ALLIED FIRST BANK, SB
PLAN OF STOCK CONVERSION
On September 17, 2001, the Board of Directors of the Savings Bank adopted this Plan whereby the Savings
Bank would convert from an Illinois mutual savings bank to an Illinois stock savings bank. This Plan also provides
for the concurrent formation of the Holding Company. In accordance with FDIC and OBRE rules, the Plan
provides that non-transferable subscription rights to purchase Holding Company Stock in the subscription
offering will be offered first to Eligible Account Holders of record as of the Eligibility Record Date, then to
Supplemental Eligible Account Holders of record as of the Supplemental Eligibility Record Date, then to Other
Members, and then to directors, officers and employees. Concurrently with, at any time during, or promptly after
the Subscription Offering, and on a lowest priority basis, an opportunity to subscribe may also be offered to the
general public in a Direct Community Offering or a Public Offering. The price of the Holding Company Stock will
be based upon an independent appraisal of the Savings Bank and will reflect its estimated PRO FORMA market
value, as reorganized. It is the desire of the Board of Directors of the Savings Bank to attract new capital to the
Savings Bank in order to increase its capital position, support future growth and increase the amount of funds
available for lending.
ACTING IN CONCERT: The term "acting in concert" shall have the same meaning given it in 12 C.F.R.
ss.574.2(c), as applied by the OBRE and the FDIC, and as reasonably interpreted solely within the discretion of
the Boards of Directors of the Savings Bank and the Holding Company.
ACTUAL SUBSCRIPTION PRICE: The price per share, determined as provided in Section IV of the Plan, at
which Holding Company Stock will be sold in the Subscription Offering.
AFFILIATE: An "affiliate" of, or a Person "affiliated" with, a specified Person, is a Person that directly, or