1,486,950
      Shares


(subject
      to increase up to 1,709,993 shares


in
      the
      event of an increase in the pro forma market


value
      of
      the Company’s Common Stock)





Profile
      Bancorp, Inc.


(a
      federal stock holding company)




Common
      Stock


(par
      value $0.01 per share)




AGENCY
      AGREEMENT




November
      9, 2007




Sandler
      O’Neill & Partners, L.P.


919
      Third
      Avenue, 6 th Floor


New
      York,
      New York 10022




Ladies
      and Gentlemen:




Profile
      Bancorp, Inc., a federal stock holding company in formation (the “Company”),
      Profile Bancorp MHC, a federal mutual savings and loan holding company in
      formation (the “MHC”), and Profile Bank, FSB, a federal savings association (the
“Bank”), each chartered under the laws of the United States of America, hereby
      confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler
      O ’Neill”
      or the “Agent”) with respect to the offer and sale by the Company of up to
      1,486,950 shares (subject to increase up to 1,709,993 shares in the event of
      an
      increase in the pro forma market value of the Company’s common stock) of the
      Company’s common stock, par value $0.01 per share (the “Common Stock”). The
      shares of Common Stock to be sold by the Company in the Offerings (as defined
      below) are hereinafter called the “Securities.” In addition, as described
      herein, the Company expects to contribute up to
      65,550 (subject to increase up to 75,382 shares in the event of an increase
      in
      the pro forma market value of the Company’s common stock) shares of Common Stock
      to Profile Bank Charitable Foundation, a charitable foundation (the
“Foundation”), such shares hereinafter being referred to as the “Foundation
      Shares.”




The
      Securities are being offered for sale and the Foundation Shares are being
      contributed in accordance with the Plan of Reorganization and Stock Issuance
      (the “Plan”) adopted by the Organizers of the Company and the MHC and the Board
      of Directors of the Bank pursuant to which the Bank intends to reorganize from
      a
      federally chartered mutual savings bank to a federally chartered stock savings
      bank in the federal mutual holding company form of ownership and issue all
      of
      its stock to the Company, which provides for a stock offering, in compliance
      with regulations of the Office of Thrift Supervision (the “OTS”), of up to 49.9%
      of the Common Stock of the Company. As a result of the reorganization and the
      sale of stock under the Plan, the Bank will become a wholly-owned subsidiary
      of
      the Company and the Company will be 55% owned by the MHC.




1




Pursuant
      to the Plan, the Company will offer to certain members of the Bank and to the
      Bank’s tax qualified employee benefit plans, including the Bank’s employee stock
      ownership plan (the “ESOP”) (collectively, the “Employee Plans”), rights to
      subscribe for the Securities in a subscription offering (the “Subscription
      Offering”). To the extent Securities are not subscribed for in the Subscription
      Offering, such Securities may be offered to certain members of the general
      public and to other persons in a community offering (the “Community Offering”),
      with preference given first to natural persons and trusts of natural persons
      residing in Belknap, Carroll and Strafford Counties and second to other persons
      to whom the Company delivers a Prospectus (as hereinafter defined). The
      Community Offering, which together with the Subscription Offering, as each
      may
      be extended or reopened from time to time, are herein referred to as the
“Subscription and Community Offering,” may be commenced concurrently with,
      during or after, the Subscription Offering. It is currently anticipated by
      the
      Bank and the Company that any Securities not subscribed for in the Subscription
      and Community Offering will be offered, subject to Section 2 hereof, in a
      syndicated community offering (the “Syndicated Community Offering”). The
      Subscription and Community Offering and the Syndicated Community Offering are
      hereinafter referred to collectively as the “Offerings” and the reorganization
      of the Bank from mutual to stock form, the formation of the Company and the
      MHC,
      the acquisition of the capital stock of the Bank by the Company, the acquisition
      of the majority of the Company’s common stock by the MHC and the Offerings are
      hereinafter referred to collectively as the “Reorganization.” The Securities may
      be offered to the general public in a public offering (the “Public Offering”) in
      lieu of or subsequent to the Syndicated Community Offering. If there is a Public
      Offering, the Public Offering will be governed by a separate definitive purchase
      agreement as described in Section 2 hereof. It is acknowledged that the number
      of Securities to be sold in the Offerings may be increased or decreased as
      described in the Prospectus. If the number of Securities is increased or
      decreased in accordance with the Plan, the term “Securities” shall mean such
      greater or lesser number, where applicable. In the event that a mid-tier holding
      company form of organization is not utilized, all pertinent terms of this
      Agreement will apply to the Reorganization of the Bank from the mutual to stock
      form of organization and the sale of the Bank’s common stock.




In
      connection with the Offerings and pursuant to the terms of the Plan as described
      in the Prospectus, the Bank will establish the Foundation. Immediately following
      the consummation of the Offerings, subject to compliance with certain conditions
      as may be imposed by regulatory authorities, the Company will contribute cash
      and shares of Common Stock in an amount equal to 8.0% of the securities sold
      in
      the Offerings, which equals $534,000 in cash and 65,550 shares of Common Stock
      at the maximum of the offering range.




The
      Company has filed with the Securities and Exchange Commission (the “Commission”)
      a registration statement on Form SB-2 (No. 333 -146071),
      including a related prospectus, for the registration of the Securities under
      the
      Securities Act of 1933, as amended (the “Securities Act”), has filed such
      amendments thereto, if any, and such amended prospectuses as may have been
      required to the date hereof by the Commission in order to declare such
      registration statement effective, and will file such additional amendments
      thereto and such amended prospectuses and prospectus supplements as may
      hereafter be required. Such registration statement (as amended to date, if
      applicable, and as from time to time amended or supplemented hereafter) and
      the
      prospectuses constituting a part thereof (including in each case all documents
      incorporated or deemed to be incorporated by reference therein and the
      information, if any, deemed to be a part thereof pursuant to the rules and
      regulations of the Commission under the Securities Act, as from time to time
      amended or supplemented pursuant to the Securities Act or otherwise (the
“Securities Act Regulations”)), are hereinafter referred to as the “Registration
      Statement” and the “Prospectus,” respectively, except that if any revised
      prospectus shall be used by the Company in connection with the Subscription
      and
      Community Offering or the Syndicated Community Offering which differs from
      the
      Prospectus on file at the Commission at the time the Registration Statement
      becomes effective (whether or not such revised prospectus is required to be
      filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations),
      the term “Prospectus” shall refer to such revised prospectus from and after the
      time it is first provided to the Agent for such use.




2




Concurrently
      with the execution of this Agreement, the Company is delivering to the Agent
      copies of the Prospectus of the Company to be used in the Offerings. Such
      Prospectus contains information with respect to the Bank, the Company, the
      MHC
      and the Common Stock.




