Common use of Definitive Agreement Clause in Contracts

Definitive Agreement. This letter reflects KBW's present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of the Client and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the Client's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx X. Xxxxxx President and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL SAVINGS BANK KBW provides thrift institutions reorganizing from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's present intention of -------------------- proceeding to work with the Bank on its proposed conversionConversion and minority stock issuance. It does not create a binding obligation on the part of the Client Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which Mr. John A. Celentanx, Xx. Xxxxx 00, 2003 Page 5 of 5 shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX KEEFE, BRUYETTE & COMPANY a DIVISION OF XXXXXWOXXX, XXXXXXXX & XXXXX, INCINX. Xx: /s/ Xxx XxXxxxx Xxxricia A. McJoynt ------------------------------- Patricia A. McJoynt Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI Xxxxxxor CLIFTON SAVINGS BANK, A FEDERAL SAVINGS BANK XXX By: /s/ Xxxxxxx X. Xxxxxx President and CEO ---------------------- John A. Celentano, Jx. Xxxx: March 20, 2003 ------------------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANKJohn A. Celentano, A FEDERAL SAVINGS BANK KBW provides thrift institutions reorganizing from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distributionJx. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.Xxxxxxxx

Definitive Agreement. This letter reflects KBW's Wxxx'x present intention of -------------------- proceeding to work with the Bank Company on its proposed conversionOffering. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Wxxx except as set forth below and except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 98, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Wxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the ConversionOffering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Wxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Wxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX CXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXXKXXXX, XXXXXXXX BXXXXXXX & XXXXXWXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx Jxxx Xxxxx -------------------------------- Jxxx Xxxxx Senior Vice President Agreed to: MARYLAND PUBLICK BANKS By: /s/ Jxxx X. Xxxxxx Xxxxxxxx, Xx. 5/8/97 -------------------------------- --------------- Jxxx X. Xxxxxxxx, Xx. Date Vice President & Chief Executive Officer EXHIBIT B ANNAPOLIS NATIONAL BANCORP, INC. Up to 833,334 Shares (Anticipated Maximum) (Par Value $.01 Per Share) Selected Dealers' Agreement --------------------------- ____________, 1997 Gentlemen: We have agreed to assist Annapolis National Bancorp, Inc. (the "Company") and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANKAnnapolis National Bank (the "Bank"), A FEDERAL SAVINGS BANK KBW provides thrift institutions reorganizing from a mutual holding company federally chartered commercial bank, in connection with the offer and sale of up to 833,334 shares of the common stock, par value $.01 per share (the "Common Stock") of the Company, a Maryland corporation, to be issued in connection with an offering (the "Offering") to the general public. The total number of shares of Common Stock to be offered may be decreased to a full stock form minimum of ownership with a comprehensive program 333,334 shares. Prior to the Offering, there are 1,478,972 shares of conversion services designed to promote an orderly, efficient, cost-effective Common Stock outstanding and long-term stock distributionthere is no active public market in the Common Stock. The following list is representative shares of Common Stock are to be offered at the price per share (the "Purchase Price") set forth on the cover page of the conversion servicesProspectus (as hereinafter defined). Such Prospectus contains information with respect to, if appropriateamong other things, the Company, the Bank, the Offering and the Common Stock. All purchases in the Offering are subject to certain minimum and maximum purchase limitations and other terms and conditions, including the right of the Company, in its sole discretion, to reject orders in whole or in part. The Common Stock is also being sold by broker/dealers licensed by the National Association of Securities Dealers, Inc. ("NASD") which have been approved by the Company and the Bank ("Approved Brokers"). We are offering the selected dealers (of which you are one) the opportunity to participate in the solicitation of offers to buy the Common Stock and we propose to perform will pay you a fee in the amount of ____ percent (__%) of the dollar amount of the Common Stock sold on behalf of the BankCompany by you, as evidenced by the authorized designation of your firm on the order form or forms for payment therefor to the special account established by the Bank for the purpose of holding such funds. General Services ---------------- Assist management and legal counsel It is understood, of course, that payment of your fee will be made only out of compensation received by us for the Common Stock sold on behalf of the Company by you, as evidenced in accordance with the design preceding sentence. As soon as practicable after the closing date of the transaction structureOffering, we will remit to you, only out of our compensation as provided above, the fees to which you are entitled hereunder. Analyze Each order form for the purchase of Common Stock must set forth the identity and address of each person to whom the certificates for such Common Stock should be issued and delivered. Such order form should clearly identify your firm. You shall instruct any subscriber who elects to send his order form to you to make recommendations any accompanying check payable to "First National Bank of Maryland as Escrow Agent for Annapolis National Bancorp, Inc." This offer is made subject to the terms and conditions herein