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BUREAU OF FINANCIAL INSTITUTIONS
Department of Professional and Financial Regulation
State of Maine
Certificate to Transact Business, to Convert and to Merge
Related to the Reorganization of
Gorham Savings Bank, Gorham, Maine,
to a Mutual Holding Company
The undersigned Superintendent of the Bureau of Financial Institutions
of the State of Maine has duly received the appropriate executed documents
related to the reorganization of Gorham Savings Bank, whose principal
office is located in Gorham in the County of Cumberland and the State
of Maine, into a mutual holding company structure pursuant to Title
9-B M.R.S.A. Chapter 105, and, therefore, does hereby certify:
(1) pursuant to Title 9-B M.R.S.A. §312-A.1, Gorham Interim I
Savings Bank is hereby authorized to transact the business for which
it was organized;
(2) pursuant to Title 9-B M.R.S.A. §312-A.1, Gorham Interim II
Savings Bank is hereby authorized to transact the business for which
it was organized;
(3) Gorham Savings Bank has been legally converted from a mutual savings
bank to an investor-owned universal bank;
(4) in accordance with a plan and agreement of merger dated March 15,
2006, Gorham Interim II Savings Bank will be merged with and into Gorham
Savings Bank under the charter and title of Gorham Savings Bank, as
converted to an investor-owned universal bank and whose principal office
is located at 10 Wentworth Drive, Gorham, Cumberland County, Maine;
and
(5) Gorham Interim I Savings Bank will exchange its charter for a mutual
holding company charter to become Gorham Bancorp, MHC.
As a result of these transactions, Gorham Savings Bank, a mutual savings
bank under the laws of the State of Maine has reorganized into a mutual
holding company structure whereby Gorham Savings Bank is now an investor-owned
universal bank, wholly-owned by Gorham Bancorp, Inc., an intermediary
Delaware stock corporation, which in turn is wholly-owned by Gorham
Bancorp, MHC, a Maine-chartered mutual holding company. Gorham Interim
I Savings Bank and Gorham Interim II Savings Bank are being formed solely
for purposes of facilitating the reorganization into a mutual holding
company and satisfying statutory requirements; neither bank will operate
as a bank in its own right.
BE IT FURTHER KNOWN that these transactions are effective close of
business December 22, 2006.
IN WITNESS WHEREAS, I have hereunto set my hand as Bank Superintendent,
at Gardiner in the County of Kennebec, and the State of Maine, this
twenty-second day of December in the year of our Lord, two thousand
six.
Lloyd P. LaFountain III
Superintendent
