Common use of Retention of Agent; Compensation; Sale and Delivery of the Shares Clause in Contracts

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15, 2014, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The appointment of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15April 6, 20142009, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,975,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15September 5, 20142008, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 6,460,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15December 4, 20141997, among between the MHC, Bank and the Agent Webb (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged acknowlexxxx by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (d) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 4,305,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Holding Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with to manage the solicitation sale of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, Shares through a group of Assisting Brokers if necessary. On the basis of the representations, warranties, representations and agreements herein contained, but warranties and subject to the terms and conditions herein set forthof this Agreement, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Holding Company and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15December 16, 20141999, among between the MHCBank, the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Holding Company and the Bank that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that which is inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered by means of Order Forms as described in the Prospectus. Except as provided in the paragraph below, the appointment of the Agent pursuant to this Agreement hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day completion of the Offerings, unless Offering. The Agent agrees to provide financial advisory assistance to the Bank and the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the at no charge for a period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) one year following the completion of the Public Offering (including general advice on the “End Date”). All fees or expenses due to market for bank stocks and the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request shares of the Holding Company Company, shareholder enhancement methods and other related matters. Thereafter, if the Bankparties wish to continue the relationship, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into fee will be negotiated and an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent respect to specific advisory services will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At at that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 900,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons person who have has subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, such person as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (db) below. If all conditions precedent to the consummation of the Offering are satisfied, the Holding Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Holding Company by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Holding Company until the conditions specified in Section 7A hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Holding Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Holding Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Melrose Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Melrose Parties as to the matters set forth in the letter agreement, dated January 15December 23, 20142013, among between the MHC, Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Melrose Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Melrose Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,210,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15April 11, 20142003, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,722,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Xxxxxxxx Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription and Community Offering; , (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Community Offering, if necessary, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Xxxxxxxx Parties as to the matters set forth in the letter agreementagreements, dated January 15April 16, 20142015, among the MHC, the Bank and the Agent (the “Letter Agreements”) (a copy of each of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein containedFurthermore, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities Shares in accordance with this Agreement; provided, however, that it is acknowledged by the Primary Xxxxxxxx Parties that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The appointment of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the OfferingsOffering, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities Shares may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 3,655,000 Shares within the period herein providedprovided (including any permitted extension thereof), this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company Company, the MHC and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC and the Bank as to the matters set forth in the letter agreement, dated January 1512, 20142011, among between the MHC, the Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company, the MHC and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company, the MHC or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”)) unless extended by the Commissioner and the FDIC. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 11,050,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Holding Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated January 157, 2014, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company MW Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 722,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 12, 20142009, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 425,000 Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Central Federal Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank Central Federal Parties with respect to the sale by the Holding Company of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and Offering in syndicate formation (iii) as the managing underwriter in the Public Offering, if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Central Federal Parties as to the matters set forth in the letter agreement, dated January 15April 30, 20142015, among by and between the MHC, Association and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Central Federal Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day completion of the OfferingsSubscription Offering, (the “End Date”) unless the Holding Company Central Federal Parties and the Agent agree in writing to extend such period and the Division OCC agrees to extend the period of time in which the Securities Shares may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Central Federal Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event that the Holding Company is unable Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 23,375,000 1,105,000 Shares within the period herein provided, (including any permitted extension thereof), or such other minimum number of shares as shall be established consistent with the Plan and the Conversion Regulations (as defined below), this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 77 , 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and, to the extent applicable, Commonwealth, as to the matters set forth in the letter agreement, dated January 15August 14, 2014, among between the MHC, Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis Each of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription