustee to discharge any indebtedness incurred with respect to an Exempt Loan in accordance with Section 8.6(c).  If any part of the Employee Stock Ownership Contribution under this Section 4.1 for any Plan Year is in cash in an amount exceeding the amount needed to pay the amount due during or prior to such Plan Year with respect to an Exempt Loan, such cash shall be applied by the Trustee, as directed by the Administrator in its sole discretion, either to the purchase of Employer Securities or to repay an Exempt Loan.  Contributions hereunder shall be in the form of cash, Employer Securities or any combination thereof.  In determining the value of Employer Securities transferred to the Fund as an Employee Stock Ownership Contribution, the Administrator may determine the average of closing prices of such securities for a period of up to 90 consecutive days immediately preceding the date on which the securities are contributed to the Fund.  In the event that the Employer Securities are not readily tradable on an established securities market, the value of the Employer Securities transferred to the Fund shall be determined by an independent appraiser in accordance with Section 8.9.

(b)      Subject to Section 4.1(a), in no event shall the Employee Stock Ownership Contribution exceed for any Plan Year the maximum amount that may be deducted by the Employer under Section 404 of the Code, nor shall such contribution cause the Employer to violate its regulatory capital requirements.  Each Employee Stock Ownership Contribution by the Employer shall be deemed to be made on the express condition that the Plan, as then in effect, shall be qualified under Sections 401(a) and 501(a) of the Code and that the amount of such contribution shall be deductible from the Employer's income under Section 404 of the Code.

4.2           Time and Manner of Employee Stock Ownership Contribution.

(a)      The Employee Stock Ownership Contribution (if any) for each Plan Year shall be paid to the Trustee in one lump sum or installments at any time on or before the expiration of the time prescribed by law (including any extensions) for filing of the Employer's federal income tax return for its fiscal year ending concurrent with or during such Plan Year; provided, however, that the Employee Stock Ownership Contribution (if any) for a Plan Year shall be made in a timely manner to make any required payment of principal and/or interest on an Exempt Loan for such Plan Year.  Any portion of the Employee Stock Ownership Contribution for each Plan Year that may be made prior to the last day of the Plan Year shall, if there is an Exempt Loan outstanding at such time, at the election of the Administrator, either be applied immediately to make payments on such Exempt Loan or maintained in the Employee Stock Ownership Suspense Account described in Section 5.2 until the last day of such Plan Year.

(b)      If an Employee Stock Ownership Contribution for a Plan Year is paid after the close of the Employer's fiscal year which ends concurrent with or during such Plan Year but on or prior to the due date (including any extensions) for filing of the Employer's federal income tax return for such fiscal year, it shall be considered, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year for which it was computed and accrued, unless such contribution is accompanied by a statement to the Trustee, signed by the Employer, which specifies that the Employee Stock Ownership Contribution is made with respect to the Plan Year in which it is received by the Trustee.  Any Employee Stock

15

Ownership Contribution paid by the Employer during any Plan Year but after the due date (including any extensions) for filing of its federal income tax return for the fiscal year of the Employer ending on or before the last day of the preceding Plan Year shall be treated, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year in which the contribution is paid to the Trustee.

(c)      Notwithstanding anything contained herein to the contrary, no Employee Stock Ownership Contribution shall be made for any Plan Year that would cause the Plan to violate the requirements of Section 5.6 (related to Section 415 of the Code).

4.3           Records of Contributions.

The Employer shall deliver at least annually to the Trustee, with respect to the Employee Stock Ownership Contribution contemplated in Section 4.1, a certificate of the Administrator, in such form as the Trustee shall approve, setting forth:

(a)      The aggregate amount of such contribution, if any, to the Fund for such Plan Year;

(b)      The names, Internal Revenue Service identifying numbers and current residential addresses of all Participants in the Plan;

(c)      The amount and category of contributions to be allocated to each such Participant; and

(d)      Any other information reasonably required for the proper operation of the Plan.

4.4           Erroneous Contributions.

(a)       Notwithstanding anything herein to the contrary, upon the Employer's written request, a contribution which was made by a mistake of fact, or conditioned upon the initial qualification of the Plan, under Code Section 401(a), or upon the deductibility of the contribution under Section 404 of the Code, shall be returned to the Employer by the Trustee within one year after the payment of the contribution, the denial of the qualification or the disallowance of the deduction (to the extent disallowed), whichever is applicable; provided, however, that in the case of denial of the initial qualification of the Plan, a contribution shall not be returned unless an Application for Determination has been timely filed with the Internal Revenue Service.  Any portion of a contribution returned pursuant to this Section 4.4 shall be adjusted to reflect its proportionate share of the losses of the Fund, but shall not be adjusted to reflect any earnings or gains.  Notwithstanding any provisions of this Plan to the contrary, the right or claim of any Participant or Beneficiary to any asset of the Fund or any benefit under this Plan shall be subject to and limited by this Section 4.4.

(b)       In no event shall Employee contributions be accepted.  Any such Employee contributions (and any earnings attributable thereto) mistakenly received by the Trustee shall promptly be returned to the Participant.

16

ARTICLE V

ACCOUNTS, ALLOCATIONS AND INVESTMENTS

5.1           Establishment of Separate Participant Accounts.

The Administrator shall establish and maintain a separate Account for each Participant in the Plan and for each Former Participant in accordance with the provisions of this Article V.  Such separate Account shall be for bookkeeping purposes only and shall not require a segregation of the Fund, and no Participant, Former Participant or Beneficiary shall acquire any right to or interest in any specific assets of the Fund as a result of the allocations provided for under this Plan.

(a)        Employee Stock Ownership Accounts.

The Administrator shall establish a separate Employee Stock Ownership Account in the Fund for each Participant.  The Administrator may establish subaccounts hereunder, an Employer Stock Account reflecting a Participant's interest in Employer Securities held by the Fund, and an Other Investments Account reflecting the Participant's interest in his Employee Stock Ownership Account other than Employer Securities.  Each Participant's Employer Stock Account shall reflect his share of any Employee Stock Ownership Contribution made in Employer Securities, his allocable share of forfeitures (as described in Section 5.4), and any Employer Securities attributable to earnings on such stock.  Each Participant's Other Investments Account shall reflect any Employee Stock Ownership Contribution made in cash, any cash dividends on Employer Securities allocated and credited to his Employee Stock Ownership Account (other than currently distributable dividends) and his share of corresponding cash forfeitures, and any income, gains, losses, appreciation, or depreciation attributable thereto.  Dividends attributable to Employer Securities that are allocated to a Participant pursuant to Section 8.4 (and not distributable thereunder) shall be treated as part of the Participant's Employee Stock Ownership Account.

(b)      Other Accounts.

The Administrator shall establish such other separate accounts for each Participant as may be necessary or desirable for the convenient administration of the Fund.

5.2           Establishment of Suspense Accounts.

The Administrator shall establish a separate Employee Stock Ownership Suspense Account.  There shall be credited to such account any Employee Stock Ownership Contribution that may be made prior to the last day of the Plan Year and that are allocable to the Employee Stock Ownership Suspense Account pursuant to Section 4.2(a).  The Employee Stock Ownership Suspense Account shall share proportionately as to time and amount in any Investment Adjustments.  As of the last day of each Plan Year, the balance of the Employee Stock Ownership Suspense Account shall be added to the Employee Stock Ownership Contribution and allocated to the Employee Stock Ownership Accounts of Participants as provided in Section 5.5, except as provided herein.  In the event that the Plan takes an Exempt Loan, the Employer Securities purchased thereby shall be allocated as Financed Shares to a separate Exempt Loan Suspense Account, from which Employer Securities shall be released in accordance with Section 8.5 and shall be allocated in accordance with Section 8.6(b).

17

5.3           Allocation of Earnings, Losses and Expenses.

Except as otherwise provided in this instrument, as of each Valuation Date, any increase or decrease in the net worth of the aggregate Employee Stock Ownership Accounts held in the Fund attributable to earnings, losses, expenses and unrealized appreciation or depreciation in each such account, as determined by the Trustee, shall be credited to or deducted from the appropriate suspense accounts and all Participants' Employee Stock Ownership Accounts, in accordance with this Section.  Earnings, losses, and unrealized appreciation or depreciation in Employer Securities in a Participant's Employee Stock Ownership Account shall be determined and allocated only to such account, but such determination shall be made immediately prior to crediting any Contributions and forfeitures for the current Plan Year, but after adjustment for any transfer to or from such accounts.  Earnings, losses, and unrealized appreciation or depreciation in investments other than Employer Securities in the Participant's Other Investment Accounts shall be allocated in the proportion that the value of each such account (determined immediately prior to such allocation and before crediting any Contributions and forfeitures for the current Plan Year but after adjustment for any transfer to or from such accounts and for the time such funds were in such accounts) bears to the value of all Other Investment Accounts.  Provided, however, cash dividends paid to the Plan shall be allocated or otherwise disposed of in accordance with Plan Section 8.4. Plan expenses paid from the assets of this employee pension benefit plan shall be allocated across all Accounts in the proportion that the value of each Participant's Account bears to the value of all Participant Accounts.

5.4           Application of Forfeitures.

Forfeitures occurring during the Plan Year may, at the discretion of the Administrator, be used to pay or reimburse expenses of the Plan, to the extent such payment or reimbursement is consistent with the applicable fiduciary requirements of the Act.  As of the last day of each Plan Year, all forfeitures which have not been applied in accordance with the preceding sentence shall be added to the Employee Stock Ownership Contribution (if any) for such year and allocated among the Participants' Employee Stock Ownership Accounts, as appropriate, in the manner provided in Section 5.5.

5.5           Allocation of Employee Stock Ownership Contribution.

As of the last day of each Plan Year for which the Employer shall make an Employee Stock Ownership Contribution, the Administrator shall allocate the Employee Stock Ownership Contribution (including reallocable forfeitures) for such Plan Year to the Employee Stock Ownership Account of each Participant who completed a Year of Vesting Service during that Plan Year, provided that he is still employed by the Employer on the last day of the Plan Year (or the Participant terminated employment with the Employer and all Related Employers during the Plan Year on account of death, Disability or after attaining Normal Retirement Age).  Such allocation shall be made in the same proportion that each such Participant's Allocation Compensation (defined in Section 1.1(j)) for such Plan Year bears to the total Allocation Compensation (defined in Section 1.1(j)) of all such Participants for such Plan Year, subject to Section 5.6.  Furthermore, if a Participant completes a Year of Vesting Service and is on an Authorized Leave of Absence on the last day of the Plan Year, such a Participant shall be entitled to an allocation based on his Allocation Compensation earned during such Plan Year.

5.6            Limitation on Annual Additions.

(a)Notwithstanding any provisions of this Plan to the contrary, the total Annual Additions credited to a Participant's Account under this Plan (and accounts under any other defined contribution plan maintained by the Employer or a Related Employer) for any Limitation Year shall not exceed the lesser of:

18

     (1)       the applicable dollar limitation provided for in Section 415(c)(1)(A) of the Code for the Limitation ($55,000 for Limitation Years commencing in 2018), as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or

  (2)       100 percent of the Participant's Statutory Compensation for the Limitation Year.

(b)This Section 5.6 shall be applied in a manner consistent with the Treasury Regulations under Section 415 of the Code, which shall be incorporated herein by this reference, except as provided herein or in the definition of Compensation.

(c)In the event that the limitations on Annual Additions described in Section 5.6(a) above are exceeded with respect to any Participant in any Limitation Year, then:

     (1)        The Administrator shall determine to what extent the Annual Additions to any Participant's Employee Stock Ownership Account must be reduced in each Limitation Year.  The Administrator shall reduce the Annual Additions to all other qualified, tax-exempt retirement plans maintained by the Employer or a Related Employer in accordance with the terms contained therein for required reductions or reallocations mandated by Section 415 of the Code before reducing any Annual Additions in this Plan.

      (2)         If any excess Annual Additions remain, then the excess shall be corrected pursuant to a correction method provided for in the Internal Revenue Service employee plans compliance resolution system (EPCRS) then in effect.

5.7           Erroneous Allocations.

No Participant shall be entitled to any Annual Additions or other allocations to his Account in excess of those permitted under Sections 5.3, 5.4, 5.5, and 5.6.  If it is determined at any time that the Administrator has erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating Investment Adjustments, or in excluding or including any person as a Participant, then the Administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall promptly advise the Trustee in writing of such error and of the method for correcting such error.  The accounts of any or all Participants may be revised, if necessary, in order to correct such error.  To the extent applicable, such correction shall be made in accordance with the requirements of the Internal Revenue Service employee plans compliance resolution system (EPCRS) then in effect.

5.8           Value of Participant's Account.

At any time, the value of a Participant's Account shall consist of the aggregate value of his Employee Stock Ownership Account and his distribution account, if any, determined as of the next-preceding Valuation Date.  The Administrator shall maintain adequate records of the cost basis of Employer Securities allocated to each Participant's Employee Stock Ownership Account.

5.9            Investment of Account Balances.

The Employee Stock Ownership Accounts shall be invested primarily in Employer Securities.  All sales of Employer Securities by the Trustee attributable to the Employee Stock Ownership Accounts of all Participants shall be charged pro rata to the Employee Stock Ownership Accounts of all Participants.

19

ARTICLE VI

RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY

6.1           Normal Retirement.

A Participant who reaches his Normal Retirement Date and who shall retire at that time shall thereupon be entitled to retirement benefits based on the value of his Account, payable pursuant to the provisions of Section 9.1.  A Participant who remains in Service after his Normal Retirement Date shall not be entitled to any retirement benefits until his actual termination of Service thereafter (except as provided in Section 9.4), and he shall meanwhile continue to participate in this Plan.

6.2           Early Retirement.

There is no early retirement under this Plan.

6.3           Disability Retirement.

In the event a Participant incurs a Disability before his Retirement or other termination of Service, he may retire on his Disability Retirement Date and shall thereupon be entitled to retirement benefits based on the value of his Account, payable pursuant to the provisions of Section 9.1.

6.4           Death Benefits.

(a)Upon the death of a Participant before his Retirement or other termination of Service, the value of his Account shall be payable pursuant to the provisions of Section 9.1.  The Administrator shall direct the Trustee to distribute his Account to any surviving Beneficiary designated by the Participant or, if none, to such persons specified in Section 6.5(b).  Survivors of a Participant who dies while performing Qualified Military Service shall be entitled to any additional benefits provided under the Plan as if the Participant resumed service with the Employer and then terminated employment on account of death. The additional benefits shall not include benefit accruals relating to the period of Qualified Military Service.

(b)Upon the death of a Former Participant, the Administrator shall direct the Trustee to distribute any undistributed balance of his vested Account to any surviving Beneficiary designated by him or, if none, to such persons specified in Section 6.5(b).

(c)The Administrator may require such proper proof of death and such evidence of the right of any person to receive the balance credited to the Account of a deceased Participant or Former Participant as the Administrator may deem desirable.  The Administrator's determination of death and of the right of any person to receive payment shall be conclusive.

6.5           Designation of Beneficiary and Manner of Payment.

(a)Each Participant shall have the right to designate a Beneficiary to receive the sum or sums to which he may be entitled upon his death.  The Participant may also designate the manner in which any death benefits under this Plan shall be payable to his Beneficiary, provided that such designation is in accordance with Section 9.5.  Such designation of Beneficiary and manner of payment

20

shall be in writing and delivered to the Administrator, and shall be effective when received by the Administrator while the Participant is alive.  The Participant shall have the right to change such designation by notice in writing to the Administrator while the Participant is alive.  Such change of Beneficiary or the manner of payment shall become effective upon its receipt by the Administrator while the Participant is alive.  Any such change shall be deemed to revoke all prior designations.

(b)If a Participant shall fail to designate validly a Beneficiary, or if no designated Beneficiary survives the Participant, the balance credited to his Account shall be paid to the person or persons in the first of the following classes of successive preference Beneficiaries surviving at the death of the Participant:  the Participant's (1) widow or widower, (2) natural-born or adopted children, (3) natural-born or adoptive parents, and (4) estate.  The Administrator shall determine which Beneficiary, if any, shall have been validly designated or entitled to receive the balance credited to the Participant's Account in accordance with the foregoing order of preference, and its decision shall be binding and conclusive on all persons.

(c)Notwithstanding the foregoing, if a Participant is married on the date of his death, the sum or sums to which he may be entitled under this Plan upon his death shall be paid to his spouse, unless the Participant's spouse shall have consented to the election of another Beneficiary.  Such a spousal consent shall be in writing and shall be witnessed either by a representative of the Administrator or by a notary public.  Any designation by an unmarried Participant shall be rendered ineffective by any subsequent marriage, and any consent of a spouse shall be effective only as to that spouse.  If it is established to the satisfaction of the Administrator that spousal consent cannot be obtained because there is no spouse, because the spouse cannot be located, or other reasons prescribed by governmental regulations, the consent of the spouse may be waived, and the Participant may designate a Beneficiary or Beneficiaries other than his spouse.

(d)Automatic revocation of spousal designation.A divorce decree, or a decree of legal separation, shall automatically revoke the Participant's prior designation, if any, of his or her spouse or former spouse as his or her Beneficiary under the Plan unless a qualified domestic relations order or other written agreement specifically provides otherwise.

21

ARTICLE VII

VESTING AND FORFEITURES

7.1          Vesting on Death, Disability and Normal Retirement.

Unless his participation in this Plan shall have terminated prior thereto, upon a Participant's death, Disability or Normal Retirement Date (whether or not he actually retires at that time) while he is still employed by the Employer, the Participant's entire Account shall be fully vested and nonforfeitable.

7.2            Vesting on Termination of Participation.

(a)Upon termination of his participation in this Plan for any reason other than death, Disability, or Normal Retirement, a Participant shall be vested in a percentage of his Employee Stock Ownership Account, such vested percentage to be determined under the following table ("Vesting Schedule"), based on the Years of Vesting Service (including Years of Vesting Service prior to the Effective Date) credited to him at the time of his termination of participation:

Years of Vesting ServicePercentage Vested

Less than 2 0%

2 20%

3 40%

4 60%

5 80%

6 or more 100%

Notwithstanding the foregoing, a Participant shall at all times have a nonforfeitable interest in Employer Securities acquired with dividends received pursuant to Section 8.4(c).

(b)Any portion of the Participant's Employee Stock Ownership Account which is not vested at the time he incurs a Break shall thereupon be forfeited and disposed of pursuant to Section 7.3.  In such event, Employer Securities shall be forfeited only after other assets. Distribution of the vested portion of a terminated Participant's interest in the Plan shall be payable in any manner permitted under Section 9.1.

(c)If a portion of a Participant's Account is forfeited, Employer Securities allocated from an Exempt Loan must be forfeited only after other assets.  If interests in more than one class of Employer Securities have been allocated to the Participant's Account, the Participant must forfeit the same proportion of each such class.

7.3           Forfeitures.

(a)Subject to the provisions of this Section 7.3, a Participant shall forfeit the nonvested portion of his Employee Stock Ownership Account upon the earlier of the date (1) the Participant receives a complete distribution of his Employee Stock Ownership Account (or is deemed to receive, in the case of a Participant who terminates employment with a zero percent vested interest in his Employee Stock Ownership Account), or (2) the Participant incurs 5 consecutive Breaks.

(b)In the event an Employee is rehired by the Employer, the following rules shall apply in determining the vested portion of the Employee's interest in the Plan:

22

      (1)       If the Employee has a Break, Years of Vesting Service before such Break shall not be taken into account until after he is credited with a Year of Vesting Service after his return.

      (2)       If the Employee has five or more consecutive Breaks upon his return, then his Years of Vesting Service after such Breaks shall not be taken into account in determining the vested portion of his Employee Stock Ownership Account that accrued before such Breaks.

      (3)        If the Employee was not vested in his Employee Stock Ownership Account at the time of his termination, then Years of Vesting Service before a consecutive period of Breaks shall not be required to be taken into account if the number consecutive Breaks exceeds the greater of (A) five, or (B) the aggregate number of Years of Vesting Service before such period.

(c)If the Plan operates under a graded vesting schedule and a Participant receives a distribution of his entire vested Account balance because of the termination of his participation in the Plan, the Plan shall disregard the Participant's Service with respect to which such cash-out distribution shall have been made, in computing his Account balance in the event that a Former Participant shall again become an Employee and become eligible to participate in the Plan. Such a distribution shall be deemed to be made on termination of participation in the Plan if it is made not later than the close of the second Plan Year following the Plan Year in which such termination occurs.  The forfeitable portion of a Participant's Account balance shall be restored upon repayment to the Plan by such Former Participant of the full amount of the cash-out distribution, provided that the Former Participant again becomes an Employee.  Such repayment must be made by the Employee not later than the end of the 5-year period beginning with the date the Participant is reemployed by the Employer or a Related Employer, or the close of the first period of 5 consecutive Breaks commencing after the distribution to the Employee.  Forfeitures required to be restored by virtue of such repayment shall be restored from the following sources in the following order of preference: (1) current forfeitures; (2) an additional Employer contribution, as appropriate, and as subject to Section 5.6; and (3) investment earnings of the Fund.  In the event that a Participant's Account balance is totally forfeitable, a Participant shall be deemed to have received a distribution of zero upon his termination of Service, and in the event of a return to Service within 5 years of the date of his deemed distribution, the Participant shall be deemed to have repaid his distribution as of the date of his return to Service.

(d)If a distribution is made at a time when a Participant has a nonforfeitable right to less than 100 percent of his Account and the Participant may increase the nonforfeitable percentage in the Account:

     (1)        A separate account will be established for the Participant's interest in the Plan as of the time of the distribution, and

     (2)        At any relevant time the Participant's nonforfeitable portion of the separate account will be equal to an amount ("X") determined by the formula:

X = P(AB + (R x D)) - (R x D)

      For purposes of applying the formula: P is the nonforfeitable percentage at the relevant time, AB is the Account balance at the relevant time, D is the amount of the distribution, and R is the ratio of the Account balance at the relevant time to the Account balance after distribution.

23

ARTICLE VIII

EMPLOYEE STOCK OWNERSHIP PROVISIONS

8.1           Right to Demand Employer Securities.

A Participant entitled to a distribution from his Account shall be entitled to demand that his interest in the Account be distributed to him in the form of Employer Securities, subject to Section 9.8.  The Administrator shall notify the Participant of his right to demand distribution of his vested Account balance entirely in whole shares of Employer Securities (with the value of any fractional share paid in cash).  However, if the charter or by-laws of the Employer restrict ownership of substantially all of the outstanding Employer Securities to Employees and the Trust, then the distribution of a Participant's vested Account shall be made entirely in the form of cash or other property, and the Participant is not entitled to a distribution in the form of Employer Securities.

8.2           Voting Rights; Tendering Shares.

(a)Each Participant with an Employee Stock Ownership Account shall be entitled to direct the Trustee as to the manner in which the Employer Securities in such account are to be voted.  Employer Securities held in the Employee Stock Ownership Suspense Account or the Exempt Loan Suspense Account shall be voted by the Trustee on each issue with respect to which shareholders are entitled to vote in the same proportion as the Participants who timely directed the Trustee as to the manner of voting their shares in the Employee Stock Ownership Accounts with respect to such issue (that is, affirmatively, negatively or with an abstention).  In the event that a Participant fails to give timely voting instructions to the Trustee with respect to the voting of Employer Securities that are allocated to his Employee Stock Ownership Account, the Trustee shall vote such shares in the same proportion as those shares on which the Trustee has received timely direction from the Participants with respect to such issue (that is, affirmatively, negatively or with an abstention).

(b)Tender rights or exchange offers for Employer Securities will be passed through to Participants.  As soon as practicable after the commencement of a tender or exchange offer for Employer Securities, the Employer shall cause each person with power to control the response to such tender or exchange offer to be advised in writing the terms of the offer and, if applicable, to be provided with a form for instructing the Trustee, or for revoking such instruction, to tender or exchange shares of Employer Securities, to the extent permitted under the terms of such offer.  In advising such persons of the terms of the offer, the Employer may include statements from the board of directors setting forth its position with respect to the offer.  To the extent some or all of the Participants have not directed or have not timely directed the Trustee on how to respond to such tender or exchange, then the Trustee shall tender or exchange such Employer Securities on which no direction was received as directed by the Plan Administrator.  In addition, shares attributable to Employer Securities held unallocated in the Exempt Loan Suspense Account as a result of an Exempt Loan shall be tendered or exchanged (or not tendered or exchanged) in the same proportion as those tendered by Participants.  If the tender or exchange offer is limited so that all of the shares that the Trustee has been directed to tender or exchange cannot be sold or exchanged, the shares that each Participant directed to be tendered or exchanged shall be deemed to have been sold or exchanged in the same ratio that the number of shares actually sold or exchanged bears to the total number of shares that the Trustee was directed to tender or exchange. The Trustee shall hold the Participant's individual directions with respect to voting rights or tender decisions in confidence and, except as required by law, shall not divulge or release such individual directions to anyone associated with the Employer. The Employer may require verification of the Trustee's compliance with the directions received from Participants by any independent auditor selected by the Employer, provided that such auditor agrees to maintain the confidentiality of such individual directions. The Employer may develop procedures to facilitate the

24

exercise of votes or tender rights, such as the use of facsimile transmissions for the Participants located in physically remote areas.

8.3           Nondiscrimination in Employee Stock Ownership Contribution.

In the event that the amount of the Employee Stock Ownership Contribution that would be required in any Plan Year to make the scheduled payments on an Exempt Loan would exceed the amount that would otherwise be deductible by the Employer for such Plan Year under Section 404 of the Code, then no more than one-third of the Employee Stock Ownership Contribution for the Plan Year, which is also the Employer's taxable year, shall be allocated to the group of Employees who:

(a)Was at any time during the Plan Year or the preceding Plan Year a 5 percent owner of the Employer (within the meaning of Section 416(i)(1) of the Code); or

(b)Received Statutory Compensation from the Employer for the preceding Plan Year in excess of $120,000, as adjusted under Section 414(q) of the Code with respect to the current year.

A former Employee shall be included in the group of Employees described above if either such former Employee was included in such group when such Employee separated from Service, or such former Employee was included in such group at any time after attaining age 55.

The determination of who is included in the group of Employees described above, shall be made in accordance with Section 414(q) of the Code and the regulations thereunder. Amounts not allocable on account of this Section 8.3 shall be allocated among the Accounts of Participants who are not highly compensated employees, as defined herein, in accordance with Sections 5.5 and 5.6.

8.4           Dividends.

(a)Dividends paid with respect to Employer Securities credited to a Participant's Employee Stock Ownership Account as of the record date for the dividend payment may be allocated to the Participant's Employee Stock Ownership Account, paid in cash to the Participant, or used by the Trustee to make payments on an Exempt Loan, pursuant to the direction of the Administrator.

(b)If the Administrator shall direct that the aforesaid dividends shall be paid directly to Participants, the dividends paid with respect to such Employer Securities shall be paid to the Plan, from which dividend distributions in cash shall be made to the Participants with respect to the Employer Securities in their Employee Stock Ownership Accounts within 90 days of the close of the Plan Year in which the dividends were paid.

(c)If the Administrator permits, then Participants shall be able to elect, in accordance with regulations or other guidance, to have the dividends paid and allocable to the Participant's Account either (1) distributed to the Participant (or his Beneficiary) no later than 90 days after close of the Plan Year in which the dividend is paid (reduced by any investment losses occurring from when the dividend is paid to the Plan to when it is distributed to the Participant), or (2) retained in the Participant's Account under the Plan to be invested in Employer Securities.  Such election procedure shall be consistent with the requirements of Section 404(k) of the Code. If the Participant fails to make the election, he shall be deemed to have elected payment to the Plan and reinvestment in Employer Securities.  All elections shall be irrevocable upon the later of the date of the Participant's election or the end of the applicable election period.

25

(d)If dividends on Employer Securities already allocated to Participants' Employee Stock Ownership Accounts are used to make payments on an Exempt Loan, the Employer Securities which are released from the Exempt Loan Suspense Account shall first be allocated to each Employee Stock Ownership Account in an amount equal to the amount of dividends that would have been allocated to such Account if the dividends had not been used to make payments on an Exempt Loan, and the remaining Employer Securities (if any) which are released shall be allocated in the proportion that the value of each Employee Stock Ownership Account bears to the value of all such Accounts, all in accordance with Section 404(k) of the Code.

(e)Dividends on Employer Securities obtained pursuant to an Exempt Loan and still held in the Exempt Loan Suspense Account may be used to make payments on an Exempt Loan, as described in Section 8.6.

8.5           Exempt Loans.

(a)The Sponsor may direct the Trustee to obtain Exempt Loans.  The Exempt Loan shall be primarily for the benefit of the Plan participants and their beneficiaries. The Exempt Loan may take the form of (i) a loan from a bank or other commercial lender to purchase Employer Securities (ii) a loan from the Employer to the Plan; or (iii) an installment sale of Employer Securities to the Plan.  The proceeds of any such Exempt Loan shall be used, within a reasonable time after the Exempt Loan is obtained, only to purchase Employer Securities, repay the Exempt Loan, or repay any prior Exempt Loan.  Any such Exempt Loan shall provide for no more than a reasonable rate of interest and shall be without recourse against the Plan.  The number of years to maturity under the Exempt Loan must be definitely ascertainable at all times.  At the time the Exempt Loan is entered into, the interest rate on the Exempt Loan and the price of the Employer Securities acquired with the proceeds of the Exempt Loan shall not be such that Plan assets might be drained off.  The only assets of the Plan that may be given as collateral for an Exempt Loan are Financed Shares acquired with the proceeds of the Exempt Loan and Financed Shares that were used as collateral for a prior Exempt Loan repaid with the proceeds of the current Exempt Loan.  Such Financed Shares so pledged shall be placed in an Exempt Loan Suspense Account.  No person or institution entitled to payment under an Exempt Loan shall have recourse against Trust assets other than the Financed Shares, the Employer Stock Ownership Contribution (other than contributions of Employer Securities) that is available under the Plan to meet obligations under the Exempt Loan, and earnings attributable to such Financed Shares and the investment of such contribution.  Any Employee Stock Ownership Contribution paid during the Plan Year in which an Exempt Loan is made (whether before or after the date the proceeds of the Exempt Loan are received), any Employee Stock Ownership Contribution paid thereafter until the Exempt Loan has been repaid in full, and all earnings from investment of such Employee Stock Ownership Contribution, without regard to whether any such Employee Stock Ownership Contribution and earnings have been allocated to Participants' Employee Stock Ownership Accounts, shall be available to meet obligations under the Exempt Loan as such obligations accrue, or prior to the time such obligations accrue, unless otherwise provided by the Employer at the time any such contribution is made.  Any pledge of Employer Securities shall provide for the release of Financed Shares upon the payment of any portion of the Exempt Loan.  The Exempt Loan shall not be payable at the demand of any person, except in the event of default. In the event of a default regarding the repayment of an Exempt Loan, the amounts transferred in satisfaction of the Exempt Loan must not exceed the amount of default.  If the lender of the Exempt Loan is a disqualified person (within the meaning of Section 4975(e)(2) of the Code), then the transfer of assets in connection with an Exempt Loan shall be permitted only upon and to the extent of the failure of the Plan to meet the payment schedule of the Exempt Loan.  For purposes of the preceding two sentences, the making of a guarantee shall not make a person a lender.

26

(b)For each Plan Year during the duration of the Exempt Loan, the number of Financed Shares released from such pledge shall equal the number of Financed Shares held immediately before release for the current Plan Year multiplied by a fraction.  The numerator of the fraction is the sum of principal and interest paid in such Plan Year.  The denominator of the fraction is the sum of the numerator plus the principal and interest to be paid for all future years.  Such years will be determined without taking into account any possible extension or renewal periods.  If interest on any Exempt Loan is variable, the interest to be paid in future years under the Exempt Loan shall be computed by using the interest rate applicable as of the end of the Plan Year.

(c)Notwithstanding the foregoing, the Trustee may, in accordance with the direction of the Administrator, obtain an Exempt Loan pursuant to the terms of which the number of Financed Shares to be released from encumbrance shall be determined with reference to principal payments only.  In the event that such an Exempt Loan is obtained, annual payments of principal and interest shall be at a cumulative rate that is not less rapid at any time than level payments of such amounts for not more than 10 years.  The amount of interest in any such annual loan repayment shall be disregarded only to the extent that it would be determined to be interest under standard loan amortization tables.  The requirement set forth in the preceding sentence shall not be applicable from the time that, by reason of a renewal, extension, or refinancing, the sum of the expired duration of the Exempt Loan, the renewal period, the extension period, and the duration of a new Exempt Loan exceeds 10 years.

8.6           Exempt Loan Payments.

(a)Payments of principal and interest on any Exempt Loan during a Plan Year shall be made by the Trustee (as directed by the Administrator) only from (1) the Employee Stock Ownership Contribution to the Trust made to meet the Plan's obligation under an Exempt Loan (other than contributions of Employer Securities) and from any earnings attributable to Financed Shares and investments of such contributions (both received during or prior to the Plan Year); (2) the proceeds of a subsequent Exempt Loan made to repay a prior Exempt Loan; and (3) the proceeds of the sale of any Financed Shares.  Such contribution and earnings shall be accounted for separately by the Plan until the Exempt Loan is repaid.  Payments made with respect to an Exempt Loan during a Plan Year shall not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year, less such payment in prior years.

(b)Employer Securities released from the Exempt Loan Suspense Account by reason of the payment of principal or interest on an Exempt Loan from amounts allocated to Participants' Employee Stock Ownership Accounts shall immediately upon release be allocated as set forth in Section 5.5.

(c)The Employer shall contribute to the Trust sufficient amounts to enable the Trust to pay principal and interest on any such Exempt Loans as they are due, provided, however, that no such contribution shall exceed the limitations in Section 5.6.  In the event that such contributions by reason of the limitations in Section 5.6 are insufficient to enable the Trust to pay principal and interest on such Exempt Loan as it is due, then upon the Administrator's direction the Employer shall:

     (1)      Make an Exempt Loan to the Trust in sufficient amounts to meet such principal and interest payments.  Such new Exempt Loan shall be subordinated to the prior Exempt Loan.  Employer Securities released from the pledge of the prior Exempt Loan shall be pledged as collateral to secure the new Exempt Loan.  Such Employer Securities will be released from this new pledge and allocated to the Employee Stock Ownership Accounts of the Participants in accordance with the applicable provisions of the Plan;

27

    (2)       Purchase any Financed Shares in an amount necessary to provide the Trustee with sufficient funds to meet the principal and interest repayments.  Any such sale by the Plan shall meet the requirements of Section 408(e) of the Act; or

     (3)       Any combination of the foregoing.

However, the Employer shall not, pursuant to the provisions of this subsection, do, fail to do or cause to be done any act or thing which would result in a disqualification of the Plan as an employee stock ownership plan under Section 4975(e)(7) of the Code.

(d)Except as provided in Section 8.1 above and notwithstanding any amendment to or termination of the Plan which causes it to cease to qualify as an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, or any repayment of an Exempt Loan, no shares of Employer Securities acquired with the proceeds of an Exempt Loan obtained by the Trust to purchase Employer Securities may be subject to a put, call or other option, or buy-sell or similar arrangement, while such shares are held by the Plan or when such shares are distributed from the Plan.  The provisions of this Section 8.6(d) shall continue to be applicable to Employer Securities held by the Trustee, whether or not allocated to Participants' and Former Participants' Accounts, even if the Plan ceases to be an employee stock ownership plan, as defined in Section 4975(e)(7) of the Code.  The Plan shall not obligate itself to acquire Employer Securities from a particular security at an indefinite time upon the happening of an event, such as the death of the security holder.

8.7          Put Option.

In the event that the Employer Securities distributed to a Participant are not readily tradable on an established market, the Participant shall be entitled to require that the Employer repurchase the Employer Securities under a fair valuation formula, as provided by governmental regulations.  The Participant or Beneficiary shall be entitled to exercise the put option described in the preceding sentence for a period of not more than 60 days following the date of distribution of Employer Securities to him.  If the put option is not exercised within such 60-day period, the Participant or Beneficiary may exercise the put option during an additional period of not more than 60 days after the beginning of the first day of the first Plan Year following the Plan Year in which the first put option period occurred, all as provided in regulations promulgated by the Secretary of the Treasury.

If a Participant exercises the foregoing put option with respect to Employer Securities that were distributed as part of a total distribution pursuant to which a Participant's Employee Stock Ownership Account is distributed to him in a single taxable year, the Employer or the Plan may elect to pay the purchase price of the Employer Securities over a period not to exceed 5 years.  Such payments shall be made in substantially equal installments not less frequently than annually over a period beginning not later than 30 days after the exercise of the put option.  Reasonable interest shall be paid to the Participant with respect to the unpaid balance of the purchase price, and adequate security shall be provided with respect thereto.  In the event that a Participant exercises a put option with respect to Employer Securities that are distributed as part of an installment distribution, if permissible under Section 9.5, the amount to be paid for such securities shall be paid not later than 30 days after the exercise of the put option.

8.8           Diversification Requirements.

Each Participant who has completed at least 10 years of participation in the Plan and has attained age 55 may elect within 90 days after the close of each Plan Year during his "qualified election period" to direct the Plan as to the investment of at least 25 percent of his Employee Stock Ownership Account

28

(reduced by the amount of any distributions made pursuant to a prior election under this Section 8.8).  For purposes of this Section 8.8, the term "qualified election period" shall mean the five Plan Year period beginning with the Plan Year after the Plan Year in which the Participant attains age 55 (or, if later, beginning with the Plan Year after the first Plan Year in which the Employee first completes at least 10 years of participation in the Plan).  In the case of an Employee who has attained age 60 and completed 10 years of participation in the prior Plan Year and in the case of the election year in which any other Participant who has met the minimum age and service requirements for diversification can make his last election hereunder, he shall be entitled to direct the Plan as to the investment of at least 50 percent of his Employee Stock Ownership Account (reduced by the amount of any distributions made pursuant to a prior election under this Section 8.8).  The Plan shall make available at least 3 investment options (chosen by the Administrator in accordance with Treasury Regulations) to each Participant making an election hereunder.  The Plan shall be deemed to have met the requirements of this Section 8.8 if the portion of the Participant's Employee Stock Ownership Account covered by the election hereunder is distributed to the Participant or his designated Beneficiary within 90 days after the period during which the election may be made.  In the absence of such a distribution, the Trustee shall implement the Participant's election within 90 days following the expiration of the qualified election period.  Notwithstanding the foregoing, if the fair market value of the Employer Securities allocated to the Employee Stock Ownership Account of a Participant otherwise entitled to diversify hereunder is $500 or less as of the Valuation Date immediately preceding the first day of any election period, then such Participant shall not be entitled to an election under this Section 8.8 for that qualified election period.

8.9            Independent Appraiser.

An independent appraiser meeting the requirements of the regulations promulgated under Section 170(a)(1) of the Code shall value the Employer Securities in those Plan Years when such securities are not readily tradable on an established securities market.

29

ARTICLE IX

PAYMENTS AND DISTRIBUTIONS

9.1           Payments on Termination of Service - In General.

All benefits provided under this Plan shall be funded by the value of a Participant's vested Account in the Plan.  As soon as practicable after a Participant's Retirement, Disability, death or other termination of Service, the Administrator shall ascertain the value of his vested Account, as provided in Article V, and the Administrator shall hold or dispose of the same in accordance with the following provisions of this Article IX.

9.2           Commencement of Payments.

(a)Distributions upon Retirement, Disability or Death.  Upon a Participant's Retirement, Disability or death, payment of benefits under this Plan shall, unless the Participant otherwise elects (in accordance with Section 9.3), commence as soon as practicable after the Valuation Date next following the date of the Participant's Retirement, Disability or death.

(b)Distribution following Termination of Service.  Unless a Participant elects otherwise, if a Participant terminates Service prior to Retirement, Disability or death, he shall be accorded an opportunity to commence receipt of benefits as soon as practicable after the Valuation Date next following the date of the Participant's termination of Service.  A Participant who terminates Service with a vested Account balance shall be entitled to receive from the Administrator a statement of his benefits.  If a Participant's vested Account balance does not exceed $1,000, the Plan Administrator shall distribute the vested Account balance as soon as practicable after the Valuation Date next following the date the Participant terminates Service without the consent of the Participant or his spouse.

(c)Distribution of Larger Accounts.  If the value of a Participant's vested Account balance exceeds $1,000, and the vested Account balance is immediately distributable (i.e., is distributable prior to the date the Participant attains age 65), the Participant must consent to any distribution of such vested Account balance.  The Administrator shall notify the Participant of the right to defer any distribution until the Participant's vested Account balance is no longer immediately distributable.  Such notification shall be provided no less than 30 days, nor more than 180 days, prior to the account distribution date.  The Administrator must clearly inform the Participant: (1) that the Participant has a right to a period of at least 30 days after receiving the notice to decide whether or not to elect a distribution (and, if applicable, a particular distribution option); (2) that there are consequences for failing to defer receipt of a distribution; (3) that the Participant must affirmatively elect a distribution after receiving the 30-day notice, and (4) any other information required under Section 411(a)(11) of the Code and the Treasury Regulations thereunder. The consent of the Participant shall be obtained in writing within the 180-day period ending on the date the distribution is to be made. If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that the Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and the Participant, after receiving the notice, affirmatively elects a distribution.

9.3           Mandatory Commencement of Benefits.

(a)Unless a Participant elects otherwise, in writing, distribution of benefits will begin no later than the 60th day after the latest to occur of the close of the Plan Year in which (1) the Participant attains

30

age 65, (2) the tenth anniversary of the Plan Year in which the Participant commenced participation, or (3) the Participant terminates Service with the Employer and all Related Employers.

(b)In the event that the Plan shall be subsequently amended to provide for a form of distribution other than a lump sum, if the Participant's interest is to be distributed in other than a lump sum, the following minimum distribution rules shall apply on or after the required beginning date:

      (1)        All distributions required under this Section 9.3(b) shall be determined and made in accordance with the Treasury Regulation under Code Section 401(a)(9).

      (2)        Time and Manner of Distribution.

   (A)      The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date.

   (B)       If the Participant dies before distributions begin, the Participant 's entire interest will be distributed, or begin to be distributed, no later than as follows:

(i)      If the Participant's surviving spouse is the Participant's sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

(ii)      If the Participant's surviving spouse is not the Participant's sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(iii)     If there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(iv)     If the participant's surviving spouse is the participant's sole designated beneficiary and the surviving spouse dies after the participant but before distributions to the surviving spouse begin, this Section 9.3(b)(2)(B), other than Section 9.3(b)(2)(B)(i), will apply as if the surviving spouse were the participant.

For purposes of this Section 9.3(b)(2)(B) and Section 9.3(b)(4) ,unless Section 9.3(b)(2)(B)(iv) applies, distributions are considered to begin on the Participant's required beginning date. If Section 9.3(b)(2)(B)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 9.3(b)(2)(B)(i).

       (3)      Required Minimum Distributions During Participant's Lifetime.  During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A)      the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or

31

(B)       if the Participant's sole designated beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year.

Required minimum distributions will be determined under this Section 9.3(b)(2) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the participant's date of death.

(4) Required Minimum Distributions After Participant's Death.

(A)      Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated beneficiary, determined as follows:

(i)      The Participant's remaining life expectancy is calculated using the age of the participant in the year of death, reduced by one for each subsequent year.

(ii)      If the Participant's surviving spouse is the Participant's sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year.

(iii)      If the Participant's surviving spouse is not the Participant's sole designated beneficiary, the designated beneficiary's remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the participant's death, reduced by one for each subsequent year.

 (B)      If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's  account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(5) Death Before Date Distributions Begin.

(A)      Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated beneficiary, determined as provided in (4) above.

32

(B)       No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(C)        Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse, this paragraph (5) will apply as if the surviving spouse were the Participant.

(6) Definitions.

(A)         Designated beneficiary. The individual who is designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

(B)           Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 9.3(b)(2).  The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's  required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(C)           Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury Regulations.

(D)           Participant's account balance. The account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(E) Required beginning date. The date specified in Section 9.4.

9.4           Required Beginning Dates.

(a)General Rule. The required beginning date of a Participant who is a 5-percent owner of the Employer is the first day of April of the calendar year following the calendar year in which the Participant attains age 70-1/2.  The required beginning date of a Participant who is not a 5-percent owner shall be April 1 of the calendar year following the later of either:  (i) the calendar year in which the Participant attains age 70-1/2, or (ii) the calendar year in which the Participant retires.

33

(b)5-percent owner.  A Participant is treated as a 5-percent owner for purposes of this section if such Participant is a 5-percent owner as defined in Section 416(i) of the Code.  Once distributions have begun to a 5-percent owner under this section, they must continue to be distributed, even if the Participant ceases to be a 5-percent owner in a subsequent year.

9.5           Form of Payment.

Each Participant's vested Account balance shall be distributed in a lump sum payment.  This form of payment shall be the normal form of distribution.  However, in the event that the Administrator must commence distributions, as required by Section 9.4 herein, with respect to an Employee who has attained age 70½ and is still employed by the Employer, if the Employee does not elect a lump sum distribution, payments shall be made in installments in such amounts as shall satisfy the minimum distribution rules of Section 9.3.

9.6          Payments Upon Termination of Plan.

Upon termination of this Plan pursuant to Sections 13.2, 13.4, 13.5 or 13.6, the Administrator shall continue to perform its duties and the Trustee as directed by the Administrator, and shall make all payments upon the following terms, conditions and provisions:  The Account balance of each affected Participant and Former Participant shall immediately become fully vested and nonforfeitable; the Account balance of all Participants and Former Participants shall be determined within 60 days after such termination, and the Administrator shall have the same powers to direct the Trustee in making payments as contained in Sections 9.1 and 13.5.

9.7           Distributions Pursuant to Qualified Domestic Relations Orders.

(a)Nothing contained in this Plan prevents the Administrator from complying with the provisions of a Qualified Domestic Relations Order. This Plan specifically permits distribution to an alternate payee under a Qualified Domestic Relations Order at any time, irrespective of whether the Participant has attained his earliest retirement age (as defined under Section 414(p) of the Code) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if: (1) the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value of the alternate payee's benefits under the Plan exceeds $5,000, and the order requires, the alternate payee consents to any distribution occurring prior to the Participant's attainment of earliest retirement age. Nothing in this Section 9.7 gives a Participant a right to receive distribution at a time otherwise not permitted under the Plan nor does it permit the alternate payee to receive a form of payment not otherwise permitted under the Plan.

(b)The Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Administrator promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of its determination. The Administrator must provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order, or in a manner consistent with Department of Labor regulations.

(c)If any portion of the Participant's Account is payable during the period the Administrator is making its determination of the qualified status of the domestic relations order, the Administrator must make a separate accounting of the amounts payable. If the Administrator determines the order is a Qualified

34

Domestic Relations Order within 18 months of the date amounts first are payable following receipt of the order, the Administrator will direct the Trustee to distribute the payable amounts in accordance with the order. If the Administrator does not make its determination of the qualified status of the order within the 18 month determination period, the Administrator will direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Administrator later determines the order is a Qualified Domestic Relations Order. To the extent it is not inconsistent with the provisions of the Qualified Domestic Relations Order, the Administrator may direct the Trustee to invest any partitioned amount in a segregated sub-account or separate account and to invest the account in Federally insured, interest‑bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated sub-account remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. The Trustee will make any payments or distributions required under this Section 9.7 by separate benefit checks or other separate distribution to the alternate payee(s).

9.8           ESOP Distribution Rules.

Notwithstanding any provision of this Article IX to the contrary, the distribution of a Participant's Employee Stock Ownership Account (unless the Participant elects otherwise in writing) shall commence as soon as administratively feasible as of the first Valuation Date coincident with or next following his death, Disability or termination of Service, but not later than 1 year after the close of the Plan Year in which the Participant separates from Service by reason of the attainment of his Normal Retirement Date, Disability, death or separation from Service.  In addition, all distributions hereunder shall, to the extent that the Participant's Account is invested in Employer Securities, be made in the form of Employer Securities or cash, or a combination of Employer Securities and cash, in the discretion of the Administrator, subject to the Participant's right to demand Employer Securities in accordance with Section 8.1.  Fractional shares, however, may be distributed in the form of cash.  If Employer Securities acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class of Employer Securities, the Participant receiving a distribution of Employer Securities shall receive substantially the same proportion of each such class.

9.9           Direct Rollover.

(a)Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Article IX, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an "eligible rollover distribution" paid directly to an "eligible retirement plan" specified by the distributee in a "direct rollover."

(b)An "eligible rollover distribution" is any distribution of all or any portion of the balance to the credit of the distributee, except that an "eligible rollover distribution" does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer Securities); and any hardship distribution made on behalf of the Participant.

(c)An "eligible retirement plan" is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code,

35

that accepts the distributee's eligible rollover distribution.  However, in the case of an "eligible rollover distribution" to the surviving spouse or a non-spouse designated beneficiary, an "eligible retirement plan" is an individual retirement account or individual retirement annuity (and in the case of a non-spouse designated beneficiary an inherited individual retirement account or individual retirement annuity).  An eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan.  The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse or a non-spouse designated beneficiary, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

(d)A "distributee" includes a Participant or Former Participant.  In addition, the Participant's or Former Participant's surviving spouse and the Participant's or Former Participant's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order are "distributees" with regard to the interest of the spouse or former spouse.  Pursuant to Section 402(c)(11) of the Code, a "distributee" may also be a designated beneficiary of the Participant (determined in accordance with Code Section 401(a)(9)(E) of the Code).

(e)A "direct rollover" is a payment by the Plan to the "eligible retirement plan" specified by the distributee.

(f)The Plan shall allow a direct trustee-to-trustee transfer of an eligible rollover distribution to a Roth IRA (within the meaning of Section 408A of the Code).

9.10         Share Legend.

Employer Securities held or distributed by the Trustee may include such legend restrictions on transferability as the Employer may reasonably require in order to assure compliance with applicable Federal and State securities and other laws.

9.11. Power to Reduce Benefit.

Notwithstanding Section 14.4, effective for judgments, orders, and decrees issued, and settlement agreements entered into, on or after August 5, 1997, a Participant's Plan benefit may be reduced to satisfy liabilities of the Participant to the Plan due to:

(a)The Participant's being convicted of committing a crime involving the Plan;

(b)A civil judgment (or consent order or decree) entered by a court in an action brought in connection with a violation of the fiduciary provisions of the Act; or

(c)A settlement agreement between the Department of Labor and the Participant in connection with a violation of the fiduciary provisions of the Act.

The court order establishing such liability must require that the Participant's benefit in the Plan be applied to satisfy the liability.

36

ARTICLE X

PROVISIONS RELATING TO TOP-HEAVY PLANS

10.1         Top-Heavy Rules to Control.

Anything contained in this Plan to the contrary notwithstanding, if for any Plan Year the Plan is a top-heavy plan, as determined pursuant to Section 416 of the Code, then the Plan must meet the requirements of this Article X for such Plan Year.

10.2         Top-Heavy Plan Definitions.

Unless a different meaning is plainly implied by the context, the following terms as used in this Article X shall have the following meanings:

(a)"Accrued Benefit" shall mean the account balances or accrued benefits of an Employee, calculated pursuant to Section 10.3.

(b)"Determination Date" shall mean, with respect to any particular Plan Year of this Plan, the last day of the preceding Plan Year (or, in the case of the first Plan Year of the Plan, the last day of the first Plan Year).  In addition, the term "Determination Date" shall mean, with respect to any particular plan year of any plan (other than this Plan) in a Required Aggregation Group or a Permissive Aggregation Group, the last day of the plan year of such plan which falls within the same calendar year as the Determination Date for this Plan.

(c)"Employer" shall mean the Employer and any Related Employer.

(d)"Key Employee" shall mean any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having Statutory Compensation greater than $175,000 (as adjusted under Section 416(i)(1) of the Code), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having Statutory Compensation of more than $150,000.  The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the Treasury Regulations and other guidance of general applicability issued thereunder.

(e)"Non-Key Employee" shall mean any Employee or former Employee (or any Beneficiary of such Employee or former Employee, as the case may be) who is not considered to be a Key Employee with respect to this Plan.

(f)"Permissive Aggregation Group" shall mean all plans in the Required Aggregation Group and any other plans maintained by the Employer which satisfy Sections 401(a)(4) and 410 of the Code when considered together with the Required Aggregation Group.

(g)"Required Aggregation Group" shall mean each plan (including any terminated plan) of the Employer in which a Key Employee is (or in the case of a terminated plan, had been) a Participant in the Plan Year containing the Determination Date or any of the 4 preceding Plan Years, and each other plan of the Employer which enables any plan of the Employer in which a Key Employee is a Participant to meet the requirements of Sections 401(a)(4) or 410 of the Code.

37

10.3        Calculation of Accrued Benefits.

(a)            An Employee's Accrued Benefit shall be equal to:

(1)      With respect to this Plan or any other defined contribution plan (other than a defined contribution pension plan) in a Required Aggregation Group or a Permissive Aggregation Group, the Employee's account balances under the respective plan, determined as of the most recent plan valuation date within a 12-month period ending on the Determination Date, including contributions actually made after the valuation date but before the Determination Date (and, in the first plan year of a plan, also including any contributions made after the Determination Date which are allocated as of a date in the first plan year).

(2)       With respect to any defined contribution pension plan in a Required Aggregation Group or a Permissive Aggregation Group, the Employee's account balances under the plan, determined as of the most recent plan valuation date within a 12-month period ending on the Determination Date, including contributions which have not actually been made, but which are due to be made as of the Determination Date.

(3)        With respect to any defined benefit plan in a Required Aggregation Group or a Permissive Aggregation Group, the present value of the Employee's accrued benefits under the plan, determined as of the most recent plan valuation date within a 12-month period ending on the Determination Date, pursuant to the actuarial assumptions used by such plan, and calculated as if the Employee terminated Service under such plan as of the valuation date (except that, in the first plan year of a plan, a current Participant's estimated Accrued Benefit as of the Determination Date shall be taken into account).

(4)         The present values of accrued benefits and the amounts of account balances of an employee as of the Determination Date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date.  The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code.  In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period."

(5)          The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

(6)          The Accrued Benefit shall be calculated to include all amounts attributable to both Employer and Employee contributions, but shall exclude amounts attributable to voluntary deductible Employee contributions, if any.

(7)          Rollover and direct plan-to-plan transfers shall be taken into account as follows:

(A)      If the transfer is initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another unrelated employer, the transferring plan shall continue to count the amount transferred; the receiving plan shall not count the amount transferred.

(B)       If the transfer is not initiated by the Employee or is made between plans maintained by related employers, the transferring plan shall no longer count the amount transferred; the receiving plan shall count the amount transferred.

38

10.4         Determination of Top-Heavy Status.

This Plan shall be considered to be a top-heavy plan for any Plan Year if, as of the Determination Date, the value of the Accrued Benefits of Key Employees exceeds 60% of the value of the Accrued Benefits of all eligible Employees under the Plan.  Notwithstanding the foregoing, if the Employer maintains any other qualified plan, the determination of whether this Plan is top-heavy shall be made after aggregating all other plans of the Employer in the Required Aggregation Group and, if desired by the Employer as a means of avoiding top-heavy status, after aggregating any other plan of the Employer in the Permissive Aggregation Group.  If the required Aggregation Group is top-heavy, then each plan contained in such group shall be deemed to be top-heavy, notwithstanding that any particular plan in such group would not otherwise be deemed to be top-heavy.  Conversely, if the Permissive Aggregation Group is not top-heavy, then no plan contained in such group shall be deemed to be top-heavy, notwithstanding that any particular plan in such group would otherwise be deemed to be top-heavy.  In no event shall a plan included in a top-heavy Permissive Aggregation Group be deemed a top-heavy plan unless such plan is also included in a top-heavy Required Aggregation Group.

