Terms Of The Stock Offering

We are offering between 12,750,000 and 17,250,000 shares of our common stock to the public. The maximum number of shares that we sell in the stock offering may increase by 15% to 19,837,500 shares as a result of market demand, regulatory considerations or changes in financial markets. Unless the number of shares to be issued is increased to more than 19,837,500 or decreased below 12,750,000, you will not have the opportunity to change or cancel your stock order.

The offering price is $10.00 per share. All new investors will pay the same purchase price per share. No commission will be charged to our subscribers. Keefe, Bruyette & Woods, our financial advisor in connection with the stock offering, will use its best efforts to assist us in selling our stock. Keefe, Bruyette & Woods is not obligated to purchase any shares of common stock in the offering.

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How We Determined The Offering Range And The $10.00 Price Per Share

The offering range is based on an independent appraisal of the market value of the common stock to be offered. RP Financial, LC., an appraisal firm experienced in appraisals of banks and financial institutions, has estimated that, as of August 4, 2006, the full market value of the common stock to be between $221.2 million and $344.1 million. This appraisal results in a stock offering of between 12,750,000 and 17,250,000 shares of common stock at an offering price of $10.00 per share. RP Financial’s estimate of our full market value was based in part upon our financial condition and results of operations and the effect of the additional capital raised in this stock offering. RP Financial’s independent appraisal will be updated before we complete our stock offering.

The $10.00 price per share was selected primarily because $10.00 is the price per share most commonly used in stock offerings involving reorganizations of banking institutions and mutual holding companies. The appraisal was based in part on Westfield Financial’s financial condition and results of operations, the effect of the additional capital raised by the sale of common stock in the offering, and an analysis of a peer group of publicly-traded savings bank and thrift holding companies that RP Financial considered comparable to Westfield Financial. See “ Pro Forma Data .”

The following table presents a summary of selected pricing ratios for the peer group companies and the resulting pricing ratios for Westfield Financial based on the 12 months ended June 30, 2006. Compared to the median pricing of the peer group, Westfield Financial’s pro forma pricing ratios at the maximum of the offering range indicated a premium of 61.0% on a price-to-earnings basis and a discount of 20.1% on a price-to-tangible book basis. The estimated appraised value and the resulting premium/discount took into consideration the potential financial impact of the conversion.

The independent appraisal does not indicate market value. You should not assume or expect that the valuation of Westfield Financial as indicated above means that the common stock will trade at or above the $10.00 purchase price after the conversion.

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Persons Who May Order Stock In The Stock Offering

We are offering shares of our common stock in what is called a “subscription offering” in the order of priority listed below:

The shares of common stock not purchased in the subscription offering may be offered to the general public in a “community offering,” with preference granted to stockholders of Westfield Financial as of [Record Date] and then to natural persons residing in Westfield Bank’s Community Reinvestment Act assessment area, which consists of the municipalities of Agawam, Blandford, Chester, East Longmeadow, Granville, Holyoke, Longmeadow, Montgomery, Russell, Springfield, Southampton, Southwick, Tolland, Westfield and West Springfield, Massachusetts. A community offering may begin concurrently with, during or immediately following the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering to the public through a syndicate of broker-dealers managed by Keefe, Bruyette & Woods (referred to as a “syndicated community offering”). We have the right to accept or reject orders received in the community offering and the syndicated community offering at our sole discretion.

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 pursuant to our Plan of Conversion. A detailed description of share allocation procedures can be found in the sections entitled “ The Conversion And Stock Offering — Subscription Offering And Subscription Rights ” and “ The Conversion And Stock Offering — Community Offering .”

Limits On Your Purchase Of The Common Stock

The minimum number of shares of common stock that you may purchase is 25.

If you are not currently a Westfield Financial stockholder:

No individual, or person exercising subscription rights through a single qualifying account held jointly may purchase more than 50,000 shares of common stock. If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed 100,000 shares:

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Persons living at the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to this overall purchase limitation.

If you are currently a Westfield Financial stockholder:

In addition to the above purchase limitation, there is an ownership limitation for stockholders, other than our employee benefit plans. Shares of common stock that you purchase in the offering individually and together with persons acting in concert with you as described above, plus any new shares of New Westfield Financial common stock you and they receive in exchange for your existing shares of common stock of Westfield Financial, may not exceed 5% of the total shares to be issued in the stock offering and exchange. Subject to the approval of the OTS, we may increase or decrease the purchase and ownership limitations at any time. For a detailed description of purchase limitations see “ The Conversion And Stock Offering — Limitations On Common Stock Purchases .”

The Exchange Of Westfield Financial Common Stock

If you are currently a stockholder of Westfield Financial, your shares as of the date of the consummation of the conversion and stock offering will be cancelled and exchanged for new shares of our common stock. The number of shares you receive will be based on an exchange ratio determined as of the closing of the conversion and will depend upon the number of shares we sell in our offering and the final appraised value of Westfield Financial and Westfield Mutual Holding Company. The number of shares you receive is not dependent on the market price of Westfield Financial common stock currently outstanding.