set forth and is made only to selected dealers who are members in good standing of the NASD who are to comply with all applicable rules of the NASD, including, without limitation, the NASD's Interpretation With Respect to Free-Riding and Withholding and Section 24 of Article III of the NASD's Rules of Fair Practice. Orders for Common Stock will be subject to confirmation and we, acting on bids from printingbehalf of the Company and the Bank, transfer agentreserve the right in our unfettered discretion to reject any order in whole or in part, to accept or reject orders in the order of their receipt or otherwise, and appraisal firmsto allot. Assist officers Neither you nor any other person is authorized by the Company and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank, or by us to give any information or make any representations other than those contained in the Prospectus in connection with the sale of any of the Common Stock. No selected dealer is authorized to act as agent for us when soliciting offers to buy the Common Stock Information Center personnel will track prospective investors; record stock orders; mail from the public or otherwise. No selected dealer shall engage in any stabilizing (as defined in Rule l0b-7 promulgated under the Securities Exchange Act of 1934) with respect to the Company's Common Stock during the Offering. We and each selected dealer assisting in selling Common Stock pursuant hereto agree to comply with the applicable requirements of the Securities Exchange Act of 1934 and applicable state rules and regulations. [EACH SELECTED DEALER THAT IS NOT A $25,000 NET CAPITAL REPORTING BROKER/DEALER AGREES THAT IT WILL NOT USE A SWEEP ARRANGEMENT AND THAT IT WILL TRANSMIT ALL CUSTOMER CHECKS BY NOON OF THE NEXT BUSINESS DAY AFTER RECEIPT THEREOF.] In addition, we and each selected dealer confirm that the Securities and Exchange Commission interprets Rule 15c2-8 promulgated under the Securities Exchange Act of 1934 as requiring that a Prospectus be supplied to each person who is expected to receive a confirmation of sale at least 48 hours prior to delivery of such person's order confirmations; provide form. We and each selected dealer further agree that to the Bank's senior management extent that your customers desire to pay for shares with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel funds held by or to be at deposited with us, in accordance with the Bank through interpretations of the Securities and Exchange Commission of Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, either (a) upon receipt of an executed order form or direction to execute an order form on behalf of a customer to forward the Offering price of the Common Stock ordered on or before ________ Annapolis, Maryland time of the next business day following receipt or execution of an order form by us to the Company for deposit in a segregated account or (b) to solicit indications of interest in which event (i) we will subsequently contact any customer indicating interest to confirm the interest and give instructions to execute and return an order form or to receive authorization to execute the order form on the customer's behalf, (ii) we will mail acknowledgments of receipt of orders to each customer confirming interest on the business day following such confirmation, (iii) we will debit accounts of such customers on the fifth business day (the "Debit Date") following receipt of the confirmation referred to in (i) and (iv), we will forward complete order forms together with such funds to the Company on or before twelve noon on the next business day and each selected dealer acknowledges that if the procedure in (b) is adopted, our customers' funds are not required to be in their accounts until the Debit Date. Unless earlier terminated by us, this Agreement shall terminate upon the closing date of the Offering. We may terminate this Agreement or any provisions hereof any time by written or telegraphic notice to you. Of course, our obligations hereunder are subject to the successful completion of the Subscription Offering. You agree that at any time or times prior to the termination of this Agreement you will, upon our request, report to us the number of shares of Common Stock sold on behalf of the Company by you under this Agreement. We shall have full authority to take such actions as we may deem advisable in respect of all matters pertaining to the Offering. We shall be under no liability to you except for lack of good faith and Community Offerings for obligations expressly assumed by us in this Agreement. Upon application to manage us, we will inform you as to the states in which we believe the Common Stock Information Centerhas been qualified for sale under, meet or are exempt from the requirements of, the respective blue sky laws of such states, but we assume no responsibility or obligation as to your rights to sell Common Stock in any state. Additional copies of the Prospectus and any supplements thereto will be supplied in reasonable quantities upon request. Any notice from us to you shall be deemed to have been duly given if mailed, telephoned, or telegraphed to you at the address to which this Agreement is mailed. This Agreement shall be construed in accordance with prospective shareholders the laws of the State of Maryland. Please confirm your agreement hereto by signing and returning the confirmation accompanying this letter at individual once to us at Cxxxxxx Xxxx & Company, 200 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000. The enclosed duplicate copy will evidence the agreement between us. CXXXXXX XXXX & COMPANY By: ______________________________ Jxxx Xxxxx Senior Vice President CONFIRMED AS OF: ____________, 1997 ___________________________ (Name of Dealer) By:________________________ Its:_______________________ EXHIBIT C ____________, 1997 Cxxxxxx Xxxx & Company 200 Xxxxxxxxx Xxxxxx, Xxxx 00000-0000 Re: Annapolis National Bancorp, Inc. Offering of up to 833,334 shares of Common Stock Dear Sirs and community information meetingsMesdames: