Annual Shareholder’s Meeting May 22,

Call To Order 2

Board of Directors Kathleen Bentz Lino Canalia Dr. Paul Chemello Peter Feit Joseph Pascale Michael Perry George Reynolds Thomas Riordan Peter Selleck Robert Taylor Joan Wator 3

Town Center Bank Officers Robert TaylorPresident/CEO/CFO Joseph HoganSr. Vice President Deanie ClareSr. Vice President/Branch Manager Karen MorganVice President/Corporate Secretary Gina PersianiAsst. Vice President/Branch Manager Sarah NeighborsAsst. Vice President Eileen PallisardOfficer/IT Operations 4

Appointment of Inspector 5

Notice of Quorum Report 6

Election of Directors 7

Question and Comment Period 8

Current Economic Environment 9

10 Banking Landscape Delinquent loans and other real estate owned have leveled off Capital remains under pressure and this will continue to be the norm in the industry Deposits continuing to grow, as is cash and liquidity –People have faith in the banking industry Portfolio yields are still falling Regulatory and Dodd-Frank burden unlikely to lift anytime soon

2011 Performance (Dollar amounts in thousands) Assets$148,786$141,350$115,684 Loans $90,662$88,387$76,934 Investments $46,224$38,938$27,231 Deposits$107,103$107,113$100,917 Borrowings$22,500$20,500$5,250 Net interest margin2.91%2.74%3.24% Pre-provision earnings (loss) $1,099$2,055$336 Net Income (loss)$(1,074)$(4,343)$(4,209)

Quarterly Performance As of or for the Quarter Ended (Dollar amounts in thousands) 3/31/116/30/119/30/201112/31/201103/31/2012 Assets$137,790$129,583$118,204$115,684$114,481 Loans, net$85,348$79,955$80,351$76,934$73,162 Investments$36,711$34,523$26,501$27,231$17,918 Deposits$106,607$102,237$102,109$100,917$105,171 Borrowings$19,500$15,500$5,250 - Net Interest Margin2.93%3.24%3.46%3.40%3.32% Net Interest Income$965$1,028$991$962$913 Non-interest Income$160$89$282$203$238 Non-interest Expense$1,257$1,336$1,911$1,546$1,295 Net Inc (Loss) Before Prov.$138$61$(95)$232$27 Provision for Loan Loss$(1,738)$(83)$(406)$(614)$(16) Provision for OREO Loss$(270)$(279)$(543)$(613)$(171) Net Income (Loss)$(1,870)$(301)$(1,044)$(995)$(160) 12

/31/12 Residential Real Estate$28,585 $23,584$22,703 Commercial Real Estate 36,479 31,06329,637 Commercial9,123 9,1489,153 Consumer 16,01914,79113,301 Total Loans $90,206 $78,586$74,794 Deferred Loan origination fees & costs Allowance for Loan Losses(2,337) (2,432)(2,403) Loans, net$88,387 $76,934$73,162 Loan Portfolio Mix (Dollar amounts in thousands)

Loans by Class As of 12/31/11 (Dollar amounts in thousands) 14 PassWatchSubstandardTotal Residential RE: 1-4 family, owner occupied$17,253$300$2,683$20, family, non-owner occupied2,1481, ,348 Commercial RE: Commercial, owner occupied6,5031, ,965 Commercial, non-owner occupied10, ,144 Land development2, ,2035,822 Farmland984,034-4,132 Commercial6,9631, ,148 Consumer Indirect automobile loans9,098-- Consumer, non-real estate5, ,693 Total$60,699$9,003$8,884$78,586

15 PassWatchSubstandardTotal Residential RE: 1-4 family, owner occupied$17,669$286$1,379$19, family, non-owner occupied1,9461, ,369 Commercial RE: Commercial, owner occupied6,4381, ,884 Commercial, non-owner occupied10, ,184 Land development2, ,4905,116 Farmland913,362-3,453 Commercial5,6012, ,153 Consumer Indirect automobile loans7,937-- Consumer, non-real estate5, ,364 Total$57,996$9,924$6,874$74,794 Loans by Class As of 3/31/12 (Dollar amounts in thousands)

Liquidity (Cash Resources) As of March 31, 2012 (Dollar amounts in thousands) Total Availability Used or Pledged Unused Capacity Federal Reserve Secured Borrowing $ 2,500$ -$ 2,500 Federal Funds Line 7,000- Securities Portfolio 17,9189,0578,861 Federal Funds Sold and Interest-Bearing Deposits with Banks 16,057- Total$ 43,475$ 9,057$ 34, Primary funding is provided by deposits. The above sources are supplemental.

Regulatory Capital (Dollar amounts in thousands) Actual Consent Order Requirement Excess Capital Above Minimum AmountRatioAmountRatio March 31, 2012 Total capital to risk weighted assets $9, %$10, %$(964) Tier 1 capital to risk weighted assets $8, %N/A - Tier 1 capital to average assets $8, %$10, %$(1,650) 17

2012 Plan –Bank’s Assets will shrink to $100 million through prepayment of FHLB Advances (done) and non-renewal of wholesale CDs This will increase Tier I Ratio 1% –Decrease Non-Performing Assets by $2.3 million Actively market Bank Owned Properties Negotiate and litigate with delinquent borrowers to collect highest amount possible Recently negotiated a recovery on a loan at $300,000 higher than the charge off balance. This is one of the first significant recoveries. This will not be the last. We expect more going forward. –Recover charged off loans from borrowers through negotiation and litigation Recently finalized a legal settlement on an owned property which will allow us to recover at least $300,000 18

2012 Plan cont’d Seek and obtain high quality loans Maintain competitive rates on deposits to attract long term relationships Continue to keep operating costs low Raise Capital 19

2012 Plan cont’d Add new products and services –Mobile scanning –Upgrade online banking –E-checking –Rewards debit card Actively market as a Community Bank 20

Raise Capital Exercise Stock Warrants –1 Warrant for each original 5 shares of stock purchased –Exercise price at $3.00 per share –Example: If you purchased 250 shares of stock, you received 50 warrants to buy 50 shares of stock at $3.00 each –50 shares x $3.00 = $ Total Purchase Price 21

Raise Capital Exercise Stock Warrants – Cont’d –When does exercise date expire? –Dollar cost averaging – exercise 50 warrants at $3.00 each on 250 shares purchased at $10.00 each and will give an average purchase price of $

Raise Capital Stock Rights Offering –Offer additional shares to be purchased –Each shareholder will be offered a defined amount of shares which will allow the shareholder to maintain the same proportional level of ownership –The Board will then have the option to re-offer the unexercised shares at a later date to all purchasers of the stock through the stock rights offering –As a goal we hope to raise $3.0 million from the warrants and the stock rights offering 23

Questions and Comments 24

Report by Inspectors of Election Formal Announcements of Voting Results 25

Adjournment 26