The following table shows how many shares a hypothetical owner of Westfield Financial common stock would receive in the exchange, based on the number of shares sold in the offering.

If you own shares of Westfield Financial that are held in “street name,” they will be exchanged without any action on your part. If you are the record owner of shares of Westfield Financial and hold certificates, you will receive, after the conversion and stock offering are completed, a transmittal form with instructions to surrender your stock certificates. New certificates of our common stock will be mailed within five business days after the exchange agent receives properly executed transmittal forms and certificates.

No fractional shares of our common stock will be issued to any public stockholder of Westfield Financial upon completion of the conversion. For each fractional share that would otherwise be issued, we will pay 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 subscription price.

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We also will convert options previously awarded under our current stock option plan (the “2002 Stock Option Plan”) into options to purchase New Westfield Financial common stock, with the number and exercise price to be adjusted based on the exchange ratio. The term and vesting period of the previously awarded options will remain unchanged. If any options are exercised before we complete the offering, they would increase the number of shares outstanding and could affect the exchange ratio. Also, if options are exercised and shares come from authorized but unissued shares, they would further dilute stockholders’ interests. We will also convert shares of common stock held in our existing Tax-Qualified Employee Stock Ownership Plan (“ESOP”) into our shares of common stock based on the exchange ratio. Additionally, our ESOP will purchase up to 8.0% of the shares sold in the offering.

Under the law of the Commonwealth of Massachusetts and federal regulations, the public stockholders of Westfield Financial do not have dissenters’ rights or appraisal rights.

How You May Purchase Common Stock

To purchase shares you must deliver a signed and completed stock order form, accompanied by full payment or deposit account withdrawal authorization as described below, by 12:00 noon, Eastern time, on [Expiration Date]. You may mail your order form in the reply envelope that we have provided. It must be received by our Stock Information Center (not postmarked) by this offering deadline. You may instead hand-deliver your order form to our Stock Information Center, or send it by overnight delivery to our Stock Information Center at the address noted on the stock order form. You may not mail or deliver stock order forms to any of our branch offices. We are not required to accept photocopies or facsimiles of stock order forms.

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

Personal check, bank check or money order . Each of these must be made payable directly to “Westfield Financial” (do not endorse third party checks). These will be cashed upon receipt. We will pay interest on these funds at Westfield Bank’s passbook savings rate from the date payment is received until completion or termination of our stock offering. Wire transfers will not be accepted. Cash and Westfield Bank line of credit checks may not be remitted as payment for your order.

Authorized account withdrawal . The stock order form outlines the means of using Westfield Bank deposit accounts to pay for subscribed-for stock. The funds you authorize for direct deposit account withdrawal must be in your account at the time your stock order form is received. Funds will not be withdrawn from your account until the completion of the stock offering and will earn interest at the applicable deposit account rate until such time. However, a hold will be placed on these funds when your stock order form is received, making the designated funds unavailable to you for any purpose. You may authorize funds from a Westfield Bank certificate of deposit account without incurring an early withdrawal penalty, with the agreement that the withdrawal is being made for the purchase of shares in the stock offering.

You might be able to use IRA funds; however, you may not authorize direct withdrawal from Westfield Bank IRA deposit accounts. If you wish to use some or all of the funds in your IRA at Westfield Bank, the applicable funds must be transferred to a self-directed IRA account maintained by an independent trustee, such as a brokerage firm. If you do not have such an account, you will need to establish one before placing your stock order. An annual administration fee may be payable to the independent trustee. Because individual circumstances differ and processing of retirement fund orders takes additional time, we recommend that you initiate this process promptly, preferably at least two weeks before the [Expiration Date] offering deadline, to discuss the possibility of using your Westfield Bank IRA deposit account or any other retirement account held at Westfield 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.

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We reserve the right to waive or permit the correction of incomplete or improperly executed stock order forms on a case by case basis, but do not represent that we will do so. Once received by us, you may not change, modify or cancel your order. Our employees and Stock Information Center staff are not responsible for correcting or completing information provided on the stock order forms we receive, including the account information requested for the purpose of verifying subscription rights.

We may not lend funds or extend a line of credit (including line of credit or overdraft checking) to anyone for the purpose of purchasing shares in the offering.

Delivery Of Stock Certificates

Certificates representing shares of common stock issued in the stock offering will be mailed to the certificate registration address noted on the order form, as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals. It is possible that, until certificates for the common stock are available and delivered to purchasers, purchasers might not be able to sell the shares of common stock which they ordered, even though the common stock will have begun trading.

If you are currently a stockholder of Westfield Financial, see “ — The Exchange Of Westfield Financial Common Stock ” above.

How We Intend To Use The Proceeds From The Stock Offering

Assuming we sell 17,250,000 shares in the stock offering, we intend to distribute the net proceeds from the stock offering as follows:

The stock offering will allow us to increase the liquidity of our common stock, to continue programs of dividends or repurchases, to finance acquisitions of other financial institutions or other businesses related to banking (although no mergers or acquisitions are planned at the present time), and to fund other general corporate purposes. Westfield Bank may use the proceeds that it receives from the stock offering to better serve the needs of its community by increasing lending, especially to support continued growth in its commercial loan portfolio, expanding the products and services that it currently offers (including the possible introduction of new products and services), opening or acquiring additional branch offices, and funding other general corporate purposes.