10.5         Minimum Contribution.

(a)           For any Plan Year in which the Plan is top-heavy, each Non-Key Employee who has met the age and service requirements, if any, contained in the Plan, shall be entitled to a minimum contribution (which may include forfeitures otherwise allocable) equal to a percentage of such Non-Key Employee's Statutory Compensation as follows:

(1)        If the Non-Key Employee is not covered by a defined benefit plan maintained by the Employer, then the minimum contribution under this Plan shall be 3% of such Non-Key Employee's Statutory Compensation.

(2)        If the Non-Key Employee is covered by a defined benefit plan maintained by the Employer, then the minimum contribution under this Plan shall be 5% of such Non-Key Employee's Statutory Compensation.

(b)            Notwithstanding the foregoing, the minimum contribution otherwise allocable to a Non-Key Employee under this Plan shall be reduced in the following circumstances:

(1)        The percentage minimum contribution required under this Plan shall in no event exceed the percentage contribution made for the Key Employee for whom such percentage is the highest for the Plan Year after taking into account contributions under other defined contribution plans in this Plan's Required Aggregation Group; provided, however, that this Section 10.5(b)(1) shall not apply if this Plan is included in a Required Aggregation Group and this Plan enables a defined benefit plan in such Required Aggregation Group to meet the requirements of Section 401(a)(4) or 410 of the Code.

(2)         No minimum contribution shall be required (or the minimum contribution shall be reduced, as the case may be) for a Non-Key Employee under this Plan for any Plan Year if the Employer maintains another qualified plan under which a minimum benefit or contribution is being accrued or made on account of such Plan Year, in whole or in part, on behalf of the Non-Key Employee, in accordance with Section 416(c) of the Code.

(c)            For purposes of this Section 10.5, there shall be disregarded (1) any Employer contributions attributable to a salary reduction or similar arrangement, or (2) any Employer contributions to or any

39

benefits under Chapter 21 of the Code (relating to the Federal Insurance Contributions Act), Title II of the Social Security Act, or any other federal or state law.

(d)            For purposes of this Section 10.5, minimum contributions shall be required to be made on behalf of only those Non-Key Employees, as described in Section 10.6(a), who have not terminated Service as of the last day of the Plan Year.  If a Non-Key Employee is otherwise entitled to receive a minimum contribution pursuant to this Section 10.5(d), the fact that such Non-Key Employee failed to complete 1,000 Hours of Service or failed to make any mandatory or elective contributions under this Plan, if any are so required, shall not preclude him from receiving such minimum contribution.

(e)            Matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan.  The preceding sentence shall apply with respect to matching contributions under the Plan or, if the plan provides that the minimum contribution requirement shall be met in another plan, such other plan.  Matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

40

ARTICLE XI

ADMINISTRATION

11.1         Appointment of Administrator.

This Plan shall be administered by a committee, whether or not Employees or Participants, who shall be appointed from time to time by the Board of Directors to serve at its pleasure.  Such Committee may, at the Board's discretion, be one and the same as the Committee or Retirement and Benefits Committee which administers the Sponsor's other employee benefit plans.  The Sponsor may require that each person appointed as an Administrator shall signify his acceptance by filing an acceptance with the Sponsor.  The term "Administrator" as used in this Plan shall refer to the members of the committee, either individually or collectively, as appropriate.  The authority to control and manage the operation and administration of the Plan is vested in the Administrator appointed by the Board of Directors. The Administrator shall have the rights, duties and obligations of an "administrator," as that term is defined in Section 3(16)(A) of the Act, and of a "plan administrator," as that term is defined in Section 414(g) of the Code.  In the event that the Sponsor shall elect not to appoint any individuals to constitute a committee to administer the Plan, the Sponsor shall serve as the Administrator hereunder.

11.2         Resignation or Removal of Administrator.

An Administrator shall have the right to resign at any time by giving notice in writing, mailed or delivered to the Sponsor and to the Trustee.  Any Administrator who was an employee of the Employer at the time of his appointment shall be deemed to have resigned as an Administrator upon his termination of Service.  The Board of Directors may, in its discretion, remove any Administrator with or without cause, by giving notice in writing, mailed or delivered to the Administrator and to the Trustee.

11.3        Appointment of Successors:  Terms of Office, Etc.

Upon the death, resignation or removal of an Administrator, the Sponsor may appoint, by Board of Directors' resolution, a successor or successors.  Notice of termination of an Administrator and notice of appointment of a successor shall be made by the Sponsor in writing, with copies mailed or delivered to the Trustee, and the successor shall have all the rights and privileges and all of the duties and obligations of the predecessor.

11.4          Powers and Duties of Administrator.

The Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:

(a)To promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of the Plan, such rules, regulations and procedures to apply uniformly to all Employees, Participants and Beneficiaries;

(b)To exercise discretion in determining all questions arising in the administration, interpretation and application of the Plan, including questions of eligibility and of the status and rights of Participants, Beneficiaries and any other persons hereunder;

(c)To decide any dispute arising hereunder strictly in accordance with the terms of the Plan; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;

41

(d)To advise the Employer and direct the Trustee regarding the known future needs for funds to be available for distribution in order that the Trustee may establish investments accordingly;

(e)To correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan;

(f)To advise the Employer of the maximum deductible contribution to the Plan for each fiscal year;

(g)To direct the Trustee concerning all matters requiring the Administrator's direction pursuant to the provisions of this Plan and the Trust Agreement;

(h)To advise the Trustee on all terminations of Service by Participants, unless the Employer has so notified the Trustee;

(i)  To confer with the Trustee on the settling of any claims against the Fund;

(j)  To make recommendations to the Board of Directors with respect to proposed amendments to the Plan and the Trust Agreement;

(k) To file all reports with government agencies, Employees and other parties as may be required by law, whether such reports are initially the obligation of the Employer, the Plan or the Trustee;

(l)  To have all such other powers as may be necessary to discharge its duties hereunder; and

(m)To direct the Trustee to pay all expenses of administering this Plan, except to the extent that the Employer pays such expenses.

Full discretion is granted to the Administrator to interpret the Plan and to determine the benefits, rights and privileges of Participants, Beneficiaries or other persons affected by this Plan.  The Administrator shall exercise its discretion under the terms of this Plan and shall administer the Plan in accordance with its terms, such administration to be exercised uniformly so that all persons similarly situated shall be similarly treated.

11.5         Action by Administrator.

The Administrator may elect a Chairman and Secretary from among its members and may adopt rules for the conduct of its business.  A majority of the members then serving shall constitute a quorum for the transaction of business.  All resolutions or other action taken by the Administrator shall be by vote of a majority of those present at such meeting and entitled to vote.  Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members.  All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or the Secretary of the Administrator, if any, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf.

11.6         Participation by Administrator.

No member of the committee constituting the Administrator shall be precluded from becoming a Participant in the Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under the Plan, except when

42

such matters or documents relate to benefits generally.  If this disqualification results in the lack of a quorum, then the Board of Directors shall appoint a sufficient number of temporary members of the committee constituting the Administrator who shall serve for the sole purpose of determining such a question.

11.7          Agents.

The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan.  The cost of such services and all other expenses incurred by the Administrator in connection with the administration of the Plan shall be paid from the Fund, unless paid by the Employer.

11.8         Allocation of Duties.

The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case, except as may be required by the Act, no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts of omissions of any other Administrator.

11.9         Delegation of Duties.

The Administrator may delegate any of its duties to any Employees of the Employer, or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.

11.10       Administrator's Action Conclusive.

Any action on matters within the authority of the Administrator shall be final and conclusive except as provided in Article XII.

11.11       Compensation and Expenses of Administrator.

No Administrator who is receiving compensation from the Employer as a full-time employee, as a director or agent, shall be entitled to receive any compensation or fee for his services hereunder.  Any other Administrator shall be entitled to receive such reasonable compensation for his services as an Administrator hereunder as may be mutually agreed upon between the Employer and such Administrator.  Any such compensation shall be paid from the Fund, unless paid by the Employer.  Each Administrator shall be entitled to reimbursement by the Employer for any reasonable and necessary expenditures incurred in the discharge of his duties.

11.12       Records and Reports.

The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with the Act, the Code and governmental regulations issued thereunder.

43

11.13       Reports of Fund Open to Participants.

The Administrator shall keep on file, in such form as it shall deem convenient and proper, all annual reports of the Fund received by the Administrator from the Trustee, and a statement of each Participant's interest in the Fund as from time to time determined.  The annual reports of the Fund and the statement of his Account balance, as well as a complete copy of the Plan and the Trust Agreement and copies of annual reports to the Internal Revenue Service, shall be made available by the Administrator to the Employer for examination by each Participant during reasonable hours at the office of the Employer, provided, however, that the statement of a Participant's Account balance shall not be made available for examination by any other Participant.

11.14       Named Fiduciary.

The Administrator is the named fiduciary for purposes of Section 402 of the Act and shall be the designated agent for receipt of service of process on behalf of the Plan.  It shall use the care and diligence in the performance of its duties under this Plan that are required of fiduciaries under the Act.  Nothing in this Plan shall preclude the Employer from purchasing liability insurance to protect the Administrator with respect to its duties under this Plan.

11.15       Information from Employer.

The Employer shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan.  The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the Employer, unless it knows or should have known that such information is erroneous.

11.16       Responsibilities of Directors.

Subject to the rights reserved to the Board of Directors acting on behalf of the Employer as set forth in this Plan, no member of the Board of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator or Trustee.

11.17      Liability and Indemnification.

(a)To the extent not prohibited by the Act, the Administrator shall not be responsible in any way for any action or omission of the Employer, the Trustee or any other person in the performance of their duties and obligations set forth in this Plan and in the Trust Agreement.  To the extent not prohibited by the Act, the Administrator shall also not be responsible for any act or omission of any of its agents, or with respect to reliance upon advice of its counsel (whether or not such counsel is also counsel to the Employer or the Trustee), provided that such agents or counsel were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agent or the advice of such counsel.

(b)The Administrator shall not be relieved from responsibility or liability for any responsibility, obligation or duty imposed upon it under this Plan or under the Act.  Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the Employer against liability or losses occurring by reason of any act or omission of the Administrator to the extent that such indemnification does not violate the Act or any other federal or state laws.

44

ARTICLE XII

CLAIMS PROCEDURE

12.1         Notice of Denial.

If a Participant or his Beneficiary is denied any benefits under this Plan, either in whole or in part, the Administrator shall advise the claimant in writing of the amount of his benefit, if any, and the specific reasons for the denial.  The Administrator shall also furnish the claimant at that time with a written notice containing:

(a)A specific reference to pertinent Plan provisions;

(b)A description of any additional material or information necessary for the claimant to perfect his claim, if possible, and an explanation of why such material or information is needed; and

(c)An explanation of the Plan's claim review procedure.

12.2         Right to Reconsideration.

Within 60 days of receipt of the information described in 12.1 above, the claimant shall, if he desires further review, file a written request for reconsideration with the Administrator.

12.3         Review of Documents.

So long as the claimant's request for review is pending (including the 60-day period described in Section 12.2 above), the claimant or his duly authorized representative may review pertinent Plan documents and the Trust Agreement (and any pertinent related documents) and may submit issues and comments in writing to the Administrator.

12.4         Decision by Administrator.

A final and binding decision shall be made by the Administrator within 60 days of the filing by the claimant of his request for reconsideration; provided, however, that if the Administrator feels that a hearing with the claimant or his representative present is necessary or desirable, this period shall be extended an additional 60 days.

12.5        Notice by Administrator.

The Administrator's decision shall be conveyed to the claimant in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific references to the pertinent Plan provisions on which the decision is based.  The Administrator's decision shall be binding and conclusive with respect to all persons interested therein unless the Administrator has no reasonable basis for its decision.

12.6         Special Claims Procedures.

The following changes to the claims procedures set forth above shall apply to all claims for disability benefits under the Plan.  A disability benefit is any benefit, the availability of which is conditioned upon a showing of a disability.  Unless a change to the normal claims procedures set forth above is indicated, the normal procedures will also apply to claims for disability benefits.

45

(a)In the case of a claim for disability benefits, the Administrator shall advise the claimant of any adverse determination not later than 45 days after receipt of the claim.  Should it be necessary, that period may be extended by 30 days provided the Plan notifies the claimant of the circumstances prior to the expiration of the initial 45 day period.  In addition to the disclosure requirements of Section 12.1, a notice of denial of disability benefits must include:  (a) any internal rule or guideline relied upon by the Plan in making its determination and; (b) if the adverse determination is based on a medical necessity or experimental treatment, a statement explaining the specific clinical judgment for the determination, or a statement that such an explanation will be provided upon request.

(b)Within 180 days of receipt of a notice of denial of a disability claim, the claimant may file a written claim for review with the Administrator.

(c)Within 45 days, the Administrator must provide the claimant with a written notification of the benefit determination on review.  Should an extension of time be required, the initial period may be extended by up to 45 additional days.  The notice of the review determination shall include all of the disclosures required to be made by Section 12.1 and this Section 12.6.

46

ARTICLE XIII

AMENDMENTS, TERMINATION AND MERGER

13.1        Amendments.

The Sponsor reserves the right at any time and from time to time, for any reason and retroactively if deemed necessary or appropriate by it, to the extent permissible under law, to conform with governmental regulations or other policies, to amend in whole or in part any or all of the provisions of this Plan, provided that:

(a)No amendment shall make it possible for any part of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Trust Agreement, except to the extent provided in Section 4.4;

(b)No amendment may, directly or indirectly, reduce the vested portion of any Participant's Account balance as of the effective date of the amendment or change the vesting schedule with respect to the future accrual of Employer contributions for any Participants unless each Participant with 3 or more Years of Vesting Service is permitted to elect to have the vesting schedule in effect before the amendment used to determine his vested benefit;

(c)No amendment may eliminate an optional form of benefit; and.

(d)No amendment may increase or change the duties or liabilities of the Trustee without its consent.

Amendments may be made in the form of resolutions or separate written document adopted by the Board of Directors or its delegate.  Copies of all amendments shall be delivered to the Trustee.

13.2         Effect of Change In Control.

(a)In the event of a "change in control" of the Sponsor, as defined in paragraph (d) below, this Plan shall terminate at the effective time of such change in control.  Nothing in this Plan shall prevent the Sponsor from becoming a party to such a change in control.

(b)Upon the effective time of a change in control, the Account balances of all affected Participants and Former Participants shall become fully vested and nonforfeitable, and the Trustee shall make payments to each Participant and Beneficiary in accordance with Section 9.5.

(c)Notwithstanding any provision of the Plan to the contrary, at and after the effective time of a change in control, each of the following provisions shall become applicable; provided, however, that any such provision shall not apply if the Board of Directors determines that such provision would adversely affect the tax-qualified status of the Plan pursuant to Section 401(a) of the Code, or should not apply for any other reason:

    (1)        The Plan shall be interpreted, maintained and operated exclusively for the benefit of those individuals who are participating in the Plan as of the effective time of the change in control and their Beneficiaries.  Notwithstanding the provisions of Section 2.1(a), no Employee shall become a Participant for the first time at or after the effective time of a change in control.

47

    (2)        After a Participant's Retirement, Disability or other termination of Service, such Participant's Account, regardless of its value, shall not be distributed and shall share in the allocation of the Employee Stock Ownership Contribution and Investment Adjustments until such time as either (A) the Fund is liquidated in connection with the termination of the Plan, or (B) the Participant (or his Beneficiary) receives a full distribution of his Account either upon his election in accordance with Section 9.2(c) or as required in accordance with Section 8.8, 9.3 or 9.4.

    (3)         Upon the termination of the Plan, Employer Securities that are allocated to the Exempt Loan Suspense Account and that are not used to repay an Exempt Loan shall be allocated as Investment Adjustments in accordance with Section 5.3.

    (4)          Employer Securities that are released from the Exempt Loan Suspense Account in accordance with Section 8.5 shall be allocated to the Employee Stock Ownership Account of each Participant regardless of     whether he completed a Year of Vesting Service during the Plan Year or was an Employee on the last day of such Plan Year.

    (5)         The Administrator shall consist of a committee selected by the Board of Directors, and such committee shall have the exclusive authority (i) to remove the Trustee and to appoint a successor trustee, (ii) to adopt amendments to the Plan or the Trust Agreement to effectuate the provisions and intent of this Section 13.2, and (iii) to perform any or all of the functions and to exercise all of the discretion that are delegated to the Administrator pursuant to Article XI.

    (6)         Any application for a favorable determination letter with respect to the tax-qualified status of the Plan under Section 401(a) of the Code with respect to its termination shall be subject to the prior review, comment and approval (which approval shall not be unreasonably withheld) of the Administrator, as defined in paragraph (5) above.

(d)For purposes of this Section 13.2, the term "change in control" means the occurrence of any one or more of the events specified in the following clauses (i) through (iii): (i) any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial owner of shares of the Sponsor with respect to which 25% or more of the total number of votes for the election of the Board of Directors may be cast, (ii) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Sponsor shall cease to constitute a majority of the Board of Directors, or (iii) the effective time of a transaction that is approved by the stockholders of the Sponsor and that provides either for the Sponsor to cease to be an independent publicly-owned corporation or for a sale or other disposition of all or substantially all of the assets of the Sponsor.

13.3         Consolidation or Merger of Trust.

In the event of any merger or consolidation of the Fund with, or transfer in whole or in part of the assets and liabilities of the Fund to, another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the Fund applicable to such Participants shall be transferred to the other trust fund only if:

(a)Each Participant would receive a benefit under such successor trust fund immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (determined as if this Plan and such transferee trust fund had then terminated);

48

(b)Resolutions of the Board of Directors, or of any new or successor employer of the affected Participants, shall authorize such transfer of assets, and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities imposed under this Plan with respect to such Participants' inclusion in the new employer's plan; and

(c)Such other plan and trust are qualified under Sections 401(a) and 501(a) of the Code.

13.4        Bankruptcy or Insolvency of Employer.

In the event of (a) the Employer's legal dissolution or liquidation by any procedure other than a consolidation or merger, (b) the Employer's receivership, insolvency, or cessation of its business as a going concern, or (c) the commencement of any proceeding by or against the Employer under the federal bankruptcy laws, or similar federal or state statute, or any federal or state statute or rule providing for the relief of debtors, compensation of creditors, arrangement, receivership, liquidation or any similar event which is not dismissed within 30 days, this Plan shall terminate automatically with respect to such entity on such date (provided, however, that if a proceeding is brought against the Employer for reorganization under Chapter 11 of the United States Bankruptcy Code or any similar federal or state statute, then this Plan shall terminate automatically if and when said proceeding results in a liquidation of the Employer, or the approval of any Plan providing therefor, or the proceeding is converted to a case under Chapter 7 of the Bankruptcy Code or any similar conversion to a liquidation proceeding under federal or state law including, but not limited to, a receivership proceeding).  In the event of any such termination as provided in the foregoing sentence, the Trustee shall make payments to the persons entitled thereto in accordance with Section 9.6 hereof.

13.5        Voluntary Termination.

The Board of Directors reserves the right to terminate this Plan at any time by giving to the Trustee and the Administrator notice in writing of such desire to terminate.  The Plan shall terminate upon the date of receipt of such notice, the Account balances of all affected Participants and Former Participants shall become fully vested and nonforfeitable, and the Trustee shall make payments to each Participant or Beneficiary in accordance with Section 9.6.  Alternatively, the Sponsor, in its discretion, may determine to continue the Trust Agreement and to continue the maintenance of the Fund, in which event distributions shall be made upon the contingencies and in all the circumstances under which such distributions would have been made, on a fully vested basis, had there been no termination of the Plan.  In addition, an entity other than the Sponsor that is participating in this Plan may terminate its participation in the Plan on a prospective basis by action of its board of directors.  Upon such termination of participation, Participants who are employees of such entity shall be entitled to distributions from this Plan in accordance with Article IX and this Article XIII.

13.6         Partial Termination of Plan or Permanent Discontinuance of Contributions.

In the event that a partial termination of the Plan shall be deemed to have occurred, or if the Employer shall discontinue permanently its contributions hereunder, the right of each affected Participant and Former Participant in his Account balance shall be fully vested and nonforfeitable.  The Sponsor, in its discretion, shall decide whether to direct the Trustee to make immediate distribution of such portion of the Fund assets to the persons entitled thereto or to make distribution in the circumstances and contingencies which would have controlled such distributions if there had been no partial termination or permanent discontinuance of contributions.  Determining whether a partial termination of the Plan pursuant to Section 411(d)(3) of the Code has occurred depends on the facts and circumstances including the extent to which

49

participating Employees have had a severance from employment. If the turnover rate is at least 20 percent, there is a presumption that a partial termination of the Plan has occurred.

50

ARTICLE XIV

MISCELLANEOUS

14.1         No Diversion of Funds.

It is the intention of the Employer that it shall be impossible for any part of the corpus or income of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their Beneficiaries, except to the extent that a return of the Employer's contribution is permitted under Section 4.4.

14.2         Liability Limited.

Neither the Employer nor the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor the Trustee, nor any other person, shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.

14.3         Facility of Payment.

If the Administrator shall receive evidence satisfactory to it that a Participant or Beneficiary entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant or Beneficiary and that no guardian, committee or other representative of the estate of such Participant or Beneficiary shall have been duly appointed, the Administrator may direct the Trustee to make payment of such benefit otherwise payable to such Participant or Beneficiary, to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

14.4         Spendthrift Clause.

Except as permitted by the Act or the Code, including in the case of certain judgments and settlements described in Section 401(a)(13)(C) of the Code, no benefits or other amounts payable under the Plan shall be subject in any manner to anticipation, sale, transfer, assignment, pledge, encumbrance, charge or alienation.  If the Administrator determines that any person entitled to any payments under the Plan has become insolvent or bankrupt or has attempted to anticipate, sell, transfer, assign, pledge, encumber, charge or otherwise in any manner alienate any benefit or other amount payable to him under the Plan or that there is any danger of any levy or attachment or other court process or encumbrance on the part of any creditor of such person entitled to payments under the Plan against any benefit or other accounts payable to such person, the Administrator may, at any time, in its discretion, and in accordance with applicable law, direct the Trustee to withhold any or all payments to such person under the Plan and apply the same for the benefit of such person, in such manner and in such proportion as the Administrator may deem proper.

14.5         Benefits Limited to Fund.

All contributions by the Employer to the Fund shall be voluntary, and the Employer shall be under no legal liability to make any such contributions, except as otherwise provided herein.  The benefits of this Plan shall be provided solely by the assets of the Fund, and no liability for the payment of benefits under the Plan or for any loss of assets due to any action or inaction of the Trustee shall be imposed upon the Employer.

51

14.6         Cooperation of Parties.

All parties to this Plan and any party claiming interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary and desirable for carrying out this Plan or any of its provisions.

14.7         Payments Due Missing Persons.

The Administrator shall direct the Trustee to make a reasonable effort to locate all persons entitled to benefits under the Plan; however, notwithstanding any provision in the Plan to the contrary, if, after a period of 5 years from the date such benefit shall be due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended.  Before this provision becomes operative, the Trustee shall send a certified letter to all such persons at their last known address advising them that their interest in benefits under the Plan shall be suspended.  Any such suspended amounts shall be held by the Trustee for a period of 3 additional years (or a total of 8 years from the time the benefits first became payable), and thereafter such amounts shall be reallocated among current Participants in the same manner that a current contribution would be allocated.  However, if a person subsequently makes a valid claim with respect to such reallocated amounts and any earnings thereon, the Plan earnings or the Employer's contribution to be allocated for the year in which the claim shall be paid shall be reduced by the amount of such payment.  Any such suspended amounts shall be handled in a manner not inconsistent with regulations issued by the Internal Revenue Service and Department of Labor.

14.8        Governing Law.

This Plan has been executed in the State of Indiana, and all questions pertaining to its validity, construction and administration shall be determined in accordance with the laws of that State, except to the extent superseded by the Act.

14.9         Nonguarantee of Employment.

Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Employee, or as a right of any Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Employees, with or without cause.

14.10       Counsel.

The Trustee and the Administrator may consult with legal counsel, who may be counsel for the Employer and for the Administrator or the Trustee (as the case may be), with respect to the meaning or construction of this Plan and the Trust Agreement, their respective obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and they shall be fully protected to the extent allowable by law with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

14.11       Purposes.

This Plan is intended to satisfy the tax qualification requirements of Section 401(a) of the Code for stock bonus plans which are intended to operate and serve as employee stock ownership plans as described in Section 4975(e)(7) of the Code.  This Plan has been implemented so that Participants may be provided

52

with an opportunity to accumulate capital for their future economic security by being provided an equity interest in their employer.  This Plan, as an employee stock ownership plan, is intended to invest primarily in "qualifying employer securities" as defined in Section 4975(e)(8) of the Code.

14.12       Invalidity.

Subject to the requirements of the Code and the Act, in the event any provision of the Agreement, as between the Sponsor and the Trustee, shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof, and this Agreement shall thereafter be construed and enforced as if said illegal or invalid provisions had never been included herein.

IN WITNESS WHEREOF, the Sponsor has caused these presents to be executed by its duly authorized officers and its corporate seal to be affixed on this _____ day of _______, 20__.

ATTEST:	Mid-Southern Bancorp, Inc.
_____________________________________	By_____________________________________
Secretary	President and Chief Executive Officer
[Corporate Seal]
ATTEST:	Mid-Southern Savings Bank, FSB
_____________________________________	By_____________________________________
Secretary	President and Chief Executive Officer
[Corporate Seal]

53

ESOP TRUST AGREEMENT

BETWEEN

_____________________________

AND

MID-SOUTHERN BANCORP, INC.

THIS AGREEMENT OF TRUST (the "Agreement") is effective as of ___________________, 2018, by and between Mid-Southern Bancorp, Inc. (the "Employer") and ______________________, a non-depository trust company incorporated under the laws of the State of ___________ (the "Trustee");

WITNESSETH

WHEREAS, the Employer has adopted the Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan (the "Plan"), effective as of January 1, 2018, for the exclusive purpose of providing benefits under the Plan to participants and their beneficiaries of the Employer and related entities of the Employer, if any; and

WHEREAS, the Employer desires to establish a trust (the "Trust") for the Plan and to appoint the Trustee to serve as trustee for the Trust, effective as of January 1, 2018; and

WHEREAS, the Trustee wishes to accept its appointment as trustee for the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree and declare as follows:

ARTICLE I ESTABLISHMENT OF TRUST

Section 1.1.        The Employer and the Trustee hereby agree to the establishment of a trust consisting of such sums as shall from time to time be paid to the Trustee under the Plan and such earnings, income and appreciation as may accrue thereon which, less payments made by the Trustee to carry out the purposes of the Plan, are referred to herein as the "Fund".  The Trustee shall carry out the duties and responsibilities herein specified, but shall be under no duty to determine whether the amount of any contribution by the Employer or any affiliated entity or by any participant under the Plan is in accordance with the terms of the Plan.

Section 1.2.        The Fund shall be held, invested, reinvested and administered by the Trustee in accordance with the terms of the Plan and this Agreement solely in the interest of participants and their beneficiaries under the Plan and for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying the reasonable expenses of administering the Plan.  Except as provided in Section 4.2, no assets of the Plan shall inure to the benefit of the Employer or any affiliated entity.

Section 1.3.         The Trustee shall pay benefits and expenses from the Fund only upon the written direction of the Administrator or its delegate.  The Trustee shall be fully entitled to rely on such directions furnished by the Administrator or its delegate and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the Plan.

ARTICLE II INVESTMENT OF THE FUND

Section 2.1.         In accordance with the provisions of the Plan, the Trustee shall invest and reinvest the Fund without distinction between principal and income primarily in the Employer's common stock (herein "Employer Securities"), in accordance with the terms of the Plan and this Agreement as directed by the Employer.  To the extent that contributions are made in Employer Securities, the Trustee will be expected to retain such Employer Securities.  To the extent contributions are made in cash or other amounts are received in cash and are not needed to pay principal or interest on an ESOP loan, to pay distributions to participants and their beneficiaries or to pay expenses of the Trust, the Trustee will be expected to acquire Employer Securities either from other shareholders or directly from the Employer as directed by the Administrator.  If at the time Employer Securities is to be purchased, the Employer has outstanding more than one class of Employer Securities, the Administrator shall direct the Trustee as to which class of Employer Securities shall be purchased.

Section 2.2.         In accordance with the provisions of the Plan and except as provided in Section 2.1 herein or the Plan, all assets of the Fund shall be invested by the Trustee primarily in Employer Securities, with the specific exception that if the Trustee is notified by the Administrator that a participant is eligible to make a diversification election, if provided for under the Plan, whereby the participant may transfer a specified portion of the participant's account to other investment options available under the Plan, the Trustee shall invest such specified portion of the participant's account in accordance with the participant's investment directions as provided for in the Plan and Section 2.3 hereof.  The Administrator may also notify the Trustee that all or a portion of the Plan assets shall be invested in assets other than Employer Securities, in which case the Administrator shall direct the Trustee regarding how such Plan assets shall be invested; provided, however, that the Administrator may not cause the Trust to be invested in a manner that would result in the Plan not being invested primarily in Employer Securities, within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended ("Code").

In accordance with the provisions of the Plan, the "named fiduciary" of the Plan, as defined in Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), is authorized to appoint an "investment manager" as defined in Section 3(38) of ERISA, to be responsible for managing one or more of the designated investment options available under the Plan and selecting the specific investments that comprise any such investment option.    The Trustee shall follow the directions of the investment manager regarding the designated investment option(s) for which the investment manager is assigned responsibility.

Section 2.3.        In accordance with the provisions of the Plan, each participant who is eligible to make the diversification election described in Section 2.2 shall direct the Trustee as to the investment of that portion of his or her account subject to such election.  All investment directions by participants shall be timely furnished to the Trustee by the Administrator, except to

2

the extent such directions are transmitted telephonically or otherwise by participants and beneficiaries directly to the Trustee in accordance with rules and procedures established and approved by the Administrator and the Trustee.  A participant's diversification election shall be effected in the manner (i.e., reinvestment in the Plan in other assets, or transfer to another tax-qualified plan sponsored by the Employer, or directly to an individual retirement account for the benefit of the participant) determined by the Administrator and conveyed to the Trustee by the Administrator in writing.  In making any such investment or transfer of the assets of the Fund, the Trustee shall be fully entitled to rely on the directions from participants and/or the Administrator that are properly furnished to the Trustee, and the Trustee shall be under no duty to make any inquiry or investigation with respect thereto.

Section 2.4.       Subject to the provisions of Section 2.1, 2.2, and 2.3, the Trustee shall have the authority, in addition to any authority given by law, to exercise the following powers in the administration of the Fund:

(a)        in accordance with Section 2.2 above, to invest and reinvest all or a part of the assets of the Fund in the available investment options under the Plan without restriction to investments authorized for fiduciaries, including, without limitation on the amount that may be invested therein, any common, collective or commingled trust fund maintained by the Trustee, investment company, mutual fund, or other security or investment option offered by the Trustee.  Any investment in, and any terms and conditions of, any common, collective or commingled trust fund available only to employee trusts which meet the requirements of the Code or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this Agreement and the Plan;

(b)        to dispose of all or any part of the investments, securities, or other property which may from time to time or at any time constitute the Fund and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance thereof, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership thereto, free and discharged of all trusts and without liability on the part of such purchasers to see to the application of the purchase money;

(c)         to cause any investment of the Fund to be registered in the name of the Trustee or the name of its nominee or nominees or to retain such investment unregistered or in a form permitting transfer by delivery; provided that the books and records of the Trustee shall at all times show that all such investments are part of the Fund;

(d)         to consult and employ any suitable agent to act on behalf of the Trustee and to contract for legal, accounting, clerical and other services deemed necessary by the Trustee to manage and administer the Fund according to the terms of the Plan and this Agreement;

(e)         to pay from the Fund all taxes imposed or levied with respect to the Fund or any part thereof under existing or future laws, and to contest the validity or amount of any tax, assessment, claim or demand respecting the Fund or any part thereof;  and

3

(f)         generally to exercise any of the powers of an owner with respect to all or any part of the Fund.

Section 2.5.        Each participant or beneficiary to whose account shares of Employer Securities have been allocated shall, as a named fiduciary within the meaning of Section 403(a)(1) of ERISA, direct the Trustee with respect to the voting and, if applicable, tendering of shares of Employer Securities allocated to his or her account, and the Trustee shall follow the directions of those participants and beneficiaries who provide timely instructions to the Trustee.  The Trustee shall vote the shares of Employer Securities allocated to the accounts of participants for whom no timely instructions have been received in the same proportion as those shares of Employer Securities for which instructions were timely received.  Allocated shares of Employer Securities will not be tendered, unless directed by a participant or beneficiary to whose account shares of Employer Securities have been allocated.  Employer Securities held in a suspense account under the Plan shall be voted by the Trustee on each issue with respect to which shareholders are entitled to vote in the same proportion as the Employer Securities that are credited to the Accounts of those Participants who directed the Trustee as to the manner of voting their shares in such Accounts with respect to such issue, unless the Trustee determines otherwise as required under ERISA.  In the event that a Participant fails to give timely voting instructions to the Trustee with respect to the voting of Employer Securities that are allocated to his Account, such shares shall be voted by the Trustee in the same proportion as the Employer Securities that are credited to the Accounts of those Participants who directed the Trustee as to the manner of voting their shares in such Accounts with respect to such issue, unless the Trustee determines otherwise as required under ERISA.

Section 2.6.       Except as may be authorized by regulations promulgated by the Secretary of Labor, the Trustee shall not maintain the indicia of ownership in any assets of the Fund outside of the jurisdiction of the district courts of the United States.

ARTICLE III DUTIES AND RESPONSIBILITIES

Section 3.1.       The Trustee, Employer, Named Fiduciary and Administrator shall each discharge their assigned fiduciary duties and responsibilities under this Agreement and the Plan solely in the interest of participants and their beneficiaries in the following manner:

(a)        for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the Plan;

(b)        with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(c)        except as permitted by ERISA Section 404(a)(2), by diversifying the Plan investments so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, including selecting a range of available investment options under the Plan referenced in Section 2.2 so as to permit participants and beneficiaries to diversify their investments pursuant to Section 2.3; and

4

(d)         in accordance with the provisions of the Plan and this Trust Agreement insofar as they are consistent with the provisions of ERISA.

Section 3.2.        The Trustee shall keep full and accurate accounts of all receipts, investments, disbursements and other transactions hereunder, including such specific records as may be agreed upon in writing between the Employer and Trustee.  All such accounts, books and records shall be open to inspection and audit at all reasonable times by any authorized representative of the Employer, the Named Fiduciary or the Administrator.  Any participant or beneficiary under the Plan may examine only those individual account records pertaining directly to that participant or beneficiary.

Section 3.3.         The Trustee shall determine the value of the Fund at such times as are mutually agreed upon by the Trustee and the Employer but in no case less frequently than annually or as required under the terms of the Plan, the Code or ERISA.  The value of shares of Employer Securities held in the Fund shall be determined at their fair market value defined as their closing market price on the relevant valuation date; provided, however, that in the event such shares of Employer Securities have no readily-ascertainable fair market value because they are thinly-traded, at their fair value as determined in good faith and pursuant to written procedures recommended by the Administrator and approved by the Trustee as of such times as the Trustee determines to be appropriate, and from such financial publications, pricing services, or other services or sources as the Trustee reasonably believes appropriate.  All other securities and the value of other assets held in the Fund shall be valued by the Trustee at their market values on the relevant valuation date under procedures established by the Trustee.  For purposes of this Section, Employer Securities shall be considered "thinly traded" if it is publicly traded on a national exchange or other generally recognized market, but not in sufficient volume and/or with sufficient frequency to assure prompt execution of buy and sell orders.  In making this determination, Internal Revenue Service Notice 2011-19 shall be taken into account.  The Trustee may seek an opinion from an independent investment advisor or legal counsel as to whether a given Securities is "thinly traded."

Section 3.4.         Within 120 days after the end of each plan year for the Plan, or within 120 days after its removal or resignation, the Trustee shall file with the named fiduciary a written account of the administration of the Fund showing all transactions effected by the Trustee with respect to the assets of the Plan subsequent to the period covered by the last preceding account to the end of such plan year or date of removal or resignation and all property held at its fair market value at the end of the accounting period.  Such accounting shall show the net value of the Plan's interest in each investment option maintained by the Trustee for the Fund and shall include financial information necessary for the completion of the annual reports required for the Plan under ERISA.  The named fiduciary may approve such accounting by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within 120 days from the date on which the accounting is delivered to the named fiduciary.

Section 3.5.          In accordance with the terms of the Plan, the Trustee shall establish and maintain separate accounts in the name of each participant in order to record all contributions by or on behalf of the participant to the Plan and any earnings, losses and expenses attributable thereto.  The Administrator shall furnish the Trustee with participant enrollment data in a format acceptable

5

to the Trustee identifying the name, address, social security number, and current investment directions of each participant for whom one or more separate accounts are to be established by the Trustee under this Agreement.  With respect to all contributions to the Plan and other amounts that are transmitted to the Trustee, the Administrator shall furnish the Trustee with participant allocation data in a format acceptable to the Trustee identifying each participant on whose behalf an amount is being transmitted to the Trustee and the dollar amount to be allocated to each of the participant's separate account under the Plan.  In allocating amounts to participants' separate accounts under the Plan, the Trustee shall be fully entitled to rely on the participant enrollment and allocation data furnished to it by the Administrator and shall be under no duty to make any inquiry or investigation with respect thereto.

Section 3.6.        The Trustee shall, at least annually, or more frequently as required by the Code or ERISA, furnish each participant in the Plan with statements reflecting the current fair market value of the participant's separate accounts under the Plan and all activities occurring within such accounts during the most recent reporting period, including Plan contributions, earnings, investment exchanges, distributions, and withdrawals.

Section 3.7.         The Trustee shall not be required to determine the facts concerning the eligibility of any participant to participate in the Plan, the amount of benefits payable to any participant or beneficiary under the Plan, or the date or method of payment or disbursement.  The Trustee shall be fully entitled to rely solely upon the written advice and directions of the Administrator as to any such question of fact.

Section 3.8.          Unless resulting from the Trustee's gross negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under this Agreement or ERISA, the Employer shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Plan or this Agreement.

ARTICLE IV PROHIBITION OF DIVERSION

Section 4.1.           Except as provided in Section 4.2, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the Plan shall any part of the corpus or income of the Fund be used for, or diverted to, purposes other than for the exclusive benefit of participants or their beneficiaries, or for defraying reasonable expenses of administering the Plan.

Section 4.2.           The provisions of Section 4.1 notwithstanding, contributions made by the Employer or any affiliated entity under the Plan will be returned to the Employer or affiliated entity under the following conditions:

(a)            If a contribution is made by mistake of fact, such contributions may be returned within one year of the payment of such contribution upon demand of the Employer or affiliated entity; and

6

(b)           Contributions to the Plan are specifically conditioned upon their deductibility under the Code.  To the extent a deduction is disallowed for any such contribution, it will be returned within one year after the disallowance of the deduction upon demand of the Employer or affiliated entity.  Contributions which are not deductible in the taxable year in which made but are deductible in subsequent taxable years shall not be considered to be disallowed for purposes of this subsection; and

(c)            Contributions to the Plan are specifically conditioned on initial qualification of the Plan under the Code.  If a Plan is determined by the Internal Revenue Service to not be initially qualified, upon demand of the Employer, any employer contributions made incident to that initial qualification will be returned within one year after the date the initial qualification is denied, provided that the determination of the Internal Revenue Service is made pursuant to an application for determination made by the time prescribed by law for filing the return of the Employer for the taxable year in which the Plan is adopted or such later date as is prescribed by the Secretary of the Treasury.

ARTICLE V COMMUNICATION WITH FIDUCIARIES

Section 5.1.           Whenever the Trustee is permitted or required to act upon the directions or instructions of the Employer, any named fiduciary, any investment manager or the Administrator, the Trustee shall be entitled to rely upon any written communication signed by any person or agent designated to act as or on behalf of any such fiduciary.  Such person or agent shall be so designated either under the provisions of the Plan or in writing by the Employer and such authority shall continue until revoked in writing.  The Trustee shall incur no liability for failure to act on such person's or agent's instructions or orders without written communication, and the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions, directions, certifications and communications believed to be genuine and to have been signed or communicated by the proper person.

Section 5.2.            The Employer shall notify the Trustee in writing of the appointment, removal or resignation of any person designated to act as or on behalf of the Employer, the named fiduciary, any investment manager, or the Administrator.  After such notification, the Trustee shall be fully protected in acting upon the directions of any person designated to act as or on behalf of any such fiduciary until the Trustee receives notice from the Employer to the contrary.  The Trustee shall have no duty to inquire into the qualifications of any person designated to act as or on behalf of the Employer, the named fiduciary, any investment manager or the Administrator.

ARTICLE VI TRUSTEE'S COMPENSATION

Section 6.1.             The Trustee shall be entitled to reasonable compensation for its services as is agreed upon with the Employer, unless the payment of such compensation would give rise to a prohibited transaction under ERISA.  The Trustee shall also be entitled to reimbursement for all direct expenses properly and actually incurred on behalf of the Plan.  Such compensation or reimbursement shall be paid to the Trustee out of the Fund unless paid directly by the Employer.  Trustee compensation is set forth in Schedule A, attached to and forming part of this Agreement.

7

ARTICLE VII RESIGNATION AND REMOVAL OF TRUSTEE

Section 7.1.              The Trustee may resign at any time by written notice to the Employer which shall be effective 60 days after delivery unless prior thereto a successor trustee shall have been appointed.

Section 7.2.              The Trustee may be removed by the Employer at any time upon 60 days written notice to the Trustee; such notice, however, may be waived by the Trustee.

Section 7.3.              The appointment of a successor trustee hereunder shall be accomplished by and take effect upon the delivery to the Trustee of written notice of the Employer appointing such successor trustee, and an acceptance in writing of the successor trustee hereunder executed by the successor so appointed.  A successor trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals.  All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee so appointed with the same force and effect as if such successor trustee had been originally named herein as the trustee hereunder.  If within 60 days after notice of resignation or removal shall have been given under the provisions of this Article VII, a successor trustee shall not have been appointed, the Trustee or Employer may apply to any court of competent jurisdiction for the appointment of a successor trustee.

Section 7.4.               Upon the appointment of a successor trustee, the Trustee shall transfer and deliver the Fund to such successor trustee, after reserving such reasonable amount as it shall deem necessary to provide for its expenses in the settlement of its account, the amount of any compensation due to it and any sums chargeable against the Fund for which it may be liable.  If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee shall be entitled to reimbursement for any deficiency from the successor trustee and the Employer who shall be jointly and severally liable therefor.

ARTICLE VIII AMENDMENT AND TERMINATION OF THE TRUST AND PLAN

Section 8.1.               The Employer may, by delivery to the Trustee of an instrument in writing, terminate this Agreement at any time.

Section 8.2.               The Employer may partially terminate this Agreement, at any time, by delivering to the Trustee a written direction to transfer such part of the Fund as may be specified in such direction to any other trust established for the purpose of funding benefits under the Plan or under any other plan qualifying under Section 401 of the Code, established for the benefit of participants in the Plan or their beneficiaries by the Employer or any affiliated entity or any successor transferee of the Employer or any affiliated entity; provided such transfer shall be in conformity with the requirements of Federal law.

Section 8.3.              This Agreement may be amended from time to time by the Employer; provided, however, that no amendment shall increase the duties or liabilities of the Trustee without the Trustee's consent; and, provided further, that no amendment shall divert any part of the Fund

8

to any purpose other than providing benefits to participants and their beneficiaries under the Plan or defraying the reasonable expenses of administering the Plan.

Section 8.4.             If the Plan is terminated in whole or in part, the Trustee shall distribute the Fund or any part thereof in such manner and at such times as the Administrator shall direct in writing in accordance with the provisions of the Plan; provided, however, that the Trustee may delay distribution of the Fund until it has received from the Employer a copy of an Internal Revenue Service determination letter addressing the Plan's tax-qualified status upon termination, or, in lieu thereof at the Trustee's sole discretion, an opinion from the Employer's legal counsel that the Plan met all qualification requirements at the date of termination.

ARTICLE IX MISCELLANEOUS PROVISIONS

Section 9.1.            Unless the context of this Agreement clearly indicates otherwise, the terms defined in the Plan shall, when used herein, have the same meaning as in the Plan.

Section 9.2.            Except as otherwise required by law in the case of any qualified domestic relations order within the meaning of Section 414(p) of the Code, to the extent of any offset of a Participant's benefits as a result of any judgment, order, decree or settlement agreement provided in Section 401(a)(13)(C) of the Code, or any federal tax levy made pursuant to Section 6331 of the Code, or except as otherwise provided in the Plan with respect to any loan to a leveraged ESOP described in Section 4975(d)(3) of the Code or loan from the Fund to a participant in accordance with the provisions of the Plan, the benefits or proceeds of any allocated or unallocated portion of the assets of the Fund and any interest of any participant or beneficiary arising out of or created by the Plan either before or after the participant's retirement shall not be subject to execution, attachment, garnishment or other legal or judicial process whatsoever by any person, whether creditor or otherwise, claiming against such participant or beneficiary.  Except as otherwise provided in the Plan with respect to any loan from the Fund to a participant in accordance with the provisions of the Plan, no participant or beneficiary shall have the right to alienate, encumber or assign any of the payments or proceeds or any other interest arising out of or created by the Plan and any action purporting to do so shall be void.  The provisions of this Section shall apply to all participants and beneficiaries, regardless of their citizenship or place of residence.

Section 9.3.           Any person dealing with the Trustee may rely upon a copy of this Agreement and any amendments thereto certified to be true and correct by the Trustee.

Section 9.4.           The Trustee hereby acknowledges receipt of a copy of the Plan.  The Employer will cause a copy of any amendment to the Plan to be delivered to the Trustee.

Section 9.5.           The construction, validity and administration of this Agreement shall be governed by ERISA and, to the extent not preempted by ERISA, the laws of the State of Maine without regard to its rules regarding conflict of laws.

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized officers as of the day and year first above written.

MID-SOUTHERN BANCORP, INC.

BY:   ____________________________________

         ____________________________________

                            PRINT NAME

          ____________________________________

                                  TITLE

 [NAME OF TRUSTEE]

BY:      ____________________________________

             ____________________________________

                          PRINT NAME

             ____________________________________

                                 TITLE                         

10

STATE OF INDIANA               )

                                                      :  ss.:

COUNTY OF                              )

On this         day of                          , in the year 2018, before me, the undersigned, a Notary Public in and for the said state, personally appeared                                                                     , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies) and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

SEAL:	_______________________________________
	Notary Public of  __________________________
	My Commission expires _____________________

STATE OF     _____________                      )

:  ss.:

COUNTY OF _____________                      )

On this         day of                                   , in the year 2018, before me, the undersigned, a Notary Public in and for the said state, personally appeared ________________, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity(ies) and that by his signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument.

SEAL:	_______________________________________
	Notary Public of  __________________________
	My Commission expires _____________________

11

Schedule A

Fee Schedule Prepared for

Mid-Southern Bancorp, Inc. Employee Stock Ownership Plan

Directed Trustee Services

Annual Asset Fee

__________________________________________

12

EX-10.2

 

Exhibit 10.2

E XECUT I VE EMPLOYMENT AGREEMENT

ThisEXECUTIVE EMPLOYMENT AGREEMENT  (the  ''Agreement" )  is   dated   as ofDecember 20, 2017,between Mid-Southern Savings Bank, FSB(the "Bank") and Alexander G. Babey ('' Executive"). Mid-Southern Savings Bank, FSB (the "Company") joins for purposes of Section 4.

Agreement

Now, THEREFORE, in consideration of the foregoing and of the covenants contained herein, the Bank, Company, and Executive agree as follows:

1.Employment and Term

The Bank agrees, subject to obtaining Regulatory Approval to employ Executive as Chief Credit Officer,and Executive hereby accepts such employment on the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section 5, the initial term of this Agreement begins on the Effective Dateand ends on the three-year anniversary of the Effective Date; thereafter, the term of this Agreement will automatically be extended for additional 12-month periods unless the Bank or Executive give a notice of nonrenewal to the other party at least 45 days before the end of the then-current 12 -month period (the initial term, together with all 12-month extensions, the " Term"). As used in this Agreement, the "Effective Date" is the date upon which the Bank receives approval pursuant to 12 C.F.R § 5.51 ("Regulatory Approval") from the Office of the Comptroller of the Currency (the "OCC") for Executive to serve as its Chief Credit Officer.

2.    Duties and Responsibilities

Executive will perform the duties customary for the position of a President/Chief Executive Officer, and any specific duties assigned from time to time by the Bank'sBoard of Directors or President. Throughout the Term, Executive agrees to use his best efforts for Bank's benefit and to devote his full time, attention , and energies to the Bank's business. Executive may engage in other business activities with the Board's approval, and may invest his personal assets so long as such investment does not interfere with his perforn1ance under this Agreement.

3.Compensation; Benefits.

    (a)During the Term, the Bank will pay Executive $150,000 annually (the "Base Salary") as compensation for his services under this Agreement, which will be paid on the Bank's norma l payroll schedu le. Executive's Base salary will be reviewed periodically and may be increased from time to time by the Board of Directors in their sole discretion. Except as otherwise provided in this Agreement, Executive's Base Salary may only be decreased with his consent.

(b)Benefits. To the extent pern1ined under the applicable plan documents, Executive is entitled to participate in all benefit plans and arrangements generally availab le to employees of the Bank and in any supplementary benefits provided to senior executives of the Bank, all in accordance with the terms of such plans and programs.

(c)Business Expenses: Vehicle Allowance. The Bank will reimburse Executive for all reasonable , ordinary, and necessary business expenses incurred by Executive in performing his duties as an employee of the Bank; provided that Executive must account for such expenses by providing the Bank with substantiating documentation sufficient for tax purposes. The Bank agrees to provide Executive with an automobile allowance of $10,000 per year, payable in equal installments on the Bank' s regular payroll schedule and subject to any withholding required by law. Any reimbursements that may create taxable income to Executive must be submitted for reimbursement as soon as practicable and will be paid in no event later than the 74th day after the end of Executive's taxable year in which the expenses are incurred.

(d)Vacation and Holidays. In addition to paid holidays under the Bank' s policies applicable to employees generally, Executive is entitled to three weeks of paid vacation time per year in accordance with the Bank's vacation policies. Unused vacation for any year during the Tenn may not be accumulated for use in subsequent years, and Executive is not entitled to any additional compensation for failure to use vacation time.

4.Participation in Second Step Conversion Offering. If the Bank and the Company desire to convert from a mutual holding company structure to a stock holding company structure by means of a second step conversion and stock offering, the Bank and the Company will use their best efforts to ensure that Executive is entitled to participate in such offering as an executive officer of the Bank.

5.Termination.

(a)Events of Termination. Notwithstanding any other provision of this Agreement to the contrary, Executive' s employment with the Bank and this Agreement will terminate upon the first of the following events to occur:

(i) Exec utive ' s death or Disability ;

(ii) voluntary  termination  by Executive of  his employment  for any  reason; or

(iii)   termination by the Bank with or without Cause (in the case of termination witho ut Cause, the Bank must give executive at least 30 days' written notice of termination).

The notice, if any, required to be given und er this Section 5(a) must (x) be in writin g; (y) identify the specific termination provision relied upon and, in the case of a termination for Cause, state in reasonable detail the facts and circumstances claimed to provide a basis for the termina tion , and (z) specify an effective date of the termination.

(b)Compensation Upon Termination.

(i)Termination Without Cause . Subject to Section 5(b)(iii) below , if Executive experiences an Involuntary Termination witho ut Cause (as defined in Section 7), then the Bank will pay Executive his compensation through the date of Termination plus the Severance Amount in a lump sum within 90 days following such Termination. Notwithstanding the foregoing or anything to the contrary in this Agreement, Executive acknowledges and agrees that

2

the Bank will not be obligated to make any payment to Executive that is deemed a "golden parachute" payment by regulatory authorities under the banking laws and regulations applicable to the Bank.

(ii)Termination/or Any Other Reason. If Executive's employment terminates for any reason other than an Involuntary Termination without Cause, then Executive will be entitled to his compensation and benefits through the date of termination and will be entitled to no additional compensation or benefits.

(iii)    Release Requirement. Exec utive ' s right to receive the Severance Amount pursuant to Section 5(b)(i) is specifically conditioned on his execution and nonrevocation of a full general release (in a form reasonably satisfactory to the Bank) of the Protected Parties, and their respective directors , officers, employees, agents, and affiliates (the"Release" ). The Release will be given to Executive no later than 60 days after his Termina tion , and Executive must execute and deliver the Release to the Bank no later than 90 days after his Termination. Payment will be made after Executive executes the Release and after any applicable revocation period expires. If the Executive does not return the signed release by the date set by the Bank, he will forfeit all rights to payment of the Severance Amount.

(c)Forfeiture: Clawback. If prior payment of the Severance Amount to Executive , it is detennined that Executive (A) committed any fraudulent act or omission , breach of trust or fiduciary duty, or insider abuse with regard to the Bank that has had or is likely to have a material adverse effect on either of the Bank or the Company, (b) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled conditio n, as defined by applicable regulations of the appropriate federal banking agency, of the Bank or the Company, (C) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material adverse effect on the Bank or the Compa ny, (D) has violated or conspired to violate Sections 215, 656, 657, I 005, I 006 , 1007, IO14, 1302 or 1344 of Title 18 of the United State Code, or Sections 1341 or 1343 of Title 18 affecting the Bank; or (E) violates any of the restrictive covenants contained in Section 6, then Executive will automatically and imm ediately forfeit any right to be paid the Severance Amount. If , after the Severance Amount is paid to Executive, that any of the matters set forth in clauses (A) through (E) of this Section 5(c) apply to the Executive, then the Executive must promptly (and in any event within ten business days following written notice to the Executive) return to the Bank an amount equal to the Severance Amount in immediately available funds.

(d)Golden Parachute Rules. Notwithstanding any provision to the contrary in this Agreement, if the payments and benefits due to Executive hereunder in connection with or following a change in control (as defined in Internal Revenue Code Section 2800), either alone or together with any other payments received or to be received by Executive from the Bank or its affiliates (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor thereto), the following provisions shall apply:

    (i)If the net amount that would be retained by Executive after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by Executive after all taxes are paid if the Aggregate Payments were limited to the largest amount

3

that would result in no portion of the Aggregate Payments being subject to such excise tax, Executive shall be entitled to receive the Aggregate Payments.

(ii)If, however, the net amount that would be retained by Executive after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which Executive is entitled shall be reduced to such largest amount.

(e)Resignation Upon Termination. If Executive is termina ted for any reason, Executive must resign from all offices Executive holds with the Bank, the Company, or their affiliates .

6.Nonsolicitation; Confidentiality

(a)Confidentiality.