and Community Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 106,834 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it the Company may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15August 8, 20142007, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 90 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event that the Holding Offering is not consummated for any reason, including but not limited to the inability of the Company is unable to sell a minimum of 23,375,000 of1,084,600 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action a breach of a warranty, representation or inaction covenant of the AgentAgent contained herein, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) to participate in the Offering in the areas of market making and to act as sole book running manager in connection with the solicitation of purchase orders for securities Joint Bookrunning Manager in the Syndicated Offering, and (iii) as the managing underwriter in the Public Underwritten Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreementagreements, dated January 15December 16, 20142013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day termination of the OfferingsOffering, unless the Holding Company and the Agent agree but in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) no event later than [45 days] after the completion of the Public Offering Subscription Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Primary Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 161,500,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated January 15June 28, 20142013 and as amended as of October 10, among 2013, between the MHC, Bank and the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall Holding and the Agent be obligated may agree to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 646,000 Shares within the period herein providedprovided , this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15August 4, 20142006, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 4,930,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Sound Financial Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Sound Financial Parties as to the matters set forth in the letter agreementagreements, dated January 15February 1, 20142012, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Sound Financial Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Sound Financial Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,105,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated January 15June 24, 20142010, among between the MHC, Bank and the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall Holding and the Agent be obligated may agree to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,507,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January May 15, 20142001, among between the MHC, Bank and the Agent Prestige (a copy of which is attached hereto as Exhibit AB). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (d) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 977,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 1519, 20142005, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, rules, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 90 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the under mutually acceptable terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution approval of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringgovernmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 23,375,000 [ ] Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. 2 NEXT PAGE The Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank have retained the Agent to consult with respect and to advise the sale Bank, the MHC and the Company, and to assist the Company, on a best efforts basis, in the distribution of the Shares shares of Common Stock in the Offering. The services that the Agent will provide include, but are not limited to (i) training the employees of the Bank who will perform certain ministerial functions in the Subscription and Community Offering; Offering regarding the mechanics and regulatory requirements of the stock offering process, (ii) act as sole book running manager in connection with managing the solicitation Stock Information Center by assisting interested stock subscribers and by keeping records of purchase all stock orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessarypreparing marketing materials. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15November 29, 2014, among 1999 between the MHC, Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company, the MHC and the Bank that the Agent shall not be required to take or purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 2(d), 8 and 9 hereof) shall terminate upon the earlier to occur completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than the date (athe "End Date") forty-five (45) which is 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, Closing Date (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”as hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 708,050 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agentterminated, the Agent shall be paid the fees due reimbursed for its actual accountable out-of-pocket expenses. If all conditions precedent to the consummation of the Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date of such termination pursuant and at a place acceptable to subparagraphs (a) the Company, the MHC, the Bank and (d) belowthe Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records placement agent (i) to utilize its “best efforts efforts” to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as to manage the managing underwriter in the Public Offeringsale of Shares through a group of selected broker dealers, if necessary. On the basis of the representations, warranties, representations and agreements herein contained, but warranties and subject to the terms and conditions herein set forthof this Agreement, the Agent accepts such appointment and agrees to consult with and advise assist the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, agreement dated January 155, 20142006, among between the MHC, Company and the Agent (“Letter Agreement”), a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that A. It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that is which Agent deems to be inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered as described in the Prospectus. Except as otherwise provided in this Agreement, the appointment of the Agent pursuant to this Agreement shall will terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,320,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them them, plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 9 and 10 8 hereof. In the event this Agreement the Offering is terminated for any reason and the Closing (as defined below) does not attributable to the action or inaction of the Agentoccur, then in no event shall the Agent shall be paid receive the fees due to the date of such termination pursuant to set forth in subparagraphs (a) and (db) below. Provided, however, regardless of whether or not the Closing occurs, the Agent shall be entitled to reimbursement of its reasonable and accountable out-of-pocket expenses, as set forth in subparagraph (c) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as defined below) against payment to the Company by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place mutually acceptable to the Company and the Agent (the “Closing”). Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15May 26, 20142010, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Mid-Tier Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 6,800,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15November 3, 20142009, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Mid-Tier Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 998,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 9, 20142004, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 688,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15December 21, 20142007, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 90 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event that the Holding Offering is not consummated for any reason, including but not limited to the inability of the Company is unable to sell a minimum of 23,375,000 688,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action a breach of a warranty, representation or inaction covenant of the AgentAgent contained herein, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company* s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15November 21, 20142003, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,415,250 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records placement agent (i) to utilize its “best efforts efforts” to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as to manage the managing underwriter in the Public Offeringsale of Shares through a group of selected broker dealers, if necessary. On the basis of the representations, warranties, representations and agreements herein contained, but warranties and subject to the terms and conditions herein set forthof this Agency Agreement (this “Agreement”), the Agent accepts such appointment and agrees to consult with and advise assist the Primary Parties Company as to the matters set forth in herein. Upon execution, this Agreement shall supersede and replace the letter agreementagreement dated June 25, dated January 15, 2014, among 2008 between the MHC, Company and the Agent (“Letter Agreement”), a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that A. It is acknowledged by the Primary Parties Company that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that is which Agent deems to be inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered as described in the Prospectus. Except as otherwise provided in this Agreement, the appointment of the Agent pursuant to this Agreement shall will terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,100,000 Shares within the period herein providedprovided in the Prospectus, this Agreement shall terminate and the Holding Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interestthem, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason and a Closing (as defined below) does not attributable to occur, then in no event shall the action Agent receive the fees set forth in subparagraph (b) below. Provided, however, regardless of whether or inaction of the Agentnot a Closing occurs, the Agent shall be paid entitled to receive the consulting fees due to the date of such termination pursuant to set forth in subparagraphs (a) and (d) below and to receive reimbursement of its actual out-of-pocket expenses, as set forth in subparagraph (c) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on one or more Closing Dates (as defined below) against payment to the Company of the consideration therefor as provided in the Prospectus by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Company until the certificate of the Agent is provided to the Escrow Agent as specified in Section 6(r) hereof unless this Agreement is terminated prior to the Commencement Date. Subject to the foregoing, the release of Shares against payment therefor shall be made on such dates and at such places as determined by the Company (each, a “Closing”). Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. Each date upon which the Company shall release or deliver Shares sold in the Offering, in accordance with the terms herein, is called a “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15September 5, 20142008, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 8,075,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book book-running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and Underwritten Offering (iii) as the managing underwriter in the Public Offering, if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Blue Hills Parties as to the matters set forth in the letter agreementagreements, dated January 15October 7, 20142013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Blue Hills Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering, Community Offering, and Syndicated Offering or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering Subscription Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Blue Hills Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company‘s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 12, 20142006, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 573,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties MHC, the Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding MHC, the Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties MHC, the Company and the Bank as to the matters set forth in the letter agreement, dated January 15April 19, 20142005, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties MHC, the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this section of the Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees earned or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 5,865,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Association hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for Shares of the Shares Company's Common Stock and to advise and assist the Holding Company and the Bank Association with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Association as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15September 26, 2014, among 1996 between the MHC, Association and the Agent Xxxx (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Association that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 2(d) and (e) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of Company, the Holding Company Association and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,210,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Association and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Savings Bank, the MHC and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Savings Bank, the MHC and the Holding Company and the Bank with respect to the Holding Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Savings Bank, the MHC and the Holding Company as to the matters set forth in the letter agreement, dated January 15March 14, 20142003, among between the MHC, Savings Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Savings Bank, the MHC and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day completion or termination or abandonment of the OfferingsPlan by the Savings Bank, unless the MHC or the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all or upon termination of the Shares or (c) Offering, but in no event later than 90 days after the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of Savings Bank, the MHC, the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, renew this Agreement under mutually acceptable terms and subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter approval of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent OTS and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringgovernmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 23,375,000 8,830,174 Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Holding Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Holding Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Holding Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Savings Bank, the MHC, the Holding Company