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QUESTIONS AND ANSWERS ABOUT THE CONSOLIDATION AND THE SHAREHOLDER
MEETINGS

         The following questions and answers briefly address some commonly asked questions about the consolidation (as defined below) and the shareholder meetings. They may not include all the information that is important to the shareholders of Riverview and of Union. Shareholders of Riverview and of Union should each read carefully this entire joint proxy statement/prospectus, including the annexes and other documents referred to in this document .

Questions about the Consolidation

Q:

What is the consolidation?

A:

Riverview and Union have entered into an Agreement and Plan of Consolidation, dated March 7, 2013, which was amended and restated on April 24, 2013, and, as so amended and restated, is referred to as the "consolidation agreement." A copy of the consolidation agreement is attached as Annex A to, and is incorporated by reference in, this joint proxy statement/prospectus. The consolidation agreement contains the terms and conditions of the proposed business combination of Riverview and Union. Under the consolidation agreement, Union and Riverview will consolidate to form a new Pennsylvania corporation that we refer to in this document as "Newco", and the separate corporate existence of Union and Riverview will cease. We refer to this transaction as the "consolidation."

Q:

Why am I receiving these materials?

A:

This document constitutes both a joint proxy statement of Riverview and Union and a prospectus of Newco. It is a joint proxy statement because the boards of directors of both companies are soliciting proxies from their respective holders of common stock at their respective shareholder meetings. It is a prospectus because Newco will issue shares of its common stock in exchange for shares of Union common stock and Riverview common stock in the consolidation.

Riverview is sending these materials to its shareholders to help them decide how to vote their shares of Riverview common stock with respect to the proposed consolidation and the other matters to be considered at the Riverview special meeting.

Union is sending these materials to its shareholders to help them decide how to vote their shares of Union common stock with respect to the proposed consolidation and the other matters to be considered at the Union annual meeting.

The consolidation cannot be completed unless shareholders of Riverview and Union each adopt the consolidation agreement. Riverview is holding its special meeting of shareholders to vote on the consolidation, as well as the other proposals described in " Riverview Special Meeting of Shareholders " beginning on page 94. Union is holding its annual meeting of shareholders to vote on the consolidation, as well as the other proposals described in " Union Annual Meeting of Shareholders ," beginning on page 129. Information about these meetings, the consolidation and the other business to be considered at the meetings is contained in this joint proxy statement/prospectus.

Q:

Why is Riverview proposing the consolidation?

A:

The Riverview board of directors, in unanimously determining that the consolidation is in the best interests of Riverview, considered a number of key factors which are described under the headings " The Consolidation—Background of the Consolidation " and " The Consolidation—Riverview's Reasons for the Consolidation ," beginning on pages 37 and 41, respectively.

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Q:

Why is Union proposing the consolidation?

A:

The Union board of directors, in unanimously determining that the consolidation is in the best interests of Union, considered a number of key factors which are described under the headings " The Consolidation—Background of the Consolidation " and " The Consolidation—Union's Reasons for the Consolidation ," beginning on pages 37 and 57, respectively.

Q:

What will Union and Riverview shareholders receive in the consolidation?

A:

In the proposed consolidation, Union shareholders will receive 1.95 shares of Newco common stock in exchange for each share of Union common stock they own immediately prior to completion of the consolidation, and Riverview shareholders will receive one share of Newco common stock in exchange for each share of Riverview common stock they own immediately prior to completion of the consolidation. In each case, we refer to the ratio of shares to be exchanged as the "exchange ratio."

As a result of the transaction, Riverview's shareholders are expected to own approximately 63.5% of Newco, the combined company, and Union's shareholders are expected to own approximately 36.5% of Newco.

Q:

Who will be the directors and executive officers of Newco following the consolidation?

A:

Following the consolidation, Newco's board of directors will consist of 16 directors, made up of five (5) directors designated by Union from its current, non-management board members, subject to Riverview's reasonable approval, and eleven (11) directors designated by Riverview. The current executive officers of Riverview will be the executive officers of Newco following the consolidation.