    (i)General. Executive acknowledges that the Bank continually develop s Confidential Information , that Executive may develop Confidential Information for the Bank, and that Executive may learn of Confidential Information during the course of his employment. Executive will comply with the policies and procedures of the Bank for protecting Confidential Information and may never disclose to any Person (except as required by applicable law or for the proper performance of his duties and responsibilities), or use for his own benefit or gain, or otherwise use in a manner adverse to the interests of the Protected Parties , any Confidential Information obtained by Executive incident to his employment or other association with the Bank. Executive understands that this restriction will continu e to app ly after his employment terminate s, regardless of the reason for such termination.

(ii)Return of Documents. All documents, records , tapes and other media of every kind and description containing Confidential Information or otherwise relating to the business , present or otherwise, of the Protected Parties, and any copies, in whole or in part, thereof (" Documents" ), whether or not prepared by Executive , and any and all equipment or other tangible personal property provided by the Bank for Executive' s use (" Com pany Property" ) is the sole and exclusive property of the Bank. Executive must safeguard all Documents and Company Property, and must surrender to the Bank at the time his employment terminates , or at such earlie r time(s) as the Board or its designee may specify, all Docume nts and all Company Property then in Executive's possession or control.

(b)Nonsolicitation. Unless the Bank gives explicit written consent, for a two-yea r period following the termination of Executive' s employment (the "Restricted Perio ff' ), Executive agrees that he will not directly or indirectly , whether for his own account or that of any other person or entity, attempt to or actually do any of the following:

(i)solicit or divert any portion of the business of any Custo mer of a Protected Party with respect to any product or service that is the same as, similar to, or a substitute for any product or service offered or sold by such Protected Parties;

    (ii)induce any Customer of a Protected Party to cease doing business with such Protected Party or to reduce the volume of business they do with such Protected Party;

4

(iii)provide any advice to or otherwise induce a Customer of a Protected Party to cease doing business with such Protected Party or to reduce the volum e of business it does with such Protected Party;

(iv)in any other way interfere with a Protected Party's business or the relationship between a Protected Party and any other person or entity; or

(v)in any manner solicit, induce, entice, or persuade any Employee of a Protected Party to terminate or change the Employee's employme nt or other relationship with such Protected Party or discuss the prospect of an Employee of a Protected Party leaving or changing employment with such Protected Party.

For purposes of this Section 6(b) and Section 6(c), (x) the term "Customer" means any person or entity that is, or was within  the  one-year  period  immediately  prior  to  the  termination  of Executive ' s  em ployment, an  actual  or  prospective  customer or client  of a  Protected  Party;  and (y) the term " Employee" means any person or entity that is, or was within the one-year period im med iate ly prior to Executive' s termination of employment, an  employee,  independent contractor,  director, officer, or agent of a  Protected  Party.

(c)No Competition. Executive agrees that during the Term and the Restricted Period, he will not:

(i)direc tly or indirectly, individually or as a consultant, employee, officer, director, stockholder, partner or other owner or participant in any entity or venture other than the Bank, accept any position or perform any services for a Competitor if Executive' s principal working location for such Competitor will be in any Indiana county in which the Bank does or plans to do business; or

(ii)seek or accept employment with a Customer of the Bank for the performance, management, or supervision of services that might otherwise be provided by the Bank if Executive' s principal working location will be in any Indiana county in which the Bank does or plans to do business.

For purposes of this Section 6(c), the term "Competitor" means any entity or  venture other  than  the Bank that competes with any business in which  the Bank  or  its affiliates  is engaging  or  in which  the Bank or such affiliates plan to  engage.

(d)TollinQ of Restricted Period. If Executive violates any of the restrictive covena nts in Sections 6(b) or 6(c), then the Restricted Period will be tolled or will not begin to run, as the case may be, until the date on which Executive ceases to be in viola tion of such covenant.

(e)Equitable Remedies. Executive acknowledges that the restrictions contained in this Section 6, in view of the nature of the business in which the Bank is engaged, are reasonable and necessary in order to protect the legitimate business interests of Bank and its affiliates. The Bank and Executive acknowledge and agree that any breach or threatened breach of the provisions of this Section 6 would cause irreparable injury and that a remedy at law would be inadeq uate. Therefore, in the event of a breach or a threatened breach by Executive of any provision of this Section 6, the Bank is entitled to an injunction or other equita ble relief in a

5

court of law restraining Executive from the commission of such breach without any  bond or other security being required and without the necessity of showing actual damages, and  to recover its attorneys' fees, costs and expenses related to the breach or threatened breach. Nothing contained herein should be construed as prohibiting the Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. The covenants and disclosures in this Agreement must be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Bank, whether predicated on this Agreement or otherwise does not constitute  a defense to the enforcement by the Bank of such covenants and agreements.

7.Definitions. As used herein, the following capitalized terms have the meaning set forth below:

"Cause" means a good-faith determination by the Bank's Board of Directors that Executive has (a) wilfully failed to perform his duties under this Agreement after demand for performance has been made by the Bank; (b) breached a fiduciary duty involving  personal benefit; (c) breached any restrictive covenant contained in Section 6; (d) had a  criminal complaint filed against him for any misdemeanor involving dishonesty or moral turpitude or any felony; (e) engaged in any conduct that is prohibited by Bank policy; (t) engaged in any conduct that, in the good-faith opinion of the board, is injurious to the Bank, its business ,  or  its  reputation ; or (g) breached any covenants or agreements or made inaccurate representations in this Agreement

"Change in Controf' means (i) an event or series of events that have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the"ExchangeAct"), other than any trustee or other fiduciary holding securities of the Bank under any employee benefit plan of the Bank, becoming the " beneficial owner" as defined in Rule l 3d-3 under the Exchange Act, directly or indirectl y, of securities of the Bank representing  50% or more of the combined  voting power of the Bank' s then-outstanding  stock;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute a majority  thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by a vote of a majority of the directors then still in office who were directors at the beginning of the period; (iii) the shareholders of the Bank approve a definitive agreement to merge or consolidate the Bank with or into another company (other than a merger or consolidation that would result in the voting securities of the Bank outstanding immediately prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Bank or such surviving entity outstanding imm ediately after such transaction) or to sell or otherwise transfer all or substantially all of the Bank' s assets or to adopt a plan of liquidation.

"Confidential Information" means any and all information of the Protected Parties that is not generally known by the public, that is proprietary, or that would reasonably be considered confidential. Without limiting the generality of the foregoing, Confidential Information includ es, but is not limited to, information relating to (i) the services or products sold or offered by the Protected  Parties, (ii) the costs, sources of supply, financial  perfo1mance and strategic  plans  of

6

the Protected Parties, (iii) the identity and special needs of the customers of the Protected Parties, and (iv) the people and organizations with whom the Protected Parties have business relationships, and the nature of those relationships. Confidential Information also includes comparable information that the Protected Parties have received belonging to others, or that was received by a Protected Party with an understanding that it would not be disclosed.

"Disability" means Executive' s inability (as determined by a physician appointed by the Bank) due to accident or physical or mental  illness,  to  adequately  and  fully  perform  the duties that Executive was performing for Executive when the disability began, with the reasonable expectation that such inability  will continue for at  least 180 days. If at  any  time during  the Term  of this Agreement the physician appointed by the Bank makes a determination with respect to Executive' s Disability, that determination shall be final, conclusive, and binding upon the Bank, Executive , and their successors in interest.

"Good Reason" means (a) the assignment to Executive of significant duties inconsistent with Executive' s position or other material diminution of Executive' s position, duties or responsibilities, unless agreed to by Executive, (b) unless such reduction is applied  to other senior executives or is required by law , a reduction in Executive' s Base Salary or a material reduction of benefits described in Section 3(b) of this Agreement, ( c) a material relocation of Executive's place of work. In order to terminate for Good Reason , Executive must notify the Bank in writing of his intention to terminate his employment for Good Reason. Such notice must specify the particular acts or failures to act that constitute Good Reason, and Executive must allow the Bank at least thirty days in which to cure such conduct, to the extent that such cure is possible.

"lnvolunta,y" Termination of Executive' s employment means a Termination due to the independent exercise of the unilateral authority of the Bank to  terminate  Executive ' s  services , other than due to Executive' s  implicit or  explicit  request, where  Executive  was willing and able  to continue  performing services.

"Protected Parties" means the Bank, the Company, their affiliates, and any direct or indirect subsidiaries thereof.

"Severance Amouuf' means an amount equal to one times the Executive ' s then-current annual Base Salary as of the date of his Termination.

"Termination" of Executive ' s employment for purposes  of  Section  5(b)  occurs  on  the date Exec utive and the Bank reasonably anticipate that (i) Executive will not perform any further services for the Bank or any other entity considered a single  employer  with  the  Bank  under  Section 414(b) or (c) of the Internal Revenue Code (but substituting 50%  for  80%  in  the  application thereof) (the "Employer Group" ), or (ii) the level of bona  fide  service s  Ex ecutiv e will perform for the Employ er Group after that date  will  permanently  decrease to 20% or  less of the average level of bona fide services performed over the previous 36  months (or  if shorter  over the duration of service). For this purpose, service performed as an employee or as an ind ependent contractor is counted, except that service as a member of the board of directors of an  Employer Group entity is not counted  unless  termination  benefits  under  this  Employment  Agreement are aggr egated  for  purposes of  Internal  Revenue Code Section  409A  with  benefits  under  any other

7

Employer Group plan or agreement in which you also participate as a director. Executive  will  not  be treated as  having  a  termination  of  Executive's  employment  while  Executive  is  on  military  lea ve, sick leave or other bona fide lea ve of absence if the leave does not exceed six months or, if longer, the period during which  Executive  has a  reemployment   right under statute or contract. If   a bona fide leave of absence extends beyond six months,  Executive's  employment  will  be considered to terminate on the first day after the end of such six month period, or on the day after Executive ' s statu tory or contractual reemployment right lapses, if later. The Bank will determine when  Executive's  termination  of  employment  occurs  based  on  all  relevant   facts   and   circumsta  nces , in accordance with Treasury  Regulation Section  J .409A-1(h).

8.Regulatory Matters. The following provisions shall be applicable to the parties hereto or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement.

(a)If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(l) of the Federal Deposit Insurance Act (" FDIA" )(l 2 U.S.C. §§ I 818(e)(3) and 18I 8(g)(I )), the Bank' s obligations under this Agreement will be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obliga t ions which were suspended.

(b)lf the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank' s affairs by an order issued under Section 8(e)(4) or Section 8(g)(l) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(l )), all obligations of the Bank under this Agreement shall tenninate as of the effective date of the order, but vested rights of the Executive and the Bank as of the date of termination will not be affected.

(c)If the Bank is in default, as defined in Section 3(x)(l) of the FDIA (12 U.S.C. §181J(x)(l )), all obliga tions under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Bank as of the date of termination will not be affected.

(d)Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise , are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359.

(e)All obligations under this Agreemen t will be terminated (except to the extent it is determined that continuation of this Agreement is necessary for the continued operation of the Bank): (i) by the Director of the OCC (the "Director") or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Sect io n I 3(c) of the FDIA; or (ii) by the Director or his or her designee at the time the Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, will not be affected by such action.

8

(t) All obligations under this Agreement may be terminated except to the extent determined that the continuation of the Agreement is necessary for the continued operation of the Bank or the Company by order of any state or  federal  banking  regulatory  agency  with supervis ion of the Bank, the Company, or any of their affiliates, unless stayed by appropriate proceedings, and neither the Company nor the Bank is under any obligation to perform any of its obligations hereunder if it is infom1ed in writing by any state or federal banking regulatory agency with supervision of the Bank, the Company, or any of their affiliates that performance of its obligations would constitute an unsafe or unsound banking practice.

9.Miscellaneous

(a)No Conflicts. Executive represents and warrants that (i) entering into and performing under this Agreement will not violate any contract to which Executive is a party; (ii) Executive is not party to any contract or subject to any restrictions that would impair his ability to fully perform under this Agreement; (iii) entering into and performing under this Agreement will not breach or give rise to any cause of action against Executive, the Bank, or the Company under the terms of any contract to which he is a party; (iv) Executive has disclosed to the Bank and the Company any restrictive covenants (including noncompetition, nonsolic itation, and confidentiality) applicable to him under any contract to which he is or was a party.

(b)        Assignment. The services to be rendered by Executive under this Agreement are unique and personal , a nd Executive may not assign any of Executive's rights or delega te any of Executive's duties under this Agreement. Except as provided in the immediately preceding sentence, this Agreement shall benefit Executive and Executive's heirs and personal representatives. The Bank freely assign its obligations hereunder to any affiliate or any entity into which the Bank merges or consolidat s or to which the Bank transfers all or substantially all of its assets.

(c)Severability. The provisions of this Agreement are severable. If any provision of this Agreement or application thereof is detem1ined by a comt of competent jurisdiction to be invalid , illegal, o r othe1wise unenforceable (in whole or in patt ), the validity, legality, or enforceability of all other applications of that provision, and of all other provisions and applicati ons of this Agreement, will not in any way be affected. Such invalid , illegal, or unenforceable provision or application will be deemed not to be a part of this Agreement, and this Agreement will then be enforced to the maximum extent allowed by applicable law. If any provision of this Agreement is invalid in part or in whole, it will be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, will be enforceable.

(d)Notices . Any notice or consent required or permitted hereunder shall be deemed to have been give n when hand-delivered, three business days after mailing by certified mail, postage prepaid and return-receipt requested, one business day after mailing by a recognized overnight carrier , or upon confirmation of delivery by elec tronic mail, in each case to the intended recipient at the following address (or at such other address as either party may notify the other):

9

If to the Bank or the Company:

Dana Dunbar

Chairman of the Board of Directors Mid-Southern Savings Bank, FSB 300 N. Water Street

PO Box 545

Salem, Indiana 47167

With a copy (which does not constitute notice) to:

R. James Straus

Frost  Brown Todd LLC

400 West Market Street, Suite 3200 Louisville, Kentucky  40202

If to  Executive:

Alexander G. Babey

3690 East Highway 146

LaGrange,  Kentucky 40031

(e)Governing Law; Venue: Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana without regard to its conflicts of laws principles to the extent they would require or permit the application of the laws of any other jurisdiction. Each of the parties irrevocably agrees that any lega l action or proceeding arising out of or in connection with this Agreement may be brought and determined in any Indiana state or federal court located in (or nearest to) Washington County, Indiana (or if such court lacks subject matter jurisdic tion , in any appropriate Indiana state or federal court), and each of the parties irrevocably submits to the nonexclusive personal jurisdiction of the aforesaid courts, generally and unconditionally, with regard to any such action or proceeding arising out of or in connection with this Agreement. Each of the parties further agrees to accept service of process in any manner permitted by such courts. Each of the parties hereby irr evocably and unconditionally waives, and agrees not to assert, by way of. motion or as a defense, counte rclaim or otherwise, in any action or proceeding arising out of or in connection with this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or imm une from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, that (i) the suit, action or proceeding in any such court is brought in an inco nvenient forum, (ii) the venue or forum of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by any such court.

10

(f)Non-Waiver. A delay or failure by either party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(g)Entire Agreement. This Agreement constitutes the entire understanding and agreement between, and supersedes all other agreements, understandings and communications between the Bank or any of its affiliates and Executive . There are no other agreements, conditions or representations , oral or written, expressed or implied with regard thereto. This Agreement may be amended only in writing, signed by both parties.

(h)Headings. The headings in this Agreement have been inserted solel y for convenience of reference and shall not be considered in the interpretation or construction of this Agreement.

(i)Counterparts. This Agreement may be executed any numbe r of counterparts, each of which is deemed an original but all of which together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.

(j)Payments. All amounts payable under this Agreement shall be subject to such deductions and withholdings as the Bank reasonably determines should be withheld pursuant to any applicable law or regulation.

(k)Survival. All provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement will so survive, including without limitation Executive's confidentiality obligations contained in Section 6(a).

(l)Tax Matters.

(i)Intent to Comply. Executive and the Bank agree and confirm that this Agreement is intended by both parties to provide for compensation that is exempt from Code Section 409A as separation pay (up to the Code Section 409A limit) or as a short-tem1 defe1Tal or otherw ise , or to provide for compensation that is compliant with Code Section 409A. This Agreement shall be interpreted, construed, and administered in accordance with this agreed intent; provided that the Bank does not promise or warrant any tax treatment of compensation hereunder. Executive is responsible for obtaining advice regarding all questions as to federal, state, local income, estate, payroll, or other tax consequences arising under this Agreement. In the event provisions of this Agreement do not comply with Code Section 409A, Executive and the Bank agree to use reasonable business efforts to amend this Agreement as necessary to bring it into compliance with Code Section 409A while, to the largest extent possible, maintaining the economic interests hereunder of both parties. This Agreement shall not be amended or terminated in a manner that would accelerate or delay payments except as permitted under Treasu ry Regulations under Code Section 409A.

    (ii)Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Treasury Regulation Section 1.409A- l(i) (or any successor thereto) on Executive's termination of employment, any payments hereunder tr iggered by Executive's termination of employment and that are not separat ion pay under Treasury Regulations Section l. 409A-1(b)(9) or short-term deferral pay or

11

otherwise exempt from Code Section 409A, shall not begin to be paid until the earlier to occur of Executive' s death or the date that is six months and one day after Executive's termination of employmen t, and at  that  time,  Executive  will  receive  in  one  lump sum  payment  all  of  the se verance payment that would have been paid to Executive during the first six months following Executive' s te1mination of employment. The Bank will determine, consistent with any guidance issued under Code Section 409A, the portion of severance payments that are required to be delayed, if any .

[Remainder of page intentionally left blank; signature page follows]

12

IN WITNESS WHEREOF, and intending to be legally bound hereby, Executive, the Bank, and the Company have executed this Agreement as of the date first set forth above.

/s/Alexander G. Babey                                      

Alexander G. Babey

MID-SOUTHERN SAVINGSB ANK, FSB

By: /s/Dana Dunbar

       Dana Dunbar, Chairman 

Signature Page to Alexander G. Babey Executive Employment Agreement

13

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, Alexander G. Babey and Mid-Southern Savings Bank, FSB are parties to an employment agreement dated October 1, 2016 (the "Agreement^-); and

WHEREAS, Mid-Southern, M.H.C. is undertaking a the second step conversion from mutual to stock form, which necessitates the amendment of the change in control provision contained in Section 4 of the Agreement; and

WHEREAS, the Agreement may be amended by a writing signed by both parties. Accordingly, the parties agree as follows:

1.      Section 4(a)(vi) should be revised to read as follows, to be effective immediately prior to the second step conversion:

(vi)      For all purposes of this Agreement, a "Change in Control" of the Bank means (A) an event or series of events that have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than any trustee or other fiduciary holding securities of the Company under any employee benefit plan of the Company or the Bank, becoming the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company or the Bank representing 50% or more of the combined voting power of the Bank's then-outstanding stock; (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new Company director was approved by the vote of at least two-thirds of the Company's directors then still in office who were Company directors at the beginning of the period; or (C) the shareholders of the Company approving a definitive agreement to merge or consolidate the Company with or into another company (other than a merger or consolidation that would result in the holders of voting securities of the Company outstanding immediately prior to such transaction continuing to hold (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction) or to sell or otherwise transfer all or substantially all of the Company's assets or to adopt a plan of liquidation. Notwithstanding the foregoing, the term "Change in Control" shall not include a second step conversion where Mid-Southern, M.H.C. converts from mutual to stock form in connection with a second step conversion where shares of Mid-Southern Bancorp are sold to the public and such shares are also issued in an exchange offering to existing stockholders of the Bank.

2.Any provision of the Agreement inconsistent with the foregoing amendment shall be deemed amended to be consistent therewith, and the Agreement shall be interpreted accordingly.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this amendment to the Agreement as of the date set forth above.

EXECUTIVE

/s/Alexander G. Babey                                  

Alexander G. Babey

MID-SOUTHERN SAVINGS BANK, FSB

By: /s/Dana Dunbar                                     

       Dana Dunbar, Chairman

FIRST AMENDMENT

EXECUTIVE EMPLOYMENT AGREEMENT

This is the First Amendment (the "Amendment") dated as of February 1, 2018 to the Executive Employment Agreement dated as of October 1, 2016 (the "Agreement") between Mid-Southern Savings Bank, FSB (the "Bank") and Alexander G. Babey ("Executive").

1.The Agreement is hereby amended so that the "Effective Date" as that term is used in the Agreement is February 1, 2018.  Unless earlier terminated pursuant to Section 5 of the Agreement, the initial term of the Agreement begins on the new Effective Date and ends on the three-year anniversary of the new Effective Date.

2.All other terms of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Executive and the Bank have executed this Amendment as of February 1, 2018.

/s/Alexander G. Babey                                

Alexander G. Babey

MID-SOUTHERN SAVINGS BANK, FSB

By:/s/Dana J. Dunbar                                   

      Dana J. Dunbar, Chairman

EX-10.3

Exhibit 10.3

Executive Employment Agreement

This Executive Employment Agreement (the "Agreement") is dated as of May 29, 2014 (the "Effective Date"), between Mid-Southern Savings Bank, FSB (the "Bank"), and Frank M. Benson III ("Executive").

Agreement

Now, therefore, in consideration of the foregoing and of the covenants contained herein, the Bank and Executive agree as follows:

1.Employment and Term

The Bank agrees to employ Executive as Executive Vice President and Senior Loan Officer, and Executive hereby accepts such employment, on the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section 5, the initial term of this Agreement begins on the Effective Date and ends on the two-year anniversary of the Effective Date; thereafter, the term of this Agreement will automatically be extended for additional 12-month periods unless the Bank or Executive gives a notice of nonrenewal to the other party at least 45 days before the end of the then-current 12-month period. The "Term" of this Agreement is the initial term together with all 12-month extensions; provided that the Term will end upon the termination of this Agreement by one or more of the parties hereto.

2.Duties and Responsibilities

Executive will perform the duties customary for the position of an Executive Vice President and Senior Loan Officer and any specific duties assigned from time to time by the Bank's Board of Directors (the "Board") or President and CEO. Throughout the Term, Executive agrees to use his best efforts for the Bank's benefit and to devote his full time, attention, and energies to the Bank's business. Executive reports to the Bank's President and CEO.

Executive may engage in other business activities with the Board's approval, and may invest his personal assets so long as such investment does not interfere with his performance under this Agreement and so long as no single or group of investments place Executive's financial well-being at risk. The Bank will provide Executive with an office, a computer, and such other facilities, equipment, supplies, and services as are reasonably suitable to his position.

3.Compensation; Benefits.

(a)While employed by the Bank, Executive will be paid $135,000 annually (the "Base Salary") as compensation for his services under this Agreement, which will be paid on the Bank's normal payroll schedule. Executive's Base Salary will be reviewed periodically and may be increased from time to time by the Board in its sole discretion. Except as otherwise provided in this Agreement, Executive's Base Salary may only be decreased with his consent.

(b)Benefits. To the extent permitted under the applicable plan documents, Executive is entitled to participate in all benefit plans and arrangements generally available to employees of

the Bank and in any supplementary benefits provided to senior executives of the Bank, all in accordance with the terms of such plans and programs. The Bank has the right to modify the benefits available to its employees and senior executives from time to time.

(c)Business Expenses. The Bank will reimburse Executive for all pre-approved, reasonable, ordinary, and necessary business expenses incurred by Executive in performing his duties in accordance with the Bank's expense reimbursement policy; provided that Executive must account for such expenses by providing the Bank with documentation sufficient to substantiate any tax deduction to which the Bank may be entitled in connection with such expenses. Any reimbursements that may create taxable income to Executive must be submitted for reimbursement as soon as practicable and will be paid in no event later than the 74th day after the end of Executive's taxable year in which the expenses are incurred.

(d)Vacation and Holidays. In addition to paid holidays under the Bank's policies applicable to employees generally, Executive is entitled to paid vacation time in accordance with the Bank's vacation policies as in effect from time to time, which currently provide Bank management with three weeks of paid vacation per year beginning after a 90-day probationary period (provided, however, that such 90 day probationary period shall not prohibit Executive from receiving paid vacation with respect to certain periods of July 2014 previously approved by the Board). Unless otherwise provided by the Bank's vacation policies as in effect from time to time, (i) unused vacation for any year during the Term may not be accumulated for use in subsequent years, and (ii) Executive is not entitled to any additional compensation for failure to use vacation time.

4.Bonuses.

(a)Objective Bonus Award. If that certain Agreement # 2013-46, dated as of April 17, 2013, between the Office of the Comptroller of the Currency (the "OCC") and the Bank (together with any replacement formal enforcement order, the "Formal Agreement") is terminated, then the Bank will pay Executive a one-time, lump-sum bonus in the amount of $25,000. The bonus will be paid only if Executive remains continuously employed by the Bank through the date the Formal Agreement is terminated, and, if earned, the bonus will be paid no later than 74 days after the end of the year in which the Formal Agreement is terminated.

(b)Change in Control Bonus. If there is a Change in Control of the Bank, and Executive remains continuously employed by the Bank through the closing of such Change in Control, then the Bank will pay Executive a one-time, lump-sum bonus equal to two times his then-current Base Salary; provided, however, that the Bank will not have any obligation to pay Executive this amount if such Change in Control bonus is a prohibited "golden parachute" payment under the laws and regulations applicable to the Bank. If earned, the Change in Control Bonus will be paid no later than 74 days after the end of the year in which the closing of the Change in Control occurs. "Change in Control" means (i) an event or series of events that have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than any trustee or other fiduciary holding securities of the Bank under any employee benefit plan of the Bank, becoming the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Bank representing 50% or more of the combined voting power of the Bank's

2

then-outstanding stock; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Bank cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by either Mid-Southern Mutual Holding Company ("Mid-Southern M.H.C.") or the vote of a majority of the directors then still in office who were directors at the beginning of the period; or (iii) the shareholders of the Bank approving a definitive agreement to merge or consolidate the Bank with or into another company (other than a merger or consolidation that would result in the holders of voting securities of the Bank outstanding immediately prior to such transaction continuing to hold (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Bank or such surviving entity outstanding immediately after such transaction) or to sell or otherwise transfer all or substantially all of the Bank's assets or to adopt a plan of liquidation.

(c)Discretionary Bonuses. The Board, in its sole discretion, may award Executive additional bonuses from time to time in amounts that it determines proper. For avoidance of doubt, the Board has no obligation to award any additional bonuses to Executive.

(d)Forfeiture; Clawback. If prior to payment of any bonus to Executive, it is determined that Executive (A) committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank that has had or is likely to have a material adverse effect on the Bank, (b) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, (C) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material adverse effect on the Bank, or (D) has violated or conspired to violate Sections 215, 656, 657, 1005, 1006, 1007, 1014, 1302 or 1344 of Title 18 of the United State Code, or Sections 1341 or 1343 of Title 18 affecting the Bank, then Executive will automatically and immediately forfeit any right to be paid such bonus. If, after a bonus is paid to Executive, the Board determines in good faith that any of the matters set forth in clauses (A) through (D) of this Section 4(d) apply to the Executive, then the Executive must promptly (and in any event within ten business days following written notice to the Executive) return to the Bank an amount equal to the such bonus in immediately available funds.

5.Termination.

(a)Events of Termination. Notwithstanding any other provision of this Agreement to the contrary, this Agreement and Executive's employment with the Bank will terminate immediately upon the first of the following events to occur:

(i)Executive's death or Disability (unless, in the case of Disability, waived by the Bank);

(ii)30 days after Executive gives notice of his voluntary termination of his employment for any reason (unless such notice or 30-day period is waived by the Bank);

(iii)termination by the Bank for Cause; or

3

(iv)if the OCC disallows Executive's service as the Bank's Executive Vice President and Senior Loan Officer.

For purposes of this Section 5(a), "Cause" means the Bank's good-faith belief that Executive has (A) willfully failed to perform his duties under this Agreement after demand for performance has been made by the Bank; (B) breached a fiduciary duty involving personal benefit; (C) breached any restrictive covenant set forth in Section 6; (D) been convicted (including by plea of guilty or no contest) of any misdemeanor involving dishonesty or moral turpitude or for any felony; or (E) engaged in any conduct that, in the good-faith opinion of the Bank, is injurious to the Bank, its business, or its reputation. In addition, Cause includes any disallowance by OCC of Executive's service as Executive Vice President and Senior Loan Officer.

(b)Effect of Termination. Upon termination of Executive's employment pursuant to this Section 5, Executive will be entitled to his Base Salary and benefits through the date of such termination and will be entitled to no additional compensation or benefits. In addition, if Executive is terminated for any reason, Executive must resign from all offices Executive holds with the Bank and its affiliates.

6.Nonsolicitation; Confidentiality

(a)Confidentiality.

(i)General. Executive acknowledges that the Bank continually develops Confidential Information, that Executive may develop Confidential Information for the Bank, and that Executive may learn of Confidential Information during the course of his employment. Executive will comply with the policies and procedures of the Bank for protecting Confidential Information and may never disclose to any person (except as required by applicable law or for the proper performance of his duties and responsibilities), or use for his own benefit or gain, or otherwise use in a manner adverse to the interests of the Protected Parties, any Confidential Information obtained by Executive incident to his employment or other association with the Bank. Executive understands that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination.

(ii)Return of Documents. All documents, records, tapes, or other media of every kind and description containing Confidential Information or otherwise relating to the business, present or otherwise, of the Protected Parties, and any copies, in whole or in part, thereof ("Documents"), whether or not prepared by Executive, and any and all equipment or other tangible personal property provided by the Bank for Executive's use ("Company Property"), is the sole and exclusive property of the Bank. Executive must safeguard all Documents and Company Property, and must surrender to the Bank at the time his employment terminates, or at such earlier time(s) as the Board or its designee may specify, all Documents and all Company Property then in Executive's possession or control.

(b)Nonsolicitation. Unless the Bank gives explicit written consent, during the Term and for a two-year period following the termination of Executive's employment for any reason (the "Restricted Period"), Executive agrees that he will not directly or indirectly, whether for his own account or that of any other person or entity, attempt to or actually do any of the following:

4

(i)solicit, divert, or accept any portion of the business of any Customer of a Protected Party with respect to any product or service that is the same as, similar to, a substitute for, or competitive with any product or service offered by such Protected Parties;

(ii)induce any Customer of a Protected Party to cease doing business with such Protected Party or to reduce the volume of business they do with such Protected Party;

(iii)provide any advice to or otherwise induce a Customer of a Protected Party to cease doing business with such Protected Party or to reduce the volume of business it does with such Protected Party;

(iv)in any other way interfere with a Protected Party's business or the relationship between a Protected Party and any other person or entity;

(v)in any manner recruit, solicit, induce, entice, or persuade any Employee of a Protected Party to terminate or change the Employee's employment or other relationship with such Protected Party or discuss the prospect of an Employee of a Protected Party leaving or changing employment with such Protected Party; or

(vi)hire, or induce the hiring of any Employee of a Protected Party.

For purposes of this Section 6(b) and Section 6(c), (x) the term "Customer" means any person or entity that is, or was within the one-year period immediately prior to the termination of Executive's employment, an actual or prospective customer or client of a Protected Party; and (y) the term "Employee" means any person or entity that is, or was during the Term, an employee, independent contractor, director, officer, or agent of a Protected Party or any person or entity whose engagement as an employee, independent contractor, director, officer, or agent of a Protected Party ended during the Term or the six-month period immediately following Executive's termination.

(c)No Competition. Executive agrees that during the Term and the Restricted Period, he will not:

(i)directly or indirectly, individually or as a consultant, employee, officer, director, stockholder, partner or other owner or participant in any entity or venture other than the Bank, accept any position or perform any services for a Competitor if Executive's principal working location for such Competitor will be in any Indiana county in which the Bank then has an office or branch; or

(ii)seek or accept employment with a Customer of the Bank for the performance, management, or supervision of services that might otherwise be provided by the Bank if Executive's principal working location will be in any Indiana county in which the Bank then has an office or branch.

For purposes of this Section 6(c), the term "Competitor" means any entity or venture other than the Bank that competes with any business in which the Bank or its affiliates is engaging or in which the Bank or such affiliates plan to engage.

5

(d)Tolling of Restricted Period. If Executive violates any of the restrictive covenants in Sections 6(b) or (c) , then the Restricted Period will be tolled or will not begin to run, as the case may be, until the date on which Executive ceases to be in violation of such covenant.

(e)Non-Disparagement. Executive agrees and covenants that he will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning any Protected Party, its businesses, or any of its employees, officers, existing and prospective customers, suppliers, investors, and other associated third parties.

(f)Exceptions. Nothing in this Section 6 prohibits Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any entity, but only if such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such entity. In addition, this Section 6 does not, in any way, restrict or impede Executive from (i) exercising protected rights to the extent that such rights cannot be waived by agreement or (ii) complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Executive must promptly provide written notice of any such compliance to the Bank.

(g)Equitable Remedies. Executive acknowledges that the restrictions contained in this Section 6, in view of the nature of the business in which the Bank is engaged, are reasonable and necessary in order to protect the legitimate business interests of the Bank and its affiliates. The Bank and Executive acknowledge and agree that any breach or threatened breach of the provisions of this Section 6 would cause irreparable injury and that a remedy at law would be inadequate. Therefore, in the event of a breach or a threatened breach by Executive of any provision of this Section 6, the Bank is entitled to an injunction or other equitable relief in any court of competent jurisdiction restraining Executive from the commission of such breach without any bond or other security being required and without the necessity of showing actual damages, and to recover its attorneys' fees, costs, and expenses related to the breach or threatened breach. Nothing contained herein should be construed as prohibiting the Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. The covenants and disclosures in this Agreement must be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Bank, whether predicated on this Agreement or otherwise does not constitute a defense to the enforcement by the Bank of such covenants and agreements.

7.Definitions. As used herein, the following capitalized terms have the meaning set forth below:

"Confidential Information" means any and all information of the Protected Parties that is not generally known by the public, that is proprietary, or that would reasonably be considered confidential. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, information relating to (i) the services or products sold or offered by the Protected Parties, (ii) the costs, sources of supply, financial performance and strategic plans of the Protected Parties, (iii) the identity and special needs of the customers of the Protected Parties,

6

and (iv) the people and organizations with whom the Protected Parties have business relationships, and the nature of those relationships. Confidential Information also includes comparable information that the Protected Parties have received belonging to others, or that was received by a Protected Party with an understanding that it would not be disclosed.

"Disability" or "Disabled" means Executive's inability (as determined by a physician appointed by the Bank) due to accident or physical or mental illness, to adequately and fully perform the duties that Executive was performing for Executive when the disability began, with the reasonable expectation that such inability will continue for at least 180 days notwithstanding any reasonable accommodation required by state or federal disability anti-discrimination laws. If at any time during the Term the physician appointed by the Bank makes a determination with respect to Executive's Disability, that determination shall be final, conclusive, and binding upon the Bank, Executive, and their successors in interest.

"Protected Parties" means the Bank, Mid-Southern M.H.C., their affiliates, and any direct or indirect subsidiaries thereof.

8.Regulatory Matters. The following provisions control in the event of a conflict with any other provision of this Agreement.

(a)If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act ("FDIA")(12 U.S.C. §§1818(e)(3) and 1818(g)(1)), the Bank's obligations under this Agreement will be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations that were suspended.

(b)If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the Executive and the Bank as of the date of termination will not be affected.

(c)If the Bank is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Bank as of the date of termination will not be affected.

(d)Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359.

(e)All obligations under this Agreement will be terminated (except to the extent it is determined that continuation of this Agreement is necessary for the continued operation of the Bank): (i) by the Director of the OCC (the "Director") or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; (ii) by the Director or his or her designee at the time the

7

Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank; or (iii) when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, will not be affected by such action.

(f) All obligations under this Agreement may be terminated except to the extent determined that the continuation of the Agreement is necessary for the continued operation of the Bank by order of any state or federal banking regulatory agency with supervision of the Bank or any of its affiliates, unless stayed by appropriate proceedings, and Bank is not under any obligation to perform any of its obligations hereunder if it is informed in writing by any state or federal banking regulatory agency with supervision of the Bank or any of its affiliates that performance of its obligations would constitute an unsafe or unsound banking practice.

(g)Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

9.Miscellaneous

(a)No Conflicts. Executive represents and warrants that (i) entering into and performing under this Agreement will not violate any contract to which Executive is a party; (ii) Executive is not party to any contract or subject to any restrictions that would impair his ability to fully perform under this Agreement; (iii) entering into and performing under this Agreement will not breach or give rise to any cause of action against Executive or the Bank under the terms of any contract to which he is a party; (iv) Executive has disclosed to the Bank any restrictive covenants (including noncompetition, nonsolicitation, and confidentiality) applicable to him under any contract to which he is or was a party.

(b)Assignment. The services to be rendered by Executive under this Agreement are unique and personal, and Executive may not assign any of Executive's rights or delegate any of Executive's duties under this Agreement. Except as provided in the immediately preceding sentence, this Agreement shall benefit Executive and Executive's heirs and personal representatives. The Bank may freely assign its obligations hereunder to any affiliate or any entity into which the Bank merges or consolidates or to which the Bank transfers all or substantially all of its assets.

(c)Severability. The provisions of this Agreement are severable. If any provision of this Agreement or application thereof is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable (in whole or in part), the validity, legality, or enforceability of all other applications of that provision, and of all other provisions and applications of this Agreement, will not in any way be affected. Such invalid, illegal, or unenforceable provision or application will be deemed not to be a part of this Agreement, and this Agreement will then be enforced to the maximum extent allowed by applicable law. If any provision of this Agreement is invalid in part or in whole, it will be deemed to have been amended,

8

whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, will be enforceable.

(d)Notices. Any notice or consent required or permitted hereunder shall be deemed to have been given when hand-delivered, three business days after mailing by certified mail, postage prepaid and return-receipt requested, one business day after mailing by a recognized overnight carrier, or upon confirmation of delivery by electronic mail, in each case to the intended recipient at the following address (or at such other address as either party may notify the other):

If to the Bank:

Dana Dunbar

Chairman of the Board of Directors

Mid-Southern Savings Bank, FSB

300 N. Water Street

PO Box 545

Salem, Indiana 47167

With a copy (which does not constitute notice) to:

Attn:  R. James Straus

Frost Brown Todd LLC

400 West Market Street, Suite 3200

Louisville, Kentucky 40202

If to Executive:

Frank M. Benson III

4211 Black Oak Court

New Albany, Indiana 47150

(e)Governing Law; Venue; Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana without regard to its conflicts of laws principles to the extent they would require or permit the application of the laws of any other jurisdiction. Subject to Section 6(g), each of the parties irrevocably agrees that any legal action or proceeding arising out of or in connection with this Agreement may be brought and determined in any Indiana state or federal court located in (or nearest to) Washington County, Indiana (or if such court lacks subject matter jurisdiction, in any appropriate Indiana state or federal court), and each of the parties irrevocably submits to the nonexclusive personal jurisdiction of the aforesaid courts, generally and unconditionally, with regard to any such action or proceeding arising out of or in connection with this Agreement. Each of the parties further agrees to accept service of process in any manner permitted by such courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or in connection

9

with this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue or forum of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by any such court.

(f)Non-Waiver.  A waiver of any provision of this Agreement must be in writing, and no such waiver will constitute a waiver of any other provision of this Agreement, whether or not similar. No failure to enforce any provision of this Agreement may be treated as or deemed a waiver of such provision. No waiver or consent will constitute a continuing waiver or consent or commit any party to provide a waiver in the future except to the extent specifically set forth in writing.

(g)Entire Agreement. This Agreement constitutes the entire understanding and agreement between, and supersedes all other agreements, understandings and communications between the Bank or any of its affiliates and Executive. There are no other agreements, conditions or representations, oral or written, expressed or implied with regard thereto. This Agreement may be amended only in writing, signed by both parties.

(h)Headings. The headings in this Agreement have been inserted solely for convenience of reference and shall not be considered in the interpretation or construction of this Agreement.

(i)Construction of Terms; Pronouns and Number. For avoidance of doubt, references in this Agreement to Executive's termination of employment include a termination by the Bank, Executive's resignation, the end of Executive's employment due to nonrenewal of this Agreement, or any other event that causes Executive's employment to end pursuant to the terms of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural includes the singular and the plural, and pronouns stated in either the masculine, feminine, or neuter gender includes the masculine, feminine, and neuter gender.

(j)Counterparts. This Agreement may be executed any number of counterparts, each of which is deemed an original but all of which together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or other electronic transmission.

(k)Payments. All amounts payable under this Agreement shall be subject to such deductions and withholdings as the Bank reasonably determines should be withheld pursuant to any applicable law or regulation.

(l)Survival. All provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement will so survive, including without limitation the restrictive covenants contained in Section 6.

10

(m)Tax Matters.

(i)Intent to Comply. Executive and the Bank agree and confirm that this Agreement is intended by both parties to provide for compensation that is exempt from Code Section 409A as a short-term deferral or that does not constitute "deferred compensation" within the meaning of Code Section 409A. This Agreement shall be interpreted, construed, and administered in accordance with this agreed intent; provided that the Bank does not promise or warrant any tax treatment of compensation hereunder. Executive is responsible for obtaining advice regarding all questions as to federal, state, local income, estate, payroll, or other tax consequences arising under this Agreement. In the event provisions of this Agreement do not comply with Code Section 409A, Executive and the Bank agree to use reasonable business efforts to amend this Agreement as necessary to bring it into compliance with Code Section 409A while, to the largest extent possible, maintaining the economic interests hereunder of both parties. This Agreement shall not be amended or terminated in a manner that would accelerate or delay payments except as permitted under Treasury Regulations under Code Section 409A.

(ii)Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Treasury Regulation Section 1.409A-1(i) (or any successor thereto) on Executive's termination of employment, any payments hereunder triggered by Executive's termination of employment and that are not separation pay under Treasury Regulations Section 1.409A-1(b)(9), short-term deferral pay, or otherwise exempt from Code Section 409A, shall not begin to be paid until the earlier to occur of Executive's death or the date that is six months and one day after Executive's termination of employment, and at that time, Executive will receive in one lump sum payment all of the severance payment that would have been paid to Executive during the first six months following Executive's termination of employment. The Bank will determine, consistent with any guidance issued under Code Section 409A, the portion of severance payments that are required to be delayed, if any.

[Remainder of page intentionally left blank; signature page follows]

11

In witness whereof, and intending to be legally bound hereby, Executive and the Bank have executed this Agreement as of the date first set forth above.

/s/Frank M. Benson III                                  

Frank M. Benson III

Mid-Southern Savings Bank, FSB

By:  /s/Dana Dunbar, Chairman                  

        Dana Dunbar, Chairman 

12

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, Frank M. Benson, III and Mid-Southern Savings Bank, FSB (the "Bank") are parties to an employment agreement dated May 29, 2014 (the "Agreement"); and

WHEREAS, Mid-Southern, M.H.C. is undertaking a the second step conversion from mutual to stock form, which necessitates the amendment of the change in control provision contained in Section 4 of the Agreement; and

WHEREAS, the Agreement may be amended by a writing signed by both parties. Accordingly, the parties agree that

1.       Section 4(b) of the Agreement should be revised to read as follows, to be effective immediately prior to the second step conversion:

(iv)     Change in Control Bonus. If there is a Change in Control of Mid-Southern Bancorp (the"Company") or the Bank, and Executive remains continuously employed by the Bank through the closing of such Change in Control, then the Bank will pay Executive a one-time, lump-sum bonus equal to two times his then-current Base Salary; provided, however, that the Bank will not have any obligation to pay Executive this amount if such Change in Control bonus is a prohibited "golden parachute" payment under the laws and regulations applicable to the Bank. if earned, the Change in Control Bonus will be paid no later than 74 days after the end of the year in which the closing of the Change in Control occurs. "Change in Control" means (i) an event or series of events that have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act'9, other than any trustee or other fiduciary holding securities of the Company under any employee benefit plan of the Company or the Bank, becoming the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company or the Bank representing 50% or more of the combined voting power of the Company's or the Bank's then-outstanding stock; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new Company director was approved by the vote of a majority of the Company directors then still in office who were Company directors at the beginning of the period; or (iii) the shareholders of the Company approving a definitive agreement to merge or consolidate the Company with or into another company (other than a merger or consolidation that would result in the holders of voting securities of the Company outstanding immediately prior to such transaction continuing to hold (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction) or to sell or otherwise transfer all or substantially all of the Company's assets or to adopt a plan of liquidation. Notwithstanding the foregoing, the term "Change in Control" shall not include a second step conversion where Mid-Southern, M.H.C. converts from mutual to stock form in connection with a second step conversion where shares of Mid-Southern Bancorp are sold to the public and such shares are also issued in an exchange offering to existing stockholders of the Bank.

2.       Any provision of the Agreement inconsistent with the foregoing amendment shall be deemed amended to be consistent therewith, and the Agreement shall be interpreted accordingly.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this amendment to the Agreement as of the date set forth above.

EXECUTIVE

/s/Frank M. Benson, III                             

Frank M. Benson, Ill

MID-SOUTHERN SAVINGS BANK, FSB

By: /s/Dana J. Dunbar                             

Dana J. Dunbar, Chairman

EX-10.4

 

Exhibit 10.4

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of this 20th day of December, 2017, by and between Mid-Southern Savings Bank, FSB (the "Bank"), Mid-Southern Bancorp, Inc. (the "Company") and Erica B. Schmidt (the "Employee").

WHEREAS, the Employee is currently serving as Executive Vice President/Chief Financial Officer/Treasurer/Corporate Secretary of the Company and the Bank: and

WHEREAS, the board of directors of the Bank and the Company (the "Boards") recognize the possibility that a change in control involving the Company and/or the Bank may occur; and

WHEREAS, the Boards believe it is in the best interests of the Bank and the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to the Employee's assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of the Company and/or the Bank, although no such change is now contemplated; and

WHEREAS, the Boards have approved and authorized the execution of this Agreement with the Employee.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein, it is AGREED as follows:

1.Certain Definitions.

"Agreement Renewal Date" shall mean each anniversary of the Commencement Date.

"Change in Control" means: (1) an event or series of events which have the effect of any "person" as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("Exchange Act"), other than any trustee or other fiduciary holding securities of the Bank under an employee benefit plan of the Bank, becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company or the Bank representing 50% or more of the combined voting power of the Company's or the Bank's outstanding securities; (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by either the Company or by a vote of two-thirds of the Bank's directors then still in office who were directors at the beginning of the period, or (3) the business of the Bank is disposed of pursuant to a partial or complete liquidation, sale of assets, a merger or otherwise.  Notwithstanding the foregoing, the term "Change in Control" shall not include an acquisition of securities by an employee benefit plan of the Bank or the Company.

"Commencement Date" means the date of this Agreement as set forth above.

"Consolidated Subsidiaries" means any subsidiary or subsidiaries of the Company (or its successor) that are part of the affiliated group (as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code"), without regard to subsection (b) thereof) with the Company.

"Date of Termination" means the date the Employee ceases to serve as an employee of the Bank.

"Involuntary Termination" means the termination of the employment of Employee (1) by the Bank, without her express written consent; or (2) by the Employee due to her resignation from the Bank no more than 60 days after the date: (a) the Bank reduces or changes the Employee's duties to those which are clearly not consistent with executive status; (b) the Bank requires the Employee to change her principal work location by at least 30 miles and the Employee refuses to make such move; or (c) the Bank reduces the Employee's base salary (other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank), in each case each condition is not cured within 30 days after the Employee has delivered written notice of such condition to the Bank.  In each case, the Employee must give the Bank notice of the condition within 90 days of the initial existence of the condition.  The term "Involuntary Termination" does not include Termination for Cause or suspension or temporary or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act.

"Restriction Period" shall mean the one-year period commencing on the date of the Employee's Date of Termination.

"Section 409A" shall mean Section 409A of the Code and the regulations and guidance of general applicability issued thereunder.

"Termination for Cause" means termination of the employment of the Employee because of the Employee's: (1) willful and continued failure to substantially perform her duties with the Bank after written demand for substantial performance has been delivered to the Employee by the Bank and the Employee has been given a reasonable opportunity for cure; (2) the willful engaging by the Employee in gross misconduct materially and demonstrably injurious to the Bank or its reputation; (3) breach of fiduciary duty involving personal profit; or (4) material violation of any law, rule or regulation other than traffic violations or similar offenses.  For purposes of this definition, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or admitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Bank.

2.Term. The initial term of this Agreement shall be one year, beginning on the Commencement Date, subject to earlier termination as provided herein. On each Agreement Renewal Date, the term of this Agreement shall be extended for one year, provided that within the 90 day period ending on such Agreement Renewal Date, the Board of Directors of the Bank does not inform the Employee in writing that the Agreement will not be extended. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.

3.Severance Benefits.

(a)If, within the 12 months following a Change in Control, the Employee experiences an Involuntary Termination, the Company and/or the Bank shall pay to the Employee, within 25 days after the Date of Termination, a lump sum cash payment equal to one hundred and fifty percent (150%) times the Employee's annual base salary (determined as of the Date of Termination and, for the avoidance of doubt, disregarding any incentive or other extraordinary compensation) subject to applicable tax and other withholdings.  The obligation of the Company and the Bank to make payment under this Section 3 is joint and several.  No payment shall be made under this Section 3 unless the Employee timely executes a release substantially in the form attached as Exhibit A hereto. Payments under this Section 3 are subject to the restrictions and conditions set forth in this Agreement.  Payments under this Section 3 shall not be taken into account in determining the contributions or benefits due under any other plan or arrangement of the Company and/or the Bank, unless explicitly provided for in such plan or arrangement.

2

(b)The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer, by retirement benefits after the Date of Termination or otherwise. This Agreement does not constitute a contract of employment or impose on the Company or the Bank any obligation to retain the Employee, to change the status of the Employee's employment, or to change the Company's or the Bank's policies regarding termination of employment.

(c)Regulatory Matters.

(1)If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. Section 1818(e)(3) and (g)(1), the Bank's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion pay the Employee all or part of the compensation withheld while its obligations under this Agreement were suspended, and reinstate in whole or in part any of its obligations which were suspended, in a manner that does not violate Section 409A.

(2)If the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. Section 1818(e)(4) and (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the Employee and the Bank shall not be affected.

(3)If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this provision shall not affect any vested rights of the Employee and the Bank.

(4)All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (1) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (2) by the Officer of the Comptroller of the Currency ("OCC") or the Federal Deposit Insurance Corporation ("FDIC"), at the time either or both of them approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition.  Any rights of the parties that have already vested, however, shall not be affected by any such action.

(5)Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.  No Change in Control Payment will be made to Employee under this Agreement unless the FDIC and the OCC provide any necessary approvals of the Change in Control Payment prior to it being paid.

(d)Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Employee, would cause any amount to be nondeductible by the Company or any of the Consolidated Subsidiaries (including the Bank) for federal income tax purposes pursuant to or by reason of Code Section 280G, then payments and benefits under this Agreement shall be

3

reduced (not less than zero) to the extent necessary so that no amounts become nondeductible pursuant to or by reason of Code Section 280G.

(e)Any payments made to the Employee pursuant to this Agreement also are subject to the Employee complying with the requirements of Section 4.  If those requirements are not met, then amounts payable under this Section 3 are subject to reimbursement as provided for in Section 4.

4.Nonsolicitation; Nonraiding; Nondisclosure.

(a)During the Restriction Period, the Employee shall not solicit any Customers for services or products then provided by the Company, the Bank or the Consolidated Subsidiaries.  For purpose of this Section, "Customers" are defined as (1) all customers serviced by the Company, the Bank, or any of the Consolidated Subsidiaries as of the Employee's Date of Termination, (2) all potential customers whom the Company, the Bank or any of the Consolidated Subsidiaries actively solicited at any time during the 12-month period ending on the Employee's Date of Termination, and (3) all successors, owners, directors, partners and management personnel of the Customers described in (1) or (2).

(b)The Employee recognizes that the workforce of the Company and the Bank is a vital part of their businesses; therefore, during the Restriction Period, theEmployee shall not directly or indirectly recruit or solicit any Employee (as defined below) to leave employment with the Company, the Bank or any of the Consolidated Subsidiaries. Without limiting the foregoing, this includes that the Employee shall not (1) disclose to any third party the names, backgrounds, or qualifications of any of the Employees or otherwise identify them as potential candidates for employment, or (2) personally or through any other person approach, recruit, interview or otherwise solicit Employees to work for any other employer.  For purposes of this Section, "Employees" means all employees working for the Company, the Bank or any of the Consolidated Subsidiaries at the time of the Employee's Date of Termination.

(c)In the course of employment, the Employee may have access to confidential information and trade secrets relating to the business of the Bank and/or the Company. Except as required in the course of employment by the Bank, the Employee shall not, without the prior written consent of the Board of the Directors of the Company, directly or indirectly disclose to anyone any confidential information relating to the Bank, the Company or any financial information, trade secrets or "know-how" that is germane to the Bank's or the Company's business and operations. The Employee recognizes and acknowledges that any financial information concerning any of the customers of the Bank, the Company or any affiliated entity, as may exist from time to time, is strictly confidential and is a valuable, special and unique asset of their businesses.  The Employee shall not, either before or after termination of this Agreement, disclose to anyone said financial information, or any part thereof, for any reason or purposes whatsoever.

NOTICE:  Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 USC Section 1833(b), the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (a) files any document

4

containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(d)In the event the Employee violates any provision in this Section 4, the Employee will be subject to damages and because of the relationship of employer and employee, it is hereby agreed injunctive relief is necessary for the Company and the Bank to enforce these provisions of the Agreement to protect its business and good will.  The Bank may reduce or eliminate payments due under this Agreement, or seek reimbursement of such payments, as necessary to mitigate such damages.

5.No Assignments.

(a)This Agreement is personal to each of the Parties hereto, and no Party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other Parties; provided, however, that the Company and/or the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Company and/or the Bank, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company and/or the Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Company and/or the Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company and/or the Bank in the same amount and on the same terms that Employee would be entitled to hereunder had an Involuntary Termination occurred.  For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.

(b)This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

6.Delivery of Notices. For the purposes of this Agreement, all notices and other communications to any party hereto shall be in writing and shall be deemed to have been duly given when delivered or sent by certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:	Erica B. Schmidt 7955 W Mt. Tabor Rd. Salem, Indiana 47167
If to the Company and/or the Bank:	Dana J. Dunbar
	Chairman of the Board of Directors
	Mid-Southern Savings Bank, FSB
	300 N. Water Street P.O. Box 545 Salem, Indiana 47167

or to such other address as such party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon receipt.

5

7.Amendments. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided or as necessary to avoid a violation of Section 409A, in which case the amendment may be made by the Bank or its delegate.

8.Headings. The headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

9.Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

10.Governing Law. This Agreement shall be governed by the laws of the State of Indiana to the extent that federal law does not govern.

11.Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, conducted before a panel of three arbitrators in a location selected by the Employee within 100 miles of such Employee's job location with the Bank, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction.

* * * * *

6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Attest:	MID-SOUTHERN SAVINGS BANK, FSB
/s/Alexander G. Babey	/s/Dana J. Dunbar
President/CEO	By:  Dana J. Dunbar
	Its:
Attest:	MID-SOUTHERN BANCORP, INC.
/s/Alexander G. Babey	/s/Dana J. Dunbar
President/CEO	By: Dana J. Dunbar
	Its:
	EMPLOYEE
	/s/Erica B. Schmidt

7

EXHIBIT A

Form of General Release

This General Release ("Agreement") is between Erica B. Schmidt ("Employee"), Mid-Southern Savings Bank, FSB (the "Bank") and Mid-Southern Bancorp, Inc. (the "Company"), collectively, the "Parties".  The Employee acknowledges that this Agreement is being executed in accordance with Section 3(a) of the Change in Control Severance Agreement dated December 20, 2017 (the "Source Agreement").