You May Not Sell Or Transfer Your Subscription Rights

OTS regulations prohibit you from transferring your subscription rights. If you order stock in the subscription offering, you will be required to state on the order form that you are purchasing the stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares of stock to be issued upon their exercise. We intend to take legal action, including reporting

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persons to federal or state regulatory agencies, against anyone whom we believe sells or gives away their subscription rights. We will not accept your order if we have reason to believe that you sold or transferred your subscription rights. When registering your stock purchase on the order form in the subscription offering, you should not add the name(s) of persons who qualify only in a lower purchase priority than you do.

Deadline For Orders Of Common Stock

If you wish to purchase shares, a properly completed stock order form, together with payment for the shares, must be received (not postmarked) by the Stock Information Center, located at our executive office, no later than 12:00 noon, Eastern time, on [Expiration Date]. You must submit your order form(s) by mail using the return envelope provided, overnight courier to the address noted on the order form or by dropping off your order form at the Stock Information Center. Order forms cannot be accepted by branch offices of Westfield Bank.

Termination Of The Stock Offering

The subscription offering will terminate at 12:00 noon, Eastern time, on [Expiration Date]. We expect that the community offering, if any, will terminate at the same time. We may extend this expiration date, without notice to you, until [Extension Date #1], unless regulators approve a later date. If the subscription offering and/or community offering are extended beyond [Extension Date #1], we will be required to resolicit subscriptions before proceeding with the stock offering. All further extensions, in the aggregate, may not last beyond [Extension Date #2].

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 12,750,000 shares of common stock, we may take several steps in order to sell the minimum number of shares in the offering range. Specifically, we may increase the purchase limitations. In addition, we may seek regulatory approval to extend the stock offering beyond the [Extension Date #2], expiration date, provided that any such extension will require us to resolicit subscriptions received in the stock offering. See “ The Conversion And Stock Offering — Limitations On Common Stock Purchases .” If we fail to sell the minimum number of shares, we will return your funds to you with interest, or cancel your deposit account withdrawal authorization.

Purchases By Officers And Directors

We expect our directors and executive officers, together with their associates, to subscribe for 102,500 shares of common stock. 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. Following the offering, our directors and executive officers, together with their associates, are expected to beneficially own approximately [      ] shares of common stock, or [      ]% of our shares to be outstanding based upon the midpoint of the offering range, including shares held by the ESOP and stock options exercisable within 60 days of November [      ], 2006.

Benefits To Management And Potential Dilution To Stockholders Resulting From The Offering

Our ESOP intends to purchase up to 8.0% of the shares of common stock that we sell in the offering. If we receive orders for more shares of common stock than the maximum of the offering range, the ESOP will have a first priority right to purchase a limited amount of additional shares over this maximum. We will incur additional compensation expense as a result of the ESOP’s purchase of shares in the offering.

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In addition, we intend to consider the implementation of the following benefit plans in connection with the conversion.

Recognition and Retention Plan. We intend to implement a recognition and retention plan (the “2007 RRP”) no earlier than six months after the conversion. If adopted within 12 months following the completion of the conversion, the 2007 RRP will reserve a number of shares up to 3.39% of the shares sold in the offering, or up to 585,039 shares of common stock at the maximum of the offering range, for awards to key employees and directors, in order to ensure that the aggregate number of shares subject to the 2007 RRP and the current recognition and retention plan (the “2002 RRP”) does not exceed 4.0% of the shares outstanding following the completion of the conversion. Stockholder approval of the 2007 RRP will be required.

Stock Option Plan. We also intend to implement a stock option plan (the “2007 Stock Option Plan”), no earlier than six months after the conversion. If adopted within 12 months following the completion of the conversion, the 2007 Stock Option Plan will reserve a number of shares up to 8.48% of the shares sold in the offering, or up to 1,462,598 shares of common stock at the maximum of the offering range, for grants to key employees and directors, in order to ensure that the aggregate number of shares subject to the 2007 Stock Option Plan and the current stock option plan (the “2002 Stock Option Plan”) does not exceed 10.0% of the shares outstanding following the conversion. Stockholder approval of the 2007 Stock Option Plan will be required.

The following table summarizes the number of shares and aggregate dollar value of awards available for grant that are expected under the 2007 RRP and the 2007 Stock Option Plan, if adopted as expected after the stock offering. A portion of the available stock grants shown in the table below may be made to non-executive employees.

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The following table presents information regarding the existing and new employee stock ownership plans and stock-based incentive plans. The table below assumes that 29,923,130 shares are outstanding after the stock offering, which includes the sale of 17,250,000 shares in the stock offering (the maximum) and the issuance of 12,673,130 shares in exchange for shares of Westfield Financial using an exchange ratio of 3.07629. It is also assumed that the value of the stock is $10.00 per share and that the exchange of existing shares is in accordance with the exchange ratio at the maximum of the offering range.

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