Q:

When do you expect to complete the consolidation?

A:

We expect to complete the consolidation after all conditions to the consolidation in the consolidation agreement are satisfied or waived, including receipt of shareholder approvals at the special meeting of Riverview and the annual meeting of Union, and receipt of regulatory approvals. We currently expect to complete the consolidation in the third quarter of 2013. It is possible, however, that factors outside of either company's control could result in us completing the consolidation at a later time or not completing the consolidation at all.

Q:

What are the federal income tax consequences of the consolidation?

A:

The consolidation has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code, and it is a condition to the completion of the consolidation that each of Riverview and Union receive a written opinion from Barley Snyder LLP, counsel to Riverview, to the effect that (i) the consolidation will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (ii) the holders of Riverview and Union common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Riverview or Union common stock for Newco common stock (except for cash received in lieu of fractional shares); (iii) the basis of Newco common stock received by the shareholders of Riverview and Union will be the same as the basis of that party's common stock exchanged therefor; and (iv) the holding period of the shares of Newco common stock received by the shareholders of Riverview and Union will include the holding period of that party's common stock, provided such shares of common stock were held as a capital asset as of the effective time of the consolidation. For further discussion of the material U.S. federal income tax consequences of the consolidation, see " CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE CONSOLIDATION ," beginning on page 87.

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Holders of Union and Riverview common stock should consult their tax advisors to determine the tax consequences to them, including the application and effect of any state, local or non-U.S. income and other tax laws, of the consolidation.

Questions about the Riverview Special Meeting

Q:

What are the matters on which I am being asked to vote at the Riverview special meeting?

A:

You are being asked to consider and vote on the following matters:

1.

Adoption of the consolidation agreement, a copy of which is attached as Annex A to this proxy statement/prospectus; and

2.

Adjournment of the Riverview special meeting, if necessary, to solicit additional proxies.

Q:

How does the Riverview board of directors recommend that I vote my shares?

A:

The Riverview board of directors recommends that the Riverview shareholders vote their shares as follows:

•

"FOR" adoption of the consolidation agreement; and

•

"FOR" an adjournment of the Riverview special meeting, if necessary, to solicit additional proxies.

As of the record date, directors and executive officers of Riverview and their affiliates had the right to vote [    •    ] shares of Riverview common stock, or [    •    ]% of the outstanding Riverview common stock entitled to be voted at the special meeting. In accordance with the terms of the consolidation agreement, each of the directors and officers of Riverview has executed a letter agreement (the "Affiliate Letter") in favor of Union pursuant to which he or she has agreed to vote all shares of Riverview common stock owned by him or her in favor of adoption of the consolidation agreement and the transactions contemplated thereby. Additionally, each of the directors and officers of Union has executed an Affiliate Letter in favor of Riverview pursuant to which he or she has agreed to vote all shares of Union common stock owned by him or her in favor of adoption of the consolidation agreement and the transactions contemplated thereby.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy as soon as possible so that your shares will be represented at Riverview's special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q:

Who is entitled to vote at the Riverview special meeting?

A:

Only Riverview shareholders of record as of the close of business on [    •    ], 2013, which is referred to as the "Riverview record date", are entitled to vote at the special meeting.

Q:

How many votes do I have?

A:

Each outstanding share of Riverview common stock is entitled to one vote.

Q:

How do I vote my Riverview shares?

A:

You may vote your Riverview shares by completing and returning the enclosed proxy card or by voting in person at the Riverview special meeting.

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Voting by Proxy .    You may vote your Riverview shares by completing and returning the enclosed proxy card. Your proxy will be voted in accordance with your instructions. If you do not specify a choice on one of the proposals described in this joint proxy statement/prospectus, your proxy will be voted in favor of that proposal.

ON YOUR RIVERVIEW PROXY CARD:

•

Mark your selections;



•

Date and sign your name exactly as it appears on your card; and



•

Return your completed proxy card in the enclosed postage-paid envelope.