**SECTION
      1.**  **Representations
      and Warranties.**




(a)  The
      Company, the Bank and the MHC jointly and severally represent and warrant to
      the
      Agent as of the date hereof as follows:




(i)  The
      Registration Statement has been declared effective by the Commission, no stop
      order has been issued with respect thereto and no proceedings therefor have
      been
      initiated or, to the knowledge of the Company, the MHC and the Bank, threatened
      by the Commission. At the time the Registration Statement became effective
      and
      at the Closing Time referred to in Section 2 hereof, the Registration Statement
      complied and will comply in all material respects with the requirements of
      the
      Securities Act and the Securities Act Regulations and did not and will not
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading. The Prospectus, at the date hereof does not and at the Closing
      Time
      referred to in Section 2 hereof will not, include an untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; *provided,
      however* ,
      that
      the representations and warranties in this subsection shall not apply to
      statements in or omissions from the Registration Statement or Prospectus made
      in
      reliance upon and in conformity with information with respect to the Agent
      furnished to the Company in writing by the Agent expressly for use in the
      Registration Statement or Prospectus (the “Agent
      Information, ”
which
      the Company, the MHC and the Bank acknowledge appears only in the second
      sentence of the section “Summary - Market for Profile Bancorp’s Common Stock”
and the third sentence of the first paragraph of the section “Market for the
      Common Stock” of the Prospectus).




3




(ii)  At
      the
      time of filing the Registration Statement relating to the offering of the
      Securities and at the date hereof, the Company was not, and is not, an
      ineligible issuer, as defined in Rule 405 of the Securities Act Regulations.
      At
      the time of the filing of the Registration Statement and at the time of the
      use
      of any issuer free writing prospectus, as defined in Rule 433(h) of the
      Securities Act Regulations, the Company met the conditions required by Rules
      164
      and 433 of the Securities Act Regulations for the use of a free writing
      prospectus. If required to be filed, the Company has filed any issuer free
      writing prospectus related to the offered Securities at the time it is required
      to be filed under Rule 433 of the Securities Act Regulations and, if not
      required to be filed, will retain such free writing prospectus in the Company’s
      records pursuant to Rule 433(g) of the Securities Act Regulations and if any
      issuer free writing prospectus is used after the date hereof in connection
      with
      the offering of the Securities the Company will file or retain such free writing
      prospectus as required by Rule 433 of the Securities Act
      Regulations.




(iii)  As
      of the
      Applicable Time, neither (i) the Issuer-Represented General Free Writing
      Prospectus(es) issued at or prior to the Applicable Time and the Statutory
      Prospectus, all considered together (collectively, the “General Disclosure
      Package”), nor (ii) any individual Issuer-Represented Limited-Use Free
      Writing Prospectus issued at or prior to the Applicable Time, when considered
      together with the General Disclosure Package, included any untrue statement
      of a
      material fact or omitted to state any material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading. The preceding sentence does not apply to statements in
      or
      omissions from any Prospectus included in the Registration Statement relating
      to
      the offered Securities or any Issuer-Represented Free Writing Prospectus based
      upon and in conformity with written information furnished to the Company by
      the
      Agent specifically for use therein. As used in this paragraph and elsewhere
      in
      this Agreement:





1.  “Applicable
      Time” means each and every date when a potential purchaser submitted a
      subscription or otherwise committed to purchase Securities.





2.  “Statutory
      Prospectus”, as of any time, means the Prospectus relating to the offered
      Securities that is included in the Registration Statement relating to the
      offered Securities immediately prior to the Applicable Time, including any
      document incorporated by reference therein.





3.  “Issuer-Represented
      Free Writing Prospectus” means any “issuer free writing prospectus,” as defined
      in Rule 433(h) of the Securities Act Regulations, relating to the offered
      Securities. The term
      does not include any writing exempted from the definition of prospectus pursuant
      to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172
      or
      Rule 173 of the Securities Act Regulations.




4





4.  “Issuer-Represented
      General Free Writing Prospectus” means any Issuer-Represented Free Writing
      Prospectus that is intended for general distribution to prospective investors.





5.  “Issuer-Represented
      Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing
      Prospectus that is not an Issuer-Represented General Free Writing Prospectus.
      The term Issuer-Represented Limited-Use Free Writing Prospectus also includes
      any “bona fide electronic road show,” as defined in Rule 433 of the
      Securities Act Regulations, that is made available without restriction pursuant
      to Rule 433(d)(8)(ii) of the Securities Act Regulations or otherwise, even
      though not required to be filed with the Commission.





(iv)  Each
      Issuer-Represented Free Writing Prospectus, as of its date of first use and
      at
      all subsequent times through the completion of the Offerings and sale of the
      offered Securities or until any earlier date that the Company notified or
      notifies the Agent (as described in the next sentence), did not, does not and
      will not include any information that conflicted, conflicts or will conflict
      with the information contained in the Registration Statement relating to the
      offered Securities, including any document incorporated by reference therein
      that has not been superseded or modified. If at any time following the date
      of
      first use of an Issuer-Represented Free Writing Prospectus there occurred or
      occurs an event or development as a result of which such Issuer-Represented
      Free
      Writing Prospectus conflicted or would conflict with the information contained
      in the Registration Statement relating to the offered Securities or included
      or
      would include an untrue statement of a material fact or omitted or would omit
      to
      state a material fact necessary in order to make the statements therein, in
the
      light of the circumstances prevailing at that subsequent time, not misleading,
      the Company has notified or will notify promptly the Agent so that any use
      of
      such Issuer-Represented Free-Writing Prospectus may cease until it is amended
      or
      supplemented and the Company has promptly amended or will promptly amend or
      supplement such Issuer-Represented Free Writing Prospectus to eliminate or
      correct such conflict, untrue statement or omission. The foregoing two sentences
      do not apply to statements in or omissions from any Issuer-Represented Free
      Writing Prospectus based upon and in conformity with written information
      furnished to the Company by the Agent specifically for use therein.





(v)  The
      Company has filed with the OTS the Company’s application for approval of its
      acquisition of the Bank (the “Holding Company Application”) on Form H-(e)1-S
      promulgated under the savings and loan holding company provisions of the Home
      Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated
      thereunder. The Company has received written notice from the OTS of its approval
      of the acquisition of the Bank, such approval remains in full force and effect
      and no order has been issued by the OTS suspending or revoking such approval
      and
      no proceedings therefor have been initiated or, to the knowledge of the Company,
      the MHC or the Bank, threatened by the OTS. At the date of such approval and
      at
      the Closing Time referred to in Section 2, the Holding Company Application
      complied and will comply in all material respects with the applicable provisions
      of HOLA and the regulations promulgated thereunder and the Holding Company
      Application is truthful and accurate in all material respects.




5




(vi)  Pursuant
      to the rules and regulations of the OTS, as from time to time amended or
      supplemented (the “OTS Regulations”), the Company, the Bank and the MHC have
      filed with the OTS a Notice of Mutual Holding Company Reorganization (“Form
      MHC-1”) and an Application for Approval of a Minority Stock Issuance by a
      Savings Bank Subsidiary of a Mutual Holding Company (“Form MHC-2”), and have
      filed such amendments thereto and supplementary materials as may have been
      required to the date hereof (the Form MHC-1 and the Form MHC-2, as amended
      to
      date, if applicable, and as from time to time amended or supplemented hereafter,
      are hereinafter collectively referred to as the “MHC
      Application”) including a proxy statement for the special meeting of members
      called to approve the Plan (the “Proxy Statement”). The Offerings and the Plan
      have been duly adopted by the Board of Directors of the Bank and the Organizers
      if the Company and the MHC and such adoption has not since been rescinded or
      revoked. The MHC Application has been approved by the OTS. The Prospectus has
      been approved for use by the OTS, such approval remains in full force and effect
      and no order has been issued by the OTS suspending or revoking such approval
      and
      no proceedings therefor have been initiated or, to the knowledge of the Company,
      the MHC or the Bank, threatened by the OTS. At the date of such approval and
      at
      the Closing Time referred to in Section 2, the MHC Application complied and
      will
      comply in all material respects with the applicable provisions of the OTS
      Regulations.




