February 22, 2010 Mr. Thomas M. Petro President and Chief Executive Officer Fox Chase MHC Fox Chase Bancorp, Inc. Hatboro, PA 19040-2544Fox Chase Bancorp Inc • March 12th, 2010 • Savings institution, federally chartered • New York
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fox Chase Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the MHC (as defined below) (the “Conversion”) and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion representing the ownership interest in the Mid-Tier (as defined below) currently owned by the MHC (as defined below).