Voting in person .    If you attend the Riverview special meeting, you may deliver your completed proxy card in person or may vote by completing a ballot which will be available at the Riverview special meeting.

Should you have any questions on the procedure for voting your shares, please contact Terry Wasko, Riverview's Chief Financial Officer at 200 Front St., PO Box B, Marysville, Pa 17503, telephone (717) 827-4043.

Q:

Why is my vote important?

A:

Because the consolidation cannot be completed without the affirmative vote of the holders of a majority of the outstanding shares at the Riverview special meeting, and because the presence at the meeting, in person or by proxy, of a majority of the outstanding shares of Riverview common stock entitled to vote is necessary to constitute a quorum in order to transact business at the special meeting, every shareholder's vote is important.

Q:

If my shares of Riverview common stock are held in street name by my broker, will my broker automatically vote my shares for me?

A:

No. Your broker CANNOT vote your shares on any proposal at the Riverview special meeting without instructions from you. You should instruct your broker on how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker.

Q:

What if I fail to instruct my broker?

A:

If you do not provide your broker with instructions, your broker generally will not be permitted to vote your shares on the consolidation proposal or any other proposal (a so-called "broker non-vote") at the Riverview special meeting. Under Pennsylvania law, broker non-votes will be counted to determine if a quorum is present with respect to any matter to be voted upon by shareholders at the special meeting of shareholders only if such shares have been voted at the special meeting of shareholders on another matter other than a procedural motion. Because the consolidation requires the approval of holders of a majority of the outstanding shares, broker non-votes, although not counted as cast "for" or "against" any proposal, will effectively act as a vote "against" approval of the consolidation.

Q:

What constitutes a quorum for the Riverview special meeting?

A:

As of the Riverview record date, [    •    ] shares of Riverview common stock were issued and outstanding, each of which will be entitled to one vote at the meeting. Under Riverview's bylaws, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast constitutes a quorum for the transaction of business at the

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special meeting. If you vote by proxy, your shares will be included for determining the presence of a quorum. Both abstentions and broker non-votes that are voted on at least one non-procedural item are also included for purposes of determining the presence of a quorum.

Q:

Assuming the presence of a quorum, what is the vote required to approve the matters to be considered at the Riverview special meeting?

A:

The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote, in person or by proxy, at the meeting is required to approve the consolidation agreement. On all other matters, approval requires the affirmative vote of a majority of the votes cast at the Riverview special meeting. Abstentions are considered for purposes of determining the presence of a quorum, but are not considered a vote cast under Pennsylvania law. Abstentions and broker non-votes will effectively act as a vote against adoption of the consolidation agreement, but will not affect the outcome of any other matters being voted on at the special meeting.

Q:

Do I have appraisal or dissenters' rights?

A:

Yes. Under Pennsylvania law, Riverview shareholders have the right to dissent from the consolidation agreement and the consolidation and to receive a payment in cash for the "fair value" of their shares of Riverview common stock as determined by an appraisal process. This value may be more or less than the value you would receive in the consolidation if you do not dissent. If you dissent, you will receive a cash payment for the value of your shares that will be fully taxable to you. To perfect your dissenters' rights, you must follow precisely the required statutory procedures. See " The Consolidation—Shareholders Have Dissenters' Rights in the Consolidation ," on page 70 and the information at Annex D .

Q:

Can I attend the Riverview special meeting and vote my shares in person?

A:

Yes. All shareholders, including shareholders of record and those who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Holders of record of Riverview common stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Q:

Can I change my vote?

A:

Yes. You may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Riverview's Chief Financial Officer, or (3) attending the special meeting in person, notifying the Corporate Secretary and voting by ballot at the special meeting. Riverview's Chief Financial Officer's mailing address is Riverview Financial Corporation, 200 Front St., PO Box B, Marysville, Pa 17053, Attention: Terry Wasko.

Any shareholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, and such vote will revoke any previous proxy, but the mere presence (without notifying Riverview's Corporate Secretary) of a shareholder at the special meeting will not constitute revocation of a previously given proxy.

