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MERGER QUESTIONS AND ANSWERS FOR FIDELITY BANK CLIENTS

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merging? banks in Central Massachusetts. The Bank has consistently earned a “5 Star” rating from BauerFinancial, Inc., the nation’s leading independent bank rating and research firm. We have been named one of The Boston Globe’s Top Places to Work for each of the past four years, and were recognized by the Worcester Business Journal as a 2014 Top

Workplace. Our strategy has long been to bring the benefits of our LifeDesign promise to as many people as possible. One way to realize this is to expand through mergers with other community banks. But it cannot be just any bank. It has to be a mutual bank that shares our values and employee- and customer-centric approach. A bank like Barre Savings Bank.

Why Barre Savings Bank and who are they?

Barre Savings Bank is a strong, well-managed organization considered “well-capitalized” by the regulatory agencies. Established in 1869, they operate three offices in Barre, Paxton, and Princeton. These are

challenging times for smaller community banks and they recognized that in order to do the best for their community, customers, and employees, they needed to be bigger. Fidelity Bank and Barre Savings Bank share similar principles, values, and corporate cultures, and each institution has demonstrated a long-standing commitment to the communities it serves. The merger with Barre Savings Bank will allow us to establish a well-capitalized mutual institution with the size necessary to compete in today’s competitive banking environment. And it will give more clients access to our LifeDesign approach. Simply put, together we can do more for our clients, employees, and communities than we can alone.

How will the merger benefit Fidelity Bank clients?

The combined bank will have assets of approximately $750 million, with capital levels that will enable it to continue as a viable alternative to the “big banks.” The merger will provide the resources to stay abreast of new innovations and give clients access to the latest technology available to enhance their banking experience. Other specific benefits include:

 More banking locations and more convenience. The complementary geographic footprint nicely connects the smaller towns Barre

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 Larger loan sizes to better serve the needs of our community’s businesses.

In short, we will become one of the most convenient and customer-centric community banks in Central Massachusetts.

Will the name remain the same after the merger?

We will continue to operate as Fidelity Bank. At the completion of the merger, Barre Savings Bank will become part of Fidelity Bank. For the benefit of Barre Savings Bank’s employees, clients, and community, we will appear on signs in their local markets as Barre Savings Bank – A Division of Fidelity Bank for a period of time.

Will the Bank continue to be a mutual bank?

Yes. The merged bank will operate under the Fidelity Bank state charter originally granted in 1888.

When will the merger be effective?

 The merger of the two banks requires several approval processes. The boards of both banks have approved the merger. The merger is also subject to a vote by the Barre Savings Bank Corporators and the

approval of state and federal regulatory agencies. We expect to receive the required approvals in late 2015 or early 2016, and to officially complete the merger during the second quarter of 2016.

How many offices will the merged bank have?

There will be 10 full-service offices, located in Barre, Gardner, Fitchburg, Leominster (2), Millbury, Paxton, Princeton, Shirley, and Worcester.

What is going to happen to my Fidelity Bank branch?

All of the present offices of Fidelity Bank will continue to serve clients.

When can I start using the additional offices that will be available to me as a part of the merger?

We anticipate the full integration of our systems will be completed during the second quarter of 2016, at which time all offices will be available to all clients. In the meantime, please continue to use your current office(s).

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Who will serve on the merged bank’s board of directors?

All Fidelity Bank board members will remain as directors of the

combined institution. Three members of the Barre Savings Bank board of trustees will join the board, including John Brewer, current chairman of the Barre Savings Bank trustees, who will serve as vice chairman of the Fidelity Bank board.

How will the merger affect client service?

Both banks share the same community vision and commitment to clients, and you will continue to receive exemplary service from the people you know and trust.

Will my deposits still be insured?

All deposits will continue to be insured in full after the merger. Each depositor will be insured by the Federal Deposit Insurance Corporation (FDIC) to $250,000. All deposits in excess of that amount will be insured by the Share Insurance Fund (SIF).

How will the merger affect the community?

Combining both banks ensures there will continue to be a local,

mutually owned community bank to support the financial needs of the area for generations to come. Barre Savings Bank and Fidelity Bank have each had strong commitments to the communities they serve for many years. This commitment will continue. In fact, as a larger

organization we will have the opportunity to expand our LifeDesign Community Dividend program and ensure its future. We distributed almost $300,000 to local organizations last year, and expect that amount to increase over the coming years. Further, as a display of gratitude to the members of their community for the 146 years of support they’ve given Barre Savings Bank, we are establishing a $1.5 million community foundation to provide long-term support to their communities.

As a client, is there anything I should do to get ready for the merger?

No. It will be “business as usual” for our clients as the banks prepare for the merger. As the process moves forward, we will inform you in

advance if any changes are necessary.

What will the

management structure of the merged bank be?

Edward F. Manzi Jr. will serve as chairman & CEO. Guy H. Boyer, president and CEO of Barre Savings Bank, is planning to retire but will remain with the combined institution for at least three months after the merger, to assure a seamless transition for their clients and employees.

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How can I find out more? If you have any questions, please do not hesitate to ask any of our employees. Please note, we will provide ongoing information about the merger through our branch offices and our website.

For the most up-to-date version of this document, please visit FidelityBankOnline.com.

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Combined Map: Fidelity Bank and Barre Savings Bank

FIDELITY BANK OFFICES

Fitchburg Gardner Leominster Millbury Shirley Worcester

675 Main St 330 Main St 9 Leominster Connector 16 South Main St 21 Main St 465 Shrewsbury St 75 Main St

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