D

P.C.

~he Qtomtnonwealth of massachusetts William Francis Galvin

Secretary of the Commonwealth One Ash burton Place, Boston, Massachusetts 02108-1512

Articles of Organization {General Laws Chapter 1560, Section 2.02; 950 CMR 113.16)

ARTICLE I The exact name of the corporation is:

ARTICLE II Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 15GD have the purpose of engaging in any lawful business. Please specifY if you want a more limited purpose:

ARTICLE III State the total number of shares and par value, * if any, of each class of stock that the corporation is authorized to issue. All corpo-rarions must authorize stock. If only one class or series is authorized, it is not necessary to specifY any parricular designation .

WITHOUT PAR VALUE WITH PAR VALUE

TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE

'G.L. Chapter 156D eliminates the concept of par value, however n corporntion mny specifY p11r value in Article !fl. See G. L. Chapter 156D, Section 6.21, rtnd the commmts rel11tive thereto.

c156ds202950c1131 6 01/13105

Needham Subsidiary Bank

s167H and 170

ARTICLE IV Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and rela-tive rights of that class or series. The articles may also limit the type or specifY the minimum amount of consideration for which shares of any class or series may be issued. Please set forth che preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.

N/A

N/A

ARTICLEV The restrictions, if any, imposed by the articles of organization upon the transfer of shares of any class or

series of stock are:

ARTICLE VI Ocher lawful provisions, and if there are no such provisions, this article may be left blank.

See Appendix A attached hereto.

Note: The preceding six (6) articles are considered to be permanent and may be chauged only by filing appropriate articles of amendment.

APPENDIX A

ARTICLES OF ORGANIZATION

OF

Needham Subsidiary Bank

WHEREAS, Needham Bank was incorporated in 1892 as a Massachusetts co-operative bank (the “Original Bank”); and

WHEREAS, the Original Bank in accordance with Chapter 167H of the Massachusetts General Laws and all other applicable law, has voted to reorganize into mutual holding company form by (i) the establishment of a new mutual co-operative bank, (ii) the amendment and restatement of the new mutual co-operative bank’s charter so as to become a mutual holding company (the “MHC”), (iii) the formation of this bank as a wholly-owned subsidiary co-operative bank of the MHC in stock form (the “Bank”), (iv) the formation of a Massachusetts business corporation as a wholly-owned subsidiary stock holding company of the MHC (the “Mid­Tier”), (v) the merger of the Original Bank with and into this Bank (the “Merger”), and (vi) the contribution of 100% of the shares of this Bank by the MHC to the Mid­Tier;

NOW, THEREFORE, the Articles of Organization (“Articles”) of the Bank prior to the Merger shall read as follows:

Section 1. Corporate Title. The full corporate title of the Bank is “Needham Subsidiary Bank” and may be changed from time to time by the stockholders of the Bank.

Section 2. Purpose. The Bank is a stock-form co-operative bank organized under Massachusetts law and shall have and may exercise all the powers, privileges and authority, express, implied and incidental, available to it under Chapters 167H and 170 of the Massachusetts General Laws or other applicable state and federal laws, and by all acts amendatory thereof and supplemental thereto.

Section 3. Capital Stock. The total number of shares of capital stock which the Bank is authorized to issue is 275,000 of which 250,000 shares shall be common stock, $0.01 par value per share, and 25,000 shares shall be preferred stock, $0.01 par value per share. The shares may be issued by the Bank from time to time as authorized by its Board of Directors, subject to applicable law, without the approval of its stockholders except as otherwise provided herein. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value per share. The consideration for the shares shall be cash, tangible or intangible property, labor, services or expenses, or any combination of the foregoing, but no share shall be issued unless the cash, so far as due, or the property, labor, services or expenses for which it was authorized to be issued, has or have been actually received or incurred by, or conveyed or rendered to, the Bank, or is in its possession as surplus. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of

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the Bank. The value of such property, labor, services or expenses, as determined by the Board of Directors of the Bank, shall be conclusive. Shares of capital stock issued in accordance with the foregoing shall be fully paid and not assessable. In the case of a stock dividend, that part of the surplus of the Bank which is transferred to stated capital upon the issuance of stock as a stock dividend shall be deemed to be the consideration for their issuance.

The minimum amount of capital and surplus with which the Bank shall commence business shall be not less than that required to satisfy capital or reserve requirements of any applicable state or federal law.