The Parties desire to resolve all matters, known or unknown, arising out of Employee's employment with and separation from the Company and/or the Bank according to the terms, conditions and consideration included in this Agreement.

This Agreement is dated ______________ for reference purposes, which is the date that this Agreement was delivered to the Employee for consideration.

Based on the above recitals, the Parties agree that the following terms will apply only if all conditions of this Agreement are met:

1.1 Release.

(a)Employee hereby releases and forever discharges any and all of the "Released Parties" (defined below) from any and all claims of any kind, known or unknown, which Employee ever had, now has, or hereafter may have, that arose on or before the date that she signed this Agreement, including without limitation, claims for:

• wrongful termination or constructive discharge, including claims based on violation of public policy; breach of agreements, representations, policies or practices related to Employee's relationship with any Released Party; or based on any legal obligation owed by any Released Party;

• violation of federal, state, or local laws, ordinances, or executive orders prohibiting discrimination, harassment or retaliation, or requiring accommodation, on the basis of race, ancestry, creed, color, religion, national origin, pregnancy, childbirth or related medical conditions, families with children, sex, genetic information, marital status, sexual orientation, gender expression or gender identity, political ideology, age, honorably discharged veteran or military status, sensory, physical, or mental impairment or other legally protected characteristic or activity;

• wages (including overtime pay) or compensation of any kind (including attorney's fees or costs) to the fullest extent permitted by law;

• tortious interference with contract or expectancy; fraud or negligent misrepresentation; breach of privacy, defamation or libel; intentional or negligent infliction of emotional distress; unfair labor practices; breach of fiduciary duty; or any other tort;

• violation of the Consolidated Omnibus Budget and Reconciliation Act of 1985 (COBRA); the Fair Labor Standards Act (FLSA); the Labor Management Relations Act (LMRA); the Employee Polygraph Protection Act; the Racketeer Influenced and Corrupt Organizations Act (RICO); the Electronic Communications Privacy Act; the Uniform Services Employment and Re-Employment Rights Act (USERRA); the Sarbanes-Oxley Act; the

Civil Rights Act of 1964; Title VII; Sections 1981 through 1988 of Title 42 of the United States Code; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Lilly Ledbetter Fair Pay Act; the Genetic Information Nondiscrimination Act of 2008 (GINA); the Americans with Disabilities Act of 1990 (ADA); the federal Family and Medical Leave Act of 1993 (FMLA); the Worker Adjustment and Retraining Notification Act (WARN); the Occupational Safety and Health Act (OSHA); the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act of 1974 (ERISA); the National Labor Relations Act (NLRA); the Immigration Reform and Control Act (IRCA); including any and all amendments to the above, to the fullest extent permitted by law;

• the Age Discrimination in Employment Act of 1967 (ADEA); the Older Workers Benefit Protection Act (OWBPA); and

• violations of all similar federal, state and local laws, to the fullest extent permitted by law.

(b)"Released Party" or "Released Parties" includes Mid-Southern Savings Bank, FSB, Mid-Southern Bancorp, Inc., and all former, current and future parents, subsidiaries, related companies and affiliates (including any partnerships or joint ventures), and the benefit plans of each such entity; and with respect to each such entity, all past, present and future employees, supervisors, managers, fiduciaries, directors, officers, owners, shareholders, representatives, agents, attorneys, assigns, insurers, whether acting in their individual or official capacities, and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this paragraph; and with respect to each such entity and individual, all predecessors, successors and assigns.

(c)Employee agrees that, except as may be required by subpoena, court order, or other force of law, Employee will not in any way assist any individual or entity in commencing or prosecuting any action or proceeding against any Released Party connected to any and all matters arising from any event that has occurred up to the date of the Employee's separation from service with the Company and/or the Bank (the "Separation Date").

(d)Employee understands that she is releasing potentially unknown claims, and that Employee has limited knowledge with respect to some of the claims being released.  Employee acknowledges that there is a risk that, after signing this Agreement, she may learn information that might have affected Employee's decision to enter into this Agreement.  Employee assumes this risk and all other risks of any mistake in entering into this Agreement.  Employee acknowledges that this Agreement and the release and discharge contained herein is fairly and knowingly made.  Employee is giving up all rights and claims of any kind, known or unknown, except for the rights specifically given in this Agreement.

(e)This Agreement does not in any way affect: (1) the Employee's rights of indemnification to which the Employee was entitled immediately prior to the Separation Date (as an employee or director of any of the Released Parties); (2) any rights the Employee may have as a shareholder of a Released Party; (3) the Employee's vested rights under any tax-qualified retirement plan or stock compensation plan maintained by a Released Party; (4) any right the Employee may have to obtain contribution in the event of an entry of judgment against the Employee as a result of any act or failure to act for which the Employee and any of the Released Parties are jointly responsible; and (5) the right of the Employee to take whatever steps may be necessary to enforce the terms of the Source Agreement.

1.2.Indemnification.  Employee agrees to indemnify and hold Released Parties harmless from and against all losses, costs, damages or expenses, including, without limitation, reasonable attorney's fees incurred, arising out of a breach of this Agreement.  As a material part of this Agreement, Employee represents and warrants that there are presently no claims or potential claims that are capable of being

A-2

asserted against the Released Parties which she has not asserted or which could be asserted on her behalf or on behalf of her marital community.

1.3Affirmations.

(a)Employee affirms that she has disclosed any workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under federal, state, or local laws, including family or medical leave, paid sick or safe leave, or any other leave mandated by law.

(b)Employee affirms that she has not and will not initiate any suit, action, or arbitration before any federal, state or local judicial, administrative or other forum with respect to any matter arising out of or connected with her employment with the Company or the Bank and/or the termination of that employment; and that, without subpoena, she will not, except at the Company or the Bank's request, testify in any judicial or administrative proceedings to which any Released Party is a party regarding any matter involving the affairs of any Released Party of which Employee has knowledge.  Nothing in this Agreement precludes Employee from filing a charge or complaint with an appropriate administrative agency.  However, Employee agrees that she is not entitled to and will not accept any monetary recovery directly from the Company or the Bank as a result of filing such charge or complaint.  Employee affirms that she has not transferred or assigned any claims or rights to claims to any other person or entity.

(c)Nothing in this Agreement prohibits Employee from reporting possible violations of federal, state or local laws or regulations to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Employee does not need prior authorization of any kind to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosures.

1.4Older Workers' Benefit Protection Act Provisions.  In accordance with the requirements of the Older Workers' Benefit Protection Act, Employee expressly acknowledges the following:

(a)Independent Legal Counsel.  Employee is advised and encouraged to consult with an attorney before signing this Agreement.  Employee acknowledges that, if she desired to consult an attorney, she had an adequate opportunity to do so.

(b)Consideration Period.  Employee has twenty-one (21) calendar days from the date this Agreement was given to her (______________) to consider this Agreement before signing it.  Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.  The twenty-one (21) day period expires on ______________.  Employee may use as much or as little of this twenty-one (21) day period as she wishes before signing.  If Employee does not sign and return this Agreement within this twenty-one (21) day period, it will not become effective or enforceable, and Employee will not receive the benefits described in the Source Agreement.

(c)Revocation Period and Effective Date.  Employee has seven (7) calendar days after signing this Agreement to revoke it.  To revoke this Agreement after signing it, Employee must deliver a written notice of revocation to the Company's Chief Executive Officer before the seven (7) day period expires.  This Agreement shall not become effective until the eighth (8th) calendar day after Employee signs it ("Effective Date").  If Employee revokes this Agreement, it will not become effective or enforceable, and she will not receive the benefits described in the Source Agreement.

A-3

(d)Acceptance.  Employee agrees and accepts this Agreement.  Employee acknowledges that she has not signed this Agreement relying on anything not set out herein.  Employee acknowledges that if she is signing this before ____________, she has decided not to wait for the full twenty-one (21) day period, even though she has the right to do so.

1.5Non-Admission.  This Agreement shall not be construed as an admission by Employee or any Released Party of any liability, breach of any agreement, or violation of any statute, law or regulation, nor shall it be construed as an admission of any deficient performance or breach of any professional obligation.

1.6Governing Law.  This Agreement is governed by the laws of the State of Indiana that apply to contracts executed and to be performed entirely within the State of Indiana without giving effect to the rules governing the conflicts of laws, and without the aid of any canon, custom, or rule of law requiring construction against the drafter, and regardless of whether a party changes domicile or residence.

1.7Successors and Assigns.  Employee's obligations will bind her heirs, successors, and assigns, to the benefit of the Company and the Bank.  The Company and the Bank shall have the right to assign this Agreement to any of the Company's or the Bank's successors, assigns, or affiliates or to any entity that, directly or indirectly, is in control of, is controlled by, or is under common control with the Company or the Bank.  This Agreement shall be binding upon the successors and permitted assigns of the Company and the Bank.

1.8Headings; Definitions.  The headings in the Agreement are for convenience only and shall not affect the meaning of the terms as set out in the text.  Any capitalized terms not defined in this Agreement will have the meaning assigned to those terms in the Employment Agreement.

1.9Attorney's Fees.  In any dispute involving this Agreement, each Party shall be responsible for their own attorney's fees and costs.

1.10Severability.  It is further understood and agreed that if any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable.

1.11Complete Agreement.  This Agreement represents and contains the entire understanding between the Parties in connection with the subject matter of this Agreement.  It is expressly acknowledged and recognized by all Parties that there are no oral or written collateral agreements, understandings or representations between the Parties other than as contained in this document.  Any modifications to this Agreement must be in writing and signed by both Parties to be effective.

1.12Counterparts.  This Agreement may be executed in duplicate originals, each of which is equally admissible in evidence, and each original shall fully bind each party who executed it.  An e-mailed or facsimile copy of the signature may be submitted as proof of execution; however, Employee shall send the original executed agreement by U.S. Mail to the Company's Chief Executive Officer no later than three (3) days after signature.

A-4

This Agreement consists of ______ pages, not including any exhibits.

	Date
Agreed by Mid-Southern Savings Bank, FSB
By:	Date:
Its:
Agreed by Mid-Southern Bancorp, Inc.
By:	Date:
Its:

A-5

EX-21

Exhibit 21

Subsidiaries of the Registrant

Parent

Mid-Southern Bancorp, Inc.

Subsidiaries	Percentage of Ownership	Jurisdiction or State of Incorporation
Mid-Southern Savings Bank, FSB	100%	Federal

EX-23

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of Mid-Southern Bancorp, Inc. of our report dated March 19, 2018, relating to our audits of the consolidated financial statements of Mid-Southern Savings Bank, FSB and Subsidiary, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the caption "Experts" in such Prospectus.

/s/  Monroe Shine & Co., Inc.

New Albany, Indiana

March 23, 2018

EX-23.4

Exhibit 23.4

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

_______________________________________

(614) 766-1426        (614) 766-1459 FAX

March 20, 2018

Board of Directors

Mid-Southern Bancorp, Inc.

Mid-Southern Savings Bank, FSB

300 N. Water Street

Salem, Indiana 47167

Members of the Boards:

We hereby consent to the use of our firm's name in (i) the Registration Statement on Form S-1 to be filed by Mid-Southern Bancorp, Inc., with the Securities and Exchange Commission, and (ii) the Application for Conversion on Form AC to be filed by Mid-Southern Savings Bank, FSB with the Board of Governors of the Federal Reserve System, in each case as amended and supplemented.  We also hereby consent to the inclusion of, summary of and references to our appraisal and our statement concerning subscription rights in such filings, including the prospectus of Mid-Southern Bancorp, Inc.

Sincerely,

KELLER & COMPANY, INC.

/s/Michael R. Keller

Michael R. Keller

President

MRK:jmm

EX-99.1

Exhibit 99.1

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

_______________________________________

(614) 766-1426        (614) 766-1459 FAX

September 7, 2017

The Board of Directors

Mid-Southern, MHC

300 N. Water Street

Salem, Indiana 47167

Re:  Second Stage Conversion Appraisal Agreement

Attn: Alexander G. Babey

Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to Mid-Southern, MHC (hereinafter referred to as the "Financial Corp."), the stock holding company of Mid-Southern Savings Bank, FSB ("Mid-Southern"), relating to the second stage conversion (the "Conversion") of Mid-Southern, MHC.  KELLER will provide a pro forma valuation of the market value of the shares of the Financial Corp. to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.

KELLER is a financial consulting firm that primarily serves the financial institutions industry.  KELLER is experienced in evaluating and appraising thrift institutions and thrift institution holding companies.  KELLER is an approved conversion appraiser for filings with the Federal Reserve Board (the "Fed"), the Office of the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC"), and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations.  Keller has completed conversion appraisals related to standard conversions, mutual holding company stock offerings, second stage mutual holding company conversions and conversions involving foundations, and acquisitions.

KELLER agrees to prepare the conversion appraisal in the format required by the OCC in a timely manner for prompt filing with the OCC and the Securities and Exchange Commission.  KELLER will provide any additional information as requested and will complete appraisal updates in accordance with regulatory requirements and based on market conditions.

The appraisal report will provide a detailed description of the Financial Corp. and Mid-Southern, including their financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications.  The appraisal will include a description of the Financial Corp.'s market area, including both economic and demographic characteristics and trends.  An analysis of other publicly traded thrift institutions will be performed to determine a comparable group, and adjustments to the appraised value will be made based on a comparison of the Financial Corp. with the comparable group and recognizing the risk related to an initial public offering.

In making its appraisal, KELLER will rely upon the information in the Subscription and Community Offering Prospectus, including the audited and unaudited financial statements.  Among other factors, KELLER will also consider the following:  the present and projected operating results and financial condition of the Financial Corp.; the economic and demographic conditions in the Financial Corp.'s existing marketing area; pertinent historical financial and other information relating to the Financial Corp.; a comparative evaluation of the operating and financial statistics of the Financial Corp. with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of common stock; the impact of the stock offering on the Financial Corp.'s capital position and earnings potential; the Financial Corp.'s proposed dividend; and the trading market for securities of comparable institutions and general conditions in the market for such securities.  In preparing the appraisal, KELLER will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided by the Financial Corp., and will not independently value the assets or liabilities of the Financial Corp. in order to prepare the appraisal.

Upon completion of the conversion appraisal, KELLER will make a presentation to the board of directors of the Financial Corp. to review the content of the appraisal, the format and the assumptions.  A written presentation will be provided to each board member as a part of the overall presentation.

For its services in making this appraisal, KELLER's fee will be $35,000, plus out-of-pocket expenses not to exceed $1,000.  The appraisal fee will include the preparation of one valuation update.  Any additional valuation updates will be subject to an additional fee of $3,000 each.  Upon the acceptance of this proposal, KELLER shall be paid a retainer of $5,000 to be applied to the total appraisal fee of $35,000, the balance of which will be payable at the time of the completion of the appraisal.

The Financial Corp. agrees, by the acceptance of this proposal, to indemnify KELLER and its employees and affiliates for certain costs and expenses, including reasonable legal fees of one counsel, in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to KELLER by the Financial Corp. or by an intentional omission by the Financial Corp. to state a material fact in the information so provided, except where KELLER or its employees and affiliates have been negligent or at fault.

KELLER agrees to indemnify the Financial Corp. and its employees and affiliates for certain cost and expenses, including reasonable legal fees of one counsel, in connection with claims or litigation relating to or based upon the negligence or willful misconduct of KELLER or its employees or affiliates.

No indemnification payment made pursuant to this agreement shall 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.

This proposal will be considered accepted upon the execution of the two enclosed copies of this agreement and the return of one executed copy to KELLER, accompanied by the specified retainer.

KELLER & COMPANY, INC.

By: /s/Michael R. Keller                             

       Michael R. Keller

       President

Mid-Southern, MHC

By: /s/Alexander G. Babey                        

      Alexander G. Babey 

      President & CEO 

EX-99.2

Exhibit 99.2

___________________________________________________

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Mid-Southern Bancorp, Inc.

Salem, Indiana

___________________________________________________

As Of:

February 28, 2018

Prepared By:

Keller & Company, Inc.

555 Metro Place North

Suite 524

Dublin, Ohio 43017

(614) 766-1426

KELLER & COMPANY

___________________________________________________

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Mid-Southern Bancorp, Inc.

Salem, Indiana

___________________________________________________

As Of:

February 28, 2018

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

_______________________________________

(614) 766-1426        (614) 766-1459 FAX

March 16, 2018

Board of Directors

Mid-Southern Bancorp, Inc.

Mid-Southern Savings Bank, FSB

300 North Water Street

Salem, Indiana 47167

To the Board:

We hereby submit an independent appraisal ("Appraisal") of the pro forma market value of the common stock to be issued by the new Mid-Southern Bancorp, Inc. (the "Corporation") in connection with the second stage stock conversion of Mid-Southern, M.H.C. (the "M.H.C.") from the mutual to the stock form of ownership. The M.H.C. currently owns 71.69 percent of the stock of Mid-Southern Savings Bank, FSB (the "Bank"), which increased from 70.72 as a result of the inclusion of the $926,000 in cash held by the M.H.C.  Such cash held at Mid-Southern M.H.C. did result in an increase in the value by $1.0 million.  The remaining 29.28 percent of the Corporation's common stock is owned by public shareholders.  The exchange ratios established by the Corporation as applied to the value established herein are 1.5595 shares, 1.8347 shares, 2.1099 shares, and 2.4264 shares for each share of the Corporation's common stock at the minimum, midpoint, maximum and maximum, as adjusted, respectively, of the valuation range.  This appraisal was prepared and provided to the Corporation in accordance with regulatory appraisal requirements.

Keller & Company, Inc. is an independent, financial institution consulting firm that serves both thrift institutions and banks.  The firm is a full-service consulting organization, as described in more detail in Exhibit A in the Appraisal, specializing in business and strategic plans, stock valuations, conversion and reorganization appraisals, market studies and fairness opinions for thrift institutions and banks.  The firm has affirmed its independence in this transaction with the preparation of its Affidavit of Independence, a copy of which is included as Exhibit C in the Appraisal.

Our appraisal is based on the assumption that the data provided to us by the Bancorp and the Bank and the material provided by the independent auditors, Monroe Shine & Co., Inc., CPAs, New Albany, Indiana, are both accurate and complete.  We did not verify the financial statements provided to us, nor did we conduct independent valuations of the Bank's assets and liabilities.  We have also used information from other public sources, but we cannot assure the accuracy of such material.

Board of Directors

Mid-Southern Bancorp, Inc.

Mid-Southern Savings Bank, FSB

March 16, 2018

Page 2

In the preparation of this appraisal, we held discussions with the management of the Corporation and the Bank, with the law firm of Breyer & Associates, PC, McLean, Virginia, the Bank's conversion counsel, and with Keefe, Bruyette & Woods, Inc., the Bank's investment banking firm.  Further, we viewed the Bank's local economy and primary market area and also reviewed the Bank's most recent Business Plan as part of our review process.

This valuation must not be considered to be a recommendation as to the purchase of stock in the Corporation, and we can provide no guarantee or assurance that any person who purchases shares of the Corporation's stock will be able to later sell such shares at a price equivalent to the price designated in this appraisal.

Our valuation will be updated as required and will give consideration to any new developments in the Bank's operation that have an impact on operations or financial condition.  Further, we will give consideration to any changes in general market conditions and to specific changes in the market for publicly-traded thrift institutions.  Based on the material impact of any such changes on the pro forma market value of the Corporation as determined by this firm, we will make necessary adjustments to the Corporation's appraised value in such appraisal update.

It is our opinion that as of February 28, 2018, the pro forma market value or appraised value of the Corporation was $27,000,000 at the midpoint, with a public offering of $19,356,300 or 1,935,630 shares at $10 per share, representing 71.69 percent of the total valuation.  The pro forma valuation range of the Corporation is from a minimum of $22,950,000 to a maximum of $31,050,000, with a maximum, as adjusted, of $35,707,500, representing public offering ranges of $16,452,855 at the minimum to a maximum of $22,259,745, with a maximum, as adjusted, of $25,598,707, representing 1,645,286 shares, 2,225,975 shares and 2,559,871 shares at $10 per share at the minimum, maximum, and maximum, as adjusted, respectively.

The pro forma appraised value of the Corporation as of February 28, 2018, is $27,000,000, at the midpoint with a midpoint public offering of $19,356,300.

Very truly yours,

KELLER & COMPANY, INC.

TABLE OF CONTENTS

		PAGE
INTRODUCTION		1
I.	Description of Mid-Southern Savings Bank, FSB
	General	4
	Performance Overview	8
	Income and Expense	10
	Yields and Costs	14
	Interest Rate Sensitivity	15
	Lending Activities	17
	Nonperforming Assets	22
	Investments	24
	Deposit Activities	25
	Borrowings	26
	Subsidiaries	26
	Office Properties	26
	Management	26
II.	Description of Primary Market Area	28
III.	Comparable Group Selection
	Introduction
	General Parameters	34
	Merger/Acquisition	35
	Trading Exchange	35
	IPO Date	36
	Geographic Location	36
	Asset Size	37
	Balance Sheet Parameters
	Introduction	37
	Cash and Investments to Assets	38
	Mortgage-Backed Securities to Assets	39
	One- to Four-Family Loans to Assets	39
	Total Net Loans to Assets	40
	Total Net Loans and Mortgage-Backed Securities to Assets	40
	Borrowed Funds to Assets	40
	Equity to Assets	41
	Performance Parameters
	Introduction	42

 TABLE OF CONTENTS (cont.)

III.	Comparable Group Selection (cont.)	PAGE
	Performance Parameters (cont.)
	Return on Average Assets	42
	Return on Average Equity	43
	Net Interest Margin	43
	Operating Expenses to Assets	43
	Noninterest Income to Assets	44
	Asset Quality Parameters
	Introduction	44
	Nonperforming Assets to Total Assets	45
	Repossessed Assets to Assets	45
	Loan Loss Reserve to Assets	45
	The Comparable Group	46
IV.	Analysis of Financial Performance	47
V.	Market Value Adjustments
	Earnings Performance	50
	Market Area	54
	Financial Conditions	55
	Assets, Loan and Deposit Growth	57
	Dividend Payments	59
	Subscription Interest	59
	Liquidity of Stock	60
	Management	61
	Marketing of the Issue	62
VI.	Valuation Methods
	Introduction	63
	Price to Book Value Method	64
	Price to Core Earnings Method	65
	Price to Assets Method	66
	Valuation Conclusion	67

LIST OF EXHIBITS

NUMERICAL EXHIBITS		PAGE
1	Consolidated Balance Sheet -    At December 31, 2017	69
2	Consolidated Balance Sheets -    At December 31, 2013 through 2016	70
3	Consolidated Statement of Income for the    Year Ended December 31, 2017	71
4	Consolidated Statements of Income for    the Years Ended December 31, 2013 through 2016	72
5	Selected Financial Information	73
6	Income and Expense Trends	74
7	Normalized Earnings Trend	75
8	Performance Indicators	76
9	Volume/Rate Analysis	77
10	Yield and Cost Trends	78
11	Net PortfolioValue	79
12	Loan Portfolio Composition	80
13	Loan Maturity Schedule/Fixed & Adjustable-Rate    Loans Schedule	81
14	Loan Originations	83
15	Delinquent Loans	84
16	Nonperforming Assets	85
17	Allowance for Loan Losses	86
18	Investment Portfolio Composition	87
19	Mix of Deposits	88
20	Certificates of Deposit by Rate and Maturity	89
21	Deposit Activity	90
22	Offices of Mid-Southern Savings Bank, FSB	91
23	Management of the Bank	92
24	Key Demographic Data and Trends	93
25	Key Housing Data	94
26	Major Sources of Employment	95
27	Unemployment Rates	96
28	Market Share of Deposits	97
29	National Interest Rates by Quarter	98
30	Share Data Prices and Pricing Ratios	99
31	Key Financial Data and Ratios	106
32	Recent Second Stage Conversions	113
33	Acquisitions and Pending Acquisitions	114

 LIST OF EXHIBITS (cont.)

NUMERICAL EXHIBITS		PAGE
34	Balance Sheets Parameters -    Comparable Group Selection	115
35	Operating Performance and Asset Quality Parameters -    Comparable Group Selection	117
36	Balance Sheet Ratios    Final Comparable Group	119
37	Operating Performance and Asset Quality Ratios    Final Comparable Group	120
38	Balance Sheet Totals - Final Comparable Group	121
39	Balance Sheet - Asset Composition    Most Recent Quarter	122
40	Balance Sheet - Liability and Equity    Most Recent Quarter	123
41	Income and Expense Comparison    Trailing Four Quarters	124
42	Income and Expense Comparison as a Percent of    Average Assets - Trailing Four Quarters	125
43	Yields, Costs and Earnings Ratios    Trailing Four Quarters	126
44	Reserves and Supplemental Data	127
45	Comparable Group Market, Pricings and    Financial Ratios - Stock Prices as of February 28, 2018	128
46	Valuation Analysis and Conclusions	129
47	Pro Forma Effects of Conversion Proceeds - Minimum	130
48	Pro Forma Effects of Conversion Proceeds - Midpoint	131
49	Pro Forma Effects of Conversion Proceeds - Maximum	132
50	Pro Forma Effects of Conversion Proceeds - Maximum    as Adjusted	133
51	Summary of Valuation Premium or Discount	134

ALPHABETICAL EXHIBITS		PAGE
A	Background and Qualifications	135
B	RB 20 Certification	139
C	Affidavit of Independence	140

INTRODUCTION

Keller & Company, Inc. is an independent appraisal firm for financial institutions and has prepared this Conversion Valuation Appraisal Report ("Report") to provide the pro forma market value of the to-be-issued common stock of the new Mid-Southern Bancorp, Inc. (the "Corporation"), a newly formed Indiana corporation and the new holding company of Mid-Southern Savings Bank, FSB ("Mid-Southern" or the "Bank"), in connection with the conversion of Mid-Southern, M.H.C.  The shares of common stock to be issued represent the majority interest in Mid-Southern, M.H.C., which was formed in 1998.  Mid-Southern is a subsidiary of Mid-Southern, M.H.C.  Under the Plan of Conversion, Mid-Southern, M.H.C. will cease to exist, with Mid-Southern becoming a wholly owned subsidiary of the Corporation.  The existing shares of stock in Mid-Southern will be exchanged for new shares of stock in the Corporation based on their current appraised value as determined in this Report.

The Application is being filed with the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB") and the Securities and Exchange Commission ("SEC").  In accordance with the conversion, there will be an issuance of 70.72 percent of the Corporation's stock, representing the ownership of Mid-Southern, M.H.C., in the Corporation, along with the balance of assets held by Mid-Southern, M.H.C. of $920,000, resulting in a 70.72 percent public offering based on the midpoint valuation.  Such Application for Conversion has been reviewed by us, including the Prospectus and related documents, and discussed with the Bank's management and the Bank's conversion counsel, Breyer & Associates, PC, McLean, Virginia.

This conversion appraisal was prepared based on the guidelines used by the OCC entitled "Guidelines for Appraisal Reports for the Valuation of Savings Institutions Converting from the Mutual to Stock Form of Organization," in accordance with the OCC application requirements

and the Revised Guidelines for Appraisal Reports and represents a full appraisal report.  The Report provides detailed exhibits based on the Revised Guidelines and a discussion on each of

1

Introduction  (cont.)

the fourteen factors that need to be considered.  Our valuation will be updated in accordance with the Revised Guidelines and will consider any changes in market conditions for thrift institutions.

We define the pro forma market value as the price at which the stock of the Corporation after conversion would change hands between a typical willing buyer and a typical willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and with both parties having reasonable knowledge of relevant facts in an arm's-length transaction.  The appraisal assumes the Bank is a going concern and that the shares issued by the Corporation in the conversion are sold in noncontrol blocks.

As part of our appraisal procedure, we have reviewed the audited financial statements for the five fiscal years ended December 31, 2013 through 2017, and discussed them with Mid-Southern's management and with Mid-Southern's independent auditors, Monroe Shine & Co., Inc., CPAs, New Albany, Indiana.  We have also discussed and reviewed with management other financial matters and have reviewed internal projections.  We have reviewed the Corporation's preliminary Form S-1 and the Bank's preliminary Form AC and discussed them with management and with the Bank's conversion counsel.

To gain insight into the Bank's local market condition, we have visited Mid-Southern's market area of Washington, Orange and Lawrence Counties in Indiana.  We have studied the economic and demographic characteristics of the primary market area, and analyzed the Bank's primary market area relative to Indiana and the United States.  We have also examined the competitive market within which Mid-Southern operates, giving consideration to the area's numerous financial institution offices, mortgage banking offices, and credit union offices and other key market area characteristics, both positive and negative.

We have given consideration to the market conditions for securities in general and for publicly traded thrift stocks in particular.  We have examined the performance of selected

2

Introduction  (cont.)

publicly traded thrift institutions and compared the performance of Mid-Southern to those selected institutions.

Our valuation is not intended to represent and must not be interpreted to be a recommendation of any kind as to the desirability of purchasing the to-be-outstanding shares of common stock of the Corporation.  Giving consideration to the fact that this appraisal is based on numerous factors that can change over time, we can provide no assurance that any person who purchases the stock of the Corporation in the second stage stock offering will subsequently be able to sell such shares at prices similar to the pro forma market value of the Corporation as determined in this conversion appraisal.

3

I. DESCRIPTION OF MID-SOUTHERN

GENERAL

Mid-Southern ("Mid-Southern") was organized in 1886 as an Indiana chartered mutual savings and loan association with the name Salem Building Loan Fund and Savings Association, later changing its name to Salem Savings and Loan Association in 1964.  The Bank became a federally chartered savings and loan association in 1981, changing its name to Mid-Southern Federal Savings and Loan Association and then in 1988, the Bank converted its charter to a federal mutual savings bank and adopted its current name, Mid-Southern Savings Bank, FSB.  In 1998, the Bank formed its mutual holding company, Mid-Southern, M.H.C.  In 1998, the Corporation completed a minority stock offering.  In January 2018, a new holding company was organized, Mid-Southern Bancorp, Inc., an Indiana corporation, and will become the holding company of Mid-Southern.  The Corporation plans to complete a stock offering equal to all the shares owned by Mid-Southern, M.H.C. and resulting in its elimination.

Mid-Southern conducts its business from its main office, located in Salem, Indiana, and it branches located in Mitchell, Indiana, and Orleans, Indiana.  The Bank also operates a loan origination office located in New Albany, Indiana.  The Bank's primary retail market area is focused on the communities of Salem, Mitchell, and Orleans, while the Bank's lending market extends into the immediately surrounding Washington, Orange and Lawrence Counties as well as their surrounding counties of Jackson, Bartholomew, Jennings, Decatur, Ripley, Jefferson, Scott, Clark, Floyd, Harrison, Perry, Crawford, Dubois, Martin, Daviess, Greene, Monroe and Brown.

Mid-Southern's deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC") in the Bank Insurance Fund ("BIF").  The Bank is also subject to certain reserve requirements of the FRB.  Mid-Southern is a member of the Federal Home

4

General  (cont.)

Loan Bank (the "FHLB") of Indianapolis and is regulated by the OCC.  As of December 31, 2017, Mid-Southern had assets of $176,676,828, deposits of $151,893,271 and equity of $24,154, 373.

Mid-Southern has been principally engaged in the business of serving the financial needs of the public in its local communities and throughout its primary market area as a community-oriented institution.  Mid-Southern has been actively involved in the origination of one- to four-family mortgage loans including home equity lines of credit, commercial real estate loans and multi-family loans.  At December 31, 2017, 68.6 percent of the Bank's gross loans consisted of one- to four-family real estate loans, compared to a larger 69.2 percent at December 31, 2016, with the primary sources of funds being retail deposits from residents in its local communities.  The Bank is also an originator of commercial real estate loans, multi-family loans, construction loans, commercial business loans, and consumer and other loans.  Consumer and other loans include automobile loans, loans on deposit accounts, and other secured and unsecured personal loans.

The Bank had cash and investments of $30.2 million, or 17.1 percent of its assets, excluding FHLB stock which totaled $777,600 or 0.4 percent of assets at December 31, 2017.  The Bank had $23.1 million of its investments in mortgage-backed and related securities representing 13.1 percent of assets.  Deposits, principal payments, and equity have been the primary sources of funds for the Bank's lending and investment activities.  The Bank has not made use of FHLB advances.

The total amount of stock to be sold in the second stage stock offering will be $19,094,400 or 1,909,400 shares at $10 per share based on the midpoint of the appraised value of $27.0 million and representing 70.72 percent of the total appraised value.  The net conversion proceeds will be $17.8 million, reflecting conversion expenses of approximately $1,250,000.  The actual cash proceeds to the Bank of $8.9 million will represent 50.0 percent of the net

5

General  (cont.)

conversion proceeds. The new ESOP will represent 8.00 percent of the public shares sold or 152,755 shares at $10 per share, representing $1,527,552. The Bank's net proceeds will be used to fund new loans and to invest in securities following their initial deployment to short term investments.  The Bank may also use the proceeds to expand services, expand operations, diversify into other businesses, or for any other purposes authorized by law.  The Corporation will use its proceeds to fund the ESOP, to purchase short-and intermediate-term government or  federal agency securities or to invest in short-term deposits.

The Bank has experienced a moderate deposit decrease over the previous three fiscal years of 2013 to 2016, with deposits decreasing 15.7 percent from December 31, 2013, to December 31, 2016, or an average 5.2 percent per year.  From December 31, 2016, to December 31, 2017, deposits then decreased by 1.4 percent, decreasing $2.2 million to $151.9 million.

The Bank has focused on improving its asset quality position, monitoring its net interest margin and earnings and strengthening its equity to assets ratio during the past four years.  Equity to assets increased from 9.94 percent of assets at December 31, 2013, to 12.91 percent at December 31, 2016, impacted by the Bank's moderate shrinkage in assets and then increased modestly to 13.67 percent at December 31, 2017, due to moderate earnings combined with a continued decrease in assets.

The primary lending strategy of Mid-Southern has been to focus on the origination of one- to four-family mortgage loans, which include home equity lines of credit, commercial real estate loans and multi-family loans, with less emphasis on the origination of commercial business loans, construction loans and consumer loans.

The Bank's share of one- to four-family mortgage loans has decreased slightly from 69.2 percent of gross loans at December 31, 2016, to 68.6 percent of gross loans as of December 31, 2017.  Commercial real estate loans have decreased from 19.8 percent of gross loans to 19.1 percent from December 31, 2016, to December 31, 2017, and multi-family loans have increased

6

General  (cont.)

from 4.7 percent at December 31, 2016, to 5.4 percent at December 31, 2017.  All types of real estate loans, including home equity lines of credit, as a group remained at 95.0 percent at December 31, 2016, and at December 31, 2017.  The share of real estate loans is offset by the Bank's share of commercial loans and consumer loans.  The Bank's share of consumer loans witnessed a decrease in their share of gross loans from 1.8 percent at December 31, 2016, to 1.7 percent at December 31, 2017, and the Bank's share of commercial business loans increased from 3.2 percent to 3.3 percent, during the same time period.

Management's internal strategy has also included continued emphasis on maintaining an adequate and appropriate level of allowance for loan losses relative to loans and nonperforming assets in recognition of the more stringent requirements within the industry to establish and  maintain an adequate level of general valuation allowances and also in recognition of the Bank's higher historical level of nonperforming assets.  At December 31, 2016, Mid-Southern had $2,503,000 in its loan loss allowance or 2.1 percent of gross loans, and 104.4 percent of nonperforming loans with the loan loss allowance decreasing to $1,723,000 and representing a lower 1.5 percent of gross loans and a lower 91.7 percent of nonperforming loans at

December 31, 2017.

The basis of earnings for the Bank has been interest income from loans and investments with the net interest margin being the key determinant of net earnings with a continued emphasis on strengthening noninterest income and controlling noninterest expenses.  With a primary dependence on net interest margin for earnings, current management will focus on striving to strengthen the Bank's net interest margin without undertaking excessive credit risk combined with controlling the Bank's interest risk position and continue to maintain reasonable noninterest income.

7

PERFORMANCE OVERVIEW

The financial position of Mid-Southern at fiscal year end December 31, 2013, through December 31, 2017, is shown in Exhibits 1 and 2, and the earnings performance of Mid-Southern for the fiscal years ended December 31, 2013, through December 31, 2017, is shown in Exhibits 3 and 4.  Exhibit 5 provides selected financial data at December 31, 2016, and at December 31, 2017.  Mid-Southern has recently focused on slightly increasing its loan portfolio decreasing its deposits and decreasing its asset base in 2017.  The most recent trend for the Bank from December 31, 2016, through December 31, 2017, was a minimal increase in assets, a slight decrease in investments, a minimal increase in loans and a modest decrease in deposits.

With regard to the Bank's historical financial condition, Mid-Southern experienced a moderate decrease in assets from December 31, 2013, through December 31, 2016, with a greater decrease in loans, a modest decrease in deposits, a moderate decrease in investments and a modest increase in the dollar level of equity over these past four years.

The Bank witnessed a decrease in assets of $26.0 million or 12.8 percent for the period of December 31, 2013, to December 31, 2016, representing an average annual decrease of 4.3 percent.  For the year ended December 31, 2017, assets decreased $949,000 or 0.5 percent.  Over the past four fiscal periods, the Bank experienced its largest dollar decrease in assets of $11.0 million in fiscal year 2015, due primarily to a $16.7 million decrease in portfolio loans, with a lesser $12.1 million decrease in deposits.  The Bank had no increases in assets from fiscal 2013 to 2017.

Mid-Southern's net loan portfolio, which includes mortgage loans and nonmortgage loans, decreased from $155.1 million at December 31, 2013, to $114.5 million at December 31, 2016, and represented a total decrease of $40.6 million, or 26.2 percent.  The average annual decrease during that period was 8.7 percent.   For the year ended December 31, 2017, net loans increased $374,000 or 0.3 percent to $114.9 million.

8

Performance Overview  (cont.)

Mid-Southern has obtained funds through deposits, with no FHLB advances at fiscal years ended December 31, 2013, through December 31, 2017.  The Bank's competitive rates for deposits in its local market in conjunction with its focus on service have been the sources for competing for retail deposits.  Deposits decreased $28.7 million or 15.7 percent from fiscal 2013 to 2016, representing an average annual rate of decrease of 5.2 percent, decreasing to $154.1 million at December 31, 2016.  For the year ended December 31, 2017, deposits decreased by $2.2 million or 1.4 percent.  The Bank's largest fiscal year deposit decrease was in 2015, when deposits decreased $12.1 million or a moderate 7.0 percent.

The Bank witnessed an increase in its dollar equity level from 2013 to 2016, with increases occurring each year.  Equity then increased in the year ended December 31, 2017.  At December 31, 2013, the Bank had equity of $20.2 million, representing a 9.94 percent equity to assets ratio, and equity increased to $22.9 million at December 31, 2016,  representing a higher 12.91 percent equity to assets ratio.  At December 31, 2017, equity was a larger $24.2 million and a modestly higher 13.67 percent of assets.

The overall increase in the equity to assets ratio from December 31, 2013, to December 31, 2016,  was the result of the Bank's positive earnings in fiscal years 2014, 2015, and 2016.  The dollar level of equity increased 13.2 percent from December 31, 2013, to

December 31, 2016, representing an average annual increase of 4.4 percent, and then increased 5.4 percent from December 31, 2016, through December 31, 2017.

9

INCOME AND EXPENSE

Exhibit 6 presents selected operating data for Mid-Southern.  This table provides key income and expense figures in dollars for the fiscal years of 2016 and 2017.

Mid-Southern witnessed a modest increase in its dollar level of interest income from fiscal 2016 to fiscal 2017.  Interest income was $6.40 million in 2016 and a higher $6.48 million in 2017.  The increase represented $80,000 or 1.25 percent.

The Bank's interest expense experienced a decrease from fiscal year 2016 to 2017.  Interest expense decreased from $714,000 in 2016 to $655,000 in 2017, representing a decrease of $59,000 or 8.3 percent.  Interest income increased a larger $80,000.  Such increase in interest income from 2016 to 2017, notwithstanding the decrease in interest expense, resulted in a dollar increase in annual net interest income and a modest increase in net interest margin.

The Bank has made credits to its provisions for loan losses in each of the past two fiscal years of 2016 and 2017, after making positive large provisions in 2013 and 2014.  The amounts of those provisions were determined in recognition of the Bank's balance of loans, level of nonperforming assets, charge-offs and level of repossessed assets.  The loan loss provisions were $(449,000) in 2016 and $(700,000) in 2017.  The impact of these loan loss provisions has been to provide Mid-Southern with a general valuation allowance of $1,723,058 at December 31, 2017, or 1.5 percent of gross loans and 91.7 percent of nonperforming loans.

Total other income or noninterest income indicated a minimal increase from 2016 to 2017.  Noninterest income was $883,000 or 0.50 percent of assets in 2016 and a similar $884,000 in fiscal year 2017 or 0.50 percent of assets.  Noninterest income consists primarily of service charges, gains on the sale of securities, BOLI income, ATM and debit card income, and other income.

The Bank's general and administrative expenses or noninterest expenses decreased from $5,371,000 for the fiscal year of 2016 to $5,252,000 for the fiscal year ended December 31,

10

Income and Expense (cont.)

2017, representing a percentage decrease of 2.2 percent.  On a percent of average assets basis, operating expenses increased from 2.99 percent of average assets for the fiscal year ended December 31, 2016, to 3.07 percent for the fiscal year ended December 31, 2017, impacted by the Bank's decrease in assets.

The net earnings position of Mid-Southern has indicated moderate volatility from 2013 to 2017.  The annual net income figures for the fiscal years of 2013, 2014, 2015 and 2016 were $(1,221,316), $129,764, $1,492,393 and $1,138,485, respectively, representing returns on average assets of (0.57) percent, 0.07 percent, 0.79 percent and 0.64 percent for fiscal years 2013, 2014, 2015 and 2016, respectively.  For the year ended December 31, 2017, earnings were $1,173,438, representing a return on average assets of 0.67 percent.

Exhibit 7 provides the Bank's normalized earnings or core earnings for the year ended December 31, 2017.  The Bank's normalized earnings eliminate any nonrecurring income and expense items.  There was one adjustment related to the Bank's $700,000 credit to provision for loan losses, resulting in core income being a lower $960,000, compared to actual net income of $1,173,000.

The key performance indicators comprised of selected performance ratios, asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the results of performance.  The Bank's return on assets changed from 0.64 percent in 2016 to 0.67 percent in fiscal year 2017.  The Bank's return on average equity increased slightly from 2016 to 2017.  The return on average equity increased from 5.08 percent in 2016, to 5.10 percent in 2017.

The Bank's net interest rate spread increased from 3.27 percent in 2016 to 3.40 percent in 2017.  The Bank's net interest margin indicated a similar trend, from 3.37 percent in 2016 to 3.50 percent in 2017.  Mid-Southern's net interest rate spread increased 13 basis points from 2016 to 2017.  The Bank's net interest margin followed a similar trend, increasing 13 basis points from 2016 to 2017.

11

Income and Expense (cont.)

Mid-Southern's ratio of interest-earning assets to interest-bearing liabilities increased slightly from 122.1 percent at December 31, 2016, to 125.1 percent at December 31, 2017.  The Bank's modest increase in its ratio of interest-earning assets to interest-bearing liabilities is primarily the result of the Bank's larger increase in its interest-earning assets.

Another key performance ratio reflecting efficiency of operation is theratio of noninterest expenses to noninterest income plus net interest income referred to as the "efficiency ratio."  The industry norm is 55.5 percent for all thrifts and 70.8 percent for thrifts with assets of greater than $100.0 million to $1.0 billion, with the lower the ratio indicating higher efficiency.  The Bank has been characterized with a moderately lower level of efficiency historically reflected in its higher efficiency ratio, which decreased from 81.8 percent in 2016 to 78.3 percent in 2017, due to a rise in net interest income and a decrease in noninterest expenses.

Earnings performance can be affected by an institution's asset quality position.  The ratio of nonperforming assets to total assets is a key indicator of asset quality.  Mid-Southern witnessed a decrease in its nonperforming assets ratio from 2016  to 2017.  The ratio is still higher than the industry norm.  Nonperforming assets, by definition, consist of loans delinquent 90 days or more, troubled debt restructurings that have not been performing for at least three months, and real estate owned nonaccruing loans.  Mid-Southern's nonperforming assets consisted of real estate owned and nonaccrual loans, with no loans 90 days or more past due.  The ratio of nonperforming assets to total assets was 1.2 percent at December 31, 2017, decreasing from 1.5 percent at December 31, 2016.  The Bank also had $1,875,000 in restructured loans.

Two other indicators of asset quality are the Bank's ratios of allowance for loan losses to total loans and also to nonperforming loans.  The Bank's allowance for loan losses was 2.1 percent of loans at December 31, 2016, and decreased to 1.5 percent at December 31, 2017.  As a percentage of nonperforming loans, Mid-Southern's allowance for loan losses to nonperforming loans was 104.4 percent at December 31, 2016, and a lower 91.7 percent at

12

Income and Expense (cont.)

December 31, 2017.  The Bank did experience a noticeable increase in net charge-offs to average loans, increasing from 0.2 percent in 2016 to 1.5 percent in 2017.

Exhibit 9 provides the changes in net interest income due to rate and volume changes for the fiscal year of 2017.  For the year ended December 31, 2017, net interest income increased $139,000, due to an increase in interest income of $80,000, accented by a $59,000 decrease in interest expense.  The increase in interest income was due to an increase due to volume of $53,000, accented by an increase due to rate of $27,000.  The decrease in interest expense was due to a $15,000 decrease due to rate, accented by a $106,000 decrease, due to volume.

13

YIELDS AND COSTS

The overview of yield and cost trends for the fiscal years ended December 31, 2016 and 2017, and at December 31, 2017, can be seen in Exhibit 10, which offers a summary of key yields on interest-earning assets and costs of interest-bearing liabilities.

Mid-Southern's weighted average yield on its loan portfolio decreased 10 basis points from fiscal year 2016 to 2017, from 4.69 percent to 4.59 percent and then increased 3 basis points to 4.62 percent at December 31, 2017.  The yield on investment securities increased 21 basis points from 2.38 percent in 2016 to 2.59 percent in fiscal year 2017, and then increased 11 basis points to 2.70 percent at December 31, 2017.  The yield on interest-bearing deposits increased 48 basis points from 0.32 percent in fiscal 2016 to 0.80 percent in fiscal 2017 and then increased 24 basis points to 1.04 percent at December 31, 2017.  The yield on Federal Home Loan Bank stock remained at 4.24 percent for all periods.  The combined weighted average yield on all interest-earning assets increased 10 basis points to 3.88 percent from fiscal year 2016 to 2017 and then increased 9 basis points to 3.97 percent at December 31, 2017.

Mid-Southern's weighted average cost of interest-bearing liabilities decreased 3 basis points to 0.48 percent from fiscal year 2016 to 2017, which was less than the Bank's 10 basis point increase in yield, resulting in an increase in the Bank's net interest rate spread of 13 basis points from 3.27 percent to 3.40 percent from 2016 to 2017.  Then the Bank's interest rate spread increased 8 basis points to 3.48 percent at December 31, 2017.  The Bank's net interest margin increased from 3.37 percent in fiscal year 2016 to 3.50 percent in fiscal year 2017, representing an increase of 13 basis points.

The Bank's ratio of average interest-earning assets to interest-bearing liabilities increased from 122.1 percent for the year ended December 31, 2016, to 125.1 percent for the year ended December 31, 2017.

14

INTEREST RATE SENSITIVITY

Mid-Southern has monitored its interest rate sensitivity position and focused on maintaining a reasonable level of interest rate risk exposure by maintaining a moderate share of adjustable-rate commercial real estate loans and adjustable-rate commercial loans, to offset its share of fixed-rate residential mortgage loans.  Mid-Southern recognizes the thrift industry's historically higher interest rate risk exposure, which caused a negative impact on earnings and economic value of equity in the past as a result of significant fluctuations in interest rates, specifically rising rates in the past.  Such exposure was due to the disparate rate of maturity and/or repricing of assets relative to liabilities commonly referred to as an institution's "gap."  The larger an institution's gap, the greater the risk (interest rate risk) of earnings loss due to a decrease in net interest margin and a decrease in economic value of equity or portfolio loss.  In response to the potential impact of interest rate volatility and negative earnings impact, many institutions have taken steps to reduce their gap position.  This frequently results in a decline in the institution's net interest margin and overall earnings performance.  Mid-Southern has responded to the interest rate sensitivity issue by maintaining higher shares of adjustable-rate one- to four-family loans, multi-family loans and commercial real estate loans.

The Bank's key measure of its interest rate risk is through the use of its economic value of equity ("EVE") of the expected cash flows from interest-earning assets and interest-bearing liabilities and any off-balance sheets contracts.  The EVE for the Bank is calculated on a quarterly basis by an outside firm, showing the Bank's EVE to asset ratio, the dollar change in EVE, and the change in the EVE ratio for the Bank under rising and falling interest rates.  Such changes in EVE ratio under changing rates are reflective of the Bank's interest rate risk exposure.  The Bank also measures its interest rate risk through the use of the change in its net interest income under rising and falling interest rates.

There are numerous factors which have a measurable influence on interest rate sensitivity in addition to changing interest rates.  Such key factors to consider when analyzing interest rate

15

Interest Rate Sensitivity (cont.)

sensitivity include the loan payoff schedule, accelerated principal payments, deposit maturities, interest rate caps on adjustable-rate mortgage loans and deposit withdrawals.

Exhibit 11 provides the Bank's EVE levels as of December 31, 2017, based on the most recent calculations and reflects the changes in the Bank's EVE levels under rising and declining interest rates.

The Bank's change in its EVE level at December 31, 2017, based on a rise in interest rates of 100 basis points was a 2.3 percent decrease, representing a dollar decrease in equity value of $(801,000).  In comparison, based on a decline in interest rates of 100 basis points, the Bank's EVE level was estimated to decrease 0.7 percent or $(259,000) at December 31, 2017.  The Bank's exposure increases to an 8.2 percent decrease under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,907,000.  The Bank's exposure is not measurable based on a 200 basis point decrease in interest rates, due to the currently low level of interest rates.

The Bank is aware of its interest rate risk exposure under rapidly rising rates and falling rates.  Due to Mid-Southern's recognition of the need to control its interest rates exposure, the Bank has recognized the importance of maintaining its share of adjustable-rate mortgage loans.  The Bank plans to increase its lending activity in the future.  The Bank will also continue to focus on strengthening its EVE ratio, recognizing the planned second stage stock offering will strengthen the Bank's EVE ratio, based on any change in interest rates.

16

LENDING ACTIVITIES

Mid-Southern has focused its lending activity on the origination of one- to four-family mortgage loans, commercial real estate loans and multi-family loans, and has also made construction loans, commercial business loans and consumer loans.  Exhibit 12 provides a summary of Mid-Southern's loan portfolio by loan type at December 31, 2016, and at December 31, 2017.

The primary loan type for Mid-Southern has been one- to four-family mortgage loans, including home equity lines of credit, representing a strong 68.6 percent of the Bank's gross loans as of December 31, 2017.  This share of loans has seen a slight decrease from 69.2 percent at December 31, 2016.  The second largest loan type as of December 31, 2017, was commercial real estate loans, which comprised a moderate 19.1 percent of gross loans, compared to 19.8 percent as of December 31, 2016, and represented the second largest real estate loan category in 2017.  The third largest loan category at December 31, 2017, was multi-family loans, which represented 5.4 percent of loans compared to a smaller 4.7 percent at December 31, 2016.  The next largest loan category at December 31, 2017, was commercial business loans, which represented 3.3 percent of loans compared to a smaller 3.2 percent at December 31, 2016.  The final real estate loan category was construction loans, including residential and commercial construction loans, which represented a modest 1.9 percent of gross loans at December 31, 2017, and a lesser 1.3 percent at December 31, 2016.  The six real estate loan categories represented a strong 95.0 percent of gross loans at December 31, 2017, compared to an identical 95.0 percent of gross loans at December 31, 2016.

Commercial business loans represent a modest size loan category for Mid-Southern.  Commercial business loans totaled $3.9 million and represented 3.3 percent of gross loans at December 31, 2017, compared to a similar $3.8 million or 3.2 percent of gross loans at December 31, 2016.

17

Lending Activities (cont.)

The combined consumer and other loan category was the smallest loan category at December 31, 2017, and represented a minimal 1.7 percent of gross loans compared to a similar 1.8 percent at December 31, 2016.  The Bank's consumer and other loans include automobile loans, savings account loans, and secured and unsecured personal loans.  The overall mix of loans has witnessed modest change from December 31, 2016, to December 31, 2017, with the Bank having decreased its shares of one- to four-family loans and commercial real estate loans to offset its modest increases in construction loans and multi-family loans with the emphasis of Mid-Southern's lending activity being the origination of one- to four-family loans, commercial real estate loans and multi-family loans for its portfolio.

The Bank offers several types of adjustable-rate mortgage loans, ("ARMs") with adjustment periods of five years, seven years and ten years.  The interest rates on ARMs are generally indexed to the rate on five-year Treasury bills.  ARMs have a maximum rate adjustment of 2.25 percent at each adjustment period, and 6.0 percent for the life of the loan.  Rate adjustments are computed by adding a stated margin to the index.  The Bank normally retains all ARMs which it originates.  The majority of ARMs have terms of up to 30 years, the maximum term offered, with some having terms of 15 and 20 years.

The Bank's one- to four-family mortgage loans remain outstanding for shorter periods than their contractual terms, because borrowers have the right to refinance or prepay.  These mortgage loans contain "due on sale" clauses which permit the Bank to accelerate the indebtedness of the loan upon transfer of ownership of the mortgage property.

The Bank's other key mortgage loan product is a fixed-rate mortgage loans.  Fixed-rate mortgage loans have a maximum term of 30 years.  The Bank's adjustable-rate and fixed-rate mortgage loans normally do not conform to FHLMC or Fannie Mae underwriting standards.

18

Lending Activities (cont.)

The normal loan-to-value ratio for conventional mortgage loans to purchase or refinance one-to four-family dwellings generally does not exceed 80 percent at Mid-Southern.  Mortgage loans originated by the Bank include due-on-sale clauses enabling the Bank to adjust rates on fixed-rate loans in the event the borrower transfers ownership.

Mid-Southern has also been an originator of adjustable-rate and fixed-rate commercial real estate loans and multi-family loans in the past and will continue to make multi-family and commercial real estate loans.  The Bank had a total of $22.3 million in commercial real estate loans and $6.4 million in multi-family loans at December 31, 2017, or a combined 24.5 percent of gross loans, compared to a similar $28.6 million or 24.5 percent of gross loans at

December 31, 2016.

The major portion of commercial real estate are secured by churches, retail establishments, industrial and office buildings, farm properties, and other owner-occupied properties used for business.   Multi-family loans are secured by apartment buildings with five or more units in the Bank's local market.  Multi-family and commercial real estate loans have terms of 20 years and an amortization period of 20 years.  The maximum loan-to-value ratio is normally 70.0 percent.

The Bank is an originator of commercial and industrial  loans, which totaled $3.9 million at December 31, 2017, and represented 3.3 percent of gross loans.  Commercial and industrial loans include secured and unsecured loans to professionals, small businesses and sole proprietorships.  Commercial business loans have terms of fixed and revolving lines of credit and a loan-to-value ratio of the collateral of up to 70.0 percent.