and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Holding Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary 1st Security Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary 1st Security Parties as to the matters set forth in the letter agreement, dated January 15September 21, 20142011, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary 1st Security Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company 1st Security Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,082,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book book-running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and Underwritten Offering (iii) as the managing underwriter in the Public Offering, if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Blue Hills Parties as to the matters set forth in the letter agreementagreements, dated January 15October 7, 20142013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Blue Hills Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering, Community Offering, and Syndicated Community Offering or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering Subscription Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Blue Hills Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 26, 20142001, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A)Agent. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (d) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 425,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Sugar Creek Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Sugar Creek Parties as to the matters set forth in the letter agreementagreements, dated January 15September 13, 20142013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Sugar Creek Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Sugar Creek Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 455,358 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15November 22, 20142005, among between the MHC, Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 688,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for provide the Shares and to advise and assist Company, the MHC, the Mid-Tier Holding Company and the Bank with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager to provide financial and logistical advice concerning the offering and related issues; and (ii) to assist in connection with providing conversion enhancement services intended to meet the solicitation of purchase orders for securities directors' objectives in the Syndicated Offering, Subscription Offering and (iii) as to residents of the managing underwriter in the Public OfferingMid-Tier Holding Company's market area, if necessary, in the Community Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15March 30, 20142006, among between the MHC, Mid-Tier Holding Company and the Agent KBW (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 3,400,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any -3- Next Page persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:: (a) A Management Fee of $30,000, payable in four consecutive monthly installments of $7,500, of which the full $30,000 has been paid. Such fees shall be deemed to have been earned when due. Should the Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which the termination occurred. (b) A Success Fee upon completion of the Offering of 1.35% of the aggregate purchase price of the Common Stock sold in the Subscription Offering and Community Offering excluding shares purchased by the Bank's officers, directors or employees (or members of their immediate families) plus any ESOP, tax-qualified or stock based compensation plans (except IRAs) or similar plan created by the Bank, the MHC or the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee described in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. KBW will endeavor to distribute the Common Shares among the Selected Dealers in a fashion that best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Plan. KBW will be paid a fee not to exceed 5.5% of the aggregate purchase price of the shares sold by them. KBW will pass onto the Selected Dealers who assist in the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of Selected Dealers -4- Next Page other than KBW shall be transmitted by KBW to such Selected Dealers. The decision to utilize Selected Dealers will be made by the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraphs 2(a) and 2(b). (d) The Agent shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers, which will not exceed $40,000. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the fees and expenses of its counsel, which will not exceed $40,000. The Company, the MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, Commission, "Blue Sky," and NASD filing and registration fees; the fees of the Company, the MHC's, the Mid-Tier Holding Company's and Bank's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion; the fees set forth under this Section 2; and fees for "Blue Sky" legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Additional Services. Agent further agrees to provide financial advisory assistance to the Company, the MHC, the Mid-Tier Holding Company and the Bank for a period of one year following completion of the Conversion, including formation of a dividend policy and share repurchase program, assistance with shareholder reporting and shareholder relations matters, general advice on mergers and acquisitions and other related financial matters, without the payment by the Company, the MHC, the Mid-Tier Holding Company and the Bank of any fees in addition to those set forth in this Section 2 hereof. If, however, a specific buy side assignment were to develop, Agent would look to develop a separate and specific engagement letter tailored to such a transaction, while simultaneously maintaining the elements of this Agreement in good standing. Full payment of Agent's fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan. Section 3.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15September 14, 20142006, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 363,375 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Xxxxxxx Penn Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Xxxxxxx Penn Parties with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as the managing underwriter to participate in the Public OfferingOffering in the areas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Xxxxxxx Penn Parties as to the matters set forth in the letter agreement, dated January 15October 16, 20142007, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Xxxxxxx Penn Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Xxxxxxx Penn Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 __ Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Xxxxxxx Penn Parties and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15July 6, 20142006, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Mid-Tier Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 13,600,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15November 3, 20142009, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Mid-Tier Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 998,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Madison Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the Holding Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Madison Parties as to the matters set forth in the letter agreement, dated January 1512, 20142012, among between the Bank, the MHC, the Mid-Tier and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Madison Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 3,060,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and, to the extent applicable, Elberton, as to the matters set forth in (A) the letter agreement, dated January 