Section 4. Distinguishing Designations for Each Class of Stock.

A description of the different classes and series of the Bank’s capital stock and a statement of the designations, and the relative rights, preferences and limitations of the shares of each class and series of capital stock are as follows:

A. Common Stock. Except as provided in this herein (or in any certificate of establishment of series of preferred stock), the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote on all matters for each share held by such holder. There shall be no cumulative voting rights in the election of Directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends; but only when and as declared by the Board of Directors.

In the event of any liquidation, dissolution or winding up of the Bank, after there shall have been paid to or set aside for the holders of any class having preferences over the common stock in the event of liquidation, dissolution or winding up of the full preferential amounts of which they are respectively entitled, the holders of the common stock, and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets, shall be entitled, after payment or provision for payment of all debts and liabilities of the Bank, to receive the remaining assets of the Bank available for distribution, in cash or in kind, in proportion to their holdings.

B. Preferred Stock. Subject to regulatory approvals if they are required by law, the Board of Directors of the Bank is authorized by vote or votes, from time to time adopted, to provide for the issuance of one or more classes of preferred stock, which shall be separately identified. The Board of Directors shall have the authority to divide any authorized class of preferred stock of the Bank into one or more series and to fix and state the voting powers, designations, preferences and relative, participating, optional or other special rights of the shares of any series so established and the qualifications, limitations and restrictions thereof. Each such series shall be separately designated so as to distinguish the shares thereof from the shares of all

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other series and classes. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The dividend rates or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of shares of such series;

(d) Whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Bank;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Bank, and if so convertible or exchangeable, the conversion price or prices or the rate or rates of exchange, and the adjustments thereof; if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of preferred stock and whether such shares may be reissued as shares of the same or any other series of stock.

Unless otherwise provided by law, any such vote shall become effective when the Bank files with the Secretary of State of the Commonwealth of Massachusetts a certificate of establishment of one or more series of preferred stock signed by the President or any Senior Vice President and by the Clerk or Assistant Clerk of the Bank, setting forth a copy of the vote of the Board of Directors establishing and designating the series and fixing and determining the relative rights and preferences thereof, the date of adoption of such vote and a certification that such vote was duly adopted by the Board of Directors and the stockholders, if required by these Articles.

Each share of each series of preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

Section 5. Restrictions Imposed Upon Transfer of Shares of Any Class of Stock. Not Applicable.

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Section 6. Other Lawful Provisions.

A. Office. The main office of the Bank is located at 1063 Great Plain Avenue, Needham, Massachusetts, 02492 and may be changed from time to time by the Board of Directors of the Bank, subject to applicable law.

B. Duration. The duration of the Bank is perpetual.

C. Depositor Vote Required to Approve Stock Issuance Plan. Any plan providing for the issuance of common or preferred securities by the Bank to a person other than the MHC shall be approved by the affirmative vote of a majority of the votes of the depositors of the Bank present and voting at the annual meeting or at a special meeting called, in accordance with the Bank's bylaws.

D. Preemptive Rights. Holders of the capital stock of the Bank shall not be entitled to pre-emptive rights with respect to any shares of the capital stock of the Bank which may be issued.

E. Indemnification. The Directors, officers and employees of the Bank shall be indemnified to the extent provided in the By-Laws of the Bank.

F. Acting as a Partner. The Bank may be a partner in any business enterprise which it would have power to conduct itself.

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Section 9. By-laws. By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above have been duly elected.

G. Stockholders’ Meetings. Meetings of stockholders may be held at such place in the Commonwealth of Massachusetts or, if permitted by applicable law, elsewhere in the United States as the Board of Directors may determine.

H. Amendment of Articles. These Articles may be amended by a majority vote of the shares of the Bank’s capital stock outstanding and entitled to vote, subject to applicable law.

Section 7. Effective Date. The effective date of organization shall be January 1, 2020 at 12:03 a.m.

Section 8. Address, Officers and Directors, Fiscal Year.

A. Street Address. The street address of the principal office of the corporation in Massachusetts is 1063 Great Plain Avenue, Needham, Massachusetts, 02492.

B. Officers and Directors.

The Bank shall be under the direction of a Board of Directors. The number of Directors shall not be fewer nor more than permitted by law, and shall be set by the stockholders in accordance with the By-Laws. The number of Directors shall initially be set at 14. The names of the original Directors under these Articles are set forth in Exhibit A hereto.