We have acted as counsel for Annapolis National Bancorp, solicit local investor interest through Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form SB-2 (No. 333-29841), as amended, relating to the offering of up to 833,334 shares of its common stock (the "Common Stock"). Such registration statement, as amended when it became effective, is herein referred to as the "Registration Statement," and the related prospectus, dated _______, 1997, as filed with the SEC on _______, 1997, pursuant to Rule 424(b) is herein referred to as the "Prospectus." This letter is furnished pursuant to Section 7(c)(1) of the Agency Agreement, dated _______, 1997 (the "Agency Agreement"), between the Company, Annapolis National Bank (the "Bank") and Cxxxxxx Xxxx and Company, a tele-marketing campaignDivision of Kxxxx, answer inquiriesBxxxxxxx & Wxxxx, and otherwise assist Inc. (the "Agent"). Capitalized terms have the meanings given them in the sale Underwriting Agreement unless defined herein. We have examined originals, or copies, of stock in such corporate records of the Subscription Company and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review the subsidiary of the Bank's depositor base, and have made such examinations of law as we have deemed relevant. Provide intensive financial In our examination, we have assumed and marketing input for drafting have not verified (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity with the originals of all documents supplied to us as copies, (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company and (v) that the Agency Agreement has been duly and validly executed and delivered by, and constitutes the legal, valid, binding and enforceable agreement of the prospectus.Agent. We have relied as to factual matters upon certificates from officers of the Company and certificates and other documents from public officials and government agencies and departments and we have Cxxxxxx Xxxx & Co. ____________, 1997 Page 2 assumed the accuracy and authenticity of such certificates and documents. We note that, although certain portions of the Registration Statement (including the financial statements) have been included therein on the authority of "experts" within the meaning of the Securities Act, we are not such experts with respect to any portion of the Registration Statements, including without limitation, such financial statements or the other financial information or statistical data included therein. On the basis of the foregoing and having a regard for such legal considerations as we deem relevant, we hereby are of the opinion that:

Definitive Agreement. This letter Agreement reflects KBW's present intention of -------------------- proceeding to work with the Bank Company on its the proposed conversionOfferings. It does not create a No legal and binding obligation is created on the part of the Client Company or KBW with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of non-public information Confidential Information set forth in Section 39, (ii) the payment of certain fees as set forth in Section 7(a4, (iii) and 7(b) and the assumption payment of expenses as set forth in Section 96, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a mutually agreed upon agency agreement between KBW and the Company to be executed prior to commencement of the Offerings (the “Agency Agreement”), all of which which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive the any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge The Company acknowledges and agrees that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management KBW’s provision of the Client and its agents services in connection with the ConversionConversion and the Offerings, as contemplated herein, is expressly subject to (a) satisfactory completion of Due Diligence Review by KBW, (b) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to KBW in form and substance, (c) compliance with all applicable legal and regulatory requirements to the reasonable satisfaction of KBW and its counsel, (d) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. AccordinglyThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be Kxxxx, you agree that you will not provide any such information Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800.000.0000 • Fax 300.000.0000 • wxx.xxx.xxx Eagle Savings Bank February 24, 2017 construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any other person without our prior written consent. KBW acknowledges that in offering the Client's stock no person will be authorized to give any information claim or to make any representation not contained in the offering prospectus and related offering materials filed as part action arising out of a registration statement to be declared effective this Agreement or conduct in connection with the offeringengagement is hereby waived by the parties hereto. Accordingly[Remainder of page intentionally blank. Signatures follow.] Kxxxx, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800.000.0000 • Fax 300.000.0000 • wxx.xxx.xxx Eagle Savings Bank February 24, 2017 If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the an original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX KXXXX, BXXXXXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXXWXXXX, INC. By: /s/ Xxx XxXxxxx Xxxxxxxx Jxxxx X. XxXxxxx Executive Vice President PULASKI BANKXxxxxx Date: February 24, A FEDERAL 2017 Jxxxx X. Xxxxxx Director EAGLE SAVINGS BANK By: /s/ Gxxx X. Xxxxxxx Date: February 27, 2017 Gxxx X. Xxxxxx Xxxxxxx President and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANKChief Executive Officer Kxxxx, A FEDERAL SAVINGS BANK Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800.000.0000 • Fax 300.000.0000 • wxx.xxx.xxx February 24, 2017 Eagle Savings Bank 6000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Mx. Xxxx X. Koester President and Chief Executive Officer Re: Services of Conversion Agent and Data Processing Records Management Agent Ladies and Gentlemen: This amended and restated letter