(vii)  At
      the
      time of their use, the Proxy Statement and any other proxy solicitation
      materials will comply in all material respects with the applicable provisions
      of
      the OTS Regulations and will not contain an untrue statement of a material
      fact
      or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. The Company has filed the Prospectus and any supplemental sales
      literature with the Commission and the OTS. The Prospectus and all supplemental
      sales literature, as of the date the Registration Statement became effective
      and
      at the Closing Time referred to in Section 2, complied and will comply in all
      material respects with the applicable requirements of the OTS Regulations,
      and
      the Securities Act Regulations and, at or prior to the time of their first
      use,
      will have received all required authorizations of the OTS and Commission for
      use
      in final form.




(viii)  None
      of
      the Commission, the OTS or any “Blue Sky” authority has, by order or otherwise,
      prevented or suspended the use of the Proxy Statement, the Prospectus or any
      supplemental sales literature authorized by the Company, the MHC or the Bank
      for
      use in connection with the Offerings, and no proceedings for such purposes
      are
      pending or, to the knowledge of the Company, the MHC or the Bank,
      threatened.




(ix)  The
      Offerings and other transactions contemplated hereby do not and will not require
      any material **** consent,
      approval, authorization or permit or filing with any other governmental agency
      or regulatory authority, except as disclosed in the Prospectus.




6




(x)  At
      the
      Closing Time referred to in Section 2, the Company, the Bank and the MHC will
      have completed the conditions precedent to the Reorganization and the
      establishment of the Foundation in accordance with the Plan, the applicable
      OTS
      Regulations and all other applicable laws, regulations, decisions and orders,
      including all material terms, conditions, requirements and provisions precedent
      to the Reorganization imposed upon the Company, the Bank or the MHC by the
      OTS,
      the Federal Deposit Insurance Corporation (the “FDIC”), or any other regulatory
      authority, other than those which the regulatory authority permits to be
      completed after the Reorganization.




(xi)  RP
      Financial, LC (the “Appraiser”), which prepared the valuation of the Common
      Stock of the Company as part of the Plan, has advised the Company, the MHC
      and
      the Bank in writing that it satisfies all requirements for an appraiser set
      forth in the OTS Regulations and any interpretations or guidelines issued by
      the
      OTS or its staff with respect thereto.




(xii)  Shatswell,
      MacLeod & Company, P.C., the accountants who audited and reported on the
      consolidated financial statements and supporting schedules of the Bank and
      its
      subsidiaries included in the Registration Statement, have advised the Company,
      the MHC and the Bank in writing that they are independent public accountants
      within the meaning of the Code of Ethics of the American Institute of Certified
      Public Accountants (the “AICPA”), that they are registered with the Public Company Accounting
      Oversight Board (“PCAOB ”)
      and
      such accountants are, with respect to the Company, the MHC and the Bank,
      independent certified public accountants as required by, and are not in
      violation of the auditors independence requirements of, the Securities Act,
      the
      Securities Act Regulations and OTS Regulations.




(xiii)  The
      only
      direct or indirect subsidiary of the Company is the Bank; the only direct or
      indirect subsidiary of the Bank is Profile Asset Management, LLC (the
“Subsidiary”). Except for the Subsidiary, none of the Company, the MHC or the
      Bank, directly or indirectly, controls any other corporation, limited liability
      company, partnership, joint venture, association, trust or other business
      organization.




(xiv)  The
      consolidated financial statements and the related notes thereto included in
      the
      Registration Statement and the Prospectus present fairly the financial position
      of the Bank and its subsidiaries at the dates indicated and the results of
      operations, retained earnings, changes in equity and cash flows for the periods
      specified, and comply as to form with the applicable accounting requirements
      of
      the Securities Act Regulations and the OTS Regulations; except as otherwise
      stated in the Registration Statement and Prospectus, said financial statements
      have been prepared in conformity with generally accepted accounting principles
      applied on a consistent basis; and the supporting schedules and tables included
      in the Registration Statement and Prospectus present fairly the information
      required to be stated therein. The other financial, statistical and pro forma
      information and related notes included in the Prospectus present fairly the
      information shown therein on a basis consistent with the audited and unaudited
      financial statements included in the Prospectus, and as to the pro forma
      adjustments, the adjustments made therein have been consistently applied on
      the
      basis described therein.




7




(xv)  Since
      the
      respective dates as of which information is given in the Registration Statement
      and the Prospectus, except as otherwise stated therein (A) there has been no
      material adverse change in the financial condition, results of operations,
      business affairs or prospects of the Company, the MHC, the Bank and the
      Subsidiary, considered as one enterprise, whether or not arising in the ordinary
      course of business, (B) except for transactions specifically referred to or
      contemplated in the Registration Statement and Prospectus, there have been
      no
      transactions entered into by the Company, the MHC or the Bank, other than those
      in the ordinary course of business consistent with past practice, which are
      material with respect to the Company, the MHC, the Bank and the Subsidiary,
      considered as one enterprise, (C) the capitalization, liabilities, assets,
      properties and business of the Company, the MHC and the Bank conform in all
      material respects to the descriptions contained in the Prospectus and none
      of
      the Company, the MHC or the Bank has any material **** liabilities
      of any kind, contingent or otherwise, except as disclosed in the Registration
      Statement or the Prospectus and (D) none of the Company, the MHC or the Bank
      will have issued any securities or incurred any liability or obligation, direct
      or contingent, or borrowed money, except borrowings in the ordinary course
      of
      business consistent with past practice from the same or similar sources and
      in
      similar amounts as indicated in the Prospectus.




(xvi)  The
      Company, upon completion of its formation, and in any event no later than the
      Closing Time will have been duly organized and is validly existing as a federal
      stock holding company chartered under the laws of the United States of America
      with full corporate power and authority to own, lease and operate its
      properties, to conduct its business as described in the Registration Statement
      and the Prospectus, and to enter into and perform its obligations under this
      Agreement and the transactions contemplated hereby; and the Company will be
      duly
      qualified to transact business and is in good standing under the laws of the
      United States of America and in each other jurisdiction in which such
      qualification is required, whether by reason of the ownership or leasing of
      property or the conduct of business, except where the failure to so qualify
      would not have a material adverse effect on the financial condition, results
      of
      operations, business affairs or prospects of the Company, the MHC and the
      Subsidiary, considered as one enterprise (a “Material Adverse
      Effect”).