The name, residential address and post office address of each director and officer of the corporation is as set forth on Appendix B to the Articles of Organization.

C. Fiscal Year. The fiscal year end of the corporation shall be on the last day of the month of December.

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IN WITNESS WHEREOF and under the penalties of perjury, we have hereunto signed our names, this __ day of __________ in the year 2019.

__________________________ Name: Joseph Campanelli

__________________________ Name: Jack McGeorge

__________________________ __________________________ Name: John Buckley Name: Lennox Chase

__________________________ Name: Robert Cicerone

__________________________ Name: William Darcey

__________________________ Name: William Day

__________________________ Name: Arthur F. Howe

__________________________ Name: Christopher Lynch

__________________________ Name: Thomas D. McInerney

__________________________ Name: Paula McLaughlin

__________________________ Name: Francis Orfanello

__________________________ Name: Richard Quincy

__________________________ Name: Mark Whalen

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Exhibit A: Original Directors

Joseph Campanelli Jack McGeorge John Buckley Lennox Chase

Robert Cicerone William Darcey

William DayArthur F. Howe

Christopher Lynch Thomas D. McInerney

Paula McLaughlin Francis Orfanello Richard Quincy Mark Whalen

ARTICLE VII "The effective date of organization of the corporation is the date and time the articles were received for filing if the articles are nor rejected within the time prescribed by law. If a later effective date is desired, specifY such date, which may not be later than the 90th day after rhe articles are received for filing:

ARTICLE VIII TI1e information contained in this article is nor a permanent part of rhe articles of organization.

a. The street address of the initial registered office of the corporation in the commonwealch:

b. TI1e name of irs initial registered agent at its registered office:

c. TI1e names and street addresses of the individuals who will serve as the initial directors, presidenr, treasurer and secretary of the corporation (an address need not be specified if the business address of the officer or director is the same as the principal office location):

President: See Appendix B attached hereto.

Treasurer:

Secretary:

Director(s) : See Appendix B attached hereto.

d . The fiscal year end of the corporation: December

e. A brief description of rhe type of business in which the corporation intends to engage: Any lawful business, subject to Chapter of the Massachusetts General Laws

f. The street address of the principal office of the corporation:

g. The street address where the records of the corporation required to be kept in the commonwealth are located is:

(number, street, city or town, state, zip code)

0 its principal office;

0 an office of its transfer agent;

0 an office of its secretary/assistant secretary;

0 its registered office.

which is

Signed this ------------- day of ____________ _ _____ by the incorporator(s):

Signature: ____________________________________________ _

Name:

Address:

January 1, 2020 at 12:03 a.m.

1063 Great Plain Avenue, Needham, Massachusetts, 02492

Joseph Campanelli, c/o Needham Bank, 1063 Great Plain Avenue, Needham, Massachusetts, 02492

170

1063 Great Plain Avenue, Needham, Massachusetts, 02492

1063 Great Plain Avenue, Needham, Massachusetts, 02492

First January 2020

Joseph Campanelli, President

c/o Needham Bank, 1063 Great Plain Avenue, Needham, Massachusetts, 02492

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APPENDIX B

Officers and Directors of Needham Subsidiary Bank

Officers

Office Name Residence Post-Office Address

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Directors

Name Residence Post-Office Address

Examiner

Name approval

c

M

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin Secretary of the Commonwealth

One Ash burton Place, Boston, Massachusetts 02108-1512

Articles of Organization (General Laws Chapter 1560, Section 2.02; 950 CMR 113.16)

I hereby certifY that upon examination of these articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corpo-rations have been complied with, and I hereby approve said articles; and the filing fee in the amountof$ ___ having been paid,saidarticlesaredeemed to have been filed with me this ______ day of , 20 ___ , at a.m./p.m.

time

ER-ective date: _ _____________ _______ _ (must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN Secretary of the CommonweaLth

Filing fee: $275 for up to 275,000 shares plus $100 for each additional100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION Contact Information:

Matthew D. Hanaghan. EsQ , Nutter, McCiennen & Fish LLP

155 Seaport Boulevard, Boston, Massachusetts 02210

Telephone: 617-439-2000

Email: mhanaghan@nutter.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

l hereby approve the within Articles of Organization.

Date Commissioner of Banks

s167H and 170

January 1, 2020 at 12:03 a.m.