The Bank also originates residential and commercial construction loans.  The Bank had $2.2 million or 1.9 percent of gross loans in construction loans at December 31, 2017.  Construction loans normally have a term of 12 months with an adjustable interest rate for the

19

Lending Activities (cont.)

term of the loan and a loan-to-value ratio of no more than 80.0 percent of appraised value or 90.0 percent of cost.  The Bank's construction loans provide for interest only payments during the term of the loan with the principal amount due at the end of the loan term.

Mid-Southern is also an originator of consumer and other loans, with these loans totaling only $2.0 million at December 31, 2017, and representing 1.7 percent of gross loans.  Consumer loans primarily include automobile loans, share loans and secured and unsecured personal loans.

Exhibit 13 provides a loan portfolio maturity schedule and breakdown and summary of Mid-Southern's fixed- and adjustable-rate loans, indicating a strong majority of adjustable-rate loans.  At December 31, 2017, 82.1 percent of the Bank's loans due after December 31, 2018, were adjustable-rate and 17.9 percent were fixed-rate.  At December 31, 2017, the Bank had a modest 13.0 percent of its loans due on or before December 31, 2018, or in one year or less, with 24.4 percent due by December 31, 2018, or in one to five years.  The Bank had an additional 62.6 percent of its loans with a maturity of more than 5 years.

As indicated in Exhibit 14, Mid-Southern experienced a moderate increase in its adjustable-rate one- to four-family loan originations and total loan originations form fiscal year 2016 to 2017.  Total loan originations in fiscal year 2016 were $27.2 million compared to a larger $32.4 million in fiscal year 2017, reflective of the higher level of adjustable-rate one- to four-family loans originated, increasing from $9.0 million to $14.1 million.  The increase in adjustable-rate one- to four-family loan originations form 2016 to 2017 of $5.1 million represented 98.1 percent of the Association's $5.2 million aggregate increase in total loan originations from 2016 to 2017, with adjustable-rate commercial real estate loans increasing $2.7 million and commercial real estate construction loans increasing $3.4 million.  Residential construction loan originations decreased $989,000 from 2016 to 2017, all consumer loans decreased $369,000 from 2016 to 2017, and all commercial business loans increased $441,000.

20

Lending Activities (cont.)

Overall, loan originations exceeded principal payments, charge-offs, loan repayments and other deductions in 2016 but fell short of these deductions in 2017.  In fiscal 2016, loan originations exceeded deductions by $371,000, impacted by $27.2 million in loan originations, and then fell short of deductions by $413,000 in 2017, impacted by a stronger $32.8 million in principal payments.

21

NONPERFORMING ASSETS

Mid-Southern understands asset quality risk and the direct relationship of such risk to delinquent loans and nonperforming assets, including real estate owned.  The quality of assets has been a key concern to financial institutions throughout many regions of the country.  A number of financial institutions have been confronted with rapid increases in their levels of nonperforming assets over the past few years and have been forced to recognize significant losses, setting aside major valuation allowances and being subject to much higher provision for loan losses.

A sharp increase in nonperforming assets has often been related to specific regions of the country and has frequently been associated with higher risk loans, including commercial real estate loans, multi-family loans and nonowner-occupied one- to four-family loans.  Mid-Southern has been faced with a modestly higher level of nonperforming assets in 2013, with nonperforming assets decreasing steadily thereafter to a lower level by 2017.

Exhibit 15 provides a summary of Mid-Southern's delinquent loans at December 31, 2017.  The Bank had $3,132,000 in loans delinquent 30 to 89 days at December 31, 2017.  Loans delinquent 90 days or more totaled $613,000 at December 31, 2017, with these two categories representing 3.2 percent of portfolio loans with 89.9 percent of these loans consisting of one- to four-family real estate loans and the remainder in commercial real estate loans.

It is a normal procedure for Mid-Southern to contact a borrower when the borrower fails to make a loan payment.  When a loan is delinquent 15 days, the Bank sends a late notice to the borrower, followed by a phone call within 30 days delinquency and then a delinquency letter is normally sent.  The Bank then initiates both written and oral communication with the borrower if the loan remains delinquent.  Under certain circumstances, the Bank may arrange for an alternative payment structure through a workout agreement.  A decision as to whether and when to initiate foreclosure proceeding is based on such factors as the amount of the outstanding loan, the extent of the delinquency and the borrower's ability and willingness to cooperate in

22

Nonperforming Assets (cont.)

curing the delinquency.  The Bank generally initiates foreclosure when a loan has been delinquent 90 days and no workout agreement has been reached.

Exhibit 16 provides a summary of Mid-Southern's nonperforming assets at December 31, 2016 and 2017.  Nonperforming assets, by definition, include loans 90 days or more past due, nonaccruing loans, troubled debt restructurings that have not performed, and repossessed assets.  The Bank carried a higher level of nonperforming assets at December 31, 2016, and December 31, 2017, relative to industry norms.  Mid-Southern's level of nonperforming assets was $2,710,000 at December 31, 2016, and a moderately lower $2,054,000 at December 31, 2017, which represented 1.5 percent of assets in 2016 and 1.2 percent in 2017.  The Bank's nonperforming assets included $2,397,000 in nonaccrual loans, no loans 90 days or more past due, no nonaccruing troubled debt restructurings,  and $313,000 in real estate owned for a total of $2,710,000 at December 31, 2016.  At December 31, 2017, nonperforming assets included no loans 90 days or more past due, $1,878,000 in nonaccrual loans, no nonaccruing troubled debt restructurings, and $176,000 in real estate owned for a total of $2,054,000 at December 31, 2017.

Exhibit 17 shows Mid-Southern's allowance for loan losses at activity for the years ended December 31, 2016 and 2017, indicating the activity and the resultant balances.  Mid-Southern has witnessed a moderate decrease in its balance of allowance for loan losses from $2,503,000 at December 31, 2016, to $1,723,000 at December 31, 2017, in response to its decrease in loans and decrease in nonperforming assets.  The Bank had negative provisions for loan losses of $(449,000) in the fiscal year ended December 31, 2016, and $(700,000) in the fiscal year ended December 31, 2017.

The Bank had total charge-offs of $244,000 in 2016 and $101,000 in 2017 with total recoveries of $66,000 in 2016, and $21,000 in 2017.  The Bank's ratio of allowance for loan losses to gross loans was 2.10 percent at December 31, 2016, and a lower 1.50 percent at December 31, 2017, impacted by the Bank's credit to allowance for loan losses.  Allowance for

23

Nonperforming Assets (cont.)

loan losses to nonperforming loans was 104.4 percent at December 31, 2016, and a lower 91.7 percent at December 31, 2017.

INVESTMENTS

The investment and securities portfolio, excluding interest-bearing deposits, has been comprised of U.S. government and federal agency obligations, municipal obligations, and mortgage-backed securities.  Exhibit 18 provides a summary of Mid-Southern's investment portfolio at December 31, 2016 and 2017, including FHLB stock.  Investment securities totaled $45.2 million at December 31, 2016, based on fair value, compared to $46.7 million at December 31, 2017.  The Bank had $26.8 million in mortgage-backed securities at December 31, 2016, and a smaller $23.1 million at December 31, 2017, both of which are included in total investments.

The primary component of investment securities at December 31, 2017, was mortgage-backed securities, representing 49.4 percent of total investments, including FHLB stock, compared to a larger 59.2 percent at December 31, 2016.  The Bank also had cash and interest-bearing deposits totaling $7.5 million at December 31, 2017, and a larger $9.3 million at December 31, 2016.  The Bank had $778,000 in FHLB stock at December 31, 2016 and 2017.  The weighted average yield on investment securities was 3.44 percent for the year ended December 31, 2017, with a lower 0.80 percent yield on other interest-earning deposits for the year ended December 31, 2017.

24

DEPOSIT ACTIVITIES

The mix of deposits by amount at and for the years ended December 31, 2016 and 2017, is provided in Exhibit 19.  There has been a modest change in total deposits and in the deposit mix during this period.  Total deposits decreased from $154.1 million at December 31, 2016, to $151.9 million at December 31, 2017, representing a decrease of $2.2 million or 1.4 percent.  Certificates of deposit decreased from $59.1 million at December 31, 2016, to $51.6 million at December 31, 2107, representing a decrease of $7.5 million or 12.7 percent, while interest and noninterest checking accounts, savings accounts, and MMDA accounts increased $5.3 million from $95.0 million at December 31, 2016, to $100.3 million at December 31, 2017 or 5.6 percent.

Exhibit 20 provides a breakdown of certificates of deposits by maturity and rate as of December 31, 2017.  A modest 16.9 percent of these certificates of deposit mature in six months or less.  The largest category of these certificates based on maturity was certificates maturing over three years, which represented 31.8 percent of certificates.  The smallest category of these certificates based on maturity was certificates with a maturity of over one year and less than two years, totaling $9.2 million, representing 17.9 percent of certificates of deposit.  Long-term certificates of deposit with a maturity of over three years represent a moderate 24.7 percent of deposits.

Exhibit 21 provides a summary of the Bank's deposit activity in fiscal year 2016 and 2017.  Each year indicated negative net deposits with net withdrawals exceeding deposits.  In 2016, there was a net decrease in deposits of $6.2 million, representing a 3.8 percent decrease in deposits.  In 2017, there was a net decrease in deposits of $2.2 million, representing a 1.4 percent decrease in deposits.

25

BORROWINGS

Mid-Southern has not made regular use of FHLB advances in each of the years ended December 31, 2016 and 2017.  The Bank had no FHLB advances at December 31, 2016, or December 31, 2017.

SUBSIDIARIES

Mid-Southern had one active subsidiary at December 31, 2017, Mid-Southern Investments, Inc.  Mid-Southern Investments, Inc. was formed in 2017 to invest in general market municipal bonds.  The Bank's capital investment in Mid-Southern Investments totaled $10.2 million at December 31, 2017.

OFFICE PROPERTIES

Mid-Southern had three retail offices at December 31, 2017, with its home office located in Salem, Indiana, with branches in Orleans, Indiana, and Mitchell, Indiana (reference Exhibit 23).  The Bank also has one loan office in New Albany, Indiana.  At December 31, 2017, the Bank's net investment in premises and equipment, based on depreciated cost, was $2.0 million or 1.15 percent of assets.

MANAGEMENT

The president and chief executive officer of Mid-Southern is Mr. Alexander G. Babey (reference Exhibit 24).  He has served as president and chief executive officer of the Bank since October 2016.  Mr. Babey is also president and chief executive officer of Mid-Southern Bancorp, positions he has held since its formation in January 2018.  He is also a director of the Bank, a position he has held since 2016.  Mr. Babey has been with the Bank since 2013.  He has

26

Management (cont.)

extensive banking experience with particular expertise in lending.  Prior to joining Mid-Southern, he served as executive vice president and senior loan officer at a community bank.  Mr. Frank M. Benson, III, has been the executive vice president and senior loan officer of Mid-Southern since June 2014.   Prior to joining Mid-Southern, he was senior vice president of lending at MainSource Bank from 1998 through June 2014.  Ms. Erica B. Schmidt serves Mid-Southern as executive vice president, chief financial officer and treasurer.  Ms. Schmidt has served as executive vice president and chief financial officer since January 2014.  Prior to that, Ms. Schmidt served the Bank as controller from September 2005 through December 2013.  Ms. Schmidt has been treasurer since 2008 and has been corporate secretary since 2013.

27

II.      DESCRIPTION OF PRIMARY MARKET AREA

Mid-Southern's lending market area encompasses all of Lawrence, Orange and Washington Counties in Indiana and extends into the surrounding area, and the retail market area is currently focused on the communities of Salem, Orleans and Mitchell and their immediately surrounding areas.

  Exhibit 24 shows the trends in population, households and income for Lawrence, Orange and Washington Counties, Indiana and the United States.  The population trends indicate a minimal increases in all three counties.  For the period from 2000 to 2010, population increased by 0.5 percent, 2.8 percent and 3.8 percent in Lawrence County, Orange County and Washington County, with Indiana and the United States increasing in population by 6.6 percent and 9.7 percent, respectively.  Lawrence and Orange Counties are projected to decrease in population at rates of 1.2 percent and 0.1 percent through 2020, with Washington County, Indiana and the United States increasing in population by 0.7 percent, 4.7 percent  and 7.6 percent, respectively, through 2020.

More important is the trend in households.  Washington County experienced a slightly higher 5.7 percent increase in households from 2000 through 2010, compared to increases of 1.5 percent in households in Lawrence County, 3.3 percent increase in households in Orange County, 7.1 percent increase in households in Indiana and 10.7 percent in the United States.  Washington County, Indiana and the United States are projected to increase in households from 2010 through 2020 by 0.7 percent, 4.6 percent and 7.5 percent, respectively.  Lawrence and Orange Counties are projected to decrease in households by 1.2 percent and 0.2 percent, respectively.

Lawrence County had a per capita income level of $17,653 in 2000, with Orange  County, Washington County and Indiana at per capita income levels of $16,717, $16,748 and $20,397, respectively, lower than the United States at $22,162.  Per capita income increased from 2000 to 2010.  Lawrence County's per capita level increased to $21,352.  Orange County's per capita income level increased to $19,119, Washington County's per capita income increased to

28

Description of Primary Market Area (cont.)

$19,278, Indiana's per capita income level increased to $22,806, with all four of those areas still below the United States' $26,059 per capita income level.

In 2000, the median household income level in Lawrence County was $36,280, with Orange and Washington Counties and Indiana at $31,564, $36,630 and $41,567, with median household income in the United States at $41,994.  Median household income increased from 2000 to 2010 by 11.3 percent, 17.6 percent, 8.4 percent, 7.3 percent, and 19.2 percent to $40,380, $37,120, $39,722, $44,613, and $50,046 in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.  These five areas are also projected to show increases in their median household income levels from 2010 through 2020.  Lawrence County is projected to experience an increase in its median household income level by 8.3 percent to $43,724, while Orange and Washington Counties, Indiana and the United States are projected to experience median household income increases of 6.1 percent, 11.2 percent, 18.9 percent, 21.0 percent and 23.1 percent to $45,528, $45,146, $63,822, $54,419 and $61,618, respectively, from 2010 to 2020.

Exhibit 25 provides a summary of key housing data for Lawrence, Orange and Washington Counties, Indiana and the United States.  In 2000, Lawrence County had a rate of owner-occupancy of 78.9 percent, Orange County had a rate of owner-occupancy of a slightly higher 79.1 percent and Washington County had the highest owner-occupancy rate of 81.1 percent.   Indiana and the United States had owner-occupancy rates at 71.4 percent and 66.2 percent, respectively.  As a result, Lawrence County supported a lower rate of renter-occupied housing of 21.1 percent, compared to 20.9 percent in Orange County, 18.9 percent in Washington County, 28.6 percent in Indiana and 33.8 percent in the United States.  In 2010, owner-occupied housing decreased slightly in all three counties to 76.4 percent, 75.0 percent and 78.3 percent, respectively, in Lawrence, Orange and Washington Counties, with Indiana and the United States decreasing in owner-occupied housing to 69.9 percent and 65.1 percent, respectively.  Conversely, the renter- occupied rates increased slightly in Lawrence, Orange and Washington Counties to levels of 23.6 percent, 25.0 percent and 21.7 percent, respectively, with

29

Description of Primary Market Area (cont.)

Indiana and the United States increasing in renter-occupied housing to 30.1 percent and 34.9 percent, respectively, in 2010.

Lawrence County's 2000 median housing value was $75,400, higher than Orange County's median housing value of $63,500, but lower than Washington County at $77,500, Indiana at $94,300 and the United States with a median housing value of $119,600.  The 2000 median rent in Lawrence County was $447, higher than both Orange and Washington Counties' levels of $385 and $418, respectively, and much lower than Indiana and the United States at 2000 levels of $521 and $602 for median rent.  In 2010, median housing values had increased in Lawrence, Orange and Washington Counties, Indiana and the United States to $95,700, $90,200, $101,200, $123,400 and $186,200.  The 2010 median rent levels were $602, $587, $610, $719 and $871 in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.

In 2000, the major source of employment for all area–except Washington County–by industry group, based on share of employment, was the services industry.  The services industry was responsible for the majority of employment with 40.8 percent of jobs in Lawrence County, 34.5 percent of jobs in Orange County, 31.0 percent of jobs in Washington County, 40.9 percent of jobs in Indiana and 46.7 percent in the United States (reference Exhibit 26).  The manufacturing sector held the highest percentage of jobs in Washington County.  The manufacturing sector was the second major employer in Lawrence, Orange and Washington Counties and Indiana at 28.6 percent, 29.5 percent, 33.0 percent, and 22.9 percent, respectively, with the wholesale-retail industry the second largest employer in the United States at 15.3 percent of employment.  The construction group was the third major overall employer in all three counties and Indiana with 12.8 percent, 13.5 percent, 13.2 percent and 15.2 percent of employment in Lawrence, Orange and Washington Counties and Indiana.  The manufacturing industry employed the third largest amount of persons in the United States at 14.1 percent.

30

Description of Primary Market Area (cont.)

In 2010, the services industry, manufacturing industry and wholesale/retail industry provided the first, second and third highest levels of employment, respectively, for all areas.  The services industry accounted for 50.7 percent, 47.2 percent, 42.1 percent, 48.0 percent and 51.2 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.  The manufacturing industry provided for 16.9 percent, 20.9 percent, 23.4 percent, 18.3 percent and 15.0 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.  The wholesale/retail industry was the third largest employer in all areas in 2010, accounting for 14.2 percent, 9.5 percent, 12.2 percent, 14.3 percent and 14.8 percent of employment in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.

Some of the largest employers in Washington County are listed below.

Employer Product/Service

Kimball Office Casegoods Manufacturing Manufacturing

Peerless Gear Manufacturing

Gkn Sinter Metals Manufacturing

Net Shape Technologies, Inc. Manufacturing

Walmart Retail

John Jones Auto Group Retail (Auto Sales)

Jay C Food Stores Retail

Blue River Wood Products Manufacturing

Jean's Extrusions Manufacturing

St. Vincent Salem Hospital Medical Services

The unemployment rate is another key economic indicator.  Exhibit 27 shows the unemployment rates Lawrence, Orange and Washington Counties, Indiana and the United States in 2013 through 2017.  Lawrence County has been characterized by slightly higher unemployment rates with both Lawrence and Orange Counties having higher rates in 2016 than all other areas.  In 2013, Lawrence County had an unemployment rate of 10.1 percent, compared to unemployment rates of 9.9 percent in Orange County, 8.7 percent in Washington County, 7.7 percent in Indiana and 7.4 percent in the United States.  In 2014, Lawrence County's rate of unemployment decreased to 8.1 percent compared to a decrease to 7.7 percent in Orange County

31

Description of Primary Market Area (cont.)

and decreases to 6.6 percent in Washington County, 6.0 percent in Indiana and 6.2 percent in the United States.  In 2015, all areas had increases in unemployment rates to 6.5 percent, 6.0 percent, 5.2 percent, 4.8 percent and 5.3 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.  In 2016, the unemployment rates in all areas again decreased:  to 5.7 percent in Lawrence County, to 5.1 percent in Orange County, to 4.5 percent in Washington County, to 4.4 percent in Indiana and to 4.9 percent in the United States.  Through 2017, unemployment rates decreased in Lawrence, Orange and Washington Counties to 4.5 percent, 4.0 percent and 3.7 percent, respectively, decreased to 3.5 percent in  Indiana, and decreased to 4.4 percent in the United States.

Exhibit 28 provides deposit data for banks and thrifts in Lawrence, Orange and Washington Counties.  Mid-Southern's deposit base was approximately $153.0 million or a strong share of the $301.4 million total thrift deposits but a smaller share of the total deposits, which were approximately $949.6 million as of June 30, 2017.  It is evident from the size of the thrift deposits and bank deposits that Mid-Southern has a moderate deposit base in the three-county area but a higher level of 50.8 percent market penetration for thrifts deposits in the three-county area.

Exhibit 29 provides interest rate data for each quarter for the years 2014 through 2017.  The interest rates tracked are the Prime Rate, as well as 90-Day, One-Year and Thirty-Year Treasury Bills.  Short term interest rates experienced a stable trend in 2014, followed by a slightly rising trend in 2015 and stronger increases in 2016 and 2017.

32

SUMMARY

In summary, population increased by an average of 2.4 percent in the three market area counties from 2000 to 2010, and the number of households increased in an average of 3.5 percent in the three market area counties.  The 2010 median household income in all three market area counties was lower than state and national levels.  All three counties' 2017 unemployment rates were higher than the state rate with Lawrence County higher than the national rate.  According to the 2010 Census, median housing values were $95,700, $90,200, $101,200, $123,400, and $186,200 for Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.  More recently, the 2012-2016 American Community Survey 5-Year Estimates (Census Bureau) indicates median housing values of $103,400 in Lawrence County, $88,400 in Orange County, $104,600 in Washington County, $126,500 in Indiana and $184,700 in the United States.

The Corporation holds deposits of approximately 50.8 percent of all thrift deposits in the three-county market area as of June 30, 2017, and a modest 16.1 percent share of the larger total deposit base of $949.6 million.

33

III. COMPARABLE GROUP SELECTION

Introduction

Integral to the valuation of the Corporation is the selection of an appropriate group of publicly traded thrift institutions, hereinafter referred to as the "comparable group."  This section identifies the comparable group and describes each parameter used in the selection of each institution in the group, resulting in a comparable group based on such specific and detailed parameters, current financials and recent trading prices.  The various characteristics of the selected comparable group provide the primary basis for making the necessary adjustments to the Corporation's pro forma value relative to the comparable group.  There is also a recognition and consideration of financial comparisons with all publicly traded, FDIC-insured thrifts in the United States and all publicly traded, FDIC-insured thrifts in the Midwest region.

Exhibits 30 and 31 present Share Data and Pricing Ratios and Key Financial Data and Ratios, respectively, both individually and in aggregate, for the universe of 134 publicly traded, FDIC-insured thrifts in the United States ("all thrifts"), excluding mutual holding companies, used in the selection of the comparable group and other financial comparisons.  Exhibits 30 and 31 also subclassify all thrifts by region, including the 41 publicly traded Midwest thrifts ("Midwest thrifts") and the 7 publicly traded thrifts in Indiana ("Indiana thrifts").  Exhibit 30 presents prices, pricing ratios and price trends for all publicly traded FDIC-insured thrifts.

The selection of the comparable group was based on the establishment of both general and specific parameters using financial, operating and asset quality characteristics of the Corporation as determinants for defining those parameters.  The determination of parameters was also based on the uniqueness of each parameter as a normal indicatorof a thrift institution's operating philosophy and perspective.  The parameters established and defined are considered to be both reasonable and reflective of the Corporation's basic operation.

34

Introduction  (cont.)

Inasmuch as the comparable group must consist of at least ten institutions, the parameters relating to asset size and geographic location have been expanded as necessary in order to fulfill this requirement.

GENERAL PARAMETERS

Merger/Acquisition

The comparable group will not include any institution that is in the process of a merger or acquisition as a target at February 28, 2018, due to the price impact of such a pending transaction.  There was one thrift institution that was a potential comparable group candidate but had to be eliminated due to its involvement in a merger/acquisition.

Institution	State
Jacksonville Bancorp	Illinois

There are no pending merger/acquisition transactions involving thrift institutions that were potential comparable group candidates in the Corporation's city, county or market area as indicated in Exhibit 33.

Trading Exchange

It is necessary that each institution in the comparable group be listed on one of the three major stock exchanges, the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation System (NASDAQ).  Such a listing indicates that an institution's stock has demonstrated trading activity and is responsive to normal market conditions, which are requirements for listing.  Of the 134 publicly traded, FDIC-insured savings institutions,

35

Trading Exchange (cont.)

excluding the 22 mutual holding companies, 3 are traded on the New York Stock Exchange and 73 are traded on NASDAQ. There were an additional 22 traded over the counter and 35 institutions listed in the Pink Sheets, but they were not considered for the comparable group selection.

IPO Date

Another general parameter for the selection of the comparable group is the initial public offering ("IPO") date, which must be at least four quarterly periods prior to December 31, 2017, in order to insure at least four consecutive quarters of reported data as a publicly traded institution.  The resulting parameter is a required IPO date prior to December 31, 2016.

Geographic Location

The geographic location of an institution is a key parameter due to the impact of various economic and thrift industry conditions on the performance and trading prices of thrift institution stocks.  Although geographic location and asset size are the two parameters that have been developed incrementally to fulfill the comparable group requirements, the geographic location parameter has nevertheless eliminated regions of the United States distant to the Corporation, including the West and Southwest regions.

The geographic location parameter consists of the Midwest, North Central, Southern and Northeast for a total of fifteen states.  To extend the geographic parameter beyond those states could result in the selection of similar thrift institutions with regard to financial conditions and operating characteristics, but with different pricing ratios due to their geographic regions.  The result could then be an unrepresentative comparable group with regard to price relative to the parameters and, therefore, an inaccurate value.

36

Asset Size

Asset size was another key parameter used in the selection of the comparable group.  The  total asset size for any potential comparable group institution was $1.0 billion or less, due to the general similarity of asset mix and operating strategies of institutions within this asset range, compared to the Corporation, with assets of approximately $177 million.  Such an asset size parameter was necessary to obtain an appropriate comparable group of at least ten institutions.

In connection with asset size, we did not consider the number of offices or branches in selecting or eliminating candidates, since that characteristic is directly related to operating expenses, which are recognized as an operating performance parameter.

SUMMARY

Exhibits 36 and 37 show the 27 institutions considered as comparable group candidates after applying the general parameters, with the outlined institutions being those ultimately selected for the comparable group using the balance sheet, performance and asset quality parameters established in this section.

BALANCE SHEET PARAMETERS

Introduction

The balance sheet parameters focused on seven balance sheet ratios as determinants for selecting a comparable group, as presented in Exhibit 34.  The balance sheet ratios consist of the following:

1.Cash and investments to assets

2.Mortgage-backed securities to assets

37

Introduction (cont.)

3.One- to four-family loans to assets

4.Total net loans to assets

5.Total net loans and mortgage-backed securities to assets

6.Borrowed funds to assets

7.Equity to assets

The parameters enable the identification and elimination of thrift institutions that are distinctly and functionally different from the Corporation with regard to asset mix.  The balance sheet parameters also distinguish institutions with a significantly different capital position from the Corporation.  The ratio of deposits to assets was not used as a parameter as it is directly related to and affected by an institution's equity and borrowed funds ratios, which are separate parameters.

Cash and Investments to Assets

The Bank's ratio of cash and investments to assets, excluding mortgage-backed securities, was 17.14 percent at December 31, 2017, and reflects the Corporation's share of cash and investments higher than the national and regional averages of 12.47 percent and 13.74 percent, respectively.  The Bank's investments have consisted primarily of U.S. government and federal agency securities, municipal securities and interest-bearing deposits.  For its two most recent fiscal years ended December 31, 2017, the Corporation's average ratio of cash and investments to assets was a lower 16.10 percent, ranging from a high of 17.14 percent in 2017 to a low of 15.06 percent in 2016.  It should be noted that, for the purposes of comparable group selection, the Corporation's $777,600 balance of Federal Home Loan Bank stock at December 31, 2017, is included in the other assets category, rather than in cash and investments, in order to be consistent with reporting requirements and sources of statistical and comparative analysis related to the universe of comparable group candidates and the final comparable group.

38

Cash and Investments to Assets (cont.)

The parameter range for cash and investments is has been defined as 25.0 percent or less of assets, with a midpoint of 12.5 percent.

Mortgage-Backed Securities to Assets

At December 31, 2017, the Corporation's ratio of mortgage-backed securities to assets was a strong 13.05 percent, higher than the national average of 7.34 percent and higher than the regional average of 7.57 percent for publicly traded thrifts.  The Bank's two most recent fiscal year average is a higher 14.12 percent, higher than industry averages.

Inasmuch as many institutions purchase mortgage-backed securities as an alternative to both lending, relative to cyclical loan demand and prevailing interest rates, and other investment vehicles, this parameter is also fairly broad at 20.0 percent or less of assets and a midpoint of 10.0 percent.

One- to Four-Family Loans to Assets

The Corporation's lending activity is focused on the origination of residential mortgage loans secured by one- to four-family dwellings.  One- to four-family loans, excluding construction loans, represented 45.22 percent of the Corporation's assets at December 31, 2017, which is lower than its ratios of 45.59 percent at December 31, 2016. The parameter for this characteristic is 55.0 percent of assets or less in one- to four-family loans with a midpoint of 27.5 percent.

39

Total Net Loans to Assets

At December 31, 2017, the Corporation had a 65.03 percent ratio of total net loans to assets and a slightly higher than its two-year fiscal year average of 64.75 percent, with the current ratio being lower than the national average of 72.85 percent and the regional average of 70.15 percent for publicly traded thrifts. The Corporation's ratio of total net loans to assets changed from 64.47 percent of total assets in fiscal year 2016 to 65.03 percent in fiscal year 2017.

The parameter for the selection of the comparable group is from 50.0 percent to 95.0 percent with a midpoint of 67.5 percent.  The lower end of the parameter range relates to the fact that, as the referenced national and regional averages indicate, many institutions hold greater volumes of investment securities and/or mortgage-backed securities as cyclical alternatives to lending, but may otherwise be similar to the Corporation.

Total Net Loans and Mortgage-Backed Securities to Assets

As discussed previously, the Corporation's shares of mortgage-backed securities to assets and total net loans to assets were 13.05 percent and 65.03 percent, respectively, for a combined share of 78.08 percent.  Recognizing the industry and regional ratios of 80.2 percent and 77.7 percent, respectively, the parameter range for the comparable group in this category is 70.0 percent to 95.0 percent, with a midpoint of 82.5 percent.

Borrowed Funds to Assets

The Corporation had no borrowed funds at December 31, 2017, which is below the current industry average of 10.17 percent.  The Corporation also had no borrowed funds at December 31, 2014 and 2015.

40

Borrowed Funds to Assets (cont.)

The use of borrowed funds by some institutions indicates an alternative to retail deposits and may provide a source of longer term funds.  The federal insurance premium on deposits has also increased the attractiveness of borrowed funds.  The institutional demand for borrowed funds has decreased in recent years, due to much lower rates paid on deposits.  Additionally, many thrifts are not aggressively seeking deposits, since quality lending opportunities have diminished in the current economic environment.

The parameter range of borrowed funds to assets is 15.0 percent or less with a midpoint of 7.5 percent.

Equity to Assets

The Corporation's equity to assets ratio was 13.67 percent at December 31, 2017, 12.91 percent at December 31, 2016, and 12.01 percent at December 31, 2015, averaging 12.86 percent for the three fiscal years ended December 31, 2017.  The Bank's dollar equity increased in each of the past three fiscal years, also increasing at December 31, 2017, for a total 10.0 percent increase from December 31, 2015, to December 31, 2017, and a 5.4 percent increase from December 31, 2016 to December 31, 2017.  After conversion, based on the midpoint value of $27.0 million and a public offering of $19.1 million, with 50.0 percent of the net proceeds of the public offering going to the Bank, its equity is projected to increase within the range of 17.0 percent to 18.0 percent of assets, with the Corporation within the range of 20.0 percent to 21.0 percent of assets.

Based on those equity ratios, we have defined the equity ratio parameter to be 8.0 percent to 15.0 percent with a midpoint ratio of 11.5 percent.

41

PERFORMANCE PARAMETERS

Introduction

Exhibit 35 presents five parameters identified as key indicators of the Corporation's earnings performance and the basis for such performance both historically and during the four quarters ended December 31, 2017.  The primary performance indicator is the Corporation's core return on average assets (ROAA).  The second performance indicator is the Corporation's core return on average equity (ROAE).  To measure the Corporation's ability to generate net interest income, we have used net interest margin.  The supplemental source of income for the Corporation is noninterest income, and the parameter used to measure this factor is the ratio of noninterest income to average assets.  The final performance indicator is the Corporation's ratio of operating expenses or noninterest expenses to average assets, a key factor in distinguishing different types of operations, particularly institutions that are aggressive in secondary market activities, which often results in much higher operating costs and overhead ratios.

Return on Average Assets

The key performance parameter is core ROAA.  For the year ended December 31, 2017, the Corporation's core ROAA was 0.54 percent based on core earnings after taxes of $960,000, as detailed in Item I of this Report. The Corporation's ROAAs in its most recent two fiscal years of 2016 and 2017 were 0.64 percent and 0.67 percent, respectively, with a two fiscal year average ROAA of 0.66 percent.

Considering the historical and current earnings performance of the Corporation, the range for the ROAA parameter based on core income has been defined as 1.00 percent or less with a midpoint of 0.50 percent.

42

Return on Average Equity

The ROAE has been used as a secondary parameter to eliminate any institutions with an unusually high or low ROAE that is inconsistent with the Corporation's position. The Corporation's core ROAE for the year ended December 31, 2017, was 5.10 percent based on core income.  In its most recent two fiscal years, the Corporation's average ROAE was 5.09 percent, from 5.08 percent in 2016 to 5.10 percent in 2017.

The parameter range for ROAE for the comparable group, based on core income, is 9.00 percent or less with a midpoint of 4.5 percent.

Net Interest Margin

The Corporation had a net interest margin of 3.44 percent for the year ended

December 31, 2017, representing net interest income as a percentage of average interest-earning assets.  The Corporation's net interest margin levels in its prior fiscal year of 2016 was 3.37 percent, averaging 3.41 percent for the prior two fiscal years.

The parameter range for the selection of the comparable group is from a low of 2.75 percent to a high of 4.75 percent with a midpoint of 3.75 percent.

Operating Expenses to Assets

For the year ended December 31, 2017, the Corporation had a 2.96 percent ratio of operating expense to average assets.  In its two most recent fiscal years of 2016 and 2017, the Corporation's expense ratio averaged 2.98 percent, from a low of 2.96 percent in fiscal year 2017 to a high of 2.99 percent in fiscal year 2016.

43

Operating Expenses to Assets (cont.)

The operating expense to assets parameter for the selection of the comparable group is from a low of 2.25 percent to a high of 3.25 percent with a midpoint of 2.75 percent.

Noninterest Income to Assets

Compared to publicly traded thrifts, the Corporation has experienced a lower than average level of noninterest income as a source of additional income. The Corporation's ratio of noninterest income to average assets was 0.50 percent for the year ended December 31, 2017.  For its most recent two fiscal years ended December 31, 2016 and 2017, the Corporation's ratio of noninterest income to average assets was 0.41 percent and 0.50 percent, respectively, for an average of 0.46 percent.

The range for this parameter for the selection of the comparable group is 1.20 percent of average assets or less, with a midpoint of 0.60 percent.

ASSET QUALITY PARAMETERS

Introduction

The final set of financial parameters used in the selection of the comparable group are asset quality parameters, also shown in Exhibit 35.  The purpose of these parameters is to insure that the thrift institutions in the comparable group as a group have an asset quality position similar to that of the Corporation.  The three defined asset quality parameters are the ratios of nonperforming assets to total assets, repossessed assets to total assets and loan loss reserves to total assets at the end of the most recent period.

44

Nonperforming Assets to Total Assets

The Corporation's ratio of nonperforming assets to assets was 1.17 percent at

December 31, 2017, which was higher than the national average of 0.70 percent for publicly traded thrifts and the average of 0.72 percent for Midwest thrifts.  The Corporation's ratio of nonperforming assets to total assets averaged 1.34 for its most recent two fiscal years ended December 31, 2017, from a high of 1.50 percent in fiscal year 2016 to a low of 1.17 percent in fiscal year 2017.

The comparable group parameter for nonperforming assets is 1.40 percent or less of total assets, with a midpoint of 0.70 percent.

Repossessed Assets to Assets

The Corporation had repossessed assets of $176,000 at December 31, 2017, representing a ratio to total assets of 0.10 percent, following a ratio of repossessed assets to total assets of 0.18 percent.  National and regional averages were 0.14 percent and 0.16 percent, respectively, for publicly traded thrift institutions.

The range for the repossessed assets to total assets parameter is 0.50 percent of assets or less with a midpoint of 0.25 percent.

Loans Loss Reserves to Assets

The Corporation had an allowance for loan losses of $1,723,000, representing a loan loss allowance to total assets ratio of 0.98 percent at December 31, 2017, which was lower than its 1.41 percent ratio at December 31, 2016.

45

Loans Loss Reserves to Assets (cont.)

The loan loss allowance to assets parameter range used for the selection of the comparable group required a minimum ratio of 0.30 percent of assets.

THE COMPARABLE GROUP

With the application of the parameters previously identified and applied, the final comparable group represents ten institutions identified in Exhibits 36, 37 and 38.  The comparable group institutions range in size from $262.8 million to $982.9 million with an average asset size of $615.0 million and have an average of 9.0 offices per institution.  The comparable group institutions are located in Maryland, Minnesota, Nebraska, Louisiana, Illinois, Kentucky, Indiana, New York, Pennsylvania and Wisconsin, and all ten are traded on NASDAQ.

The comparable group institutions as a unit have a ratio of equity to assets of 12.4 percent, which is 1.9 percent higher than all publicly traded thrift institutions in the United States; and for the most recent four quarters indicated a core return on average assets of 0.62 percent, lower than all publicly traded thrifts at 0.80 percent, lower than the publicly traded Midwest thrifts at 0.85 percent and Indiana thrifts at 0.86 percent.

46

IV. ANALYSIS OF FINANCIAL PERFORMANCE

This section reviews and compares the financial performance of the Corporation to all publicly traded thrifts and to publicly traded thrifts in the Midwest region, as well as to the ten institutions constituting the Corporation's comparable group, as selected and described in the previous section.  The comparative analysis focuses on financial condition, earning performance and pertinent ratios as presented in Exhibits 37 through 42.

As presented in Exhibits 39 and 40, at December 31, 2017, the Corporation's total equity of 13.67 percent of assets was higher than the comparable group at 12.37 percent, all thrifts at 12.14 percent and Midwest thrifts at 11.76 percent.  The Corporation had a 65.03 percent share of net loans in its asset mix, lower than the comparable group at 76.48 percent, all thrifts at 72.85 percent and Midwest thrifts at 70.15 percent.  The Corporation's higher share of net loans and 17.14 percent share of cash and investments, higher than industry averages, resulted in its higher 13.05 percent share of mortgage-backed securities.  The comparable group had a lower 9.99 percent share of cash and investments and a lower 7.47 percent share of mortgage-backed securities.  All thrifts had 7.34 percent of assets in mortgage-backed securities and 12.47 percent in cash and investments.  The Corporation's 85.97 percent share of deposits was higher than the comparable group, all thrifts and Midwest thrifts, reflecting the Corporation's absence of borrowed funds.  As ratios to assets, the comparable group had 80.93 percent of deposits and 6.40 percent of borrowed funds.  All thrifts averaged a 76.44 percent share of deposits and 10.17 percent of borrowed funds, while Midwest thrifts had a 76.42 percent share of deposits and a 9.03 percent share of borrowed funds.  The Corporation had no goodwill and intangible assets, compared to 0.65 percent for the comparable group, 0.54 percent for all thrifts and 0.29 percent for Midwest thrifts.

Operating performance indicators are summarized in Exhibits 43, 44 and 45 and provide a synopsis of key sources of income and key expense items for the Corporation in comparison to the comparable group, all thrifts, and regional thrifts for the trailing four quarters.

47

Analysis of Financial Performance  (cont.)

As shown in Exhibit 43, for the year ended December 31, 2017, the Corporation had a yield on average interest-earning assets lower than the comparable group, all thrifts and Midwest thrifts.  The Corporation's yield on interest-earning assets was 3.83 percent compared to the comparable group at 4.24 percent, all thrifts at 4.07 percent and Midwest thrifts at 3.94 percent.

The Corporation's cost of funds for the year ended December 31, 2017, was lower than the comparable group, all thrifts and Midwest thrifts.  The Corporation had an average cost of interest-bearing liabilities of 0.48 percent compared to 0.78 percent for the comparable group, 0.81 percent for all thrifts, and 0.73 percent for Midwest thrifts.  The Corporation's lower yield on interest-earning assets and lower interest cost resulted in a net interest spread of 3.35 percent, which was lower than the comparable group at 3.45 percent and higher than all thrifts at 3.24 percent and Midwest thrifts at 3.21 percent.  The Corporation generated a net interest margin of 3.44 percent for the year ended December 31, 2017, based on its ratio of net interest income to average interest-earning assets, which was lower than the comparable group ratio of 3.56 percent.  All thrifts averaged a similar 3.42 percent net interest margin for the trailing four quarters, with Midwest thrifts at a lower 3.35 percent.

The Corporation's major source of earnings is interest income, as indicated by the operations ratios presented in Exhibit 42.  The Corporation had a $700,000 credit to provision for loan losses during the year ended December 31, 2017, representing (0.40)percent of average assets.  The average provision for loan losses for the comparable group was 0.11 percent, with all thrifts at 0.21 percent and Midwest thrifts at 0.20 percent.

 The Corporation's total noninterest income was $884,000 or 0.50 percent of average assets for the year ended December 31, 2017.  Such a lower ratio of noninterest income to average assets was below the comparable group at 0.85 percent, and lower than all thrifts at 0.88 percent and Midwest thrifts at 1.03 percent.  For the year ended December 31, 2017, the Corporation's operating expense ratio was 2.96 percent of average assets, higher than the

48

Analysis of Financial Performance  (cont.)

comparable group at 2.85 percent and all thrifts at 2.92 percent and lower than Midwest thrifts at 3.15 percent.

The overall impact of the Corporation's income and expense ratios is reflected in its net income and return on assets.  For the year ended December 31, 2017, the Corporation had a net ROAA of 0.66 percent and a lower core ROAA of 0.54 percent.  For its most recent four quarters, the comparable group had a similar net ROAA of 0.64 percent and higher core ROAA of 0.62 percent.  All publicly traded thrifts averaged a higher net ROAA of 0.90 percent and 0.80 percent core ROAA, with Midwest thrifts at a 0.88 percent net ROAA and a 0.85 percent core ROAA.

49

V. MARKET VALUE ADJUSTMENTS

This is a conclusive section where adjustments are made to determine the pro forma market value or appraised value of the Corporation based on a comparison of Mid-Southern with the comparable group.  These adjustments will take into consideration such key items as earnings performance, primary market area, financial condition, asset and deposit growth, dividend payments, subscription interest, liquidity of the stock to be issued, management, and market conditions or marketing of the issue.  It must be noted that all of the institutions in the comparable group have their differences among themselves and relative to the Bank, and, as a result, such adjustments become necessary.

EARNINGS PERFORMANCE

In analyzing earnings performance, consideration was given to net interest income, the amount and volatility of interest income and interest expense relative to changes in market area conditions and to changes in overall interest rates, the quality of assets as it relates to the presence of problem assets which may result in adjustments to earnings, due to provisions for loan losses, the balance of current and historical nonperforming assets and real estate owned, the balance of valuation allowances to support any problem assets or nonperforming assets, the amount and volatility of noninterest income, and the amount and ratio of noninterest expenses to assets.  The earnings performance analysis was based on the Bank's respective net and core earnings for the twelve months ended December 31, 2017, with comparisons to the core earnings of the comparable group, all thrifts and other geographical subdivisions along with a review of historical earnings trend.

As discussed earlier, the Bank experienced decreases in its assets, deposits and gross loans in fiscal 2014, 2015 and 2016, followed by a modest decrease in assets, deposits, and gross loans in 2017.  The Bank also experienced a decrease in nonperforming assets and has focused on maintaining a competitive net interest margin, monitoring and strengthening its ratio

50

Earnings Performance  (cont.)

of interest sensitive assets relative to interest sensitive liabilities, thereby maintaining its overall interest rate risk, and maintaining adequate allowances for loan losses to reduce the impact of any charge-offs.  Historically, the Bank has closely monitored its yields and costs, resulting in a net interest margin, which has been similar to industry averages due to its lower cost of funds, with a 3.44 percent net interest margin for the year ended December 31, 2017, which was similar to the industry average of 3.42 percent but lower than the comparable group average of 3.56 percent.  During its past two fiscal years, Mid-Southern's ratio of interest expense to interest-bearing liabilities has decreased slightly from 0.51 percent in fiscal year 2016 to 0.48 percent in fiscal year 2017, which was below the industry average.  The Bank's cost of funds ratio of 0.48 percent for the year ended December 31, 2017, was lower than the average of 0.78 percent for the comparable group and lower than the average of 0.81 percent for all thrifts.  Following the second stage offering, the Bank will strive to maintain its net interest margin, maintain its noninterest income, maintain its net income, increase its loan portfolio, control its return on assets, reduce its higher balance of nonperforming and classified assets, and closely monitor its interest rate risk.

The Bank has experienced an increase in loan originations in fiscal year 2017, but had a stronger increase in principal payments in 2017, resulting in a net decrease in loan activity.

From December 31, 2016, to December 31, 2017, many categories of loans including one- to four-family residential mortgage loans, residential construction loans, commercial real estate loans and consumer loans had decreases in their balances.  One- to four-family loans indicated a dollar decrease of $1.1 million or 1.3 percent, decreasing from $81.0 million to $79.9 million.  Commercial real estate loans decreased by $869,000 or 3.7 percent from December 31, 2016, to December 31, 2017.  Other key changes were residential construction loans, which decreased $659,000 or 85.9 percent, and commercial real estate construction loans, which increased $1.4 million or 190.3 percent.  Overall, the Bank's lending activities resulted in a total loan decrease of $413,000 or 0.4 percent and a net loan increase of $374,000 or 0.3 percent from

51

Earnings Performance (cont.)

December 31, 2016, to December 31, 2017, due to the Bank's $700,000 credit to provision for loan losses.

The impact of Mid-Southern's primary lending efforts has been to generate a yield on average interest-earning assets of 3.83 percent for the year ended December 31, 2017, compared to a higher 4.24 percent for the comparable group, 4.07 percent for all thrifts, 3.94 percent for Midwest thrifts, and 3.88 percent for Indiana thrifts.  The Bank's ratio of interest income to average assets was 3.66 percent for the year ended December 31, 2017, lower than the comparable group at 3.92 percent and all thrifts at 3.71 percent, and higher than Midwest thrifts at 3.61 percent, and Indiana thrifts at 3.49 percent, reflecting the Bank's larger share of securities.

Mid-Southern's 0.48 percent cost of interest-bearing liabilities for the year ended December 31, 2017, was lower than the comparable group at 0.78 percent, all thrifts at 0.81 percent, Midwest thrifts at 0.73 percent, and Indiana thrifts at 0.53 percent.  The Bank's resulting net interest spread of 3.35 percent for the year ended December 31, 2017, was lower than the comparable group at 3.45 percent, higher than all thrifts at 3.24 percent, Midwest thrifts at 3.21 percent and similar to Indiana thrifts at 3.35 percent.  The Bank's net interest margin of 3.44 percent, based on average interest-earning assets for the year ended December 31, 2017, was lower than the comparable group at 3.56 percent, similar to all thrifts and Indiana thrifts at 3.42 percent and higher than Midwest thrifts at 3.35 percent.

The Bank's ratio of noninterest income to average assets was 0.50 percent for the year ended December 31, 2017, which was noticeably lower than the comparable group at 0.85 percent, lower than all thrifts at 0.88 percent, Midwest thrifts at 1.03 percent and Indiana thrifts at 1.07 percent.

The Bank's operating expenses were higher than the comparable group, all thrifts and Indiana thrifts.  For the year ended December 31, 2017, Mid-Southern had an operating expense to assets ratio of 2.96 percent compared to 2.85 percent for the comparable group, 2.92 percent

52

Earnings Performance  (cont.)

for all thrifts and Indiana thrifts and 3.15 percent for Midwest thrifts.  Mid-Southern had a higher 78.30 percent efficiency ratio for the year ended December 31, 2017, compared to the comparable group with an efficiency ratio of 58.8 percent.  The efficiency ratio for all publicly traded thrifts was 59.7 percent for the most recent twelve months.

For the year ended December 31, 2017, Mid-Southern generated a lower ratio of noninterest income, a higher ratio of noninterest expenses and lower net interest margin relative to its comparable group.  The Bank had a (0.40) percent provision for loan losses during the year ended December 31, 2017, compared to the comparable group at 0.11 percent of assets, all thrifts at 0.21 percent and Midwest thrifts at 0.20 percent.  The Bank's allowance for loan losses to total loans of 1.48 percent was higher than the comparable group and also higher than all thrifts.  The Bank's 83.4 percent ratio of reserves to nonperforming assets was lower than the comparable group at 158.8 percent and lower than all thrifts at 135.2 percent.

The Bank's net ROAA was similar to the comparable group, and core ROAA for the year ended December 31, 2017, was lower than the comparable group.  Based on net earnings, the Bank had a return on average assets of 0.66 percent for the year ended December 31, 2017, and a return on average assets of 0.64 percent in fiscal years 2016.  The Bank had a core ROAA of 0.54 percent in 2017.  For their most recent four quarters, the comparable group had a similar net ROAA of 0.64 percent and a higher core ROAA of 0.62 percent, while all thrifts indicated a higher net ROAA and higher core ROAA of 0.90 percent and 0.80 percent, respectively.  Midwest thrifts indicated a net ROAA of 0.88 percent and a core ROAA of 0.85 percent, and Indiana thrifts indicated a higher net ROAA of 0.97 percent and higher core ROAA of 0.86 percent.

Following its second stage conversion, Mid-Southern's earnings will continue to be dependent on a combination of the overall trends in interest rates, the consistency, reliability and variation of its noninterest income and overhead expenses, its asset quality and its future reduced  needs for provisions for loan losses.  Earnings are projected to decrease in 2018, 2019 and 2020.

53

Earnings Performance (cont.)

In recognition of the foregoing earnings related factors, considering Mid-Southern's historical, current and projected performance measures, a downward  adjustment has been made to the Corporation's pro forma market value for earnings performance.

MARKET AREA

Mid-Southern's lending market consists of Lawrence, Orange and Washington Counties in Indiana.  As discussed in Section II, population increased in the three market area counties by an average of 2.4 percent from 2000 to 2010, and the number of households increased in the three market area counties by an average of 3.5 percent.  Both population and households are projected to decrease by a three-county average of 0.2 percent through 2020.  The 2010 median household income in all three market area counties was lower than state and national levels.  All three counties' 2017 unemployment rates were higher than the state rate with Lawrence County's rate slightly higher than the national rate.  According to the 2010 Census, median housing values were $95,700, $90,200, $101,200, $123,400 and $186,200 for Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.

The Corporation holds deposits of approximately 50.8 percent of all thrift deposits in the three-county market area as of June 30, 2017, and a lesser 16.1 percent share of the total deposit base of $949.6 million.

In recognition of the foregoing factors, recognizing the contrast in the Bank's Indiana market, we believe that a downward adjustment is warranted for the Bank's market area.

54

FINANCIAL CONDITION

The financial condition of Mid-Southern is discussed in Section I and shown in Exhibits 1, 2, 5, and 12 through 23, and is compared to the comparable group in Exhibits 38, 39 and 40.  The Bank's ratio of total equity to total assets was 13.67 percent at December 31, 2017, which was modestly higher than the comparable group at 12.37 percent, all thrifts at 12.14 percent and Midwest thrifts at 11.76 percent.  Based on the second stage offering completed at the midpoint of the valuation range, the Corporation's pro forma equity to assets ratio will increase to 20.70 percent and the Bank's pro forma equity to assets ratio will increase to 17.47 percent.

The Bank's mix of assets and liabilities indicates both similarities to and variations from its comparable group.  Mid-Southern had a moderately lower 65.0 percent ratio of net loans to total assets at December 31, 2017, compared to the comparable group at 76.5 percent. All thrifts indicated a higher 72.9 percent, as did Midwest thrifts at 70.2 percent.  The Bank's 17.1 percent share of cash and investments was higher than the comparable group at 10.0 percent, while all thrifts were at 12.5 percent and Midwest thrifts were at 13.7 percent.  Mid-Southern's 13.1 percent ratio of mortgage-backed securities to total assets was also higher than the comparable group at 7.5 percent and all thrifts at 7.3 percent and higher than Midwest thrifts at 7.6 percent.

The Bank's 86.0 percent ratio of deposits to total assets was modestly higher than the comparable group at 80.9 percent, higher than all thrifts at 76.4 percent and higher than Midwest thrifts at 76.4 percent.  Mid-Southern's higher ratio of deposits was due to its absence of borrowed funds but higher share of equity of 13.7 percent, compared to the comparable group at 12.4 percent of equity to total assets, with all thrifts at 12.1 percent and Midwest thrifts at 11.8 percent.  Mid-Southern had borrowed funds of zero percent of assets at December 31, 2017, lower than the comparable group at 6.4 percent, and lower than all thrifts at 10.2 percent and Midwest thrifts at 9.0 percent.  In fiscal year 2017, total deposits decreased by $2.2 million or 1.4 percent, typical of the Bank.  During fiscal year 2016, Mid-Southern's deposits decreased by $6.2 million or 3.8 percent from $160.2 million to $154.0 million.

55

Financial Condition  (cont.)

Mid-Southern had lower goodwill or intangible assets of zero percent and had a similar share of repossessed real estate at December 31, 2017.  The Bank had repossessed real estate of $176,000 or 0.10 percent of assets at December 31, 2017.  This compares to ratios of 0.65 percent for goodwill and intangible assets and 0.10 percent for real estate owned, for the comparable group.  All thrifts had a goodwill and intangible assets ratio of 0.54 percent and a real estate owned ratio of 0.14 percent.

The financial condition of Mid-Southern is impacted by its currently higher than average balance of nonperforming assets of $2.1 million or 1.17 percent of total assets at

December 31, 2017, compared to a lower 0.80 percent for the comparable group, 0.70 percent for all thrifts, and 0.72 percent for Midwest thrifts.  The Bank's ratio of nonperforming assets to total assets was 1.53 percent at December 31, 2016, and 1.88 percent at December 31, 2015.

At December 31, 2017, Mid-Southern had $1,723,000 of allowances for loan losses, which represented 0.98 percent of assets and 1.48 percent of total loans.  The comparable group indicated lower allowances , relative to assets and loans, equal to 0.91 percent of assets and 1.14 percent of total loans, while all thrifts had allowances relative to assets and loans that averaged a lower 0.75 percent of assets and a lower 1.00 percent of total loans.  Also of major importance is an institution's ratio of allowances for loan losses to nonperforming assets, since a portion of nonperforming assets might eventually be charged off.  Mid-Southern's $1,723,000 of allowances for loan losses, represented a lower 83.4 percent of nonperforming assets at December 31, 2017, compared to the comparable group's 158.8 percent, with all thrifts at a higher 135.2 percent and Midwest thrifts at a higher 141.4 percent.  Mid-Southern's ratio of net charge-offs to average total loans was 0.07 percent for the year ended December 31, 2017, compared to a higher 0.17 percent for the comparable group, 0.17 percent for all thrifts and 0.23 percent for Midwest thrifts.

56

Financial Condition  (cont.)

Mid-Southern has a modest level of interest rate risk.  The change in the Bank's EVE at December 31, 2017, reflecting the most current information available, based on a rise in interest rates of 100 basis points was a 2.3 percent decrease, representing a dollar decrease in equity value of $801,000. The Bank's exposure is a higher 8.2 percent decrease in its EVE under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,907,000.