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Q:

Who will bear the cost of soliciting votes for the Riverview special meeting?

A:

Riverview and Union will bear the cost of preparing, assembling, printing, mailing and distributing these proxy materials equally. In addition to the mailing of these proxy materials, the solicitation of proxies or votes for the Riverview special meeting may be made in person, by telephone, or by electronic communication by Riverview's directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. In addition, Riverview may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.

Q:

What happens if additional proposals are presented at the Riverview special meeting?

A:

Other than the proposals described in this joint proxy statement/prospectus, Riverview does not expect any matters to be presented for a vote at the special meeting. If you grant a proxy, the persons named as proxy holders, [    •    ] and [    •    ], will have the discretion to vote your shares on any additional matters properly presented for a vote at the special meeting.

Q:

Are there risks that I should consider in deciding whether to vote to approve the consolidation agreement?

A:

Yes. You should consider the risk factors set out in the section entitled " Risk Factors " beginning on page 30 of this joint proxy statement/prospectus.

Q:

What if I hold stock of both Riverview and Union?

A:

If you hold shares of both Riverview and Union, you will receive two separate packages of proxy materials. A vote as a Riverview shareholder for the consolidation proposal or any other proposals to be considered at the Riverview special meeting will not constitute a vote as a Union shareholder for the consolidation proposal or any other proposals to be considered at Union annual meeting, and vice versa. Therefore, please sign, date and return all proxy cards that you receive, whether from Riverview or Union, or submit separate proxies as both a Riverview shareholder and a Union shareholder as instructed.

Q:

Should I send in my Riverview or Union stock certificates?

A:

No. If Riverview and Union shareholders adopt the consolidation agreement, after the consolidation is completed, you will receive written instructions, including a letter of transmittal, that will explain how to exchange your Riverview or Union stock certificates for Newco common stock certificates. Please do not send in any Riverview or Union stock certificates until you receive these written instructions and the letter of transmittal .

Q:

Whom should I contact if I have additional questions?

A:

If you are a Riverview shareholder and have any questions about the consolidation, or if you need additional copies of this document or the enclosed proxy card, you should contact:

Riverview Financial Corporation
200 Front St., PO Box B
Marysville, Pennsylvania 17053
Attention: Terry Wasko, CFO
Telephone: (717) 827-4043

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Questions about the Union Annual Meeting

Q:

What are the matters on which I am being asked to vote at the Union annual meeting?

A:

You are being asked to consider and vote on the following matters:

1.

Adoption of the consolidation agreement, a copy of which is attached as Annex A to this proxy statement/prospectus;

2.

Election of two (2) Class A directors for a term of three (3) years and until their successors are elected and have qualified;

3.

Ratification of the selection of ParenteBeard LLC as the independent auditors of Union for fiscal year 2013; and

4.

Adjournment of the Union annual meeting, if necessary, to solicit additional proxies in favor of adoption of the consolidation agreement.

Q:

How does the Union board of directors recommend that I vote my shares?

A:

The Union board of directors recommends that the Union shareholders vote their shares as follows:

•

"FOR" adoption of the consolidation agreement;

•

"FOR" the election of the two nominees indentified in this document for director;

•

"FOR" the ratification of the independent auditors for fiscal year 2013; and

•

"FOR" an adjournment of the Union annual meeting, if necessary, to solicit additional proxies in favor of adoption of the consolidation agreement.

As of the record date, directors and executive officers of Union and their affiliates had the right to vote [    •    ] shares of Union common stock, or [    •    ]% of the outstanding shares of Union common stock entitled to be voted at the annual meeting. In accordance with the terms of the consolidation agreement, each of the directors and officers of Union has executed a letter agreement in favor of Riverview pursuant to which he or she has agreed to vote all shares of Union common stock owned by him or her in favor of adoption of the consolidation agreement and the transactions contemplated thereby. Additionally, each of the directors and officers of Riverview has executed a letter agreement in favor of Union pursuant to which he or she has agreed to vote all shares of Riverview common stock owned by him or her in favor of adoption of the consolidation agreement and the transactions contemplated thereby.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy as soon as possible so that your shares will be represented at Union's annual meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q:

Who is entitled to vote at the Union annual meeting?