agreement (this “Agreement”) confirms the engagement of Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW”) by Eagle Savings Bank (the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW provides thrift institutions reorganizing in such capacities, the “Agent”) to the Company in connection with the Bank’s proposed conversion from a the mutual holding company to a full stock form of ownership with a comprehensive program organization, including the offer and sale of conversion services designed the common stock (the “Conversion”) pursuant to promote an orderly, efficient, cost-effective and long-term stock distributionthe Company’s proposed Plan of Conversion (the “Plan of Conversion”). The following list sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the “Community Offering”) and if necessary, through a syndicate of broker-dealers organized by KBW (a “Syndicated Community Offering”) (the Subscription Offering, Community Offering, and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). This Agreement amends, restates and supersedes in its entirety the letter between the Bank and KBW dated January 27, 2017 regarding conversion agent and data processing records management agent services. This Agreement sets forth the terms and conditions of KBW’s engagement solely in its capacity as Agent. It is representative acknowledged that the terms of KBW’s engagement by the conversion services, if appropriate, we propose to perform Company as exclusive financial advisor in the Conversion and as sole bookrunning manager in the Offerings is set forth in a separate agreement entered into by and between KBW and the Bank (on behalf of both itself and the Bank. General Services ---------------- Assist management and legal counsel with Company) on or about the design of date hereof (such separate agreement, the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus“Advisory Agreement”).

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank Association on its proposed conversion. It does not create a binding obligation on the part of the Client Association, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You The Association further acknowledge acknowledges that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Association and its agents in connection with the Conversion. Accordingly, you agree the Association agrees that you it will not provide any such information to any other person without our Xxxx'x prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Xxxx Xxxxx ------------------------- Xxxx Xxxxx Senior Vice President PULASKI BANK, A CENTRAL FEDERAL SAVINGS BANK AND LOAN ASSOCIATION OF WELLSVILLE By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxxx Date: June 16 1998 ------------------------------- Xxxxxxx X. Xxxxxxxx President and CEO ---------------------- ------------------ Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A CENTRAL FEDERAL SAVINGS BANK KBW AND LOAN ASSOCIATION OF WELLSVILLE Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the BankAssociation. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, agent and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the BankAssociation. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the BankAssociation's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank Association through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the BankAssociation's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's present intention of -------------------- proceeding to work with the Bank Company on its proposed conversionoffering. It does not create a binding obligation on the part of the Client Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of the Client Company and its agents in connection with the ConversionOffering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx By: /s/Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK --------------------------------- Xxxxxxxx X. XxXxxxx Managing Director ALAMOGORDO FINANCIAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxx /s/Xxxxx Xxxxxxxxxx Date: 12-9-99 ---------------------------------- ----------- Xxxxx Xxxxxxxxxx President and CEO ---------------------- ------------------ Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANKALAMOGORDO FINANCIAL CORPORATION Xxxxx, A FEDERAL SAVINGS BANK KBW Xxxxxxxx & Xxxxx, Inc. provides thrift institutions reorganizing from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion offering services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion offering services, if appropriate, we propose to perform on behalf of the Company and the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxx Xxxxxxxx XxXxxxx ------------------------------------------ Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS EVERETT MUTUAL BANK By: /s/ Xxxxxxx X. Xxxxxx Date: 4/12/99 ------------------------------------------ ------------- Xxxxxxx X. Xxxxxx President and CEO ---------------------- ------------------ Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL SAVINGS EVERETT MUTUAL BANK KBW Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF Division of XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxx Xxxxxxxx X. XxXxxxx ------------------------------------ Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI RIVERVIEW SAVINGS BANK, A FEDERAL SAVINGS BANK FSB By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxxx May 8, 1997 -------------------------------------- ----------- Xxxxxxx Xxxxxxxx Date President and CEO ---------------------- ------------------ & Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI RIVERVIEW SAVINGS BANK, A FEDERAL SAVINGS BANK KBW FSB Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank Bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx By: /s/Xxxxxxxx X. XxXxxxx -------------------------- Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A ALASKA FEDERAL SAVINGS BANK By: /s/ Xxxxxxx /s/Xxxxx X. Xxxxxx Xxxx Date: January 25, 1999 -------------------------- ---------------- Xxxxx X. Xxxx President and CEO ---------------------- ------------------ Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A ALASKA FEDERAL SAVINGS BANK KBW Xxxxxxx Xxxx & Company, a Division of Xxxxx, Xxxxxxxx & Xxxxx, Inc., provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's present intention of -------------------- proceeding to work with the Bank on its proposed conversionConversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement letter or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of Bank and the Client Company and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the ClientCompany's common stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If Xx the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX KEEFE, BRUYETTE & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXXWOODS, INC. /s/ Xxx XxXxxxx Xxxxxxxx By: /x/ Paxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL MxXxxxt -------------------------------- Patricia A. McJoynt Managing Dixxxxxx XXXXXXX XXCIFIC SAVINGS BANK By: /s/ Xxxxxxx X. Xxxxxx John A. Hall Date: 4-8-03 -------------------------------- John A. Hall President and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL RAINIER PACIFIC SAVINGS BANK KBW provides thrift institutions reorganizing converting from a the mutual holding company to a full stock form of ownership with a comprehensive program of conversion stock issuance services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion stock issuance services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Stock Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetingsmeetings (if applicable), solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Wxxx'x present intention of -------------------- proceeding to work with the Bank Company on its proposed conversionOffering. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Wxxx except as set forth below and except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 98, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Wxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the ConversionOffering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Wxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Wxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX CXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXXKXXXX, XXXXXXXX BXXXXXXX & XXXXXWXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx Jxxx Xxxxx -------------------------------- Jxxx Xxxxx Senior Vice President Agreed to: MARYLAND PUBLICK BANKS By: /s/ Jxxx X. Xxxxxx Xxxxxxxx, Xx. 5/8/97 -------------------------------- --------------- Jxxx X. Xxxxxxxx, Xx. Date Vice President and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL SAVINGS BANK KBW provides thrift institutions reorganizing from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.& Chief Executive Officer

Definitive Agreement. This letter reflects KBW's ’s present intention of -------------------- proceeding to work with the Bank on its proposed conversionOffering. It does not create a binding obligation on the part of the Client Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the ConversionOffering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. Xxxxxx X. Xxxxx, Xx. September 14, 2006 Page 5 of 5 KBW acknowledges that in offering the Client's Company’s stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yoursSincerely, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx By: Xxxxxx X. XxXxxxx Executive Vice President PULASKI BANKXxxxxx III Managing Director Tempo Bank, A FEDERAL SAVINGS BANK Federal Savings Bank By: /s/ Xxxxxxx Xxxxxx X. Xxxxx, Xx. Date: September 16, 2006 Xxxxxx X. Xxxxx, Xx. Chairman, President and & CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL SAVINGS TEMPO BANK KBW provides thrift institutions reorganizing converting from a the mutual holding company to a full stock form of ownership with a comprehensive program of conversion stock issuance services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion stock issuance services, if appropriate, we propose to perform on behalf of the BankBank and the Company. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yoursSincerely, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX/s/ Xxxxxx X. Xxxxxx III ------------------------------------------- Xxxxxx X. Xxxxxx III, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Senior Vice President PULASKI BANK, A FEDERAL SAVINGS BANK Home Federal Savings & Loan Association By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxxx Date: May 20, 1998 -------------------------------------------------------- ------------ Xxxxxxx X. Xxxxxxxx, President and CEO ---------------------- ------------------ Chairman of the Board EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A HOME FEDERAL SAVINGS BANK KBW & LOAN ASSOCIATION Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-tele- marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.. Prepare other marketing materials, including prospecting letters and brochures, and media advertisements. Arrange logistics of community information meeting(s) as required. Prepare audio-visual presentation by senior management for community information meeting(s). Prepare management for question-and-answer period at community information meeting(s). Attend and address community information meeting(s) and be available to answer questions. Broker-Assisted Sales Services Arrange for broker information meeting(s) as required. Prepare audio-visual presentation for broker information meeting(s). Prepare script for presentation by senior management at broker information meeting(s). Prepare management for question-and-answer period at broker information meeting(s). Attend and address broker information meeting(s) and be available to answer questions. Produce confidential broker memorandum to assist participating brokers in selling the Bank's common stock. Aftermarket Support Services Xxxx will use their best efforts to secure market making and on-going research commitment from at least three NASD firms, one of which will be Xxxxx, Xxxxxxxx & Xxxxx, Inc.