(xvii)  Upon
      completion of the Offerings as described in the Prospectus, the issued and
      outstanding capital stock of the Company will be within the range as set forth
      in the Prospectus under “Capitalization ”
(except
      for subsequent issuances, if any, pursuant to reservations, agreements or
      employee benefit plans referred to in the Prospectus). The authorized capital
      stock of the Company will consist of 14,000,000 shares of Common Stock and
      1,000,000 shares of preferred stock, par value $0.01 per share of which no
      shares are issued and outstanding capital stock of the Company at the date
      hereof; at the date hereof and at the Closing Time, the Securities will have
      been duly authorized for issuance and, when issued and delivered by the Company
      pursuant to the Plan against payment of the consideration calculated as set
      forth in the Plan and stated on the cover page of the Prospectus, will be duly
      and validly issued and fully paid and nonassessable; the terms and provisions
      of
      the Common Stock and the other capital stock of the Company conform to all
      statements relating thereto contained in the Prospectus; the certificates
      representing the shares of Common Stock will conform to the requirements of
      applicable law and regulations; and the issuance of the Securities and the
      Foundation Shares is not subject to preemptive or other similar rights, except
      for subscription rights granted pursuant to the Plan in accordance with the
      OTS
      Regulations.




8




(xviii)  The
      MHC,
      upon completion of its formation, and in any event no later than the Closing
      Time will have been duly organized and will be validly existing as a federal
      mutual savings and loan holding company chartered under the laws of the United
      States of America with full corporate power and authority to own, lease and
      operate its properties, to conduct its business as described in the Registration
      Statement and the Prospectus, and to enter into and perform its obligations
      under this Agreement and the transactions contemplated hereby; and at the
      Closing Time the MHC will be duly qualified to transact business and in good
      standing under the laws of the United States of America and in each other
      jurisdiction in which such qualification is required, whether by reason of
      the
      ownership or leasing of property or the conduct of business, except where the
      failure to so qualify would not have a Material Adverse Effect.




(xix)  The
      MHC
      has no capital stock. All holders of the savings, demand or other authorized
      accounts of the Bank will be members of the MHC immediately following the
      Closing Time. As of the Closing Time referred to in Section 2, the MHC will
      not
      own any equity securities or any equity interest in any business enterprise
      except as described in the Prospectus.




(xx)  The
      Bank
      has been duly organized and is validly existing as a federal savings association
      in mutual form chartered under the laws of the United States of America and
      upon
      consummation of the Reorganization will be a federal savings and loan
      association in stock form, in both instances with full corporate power and
      authority to own, lease and operate its properties, to conduct its business
      as
      described in the Registration Statement and the Prospectus, and to enter into
      and perform its obligations under this Agreement and the transactions
      contemplated hereby; and the Bank is duly qualified to transact business and
      is
      in good standing under the laws of the United States of America and in each
      other jurisdiction in which such qualification is required, whether by reason
      of
      the ownership or leasing of property or the conduct of business, except where
      the failure to so qualify would not have a Material Adverse Effect.




(xxi)  Upon
      consummation of the Offerings described in the Prospectus, the authorized
      capital stock of the Bank will be 4,000shares of common stock, par value $1.00
      per share (“Bank Common Stock”), and 1,000 shares of serial preferred stock, par
      value $1.00 per share (“Bank Preferred Stock”), and the issued and outstanding
      capital stock of the Bank will be 100 shares of common stock, and no shares
      of
      Bank Preferred Stock. No shares of Bank Common Stock and no shares of Bank
      Preferred Stock have been or will be issued prior to the Closing Time referred
      to in Section 2 hereof. As of the Closing Time referred to in Section 2 hereof,
      the shares of Bank Common Stock to be issued to the Company will have been
      duly
      authorized for issuance and, when issued and delivered by the Bank pursuant
      to
      the Plan against payment of the consideration calculated as set forth in the
      Plan and as described in the Prospectus, will be duly and validly issued and
      fully paid and nonassessable, and all such Bank Common Stock will be owned
      beneficially and of record by the Company free and clear of any security
      interest, mortgage, pledge, lien, encumbrance or legal or equitable claim;
      the
      terms and provisions of the Bank Common Stock will conform to all statements
      relating thereto contained in the Prospectus, and the certificates representing
      the shares of the Bank Common Stock will comply with the requirements of
      applicable laws and regulations; and the issuance of the Bank Common Stock
      is
      not subject to preemptive or similar rights; and there are no other warrants,
      options or rights of any kind to acquire additional shares of Bank Common Stock
      or any shares of Bank Preferred Stock.




9




(xxii)  The
      Company, the MHC, the Bank and the Subsidiary have each obtained all licenses,
      permits and other governmental authorizations currently required for the conduct
      of their respective businesses, except where the failure to obtain such
      licenses, permits or other governmental authorizations would not have a Material
      Adverse Effect; all such licenses, permits and other governmental authorizations
      are in full force and effect and the Company, the MHC, the Bank and the
      Subsidiary are in all material respects in compliance therewith; none of the
      Company, the MHC, the Bank or any Subsidiary has received notice of any
      proceeding or action relating to the revocation or modification of any such
      license, permit or other governmental authorization which, singly or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding, might
      have a Material Adverse Effect.




(xxiii)  The
      Subsidiary has been duly organized and is validly existing as a corporation
      in
      good standing under the laws of the jurisdiction of its incorporation, has
      full
      corporate power and authority to own, lease and operate its properties and
      to
      conduct its business as described in the Registration Statement and Prospectus,
      and is duly qualified as a foreign corporation to transact business and is
      in
      good standing in each jurisdiction in which such qualification is required,
      whether by reason of the ownership or leasing of property or the conduct of
      business, except where the failure to so qualify would not have a Material
      Adverse Effect; the activities of the Subsidiary are permitted to subsidiaries
      of a federally chartered savings bank and a federally chartered mutual holding
      company by the rules, regulations, resolutions and practices of the OTS; all
      of
      the issued and outstanding capital stock of the Subsidiary has been duly
      authorized and validly issued, is fully paid and nonassessable and is owned
      by
      the Bank directly, free and clear of any security interest, mortgage, pledge,
      lien, encumbrance or legal or equitable claim; and there are no warrants,
      options or rights of any kind to acquire shares of capital stock of the
      Subsidiary.




(xxiv)  The
      Bank
      is a member in good standing of the Federal Home Loan Bank of Boston; the
      deposit accounts of the Bank are insured by the FDIC up to the applicable
      limits. The Bank is a “qualified thrift lender” within the meaning of 12 U.S.C.
      Section 1467a(m).




(xxv)  The
      Company, the MHC and the Bank have taken all corporate action necessary for
      them
      to execute, deliver and perform this Agreement and the transactions contemplated
      hereby, and this Agreement has been duly executed and delivered by, and is
      the
      valid and binding agreement of, the Company, the MHC and the Bank, enforceable
      against each of them in accordance with its terms, except as may be limited
      by
      bankruptcy, insolvency or similar laws, affecting the enforceability of the
      rights of creditors generally and judicial limitations on the right of specific
      performance and except as the enforceability of indemnification and contribution
      provisions may be limited by applicable securities laws.