Compared to the comparable group, with particular attention to the Bank's asset quality position, equity level, asset and liability mix and interest rate risk, we believe that no adjustment is warranted for Mid-Southern's current financial condition, recognizing the Bank's lower asset quality position but higher equity ratios.

ASSET, LOAN AND DEPOSIT GROWTH

During its most recent fiscal year and the year ended December 31, 2017, Mid-Southern has been characterized by decreases in assets, loans and deposits relative to its comparable group after decreases in 2015 and decreases in assets, gross loans and deposits in 2016.  The Bank's average annual asset change from December 31, 2015, to December 31, 2017, was a decrease of 3.0 percent.  This rate compares to a positive 3.4 percent for the comparable group, a higher 4.0 percent for all thrifts, and a higher 3.9 percent for Midwest thrifts.  Mid-Southern's loan portfolio indicates an average annual decrease of 4.4 percent from December 31, 2015, to December 31, 2017, compared to growth rates of 4.2 percent for the comparable group, 3.8 percent for all thrifts and 3.6 percent for Midwest thrifts.

Mid-Southern's deposits indicate an average annual decrease of 4.1 percent from 2015 to 2017.  Annual deposit change was a 7.0 percent decrease in 2015, a 3.9 percent decrease in 2016, and a 1.4 percent decrease in 2017, compared to average growth rates of 3.5 percent for the comparable group, 2.6 percent for all thrifts and 2.7 percent for Midwest thrifts.  The Bank had no borrowed funds at December 31, 2017, compared to the comparable group at 6.4 percent.

57

Asset, Loan and Deposit Growth  (cont.)

In spite of its consistent deposit shrinkage historically, considering the demographics, competition and deposit base trends in its market area, the Bank's ability to increase its asset, loan and deposit bases in the future is primarily dependent on its being able to increase its market share by competitively pricing its loan and deposit products, maintaining a high quality of service to its customers and strengthening its loan origination activity.  Mid-Southern's primary market area experienced increases in population and households in its three market area counties between 2000 and 2010 but are projected to experience decreases from 2010 to 2020.  The Bank's primary market area also indicated 2010 median household income lower than both state and national levels.  In 2010, median housing values in Lawrence, Orange and Washington Counties were below state and national levels.

The total deposit base in Washington County decreased by 1.2 percent from June 30, 2016, to June 30, 2017, decreased by 2.1 percent in Orange County and increased by 1.2 percent in Lawrence County.  At June 30, 2017, Mid-Southern's deposit market share of the three-county market area was a moderate 16.1 percent.

Based on the foregoing factors, we have concluded that a moderate downward adjustment to the Corporation's pro forma value is warranted.

58

DIVIDEND PAYMENTS

The Corporation has not made a decision to pay dividends.  The payment of cash dividends will depend upon such factors as earnings performance, financial condition, capital position, growth, asset quality and regulatory limitations.  Six of the ten institutions in the comparable group paid cash dividends during the most recent twelve months for an average dividend yield of 1.84 percent and an average payout ratio of 38.42 percent.  During that twelve month period, the average dividend yield was 2.73 percent and the average payout ratio was 23.30 percent for all thrifts.  The Corporation's most recent dividend of $0.06 represents a dividend yield of 0.60 percent.

In our opinion, a downward adjustment to the pro forma market value of the Corporation is warranted related to dividend payments, recognizing that the Corporation has paid a lower dividend in the past.

SUBSCRIPTION INTEREST

In 2017, investors' interest in new issues has improved but is still not strong.  Such interest is possibly related to the improved performance of financial institutions overall, which could be challenged in the future due to the rising interest rate environment and rising cost of funds.  The selective and conservative reaction of IPO investors appears generally to be related to a number of analytical, economic and market-related factors, including the financial performance and condition of the converting thrift institution, the strength of the local economy, housing market conditions, general market conditions for financial institution stocks and stocks overall, aftermarket price trends and the expectation of continued active merger/acquisition activity in the thrift industry.

Mid-Southern will direct its offering initially to depositors and residents in its market area.  The board of directors and officers anticipate purchasing approximately $870,000 or 4.6 percent of the stock offered to the public based on the appraised midpoint valuation.   The Bank

59

Subscription Interest (cont.)

will form an ESOP, which plans to purchase 8.0 percent of the total shares sold in the second stage offering.

The Bank has secured the services of Keefe, Bruyette & Woods, Inc., to assist in the marketing and sale of the conversion stock, including a possible syndicated offering.

Based on the smaller size of the offering, recent banking conditions, current market conditions, historical local market interest, the terms of the offering and recent subscription levels for second stage offerings, we believe that a downward adjustment is warranted for the Bank's anticipated subscription interest.

LIQUIDITY OF THE STOCK

The Corporation will offer its shares through a subscription and community offering and, if required, a subsequent syndicated offering with the assistance of Keefe, Bruyette & Woods, Inc. The stock of the Corporation will initially be traded on NASDAQ Capital Market.

The Bank's total public offering is considerably smaller in size than the average market value of the comparable group.  The comparable group has an average market value of $78.6 million for the stock outstanding compared to a midpoint public offering of $27.0 million for the Corporation, less the ESOP and the estimated 87,000 shares to be purchased by officers and directors.  Of the ten institutions in the comparable group, all trade on Nasdaq with those ten institutions indicating an average daily trading volume of over 3,996 shares during the last four quarters.

The comparable group has an average of 4,482,121 shares outstanding compared to 2,700,000 shares outstanding for the Corporation, including the exchange shares.

60

Liquidity of the Stock (cont.)

Based on the average market capitalization, shares outstanding and daily trading volume of the comparable group, we have concluded that a downward adjustment to the Corporation's pro forma market value is warranted relative to the liquidity of its stock.

MANAGEMENT

The president and chief executive officer of Mid-Southern is Mr. Alexander G. Babey (reference Exhibit 23).  He has served as president and chief executive officer of the Bank since October 2016.  Mr. Babey is also president and chief executive officer of Mid-Southern Bancorp, positions he has held since its formation in January 2018.  He is also a director of the Bank, a position he has held since 2016.  Mr. Babey has been with the Bank since 2013.  He has extensive banking experience with particular expertise in lending.  Prior to joining Mid-Southern, he served as executive vice president and senior loan officer at a community bank.  Mr. Frank M. Benson, III, has been the executive vice president and senior loan officer of Mid-Southern since June 2014.  Prior to joining Mid-Southern, he was senior vice president of lending at MainSource Bank from 1998 through June 2014.  Ms. Erica B. Schmidt serves Mid-Southern as executive vice president, chief financial officer and treasurer.  Ms. Schmidt has served as executive vice president and chief financial officer since January 2014.  Prior to that, Ms. Schmidt served the Bank as controller from September 2005 through December 2013.  Ms. Schmidt has been treasurer since 2008 and has been corporate secretary since 2013.

Overall, we believe the Bank to be professionally and knowledgeably managed, as are the comparable group institutions.  It is our opinion that no adjustment to the pro forma market value of the Corporation is warranted for management.

61

MARKETING OF THE ISSUE

The necessity to build a new issue discount into the stock price of a second stage offering continues to be a closely examined issue in recognition of uncertainty among investors as a result of the thrift industry's problems with delinquent loans, dependence on interest rate trends, volatility in the stock market and recent legislation related to the regulation of financial institutions and their ability to generate selected income.

We believe that a new issue discount applied to the price to book valuation approach is appropriate and necessary in this offering.  In our opinion, the volatility in recent market trends cause us to conclude that a modest new issue discount is warranted in the case of this second stage offering.  Consequently, at this time we have made a moderate downward adjustment to the Corporation's pro forma market value related to a new issue discount.

62

VI.VALUATION METHODS

Introduction

Historically, the most frequently used method for determining the pro forma market value of common stock for thrift institutions by this firm has been the price to book value ratio method, due to the volatility of earnings in the thrift industry.   Historically in the thrift industry, more emphasis has been placed on the price to book method, particularly considering the volatility of stock prices.  During the past three years, however, as provision for loan losses decreased significantly resulting in renewed earnings in the industry, the price to earnings method has again become pertinent and meaningful in the objective of discerning commonality and comparability among institutions.  The price to earnings method was used in this valuation, but with less focus in recognition of the Corporation's lower core earnings and negative historical earnings.  In determining the pro forma market value of this Corporation, primary emphasis has been placed on the price to book value method, with additional analytical and correlative attention to the price to earnings multiple and the price to assets method.

In recognition of the volatility and variance in earnings, the continued differences in asset and liability repricing and the frequent disparity in value between the price to book approach and the price to earnings approach, a third valuation method, the price to net assets method, has also been used.  The price to assets method is used less often for valuing ongoing institutions, but becomes more useful in valuing converting institutions when the equity position and earnings performance of the institutions under consideration are different.

In addition to the pro forma market value, we have defined a valuation range with the minimum of the range being 85.0 percent of the pro forma market value, the maximum of the range being 115.0 percent of the pro forma market value and the super maximum being 115.0 percent of the maximum.  The pro forma market value or appraised value will also be referred to as the "midpoint value."

63

Introduction (cont.)

In applying each of the valuation methods, consideration was given to the adjustments to the Bank's pro forma market value discussed in Section V.  Downward adjustments were made for the Bank's asset, loan and deposit growth, earnings, market area, dividends, liquidity of the stock, subscription interest and marketing of the issue.  No adjustments were made for the Bank's financial condition and management.

PRICE TO BOOK VALUE METHOD

In the valuation of thrift institutions, the price to book value method focuses on an institution's financial condition, and does not give as much consideration to the institution's long term performance and value as measured by earnings.  Due to the earnings volatility of many thrift stocks, the price to book value method is frequently used by investors who rely on an institution's financial condition rather than earnings performance.  Although this method is, under certain circumstances, considered somewhat less meaningful for institutions that provide a consistent earnings trend, it remains significant and reliable when an institution's performance or general economic conditions are experiencing volatile or uncustomary trends related to internal or external factors, and serves as a complementary and correlative analysis to the price to earnings and price to assets approaches.

Exhibit 46 shows the average and median price to book value ratios for the comparable group which were 104.86 percent and 107.23 percent, respectively.  The full comparable group indicated a moderate pricing range, from a low of 82.43 percent (Elmira Savings Bank) to a high of 119.83 percent (United Community Bancorp, Inc.).  The comparable group had higher average and median price to tangible book value ratios of 112.36 percent and 112.16 percent, respectively, with a range of 92.21 percent to 139.39 percent.  Excluding the low and the high in the group, the comparable group's price to book value range narrowed to a low of 91.40 percent and a high of 116.90 percent, and the comparable group's price to tangible book value range also narrowed modestly from a low of 98.17 percent to a high of 125.84 percent.

64

Price to Book Value Method (cont.)

Considering the foregoing factors in conjunction with the adjustments made in Section V, we have determined a fully converted pro forma price to book value ratio of 67.34 percent and a price to tangible book value ratio of 65.92 percent at the midpoint.  The price to book value ratio increases from 59.77 percent at the minimum to 77.03 percent at the super maximum, while the price to tangible book value ratio increases from 59.77 percent at the minimum to 77.03 percent at the super maximum.

The Corporation's pro forma price to book value and price to tangible book value ratios of 65.92 percent and 65.92 percent, respectively, as calculated using the prescribed formulary computation indicated in Exhibit 46, are influenced by the Bank's capitalization, asset quality position, earnings performance, local market and public ownership, as well as subscription interest in thrift stocks and overall market and economic conditions.  The Corporation's ratio of equity to assets after conversion at the midpoint of the valuation range will be approximately 20.70 percent compared to 12.37 percent for the comparable group.  Based on the price to book value ratio and the Bank's total equity of $24,154,000 at December 31, 2017, the indicated pro forma market value of the Corporation using this approach is $27,000,000 at the midpoint (reference Exhibit 46).

PRICE TO CORE EARNINGS METHOD

The foundation of the price to core earnings method is the determination of the core earnings based to be used, followed by the calculation of an appropriate price to core earnings multiple.  The Corporation's after tax core earnings for the year ended December 31, 2017, was $960,000 (reference Exhibit 7) and its net earnings was $1,173,000 for that period.  To opine the pro forma market value of the Corporation using the price to core earnings method, we applied the core earnings based of $960,000.

65

Price to Core Earnings Method (cont.)

In determining the fully converted price to core earnings multiple, we reviewed the ranges of the price to core earnings and the price to net earnings multiples for the comparable group and all publicly traded thrifts.  As indicated in Exhibit 45, the average price to core earnings multiple for the comparable group was 24.40, while the median was a lower 23.79.  The average price to net earnings multiple was 23.81, and the median multiple was 22.23.  The range of the price to core earnings multiple for the comparable group was from a low of 12.25 to a high of 42.00.  The range in the price to core earnings multiple for the comparable group, excluding the high and low ranges, was from a low multiple of 13.94 to a high of 39.58 times earnings for eight of the ten institutions in the group, indicating a modest narrowing of the range.

Consideration was given to the adjustments to the Corporation's pro forma market value discussed in Section V.  In recognition of those adjustments, we have determined a fully converted price to core earnings multiple of 27.89 at the midpoint, based on the Corporation's core earnings of $960,000 for the year ended December 31, 2017.  The Corporation's fully converted core earnings multiple of 27.89 is higher than its net earnings multiple, which was 22.63 times earnings.

PRICE TO ASSETS METHOD

The final valuation method is the price to assets method.  This method is not  frequently used, since the calculation incorporates neither an institution's equity position nor its earnings base.  Additionally, the prescribed formulary computation of value using the pro forma price to net assets method does not recognize the runoff of deposits concurrently allocated to the purchase of conversion stock, returning a pro forma price to net assets ratio below its true level following conversion.

Exhibit 45 indicates that the average price to assets ratio for the comparable group was 12.97 percent and the median was 12.81 percent.  The range in the price to assets ratios for the

66

Price to Assets Method (cont.)

comparable group varied from a low of 9.57 percent (Elmira Savings Bank) to a high of 16.07 percent (Poage Bancshares).  The range narrows slightly with the elimination of the two extremes in the group to a low of 91.40 percent and a high of 16.02 percent.

Consistent with the previously noted adjustments, it is our opinion that an appropriate price to assets ratio for the Corporation is 13.95 percent at the midpoint, which ranges from a low of 12.02 percent at the minimum to 17.95 percent at the super maximum.  Based on the Bank's December 31, 2017, asset base of $176,677,000, the indicated pro forma market value of the Corporation using the price to assets method is $27,000,000 at the midpoint (reference Exhibit 46).

VALUATION CONCLUSION

Exhibit 51 provides a summary of the valuation premium or discount for each of the valuation ranges when compared to the comparable group based on each of the fully converted valuation approaches.  At the midpoint value, the price to book value ratio of 65.92 percent for the Corporation represents a discount of 37.14 percent relative to the comparable group and decreases to a discount of 26.54 percent at the super maximum.  The price to assets ratio of 13.95 percent at the midpoint represents a premium of 7.56 percent, increasing to a premium of 38.40 percent at the super maximum.  The price to core earnings multiple results in a premium at the midpoint, the maximum and super maximum valuation levels ranging from a discount of 3.48 percent at the minimum to a premium of 53.69 percent at the super maximum, as shown in Exhibit 51.

It is our opinion that as of February 28, 2018, the pro forma market value of the Corporation is $27,000,000 at the midpoint, representing 2,700,000 shares at $10.00 per share.  The pro forma valuation range of the Corporation is from a minimum of $22,950,000 or

67

Valuation Conclusion (cont.)

2,295,000 shares at $10.00 per share to a maximum of $31,050,000 or 3,105,000 shares at $10.00 per share, and then to a super maximum of $35,707,500 or 3,570,750 shares at $10.00 a share, with such range being defined as 15 percent below the appraised value to 15 percent above the appraised value and then 15 percent above the maximum.

Our valuation assumptions, process and conclusions recognize that minority public shareholders collectively own 28.31 percent of the Bank's outstanding shares, recognizing the $926,000 in net assets held at Mid-Southern M.H.C., and that the current offering contemplates the sale of the 71.69 percent of the outstanding shares currently owned by Mid-Southern, M.H.C.  At the conclusion of the stock offering, the Corporation will own all the common stock of Mid-Southern in conjunction with the completion of the second stage offering.  As indicated in Exhibit 46, in the second stage conversion, each minority share will be exchanged for 1.8348 shares of the Corporation at the midpoint of the offering range, with that exchange ratio being 1.5596 shares, 2.1101 shares and 2.4266 shares at the minimum, maximum, and super maximum of the offering range, respectively.

The appraised value of Mid-Southern Bancorp, Inc., as of February 28, 2018, is $27,000,000 at the midpoint.

68

EXHIBITS

NUMERICAL

EXHIBITS

EXHIBIT 1

MID-SOUTHERN SAVINGS BANK, FSB

SALEM, INDIANA

Consolidated Balance Sheet

At December 31, 2017

ASSETS
Cash and due from banks	$	1,150,499
Interest-earning deposits with banks		6,313,740
Total cash and cash equivalents		7,464,239
Securities available-for-sale, at fair value		45,716,443
Securities held-to-maturity (fair value of $167,463)		162,754
Loans (net of allowance for loan losses of $1,723,058)		114,895,578
Federal Home Loan Bank stock, at cost		777,600
Foreclosed real estate		176,100
Real estate held-for-sale		270,000
Premises and equipment		2,032,129
Accrued interest receivable:
Loans		420,686
Securities		240,698
Cash value of life insurance		3,641,725
Other assets		878,876
Total assets	$	176,676,828
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Noninterest-bearing	$	18,007,698
Interest-bearing		133,885,573
Total deposits		151,893,271
Accrued expenses and other liabilities		629,184
Total liabilities		152,522,455
STOCKHOLDERS' EQUITY
Preferred stock of $1 par value per share:
Authorized 1,000,00 shares; non issued		--
Common stock of $1 par value per share:
Authorized 10,000,000 shares; issued 1,471,612 shares; outstanding
1,469,280 shares		1,471,612
Additional paid-in capital		3,501,209
Retained earnings - substantially restricted		19,325,964
Accumulated other comprehensive loss		(46,368	)
Unearned stock compensation plan		(2,761	)
Less treasury stock, at cost - 2,332 shares		(95,283	)
Total stockholders' equity		24,154,373
Total liabilities and stockholders' equity	$	176,676,828
Source:  Mid-Southern Savings Bank, FSB's audited financial statements

69

EXHIBIT 2

MID-SOUTHERN SAVINGS BANK, FSB
Salem, Indiana
Balance Sheets
At December 31, 2013, 2014, 2015 and 2016
	December 31,
ASSETS	2016			2015			2014			2013
Cash and due from banks	$	1,152,430		$	1,385,885		$	1,759,187		$	1,803,210
Interest-bearing deposits with banks		7,158,702			15,632,772			29,260,771			15,533,755
Cash and cash equivalents		8,311,132			17,018,657			31,019,958			17,336,965
Time deposits		999,000			1,499,000			1,749,000			1,749,000
Securities available-for-sale, at fair value		44,138,787			40,720,253			17,833,313			16,187,587
Securities held-to-maturity (fair value of $294,849, 432,973,
and $1,133,932 in 2016, 2015, 2014 and 2013, respectively)		285,604			415,044			585,867			1,091,070
Loans (net of allowance for loan losses of $2,502,544,
$3,130,287, $4,461, 102 and $3,803,028 in 2016, 2015
2014 and 2013, respectively)		114,521,772			113,491,906			130,199,947			155,120,437
Federal Home Loan Bank stock, at cost		777,600			777,600			983,200			1,005,700
Foreclosed real estate		313,501			232,110			685,266			845,073
Real estate held for sale		--			--			1,002,845			--
Premises and equipment		2,475,339			2,788,400			2,881,740			3,358,687
Accrued interest receivable:
Loans		429,766			450,881			582,808			737,101
Securities		246,592			203,790			109,064			94,577
Cash value of life insurance		3,563,947			3,483,503			3,521,209			3,426,026
Other assets		1,563,080			1,709,802			2,634,092			2,666,585
Total assets	$	177,626,120		$	182,790,946		$	193,788,309		$	203,618,808
LIABILITIES
Deposits:
Noninterest-bearing	$	16,766,694		$	15,640,288		$	15,376,428		$	11,902,086
Interest-bearing		137,291,530			144,577,810			156,978,477			170,831,281
Total deposits		154,058,224			160,218,098			172,354,905			182,733,367
Accrued interest and other liabilities		643,016			611,217			851,637			640,281
Total liabilities		154,701,240			160,829,315			173,206,542			183,373,648
STOCKHOLDERS' EQUITY
Preferred stock of $1 par value per share:
Authorized 1,000,000 shares; none issued		--			--			--			--
Common stock of $1 par value per share:
Authorized 10,000,000 shares; issued 1,471,512 shares in 2016
1,471,412 in 2015, 1,471,112 in 2014 and 2013; outstanding
1,469, 360 shares, 1,469,420 shares, 1,469,200 shares and
1,469,000 shares in 2016, 2015, 2014 and 2013, respectively		1,471,512			1,471,412			1,471,112			1,471,112
Additional paid-in capital		3,499,390			3,497,989			3,495,129			3,502,995
Retained earnings--substantially restricted		18,232,666			17,094,181			15,601,788			15,472,024
Accumulated other comprehensive loss		(180,941	)		(3,923	)		111,698			(89,323	)
Unearned stock compensation plan		(4,757	)		(6,853	)		(8,085	)		(11,707	)
Less treasury stock, at cost - 2,152 shares, 1,992 shares,
1,912 shares and 2,112 shares in 2016, 2015, 2014 and
2013, respectively		(92,990	)		(91,175	)		(89,875	)		(99,941	)
Total stockholders' equity		22,924,880			21,961,631			20,581,767			20,245,160
Total liabilities
and stockholders' equity	$	177,626,120		$	182,790,946		$	193,788,309		$	203,618,808

Source:  Mid-Southern Savings Bank, FSB.'s audited financial statements

70

EXHIBIT 3

MID-SOUTHERN SAVINGS BANK, FSB
SALEM, INDIANA
Consolidated Statements of Income
For the Year Ended December 31, 2017
`
Interest income:
Loans, including fees	$	5,366,812
Mortgage-backed securities		486,197
Other debt securities:
U.S. government agency		307,421
Municipal tax exempt		213,689
Federal Home Loan Bank dividends		33,048
Interest-bearing deposits with banks and time deposits		70,860
Total interest income		6,478,027
Interest expense:
Deposits		654,634
Total interest expense		654,634
Net interest income		5,823,393
Provision for loan losses		(699,866	)
Net interest income after provision for loan losses		6,523,259
Noninterest income:
Deposit account service charges		407,362
Net gain on sales of securities available-for-sale		38,536
Increase in cash value of life insurance		74,309
ATM and debit card fee income		322,367
Other income		41,611
Total noninterest income		884,185
Noninterest expense:
Compensation and benefits		2,717,750
Occupancy and equipment		510,350
Data processing		711,498
Professional fees		355,794
Net loss on foreclosed real estate		30,918
Impairment loss on land		55,000
Directors' fees		151,158
Loan expenses		56,812
Deposit insurance premiums		51,540
Other expenses		611,333
Total noninterest expense		5,252,153
Income before income taxes		2,155,291
Income tax expense		981,853
Net income	$	1,173,438

Source:  Mid-Southern Savings Bank, FSB's audited financial statements

71

EXHIBIT 4

MID-SOUTHERN SAVINGS BANK, FSB
SALEM, INDIANA
Statements of Income
Years Ended December 31, 2013, 2014, 2015 and 2016
	December 31,
	2016			2015			2014			2013
Interest income
Loans, including fees	$	5,353,939		$	5,917,564		$	6,891,243		$	8,069,329
Mortgage-backed securities		495,583			358,675			129,794			84,270
Other debt securities:
U.S. government agency		305,325			124,179			78,372			179,959
Municipal tax exempt		170,826			132,631			113,336			50,262
Federal Home Loan Bank dividends		32,913			36,657			42,778			34,940
Interest-bearing deposits with banks
and time deposits		39,463			58,933			32,572			38,287
Total interest income		6,398,049			6,628,639			7,288,095			8,457,047
Interest expense:
Deposits		714,115			1,006,654			1,259,322			1,502,008
Total interest expense		714,115			1,006,654			1,259,322			1,502,008
Net interest income		5,683,934			5,621,985			6,028,773			6,955,039
Provision for (credit to) loan losses		(449,450	)		(977,410	)		953,759			4,820,232
Net interest income after provision
for (credit to) loan losses		6,133,384			6,599,395			5,075,014			2,134,807
Noninterest income:
Deposit account service charges		437,011			529,759			558,292			570,268
Net gain on sales of securities
available-for-sale		4,542			--			--			--
Increase in cash value of life insurance		76,976			81,058			88,286			103,728
ATM and debit card fee income		326,059			328,346			--			--
Gain on sale of premises and equipment		--			116,470			--			--
Gain on life insurance		--			73,309			--			--
Other income		38,119			37,637			358,649			310,210
Total noninterest income		882,707			1,166,579			1,005,227			984,206
Noninterest expense:
Compensation and benefits		2,597,806			2,621,003			2,635,614			2,346,542
Occupancy and equipment		449,085			457,233			483,863			468,510
Deposit insurance premiums		80,913			243,387			259,063			279,475
Data processing		642,266			703,832			697,921			647,667
Professional fees		351,999			365,342			437,727			399,825
Advertising		52,458			43,281			63,134			108,782
Net loss on foreclosed real estate		171,229			164,715			457,355			295,602
Impairment loss on land		215,310			--			--			--
Supervisory examinations		71,970			111,608			--			--
Loan expenses		121,303			251,235			--			--
Other expenses		616,476			634,902			963,145			710,217
Total noninterest expense		5,370,815			5,596,538			5,997,822			5,256,620
Income (loss) before income taxes		1,645,276			2,169,436			82,419			(2,137,607	)
Income tax expense (benefit)		506,791			677,043			(47,345	)		(916,291	)
Net income (loss)	$	1,138,485		$	1,492,393		$	129,764		$	(1,221,316	)

Source: Mid-Southern Savings Bank, FSB's audited financial statements

72

EXHIBIT 5

Selected Financial Information

At December 31, 2016 and 2017

	At December 31,
	2017		2016
	(In thousands)
Financial Condition Data:
Total assets	$	176,677	$	177,626
Cash and cash equivalents		7,464		8,311
Loans receivable, net(1)		114,896		114,522
Investment securities available-for-sale, at fair value		45,716		44,139
Investment securities, held-to-maturity		163		286
Deposits		151,893		154,058
Total stockholders' equity		24,154		22,925
(1) Net of allowances for loan losses, loans in process and deferred loan fees.

Source:  Mid-Southern Bancorp, Inc.'s Prospectus

73

EXHIBIT 6

Income and Expense Trends

For the Years Ended December 31, 2016 and 2017

	Year Ended
	December 31,
	2017			2016
	(In thousands)
Selected Operating Data:
Interest income	$	6,478		$	6,398
Interest expense		655			714
Net interest income		5,823			5,684
Provision (credit) for loan losses		(700	)		(449	)
Net interest income after
provision (credit) for loan losses		6,523			6,133
Noninterest income		884			883
Noninterest expenses		5,252			5,371
Income before income taxes		2,155			1,645
Income tax expense		982			507
Net income	$	1,173		$	1,138

`

Source:  Mid-Southern Bancorp Inc.'s Prospectus

74

EXHIBIT 7

Normalized or Core Earngins

Twelve Months ended December 31, 201

(000)

NET
Net income before taxes	$	2,155
Taxes @ 46.21%		982
Net income	$	1,173
CORE
Net income before taxes	$	2,155
Provision for loan losses		(700	)
Net income before taxes		1,455
Tax @ 34.00%		495
Core income	$	960

Source: Mid-Southern Savings Bank FSB's audited financial statement

75

EXHIBIT 8

Performance Indicators

At or for the Years Ended December 31, 2016 and 2017

		At or For
		Years Ended
		December 31,
		2017	2016
Performance Ratios:
	Return on average assets	0.67%	0.64%
	Return on average stockholders' equity	5.10%	5.08%
	Interest rate spread (1)	3.40%	3.27%
	Net interest margin (2)	3.50%	3.37%
	Efficiency ratio (3)	78.30%	81.80%
	Average interest-earning assets to
	average interest-bearing liabilities	125.10%	122.10%
	Average stockholders' equity to average assets	13.10%	12.50%
	Stockholders' equity to total assets at end of period	13.70%	12.90%
Capital Ratios:
	Total risk-based capital (to risk-weighted assets)	23.40%	22.20%
	Tier 1 core capital (to risk-weighted assets)	22.10%	21.00%
	Common equity Tier 1 (to risk-weighted assets)	22.10%	21.00%
	Tier 1 leverage (to average adjusted total assets)	13.50%	12.80%
Asset Quality Ratios:
	Allowance for loan losses as a percent of total loans	1.50%	2.10%
	Allowance for loan losses as a percent of nonperforming loans	91.70%	104.40%
	Net charge-offs to average outstanding loans during the period	1.50%	0.20%
	Nonperforming loans as a percent of total loans	1.60%	2.10%
	Nonperforming assets as a percent of total assets (4)	1.20%	1.50%

(1)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of funds on
	average interest-bearing liabilities.  Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34%.
(2)	Represents net interest income as a percentage of average interest-earning assets.  Tax exempt income is reported on a tax equivalent basis
	using a federal marginal tax rate of 34%.
(3)	Represents noninterest expense divided by the sum of net interest income and total noninterest income.
(4)	Nonperforming assets consist of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due),
	foreclosed real estate and other repossessed assets.

Source:  Mid-Southern Bancorp Inc.'s Prospectus

76

EXHIBIT 9

Volume/Rate Analysis

For the Year Ended December 31, 2017 vs 2016

	Years Ended December 31,
	2017 vs. 2016
	Increase (Decrease)
	Due to
	Rate				Volume			Total
	(Dollars in thousands)
Interest income
Interest-bearing deposits with banks		$	39		$	(7	)	$	32
Loans receivable, net			(85	)		98			13
Mortgage-backed securities			59			(69	)		(10	)
Other investment securities			14			31			45
Federal Home Loan Bank stock			0			0			0
Total interest-earning assets		$	27		$	53		$	80
Interest expense
Interest-bearing checking		$	0		$	1		$	1
Savings and money market			35			2			37
Certificates of deposit			(20	)		(77	)		(97	)
Total interest-bearing liabilities			15			(74	)		(59	)
Net increase (decrease) in net interest income		$	12		$	127		$	139

Source:  Mid-Southern Bancorp Inc.'s Prospectus

77

EXHIBIT 10

Yield and Cost Trends

For the Years Ended December 31, 2016 and 2017, and

At December 31, 2017

			At	Years Ended
			December 31,	December 31,
			2017	2017	2016
			Yield/	Yield/	Yield/
			Rate(1)	Rate	Rate
Weighted average yield on:
Interest-bearing deposits with banks			1.04%	0.80%	0.32%
Loans receivable, net			4.62%	4.59%	4.69%
Investment securities			2.70%	2.59%	2.38%
Federal Home Loan Bank stock			4.24%	4.24%	4.24%
		Total interest-earning assets	3.97%	3.88%	3.78%
Weighted average rate paid on:
Interest-bearing checking			0.12%	0.12%	0.12%
Savings and money market			0.23%	0.21%	0.14%
Certificates of deposit			0.99%	0.94%	0.97%
	Total interest-earing liabilities		0.49%	0.48%	0.51%
Interest rate spread (spread between weighted average rate on			3.48%	3.40%	3.27%
all interest-bearing liabilities
Net interest margin (net interest income (expense) as a percentage of
average interest-earning assets)			--	3.50%	3.37%

Source:  Mid-Southern Bancorp Inc.'s Prospectus

78

EXHIBIT 11

Net Portfolio Value

At December 31, 2017

(Dollars in thousands)

			Economic
Change in			Value of		Estimated Increase
Interest Rates			Equity		(Decrease) in EVE
(Basis Points)			Amount		Amount		Percent
	+400		$	28,360	$	(7,217)		(20.30)%
	+300			30,525		(5,052)		(14.20)%
	+200			32,670		(2,907)		(8.20)%
	+100			34,776		(801)		(2.30)%
	--			35,577		--		--
	(100	)		35,318		(259)		(0.70)%

Source: Mid-Southern Bancorp Inc.'s Prospectus

79

EXHIBIT 12

Loan Portfolio Composition

At December 31, 2016 and 2017

	At December 31,
	2017						2016
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
Real estate loans:
One- to four-family residential	$	79,899			68.6	%	$	80,982			69.2	%
Multi-family residential		6,352			5.4	%		5,464			4.7	%
Residential construction		108			0.1	%		767			0.7	%
Commercial real estate		22,315			19.1	%		23,184			19.8	%
Commercial real estate construction		2,061			1.8	%		710			0.6	%
Total real estate loans		110,735			95.00	%		111,107			95.00	%
Commercial business loans		3,875			3.30	%		3,776			3.20	%
Consumer loans		1,978			1.70	%		2,118			1.80	%
Total loans		116,588			100.00	%		117,001			100.00	%
Deferred loan origination fees and costs, net		31						24
Allowance for loan losses		(1,723	)					(2,503	)
Total loans, net	$	114,896					$	114,522

Source: Mid-Southern Bancorp Inc.'s Prospectus

80

EXHIBIT 13

Loan Maturity Schedule

At December 31, 2017

	One- to Four-				Residential				Commercial		Commercial
	Family		Multi-family		Construction		Commercial		Construction		Business		Consumer		Total (1)
	(Dollars in thousands)
Amounts due in:
One year or less (2)	$	6,853	$	301	$	108	$	4,469	$	638	$	1,957	$	874	$	15,200
More than one year		17,303		1,428		0		6,694		255		1,689		1,092		28,461
to five years
More than five years		55,743		4,623		0		11,152		1,168		229		12		72,927
Total	$	79,899	$	6,352	$	108	$	22,315	$	2,061	$	3,875	$	1,978	$	116,588

(1)	Excludes net deferred loan origination fees and costs.
(2)	Includes demand loans, loans having no stated maturity, and overdraft loans.

Source: Mid-Southern Bancorp Inc.'s Prospectus

81

EXHIBIT 13 (cont)

Fixed- and Adjustable-Rate Loan Schedule

At December 31, 2016 and 2017

	At December 31,
	2017					2016
	Amount		Percent			Amount		Percent
Fixed-rate Loans:	(In thousands)
Real estate loans:
One- to four-family residential	$	7,465		6.4	%	$	8,254		7.1	%
Multi-family residential		1,932		1.7	%		1,746		1.5	%
Residential construction		108		0.1	%		767		0.7	%
Commercial real estate		5,712		4.9	%		7,873		6.7	%
Commercial real estate construction		60		0.1	%		2		0.0	%
Total real estate loans		15,277		13.2	%		18,642		16.0	%
Commercial business		3,622		3.1	%		3,267		2.8	%
Consumer		1,885		1.6	%		2,031		1.7	%
Total fixed-rate loans		20,784		17.9	%		23,940		20.5	%
Adjustable-rate loans:
Real estate loans:
One- to four-family residential	$	72,434		62.1	%	$	72,728		62.1	%
Multi-family residential		4,420		3.8	%		3,718		3.2	%
Residential construction		0		0.0	%		0		0.0	%
Commercial real estate		16,603		14.2	%		15,311		13.1	%
Commercial real estate construction		2,001		1.7	%		708		0.6	%
Total real estate loans		95,458		81.8	%		92,465		79.0	%
Commercial business		253		0.2	%		509		0.4	%
Consumer		93		0.1	%		87		0.1	%
Total adjustable-rate loans		95,804		82.1	%		93,061		79.5	%
Total loans	$	116,588		100.0	%	$	117,001		100.0	%

Source: Mid-Southern Bancorp Inc.'s Prospectus

82

EXHIBIT 14

Loan Originiations, Purchases, Sales and Repayments

For the Years Ended December 31, 2016 and 2017

	Years Ended
	December 31,
	2017			2016
	(In thousands)
Originations by type
Fixed-rate:
One- to four-family residential	$	1,830		$	2,402
Multi-family residential		284			1,762
Residential construction		270			1,259
Commercial real estate		1,058			2,862
Consumer real estate construction		200			208
Commercial business		2,463			1,278
Consumer		940			1,319
Total fixed-rate		7,045			11,090
Adjustable-rate:
One- to four-family residential		14,133			9,048
Multi-family residential		714			1,897
Residential construction		0			0
Commercial real estate		6,117			3,405
Consumer real estate construction		3,562			170
Commercial business		821			1,565
Consumer		25			15
Total adjustable-rate		25,372			16,100
Total loans originated		32,417			27,190
Principal repayments		(32,830	)		(26,819	)
Net increase (decrease) in total loans	$	(413	)	$	371

Source: Mid-Southern Bancorp Inc.'s Prospectus

83

EXHIBIT 15

Loan Delinquencies

At December 31, 2017

	Loans Delinquent For
	30-89 Days				90 Days and Over				Total
	Number		Amount		Number		Amount		Number		Amount
	(Dollars in thousands)
Real estate loans
One- to four-family residential		42	$	2,851		14	$	516		56	$	3,367
Multi-family residential		--		--		--		--		--		--
Residential construction		5		--		--		--		--		--
Commercial real estate		--		276		3		97		8		373
Commercial real estate construction		--		--		--		--		--		--
Total real estate loans		47		3,127		17		613		64		3,740
Commercial business		1		5		--		--		1		5
Consumer		--		--		--		--		--		--
Total loans		48	$	3,132		17	$	613		65	$	3,745

Source: Mid-Southern Bancorp Inc.'s Prospectus

84

EXHIBIT 16

Nonperforming Assets

At December 31, 2016 and 2017

	At December 31,
	2017			2016
	(Dollars in thousands)
Nonaccrual loans:
Real estate loans:
One- to four-family residential	$	1,333		$	1,668
Multi-family residential		--			--
Residential construction		--			--
Commercial real estate		535			699
Commercial real estate construction		--			--
Total real estate loans		1,868			2,367
Commercial business loans		10			19
Consumer loans		--			11
Total nonaccruing loans		1,878			2,397
Accruing loans past due 90 days or more:		--			--
Real estate owned
One- to four-family residential		176			313
Repossessed automobiles, recreational vehicles		--			--
Other nonperforming assets		--			--
Total nonperforming assets	$	2,054		$	2,710
Total nonperforming assets as a percentage of total assets		1.2	%		1.5	%
Restructured loans:
Real estate loans:
One- to four-family residential	$	877		$	1,258
Commercial real estate		484			759
Total real estate loans		1,361			2,017
Commercial business loans		514			567
Consumer loans		--			14
Total restructured loans	$	1,875		$	2,598

Source: Mid-Southern Bancorp Inc.'s Prospectus

85

EXHIBIT 17

Allowance for Loan Losses

For the Years Ended December 31, 2016 and December 31, 2017

	Years Ended
	December 31,
	2017			2016
	(Dollars in thousands)
Balance at beginning of period	$	2,503		$	3,130
Charge-offs:
One- to four-family residential		64			218
Multi-family residential		--			--
Construction		--			--
Commercial real estate		19			1
Commercial business		--			--
Consumer		18			25
Total charge-offs		101			244
Recoveries:
One- to four-family residential		6			54
Multi-family residential		--			--
Construction		--			--
Commercial real estate		1			1
Commercial business		--			--
Consumer		14			11
Total recoveries		21			66
Net (charge-offs) recoveries		(80	)		(178	)
Negative provision credited to operations		(700	)		(449	)
Balance at end of period	$	1,723		$	2,503
Net charge-offs during the period as a percentage of
average loans outstanding during the period		1.5	%		0.2	%
Net charge-offs during the period as a percentage of
average nonperforming assets		3.4	%		6.6	%
Allowance as a percentage of nonperforming loans		91.7	%		104.4	%
Allowance as a percentage of total loans (end of period)		1.5	%		2.1	%

Source: Mid-Southern Bancorp Inc.'s Prospectus

86

EXHIBIT 18

Investment Portfolio Composition

At December 31, 2016 and 2017

	At December 31,
	2017				2016
	Book		Fair		Book		Fair
	Value		Value		Value		Value
	(In thousands)
Securities available-for-sale:
Federal agency securities	$	1,000	$	999	$	2,000	$	1,998
Municipal obligations		21,474		21,742		15,554		15,546
Mortgage-backed		23,304		22,975		26,879		26,595
Total available-for-sale	$	45,778	$	45,716	$	44,433	$	44,139
Securities held-to-maturity:
Municipal obligations		85		87		131		135
Mortgage-backed		78		80		155		160
Total held-to-maturity		163		167		286		295
Restricted equity securities:
Federal Home Loan Bank stock		778		778		778		778
Total securities	$	46,719	$	46,661	$	45,497	$	45,212

Source: Mid-Southern Bancorp Inc.'s Prospectus

87

EXHIBIT 19

Mix of Deposits

For the Years Ended December 31, 2016 and 2017

	For the Years Ended December 31,
	2017								2016
	(Dollars in thousands)
			Percent			Increase/					Percent
	Amount		of Total			Decrease			Amount		of Total
Deposit type:
Noninterest-bearing checking	$	18,008		11.9	%	$	1,241		$	16,767		10.9	%
Interest-bearing checking		36,797		24.2	%		1,326			35,471		23.0	%
Savings and money market		45,514		30.0	%		2,796			42,718		27.7	%
Time deposits:
Maturing:
Within one year		16,415		10.8	%		(5,452	)		21,867		14.2	%
After one year, but within two years		9,242		6.1	%		(1,394	)		10,636		6.9	%
After two years, but within five years		25,917		17.1	%		(682	)		26,599		17.3	%
Maruting thereafter		0		0.0	%		0			0		0.0	%
Total deposits	$	151,893		100.0	%	$	(2,165	)	$	154,058		100.0	%

Source: Mid-Southern Bancorp Inc.'s Prospectus

88

EXHIBIT 20

Certificates of Deposit By Rate and Maturity

At December 31, 2017

(Dollars in thousands)

																				Percent
		0.00	%-		2.00	%-		4.00	%-		6.00	%-		8.00	%-	10.00% or				of
		1.99	%		3.99	%		5.99	%		7.99	%		9.99	%	Greater		Total		Total
Certificate accounts maturing
in quarter ending:
March 31, 2018	$	4,903		$	--		$	--		$	--		$	--		$	--	$	4,903		9.5	%
June 30, 2018		3,809			--			--			--			--			--		3,809		7.4	%
September 30, 2018		4,331			--			--			--			--			--		4,331		8.4	%
December 31, 2018		3,195			175			--			--			--			--		3,370		6.5	%
March 31, 2019		2,583			--			--			--			--			--		2,583		5.0	%
June 30, 2019		2,964			--			--			--			--			--		2,964		5.7	%
September 30, 2019		1,267			--			--			--			--			--		1,267		2.5	%
December 31, 2019		2,428			--			--			--			--			--		2,428		4.7	%
March 31, 2020		1,213			74			--			--			--			--		1,287		2.5	%
June 30, 2020		2,887			612			--			--			--			--		3,499		6.8	%
September 30, 2020		4,672			--			--			--			--			--		4,672		9.1	%
December 31, 2020		3,564			131														3,695		7.2	%
Thereafter		11,275			1,491														12,766		24.8	%
Total	$	49,091		$	2,483		$	0		$	0		$	0		$	0	$	51,574		100.0	%

Source: Mid-Southern Bancorp Inc.'s Prospectus

89

EXHIBIT 21

Deposit Activity

For the Years Ended December 31, 2016 and 2017

	At December 31,
	2017			2016
	(In thousands)
Beginning balance	$	154,058		$	160,218
Net deposits (withdrawals)		(2,742	)		(6,751	)
Interest credited		577			591
Net increase (decrease) in deposits		(2,165	)		(6,160	)
Ending balance	$	151,893		$	154,058

Source: Mid-Southern Bancorp Inc.'s Prospectus

90

EXHIBIT 22

OFFICES OF MID-SOUTHERN SAVINGS BANK

SALEM, IN

As of December 31, 2017

			Owned			Net Book Value
	Square		or	Lease		at
Location	Footage		Leased	Expiration Date		December 31, 2017
						(in thousands)
Main Office
Salem Main Office
300 N. Water Street		9,318	Owned		N/A	$	628
Salem, Indiana 47167
Branch Offices:
Orleans Branch
870 S. Maple Street
Orleans, Indiana 47452		2,489	Owned		N/A		301
Mitchell Office
1505 West Main Street
Mitchell, Indiana 47446		3,098	Owned		N/A		1,019
New Albany Loan Production Office
3626 Grant Line Road
Suite 103
New Albany, Indiana 47150		1,403	Leased		2019		15

Source: Mid-Southern Bancorp Inc.'s Prospectus

91

EXHIBIT 23

DIRECTORS AND MANAGEMENT OF THE BANK

At December 31, 2017

		Director	Term
Name	Age	Since	Expires
Paul G. Allemeier	83	1989	2019
Alexander G. Babey, President & CEO	49	2016	2020
Larry R. Bailey	55	2013	2020
Dana J. Dunbar, Chairman	68	2004	2020
Trent L. Fisher	58	2005	2019
Charles W. Lamb	78	2001	2018
Kermit A. Lamb	69	2013	2018
Brent A. Rosenbaum	57	2014	2018

Source: Mid-Southern Bancorp Inc.'s Prospectus

92

EXHIBIT 24

Key Demographic Data and Trends

Lawrence, Orange and Washington counties, Indiana and the United States

2000, 2010 and 2020

	2000		2010		% Change			2020		% Change
Population
Lawrence County		45,922		46,134		0.5	%		45,567		(1.2	)%
Orange County		19,306		19,840		2.8	%		19,815		(0.1	)%
Washington County		27,223		28,262		3.8	%		28,461		0.7	%
Indiana		6,080,485		6,483,802		6.6	%		6,785,691		4.7	%
United States		281,421,906		308,745,538		9.7	%		332,139,637		7.6	%
Households
Lawrence County		18,535		18,811		1.5	%		18,576		(1.2	)%
Orange County		7,621		7,872		3.3	%		7,859		(0.2	)%
Washington County		10,264		10,850		5.7	%		10,927		0.7	%
Indiana		2,336,306		2,502,154		7.1	%		2,618,299		4.6	%
United States		105,480,101		116,716,292		10.7	%		125,527,510		7.5	%
Per Capita Income
Lawrence County	$	17,653	$	21,352		21.0	%		--		--
Orange County		16,717		19,119		14.4	%		--		--
Washington County		16,748		19,278		15.1	%		--		--
Indiana		20,397		22,806		11.8	%		--		--
United States		22,162		26,059		17.6	%		--		--
Median Household Income
Lawrence County	$	36,280	$	40,380		11.3	%	$	43,724		8.3	%
Orange County		31,564		37,120		17.6	%		39,369		6.1	%
Washington County		36,630		39,722		8.4	%		45,378		14.2	%
Indiana		41,567		44,613		7.3	%		51,391		15.2	%
United States		41,994		50,046		19.2	%		61,618		23.1	%

Source: Mid-Southern Bancorp Inc.'s Prospectus

93

EXHIBIT 25

Key Housting Data

Lawrence, Orange and Washington Counties,

Indiana and the United States

2000 & 2010

Occupied Housing Units	2000			2010
Lawrence County		13,704			12,763
Orange County		59,556			75,532
Washington County		22,984			24,646
Indiana		1,819,046			4,491,910
United States		105,480,101			116,716,292
Occupancy Rate
Lawrence County
Owner-Occupied		78.9	%		76.4	%
Renter-Occupied		21.1	%		23.6	%
Orange County
Owner-Occupied		79.1	%		75.0	%
Renter-Occupied		20.9	%		25.0	%
Washington County
Owner-Occupied		81.1	%		78.3	%
Renter-Occupied		18.9	%		21.7	%
Indiana
Owner-Occupied		71.4	%		69.9	%
Renter-Occupied		28.6	%		30.1	%
United States
Owner-Occupied		66.2	%		65.1	%
Renter-Occupied		33.8	%		34.9	%
Median Housing Values
Lawrence County	$	75,400		$	95,700
Orange County		63,500			90,200
Washington County		77,500			101,200
Indiana		94,300			123,400
United States		119,600			186,200
Median Rent
Lawrence County	$	447		$	602
Orange County		385			587
Washington County		418			610
Indiana		521			719
United States		602			871

Source:  U.S. Census Bureau

94

EXHIBIT 26

Major Sources of Employment by Industry Group

Lawrence, Orange and Washington Counties, Indiana and the United States

2000 and 2010

	2000
	Lawrence	Orange	Washington		United
Industry Group	County	County	County	Indiana	States
Agriculture/Mining	2.7%	3.4%	3.7%	1.4%	1.9%
Construction	6.1%	9.8%	8.5%	6.6%	6.8%
Manufacturing	28.6%	29.5%	33.0%	22.9%	14.1%
Wholesale/Retail	12.8%	13.5%	13.2%	15.2%	15.3%
Transportation/Utilities	3.9%	5.2%	5.1%	5.2%	5.2%
Information	1.8%	1.2%	1.8%	2.1%	3.1%
Finance, Insurance	3.3%	2.9%	3.7%	5.7%	6.9%
& Real Estate
Services	40.8%	34.5%	31.0%	40.9%	46.7%

	2010
	Lawrence	Orange	Washington		United
	County	County	County	Indiana	States
Agriculture/Mining	1.7%	3.7%	4.3%	1.6%	0.9%
Construction	7.4%	7.7%	8.1%	5.7%	5.1%
Manufacturing	16.9%	20.9%	23.4%	18.3%	15.0%
Wholesale/Retail	14.2%	9.5%	12.2%	14.3%	14.8%
Transportation/Utilities	3.9%	5.6%	6.5%	5.1%	4.8%
Information	1.4%	1.2%	1.0%	1.6%	1.8%
Finance, Insurance
& Real Estate	3.8%	4.2%	2.4%	5.4%	6.4%
Services	50.7%	47.2%	42.1%	48.0%	51.2%

Source:  Bureau of the Census

95

EXHIBIT 27

Unemployment Rates

Lawrence, Orange and Washington Counties, Indiana and the United States

For the Years 2013 through 2017

Location	2013	2014	2015	2016	2017
Lawrence County	10.1%	8.1%	6.5%	5.7%	4.5%
Orange County	9.9%	7.7%	6.0%	5.1%	4.0%
Washington County	8.7%	6.6%	5.2%	4.5%	3.7%
Indiana	7.7%	5.9%	4.8%	4.4%	3.5%
United States	7.4%	6.2%	5.3%	4.9%	4.4%
Source:  Local Area Unemployment Statistics - U.S. Bureau of Labor

96

EXHIBIT 28

Market Share of Deposits

Lawrence, Orange and Washington Counties

June 30, 2017

	Lawrence County		Mid-Southern's		Mid-Southern's
	Deposits		Deposits		Share
	($000)		($000)		(%)
Banks	$	266,606		---		---
Thrifts		132,058	$	25,843		19.6	%
Total	$	398,664	$	25,843		6.5	%

	Orange County		Mid-Southern's		Mid-Southern's
	Deposits		Deposits		Share
	($000)		($000)		(%)
Banks	$	190,986		---		---
Thrifts		41,592	$	41,592		100.0	%
Total	$	232,578	$	41,592		17.9	%

	Washington County		Mid-Southern's		Mid-Southern's
	Deposits		Deposits		Share
	($000)		($000)		(%)
Banks	$	190,662		---		---
Thrifts		127,731	$	85,570		67.0	%
Total	$	318,393	$	85,570		26.9	%

	Total		Mid-Southern's		Mid-Southern's
	Deposits		Deposits		Share
	($000)		($000)		(%)
Banks	$	648,254		---		---
Thrifts		301,381	$	153,005		50.8	%
Total	$	949,635	$	153,005		16.1	%

Source:  FDIC

97

EXHIBIT 29

National Interest Rates by Quarter

2014-2017

	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	2014	2014	2014	2014
Prime Rate	3.25%	3.25%	3.25%	3.25%
90-Day Treasury Bills	0.05%	0.04%	0.13%	0.07%
1-Year Treasury Bills	0.13%	0.11%	0.14%	0.13%
30-Year Treasury Notes	3.56%	3.34%	3.07%	2.75%
	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	2015	2015	2015	2015
Prime Rate	3.25%	3.25%	3.25%	3.50%
90-Day Treasury Bills	0.03%	0.01%	0.01%	0.16%
1-Year Treasury Bills	0.26%	0.28%	0.32%	0.62%
30-Year Treasury Notes	2.54%	3.20%	2.87%	3.01%
	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	2016	2016	2016	2016
Prime Rate	3.50%	3.50%	3.50%	3.75%
90-Day Treasury Bills	0.24%	0.30%	0.32%	0.51%
1-Year Treasury Bills	0.53%	0.58%	0.57%	0.81%
30-Year Treasury Notes	2.61%	2.26%	2.40%	2.97%
	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	2017	2017	2017	2017
Prime Rate	4.00%	4.25%	4.25%	4.50%
90-Day Treasury Bills	0.92%	1.01%	1.04%	1.37%
1-Year Treasury Bills	1.17%	1.24%	1.31%	1.76%
30-Year Treasury Notes	2.92%	2.84%	2.86%	2.74%

Source:  The Wall Street Journal

98

EXHIBIT 30

Page 1

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
SZBI	SOUTHFIRST BANCSHARES	AL	OTC PINK	4.42	4.0	0.62	126.21	0.00	7.13	6.05	NM	60.90	3.50
ABNK	ALTAPACIFIC BANCORP	CA	OTC PINK	12.69	19.7	0.77	69.13	0.00	16.48	16.70	123.56	NM	18.36
BOFI	BOFI HOLDING	CA	NASDAQ	29.90	4.7	2.17	134.81	0.00	13.78	13.91	219.53	NM	22.18
BYFC	BROADWAY FINANCIAL CORP	CA	NASDAQ	2.36	43.9	0.17	23.42	0.00	13.88	13.88	91.83	NM	10.08
MLGF	MALAGA FINANCIAL CORPORATION	CA	OTC BB	29.58	17.1	2.15	171.37	2.28	13.76	13.76	133.24	NM	17.26
PROV	PROVIDENT FINANCIAL HOLDINGS	CA	NASDAQ	18.40	(9.0)	0.45	156.88	1.31	40.89	40.00	112.06	NM	11.73
FBNK	FIRST CONNECTICUT BANCORP	CT	NASDAQ	26.15	15.5	1.25	188.18	1.02	20.92	20.92	152.75	NM	13.90
SIFI	SI FINANCIAL GROUP	CT	NASDAQ	14.70	(4.5)	1.09	129.53	0.46	13.49	22.62	105.15	NM	11.35
UBNK	UNITED FINANCIAL BANCORP	CT	NASDAQ	17.64	(2.9)	1.17	137.52	1.20	15.08	15.21	129.80	NM	12.83
WSFS	WSFS FINANCIAL CORP	DE	NASDAQ	47.85	3.2	2.49	218.89	0.67	19.22	19.77	202.84	NM	21.86
ACFC	ATLANTIC COAST FINANCIAL CORP	FL	NASDAQ	9.43	38.7	0.53	59.33	0.00	17.79	20.96	160.37	NM	15.89
FFHD	FIRSTATLANTIC BANK	FL	OTC BB	17.64	57.5	0.70	75.32	0.03	25.20	25.20	191.53	NM	23.42
SBCP	SUNSHINE BANCORP	FL	NASDAQ	22.94	33.8	0.65	117.46	0.00	35.29	35.29	155.63	NM	19.53
ABCB	AMERIS BANCORP	GA	NASDAQ	48.20	10.6	2.37	219.17	0.90	20.34	20.17	209.75	NM	21.99
CHFN	CHARTER FINANCIAL CORP	GA	NASDAQ	17.54	5.2	0.96	108.84	0.35	18.27	19.49	123.78	NM	16.12
CFBI	COMM FIRST BANCSHARES	GA	NASDAQ	11.60	0.0	0.19	37.08	0.00	61.05	64.44	113.84	NM	31.28
TBNK	TERRITORIAL BANCORP	HI	NASDAQ	30.87	(6.0)	1.74	199.13	2.22	17.74	18.27	128.20	NM	15.50
WCFB	WCF BANCORP	IA	NASDAQ	9.52	0.0	0.06	43.59	0.30	NM	NM	84.17	107.67	21.84
AJSB	AJS BANCORP	IL	OTC BB	14.90	(3.9)	0.21	92.78	0.95	70.95	99.33	107.97	306.89	16.06
AFBA	ALLIED FIRST BANCORP	IL	OTC BB	1.75	257.1	4.24	190.45	0.00	0.41	0.80	NM	59.36	0.92
BFFI	BEN FRANKLIN FINANCIAL	IL	OTC BB	9.60	(16.5)	(1.56)	142.01	0.00	NM	NM	93.39	NM	6.76
GTPS	GREAT AMERICAN BANCORP	IL	OTC BB	30.05	10.7	1.66	339.13	1.12	18.10	18.44	90.32	458.61	8.86
IROQ	IF BANCORP	IL	NASDAQ	19.66	6.3	0.92	155.32	0.40	21.37	27.69	91.40	49.69	12.66