Definitive Agreement. This letter reflects KBW's present intention of -------------------- proceeding to work with the Company and the Bank on its proposed conversionAcquisition and Conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 34, the payment of certain fees as set forth in Section 7(a) and 7(b) 8, and the assumption of expenses as set forth in Section 910, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the management of the Client Bank, the Company and its their agents in connection with the ConversionOffering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offeringOffering. Accordingly, KBW agrees that in connection with the offering Offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the one original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx X. Xxxxxx President and CEO ---------------------- ------------------ Xxxxxxx X. Xxxxxx Managing Director FIRST FEDERAL FINANCIAL SERVICES, INC. By: /s/ Xxxxxx X. Xxxxx Date: January 4, 2006 --------------------------------------- ---------------- Xx. Xxxxxx Xxxxx Chairman FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF EDWARDSVILLE By: /s/ Xxxxxx X. Xxxxx Date: January 4, 2006 --------------------------------------- ---------------- Xx. Xxxxxx Xxxxx Chairman FIRST FEDERAL FINANCIAL SERVICES MHC By: /s/ Xxxxxx X. Xxxxx Date: January 4, 2006 --------------------------------------- ---------------- Xx. Xxxxxx Xxxxx Chairman EXHIBIT A --------- CONVERSION OFFERING SERVICES PROPOSAL TO PULASKI BANKFIRST FEDERAL FINANCIAL SERVICES, A INC. FIRST FEDERAL FINANCIAL SERVICES MHC FIRST FEDERAL SAVINGS BANK AND LOAN ASSOCIATION OF EDWARDSVILLE KBW provides thrift institutions reorganizing converting from a the mutual holding company to a full stock form of ownership with a comprehensive program of conversion stock issuance services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion stock issuance services, if appropriate, we propose to perform on behalf of the Company and the Bank. General Services ---------------- GENERAL SERVICES Assist management and legal counsel with in structuring the design of the transaction structuretransaction. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- STOCK OFFERING ENHANCEMENT SERVICES Establish and manage a Stock Information Center at the Company/Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Company's/Bank's senior management with daily reports; process and tabulate proxies for the MHC; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage mange the Stock Information Center, meet with prospective shareholders at individual and community information meetingsmeetings (if applicable), solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.. STOCK OFFERING ENHANCEMENT SERVICES- CONTINUED Prepare other marketing materials, including prospecting letters and brochures, and media advertisements. Arrange logistics of community information meeting(s) as required. Prepare audio-visual presentation by senior management for community information meeting(s). Prepare management for question-and-answer period at community information meeting(s). Attend and address community information meeting(s) and be available to answer questions. BROKER-ASSISTED SALES SERVICES Arrange for broker information meeting(s) as required. Prepare audio-visual presentation for broker information meeting(s). Prepare script for presentation by senior management at broker information meeting(s). Prepare management for question-and-answer period at broker information meeting(s). Attend and address broker information meeting(s) and be available to answer questions. Produce confidential broker memorandum to assist participating brokers in selling the Bank's common stock. AFTER-MARKET SUPPORT SERVICES

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank Association on its proposed conversionAcquisition and Conversion. It does not create a binding obligation on the part of the Client Association, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees and expenses as set forth in Section 7(a) and 7(b) 7 and the assumption of expenses as set forth in Section 9, and the mutual indemnification provisions set forth in Section 6, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Association and its agents in connection with the Acquisition or the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a COMPANY, A DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx Xxxx Xxxxx ----------------------------- Xxxx Xxxxx FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF XXXXXX By: /s/ Xxxxxx X. Xxxxx Date: 4/9/98 -------------------------------- ------------------ Xxxxxx X. Xxxxx President and Chief Executive Officer By: /s/ Xxxx X. Xxxxxx President and CEO ---------------------- Date: 3-18-98 -------------------------------- ------------------ Xxxx X. Xxxxxx Chairman of the Board EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FIRST FEDERAL SAVINGS BANK KBW AND LOAN ASSOCIATION OF XXXXXX Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the BankAssociation. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the BankAssociation. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the BankAssociation's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank Association through completion of the Subscription and Community Offerings to manage the Stock Information Center. If so desired by the Association, Xxxx'x personnel will also meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead led by a Principal of Xxxx/KBW. Provide proxy solicitation, member vote tabulation and act as inspector of election at the special meeting of members. Create target investor list based upon review of the BankAssociation's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversion. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. It is further agreed that Xxxx will have enough personnel on hand at the Bank to handle all transactions without the use of the Bank Personnel. It is further agreed that if by cause of the federal regulators the process is delayed or extended the cost of this delay will be the cost of Xxxx and not an Additional cost to the Bank. This means as to the costs listed in sections 7, 8 and 9 above. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF Division of XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx Xxxxxx X. Xxxxxx III ------------------------ Xxxxxx X. Xxxxxx III Senior Vice President and CEO FIRST FEDERAL BANK, F.S.B. By: /s/ Xxxxx X. Xxxxxxxxx 5/14/98 ---------------------- ------------------ ------------ Xxxxx X. Xxxxxxxxx Date Chairman & Chief Executive Officer EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK KBW F.S.B. Xxxxxxx Xxxx & Company provides thrift institutions reorganizing converting from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank Bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's Xxxx'x personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of Xxxx/KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.

Definitive Agreement. This letter reflects KBW's Xxxx'x present intention of -------------------- proceeding to work with the Bank on its proposed conversionOrganization. It does not create a binding obligation on the part of the Client Bank, the Company or KBW Xxxx except as set forth below and except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 98, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You acknowledge that the Bank and/or Company shall ratify the pre-organization actions of you and the Board, including the execution of this agreement, and that the Bank and/or Company shall assume any and all pre-organization fees, expenses and liabilities incurred by you and the Board, including those fees, expenses and liabilities contemplated by this agreement. You further acknowledge that any report or analysis rendered by KBW Xxxx pursuant to this engagement is rendered for use solely by the management of the Client Bank and its agents in connection with the ConversionOrganization. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW Xxxx acknowledges that in offering the ClientCompany's stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW Xxxx agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, XXXXXXX XXXX & COMPANY a DIVISION OF XXXXX, XXXXXXXX & XXXXX, INC. /s/ Xxx XxXxxxx Xxxxxxxx X. XxXxxxx Executive Vice President PULASKI BANK, A FEDERAL SAVINGS BANK By: /s/ Xxxxxxx XXXX XXXXX ------------------------- Xxxx Xxxxx Senior Vice President State Capital Bancorp, Inc. By: /s/ XXXX X. Xxxxxx XXXXXXXX, XX. Nov. 18, 1976 ------------------------- ------------- Xxxx X. Xxxxxxxx, Xx., Date President and CEO ---------------------- ------------------ EXHIBIT A --------- CONVERSION SERVICES PROPOSAL TO PULASKI BANK, A FEDERAL SAVINGS BANK KBW provides thrift institutions reorganizing from a mutual holding company to a full stock form of ownership with a comprehensive program of conversion services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the conversion services, if appropriate, we propose to perform on behalf of the Bank. General Services ---------------- Assist management and legal counsel with the design of the transaction structure. Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms. Assist officers and directors in obtaining bank loans to purchase stock, if requested. Assist in drafting and distribution of press releases as required or appropriate. Conversion Offering Enhancement Services ---------------------------------------- Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank's senior management with daily reports; answer customer inquiries; and handle special situations as they arise. Assign KBW's personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings, solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW. Create target investor list based upon review of the Bank's depositor base. Provide intensive financial and marketing input for drafting of the prospectus.& Chief Executive Officer