10




(xxvi)  No
      approval of any regulatory or supervisory or other public authority is required
      in connection with the execution and delivery of this Agreement or the issuance
      of the Securities that has not been obtained and a copy of which has been
      delivered to the Agent, except as may be required under the “Blue Sky” or
      securities laws of various jurisdictions.




(xxvii)  None
      of
      the Company, the MHC, the Bank or any of the Subsidiary is in violation of
      their
      respective certificate of incorporation, organization certificate, articles
      of
      incorporation or charter, as the case may be, or bylaws or other written
      corporate governance requirements or guidelines (and the Bank will not be in
      violation of its charter or bylaws in stock form upon consummation of the
      Reorganization); and none of the Company, the MHC, the Bank or any of the
      Subsidiary is in default (nor has any event occurred which, with notice or
      lapse
      of time or both, would constitute a default) in the performance or observance
      of
      any obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, loan agreement, note, lease or other instrument to which
      the Company, the MHC, the Bank or any of the Subsidiary is a party or by which
      it or any of them may be bound, or to which any of the property or assets of
      the
      Company, the MHC, the Bank or any of the Subsidiary is subject, except for
      such
      defaults that would not, individually or in the aggregate, have a Material
      Adverse Effect; and there are no contracts or documents of the Company, the
      MHC
      or the Bank which are required to be filed as exhibits to the Registration
      Statement, the Holding Company Application or the MHC Application which have
      not
      been so filed.




(xxviii)  The
      Reorganization, the execution, delivery and performance of this Agreement and
      the consummation of the transactions contemplated herein, have been duly
      authorized by all necessary corporate action on the part of the Company, the
      MHC, and the Bank, and do not and will not conflict with or constitute a breach
      of, or default under, or result in the creation or imposition of any lien,
      charge or encumbrance upon any property or assets of the Company, the MHC or
      the
      Bank pursuant to, any contract, indenture, mortgage, loan agreement, note,
      lease
      or other instrument to which the Company, the MHC or the Bank is a party or
      by
      which it or any of them may be bound, or to which any of the property or assets
      of the Company, the MHC or the Bank is subject, except for such conflicts,
      breaches or defaults that would not, individually or in the aggregate, have
      a
      Material Adverse Effect nor will such action result in any violation of the
      provisions of the respective charter or bylaws of the Company, the MHC or the
      Bank, or any applicable law, administrative regulation or administrative or
      court decree.




(xxix)  No
      labor
      dispute with the employees of the Company, the MHC, the Bank or the Subsidiary
      exists or, to the knowledge of the Company, the MHC, the Bank or the Subsidiary,
      is imminent or threatened; and the Company, the MHC and the Bank are not aware
      of any existing or threatened labor disturbance by the employees of any of
      its
      principal suppliers or contractors which might be expected to have a Material
      Adverse Effect.




(xxx)  Each
      of
      the Company, the MHC, the Bank and the Subsidiary has good and marketable title
      to all of its properties and assets for which ownership is material to the
      business of the Company, the MHC, the Bank or the Subsidiary and to those
      properties and assets described in the Prospectus as owned by them, free and
      clear of all liens, charges, encumbrances or restrictions, except such as are
      described in the Prospectus or are not material in relation to the business
      of
      the Company, the MHC, the Bank or the Subsidiary, considered as one enterprise;
      and all of the leases and subleases material to the business of the Company,
      the
      MHC, the Bank or the Subsidiary under which the Company, the MHC, the Bank
      or
      the Subsidiary hold properties, including those described in the Prospectus,
      are
      valid and binding agreements of the Company, the MHC, the Bank or the
      Subsidiary, in full force and effect, enforceable in accordance with their
      terms
      except as may be limited by bankruptcy, insolvency or similar laws affecting
      the
      enforceability of the rights of creditors generally and judicial limitations
      on
      the right of specific performance and except as the enforceability of
      indemnification and contribution provisions may be limited by applicable
      securities laws.




11




(xxxi)  None
      of
      the Company, the MHC or the Bank is in violation of any order or directive
      from
      the OTS, the Commission or any regulatory authority to make any material change
      in the method of conducting its respective businesses; the Company, the MHC,
      the
      Bank, and each of the Subsidiary have conducted and are conducting their
      business so as to comply with all applicable statutes, regulations and
      administrative and court decrees (including, without limitation, all
      regulations, decisions, directives and orders of the OTS, the FDIC and the
      Commission). Neither the Company, the MHC, the Bank nor any of the Subsidiary
      is
      subject or is party to, or has received any notice or advice that any of them
      may become subject or party to, any investigation with respect to any
      cease-and-desist order, agreement, consent agreement, memorandum of
      understanding or other regulatory enforcement action, proceeding or order with
      or by, or is a party to any commitment letter or similar undertaking to, or
      is
      subject to any directive by, or has been a recipient of any supervisory letter
      from, or has adopted any board resolutions at the request of, any Regulatory
      Agency (as defined below) that currently restrict the conduct of their business
      or that in any manner relates to their capital adequacy, their credit policies,
      their management or their business (each, a “Regulatory Agreement”), nor has the
      Company, the MHC, the Bank or any of the Subsidiary been advised by any
      Regulatory Agency that it is considering issuing or requesting the issuance
      of
      any such Regulatory Agreement; and there is no unresolved violation, criticism
      or exception by any Regulatory Agency with respect to any report or statement
      relating to any examinations of the Company, the MHC, the Bank or any of the
      Subsidiary which is expected to have a Material A dverse
      Effect, or which might materially and adversely affect the properties or assets
      thereof or which might adversely affect the consummation of the Offerings or
      the
      performance of this Agreement. As used herein, the term “Regulatory Agency”
means any federal or state agency charged with the supervision or regulation
      of
      depositary institutions or holding companies of depositary institutions, or
      engaged in the insurance of depositary institution deposits, or any court,
      administrative agency or commission or other governmental agency, authority
      or
      instrumentality having supervisory or regulatory authority with respect to
      the
      Company, the MHC, the Bank or any of the Subsidiary.




(xxxii)  There
      is
      no action, suit or proceeding before or by any court or governmental agency
      or
      body, domestic or foreign, now pending, or, to the knowledge of the Company,
      the
      MHC, or the Bank, threatened, against or affecting the Company, the MHC or
      the
      Bank which is required to be disclosed in the Registration Statement (other
      than
      as disclosed therein), or which might result in any Material Adverse Effect
      on
      the financial condition, results of operations, business affairs or prospects
      of
      the Company, the MHC and the Bank, considered as one enterprise, or which might
      materially and adversely affect the properties or assets thereof, or which
      might
      adversely affect the consummation of the Offerings, or the performance of this
      Agreement; all pending legal or governmental proceedings to which the Company,
      the MHC, the Bank or any Subsidiary is a party or of which any of their
      respective property or assets is the subject which are not described in the
      Registration Statement, including ordinary routine litigation incidental to
      their business, are considered in the aggregate not material.