99

Page 2

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
JXSB	JACKSONVILLE BANCORP	IL	NASDAQ	32.02	6.7	1.78	188.05	0.70	17.99	21.21	126.91	118.63	17.03
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL	OTC PINK	25.00	31.6	0.21	313.96	0.28	NM	NM	83.36	NM	7.96
OTTW	OTTAWA SAVINGS BANCORP	IL	OTC BB	14.44	13.4	0.44	70.82	0.24	32.82	35.22	94.69	65.34	20.39
RYFL	ROYAL FINANCIAL	IL	OTC BB	15.25	30.9	1.36	128.95	0.00	11.21	13.62	103.53	67.26	11.83
SUGR	SUGAR CREEK FINANCIAL CORP	IL	OTC BB	13.05	(0.5)	0.25	118.44	0.00	52.20	54.38	99.69	449.53	11.02
DSFN	DSA FINANCIAL CORP	IN	OTC BB	591.14	5,373.5	0.44	69.65	0.77	NM	NM	NM	NM	NM
FDLB	FIDELITY FEDERAL BANCORP	IN	OTC PINK	25.00	150.0	12.05	804.73	0.00	2.07	2.98	NM	NM	3.11
FCAP	FIRST CAPITAL	IN	NASDAQ	36.74	13.3	2.07	225.42	2.11	17.75	17.92	150.45	64.97	16.30
NWIN	NORTHWEST INDIANA BANCORP	IN	OTC BB	44.50	14.5	3.28	319.95	2.83	13.57	15.19	139.72	70.69	13.91
TDCB	THIRD CENTURY BANCORP	IN	OTC BB	12.80	15.4	0.59	108.39	0.42	21.69	21.69	118.41	77.73	11.81
UCBA	UNITED COMMUNITY BANCORP	IN	NASDAQ	20.55	23.1	0.89	128.26	0.67	23.09	23.35	119.83	NM	16.02
WEIN	WEST END INDIANA BANCSHARES	IN	OTC BB	28.89	(15.0)	1.10	278.41	0.60	26.26	17.72	106.17	160.76	10.38
CFFN	CAPITOL FEDERAL FINANCIAL	KS	NASDAQ	13.41	(18.5)	0.61	66.64	2.52	21.98	21.98	135.45	NM	20.12
PBSK	POAGE BANKSHARES	KY	NASDAQ	21.00	11.7	0.48	130.69	0.64	43.75	42.00	112.00	63.00	16.07
CTUY	CENTURY NEXT FINANCIAL CORP	LA	OTC BB	29.25	46.3	2.57	265.29	0.40	11.38	11.34	119.19	123.54	11.03
FPBF	FPB FINANCIAL CORP	LA	OTC PINK	17.60	3.5	1.21	209.68	0.35	14.55	14.55	90.49	63.04	8.39
HIBE	HIBERNIA BANCORP	LA	OTC BB	31.01	45.8	0.40	132.14	0.00	77.53	77.53	169.18	NM	23.47
HFBL	HOME FED BANCORP OF LOUISIANA	LA	NASDAQ	28.13	4.7	2.05	217.22	0.93	13.72	14.28	116.90	75.78	12.95
BHBK	BLUE HILLS BANCORP	MA	NASDAQ	20.10	7.2	0.71	94.78	1.01	28.31	28.31	159.27	NM	21.21
BLMT	BSB BANCORP INC.	MA	NASDAQ	29.25	1.0	1.60	257.34	0.00	18.28	18.17	161.87	NM	11.37
HONE	HARBORONE BANCORP	MA	NASDAQ	19.16	NM	0.36	79.41	0.00	53.22	53.22	183.70	NM	24.13
HIFS	HINGHAM INSTITUTION FOR SAVINGS	MA	NASDAQ	207.00	5.2	11.90	1,039.52	2.80	17.39	17.47	245.44	285.64	19.91
MTGB	MEETINGHOUSE BANCORP	MA	OTC BB	25.90	48.0	(0.14)	172.56	0.00	NM	NM	175.59	NM	15.01

100

Page 3

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
EBSB	MERIDIAN BANCORP	MA	NASDAQ	20.60	9.0	0.84	94.91	0.36	24.52	28.22	172.38	NM	21.70
PLRM	PILGRIM BANCSHARES	MA	OTC BB	19.02	26.8	0.57	116.56	0.00	33.37	33.37	126.38	104.47	16.32
PVBC	PROVIDENT BANCORP	MA	NASDAQ	26.45	47.8	0.82	96.41	0.00	32.26	48.09	219.50	NM	27.43
RNDB	RANDOLPH BANCORP	MA	NASDAQ	15.35	(4.8)	(0.16)	86.32	0.00	NM	NM	108.25	NM	17.78
WEBK	WELLESLEY BANCORP	MA	NASDAQ	29.70	7.0	1.96	308.12	0.42	15.15	15.15	125.37	60.45	9.64
WNEB	WESTERN NEW ENGLAND BANCORP	MA	NASDAQ	10.90	16.6	0.47	67.70	0.30	23.19	24.22	132.93	NM	16.10
BYBK	BAY BANCORP	MD	NASDAQ	12.23	85.2	0.49	60.78	0.00	24.95	NM	182.46	NM	20.11
IFSB	COLOMBO BANK	MD	OTC PINK	0.22	(31.3)	0.45	130.90	0.00	0.49	0.48	NM	NM	0.17
HBK	HAMILTON BANCORP	MD	NASDAQ	15.40	8.1	(0.03)	149.33	0.00	NM	NM	85.04	NM	10.31
MBCQ	MB BANCORP	MD	OTC BB	15.75	7.1	(0.55)	71.02	0.00	NM	NM	100.45	NM	22.18
SVBI	SEVERN BANCORP	MD	NASDAQ	7.26	(8.2)	0.35	65.43	0.00	20.73	19.61	96.60	NM	11.09
EGDW	EDGEWATER BANCORP	MI	OTC BB	19.30	21.4	0.88	236.05	0.00	21.93	20.10	95.26	358.73	8.18
FFNM	FIRST FED OF NO MICHIGAN BANCORP	MI	OTC BB	8.00	4.6	0.37	89.84	0.35	21.62	23.53	94.56	NM	8.90
FBC	FLAGSTAR BANCORP	MI	NYSE	37.42	38.9	2.39	295.20	0.00	15.66	15.72	147.44	NM	12.68
NWBB	NEW BANCORP	MI	OTC BB	19.30	40.4	1.34	175.35	0.00	14.40	14.62	90.91	NM	11.01
SBT	STERLING BANCORP	MI	NASDAQ	12.70	0.0	863.18	58,231.47	0.00	0.01	0.01	NM	480.91	0.02
STBI	STURGIS BANCORP	MI	OTC BB	18.80	36.7	1.34	165.79	1.02	14.03	13.93	120.13	40.19	11.34
HMNF	HMN FINANCIAL	MN	NASDAQ	19.10	9.1	1.42	159.14	0.00	13.45	13.94	106.53	NM	12.00
REDW	REDWOOD FINANCIAL	MN	OTC PINK	45.00	25.0	6.15	664.92	0.40	7.32	7.32	58.90	NM	6.77
CCFC	CCSB FINANCIAL CORP	MO	OTC PINK	12.25	(2.5)	0.48	104.57	0.00	25.52	25.52	104.79	255.72	11.71
CFDB	CENTRAL FEDERAL S&L ASSN OF ROLLA	MO	OTC PINK	14.50	13.7	0.06	40.09	0.00	NM	NM	92.59	NM	36.17
NASB	NASB FINANCIAL	MO	OTC BB	37.50	7.9	3.74	262.05	3.16	10.03	10.11	126.69	NM	14.31
QRRY	QUARRY CITY S&L ASSN	MO	OTC BB	15.15	8.2	0.36	135.62	0.00	42.08	50.50	72.56	439.35	11.17

101

Page 4

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
ENFC	ENTEGRA FINANCIAL CORP	NC	NASDAQ	29.25	42.0	1.27	219.83	0.00	23.03	21.51	131.64	NM	13.31
KSBI	KS BANCORP	NC	OTC BB	30.11	62.8	2.24	282.32	0.32	13.44	13.50	108.19	126.20	10.67
LSFG	LIFESTORE FINANCIAL GROUP	NC	OTC PINK	24.00	33.3	1.79	264.81	0.00	13.41	15.00	90.53	183.35	9.06
EQFN	EQUITABLE FINANCIAL CORP	NE	NASDAQ	10.90	10.1	0.44	78.00	0.00	24.77	24.22	102.16	38.26	13.97
MCBK	MADISON COUNTY FINANCIAL	NE	OTC PINK	25.11	23.1	1.50	121.35	0.80	16.74	17.56	116.47	54.46	20.69
CSBK	CLIFTON BANCORP INC.	NJ	NASDAQ	17.10	1.1	0.28	70.47	1.10	61.07	68.40	131.94	NM	24.27
DLNO	DELANCO BANCORP	NJ	OTC PINK	15.19	31.5	0.26	134.41	0.00	58.42	46.03	105.05	278.04	11.30
ISBC	INVESTORS BANCORP	NJ	NASDAQ	13.88	(0.5)	0.63	80.98	0.50	22.03	22.39	134.76	NM	17.14
KRNY	KEARNY FINANCIAL CORP	NJ	NASDAQ	14.45	(7.1)	0.24	58.96	0.36	60.21	60.21	116.16	NM	24.51
MGYR	MAGYAR BANCORP	NJ	NASDAQ	12.80	6.7	0.27	103.60	0.00	47.41	40.00	150.06	NM	12.36
MSBF	MB BANCORP	NJ	NASDAQ	17.80	21.1	0.64	113.61	0.43	27.81	28.71	145.31	37.59	15.67
NFBK	NORTHFIELD BANCORP	NJ	NASDAQ	17.08	(14.5)	0.71	82.02	0.79	24.06	24.06	129.39	NM	20.82
OCFC	OCEANFIRST FINANCIAL CORP	NJ	NASDAQ	26.25	(12.6)	1.18	165.72	1.44	22.25	22.25	143.36	NM	15.84
ORIT	ORITANI FINANCIAL CORP	NJ	NASDAQ	16.40	(12.5)	1.09	89.23	3.25	15.05	24.85	133.66	NM	18.38
PFS	PROVIDENT FINANCIAL SERVICES	NJ	NYSE	26.97	(4.7)	1.46	142.85	1.86	18.47	18.60	137.88	NM	18.88
WAWL	WAWEL BANK	NJ	OTC PINK	3.80	(26.2)	(0.23)	32.94	0.00	NM	NM	122.58	NM	11.54
BCTF	BANCORP 34	NM	NASDAQ	14.75	NM	1.38	105.32	0.00	10.69	59.00	97.81	NM	14.00
CARV	CARVER BANCORP	NY	NASDAQ	2.91	(9.6)	(1.18)	180.30	0.00	NM	NM	NM	NM	1.61
DCOM	DIME COMMUNITY BANCSHARES	NY	NASDAQ	20.95	4.2	0.99	172.21	1.40	21.16	22.77	133.78	NM	12.17
ESBK	ELMIRA SAVINGS BANK	NY	NASDAQ	20.45	0.0	1.68	213.80	1.61	12.17	12.25	82.43	48.14	9.57
FSBC	FSB COMMUNITY BANKSHARES	NY	NASDAQ	17.00	19.7	0.57	161.73	0.00	29.82	30.36	101.67	NM	10.51
NCXS	NATIONAL BANK OF COXSACKIE	NY	OTC PINK	43.10	(29.3)	2.52	863.66	0.00	17.10	18.03	59.07	NM	4.99
NYCB	NEW YORK COMMUNITY BANCORP	NY	NYSE	13.02	(18.2)	0.91	99.08	1.70	14.31	15.50	94.21	NM	13.14

102

Page 5

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
SNNF	SENECA FIN CORP	NY	OTC PINK	8.76	0.0	0.35	90.06	0.00	25.03	28.26	146.98	NM	9.73
SNNY	SUNNYSIDE BANCORP	NY	OTC BB	17.00	27.8	(0.14)	109.16	0.00	NM	NM	122.30	NM	15.57
TRST	TRUSTCO BANK CORP NY	NY	NASDAQ	9.20	5.1	0.48	50.69	0.66	19.17	19.17	194.50	NM	18.15
ASBN	ASB FINANCIAL CORP	OH	OTC PINK	18.90	40.0	1.39	147.95	2.16	13.60	13.40	120.46	46.63	12.77
CNNB	CINCINNATI BANCORP	OH	OTC BB	10.43	9.8	0.47	95.05	0.00	22.19	22.19	96.75	62.46	10.97
CIBN	COMMUNITY INVESTORS BANCORP	OH	OTC PINK	15.95	10.0	1.01	274.56	0.55	15.79	14.63	66.10	283.00	5.81
FDEF	FIRST DEFIANCE FINANCIAL CORP	OH	NASDAQ	51.97	2.4	2.98	289.20	2.38	17.44	17.62	143.37	36.65	17.97
FNFI	FIRST NILES FINANCIAL	OH	OTC PINK	11.15	1.8	0.34	85.60	0.24	32.79	46.46	102.29	109.49	13.03
HCFL	HOME CITY FINANCIAL CORP	OH	OTC PINK	28.80	36.8	3.18	204.40	0.71	9.06	9.11	125.65	108.75	14.09
HLFN	HOME LOAN FINANCIAL CORP	OH	OTC BB	26.00	(9.9)	2.04	141.67	2.40	12.75	12.75	168.50	59.88	18.35
MWBC	MW BANCORP INC	OH	OTC BB	24.25	28.4	1.75	174.44	0.91	13.86	69.29	124.74	NM	13.90
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH	OTC PINK	27.50	13.9	2.08	158.76	3.37	13.22	13.22	97.80	61.81	17.32
UCFC	UNITED COMMUNITY FINANCIAL CORP	OH	NASDAQ	9.13	2.1	0.45	52.39	0.21	20.29	20.75	155.54	NM	17.43
VERF	VERSAILLES FINANCIAL CORP	OH	OTC BB	24.00	18.5	1.03	171.45	0.00	23.30	23.30	75.14	NM	14.00
WAYN	WAYNE SAVINGS BANCSHARES	OH	NASDAQ	18.45	11.8	1.08	160.75	1.20	17.08	17.08	120.51	37.61	11.48
BNCL	BENEFICIAL MUTUAL BANCORP	PA	NASDAQ	16.45	(10.6)	0.46	76.87	0.48	35.76	34.27	119.99	NM	21.40
ESSA	ESSA BANCORP	PA	NASDAQ	15.67	(0.3)	0.63	153.95	0.90	24.87	27.02	99.43	NM	10.18
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA	OTC PINK	23.25	7.4	1.65	202.11	2.16	14.09	14.62	127.61	NM	11.50
MLVF	MALVERN BANCORP	PA	NASDAQ	26.20	23.9	1.16	159.03	0.00	22.59	24.04	167.95	NM	16.47
NWBI	NORTHWEST BANCSHARES	PA	NASDAQ	16.73	(7.2)	0.94	93.07	1.26	17.80	22.01	142.26	NM	17.98
PBIP	PRUDENTIAL BANCORP	PA	NASDAQ	17.60	2.8	0.37	99.73	0.30	47.57	80.00	126.62	NM	17.65
QNTO	QUAINT OAK BANCORP	PA	OTC PINK	13.00	8.3	0.93	120.80	0.43	13.98	13.27	113.04	84.46	10.76
STND	STANDARD FINANCIAL CORP	PA	NASDAQ	30.08	19.4	0.78	205.50	1.32	38.56	39.58	107.93	127.79	14.64

103

Page 6

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				PER SHARE					PRICING RATIOS
					52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
				Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
		State	Exchange	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
WVFC	WVS FINANCIAL CORP	PA	NASDAQ	15.49	5.2	0.87	177.26	0.52	17.80	17.80	92.75	59.47	8.74
WVFC	WVS FINANCIAL CORP	PA	NASDAQ	15.49	5.2	0.87	177.26	0.52	17.80	17.80	92.75	92.75	8.74
CWAY	COASTWAY BANCORP	RI	NASDAQ	21.20	35.5	0.71	159.61	0.00	29.86	29.86	131.27	58.83	13.28
FCPB	FIRST CAPITAL BANCSHARES	SC	OTC PINK	6.05	(23.9)	0.64	92.89	0.00	9.45	9.31	40.55	111.44	6.51
FSGB	FIRST FEDERAL OF SOUTH CAROLINA	SC	OTC PINK	4.30	(4.2)	0.03	3.43	0.00	NM	NM	NM	NM	NM
CASH	META FINANCIAL GROUP	SD	NASDAQ	92.65	(10.0)	4.67	543.34	1.30	19.84	19.88	205.20	NM	17.05
AFCB	ATHENS BANCSHARES CORP	TN	NASDAQ	38.50	10.8	2.31	256.98	0.30	16.67	19.35	137.50	163.33	14.98
SFBK	SFB BANCORP	TN	OTC PINK	30.20	(9.0)	1.26	160.28	2.05	23.97	24.35	119.04	NM	18.84
UNTN	UNITED TENNESSEE BANKSHARES	TN	OTC PINK	21.60	13.7	1.92	248.08	1.06	11.25	11.37	83.56	150.10	8.71
BAFI	BANCAFFILIATED	TX	OTC PINK	75.00	0.0	27.11	2,215.67	1.50	2.77	2.76	NM	NM	3.38
TBK	TRIUMPH BANCORP	TX	NASDAQ	31.50	20.5	1.74	139.58	0.00	18.10	17.90	169.90	NM	22.57
ANCB	ANCHOR BANCORP	WA	NASDAQ	24.80	(8.8)	1.36	184.30	0.00	18.24	18.51	92.68	90.54	13.46
FSBW	FS BANCORP	WA	NASDAQ	54.57	51.8	3.67	270.14	0.97	14.87	16.59	169.63	63.86	20.20
RVSB	RIVERVIEW BANCORP	WA	NASDAQ	8.67	23.9	0.44	50.93	0.21	19.70	19.70	167.37	NM	17.02
TSBK	TIMBERLAND BANCORP	WA	NASDAQ	26.55	28.5	1.92	129.33	1.10	13.83	13.83	176.06	NM	20.53
BKMU	BANK MUTUAL CORP	WI	NASDAQ	10.65	12.7	0.34	58.64	0.55	31.32	31.32	167.45	NM	18.16
HWIS	HOME BANCORP WISCONSIN	WI	OTC PINK	12.90	17.6	(0.09)	165.91	0.00	NM	NM	107.59	NM	7.78
WSBF	WATERSTONE FINANCIAL	WI	NASDAQ	17.05	(7.3)	0.99	62.80	2.05	17.22	17.40	122.05	NM	27.15
WBB	WESTBURY BANCORP	WI	NASDAQ	23.00	11.1	0.87	214.51	0.00	26.44	27.06	112.86	55.15	10.72

104

Page 7

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF SEPTEMBER 30, 2017

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

	PER SHARE					PRICING RATIOS
		52 Week	Earnings		12 Month	Price/Net	Price/Core	Price/	Price/Tang.	Price/
	Price	Change	(EPS)	Assets	Div.	Earnings	Earnings	Book Value	Book Value	Assets
	($)	(%)	($)	($)	($)	(X)	(X)	(X)	(X)	(X)
ALL INSTITUTIONS
AVERAGE	26.90	54.54	7.88	618.13	0.64	22.45	24.55	125.72	133.94	14.45
HIGH	591.14	5,373.50	863.18	58,231.47	3.37	77.53	99.33	245.44	480.91	36.17
LOW	0.22	(31.30)	(1.56)	3.43	0.00	0.01	0.01	40.55	36.65	0.02
AVERAGE FOR STATE
IN	108.52	796.40	2.92	276.40	1.06	17.41	16.48	126.92	93.54	11.92
AVERAGE BY REGION
MID-ATLANTIC	17.42	3.72	0.68	119.88	0.68	24.93	25.40	122.51	25.19	15.35
MIDWEST	35.05	156.60	23.00	1,636.43	0.75	18.68	21.38	102.32	93.84	12.10
NORTH CENTRAL	26.83	6.01	1.77	201.76	0.77	16.52	17.37	109.59	81.41	16.89
NORTHEAST	27.31	8.63	1.22	207.05	0.54	19.33	20.88	136.03	23.23	14.48
SOUTHEAST	21.05	18.35	1.17	151.47	0.33	19.75	20.40	111.06	53.02	14.25
SOUTHWEST	32.46	17.26	5.21	469.27	0.45	21.25	28.19	109.07	37.48	13.68
WEST	23.84	16.58	1.48	138.94	0.81	18.32	18.52	141.42	15.44	16.63
AVERAGE BY EXCHANGE
NYSE	25.80	5.33	1.59	179.04	1.19	16.15	16.61	126.51	0.00	14.90
NASDAQ	24.21	8.77	12.99	949.83	0.66	22.78	24.51	133.86	30.37	16.17
OTC BB	39.81	206.16	1.10	163.40	0.59	20.60	23.71	108.84	101.03	12.97
OTC PINK	20.19	12.80	2.49	287.57	0.57	13.01	13.25	82.07	66.11	10.50

105

EXHIBIT 31

Page 1

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
ABCB	AMERIS BANCORP	GA	7,649,820	801,921	657,654	1.14	1.15	11.05	11.14	NASDAQ	34,902,946	1,682,322
ABNK	ALTAPACIFIC BANCORP	CA	421,410	62,595	59,344	1.17	1.17	7.64	7.60	OTC PINK	6,096,302	77,362
ACFC	ATLANTIC COAST FINANCIAL CORP	FL	922,834	91,394	90,356	0.89	0.77	9.16	7.91	NASDAQ	15,553,709	146,671
AFBA	ALLIED FIRST BANCORP	IL	97,322	10,574	10,574	2.26	1.16	21.00	10.80	OTC BB	511,000	894
AFCB	ATHENS BANCSHARES CORP	TN	464,130	50,576	47,455	0.92	0.79	8.44	7.26	NASDAQ	1,806,084	69,534
AJSB	AJS BANCORP	IL	199,460	29,673	29,671	0.22	0.17	1.50	1.13	OTC BB	2,149,860	32,033
ANCB	ANCHOR BANCORP	WA	459,820	66,776	66,530	0.74	0.73	5.17	5.10	NASDAQ	2,494,940	61,875
ASBN	ASB FINANCIAL CORP	OH	292,807	31,049	28,140	0.97	0.98	8.98	9.07	OTC PINK	1,979,034	37,404
BAFI	BANCAFFILIATED	TX	616,954	63,628	60,755	1.21	1.21	12.11	12.12	OTC PINK	278,450	20,884
BCTF	BANCORP 34	NM	362,721	51,919	51,548	1.40	0.25	9.32	1.70	NASDAQ	3,443,922	50,798
BFFI	BEN FRANKLIN FINANCIAL	IL	100,830	7,296	7,296	(1.21)	(1.29)	(14.47)	(15.49)	OTC BB	710,038	6,816
BHBK	BLUE HILLS BANCORP	MA	2,546,662	339,034	327,752	0.77	0.76	5.05	5.00	NASDAQ	26,869,088	540,069
BKMU	BANK MUTUAL CORP	WI	2,693,892	292,350	286,072	0.59	0.59	5.44	5.42	NASDAQ	45,938,464	489,245
BLMT	BSB BANCORP INC.	MA	2,500,025	175,561	174,827	0.67	0.67	9.29	9.31	NASDAQ	9,714,775	284,157
BNCL	BENEFICIAL MUTUAL BANCORP	PA	5,821,303	1,038,338	863,924	0.60	0.62	3.39	3.52	NASDAQ	75,725,817	1,245,690
BOFI	BOFI HOLDING	CA	8,581,628	866,694	858,650	1.63	1.61	16.99	16.83	NASDAQ	63,655,970	1,903,314
BYBK	BAY BANCORP	MD	651,412	71,810	69,395	0.83	(20.85)	7.72	(193.89)	NASDAQ	10,717,889	131,026
BYFC	BROADWAY FINANCIAL CORP	CA	437,864	48,115	48,091	0.71	0.71	6.63	6.64	NASDAQ	18,694,823	44,120
CARV	CARVER BANCORP	NY	666,416	46,674	46,503	(0.64)	(0.63)	(9.03)	(8.86)	NASDAQ	3,696,087	10,756
CASH	META FINANCIAL GROUP	SD	5,228,346	434,496	283,595	1.03	1.03	10.90	10.87	NASDAQ	9,622,595	891,533
CCFC	CCSB FINANCIAL CORP	MO	95,889	10,715	10,650	0.46	0.46	4.21	4.19	OTC PINK	916,945	11,233
CFBI	COMM FIRST BANCSHARES	GA	279,492	76,796	76,796	0.50	0.50	2.45	2.43	NASDAQ	7,538,250	87,444
CFDB	CENTRAL FEDERAL S&L ASSN OF ROLLA	MO	68,722	26,835	26,835	0.14	0.07	0.37	0.18	OTC PINK	1,714,020	24,853

106

Page 2

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
CFFN	CAPITOL FEDERAL FINANCIAL	KS	9,211,858	1,368,313	1,367,852	0.92	0.91	6.14	6.13	NASDAQ	138,223,835	1,853,582
CHFN	CHARTER FINANCIAL CORP	GA	1,645,163	214,199	169,727	0.95	0.90	6.87	6.49	NASDAQ	15,115,883	265,133
CIBN	COMMUNITY INVESTORS BANCORP	OH	144,145	12,669	12,071	0.37	0.40	4.24	4.60	OTC PINK	525,000	8,374
CNNB	CINCINNATI BANCORP	OH	166,617	18,890	18,025	0.52	0.52	4.41	4.41	OTC BB	1,752,947	18,283
CSBK	CLIFTON BANCORP INC.	NJ	1,554,903	285,943	285,943	0.42	0.38	2.10	1.88	NASDAQ	22,064,768	377,308
CTUY	CENTURY NEXT FINANCIAL CORP	LA	275,901	25,518	25,518	1.04	1.05	10.93	11.00	OTC BB	1,040,000	30,420
CWAY	COASTWAY BANCORP	RI	701,086	70,926	70,812	0.47	0.47	4.48	4.46	NASDAQ	4,392,441	93,120
DCOM	DIME COMMUNITY BANCSHARES	NY	6,444,429	586,037	530,285	0.60	0.56	6.45	6.00	NASDAQ	37,422,884	784,009
DLNO	DELANCO BANCORP	NJ	127,073	13,672	13,672	0.20	0.25	1.88	2.37	OTC PINK	945,425	14,361
DSFN	DSA FINANCIAL CORP	IN	116,322	15,771	15,459	0.60	0.54	4.76	4.28	OTC BB	1,670,000	987,204
EBSB	MERIDIAN BANCORP	MA	5,086,671	640,404	626,603	0.95	0.83	7.26	6.32	NASDAQ	53,596,105	1,104,080
EGDW	EDGEWATER BANCORP	MI	157,656	13,530	13,149	0.39	0.42	4.44	4.84	OTC BB	667,898	12,890
ENFC	ENTEGRA FINANCIAL CORP	NC	1,419,833	143,525	131,297	0.60	0.64	5.96	6.37	NASDAQ	6,458,679	188,916
EQFN	EQUITABLE FINANCIAL CORP	NE	262,781	35,946	34,820	0.60	0.61	4.17	4.22	NASDAQ	3,368,932	36,721
ESBK	ELMIRA SAVINGS BANK	NY	565,204	65,590	51,670	0.78	0.78	7.33	7.28	NASDAQ	2,643,652	54,063
ESSA	ESSA BANCORP	PA	1,785,218	182,727	166,850	0.41	0.38	4.11	3.74	NASDAQ	11,596,263	181,713
FBC	FLAGSTAR BANCORP	MI	16,880,117	1,451,000	1,183,851	0.88	0.88	9.81	9.80	NYSE	57,181,536	2,139,733
FBNK	FIRST CONNECTICUT BANCORP	CT	3,002,068	273,193	267,924	0.68	0.68	7.45	7.45	NASDAQ	15,952,946	417,170
FCAP	FIRST CAPITAL	IN	752,219	81,486	73,865	0.92	0.91	8.80	8.70	NASDAQ	3,336,964	122,600
FCPB	FIRST CAPITAL BANCSHARES	SC	52,367	8,411	8,411	0.67	0.69	4.34	4.43	OTC PINK	563,728	3,411
FDEF	FIRST DEFIANCE FINANCIAL CORP	OH	2,935,162	367,924	253,800	1.08	1.07	8.79	8.71	NASDAQ	10,149,184	527,453
FDLB	FIDELITY FEDERAL BANCORP	IN	622,055	72,672	70,691	1.66	1.16	14.24	9.93	OTC PINK	773,000	19,325
FFHD	FIRSTATLANTIC BANK	FL	464,743	56,812	54,546	0.95	0.95	7.84	7.85	OTC BB	6,169,969	108,838

107

Page 3

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
FFNM	FIRST FED OF NO MICHIGAN BANCORP	MI	335,120	31,563	30,461	0.41	0.37	4.55	4.09	OTC BB	3,730,000	29,840
FNFI	FIRST NILES FINANCIAL	OH	95,288	12,139	12,139	0.40	0.27	3.22	2.21	OTC PINK	1,113,172	12,412
FPBF	FPB FINANCIAL CORP	LA	337,591	31,316	31,316	0.61	0.61	6.69	6.66	OTC PINK	1,610,000	28,336
FSBC	FSB COMMUNITY BANKSHARES	NY	302,874	31,313	30,418	0.37	0.36	3.37	3.28	NASDAQ	1,872,753	31,837
FSBW	FS BANCORP	WA	992,728	118,239	108,698	1.49	1.34	14.49	13.01	NASDAQ	3,674,902	200,539
FSGB	FIRST FEDERAL OF SOUTH CAROLINA	SC	82,569	5,319	4,965	0.81	0.86	12.84	13.72	OTC PINK	24,065,545	103,482
GTPS	GREAT AMERICAN BANCORP	IL	173,634	17,036	15,852	0.47	0.47	4.97	4.89	OTC BB	512,000	15,386
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA	763,986	68,859	68,859	0.81	0.78	9.23	8.89	OTC PINK	3,780,000	87,885
HBK	HAMILTON BANCORP	MD	509,375	61,777	52,537	(0.02)	(0.17)	(0.14)	(1.43)	NASDAQ	3,411,075	52,531
HCFL	HOME CITY FINANCIAL CORP	OH	166,961	18,719	18,719	1.59	1.58	14.66	14.57	OTC PINK	816,820	23,524
HFBL	HOME FED BANCORP OF LOUISIANA	LA	418,595	46,363	46,164	0.95	0.91	8.69	8.36	NASDAQ	1,927,053	54,198
HIBE	HIBERNIA BANCORP	LA	136,456	18,933	18,933	0.32	0.32	2.23	2.23	OTC BB	1,032,667	32,023
HIFS	HINGHAM INSTITUTION FOR SAVINGS	MA	2,214,967	179,718	179,718	1.21	1.21	14.90	14.84	NASDAQ	2,130,750	441,065
HLFN	HOME LOAN FINANCIAL CORP	OH	212,511	23,145	22,998	1.47	1.47	13.31	13.30	OTC BB	1,500,000	39,000
HMNF	HMN FINANCIAL	MN	715,746	80,632	77,797	0.91	0.88	8.17	7.86	NASDAQ	4,497,538	85,903
HONE	HARBORONE BANCORP	MA	2,593,663	340,601	306,595	0.46	0.47	3.52	3.55	NASDAQ	32,662,295	625,810
HWIS	HOME BANCORP WISCONSIN	WI	149,184	10,781	10,781	(0.05)	(0.07)	(0.69)	(0.85)	OTC PINK	899,190	11,600
IFSB	COLOMBO BANK	MD	202,888	20,871	20,871	0.35	0.35	3.44	3.48	OTC PINK	1,550,000	341
IROQ	IF BANCORP	IL	612,009	84,742	84,019	0.61	0.47	4.32	3.36	NASDAQ	3,940,408	77,468
ISBC	INVESTORS BANCORP	NJ	24,795,214	3,155,132	3,055,565	0.80	0.79	6.11	6.03	NASDAQ	306,176,459	4,249,729
JXSB	JACKSONVILLE BANCORP	IL	336,610	45,157	41,882	0.98	0.82	7.35	6.21	NASDAQ	1,790,000	57,316
KRNY	KEARNY FINANCIAL CORP	NJ	4,808,150	1,014,233	905,015	0.40	0.41	1.79	1.81	NASDAQ	81,547,848	1,178,366
KSBI	KS BANCORP	NC	369,695	36,449	36,449	0.80	0.80	8.29	8.25	OTC BB	1,309,500	39,429

108

Page 4

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
LSFG	LIFESTORE FINANCIAL GROUP	NC	278,049	27,831	26,982	0.69	0.61	6.56	5.86	OTC PINK	1,050,000	25,200
MBCQ	MB BANCORP	MD	137,802	30,416	30,416	(0.78)	(0.83)	(3.52)	(3.74)	OTC BB	1,940,200	30,558
MCBK	MADISON COUNTY FINANCIAL	NE	381,037	67,698	64,786	1.28	1.22	7.09	6.77	OTC PINK	3,140,000	78,845
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL	116,982	11,175	11,175	0.07	(0.05)	0.72	(0.52)	OTC PINK	372,600	9,315
MGYR	MAGYAR BANCORP	NJ	603,012	49,678	49,609	0.26	0.31	3.18	3.79	NASDAQ	5,820,746	74,506
MLGF	MALAGA FINANCIAL CORPORATION	CA	1,033,342	133,882	133,882	1.29	1.29	9.93	9.93	OTC BB	6,030,000	178,367
MLVF	MALVERN BANCORP	PA	1,045,252	102,520	102,252	0.78	0.74	7.37	6.92	NASDAQ	6,572,684	172,204
MSBF	MB BANCORP	NJ	541,746	58,422	58,422	0.61	0.60	4.97	4.85	NASDAQ	4,768,632	84,882
MTGB	MEETINGHOUSE BANCORP	MA	114,104	9,752	9,455	(0.08)	(0.11)	(0.93)	(1.33)	OTC BB	661,250	17,126
MWBC	MW BANCORP INC	OH	155,466	17,324	17,201	1.11	0.22	9.16	1.83	OTC BB	891,209	21,612
NASB	NASB FINANCIAL	MO	2,062,303	232,969	216,734	1.48	1.47	13.01	12.94	OTC BB	7,870,000	295,125
NCXS	NATIONAL BANK OF COXSACKIE	NY	304,419	25,717	25,717	0.30	0.28	3.53	3.34	OTC PINK	352,475	15,192
NFBK	NORTHFIELD BANCORP	NJ	4,009,055	645,157	605,157	0.89	0.89	5.47	5.46	NASDAQ	48,880,772	834,884
NWBB	NEW BANCORP	MI	126,167	15,274	14,322	0.83	0.82	6.53	6.42	OTC BB	719,531	13,887
NWBI	NORTHWEST BANCSHARES	PA	9,545,410	1,205,847	867,303	1.00	0.81	8.15	6.58	NASDAQ	102,565,667	1,715,924
NWIN	NORTHWEST INDIANA BANCORP	IN	916,347	91,222	87,940	1.03	0.92	10.72	9.58	OTC BB	2,864,007	127,448
NYCB	NEW YORK COMMUNITY BANCORP	NY	48,457,891	6,759,654	4,316,662	0.91	0.84	6.75	6.23	NYSE	489,061,848	6,367,585
OCFC	OCEANFIRST FINANCIAL CORP	NJ	5,397,115	596,252	438,568	0.73	0.73	6.60	6.56	NASDAQ	32,567,477	854,896
ORIT	ORITANI FINANCIAL CORP	NJ	4,120,195	566,452	566,452	1.23	0.74	9.10	5.49	NASDAQ	46,176,504	757,295
OTTW	OTTAWA SAVINGS BANCORP	IL	245,686	52,913	51,552	0.64	0.60	2.91	2.74	OTC BB	3,469,402	50,098
PBIP	PRUDENTIAL BANCORP	PA	898,392	125,240	118,023	0.42	0.24	2.69	1.58	NASDAQ	9,008,124	158,543
PBSK	POAGE BANKSHARES	KY	460,260	66,035	63,658	0.37	0.39	2.51	2.63	NASDAQ	3,521,903	73,960
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH	392,148	69,468	69,468	1.31	1.31	7.47	7.47	OTC PINK	2,470,032	67,926

109

Page 5

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
PFS	PROVIDENT FINANCIAL SERVICES	NJ	9,495,146	1,300,324	879,448	1.02	1.01	7.61	7.54	NYSE	66,467,819	1,792,637
PLRM	PILGRIM BANCSHARES	MA	262,832	33,935	33,935	0.50	0.50	3.89	3.88	OTC BB	2,254,950	42,889
PPSF	PEOPLES-SIDNEY FINANCIAL CORP	OH	107,722	14,942	14,942	0.53	0.55	3.96	4.09	OTC PINK	1,361,048	13,951
PROV	PROVIDENT FINANCIAL HOLDINGS	CA	1,193,785	124,921	124,057	0.28	0.29	2.62	2.68	NASDAQ	7,609,552	140,016
PVBC	PROVIDENT BANCORP	MA	928,219	116,054	116,054	0.92	0.61	7.00	4.69	NASDAQ	9,627,988	254,660
QNTO	QUAINT OAK BANCORP	PA	231,268	22,018	21,011	0.80	0.84	8.35	8.73	OTC PINK	1,914,486	24,888
QRRY	QUARRY CITY S&L ASSN	MO	55,293	8,514	8,226	0.27	0.23	1.73	1.46	OTC BB	407,691	6,177
REDW	REDWOOD FINANCIAL	MN	291,602	33,506	27,909	0.98	0.98	8.21	8.21	OTC PINK	438,551	19,735
RNDB	RANDOLPH BANCORP	MA	506,555	83,240	77,110	(0.19)	(0.28)	(1.14)	(1.64)	NASDAQ	5,868,544	90,082
RVSB	RIVERVIEW BANCORP	WA	1,147,680	116,742	88,041	0.90	0.90	8.72	8.78	NASDAQ	22,533,912	195,369
RYFL	ROYAL FINANCIAL	IL	323,671	36,965	36,073	1.08	0.89	9.56	7.89	OTC BB	2,510,000	38,278
SBCP	SUNSHINE BANCORP	FL	942,747	118,274	96,217	0.55	0.55	4.55	4.55	NASDAQ	8,026,354	184,125
SBT	STERLING BANCORP	MI	2,636,197	184,472	177,004	1.66	1.69	22.64	23.11	NASDAQ	45,271	575
SFBK	SFB BANCORP	TN	63,630	10,072	9,899	0.80	0.79	4.79	4.74	OTC PINK	397,000	11,989
SIFI	SI FINANCIAL GROUP	CT	1,584,286	171,002	152,974	0.84	0.50	7.92	4.71	NASDAQ	12,230,680	179,791
SNNF	SENECA FIN CORP	NY	178,324	11,799	11,799	0.40	0.36	6.11	5.37	OTC PINK	1,980,000	17,345
SNNY	SUNNYSIDE BANCORP	NY	86,616	11,030	11,030	(0.13)	(0.17)	(1.05)	(1.40)	OTC BB	793,500	13,490
STBI	STURGIS BANCORP	MI	404,526	38,177	30,889	0.81	0.82	8.72	8.76	OTC BB	2,440,000	45,872
STND	STANDARD FINANCIAL CORP	PA	982,921	133,290	103,215	0.51	0.50	3.70	3.61	NASDAQ	4,783,023	143,873
SUGR	SUGAR CREEK FINANCIAL CORP	IL	95,764	10,581	10,581	0.21	0.21	1.76	1.74	OTC BB	808,530	10,551
SVBI	SEVERN BANCORP	MD	801,231	92,010	90,444	0.54	0.57	4.76	4.99	NASDAQ	12,245,425	88,841
SZBI	SOUTHFIRST BANCSHARES	AL	88,599	10,057	10,057	0.49	0.57	4.35	5.14	OTC PINK	702,000	3,103
TBK	TRIUMPH BANCORP	TX	2,906,161	386,097	343,645	1.31	1.33	11.25	11.38	NASDAQ	20,820,900	655,858

110

Page 6

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
			Total	Total	Total		Core		Core		Number of	Mkt. Value
			Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
		State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
TBNK	TERRITORIAL BANCORP	HI	1,962,523	237,292	237,017	0.89	0.86	7.34	7.11	NASDAQ	9,855,555	304,241
TDCB	THIRD CENTURY BANCORP	IN	153,918	15,354	15,155	0.58	0.58	5.51	5.51	OTC BB	1,420,000	18,176
TRST	TRUSTCO BANK CORP NY	NY	4,871,816	454,928	454,375	0.95	0.93	10.50	10.30	NASDAQ	96,107,596	884,190
TSBK	TIMBERLAND BANCORP	WA	952,024	111,000	103,525	1.51	1.51	13.36	13.34	NASDAQ	7,361,077	195,437
UBNK	UNITED FINANCIAL BANCORP	CT	6,989,048	690,653	559,394	0.88	0.87	8.87	8.76	NASDAQ	50,821,391	896,489
UCBA	UNITED COMMUNITY BANCORP	IN	538,844	72,058	68,624	0.70	0.69	5.27	5.25	NASDAQ	4,201,113	86,333
UCFC	UNITED COMMUNITY FINANCIAL CORP	OH	2,607,085	291,851	261,809	0.90	0.88	8.08	7.94	NASDAQ	49,758,487	454,295
UNTN	UNITED TENNESSEE BANKSHARES	TN	205,159	21,374	21,374	0.78	0.77	7.59	7.53	OTC PINK	827,000	17,863
VERF	VERSAILLES FINANCIAL CORP	OH	56,461	10,520	10,520	0.61	0.61	3.26	3.26	OTC BB	329,320	7,904
WAWL	WAWEL BANK	NJ	71,802	6,761	6,761	(0.69)	(1.01)	(7.11)	(10.40)	OTC PINK	2,180,000	8,284
WAYN	WAYNE SAVINGS BANCSHARES	OH	447,169	42,598	40,377	0.67	0.67	7.22	7.21	NASDAQ	2,781,839	51,325
WBB	WESTBURY BANCORP	WI	792,005	75,253	74,548	0.42	0.41	4.19	4.12	NASDAQ	3,692,166	84,920
WCFB	WCF BANCORP	IA	111,668	28,971	28,908	0.14	0.05	0.56	0.21	NASDAQ	2,561,542	24,386
WEBK	WELLESLEY BANCORP	MA	767,943	59,043	58,937	0.67	0.67	8.55	8.55	NASDAQ	2,492,352	74,023
WEIN	WEST END INDIANA BANCSHARES	IN	296,998	29,031	28,330	0.40	0.60	4.11	6.11	OTC BB	1,066,751	30,818
WNEB	WESTERN NEW ENGLAND BANCORP	MA	2,086,378	252,555	235,532	0.70	0.67	5.83	5.60	NASDAQ	30,816,813	335,903
WSBF	WATERSTONE FINANCIAL	WI	1,851,585	411,930	410,611	1.61	1.60	7.11	7.05	NASDAQ	29,483,346	502,691
WSFS	WSFS FINANCIAL CORP	DE	6,875,344	740,861	551,745	1.14	1.11	10.95	10.65	NASDAQ	31,410,498	1,502,992
WVFC	WVS FINANCIAL CORP	PA	355,972	33,545	33,545	0.50	0.50	5.26	5.26	NASDAQ	2,008,144	31,106

111

Page 7

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

		ASSETS AND EQUITY			PROFITABILITY				CAPITAL ISSUES
		Total	Total	Total		Core		Core		Number of	Mkt. Value
		Assets	Equity	Tang. Equity	ROAA	ROAA	ROAE	ROAE		Shares	of Shares
	State	($000)	($000)	($000)	(%)	(%)	(%)	(%)	Exchange	Outstanding	($000)
ALL INSTITUTIONS
AVERAGE		2,056,044	251,996	212,175	0.90	0.80	7.29	6.51		18,821,719	344,684
MEDIAN		507,965	64,609	60,050	0.71	0.67	6.49	5.56		3,456,662	74,265
HIGH		48,457,891	6,759,654	4,316,662	2.26	1.69	22.64	23.11		489,061,848	6,367,585
LOW		52,367	5,319	4,965	(1.21)	(20.85)	(14.47)	(193.89)		45,271	341
AVERAGE FOR STATE
IN		485,243	53,942	51,438	0.97	0.86	8.88	7.94		2,190,262	198,843
AVERAGE BY REGION
MID-ATLANTIC		3,312,738	447,006	385,577	0.82	0.60	6.02	4.41		34,493,298	607,510
MIDWEST		914,806	98,357	87,051	0.88	0.85	8.01	7.77		6,287,507	155,988
NORTH CENTRAL		1,680,477	211,690	195,283	1.00	0.99	7.60	7.56		15,705,604	302,554
NORTHEAST		4,009,182	483,379	368,387	0.85	0.80	7.14	6.67		37,170,351	564,922
SOUTHEAST		995,255	111,534	96,146	0.95	0.95	8.66	8.58		8,299,110	195,831
SOUTHWEST		722,054	89,111	82,554	1.19	1.11	10.40	9.75		4,307,570	124,645
WEST		1,718,280	188,626	182,784	1.31	1.29	12.29	12.12		14,800,703	330,064
AVERAGE BY EXCHANGE
NYSE		24,944,385	3,170,326	2,126,654	0.92	0.87	7.33	6.95		204,237,068	3,433,318
NASDAQ		2,561,007	310,706	280,919	0.89	0.77	7.23	6.26		24,796,598	455,386
OTC		311,119	36,102	34,839	0.93	0.88	7.98	7.59		1,974,407	76,714
OTC PINK		239,677	27,678	26,900	0.87	0.81	7.52	7.03		2,234,890	27,532

32

EXHIBIT 32

RECENT STANDARD AND SECOND STAGE CONVERSIONS

JANUARY 1, 2017, THROUGH FEBRUARY 28, 2108

PRICE CHANGES FROM IPO DATE

				Percentage Price Change
				From Initial Trading Date
		Conversion		One		One		One		Through
Company Name	Ticker	Date	Exchange	Day		Week		Month		2/12/16
Community Savings Bancorp	CCSB	1/10/2017	OTC Pink	30.00		30.00		30.00		40.50	%
HV Bancorp, Inc.	HVBC	1/12/2017	NASDAQ	36.70		41.30		39.90		40.20
PCSB Financial Corp.	PCSB	4/21/2017	NASDAQ	64.60		63.50		63.60		94.80
Eagle Financial Bancorp	EFBI	7/21/2017	NASDAQ	49.20		51.00		60.00		60.00
		AVERAGE		45.13	%	46.45	%	48.38	%	58.88	%
		MEDIAN		42.95	%	46.15	%	49.95	%	50.25	%

113

EXHIBIT 33

KELLER & COMPANY

Dublin, Ohio

614-766-1426

RECENT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF MID-SOUTHERN SAVINGS BANK

NONE

(that were potential comparable group candidates)

114

EXHIBIT 34

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

Most Recent Quarter

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central and Southwest
	Asset Size: < $1 Billion
	Stock trades on the NYSE or NASDAQ exchanges							Total
	No Recent Acquisition Activity			Cash &		1-4 Fam.	Total Net	Net Loans	Borrowed
			Total	Securities/	MBS/	Loans/	Loans/	& MBS/	Funds/	Equity/
			Assets	Assets	Assets	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	17.14	13.05	45.22	65.03	78.08	0.00	13.67
	DEFINED PARAMETERS FOR						50.00 -	70.00 -		8.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 25.00	< 20.00	<  55.00	95.00	95.00	< 15.00	15.00
WCFB	WCF BANCORP	IA	111,668	16.57	21.62	44.03	52.71	74.33	3.41	25.94
IROQ	IF BANCORP	IL	612,009	4.73	14.43	23.40	76.12	90.55	11.56	13.85
JXSB	JACKSONVILLE BANCORP	IL	336,610	21.54	16.61	15.38	54.70	71.31	2.19	13.42
FCAP	FIRST CAPITAL	IN	752,219	23.41	17.73	17.22	53.28	71.01	0.55	10.83
UCBA	UNITED COMMUNITY BANCORP	IN	538,844	22.84	17.26	27.60	53.33	70.59	1.88	13.37
PBSK	POAGE BANKSHARES	KY	460,260	13.07	7.02	38.17	73.05	80.07	2.82	14.35
HFBL	HOME FED BANCORP OF LOUISIANA	LA	418,595	1.51	13.27	35.56	76.81	90.08	8.32	11.08
PVBC	PROVIDENT BANCORP	MA	928,219	9.91	3.74	11.74	80.64	84.38	8.44	12.50
RNDB	RANDOLPH BANCORP	MA	506,555	7.57	7.53	48.99	73.59	81.12	12.13	16.43
WEBK	WELLESLEY BANCORP	MA	767,943	10.58	2.03	55.80	84.46	86.49	14.88	7.69
BYBK	BAY BANCORP	MD	651,412	9.70	5.29	24.48	80.01	85.30	3.84	11.02
HBK	HAMILTON BANCORP	MD	509,375	5.72	13.30	37.03	71.72	85.02	10.84	12.13
SVBI	SEVERN BANCORP	MD	801,231	8.96	3.96	39.01	80.24	84.20	11.66	11.48
HMNF	HMN FINANCIAL	MN	715,746	18.32	0.76	20.57	81.46	82.22	0.00	11.27
EQFN	EQUITABLE FINANCIAL CORP	NE	262,781	2.40	0.20	22.52	93.25	93.45	4.11	13.68
MGYR	MAGYAR BANCORP	NJ	603,012	5.51	8.67	31.00	78.06	86.73	5.39	8.24
MSBF	MB BANCORP	NJ	541,746	4.65	4.49	33.11	85.15	89.64	13.01	10.78
BCTF	BANCORP 34	NM	362,721	3.39	6.34	15.96	73.35	79.69	18.96	14.31
CARV	CARVER BANCORP	NY	666,416	13.67	6.96	19.58	77.04	84.00	3.90	7.00
ESBK	ELMIRA SAVINGS BANK	NY	565,204	8.75	2.33	54.65	78.50	80.83	6.55	11.60
FSBC	FSB COMMUNITY BANKSHARES	NY	302,874	7.28	3.03	70.40	83.57	86.60	22.95	10.34
WAYN	WAYNE SAVINGS BANCSHARES	OH	447,169	6.63	10.70	39.84	77.05	87.75	6.67	9.53

115

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

Most Recent Quarter

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central and Southwest
	Asset Size: < $1 Billion
	Stock trades on the NYSE or NASDAQ exchanges							Total
	No Recent Acquisition Activity			Cash &		1-4 Fam.	Total Net	Net Loans	Borrowed
			Total	Securities/	MBS/	Loans/	Loans/	& MBS/	Funds/	Equity/
			Assets	Assets	Assets	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	17.14	13.05	45.22	65.03	78.08	0.00	13.67
	DEFINED PARAMETERS FOR						50.00 -	70.00 -		8.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 25.00	< 20.00	<  55.00	95.00	95.00	< 15.00	15.00
PBIP	PRUDENTIAL BANCORP	PA	898,392	16.04	13.93	38.00	63.60	77.53	12.72	13.94
STND	STANDARD FINANCIAL CORP	PA	982,921	10.82	5.41	43.89	76.04	81.45	13.68	13.56
WVFC	WVS FINANCIAL CORP	PA	355,972	38.63	35.25	19.83	22.29	57.54	47.76	9.42
CWAY	COASTWAY BANCORP	RI	701,086	6.36	0.00	46.39	83.34	83.34	22.34	10.12
WBB	WESTBURY BANCORP	WI	792,005	8.48	10.09	21.36	76.01	86.10	3.39	9.50

116

EXHIBIT 35

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central and Southwest
	Asset Size: < $1 Billion
	Stock trades on the NYSE or NASDAQ exchanges
	No Recent Acquisition Activity			OPERATING PERFORMANCE					ASSET QUALITY
						Net	Operating	Noninterest
			Total	Core	Core	Interest	Expenses/	Income/	NPA/	REO/	Reserves/
			Assets	ROAA	ROAE	Margin (2)	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	0.54	4.08	3.44	2.96	0.50	1.17	0.10	0.98
	DEFINED PARAMETERS FOR					2.75-	2.25-
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 1.00	< 9.00	4.75	4.25	< 1.20	< 1.40	< 0.50	> 0.30
WCFB	WCF BANCORP	IA	111,668	0.05	0.21	2.97	3.17	0.52	0.59	0.02	0.46
IROQ	IF BANCORP	IL	612,009	0.47	3.36	3.11	2.48	0.81	1.67	0.07	1.18
JXSB	JACKSONVILLE BANCORP	IL	336,610	0.82	6.21	3.29	3.06	1.22	0.40	0.00	0.92
FCAP	FIRST CAPITAL	IN	752,219	0.91	8.70	3.48	2.61	0.86	0.89	0.52	0.47
UCBA	UNITED COMMUNITY BANCORP	IN	538,844	0.69	5.25	2.85	2.69	0.86	0.39	0.02	0.79
PBSK	POAGE BANKSHARES	KY	460,260	0.39	2.63	3.78	3.38	0.60	1.38	0.40	0.69
HFBL	HOME FED BANCORP OF LOUISIANA	LA	418,595	0.91	8.36	3.60	2.80	0.90	0.78	0.16	0.77
PVBC	PROVIDENT BANCORP	MA	928,219	0.61	4.69	3.72	2.64	0.77	0.61	0.00	1.18
RNDB	RANDOLPH BANCORP	MA	506,555	(0.28)	(1.64)	2.96	6.05	2.97	0.43	0.00	0.70
WEBK	WELLESLEY BANCORP	MA	767,943	0.67	8.55	3.09	2.36	0.26	0.08	0.00	0.75
BYBK	BAY BANCORP	MD	651,412	NM	NM	6.40	3.33	1.01	1.69	0.17	0.62
HBK	HAMILTON BANCORP	MD	509,375	(0.17)	(1.43)	3.15	2.50	0.21	1.25	0.09	0.49
SVBI	SEVERN BANCORP	MD	801,231	0.57	4.99	3.20	2.88	0.66	0.93	0.14	0.99
HMNF	HMN FINANCIAL	MN	715,746	0.88	7.86	3.76	3.63	1.08	0.62	0.06	1.30
EQFN	EQUITABLE FINANCIAL CORP	NE	262,781	0.61	4.22	3.65	3.39	1.01	1.17	0.08	1.43
MGYR	MAGYAR BANCORP	NJ	603,012	0.31	3.79	3.35	2.79	0.34	2.22	1.83	0.58
MSBF	MB BANCORP	NJ	541,746	0.60	4.85	3.19	2.16	0.16	0.82	0.00	0.97
BCTF	BANCORP 34	NM	362,721	0.25	1.70	4.06	6.56	3.46	1.60	0.00	0.85
CARV	CARVER BANCORP	NY	666,416	(0.63)	(8.86)	3.07	4.20	0.67	1.46	0.09	0.77
ESBK	ELMIRA SAVINGS BANK	NY	565,204	0.78	7.28	3.24	2.69	1.00	0.68	0.01	0.78
FSBC	FSB COMMUNITY BANKSHARES	NY	302,874	0.36	3.28	2.80	3.44	1.30	0.03	0.00	0.39
WAYN	WAYNE SAVINGS BANCSHARES	OH	447,169	0.67	7.21	3.33	2.77	0.48	0.57	0.02	0.73