A:

Only Union shareholders of record as of the close of business on [    •    ], 2013, which is referred to as the "Union record date", are entitled to notice of, and to vote at, the Union annual meeting.

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Q:

How many votes do I have?

A:

Each outstanding share of Union common stock is entitled to one vote.

Q:

How do I vote my Union shares?

A:

You may vote your Union shares by completing and returning the enclosed proxy card or by voting in person at the Union annual meeting.

Voting by Proxy .    You may vote your Union shares by completing and returning the enclosed proxy card. Your proxy will be voted in accordance with your instructions. If you do not specify a choice on one of the proposals described in this joint proxy statement/prospectus your proxy will be voted in favor of that proposal.

ON YOUR UNION PROXY CARD:

•

Mark your selections;



•

Date and sign your name exactly as it appears on your card; and



•

Return your completed proxy card in the enclosed postage-paid envelope.

Voting in Person .    If you attend the Union annual meeting, you may deliver your completed proxy card in person or may vote by completing a ballot which will be available at the Union annual meeting.

Should you have any questions on the procedure for voting your shares, please contact Naomi Morrow Ost, Secretary, Union Bancorp, Inc., 25 S. Centre St., Pottsville, Pa 17901, telephone (570) 622-3011.

Q:

Why is my vote important?

A:

Because the consolidation cannot be completed without the affirmative vote of the holders of 75% of the outstanding shares of common stock at the Union annual meeting, and because a majority of the outstanding shares of Union common stock entitled to vote is necessary to constitute a quorum in order to transact business at the annual meeting, every shareholder's vote is important.

Q:

If my shares of Union common stock are held in street name by my broker, will my broker automatically vote my shares for me?

A:

No. Your broker CANNOT vote your shares on any proposal at the Union annual meeting, other than the proposal to ratify the selection of independent auditors, without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker.

Q:

What if I fail to instruct my broker?

A:

If you do not provide your broker with instructions, your broker generally will not be permitted to vote your shares on the consolidation proposal or any other proposal (a so-called "broker non-vote") at the Union annual meeting, other than the proposal to ratify the selection of independent auditors. Abstentions are considered for purposes of determining the presence of a quorum, but are not considered a vote cast under Pennsylvania law. Although broker non-votes will not be counted as votes "for" or "against" any proposal, they will be counted to determine if a quorum is present with respect to any matter to be voted upon by shareholders at the annual meeting only if such shares have been voted at the annual meeting on another matter other than a procedural motion. However, because the consolidation requires the affirmative vote of holders of

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75% of the outstanding shares, broker non-votes will effectively act as a vote "against" approval of the consolidation.

Q:

What constitutes a quorum for the Union annual meeting?

A:

As of the Union record date, [    •    ] shares of Union common stock were issued and outstanding, each of which will be entitled to one vote at the meeting. Under Union's bylaws, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast constitutes a quorum for the transaction of business at the annual meeting. If you vote by proxy, your shares will be included for determining the presence of a quorum. Both abstentions and broker non-votes that are voted on at least one non-procedural item are also included for purposes of determining the presence of a quorum.

Q:

Assuming the presence of a quorum, what is the vote required to approve the matters to be considered at the Union annual meeting?

A:

The affirmative vote of the holders of 75% of the outstanding shares of Union common stock, in person or by proxy, at the meeting is required to adopt the consolidation agreement. With respect to the election of directors, the two persons receiving the highest number of votes will be elected. With respect to the ratification of the independent auditors, the proposal to adjourn the Union meeting if necessary to solicit additional votes in favor of the proposal to adopt the consolidation agreement, and on any other matter properly presented at the annual meeting, such matters require the approval of the holders of a majority of the shares present, in person or by proxy, at the annual meeting. Abstentions and broker non-votes included for purposes of determining the presence of a quorum will act as a negative vote in the case of all matters being voted on at the meeting except the election of directors, where they will have no effect.