12




(xxxiii)  The
      Company, MHC and the Bank have obtained (i) an opinion of its counsel, Muldoon
      Murphy & Aguggia LLP, with respect to the legality of the Securities and the
      Foundation Shares to be issued and certain federal income tax consequences
      of
      the Offerings and the Plan, and (ii) the opinion of Shatswell, MacLeod &
Company, P.C. with respect to the certain state and local income tax
      consequences of the Offerings and the Plan, copies of which are filed as
      exhibits to the Registration Statement; all material aspects of the aforesaid
      opinions are accurately summarized in the Prospectus under “The Reorganization
      and Stock Offering - Material Income Tax Consequences,” the facts and
      representations upon which such opinions are based are truthful, accurate and
      complete in all material respects; and neither the Company, the MHC, nor the
      Bank has taken or will take any action inconsistent therewith.




(xxxiv)  The
      Company is not and, upon completion of the Reorganization and sale of the
      Securities and the application of the net proceeds therefrom, will not be,
      required to be registered as an “investment company” as that term is defined
      under the Investment Company Act of 1940, as amended.




(xxxv)  All
      of
      the loans represented as assets on the most recent financial statements or
      selected financial information of the Bank included in the Prospectus meet
      or
      are exempt from all requirements of federal, state or local law pertaining
      to
      lending, including without limitation truth in lending (including the
      requirements of Regulations Z and 12 C.F.R. Part 226 and Section 563.99), real
      estate settlement procedures, consumer credit protection, equal credit
      opportunity and all disclosure laws applicable to such loans, except for
      violations which, if asserted, would not result in a Material Adverse Effect.




(xxxvi)  To
      the
      knowledge of the Company, the MHC, the Bank and each Subsidiary, with the
      exception of the intended loan to the Bank’s ESOP by the Company to enable the
      ESOP to purchase up to 8.0% of the Securities sold in the Offerings, none of
      the
      Company, the MHC, the Bank or their employees has made any payment of funds
      of
      the Company, the MHC or the Bank as a loan for the purchase of the Common Stock
      or made any other payment of funds prohibited by law, and no funds have been
      set
      aside to be used for any payment prohibited by law.




(xxxvii)  Each
      of
      the Company, the MHC, the Bank and each of the Subsidiary maintains a system
      of
      internal accounting controls sufficient to provide reasonable assurance that
      (a)
      transactions are executed in accordance with management’s general or specific
      authorizations; (b) transactions are recorded as necessary to permit preparation
      of financial statements in conformity with generally accepted accounting
      principles and to maintain asset accountability; (c) access to assets is
      permitted only in accordance with management’s general or specific
      authorization; and (d) the recorded accountability for assets is compared with
      the existing assets at reasonable intervals and appropriate action is taken
      with
      respect to any differences.




13




(xxxviii)  The
      Company, the MHC, the Bank and each Subsidiary are in compliance with the
      applicable financial recordkeeping and reporting requirements of the Currency
      and Foreign Transaction Reporting Act of 1970, as amended, and the rules and
      regulations thereunder. The Bank has established compliance programs and is
      in
      compliance in all material respects with the requirements of the USA PATRIOT
      Act
      and all applicable regulations promulgated thereunder, and there is no charge,
      investigation, action, suit or proceeding before any court, regulatory authority
      or governmental agency or body pending or, to the best knowledge of the Company,
      the MHC, and the Bank, threatened regarding the Bank’s compliance with the USA
      PATRIOT Act or any regulations promulgated thereunder.




(xxxix)  None
      of
      the Company, the MHC, the Bank or any Subsidiary nor any properties owned or
      operated by the Company, the MHC, the Bank or any Subsidiary is in violation
      of
      or liable under any Environmental Law (as defined below except for such
      violations or liabilities that, individually or in the aggregate, would not
      result in a Material Adverse Effect). There are no actions, suits or
      proceedings, or demands, claims, notices or investigations (including, without
      limitation, notices, demand letters or requests for information from any
      environmental agency) instituted or pending, or to the knowledge of the Company,
      the MHC, the Bank or any Subsidiary threatened, relating to the liability of
      any
      property owned or operated by the Company, the MHC, the Bank or any Subsidiary,
      under any Environmental Law, except for such actions, suits or proceedings,
      or
      demands, claims, notices or investigations that, individually or in the
      aggregate, would not have a Material Adverse Effect. For purposes of this
      subsection, the term “Environmental Law ”
means
      any federal, state, local or foreign law, statute, ordinance, rule, regulation,
      code, license, permit, authorization, approval, consent, order, judgment,
      decree, injunction or agreement with any regulatory authority relating to (i)
      the protection, preservation or restoration of the environment (including,
      without limitation, air, water, vapor, surface water, groundwater, drinking
      water supply, surface soil, subsurface soil, plant and animal life or any other
      natural resource), and/or (ii) the use, storage, recycling, treatment,
      generation, transportation, processing, handling, labeling, production, release
      or disposal of any substance presently listed, defined, designated or classified
      as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether
      by type or by quantity, including any material containing any such substance
      as
      a component.




(xl)  The
      Company, the MHC, the Bank and each Subsidiary have filed all federal, state
      and
      local income and franchise tax returns required to be filed and have made timely
      payments of all taxes shown as due and payable in respect of such returns,
      and
      no deficiency has been asserted with respect thereto by any taxing authority.
      No
      tax deficiency has been asserted, and the Company, the MHC and the Bank have
      no
      knowledge of any tax deficiency which could be asserted against the Company,
      the
      MHC, the Bank or the Subsidiary.




14




(xli)  The
      Company has received all approvals required to consummate the Offerings, and
      to
      have the Securities quoted on the OTC Bulletin Board effective as of the Closing
      Time referred to in Section 2 hereof.




(xlii)
      The Company has filed a registration statement for the Securities under Section
      12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      and such registration statement was declared effective concurrent with the
      effectiveness of the Registration Statement.




(xliii)  There
      are
      no affiliations or associations (as such terms are defined by the Financial
      Industry Regulatory Authority (“FINRA”)) between any member of the FINRA and any
      of the MHC’s, Company’s or Bank’s officers or directors.




(xliv)  The
      Company, the MHC, the Bank and each Subsidiary carries, or is covered by,
      insurance in such amounts and covering such risks as is adequate for the conduct
      of their respective businesses and the value for their respective properties
      as
      is customary for companies engaged in similar industries.




(xlv)  The
      Company, the MHC and the Bank have not relied on Agent or its counsel for any
      legal, tax or accounting advice in connection with the Offerings.




(xlvi)  The
      records of eligible account holders, supplemental eligible account holders,
      and
      other members are accurate and complete in all material respects.




(xlvii)  The
      Company, the MHC, the Bank and each Subsidiary is in compliance in all material
      respects with all presently applicable provisions of the Employee Retirement
      Income Security Act of 1974, as amended, including the regulations and published
      interpretations thereunder (“ERISA”); no “reportable event” (as defined in
      ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for
      which the Company, the MHC, the Bank or any Subsidiary, respectively, would
      have
      any liability; each of the Company, the MHC, the Bank, and each Subsidiary
      has
      not incurred and does not expect to incur liability under (i) Title IV of ERISA
      with respect to termination of, or withdrawal from, any “pension plan” or (ii)
      Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including
      the regulations and published interpretations thereunder (the “Code”); and each
“pension plan” for which the Company, the MHC, the Bank and any Subsidiary would
      have any liability that is intended to be qualified under Section 401(a) of
      the
      Code is so qualified and nothing has occurred, whether by action or by failure
      to act, which would cause the loss of such qualification.