117

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central and Southwest
	Asset Size: < $1 Billion
	Stock trades on the NYSE or NASDAQ exchanges
	No Recent Acquisition Activity			OPERATING PERFORMANCE					ASSET QUALITY
						Net	Operating	Noninterest
			Total	Core	Core	Interest	Expenses/	Income/	NPA/	REO/	Reserves/
			Assets	ROAA	ROAE	Margin (2)	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	0.54	4.08	3.44	2.96	0.50	1.17	0.10	0.98
	DEFINED PARAMETERS FOR					2.75-	2.25-
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 1.00	< 9.00	4.75	4.25	< 1.20	< 1.40	< 0.50	> 0.30
PBIP	PRUDENTIAL BANCORP	PA	898,392	0.24	1.58	2.83	2.08	0.28	1.74	0.02	0.50
STND	STANDARD FINANCIAL CORP	PA	982,921	0.50	3.61	4.67	4.06	0.71	0.31	0.04	0.40
WVFC	WVS FINANCIAL CORP	PA	355,972	0.50	5.26	1.80	1.06	0.14	0.07	0.00	0.12
CWAY	COASTWAY BANCORP	RI	701,086	0.47	4.46	3.11	3.17	1.12	1.36	0.66	0.40
WBB	WESTBURY BANCORP	WI	792,005	0.41	4.12	3.15	3.07	0.81	0.04	0.00	0.73

118

EXHIBIT 36

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

FINAL COMPARABLE GROUP
BALANCE SHEET RATIOS
Most Recent Quarter
								Total
				Cash &		1-4 Fam.	Total Net	Net Loans	Borrowed
			Total	Securities/	MBS/	Loans/	Loans/	& MBS/	Funds/	Equity/
			Assets	Assets	Assets	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	17.14	13.05	45.22	65.03	78.08	0.00	13.67
	DEFINED PARAMETERS FOR						50.00 -	70.00 -		8.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 25.00	< 20.00	<  55.00	95.00	95.00	< 15.00	15.00
EQFN	EQUITABLE FINANCIAL CORP	NE	262,781	2.40	0.20	22.52	93.25	93.45	4.11	13.68
HFBL	HOME FED BANCORP OF LOUISIANA	LA	418,595	1.51	13.27	35.56	76.81	90.08	8.32	11.08
PBSK	POAGE BANKSHARES	KY	460,260	13.07	7.02	38.17	73.05	80.07	2.82	14.35
UCBA	UNITED COMMUNITY BANCORP	IN	538,844	22.84	17.26	27.60	53.33	70.59	1.88	13.37
ESBK	ELMIRA SAVINGS BANK	NY	565,204	8.75	2.33	54.65	78.50	80.83	6.55	11.60
IROQ	IF BANCORP	IL	612,009	4.73	14.43	23.40	76.12	90.55	11.56	13.85
HMNF	HMN FINANCIAL	MN	715,746	18.32	0.76	20.57	81.46	82.22	0.00	11.27
WBB	WESTBURY BANCORP	WI	792,005	8.48	10.09	21.36	76.01	86.10	3.39	9.50
SVBI	SEVERN BANCORP	MD	801,231	8.96	3.96	39.01	80.24	84.20	11.66	11.48
STND	STANDARD FINANCIAL CORP	PA	982,921	10.82	5.41	43.89	76.04	81.45	13.68	13.56
		AVERAGE	614,960	9.99	7.47	32.67	76.48	83.95	6.40	12.37
		MEDIAN	588,607	8.85	6.21	31.58	76.47	83.21	5.33	12.49
		HIGH	982,921	22.84	17.26	54.65	93.25	93.45	13.68	14.35
		LOW	262,781	1.51	0.20	20.57	53.33	70.59	0.00	9.50

119

EXHIBIT 37

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

FINAL COMPARABLE GROUP
OPERATING PERFORMANCE AND ASSET QUALITY RATIOS
Most Recent Four Quarters
				OPERATING PERFORMANCE					ASSET QUALITY
						Net	Operating	Noninterest
			Total	Core	Core	Interest	Expenses/	Income/	NPA/	REO/	Reserves/
			Assets	ROAA	ROAE	Margin	Assets	Assets	Assets	Assets	Assets
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
	MID-SOUTHERN BANCORP, INC.	IN	176,677	0.54	4.08	3.44	2.96	0.50	1.17	0.10	0.98
	DEFINED PARAMETERS FOR					2.75-	2.25-
	INCLUSION IN COMPARABLE GROUP		< 1,000,000	< 1.00	< 9.00	4.75	4.25	< 1.20	< 1.40	< 0.50	> 0.30
EQFN	EQUITABLE FINANCIAL CORP	NE	262,781	0.61	4.22	3.65	3.39	1.01	1.17	0.08	1.43
HFBL	HOME FED BANCORP OF LOUISIANA	LA	418,595	0.91	8.36	3.60	2.80	0.90	0.78	0.16	0.77
PBSK	POAGE BANKSHARES	KY	460,260	0.39	2.63	3.78	3.38	0.60	1.38	0.40	0.69
UCBA	UNITED COMMUNITY BANCORP	IN	538,844	0.69	5.25	2.85	2.69	0.86	0.39	0.02	0.79
ESBK	ELMIRA SAVINGS BANK	NY	565,204	0.78	7.28	3.24	2.69	1.00	0.68	0.01	0.78
IROQ	IF BANCORP	IL	612,009	0.47	3.36	3.11	2.48	0.81	1.67	0.07	1.18
HMNF	HMN FINANCIAL	MN	715,746	0.88	7.86	3.76	3.63	1.08	0.62	0.06	1.30
WBB	WESTBURY BANCORP	WI	792,005	0.41	4.12	3.15	3.07	0.81	0.04	0.00	0.73
SVBI	SEVERN BANCORP	MD	801,231	0.57	4.99	3.20	2.88	0.66	0.93	0.14	0.99
STND	STANDARD FINANCIAL CORP	PA	982,921	0.50	3.61	4.67	4.06	0.71	0.31	0.04	0.40
		AVERAGE	614,960	0.62	5.17	3.50	3.11	0.84	0.80	0.10	0.91
		MEDIAN	588,607	0.59	4.61	3.42	2.98	0.84	0.73	0.07	0.79
		HIGH	982,921	0.91	8.36	4.67	4.06	1.08	1.67	0.40	1.43
		LOW	262,781	0.39	2.63	2.85	2.48	0.60	0.04	0.00	0.40

120

EXHIBIT 38

KELLER & COMPANY
Dublin, Ohio
614-766-1426
COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS
							Most Recent Quarter
									Total	Goodwill
					Number		Total	Int. Earning	Net	and	Total	Total
					of		Assets	Assets	Loans	Intang.	Deposits	Equity
					Offices	Exchange	($000)	($000)	($000)	($000)	($000)	($000)
SUBJECT
	MID-SOUTHERN BANCORP, INC.		SALEM	IN	3	-	176,677	168,812	114,896	0	151,893	24,154
COMPARABLE GROUP
	ESBK	ELMIRA SAVINGS BANK	ELMIRA	NY	13	NASDAQ	554,686	495,133	460,754	12,320	457,660	56,681
	EQFN	EQUITABLE FINANCIAL CORP	GRAND ISLAND	NE	6	NASDAQ	270,549	258,959	255,425	1,467	231,684	35,814
	HMNF	HMN FINANCIAL	ROCHESTER	MN	13	NASDAQ	722,455	710,557	597,005	1,156	639,597	77,006
	HFBL	HOME FED BANCORP OF LOUISIANA	SHREVEPORT	LA	6	NASDAQ	412,756	387,878	322,825	0	342,756	45,932
	IROQ	IF BANCORP	WATSEKA	IL	6	NASDAQ	611,493	587,136	465,552	0	473,345	83,476
	PBSK	POAGE BANKSHARES	ASHLAND	KY	10	NASDAQ	447,826	419,293	333,491	1,943	374,405	58,358
	SVBI	SEVERN BANCORP	ANNAPOLIS	MD	4	NASDAQ	804,888	769,984	672,776	1,099	602,323	91,100
	STND	STANDARD FINANCIAL CORP	MONROEVILLE	PA	11	NASDAQ	970,004	887,940	751,227	29,180	697,134	128,904
	UCBA	UNITED COMMUNITY BANCORP	LAWRENCEBURG	IN	8	NASDAQ	542,718	510,857	296,359	2,657	468,806	71,960
	WBBW	WESTBURY BANCORP	WEST BEND	WI	9	NASDAQ	790,289	741,192	601,988	0	675,797	81,084
		Average			9		612,766	576,893	475,740	4,982	496,351	73,032
		Median			9		583,090	548,997	463,153	1,312	471,076	74,483
		High			13		970,004	887,940	751,227	29,180	697,134	128,904
		Low			4		270,549	258,959	255,425	0	231,684	35,814

121

EXHIBIT 39

KELLER & COMPANY
Dublin, Ohio
614-766-1426
	BALANCE SHEET
	ASSET COMPOSITION - MOST RECENT QUARTER
				As a Percent of Total Assets
								Repo-			Interest	Interest	Capitalized
			Total	Cash &		Net	Loan Loss	sessed	Goodwill	Non-Perf.	Earning	Bearing	Loan
			Assets	Invest.	MBS	Loans	Reserves	Assets	& Intang.	Assets	Assets	Liabilities	Servicing
			($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
SUBJECT
	MID-SOUTHERN BANCORP, INC.		176,677	17.14	13.05	65.03	0.98	0.10	0.00	1.17	95.55	85.97	0.00
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	262,781	2.40	0.20	93.25	1.43	0.08	0.10	1.17	94.28	76.93	0.32
	HFBL	HOME FED BANCORP OF LOUISIANA	418,595	1.51	13.27	76.81	0.77	0.16	0.00	0.78	92.95	74.08	0.05
	PBSK	POAGE BANKSHARES	460,260	13.07	7.02	73.05	0.69	0.40	0.44	1.38	92.87	72.15	0.08
	UCBA	UNITED COMMUNITY BANCORP	538,844	22.84	17.26	53.33	0.79	0.02	0.50	0.39	93.15	79.67	0.14
	ESBK	ELMIRA SAVINGS BANK	565,204	8.75	2.33	78.50	0.78	0.01	2.18	0.68	88.29	73.90	0.28
	IROQ	IF BANCORP	612,009	4.73	14.43	76.12	1.18	0.07	0.00	1.67	94.76	81.79	0.12
	HMNF	HMN FINANCIAL	715,746	18.32	0.76	81.46	1.30	0.06	0.17	0.62	96.62	65.67	0.23
	WBB	WESTBURY BANCORP	792,005	8.48	10.09	76.01	0.73	0.00	0.00	0.04	92.85	73.08	0.09
	SVBI	SEVERN BANCORP	801,231	8.96	3.96	80.24	0.99	0.14	0.14	0.93	93.57	76.72	0.06
	STND	STANDARD FINANCIAL CORP	982,921	10.82	5.41	76.04	0.40	0.04	3.01	0.31	90.96	71.06	0.05
		Average	614,960	9.99	7.47	76.48	0.91	0.10	0.65	0.80	93.03	74.51	0.14
		Median	588,607	8.86	6.22	76.47	0.79	0.07	0.16	0.73	93.05	73.99	0.11
		High	982,921	22.84	17.26	93.25	1.43	0.40	3.01	1.67	96.62	81.79	0.32
		Low	262,781	1.51	0.20	53.33	0.40	0.00	0.00	0.04	88.29	65.67	0.05
ALL THRIFTS (134)
		Average	2,056,044	12.47	7.34	72.85	0.75	0.14	0.54	0.70	92.82	75.58	0.12
MIDWEST THRIFTS (41)
		Average	974,754	13.74	7.57	70.15	0.75	0.16	0.29	0.72	92.40	76.99	0.17
INDIANA THRIFTS (7)
		Average	485,243	14.63	14.74	61.63	0.65	0.25	0.31	0.74	90.83	74.57	0.11

122

EXHIBIT 40

KELLER & COMPANY
Dublin, Ohio
614-766-1426
BALANCE SHEET COMPARISON
LIABILITIES AND EQUITY - MOST RECENT QUARTER
					As a Percent of  Assets
										Acc. Other				Total
			Total	Total	Total	Total	Other	Preferred	Common	Compr.	Retained	Total	Tier 1	Risk-Based
			Liabilities	Equity	Deposits	Borrowings	Liabilities	Equity	Equity	Income	Earnings	Equity	Capital	Capital
			($000)	($000)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
SUBJECT
	MID-SOUTHERN BANCORP, INC.		152,522	24,154	85.97	0.00	0.36	0.00	13.67	(0.03)	10.89	13.67	13.53	23.38
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	226,835	35,946	83.86	4.11	(1.66)	0.00	13.68	(0.00)	4.87	13.68	10.99	13.03
	HFBL	HOME FED BANCORP OF LOUISIANA	372,232	46,363	80.03	8.32	0.57	0.00	11.08	(0.10)	3.19	11.08	10.86	17.11
	PBSK	POAGE BANKSHARES	394,225	66,035	81.52	2.82	1.32	0.00	14.35	0.05	6.77	14.35	13.99	21.70
	UCBA	UNITED COMMUNITY BANCORP	466,786	72,058	86.00	1.88	(1.25)	0.00	13.37	(0.13)	6.55	13.37	11.24	21.76
	ESBK	ELMIRA SAVINGS BANK	499,614	65,590	80.83	6.55	1.02	1.72	9.89	0.01	0.88	11.60	9.99	16.82
	IROQ	IF BANCORP	527,267	84,742	75.89	11.56	(1.30)	0.00	13.85	(0.05)	8.29	13.85	11.92	16.42
	HMNF	HMN FINANCIAL	635,114	80,632	88.44	0.00	0.29	0.00	11.27	(0.06)	12.70	11.27	10.76	13.87
	WBB	WESTBURY BANCORP	716,752	75,253	86.02	3.39	1.09	0.00	9.50	(0.07)	5.86	9.50	9.58	12.66
	SVBI	SEVERN BANCORP	709,221	92,010	74.09	11.66	0.19	0.36	11.12	(0.00)	3.32	11.48	10.67	16.17
	STND	STANDARD FINANCIAL CORP	849,631	133,290	72.60	13.68	0.16	0.00	13.56	0.02	3.43	13.56	10.50	15.30
		Average	539,768	75,192	80.93	6.40	0.04	0.21	12.17	(0.03)	5.59	12.37	11.05	16.48
		Median	513,441	73,656	81.17	5.33	0.24	0.00	12.32	(0.03)	5.37	12.49	10.81	16.30
		High	849,631	133,290	88.44	13.68	1.32	1.72	14.35	0.05	12.70	14.35	13.99	21.76
		Low	226,835	35,946	72.60	0.00	(1.66)	0.00	9.50	(0.13)	0.88	9.50	9.58	12.66
ALL THRIFTS (134)
		Average	1,821,101	251,996	76.44	10.17	0.41	0.08	12.07	(0.07)	5.72	12.14	11.45	18.38
MIDWEST THRIFTS (41)
		Average	872,186	102,569	76.42	9.03	0.61	0.00	11.76	(0.04)	5.85	11.76	11.21	18.92
INDIANA THRIFTS (7)
		Average	431,301	53,942	80.62	7.25	0.82	0.00	11.31	(0.01)	6.58	11.31	10.34	17.42

123

EXHIBIT 41

KELLER & COMPANY
Dublin, Ohio
614-766-1426
INCOME AND EXPENSE COMPARISON
TRAILING FOUR QUARTERS
($000)
										Net
					Net		Gain	Total	Total	Income
			Interest	Interest	Interest	Provision	(Loss)	Non-Int.	Non-Int.	Before	Income	Net	Core
			Income	Expense	Income	for Loss	on Sale	Income	Expense	Taxes	Taxes	Income	Income
SUBJECT
	MID-SOUTHERN BANCORP, INC.		6,478	655	5,823	(700)	39	884	5,252	2,155	982	1,173	960
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	9886	1260	8626	1,017	0	2493	8384	2,362	872	1,490	1,511
	HFBL	HOME FED BANCORP OF LOUISIANA	17390	3016	14374	1,500	94	3743	11728	5,881	1,929	3,952	3,804
	PBSK	POAGE BANKSHARES	19035	2760	16275	2,083	1	2771	15518	2,336	640	1,696	1,773
	UCBA	UNITED COMMUNITY BANCORP	16602	2297	14305	84	9	4588	14345	4,807	1,088	22,307	21,913
	ESBK	ELMIRA SAVINGS BANK	20611	4050	16561	490	0	5658	15281	6,448	1,999	4,444	4,414
	IROQ	IF BANCORP	21388	3767	17621	2,083	800	4775	14715	5,669	2,055	3,614	2,806
	HMNF	HMN FINANCIAL	27624	1782	25842	(956)	(1)	7892	7325	10,635	4,252	6,383	6,146
	WBB	WESTBURY BANCORP	25246	3409	21837	450	16	6055	22931	4,991	1,782	161	60
	SVBI	SEVERN BANCORP	31454	7834	23620	(1,150)	(2)	5254	22803	7,222	2,952	433	512
	STND	STANDARD FINANCIAL CORP	38118	6557	31561	477	54	5178	29794	5,586	1,840	200	198
		Average	22,735	3,673	19,062	608	97	4,841	16,282	5,594	1,941	4,468	4,314
		Median	21,000	3,213	17,091	484	5	4,977	14,998	5,628	1,885	2,655	2,290
		High	38,118	7,834	31,561	2,083	800	7,892	29,794	10,635	4,252	22,307	21,913
		Low	9,886	1,260	8,626	(1,150)	(2)	2,493	7,325	2,336	640	161	60
ALL THRIFTS (134)
		Average	70,949	13,804	57,146	2,201	464	18,201	46,288	26,164	9,249	17,946	16,034
MIDWEST THRIFTS (41)
		Average	29,383	5,389	23,993	1,326	196	18,996	30,621	11,085	3,449	10,333	10,018
INDIANA THRIFTS (7)
		Average	16,127	1,656	14,471	4,891	346	5,678	13,694	6,092	1,505	15,685	14,850

124

EXHIBIT 42

KELLER & COMPANY
Dublin, Ohio
614-766-1426
INCOME AND EXPENSE COMPARISON
AS A PERCENTAGE OF AVERAGE ASSETS
										Net
					Net		Gain	Total	Total	Income
			Interest	Interest	Interest	Provision	(Loss)	Non-Int.	Non-Int.	Before	Income	Net	Core
			Income	Expense	Income	for Loss	on Sale	Income	Expense	Taxes	Taxes	Income	Income
SUBJECT
	MID-SOUTHERN BANCORP, INC.		3.66	0.37	3.29	(0.40)	0.02	0.50	2.96	1.22	0.55	0.66	0.54
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	4.00	0.51	3.49	0.41	0.00	1.01	3.39	0.96	0.35	0.60	0.61
	HFBL	HOME FED BANCORP OF LOUISIANA	4.16	0.72	3.44	0.36	0.02	0.90	2.80	1.41	0.46	0.95	0.91
	PBSK	POAGE BANKSHARES	4.15	0.60	3.54	0.45	0.00	0.60	3.38	0.51	0.14	0.37	0.39
	UCBA	UNITED COMMUNITY BANCORP	3.11	0.43	2.68	0.00	0.00	0.86	2.69	0.19	0.04	0.70	0.69
	ESBK	ELMIRA SAVINGS BANK	3.63	0.71	2.92	0.09	0.00	1.00	2.69	1.14	0.35	0.78	0.78
	IROQ	IF BANCORP	3.61	0.64	2.98	0.35	0.14	0.81	2.48	0.96	0.35	0.61	0.47
	HMNF	HMN FINANCIAL	3.94	0.25	3.69	(0.14)	(0.00)	1.13	1.05	1.52	0.61	0.91	0.88
	WBB	WESTBURY BANCORP	3.38	0.46	2.93	0.38	0.01	0.81	3.07	4.26	1.52	0.42	0.41
	SVBI	SEVERN BANCORP	3.98	0.99	2.99	(1.29)	(0.00)	0.66	2.88	8.09	3.31	0.54	0.57
	STND	STANDARD FINANCIAL CORP	5.19	0.89	4.30	0.50	0.06	0.71	4.06	5.84	1.92	0.51	0.50
		Average	3.92	0.62	3.29	0.11	0.02	0.85	2.85	2.49	0.91	0.64	0.62
		Median	3.96	0.62	3.21	0.36	0.00	0.84	2.84	1.27	0.41	0.61	0.59
		High	5.19	0.99	4.30	0.50	0.14	1.13	4.06	8.09	3.31	0.95	0.91
		Low	3.11	0.25	2.68	(1.29)	(0.00)	0.60	1.05	0.19	0.04	0.37	0.39
ALL THRIFTS (134)
		Average	3.71	0.59	3.12	0.21	0.02	1.17	3.20	2.48	0.90	0.90	0.80
MIDWEST THRIFTS (41)
		Average	3.61	0.54	3.07	0.20	0.03	1.96	4.06	1.21	0.30	0.88	0.85
INDIANA THRIFTS (7)
		Average	3.49	0.41	3.08	0.53	0.05	1.07	2.92	0.85	0.22	0.97	0.86

125

EXHIBIT 43

KELLER & COMPANY
Dublin, Ohio
614-766-1426
YIELDS, COSTS AND EARNINGS RATIOS
TRAILING FOUR QUARTERS
			Yield on	Cost of	Net	Net
			Int. Earning	Int. Bearing	Interest	Interest			Core	Core
			Assets	Liabilities	Spread	Margin *	ROAA	ROAE	ROAA	ROAE
			(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
SUBJECT
	MID-SOUTHERN BANCORP, INC.		3.83	0.48	3.35	3.44	0.66	4.98	0.54	4.08
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	4.29	0.60	3.68	3.74	0.60	4.17	0.61	4.22
	HFBL	HOME FED BANCORP OF LOUISIANA	4.63	0.95	3.68	3.83	0.95	8.69	0.91	8.36
	PBSK	POAGE BANKSHARES	4.51	0.75	3.76	3.85	0.37	2.51	0.39	2.63
	UCBA	UNITED COMMUNITY BANCORP	3.35	0.51	2.85	2.89	0.70	5.27	0.69	5.25
	ESBK	ELMIRA SAVINGS BANK	4.10	0.88	3.22	3.30	0.78	7.33	0.78	7.28
	IROQ	IF BANCORP	3.76	0.84	2.92	3.09	0.61	4.32	0.47	3.36
	HMNF	HMN FINANCIAL	4.09	0.29	3.81	3.83	0.91	8.17	0.88	7.86
	WBB	WESTBURY BANCORP	3.64	0.54	3.10	3.15	0.42	4.19	0.41	4.12
	SVBI	SEVERN BANCORP	4.35	1.25	3.10	3.26	0.54	4.76	0.57	4.99
	STND	STANDARD FINANCIAL CORP	5.64	1.21	4.43	4.67	0.51	3.70	0.50	3.61
		Average	4.24	0.78	3.45	3.56	0.64	5.31	0.62	5.17
		Median	4.20	0.79	3.45	3.52	0.61	4.54	0.59	4.61
		High	5.64	1.25	4.43	4.67	0.95	8.69	0.91	8.36
		Low	3.35	0.29	2.85	2.89	0.37	2.51	0.39	2.63
ALL THRIFTS (134)
		Average	4.07	0.81	3.24	3.42	0.90	7.29	0.80	6.51
MIDWEST THRIFTS (41)
		Average	3.94	0.73	3.21	3.35	0.88	8.01	0.85	7.77
INDIANA THRIFTS (7)
		Average	3.88	0.53	3.35	3.42	0.97	8.88	0.86	7.94

126

EXHIBIT 44

KELLER & COMPANY
Dublin, Ohio
614-766-1426
			RESERVES AND SUPPLEMENTAL DATA
			RESERVES AND SUPPLEMENTAL DATA
					Net
			Reserves/		Chargeoffs/	Provisions/
			Gross	Reserves/	Average	Net	Effective
			Loans	NPA	Loans	Chargeoffs	Tax Rate
			(%)	(%)	(%)	(%)	(%)
SUBJECT
	MID-SOUTHERN BANCORP, INC.		1.48	83.36	0.07	(874.83)	45.56
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	1.48	122.68	0.01	3,400.00	36.31
	HFBL	HOME FED BANCORP OF LOUISIANA	0.94	99.11	0.25	37.22	33.07
	PBSK	POAGE BANKSHARES	0.93	50.10	0.64	203.21	28.86
	UCBA	UNITED COMMUNITY BANCORP	1.44	201.37	0.44	4.07	20.81
	ESBK	ELMIRA SAVINGS BANK	0.96	114.11	0.16	167.55	31.30
	IROQ	IF BANCORP	1.51	70.63	0.19	167.90	36.40
	HMNF	HMN FINANCIAL	1.53	209.65	(0.15)	(1,322.73)	39.71
	WBB	WESTBURY BANCORP	0.94	485.26	0.01	562.50	36.89
	SVBI	SEVERN BANCORP	1.19	106.11	0.12	(169.27)	NM
	STND	STANDARD FINANCIAL CORP	0.52	128.92	0.06	158.93	31.39
		Average	1.14	158.79	0.17	320.94	32.75
		Median	1.08	118.40	0.14	163.24	33.07
		High	1.53	485.26	0.64	3,400.00	39.71
		Low	0.52	50.10	(0.15)	(1,322.73)	20.81
ALL THRIFTS (134)
		Average	1.00	135.18	0.17	179.54	29.99
MIDWEST THRIFTS (41)
		Average	1.02	141.36	0.23	(516.60)	26.85
INDIANA THRIFTS (7)
		Average	1.05	100.08	0.57	95.50	27.58

127

EXHIBIT 45

KELLER & COMPANY
Dublin, Ohio
614-766-1426
			COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS
			STOCK PRICES AS OF FEBRUARY 28, 2018
			FINANCIAL DATA/ALL RATIOS MOST RECENT FOUR QUARTERS
			Market Data				Pricing Ratios					Dividends			Financial Ratios
			*				*					*			*
								Price/		Price/	Price/	12 Mo.
			Market	Price/	12 Mo.	Bk. Value	Price/	Book	Price/	Tang.	Core	Div./	Dividend	Payout	Equity/	Core	Core
			Value	Share	EPS	/Share	Earnings	Value	Assets	Bk. Val.	Earnings	Share	Yield	Ratio	Assets	ROAA	ROAE
			($M)	($)	($)	($)	(X)	(%)	(%)	(%)	(X)	($)	(%)	(%)	(%)	(%)	(%)
			---------	---------	---------	---------	---------	---------	---------	---------	---------	---------	---------	---------	---------	---------	---------
MID-SOUTHERN BANCORP, INC.
		Midpoint	27,000	10.00	0.36	15.17	22.63	65.92	13.95	65.92	27.89	0.06	0.60	16.74	21.17	0.47	2.23
		Minimum	22,950	10.00	0.42	16.73	19.13	59.77	12.02	59.77	23.55	0.06	0.60	14.13	20.11	0.48	2.40
		Maximum	31,050	10.00	0.31	14.01	26.17	71.33	15.84	71.33	32.30	0.06	0.60	19.38	22.20	0.46	2.09
		Maximum, as adjusted	35,708	10.00	0.27	12.98	30.32	77.03	17.95	77.03	37.50	0.06	0.60	22.50	23.31	0.45	1.94
ALL THRIFTS  (134)
		Average	344,684	26.86	7.88	50.62	22.50	125.72	14.48	135.51	24.59	0.62	2.73	23.30	12.19	0.80	6.51
		Median	74,265	18.63	0.89	15.63	18.38	120.51	13.94	126.38	19.88	0.31	1.43	0.00	11.18	0.67	5.56
INDIANA THRIFTS  (7)
		Average	198,843	108.52	2.92	30.70	17.41	126.92	11.92	133.09	16.48	1.06	2.98	57.46	11.31	0.86	7.94
		Median	86,333	28.89	1.10	24.42	19.72	119.83	12.86	125.84	17.82	0.67	3.26	71.19	10.83	0.69	6.11
COMPARABLE GROUP  (10)
		Average	78,628	20.01	0.99	19.06	23.81	104.86	12.97	112.36	24.40	0.41	1.84	38.42	12.37	0.62	5.17
		Median	81,194	20.50	0.88	19.57	22.23	107.23	12.81	112.16	23.79	0.32	1.32	31.98	12.49	0.59	4.61
COMPARABLE GROUP
	EQFN	EQUITABLE FINANCIAL CORP	36,721	10.90	0.44	10.67	24.77	102.16	13.97	105.42	24.22	0.00	0.00	0.00	13.68	0.61	4.22
	ESBK	ELMIRA SAVINGS BANK	54,063	20.45	1.68	24.81	12.17	82.43	9.57	104.66	12.25	1.61	7.87	95.83	11.60	0.78	7.28
	HFBL	HOME FED BANCORP OF LOUISIANA	54,198	28.13	2.05	24.06	13.72	116.90	12.95	117.38	14.28	0.42	1.49	20.49	11.08	0.91	8.36
	HMNF	HMN FINANCIAL	85,903	19.10	1.42	17.93	13.45	106.53	12.00	110.40	13.94	0.00	0.00	0.00	11.27	0.88	7.86
	IROQ	IF BANCORP	77,468	19.66	0.92	21.51	21.37	91.40	12.66	92.21	27.69	0.40	2.03	43.48	13.85	0.47	3.36
	PBSK	POAGE BANKSHARES	73,960	21.00	0.48	18.75	43.75	112.00	16.07	116.21	42.00	0.24	1.14	50.00	14.35	0.39	2.63
	STND	STANDARD FINANCIAL CORP	143,873	30.08	0.78	27.87	38.56	107.93	14.64	139.39	39.58	0.77	2.57	99.10	13.56	0.50	3.61
	SVBI	SEVERN BANCORP	88,841	7.26	0.35	7.51	20.73	96.60	11.09	98.17	19.61	0.00	0.00	0.00	11.48	0.57	4.99
	UCBA	UNITED COMMUNITY BANCORP	86,333	20.55	0.89	17.15	23.09	119.83	16.02	125.84	23.35	0.67	3.26	75.28	13.37	0.69	5.25
	WBB	WESTBURY BANCORP	84,920	23.00	0.87	20.38	26.44	112.86	10.72	113.92	27.06	0.00	0.00	0.00	9.50	0.41	4.12

128

EXHIBIT 46

KELLER & COMPANY
Columbus, Ohio
	614-766-1426
VALUATION ANALYSIS AND CALCULATION - SECOND STAGE OFFERING
Mid-Southern Bancorp, Inc.
February 28, 2018
Pricing ratios and parameters:
			Midpoint			Comparable Group				All Thrifts
Pro Forma		Symbol	Ratios			Average		Median		Average		Median
---------------		----------	----------------			--------------		--------------		--------------		--------------
Price to earnings (X)		P/E		22.63			23.81		22.23		22.50		18.38
Price to core earnings (X)		P/CE		27.89			24.40		23.79		24.59		19.88
Price to book value		P/B		65.92	%		104.86		107.23		125.72		120.51
Price to tangible book value		P/TB		65.92	%		112.36		112.16		135.51		126.38
Price to assets		P/A		13.95	%		12.97		12.81		14.48		13.94
Pre conversion earnings		(Y)	$	1,173,000		For the twelve months ended December 31, 2017
Pre conversion core earnings		(CY)	$	960,000		For the twelve months ended December 31, 2017
Pre conversion book value		(B)	$	24,154,000		At December 31, 2017
Pre conversion tang. book value		(TB)	$	24,154,000		At December 31, 2017
Pre conversion assets		(A)	$	176,677,000		At December 31, 2017
Conversion expense		(X)		5.94	%	Percent sold (PCT)							71.69	%
ESOP stock purchase		(E)		8.00	%	Option % granted (OP)							10.00	%
ESOP cost of borrowings, net		(S)		0.00	%	Est. option value (OV)							30.61	%
ESOP term (yrs.)		(T)		20		Option maturity (OM)							5
RRP amount		(M)		4.00	%	Option % taxable (OT)							25.00	%
RRP term (yrs.)		(N)		5		Price per share (P)						$	10.00
Tax rate		(TAX)		21.00	%
Investment rate of return, pretax				1.89	%
Investment rate of return, net		(RR)		1.49	%

Formulae to indicate value after conversion:
1. P/CE method: Value = P/CE*CY	= $	27,000,000
((1-P/CE*(PCT)*((1-X-E-M)*(RR*(1-TAX))-((1-TAX)*E/T)-((1-TAX)*M/N)-((1-TAX)*OT)*(OP*OV)/OM)))
2. P/B method: Value = P/B*(B)	= $	27,000,000
(1-PB*(PCT)*(1-X-E-M))
3. P/A method: Value = P/A*(A)	= $	27,000,000
(1-PA*(PCT)*(1-X-E-M))

VALUATION CORRELATION AND CONCLUSIONS:
					Gross Proceeds
	Exchange		Public		of Public		Exchange		Total		TOTAL
	Shares Issued		Shares Issued		Offering		Ratio		Shares Issued		VALUE
Midpoint		764,370		1,935,630	$	19,356,300		1.7740		2,700,000	$	27,000,000
Minimum		649,715		1,645,286	$	16,452,855		1.5079		2,295,000	$	22,950,000
Maximum		879,026		2,225,975	$	22,259,745		2.0402		3,105,000	$	31,050,000
Maximum, as adjusted		1,010,879		2,559,871	$	25,598,707		2.3462		3,570,750	$	35,707,500

129

EXHIBIT 47

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Mid-Southern Bancorp, Inc.

At the MINIMUM

1.	Gross Offering Proceeds
	Offering proceeds (1)	$	16,452,855
	Less:  Estimated offering expenses		1,150,000
	Net offering proceeds	$	15,302,855
2.	Generation of Additional Income
	Net offering proceeds	$	15,302,855
	Less:  Stock-based benefit plans  (2)		1,974,343
	Plus MHC consolidation		920,000
	Net offering proceeds invested	$	14,248,512
	Investment rate, after taxes		1.49	%
	Earnings increase - return on  proceeds invested	$	212,745
	Less:  Estimated cost of ESOP borrowings		0
	Less:  Amortization of ESOP borrowings, net of taxes		51,991
	Less:  Stock-based incentive plan expense, net of taxes		103,982
	Less:  Option expense, net of applicable taxes		95,405
	Net earnings increase (decrease)	$	(38,634	)
3.	Comparative Pro Forma Earnings
		Net			Core
	Before conversion - 12 months ended 12/31/17	$	1,173,000		$	960,000
	Net earnings increase (decrease)		(38,634	)		(38,634	)
	After conversion	$	1,134,366		$	921,366
4.	Comparative Pro Forma Net Worth  (3)
		Total			Tangible
	Before conversion - 12/31/17	$	24,154,000		$	24,154,000
	Net cash conversion proceeds		14,248,512			14,248,512
	Other adjustments		0			0
	After conversion	$	38,402,512		$	38,402,512
5.	Comparative Pro Forma Assets
	Before conversion - 12/31/17	$	176,677,000
	Net cash conversion proceeds		14,248,512
	Other adjustments		0
	After conversion	$	190,925,512

(1)  Represents gross proceeds of public offering.

(2)  Represents ESOP and stock-based incentive plans.

(3)  ESOP and RRP are omitted from net worth.

130

EXHIBIT 48

KELLER & COMPANY
Columbus, Ohio
	614-766-1426
PROJECTED EFFECT OF CONVERSION PROCEEDS
Mid-Southern Bancorp, Inc.
At the MIDPOINT

1.	Gross Offering Proceeds
	Offering proceeds (1)	$	19,356,300
	Less:  Estimated offering expenses		1,150,000
	Net offering proceeds	$	18,206,300
2.	Generation of Additional Income
	Net offering proceeds	$	18,206,300
	Less:  Stock-based benefit plans  (2)		2,322,756
	Plus MHC consolidation		920,000
	Net offering proceeds invested	$	16,803,544
	Investment rate, after taxes		1.49	%
	Earnings increase - return on  proceeds invested	$	250,894
	Less:  Estimated cost of ESOP borrowings		0
	Less:  Amortization of ESOP borrowings, net of taxes		61,166
	Less:  Stock-based incentive plan expense, net of taxes		122,332
	Less:  Option expense, net of applicable taxes		112,241
	Net earnings increase (decrease)	$	(44,845	)
3.	Comparative Pro Forma Earnings
		Regular			Core
	Before conversion - 12 months ended 12/31/17	$	1,173,000		$	960,000
	Net earnings increase		(44,845	)		(44,845	)
	After conversion	$	1,128,155		$	915,155
4.	Comparative Pro Forma Net Worth  (3)
		Total			Tangible
	Before conversion - 12/31/17	$	24,154,000		$	24,154,000
	Net cash conversion proceeds		16,803,544			16,803,544
	Other adjustments		0			0
	After conversion	$	40,957,544		$	40,957,544
5.	Comparative Pro Forma Assets
	Before conversion - 12/31/17	$	176,677,000
	Net cash conversion proceeds		16,803,544
	Other adjustments		0
	After conversion	$	193,480,544

(1)  Represents gross proceeds of public offering.

(2)  Represents ESOP and stock-based incentive plans..

(3)  ESOP and RRP are omitted from net worth.

131

EXHIBIT 49

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Mid-Southern Bancorp, Inc.

At the MAXIMUM

1.	Gross Offering Proceeds
	Offering proceeds (1)	$	22,259,745
	Less:  Estimated offering expenses		1,150,000
	Net offering proceeds	$	21,109,745
2.	Generation of Additional Income
	Net offering proceeds	$	21,109,745
	Less:  Stock-based benefit plans  (2)		2,671,169
	Plus MHC consolidation		920,000
	Net offering proceeds invested	$	19,358,576
	Investment rate, after taxes		1.49	%
	Earnings increase - return on  proceeds invested	$	289,043
	Less:  Estimated cost of ESOP borrowings		0
	Less:  Amortization of ESOP borrowings, net of taxes		70,341
	Less:  Stock-based incentive plan expense, net of taxes		140,682
	Less:  Option expense, net of applicable taxes		129,078
	Net earnings increase (decrease)	$	(51,057	)
3.	Comparative Pro Forma Earnings
		Regular			Core
	Before conversion - 12 months ended 12/31/17	$	1,173,000		$	960,000
	Net earnings increase		(51,057	)		(51,057	)
	After conversion	$	1,121,943		$	908,943
4.	Comparative Pro Forma Net Worth  (3)
		Total			Tangible
	Before conversion - 12/31/17	$	24,154,000		$	24,154,000
	Net cash conversion proceeds		19,358,576			19,358,576
	Other adjustments		0			0
	After conversion	$	43,512,576		$	43,512,576
5.	Comparative Pro Forma Assets
	Before conversion - 12/31/17	$	176,677,000
	Net cash conversion proceeds		19,358,576
	Other adjustments		0
	After conversion	$	196,035,576

(1)  Represents gross proceeds of public offering.

(2)  Represents ESOP and stock-based incentive plans..

(3)  ESOP and RRP are omitted from net worth.

132

EXHIBIT 50

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Mid-Southern Bancorp, Inc.

At the Maximum, as adjusted

1.	Gross Offering Proceeds
	Offering proceeds (1)	$	25,598,707
	Less:  Estimated offering expenses		1,250,000
	Net offering proceeds	$	24,348,707
2.	Generation of Additional Income
	Net offering proceeds	$	24,348,707
	Less:  Stock-based benefit plans  (2)		3,071,845
	Plus MHC consolidation		920,000
	Net offering proceeds invested	$	22,196,862
	Investment rate, after taxes		1.49	%
	Earnings increase - return on  proceeds invested	$	331,421
	Less:  Estimated cost of ESOP borrowings		0
	Less:  Amortization of ESOP borrowings, net of taxes		80,892
	Less:  Stock-based incentive plan expense, net of taxes		161,784
	Less:  Option expense, net of applicable taxes		148,439
	Net earnings increase (decrease)	$	(59,694	)
3.	Comparative Pro Forma Earnings
		Regular			Core
	Before conversion - 12 months ended 12/31/17	$	1,173,000		$	960,000
	Net earnings increase		(59,694	)		(59,694	)
	After conversion	$	1,113,306		$	900,306
4.	Comparative Pro Forma Net Worth  (3)
		Total			Tangible
	Before conversion - 12/31/17	$	24,154,000		$	24,154,000
	Net cash conversion proceeds		22,196,862			22,196,862
	Other adjustments		0			0
	After conversion	$	46,350,862		$	46,350,862
5.	Comparative Pro Forma Assets
	Before conversion - 12/31/17	$	176,677,000
	Net cash conversion proceeds		22,196,862
	Other adjustments		0
	After conversion	$	198,873,862

(1)  Represents gross proceeds of public offering.

(2)  Represents ESOP and stock-based incentive plans.

(3)  ESOP and RRP are omitted from net worth.

133

EXHIBIT 51

KELLER & COMPANY

Columbus, Ohio

614-766-1426

SUMMARY OF VALUATION PREMIUM OR DISCOUNT

			Premium or (discount)
			from comparable group.
	Mid-Southern Bancorp, Inc.		Average	Median
Midpoint:
Price/earnings	22.63	x	(4.96)%	1.80%
Price/book value	65.92	%   *	(37.14)%	(38.52)%
Price/assets	13.95	%	7.56%	8.90%
Price/tangible book value	65.92	%	(41.33)%	(41.23)%
Price/core earnings	27.89	x	14.30%	17.23%
Minimum of range:
Price/earnings	19.13	x	(19.66)%	(13.95)%
Price/book value	59.77	%   *	(43.00)%	(44.26)%
Price/assets	12.02	%	(7.32)%	(6.17)%
Price/tangible book value	59.77	%	(46.80)%	(46.71)%
Price/core earnings	23.55	x	(3.48)%	(1.01)%
Maximum of range:
Price/earnings	26.17	x	9.91%	17.72%
Price/book value	71.33	%   *	(31.98)%	(33.48)%
Price/assets	15.84	%	22.13%	23.65%
Price/tangible book value	71.33	%	(36.52)%	(36.40)%
Price/core earnings	32.30	x	32.38%	35.77%
Super maximum of range:
Price/earnings	30.32	x	27.34%	36.39%
Price/book value	77.03	%   *	(26.54)%	(28.16)%
Price/assets	17.95	%	38.40%	40.12%
Price/tangible book value	77.03	%	(31.44)%	(31.32)%
Price/core earnings	37.50	x	53.69%	57.63%

*   Represents pricing ratio associated with primary valuation method.

134

ALPHABETICAL

EXHIBITS

EXHIBIT A

KELLER & COMPANY, INC.

Financial Institution Consultants

555 Metro Place North	614-766-1426
Dublin, Ohio 43017	(fax) 614-766-1459

PROFILE OF THE FIRM

KELLER & COMPANY, INC. is a national consulting firm to financial institutions, serving clients throughout the United States from its office in Dublin, Ohio.  Since our inception in 1985, we have provided a wide range of consulting services to over 250 financial institutions including banks, thrifts, mortgage companies, insurance companies and holding companies from Alaska to Maine.

Services offered by Keller & Company include the preparation of stock and ESOP valuations, fairness opinions, business and strategic plans, capital plans, financial models and projections, market studies, de novo charter and deposit insurance applications, incentive compensation plans, compliance policies, lending, underwriting and investment criteria, and responses to regulatory comments.  Keller & Company also serves as advisor in merger/acquisition, deregistration, going private, secondary offering and branch purchase/sale transactions.  Keller & Company is additionally active in loan review, director and management review, product analysis and development, performance analysis, compensation review, policy development, charter conversion, data processing, information technology systems, and conference planning and facilitation.

Keller & Company is one of the leading thrift conversion appraisal firms in the United States. We have on-line access to current and historical financial, organizational and demographic data for every financial institution and financial institution holding company in the United States and daily pricing data and ratios for all publicly traded financial institutions.

Keller & Company is an approved appraiser for filing with the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and numerous state government agencies, and is also approved by the Internal Revenue Service as an expert in financial institution stock valuations.  We are an affiliate member of numerous trade organizations including the American Bankers Association and America's Community Bankers.

Each of the firm's senior consultants has over thirty years of front line experience and accomplishment in various areas of the financial institution, regulatory and real estate sectors, offering clients distinct and diverse areas of expertise.  It is the goal of Keller & Company to provide specific and ongoing relationship-based services that are pertinent, focused and responsive to the needs of the individual client institution within the changing industry environment, and to offer those services at reasonable fees on a timely basis.  In recent years, Keller & Company has become one of the leading and most recognized financial institution consulting firms in the nation.

135

CONSULTANTS IN THE FIRM

MICHAEL R. KELLER has over thirty years experience as a consultant to the financial institution industry.  Immediately following his graduation from college, Mr. Keller took a position as an examiner of financial institutions in northeastern Ohio with a focus on Cleveland area institutions.  After working two years as an examiner, Mr. Keller entered Ohio State University full time to obtain his M.B.A. in Finance.

Mr. Keller then worked as an associate for a management consulting firm specializing in services to financial institutions immediately after receiving his M.B.A.  During his eight years with the firm, he specialized in mergers and acquisitions, branch acquisitions and sales, branch feasibility studies, stock valuations, charter applications, and site selection analyses.  By the time of his departure, he had attained the position of vice president, with experience in almost all facets of banking operations.

Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant in a larger consulting firm.  In that position, he broadened his activities and experience, becoming more involved with institutional operations, business and strategic planning, regulatory policies and procedures, performance analysis, conversion appraisals, and fairness opinions.  Mr. Keller established Keller & Company in November 1985 to better serve the needs of the financial institution industry.

Mr. Keller graduated from the College of Wooster with a B.A. in Economics in 1972, and later received an M.B.A. in Finance in 1976 from the Ohio State University where he took numerous courses in corporate stock valuations.

136

Consultants in the Firm (cont.)

SUSAN H. O'DONNELL has twenty years of experience in the finance and accounting areas of the banking industry.

At the start of her career, Ms. ODonnell worked in public accounting for Coopers & Lybrand in Cincinnati and earned her CPA.  Her clients consisted primarily of financial institutions and health care companies.

Ms. ODonnell then joined Empire Bank of America in Buffalo, New York.  During her five years with Empire, Ms. ODonnell progressed to the level of Vice President and was responsible for SEC, FHLB and internal financial reporting.  She also coordinated the offering circular for its initial offering of common stock.

Ms. ODonnell later joined Banc One Corporation where she worked for eleven years.  She began her career at Banc One in the Corporate Accounting Department where she was responsible for SEC, Federal Reserve and investor relations reporting and coordinated the offering documents for stock and debt offerings.  She also performed acquisition work including regulatory applications and due diligence and established accounting policies and procedures for all affiliates.  Ms. ODonnell later moved within Banc One to the position of chief financial officer of the Personal Trust business responsible for $225 million in revenue.  She then provided leadership as the Director of Personal Trust Integration responsible for various savings and revenue enhancements related to the Bank One/First Chicago merger.

Ms. ODonnell graduated from Miami University with a B.S. in Business.  She also completed the Leading Strategic Change Program at The Darden School of Business and the Banc One Leadership Development Program.

137

Consultants in the Firm (cont.)

JOHN A. SHAFFER  has over thirty years experience in banking, finance, real estate lending, and development.

Following his university studies, Mr. Shaffer served as a lending officer for a large real estate investment trust, specializing in construction and development loans.  Having gained experience in loan underwriting, management and workout, he later joined Chemical Bank of New York and was appointed Vice President for Loan Administration of Chemical Mortgage Company in Columbus, Ohio.  At Chemical, he managed all commercial and residential loan servicing, administering a portfolio in excess of $2 billion.  His responsibilities also included the analysis, management and workout of problem commercial real estate loans and equity holdings, and the structuring, negotiation, acquisition and sale of loan servicing, mortgage and equity securities and real estate projects.  Mr. Shaffer later formed and managed an independent real estate and financial consulting firm, serving corporate and institutional clients, and also investing in and developing real estate.

Mr. Shaffer's primary activities and responsibilities have included financial analysis, projection and modeling, asset and liability management, real estate finance and development, loan management and workout, organizational and financial administration, budgeting, cash flow management and project design.

Mr. Shaffer graduated from Syracuse University with a B.S. in Business Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics from New York University.

138

EXHIBIT B

RB 20

CERTIFICATION

I hereby certify that I have not been the subject of any criminal, civil or administrative judgments, consents, undertakings or orders, or any past administrative proceedings (excluding routine or customary audits, inspections and investigation) issued by any federal or state court, any department, agency, or commission of the U.S. Government, any state or municipality, any self-regulatory trade or professional organization, or any foreign government or governmental entity, which involve:

(i) commission of a felony, fraud, moral turpitude, dishonesty or breach of trust;

(ii) violation of securities or commodities laws or regulations;

(iii) violation of depository institution laws or regulations;

(iv) violation of housing authority laws or regulations;

(v) violation of the rules, regulations, codes or conduct or ethics of a self-regulatory trade or professional organization;

(vi) adjudication of bankruptcy or insolvency or appointment of a receiver, conservator, trustee, referee, or guardian.

I hereby certify that the statements I have made herein are true, complete and correct to the best of my knowledge and belief.

	Conversion Appraiser
March 12, 2018	/s/ Michael R. Keller
Date	Michael R. Keller

EXHIBIT C

AFFIDAVIT OF INDEPENDENCE

STATE OF OHIO,

COUNTY OF FRANKLIN, ss:

I, Michael R. Keller, being first duly sworn hereby depose and say that:

The fee which I received directly from the applicant, Mid-Southern Savings Bank, in the amount of $35,000 for the performance of my appraisal was not related to the value determined in the appraisal and that the undersigned appraiser is independent and has fully disclosed any relationships which may have a material bearing upon the question of my independence; and that any indemnity agreement with the applicant has been fully disclosed.

Further, affiant sayeth naught.

/s/ Michael R. Keller               

MICHAEL R. KELLER

Sworn to before me and subscribed in my presence this 12^th  day of March 2018.

/s/ Janet M. Mohr                  

NOTARY PUBLIC

140

EX-99

Exhibit 99.3

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

_______________________________________

(614) 766-1426        (614) 766-1459 FAX

March 20, 2018

Board of Directors

Mid-Southern Bancorp, Inc.

Mid-Southern Savings Bank, FSB

300 N. Water Street

Salem, Indiana 47167

Re:  Subscription Rights – Mid-Southern Bancorp, Inc.

To the Boards:

The purpose of this letter is to provide an opinion of the value of the subscription rights of the "to be issued" common stock of Mid-Southern Bancorp, Inc. (the "Corporation"), in regard to the stock offering of the Corporation.

Because the subscription rights to purchase shares of common stock in the Corporation, which are to be issued to the depositors of Mid-Southern Savings Bank, FSB and will be acquired by such recipients without cost, will be nontransferable and of short duration and will afford the recipients the right only to purchase shares of common stock at the same price as will be paid by members of the general public in a direct community offering, we are of the opinion that:

(1) The subscription rights will have no ascertainable fair market value, and;

(2) The price at which the subscription rights are exercisable will not be more or less than the fair market value of the shares on the date of the exercise.

Further, it is our opinion that the subscription rights will have no economic value on the date of distribution or at the time of exercise, whether or not a community offering takes place.

Sincerely,

KELLER & COMPANY, INC.

/s/Michael R. Keller

Michael R. Keller

President

MRK:jmm

EX-99.4

Exhibit 99.4

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

_______________________________________

(614) 766-1426        (614) 766-1459 FAX

March 20, 2018

Board of Directors

Mid-Southern Bancorp, Inc.

Mid-Southern Savings Bank, FSB

300 N. Water Street

Salem, Indiana 47167

Re: Plan of Conversion and Reorganization

Mid-Southern, M.H.C.

Mid-Southern Bancorp, Inc.

Members of the Boards of Directors:

The Plan of Conversion and Reorganization (the "Plan") provides for the conversion of Mid-Southern, M.H.C. (the "MHC") into the full stock form of organization.  Pursuant to the Plan, the MHC will be merged into the new Mid-Southern Bancorp, Inc., a newly formed Indiana corporation (the "Company") with the Company as the resulting entity, and the MHC will no longer exist.  As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the MHC.

We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC's ownership interest in the total stockholders' equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion.  The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Mid-Southern Savings Bank, FSB ("Mid-Southern").  We further understand that Mid-Southern will also establish a liquidation account in an amount equal to the Company's liquidation account, pursuant to the Plan.  The liquidation accounts are designed to provide payments to depositors of their liquidation interest in the event of liquidation of Mid-Southern (or the Company and Mid-Southern).

Boards of Directors

March 20, 2018

Page 2

In the unlikely event that either Mid-Southern (or the Company and Mid-Southern) were to liquidate after the conversion, all claims of creditors, including those of depositors, of the last day of the calendar quarter immediately preceding the date on which the Federal Reserve Board ("FRB") approves the MHC's application for conversion, of the liquidation account maintained by the Company would be paid first.  Also, in a complete liquidation of both entities, or of Mid-Southern, when the Company has insufficient assets (other than the stock of Mid-Southern), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Mid-Southern has positive net worth, Mid-Southern shall immediately make a distribution to fund the Company's remaining obligations under the liquidation account.  The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Mid-Southern, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Mid-Southern, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

Based upon our review of the Plan and our observation that the liquidation rights become payable only upon the unlikely event of the liquidation of Mid-Southern (or the Company and Mid-Southern), that liquidation rights in the Company automatically transfer to Mid-Southern in the event the Company is completely liquidated or sold apart from a sale or liquidation of Mid-Southern, and that after two years from the date of conversion and upon written request of the FRB, the Company will transfer the liquidation account and depositors' interest in such account to Mid-Southern and the liquidation account shall thereupon become the liquidation account of Mid-Southern, no longer subject to the Company's creditors, we are of the belief that: the benefit provided by the Mid-Southern liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets does not have any economic value at the time of the transactions contemplated in the first and second paragraphs on the prior page.  We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,

/s/Keller & Company, Inc.

Keller & Company, Inc.