154, 20142021, between Elberton and the Agent relating to the Agent serving as Stock Information Center Manager in the Offering and Conversion (the “Conversion Engagement Letter”) and (B) the letter agreement, dated January 4, 2021, among the MHCCompany, Elberton and the Agent relating to financial advisory and investment banking services in connection with the Merger (a copy the “Merger Conversion Letter”) and the (C) the letter agreement, dated January 4, 2021, between the Company and the Agent relating to the Company acting as exclusive marketing agent in the Offering (the “Offering Engagement Letter”) (copies of which is are attached hereto as Exhibit A). On the basis Each of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day termination of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 110,052 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it the Company may have received from them plus accrued interest, as set forth in the ProspectusOffering Circular; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as the managing underwriter to participate in the Public OfferingOffering in the areas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 26, 20142006, among between the MHC, Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,625,625 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company*s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January December 15, 20142003, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 383,393 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank Parties with respect to the American Bancorp's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15April 6, 20142005, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist between the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, rules, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Parties or upon termination of the Offering, but in no event later than 90 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, renew this Agreement under mutually acceptable terms and subject to the terms approval of a selected dealer agreement any governmental agency or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringregulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 23,375,000 6,375,000 Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and - (d) below. The Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Holding Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Parties and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15, 2014, among between the MHC, Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 5,801,250 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 6, 20142002, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forthMid-Tier Holding Company, the Agent accepts its appointment Bank and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 5,000,890 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15[______, 20142001], among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forthMid-Tier Holding Company, the Agent accepts its appointment Bank and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 3,825,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15May 26, 20142009 and amended on , among 2009, between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 7,650,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15May 26, 20142009 and amended on September 29, among 2009, between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 7,650,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) to participate in the Offering in the area of market making and to act as sole book running manager in connection with the solicitation of purchase orders for securities Joint Bookrunning Manager in the Syndicated Offering, and (iii) as the managing underwriter in the Public Underwritten Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreementagreements, dated January 15December 16, 20142013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering Subscription Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Primary Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 161,500,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs subparagraph (a) and (dc) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and, to the extent applicable, Elberton, as to the matters set forth in (A) the letter agreement, dated January 154, 20142021, between Elberton and the Agent relating to the Agent serving as Stock Information Center Manager in the Offering and Conversion (the “Conversion Engagement Letter”) and (B) the letter agreement, dated January 4, 2021, among the MHCCompany, Elberton and the Agent relating to financial advisory and investment banking services in connection with the Merger (a copy the “Merger Conversion Letter”) and the (C) the letter agreement, dated January 4, 2021, between the Company and the Agent relating to the Company acting as exclusive marketing agent in the Offering (the “Offering Engagement Letter”) (copies of which is are attached hereto as Exhibit A). On the basis Each of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day termination of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 110,180 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it the Company may have received from them plus accrued interest, as set forth in the ProspectusOffering Circular; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and Elk County hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Elk County with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making [and in syndicate formation (if necessary)]. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and Elk County as to the matters set forth in the letter agreement, dated January 15July 21, 20142009, among between the MHC, Company and Elk County and the Agent (the "Letter Agreement," a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and Elk County that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is expended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell Shares with a minimum value of 23,375,000 Shares $1,955,000 (or such lesser amount approved by the OTS and the PDB) within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8, and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for Shares of the Shares Company's Common Stock and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15June 8, 2014, among 1998 between the MHC, Bank and the Agent KBW (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 8 and 9 hereof) shall terminate upon the earlier to occur completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than the date (athe "End Date") forty-five (45) which is 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, Closing Date (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”as hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 5,950,000 Shares (or such lesser amount approved by the Superintendent and the FDIC) within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agentterminated, the Agent shall be paid the fees reimbursed for its actual accountable out-of-pocket expenses (including its counsel's fees) due to the date of such termination pursuant to subparagraphs this section. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (aas hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and (d) belowits counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15April 27, 20141999, among between the MHC, Bank and the Agent Xxxx (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 4,080,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Savings Bank and the Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company Savings Bank and the Bank Company with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Savings Bank and the Company as to the matters set forth in the letter agreement, dated January 15March 14, 20142003, among between the MHC, Savings Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Savings Bank and the Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Savings Bank or the Company or upon termination of the Offering, but in no event later than [90] days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of Savings Bank, the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, renew this Agreement under mutually acceptable terms and subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter approval of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that timeOTS [, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent Department] and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringgovernmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 23,375,000 o Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Savings Bank, the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreementagreements, each dated January 157, 20142011, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment Except as otherwise specifically provided herein, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 [2,890,000] Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January April 15, 20142004, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 8 hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 4,080,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated January 15September 10, 20142010, among between the MHC, Bank and the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall Holding and the Agent be obligated may agree to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,040,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Madison Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the Holding Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Madison Parties as to the matters set forth in the letter agreement, dated January 1512, 20142012, among between the Bank, the MHC, the Mid-Tier and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Madison Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,762,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank have retained Xxxxxxx Xxxx & Company, a Division of Xxxxx, Xxxxxxxx & Xxxxx, Inc. to consult with respect and to advise the sale Bank, the MHC and the Company, and to assist the Company, on a best efforts basis, in the distribution of the Shares shares of Common Stock in the Offering. The services that Xxxx will provide include, but are not limited to (i) training the employees of the Bank who will perform certain ministerial functions in the Subscription and Community Offering; Offering regarding the mechanics and regulatory requirements of the stock offering process, (ii) act as sole book running manager managing the Stock Information Center by assisting interested stock subscribers and by keeping records of all stock orders, (iii) preparing marketing materials and (iv) assisting in connection with the solicitation of purchase orders proxies from the Bank's members for securities in use at the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessarySpecial Meeting. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15July 1, 2014, among 1998 between the MHC, Bank and the Agent Xxxx (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company, the MHC and the Bank that the Agent shall not be required to take or purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 2(d), 8 and 9 hereof) shall terminate upon the earlier to occur completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than the date (athe "End Date") forty-five (45) which is 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, Closing Date (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”as hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 _________ Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agentterminated, the Agent shall be paid the fees due reimbursed for its actual accountable out-of-pocket expenses. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date of such termination pursuant and at a place acceptable to subparagraphs (a) the Company, the MHC, the Bank and (d) belowthe Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated January 15June 26, 20142007, among between the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Mid-Tier Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that KBW. It is acknowledged by the Primary Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) fortythe Plan by the Company, the MHC, the Mid-five (45) Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretionthe MHC, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated OfferingMid-Tier Holding Company, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 11,900,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Offer Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15September 11, 2014, among the MHC, Mid-Tier and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities Offer Shares in accordance with this Agreement; provided, however, that it is acknowledged by the Primary Parties that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The appointment of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities Offer Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Offer Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Offer Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Offer Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B heretoagreement. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Offer Shares among the Selected Dealers or selected underwritersDealers, as applicableif any, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicableDealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Offer Shares except pursuant to in the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public OfferingOfferings. In the event the Holding Company is unable to sell a minimum of 23,375,000 359,829 Offer Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Offer Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15October 11, 20142010, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,870,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 2(a), (d) and (e) and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary West End Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary West End Parties as to the matters set forth in the letter agreement, dated January 15March 28, 20142011, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary West End Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company West End Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 _______ Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15December 4, 20141997, among between the MHC, Bank and the Agent Xxxx (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (d) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 5,487,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties MHC, the Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding MHC, the Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offeringareas of market making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties MHC, the Company and the Bank as to the matters set forth in the letter agreement, dated January 15November 1, 20142004, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties MHC, the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees earned or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 6,176,950 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Meetinghouse Parties hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Meetinghouse Parties as to the matters set forth in the letter agreement, dated January 15December 12, 20142011, among between the MHC, Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Meetinghouse Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Meetinghouse Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 