(xlviii)  The
      Company has established and maintains disclosure controls and procedures (as
      such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act), which
      (i) are designed to ensure that material information relating to the Company,
      including its consolidated subsidiaries, is made known to the Company’s
      principal executive officer and its principal financial officer by others within
      those entities; and (ii) are effective in all material respects to perform
      the
      functions for which they were established. There (i) are not any significant
      deficiencies in the design or operation of internal controls which could
      adversely affect the Company’s ability to record, process, summarize, and report
      financial data or (ii) has not been any fraud, whether or not material, that
      involves management or other employees who have a significant role in the
      Company’s internal controls. Since the date of the most recent evaluation of the
      Company’s disclosure controls and procedures, there have been no significant
      changes in internal controls or in other factors that could significantly affect
      internal controls, including any corrective actions with regard to significant
      deficiencies and material weaknesses.




15




(xlix)  The
      Company is in compliance with the applicable provisions of the Sarbanes-Oxley
      Act, the rules and regulations of the Commission thereunder, and the OTC
      Bulletin Board corporate governance rules applicable to the Company, and will
      use its best efforts to comply with those provisions of the Sarbanes-Oxley
      Act
      and the OTC Bulletin Board corporate governance rules that will become effective
      in the future upon their effectiveness.




(l)  Upon
      completion of its formation, and in no event later than the Closing Time, the
      Foundation will be duly authorized and incorporated and will be validly existing
      as a non-stock corporation in good standing under the laws of the State of
      Delaware with corporate power and authority to own, lease and operate its
      properties and to conduct its business as described in the Prospectus; the
      Foundation will not be a savings and loan holding company within the meaning
      of
      12 C.F.R. Section 583.20 as a result of the issuance of shares of Common Stock
      to it in accordance with the terms of the Plan and in the amounts as described
      in the Prospectus; no approvals are required to establish the Foundation and
      to
      contribute the shares of Common Stock thereto as described in the Prospectus
      other than those imposed by the OTS;
      except as specifically disclosed in the Prospectus, there are no agreements
      and/or understandings, written or oral, between the Company, the MHC and the
      Bank on the one hand and the Foundation, on the other, with respect to the
      control, directly or indirectly, over the voting and the acquisition or
      disposition of the Foundation **** Shares;
      at the Closing Time, the Foundation **** Shares
      will have been duly authorized for issuance and, when issued and contributed
      by
      the Company pursuant to the Plan, will be duly and validly issued and fully
      paid
      and nonassessable; and the issuance of the Foundation shares is not subject
      to
      preemptive or similar rights.




(li)  Any
      certificate signed by any officer of the Company, the MHC, the Bank or any
      Subsidiary and delivered to either of the Agent or counsel for the Agent shall
      be deemed a representation and warranty by the Company, the MHC or the Bank
      to
      the Agent as to the matters covered thereby.




**SECTION
      2.** **Appointment of Sandler O** **’** **Neill;
      Sale and Delivery of the Securities; Closing.** On the
      basis of the representations and warranties herein contained and subject to
      the
      terms and conditions herein set forth, the Company hereby appoints Sandler
      O’Neill as its Agent to consult with and advise the Company, and to assist the
      Company with the solicitation of subscriptions and purchase orders for
      Securities, in connection with the Company’s sale of Common Stock in the
      Offerings. On the basis of the representations and warranties herein contained,
      and subject to the terms and conditions herein set forth, Sandler O’Neill
      accepts such appointment and agrees to use its best efforts to assist the
      Company with the solicitation of subscriptions and purchase orders for
      Securities in accordance with this Agreement; *provided,
      however* ,
      that
      the Agent shall not be obligated to take any action which is inconsistent with
      any applicable laws, regulations, decisions or orders. The services to be
      rendered by Sandler O’Neill pursuant to this appointment include the following:
      (i) consulting as to the securities marketing implications of any aspect of
      the
      Plan or related corporate documents; (ii) reviewing with the Board of Directors
      of the Company, the MHC and the Bank financial and securities marketing
      implications of the Appraiser’s appraisal of the Common Stock; (iii) reviewing
      all offering documents, including the Prospectus, stock order forms and related
      offering materials (it being understood that preparation and filing of such
      documents is the sole responsibility of the Company and the Bank and their
      counsel); (iv) assisting in the design and implementation of a marketing
      strategy for the Offerings ;
      (v)
      assisting management of the Company and the Bank in preparing for meetings
      with
      potential investors and broker-dealers; and (vi) providing such other general
      advice and assistance regarding financial and marketing aspects of the Offering
      as may be requested to promote the successful completion of the
      Offering.




16




The
      appointment of the Agent hereunder shall terminate upon the earlier to occur
      of
      (a) forty-five (45) days after the last day of the Subscription and Community
      Offering, unless the Company and the Agent agree in writing to extend such
      period and the OTS agrees to extend the period of time in which the Securities
      may be sold, or (b) the receipt and acceptance of subscriptions and purchase
      orders for all of the Securities, or (c) the completion of the Syndicated
      Community Offering.




If
      any of
      the Securities remain available after the expiration of the Subscription and
      Community Offering, at the request of the Company and the Bank, Sandler O’Neill
      will seek to form a syndicate of registered brokers or dealers (“Selected
      Dealers”) to assist in the solicitation of purchase orders of such Securities on
      a best efforts basis. Sandler O’Neill will endeavor to limit the aggregate fees
      to be paid by the Company, the MHC and the Bank to an amount competitive with
      gross underwriting discounts charged at such time for underwritings of
      comparable amounts of stock sold at a comparable price per share in a similar
      market environment; *provided,
      however* ,
      that
      the aggregate fees payable to Sandler O’Neill and Selected Dealers shall not
      exceed 7.0% of the aggregate dollar amount of the Securities sold in the
      Syndicated Community Offering by such Selected Dealers. Sandler O’Neill will
      endeavor to distribute the Securities among the Selected Dealers in a fashion
      which best meets the distribution objective of the Company and the Bank, which
      may result in limiting the allocation of stock to certain Selected Dealers.
      It
      is understood that in no event shall Sandler O’Neill be obligated to act as a
      Selected Dealer or to take or purchase any Securities.




In
      the
      event the Company is unable to sell at least the total minimum of the
      Securities, as set forth on the cover page of the Prospectus, within the period
      herein provided, this Agreement shall terminate and the Company shall refund
      to
      any persons who have subscribed for any of the Securities the full amount which
      it may have received from them, together with interest as provided in the
      Prospectus, and no party to this Agreement shall have any obligation to the
      others hereunder, except for the obligations of the Company, the MHC and the
      Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the
      Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for
      placing the funds received from subscriptions for Securities or other offers
      to
      purchase Securities in special interest-bearing accounts with the Bank until
      all
      Securities are sold and paid for were made prior to the commencement of the
      Subscription Offering, with provision for refund to the purchasers as set forth
      above, or for delivery to the Company if all Securities are sold.