Q:

Do I have appraisal or dissenters' rights?

A:

Yes. Under Pennsylvania law, Union shareholders have the right to dissent from the consolidation agreement and the consolidation and to receive a payment in cash for the "fair value" of their shares of Union common stock as determined by an appraisal process. This value may be more or less than the value you would receive in the consolidation if you do not dissent. If you dissent, you will receive a cash payment for the value of your shares that will be fully taxable to you. To perfect your dissenters' rights, you must follow precisely the required statutory procedures. See " The Consolidation—Shareholders Have Dissenters' Rights in the Consolidation ," on page 70 and the information at Annex D .

Q:

Can I attend the Union annual meeting and vote my shares in person?

A:

Yes. All shareholders, including shareholders of record and those who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the annual meeting. Holders of record of Union common stock can vote in person at the annual meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the annual meeting. If you plan to attend the annual meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

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Q:

Can I change my vote?

A:

Yes. You may revoke your proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Union's Corporate Secretary, or (3) attending the annual meeting in person, notifying the Corporate Secretary and voting by ballot at the annual meeting. Union's Secretary's mailing address is Union Bancorp, Inc., 25 S. Centre St., Pottsville, Pa 17901, Attention: Naomi Morrow Ost.

Any shareholder entitled to vote in person at the annual meeting may vote in person regardless of whether a proxy has been previously given, and such vote will revoke any previous proxy if notification of such revocation has been given to Union's Corporate Secretary, but the mere presence (without notifying Union's Corporate Secretary) of a shareholder at the annual meeting will not constitute revocation of a previously given proxy.

Q:

Who will bear the cost of soliciting votes for the Union annual meeting?

A:

Riverview and Union will bear the cost of preparing, assembling, printing, mailing and distributing these proxy materials equally. In addition to the mailing of these proxy materials, the solicitation of proxies or votes for the Union annual meeting may be made in person, by telephone, or by electronic communication by Union's directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. Union may reimburse brokerage firms and other persons representing beneficiary owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition, Union has engaged a professional proxy solicitation firm, [    •    ] , to assist it in soliciting proxies for a fee of $[    •    ] plus reasonable out-of-pocket expenses.

Q:

What happens if additional proposals are presented at the Union annual meeting?

A:

Other than the proposals described in this joint proxy statement/prospectus, Union does not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, [    •    ] and [    •    ], will vote your shares on any additional matters properly presented for a vote at the annual meeting at the direction of Union's board of directors.

Q:

Are there risks that I should consider in deciding whether to vote to approve the consolidation agreement?

A:

Yes. You should consider the risk factors set out in the section entitled " Risk Factors " beginning on page 30 of this joint proxy statement/prospectus.

Q:

What if I hold stock of both Riverview and Union?

A:

If you hold shares of both Riverview and Union, you will receive two separate packages of proxy materials. A vote as a Union shareholder for the consolidation proposal or any other proposals to be considered at the Union annual meeting will not constitute a vote as a Riverview shareholder for the consolidation proposal or any other proposals to be considered at the Riverview special meeting, and vice versa. Therefore, please sign, date and return all proxy cards that you receive, whether from Riverview or Union, or submit separate proxies as both a Riverview shareholder and an Union shareholder as instructed.

Q:

Should I send in my Union stock certificates?

A:

No. If Union and Riverview shareholders approve and adopt the consolidation agreement, after the consolidation is completed, you will receive written instructions, including a letter of transmittal, that will explain how to exchange your Union stock certificates for Newco common

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stock certificates. Please do not send in any Union stock certificates until you receive these written instructions and the letter of transmittal .

Q:

Whom should I contact if I have additional questions?

A:

If you are an Union shareholder and have any questions about the consolidation, or if you need additional copies of this document or the enclosed proxy card, you should contact:

Union Bancorp, Inc.
25 S. Centre St.
Pottsville, PA 17901
Attention: Naomi Morrow Ost, Secretary
Telephone: (570) 622-3011

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