425,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records placement agent (i) to utilize its “best efforts efforts” to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as to manage the managing underwriter in the Public Offeringsale of Shares through a group of selected broker dealers, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15, 2014, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forthof this Agreement, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that such appointment. It is acknowledged by the Primary Parties Company that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that is Agent deems to be inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered as described in the Prospectus. Except as otherwise provided in this Agreement, the appointment of the Agent pursuant to this Agreement shall will terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,100,000 Shares (or with the consent of the Regulatory Agencies such lesser amount as needed for the Bank to commence operations) within the period herein provided, this Agreement shall terminate and the Holding Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them them, plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 9 8 and 10 hereof. In the event this Agreement the Offering is terminated for any reason and the Closing (as defined below) does not attributable to occur, then in no event shall the action Agent receive the fees set forth in subparagraphs (b) below. Provided, however, regardless of whether or inaction of not the AgentClosing occurs, the Agent shall be paid the fees due entitled to the date consulting fees and the reimbursement of such termination pursuant to its actual accountable out-of-pocket expenses, as set forth in subparagraphs 2 (a) and 2 (dc) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares against payment to the Company by any means authorized pursuant to the terms of the Prospectus; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place mutually acceptable to the Company and the Agent (the “Closing”). Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall accept subscriptions for the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their a placement agent, on a non-exclusive financial advisor and records agent (i) basis, to utilize its "best efforts efforts" to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15, 2014, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forthof this Agreement, the Agent accepts its appointment such appointment. The Agent shall not be obligated to purchase any Shares and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties that the Agent shall not be obligated to take any action that is which Agent deems to be inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered as described in the Registration Statement. Except as otherwise provided in this Agreement, the appointment of the Agent pursuant to this Agreement shall will terminate upon the earlier to occur of (a) forty-five (45) days after the last day completion, expiration or termination of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 1,875,000 Shares within the period herein providedon or before June 30, 2007, this Agreement shall terminate and the Holding Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued them, without interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 78, 9 10, and 10 hereof11. In the event this Agreement the Offering is terminated for any reason and the Closing (as defined below) does not attributable to occur, then the action Agent shall not receive the fees set forth in subparagraph (a) below (the "Fees"); provided, however, regardless of whether or inaction of not the AgentClosing occurs, the Agent shall be paid the fees due entitled to receive reimbursement of its actual accountable out-of-pocket expenses, as set forth in subparagraph (b) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as defined below) against payment to the Company by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Company until the conditions specified in Section 9 hereof shall have been complied with to the reasonable satisfaction of the Company. The release of Shares against payment therefor shall be made on a date or dates and at a place determined by the Company (each closing, a "Closing"). Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." After the initial Closing, which may occur at any time after the minimum of such termination pursuant 1,875,000 Shares have been sold, the Company may continue the Offering and the Agent may continue to subparagraphs (a) solicit purchasers for the Shares up to the maximum amount of the Offering or until the Offering expires or is closed by the Company as set forth in the Prospectus. Additional Closings shall occur with respect to Shares sold after the initial Closing on dates and (d) belowat locations as determined by the Company after the initial Closing, each also considered a "Closing Date". The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Madison Parties hereby appoint the Agent as their exclusive financial advisor and records conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the sale by the Holding Company of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Madison Parties as to the matters set forth in the letter agreement, dated January 15June 26, 2014, among by and between the MHC, Bank and the Agent (a copy of each of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day completion of the OfferingsSubscription Offering, (the “End Date”) unless the Holding Company Madison Parties and the Agent agree in writing to extend such period and the Division OCC agrees to extend the period of time in which the Securities Shares may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company Madison Parties and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event that the Holding Company is unable Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 23,375,000 1,530,000 Shares within the period herein provided, (including any permitted extension thereof), or such other minimum number of shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 77 , 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with to manage the solicitation sale of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, Shares through a group of selected broker dealers if necessary. On the basis of the representations, warranties, representations and agreements herein contained, but warranties and subject to the terms and conditions herein set forthof this Agreement, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated January 15September 7, 20141999, among between the MHCBank, the Company and the Agent Webb (a x copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that which is inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered by means of Order Forms as described in the Prospectus. Except as provided in the paragraph below, the appointment of the Agent pursuant to this Agreement hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day completion of the Offerings, unless Offering. Webb xxxees to provide financial advisory assistance to the Holding Company Bank and the Agent agree in writing to extend such period and the Division agrees to extend the Company at no charge for a period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) one year following the completion of the Public Offering (including general advice on the “End Date”)market for bank stocks and the stock of the Company, shareholder enhancement methods and other related matters. All fees or expenses due Thereafter, if the parties wish to continue the Agent but unpaid relationship, a fee will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription negotiated