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Oneida Financial Corp. To Commence Second Step Conversion And Offering

ONEIDA, N.Y., May 22 /PRNewswire-FirstCall/ -- Oneida Financial Corp., a Federal corporation (Nasdaq: ONFC), announced today that Oneida Financial Corp., a Maryland corporation ("Oneida Financial-New"), the proposed holding company for The Oneida Savings Bank, and Oneida Financial, MHC have received conditional regulatory approval to commence the second step conversion and offering.  Oneida Financial Corp. also announced today that the registration statement relating to the sale of common stock of Oneida Financial-New has been declared effective by the Securities and Exchange Commission.

Oneida Financial-New is offering for sale the 55.0% ownership interest currently owned by Oneida Financial, MHC in Oneida Financial Corp., which is equivalent to between $26.8 million and $36.2 million, or between 3,346,875 and 4,528,125 shares of common stock at $8.00 per share.  Oneida Financial-New may increase the number of shares that it sells in the offering, without notice to persons who have subscribed for shares, by up to 15%, to $41.7 million or 5,207,344 shares at $8.00 per share, as a result of market demand, regulatory considerations or changes in financial markets.  The number of shares to be sold in the offering and issued to public stockholders in the exchange is based on an independent appraisal of the estimated pro forma market value of Oneida Financial-New at February 19, 2010.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of Oneida Financial Corp. will be exchanged for between 0.7766 and 1.0507 shares of Oneida Financial-New, subject to a 15% increase to 1.2083 shares, based on the independent appraisal.  The offering and exchange ratio ranges could change as a result of regulatory review or due to updates to the independent appraisal, reflecting, among other things, changes in market conditions before or during the offering.  After the completion of the conversion and offering, Oneida Financial-New will be 100% owned by public stockholders, and Oneida Financial Corp. and Oneida Financial, MHC will each cease to exist.

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