Mid-Southern Bancorp, Inc. (Form: S-1, Received: 03/23/2018 15:05:13)

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

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.

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;

• 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

"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.

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.

	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.).

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 be Exchanged for Existing Shares of Mid-Southern Savings Bank		Total Shares of Common Stock to be Outstanding After the Offering	Exchange Ratio	New Shares That Would be Received for 100 Existing 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

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

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 Granted or Purchased ⁽¹⁾										Value of Grants ⁽²⁾
	At Minimum of Offering Range		At Maximum of Offering Range		As a Percentage of Common Stock to be Sold in the Offering			Dilution Resulting From Issuance of Shares for Stock-Based Incentive Plans ⁽³⁾			At Minimum of Offering Range		At Maximum of 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.

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		164,529 Options at Minimum of Range		193,563 Options at Midpoint of Range		222,597 Options at Maximum of Range		255,987 Options 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 ___.

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];

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.

(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

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

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.

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.

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

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.

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

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

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.

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.

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 .

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.

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.

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 have resulted 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.

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.

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.

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

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.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF
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.

	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.

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;

•

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.

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			Percent of Net Proceeds			Amount			Percent of Net Proceeds			Amount			Percent of Net Proceeds			Amount			Percent of Net Proceeds
	(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;

·	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.

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).

Year Ending December 31, 2018	High		Low		Dividend Paid Per 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 $____.

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 Bank Historical 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		Percent of Assets ⁽²⁾			Amount		Percent of Assets ⁽²⁾			Amount		Percent of Assets ⁽²⁾			Amount		Percent of Assets ⁽²⁾			Amount		Percent of Assets ⁽²⁾
	(Dollars in thousands)

Equity capital	$	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

______________________

(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.

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 2,559,871 Shares ⁽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."

(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.

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 of 10 years 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

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.

	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)

	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

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 to the 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.

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;

· 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

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 assets have 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."

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;

·	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.

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.

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.

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.

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%

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.

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.

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

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.

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

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 Required to Be Well-Capitalized Under Prompt Corrective 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.

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

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.

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.

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

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

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.

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.

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,

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 .

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,

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.

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

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.

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

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	%

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

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.

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.

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.

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	%

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.

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

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		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield			Carrying Value		Weighted Average Yield
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	%

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

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	%

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	%

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

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

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.

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

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

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.

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

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.

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

·	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.

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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.

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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.

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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.

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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.

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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 of Shares 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.

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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:

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(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.

•

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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.).

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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 be Exchanged for Existing Shares of Mid-Southern Savings Bank		Total Shares of Common Stock to be Outstanding After the Offering	Exchange Ratio	New Shares That Would be Received for 100 Existing 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

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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

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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.

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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

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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.

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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

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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.

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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%;

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(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

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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);

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(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

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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

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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.

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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

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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

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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.

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

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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.

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).

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).

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,

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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.

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.

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.

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.

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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

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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.

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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.

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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

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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

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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:

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it does not involve an interim savings institution;

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the charter of Mid-Southern Savings Bank is not changed;

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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

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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:

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the plan of merger does not make an amendment of the articles of incorporation that would be required to be approved by the stockholders;

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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

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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.

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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

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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(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

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			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

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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

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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.

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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.

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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.

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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.

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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	%

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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.

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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.

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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.

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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.

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 Important
We 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 Offering
We 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 mailed
to stockholders of Mid-Southern Savings Bank on or about [MAILING DATE], 2018.

MID-SOUTHERN SAVINGS BANK, FSB
300 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 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. BABEY
PRESIDENT 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 ANSWERS
ABOUT THE PLAN OF CONVERSION AND REORGANIZATION
AND 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:

•

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 $4.00 in 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

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 $27.0 million. 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 million to $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. Y our 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.

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.

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.

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;

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;

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.

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-thirds of 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]

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 Company and 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 be Exchanged for Existing Shares of Mid-Southern Savings Bank					Total Shares of Common Stock to be Outstanding After the Offering		Exchange Ratio		New Shares That Would be Received for 100 Existing 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.

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.

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.

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 Company and 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]

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.

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.

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-thirds of 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

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

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

[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.

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.

Stock Information Center

Liquidation Rights

[Same as Prospectus]

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

(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

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 A FOR @ the election of the nominees whose names appear below.

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

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 1987 until 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.

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.

Director Independence

Corporate Governance Policies and Procedures

·	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.

Transactions With Related Persons

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.

Family Relationships

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

Director Compensation

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.

meeting fee for each meeting attended. No separate fees are paid for service on the Board of Directors of Mid-Southern, M.H.C.

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED 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

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 THE
ARTICLES 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.

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.

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.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF 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 CONDITION
AND RESULTS OF OPERATIONS

[Same as Prospectus]

BUSINESS OF MID-SOUTHERN BANCORP, INC.

[Same as Prospectus]

BUSINESS OF MID-SOUTHERN SAVINGS BANK

[Same as Prospectus]

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 EXISTING
STOCKHOLDERS OF MID-SOUTHERN SAVINGS BANK

[Same as Prospectus]

RESTRICTIONS ON ACQUISITION OF MID-SOUTHERN BANCORP

[Same as Prospectus]

DESCRIPTION OF CAPITAL STOCK OF MID-SOUTHERN BANCORP
FOLLOWING 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.

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.

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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
MID-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]

(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.

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.

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

		(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

	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

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, effective January 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.

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.

(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

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

(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.

(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

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.

(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.

(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.

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.

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

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.

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.

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.

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

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.

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

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;

(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.

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).

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:

(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.

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

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.

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 Service Percentage Vested

Less than 2

20%

40%

60%

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:

(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.

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

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.

(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.

(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;

(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

(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.

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

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

(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.

(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.

(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

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,

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.

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.

(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.

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.

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

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.

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;

(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

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.

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.

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

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.

(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.

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;

(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.

(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);

(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

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

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.

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.

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

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]

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

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

		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

CORPORATE SECRETARY	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	TRANSFER AGENT

	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)

	____________________________________
	Signature

	____________________________________
	Signature

	Very truly yours,

	/s/Breyer & Associates PC

	BREYER & ASSOCIATES PC

	Sincerely,


	/s/Barry P. Taff, P.C.

	Silver, Freedman, Taff & Tiernan LLP

	Yours truly,

	/s/Monroe Shine & Co., Inc.

	Monroe Shine & Co., Inc.

	MID-SOUTHERN BANCORP, INC.


	BY: ____________________________________
	____________________________________
	PRINT NAME ____________________________________
	TITLE


	[NAME OF TRUSTEE]


	BY: ____________________________________
	____________________________________
	PRINT NAME
	____________________________________
	TITLE

SEAL:	_______________________________________
	Notary Public of __________________________
	My Commission expires _____________________

MID-SOUTHERN SAV I NGS B ANK, FSB

By: /s/Dana Dunbar
Dana Dunbar , Cha i rman

/s/Frank M. Benson III
Frank M. Benson III



Mid-Southern Savings Bank, FSB

By: /s/Dana Dunbar, Chairman
Dana Dunbar, Chairman

	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

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


			Date

Agreed by Mid-Southern Savings Bank, FSB


By:			Date:
Its:


Agreed by Mid-Southern Bancorp, Inc.


By:			Date:
Its:

Subsidiaries	Percentage of Ownership	Jurisdiction or State of Incorporation

Mid-Southern Savings Bank, FSB	100%	Federal

	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

		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

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

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

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

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

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

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	)

	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