and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent respect to specific advisory services will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At at that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 900,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (db) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7A hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15March 17, 20142008, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek may agree to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 2,371,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and records placement agent (i) to utilize its “best efforts efforts” to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iiiii) as to manage the managing underwriter in the Public Offeringsale of Shares through a group of selected broker dealers, if necessary. On the basis of the representations, warranties, representations and agreements herein contained, but warranties and subject to the terms and conditions herein set forthof this Agency Agreement (this “Agreement”), the Agent accepts such appointment and agrees to consult with and advise assist the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, dated January 15, 2014, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A)herein. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action that is which Agent deems to be inconsistent with any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. The Subscriptions will be offered as described in the Prospectus. Except as otherwise provided in this Agreement, the appointment of the Agent pursuant to this Agreement shall will terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 3,125,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall cause the Escrow Agent (as defined below) to refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interestthem, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason and the Closing (as defined below) does not attributable to occur, then in no event shall the action Agent receive the fees set forth in subparagraph (b) below. Provided, however, regardless of whether or inaction of not the AgentClosing occurs, the Agent shall be paid entitled to receive the consulting fees due to the date of such termination pursuant to set forth in subparagraphs (a) and (d) below and to receive reimbursement of its actual accountable out-of-pocket expenses, as set forth in subparagraph (c) below. If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as defined below) against payment to the Company by any means authorized pursuant hereto; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place at one or more closings mutually acceptable to the Company and the Agent (each a “Closing”). Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. Each date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Subscription Offering and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities to participate in the Syndicated Offering, and (iii) as the managing underwriter Offering in the Public Offering, areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated January 15October 21, 20142011, among between the MHC, Bank and the Holding Company and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon termination of the earlier to occur of (a) forty-five (45) Offering, but in no event later than 45 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community OfferingEnd Date, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall Holding and the Agent be obligated may agree to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringunder mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 23,375,000 12,580,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and records marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties Company and the Bank as to the matters set forth in the letter agreement, 2 Next Page dated January 15December 18, 20142003, among between the MHC, Bank and the Agent (a copy of which is attached hereto as Exhibit A)KBW. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that It is acknowledged by the Primary Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any all applicable laws, regulations, decisions or orders. The appointment obligations of the Agent pursuant to this Agreement shall terminate upon the earlier to occur completion or termination or abandonment of (a) forty-five (45) the Plan by the Company or upon termination of the Offering, but in no event later than 90 days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of In the Shares remain available after event the expiration of Offering is extended beyond the Subscription and Community Offering, at the request of the Holding Company and the BankEnd Date, the Agent mayCompany, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which Agent may result in limiting the allocation of stock agree to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting renew this Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the under mutually acceptable terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution approval of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offeringgovernmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 23,375,000 629,000 Shares within by the period herein providedEnd Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event this Agreement the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder:: (a) A management fee of $25,000, payable in four consecutive monthly installments of $6,250, commencing with the adoption of the plan of Reorganization, of which all $25,000 has been paid. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which the termination occurred. (b) A success fee of 1.5% shall be charged based on the aggregate purchase price of the Shares sold in the Subscription Offering and the Community Offering excluding shares purchased by the officers, directors, or employees (or members of their immediate families) of the 3 Next Page Bank plus any ESOP, tax-qualified or stock based compensation plans (except IRAs) or similar plan created by the Bank for some or all of its directors or employees. The minimum success fee to be charged shall be $100,000. The management fee described in subparagraph 2(a) shall be applied against the success fee described in this subparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, KBW will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. KBW will endeavor to distribute the Shares among the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the Bank and the Plan. KBW will be paid a fee not to exceed 5.5% of the aggregate purchase price of the shares sold by the Selected Dealers. From this fee, KBW will pass on to the Selected Dealers who assist in such offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of Selected Dealers other than KBW shall be transmitted by KBW to such Selected Dealers. The decision to utilize Selected Dealers will be made by the Company and the Bank upon consultation with KBW. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraph 2(b). (d) KBW shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers. The selection of KBW's counsel will be done by KBW, with the approval of the Bank. The Company and the Bank will reimburse KBW for the fees of its counsel which will not exceed $25,000 plus reasonable expenses. The Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, "Blue Sky," and National Association of Securities Dealers, Inc. ("NASD") filing and registration fees; the fees of the Company's and the Bank's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offering; the fees set forth under this Section 2; and fees for "Blue Sky" legal work. The Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of KBW's fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan. Section 3.