17




If
      at
      least the total minimum of Securities, as set forth on the cover page of the
      Prospectus, are sold, the Company agrees to issue or have issued the Securities
      sold and to release for delivery certificates for such Securities at the Closing
      Time against payment therefor by release of funds from the special
      interest-bearing accounts referred to above. The closing shall be held at the
      offices of Muldoon Murphy & Aguggia LLP, at 10:00 a.m., Eastern Standard
      Time, or at such other place and time as shall be agreed upon by the parties
      hereto, on a business day to be agreed upon by the parties hereto. The Company
      shall notify the Agent by telephone, confirmed in writing, when funds shall
      have
      been received for all the Securities. Certificates for Securities shall be
      delivered directly to the purchasers thereof in accordance with their
      directions. Notwithstanding the foregoing, certificates for Securities purchased
      through Selected Dealers shall be made available to the Agent for inspection
      at
      least 48 hours prior to the Closing Time at such office as the Agent shall
      designate. The hour and date upon which the Company shall release for delivery
      all of the Securities, in accordance with the terms hereof, is herein called
      the
“Closing Time.”




The
      Company will pay any stock issue and transfer taxes which may be payable with
      respect to the sale of the Securities.




In
      addition to the reimbursement of the expenses specified in Section 4 hereof,
      the
      Agent will receive the following compensation for its services
      hereunder:




(a)  One
      percent (1.00%) of the aggregate purchase price of the Securities sold in the
      Subscription and Community Offering, excluding in each case shares purchased
      by
      (i) any employee benefit plan of the Company or the Bank established for the
      benefit of their respective directors, officers and employees, (ii) any
      director, officer or employee of the Company or the Bank or members of their
      immediate families (which term shall mean parents, grandparents, spouse,
      siblings, children and grandchildren), and (iii) any shares contributed to
      the
      Foundation; and




(b)  With respect
      to any Securities sold by a FINRA member firm (other than Sandler O’Neill) in
      the Syndicated Community Offering, (i) the compensation payable to Selected
      Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to
      Sandler O’Neill of one percent (1.0%) of the aggregate purchase price of the
      Securities sold in the Syndicated Community Offering. Any fees payable to
      Sandler O’Neill for Securities sold by Sandler O’Neill under any such agreement
      shall be limited to an aggregate of seven percent (7.0%) of the purchase price
      of the Securities sold by Sandler O’Neill.




18




If
      this
      Agreement is terminated by the Agent in accordance with the provisions of
      Section 9(a) hereof, no fee shall be payable by the Company to Sandler O’Neill;
      provided, however, that the Company shall reimburse the Agent for all of its
      reasonable out-of-pocket expenses incurred prior to termination, including
      the
      reasonable fees and disbursements of counsel for the Agent in accordance with
      the provisions of Section 4 hereof. In addition, the Company shall be obligated
      to pay the fees and expenses as contemplated by the provisions of Section 4
      hereof in the event of any such termination.




All
      fees
      payable to the Agent hereunder shall be payable in immediately available funds
      at Closing Time, or upon the termination of this Agreement, as the case may
      be. In
      recognition of the long lead times involved in the conversion process, the
      Bank
      agrees to make advance payments to the Agent in the aggregate amount of $25,000,
      which has been previously paid. Such advance payment shall be credited against
      any fees or reimbursement of expenses payable hereunder and any unearned portion
      thereof shall be refunded.




**SECTION
      3.**  **Covenants
      of the Company, the MHC and the Bank** .
      The
      Company, the MHC and the Bank covenant with the Agent as follows:




(a)  The
      Company, the MHC and the Bank will prepare and file such amendments or
      supplements to the Registration Statement, the Prospectus, the Holding Company
      Application, the MHC Application **** and
      the
      Proxy Statement as may hereafter be required by the Securities Act Regulations
      or the OTS Regulations or as may hereafter be requested by the Agent. Following
      completion of the Subscription and Community Offering, in the event of a
      Syndicated Community Offering, the Company, the MHC and the Bank will (i)
      promptly prepare and file with the Commission a post-effective amendment to
      the
      Registration Statement relating to the results of the Subscription and Community
      Offering, any additional information with respect to the proposed plan of
      distribution and any revised pricing information or (ii) if no such
      post-effective amendment is required, will file with the Commission a prospectus
      or prospectus supplement containing information relating to the results of
      the
      Subscription and Community Offering and pricing information pursuant to Rule
      424
      of the Securities Act Regulations, in either case in a form acceptable to the
      Agent. The Company, the MHC and the Bank will notify the Agent immediately,
      and
      confirm the notice in writing, (i) of the effectiveness of any post-effective
      amendment of the Registration Statement, the filing of any supplement to the
      Prospectus and the filing of any amendment to the Plan, (ii) of the receipt
      of
      any comments from the OTS or the Commission with respect to the transactions
      contemplated by this Agreement or the Plan, (iii) of any request by the
      Commission or the OTS for any amendment to the Registration Statement or the
      Plan or any amendment or supplement to the Prospectus or for additional
      information, (iv) of the issuance by the OTS of any order suspending the
      Offerings or the use of the Prospectus or the initiation of any proceedings
      for
      that purpose, (v) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or the initiation of any
      proceedings for that purpose, and (vi) of the receipt of any notice with respect
      to the suspension of any qualification of the Securities for offering or sale
      in
      any jurisdiction. The Company, the MHC and the Bank will make every reasonable
      effort to prevent the issuance of any stop order and, if any stop order is
      issued, to obtain the lifting thereof at the earliest possible
      moment.




19




(b)  The
      Company represents and agrees that, unless it obtains the prior written consent
      of the Agent and the Agent represents and agrees that, unless it obtains the
      prior written consent of the Company, it has not made and will not make any
      offer relating to the offered Securities that would constitute an “issuer free
      writing prospectus,” as defined in Rule 433 of the Securities Act Regulations,
      or that would constitute a “free writing prospectus,” as defined in Rule 405 of
      the Securities Act Regulations, required to be filed with the Commission. Any
      such free writing prospectus consented to by the Company and the Agent is
      hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
      represents that it has and will comply with the requirements of Rule 433 of
      the
      Securities Act Regulations applicable to any Permitted Free Writing Prospectus,
      including timely Commission filing where required, legending and record keeping.
      The Company need not treat any communication as a free writing prospectus if
      it
      is exempt from the definition of prospectus pursuant to clause (a) of Section
      2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the Securities
      Act
      Regulations.




(c)  The
      Company, the MHC and the Bank will give the Agent notice of its intention to
      file or prepare any amendment to the Plan or Registration Statement (including
      any post-effective amendment) or any amendment or supplement to the Prospectus
      (including any revised prospectus which the Company proposes for use in
      connection with the Syndicated Community Offering of the Securities which
      differs from the prospectus on file at the Commission at the time the
      Registration Statement becomes effective, whether or not such revised prospectus
      is required to be filed pursuant to Rule 424(b) of the Securities Act
      Regulations), will furnish the Agent with copies of any such amendment or
      supplement a reasonable amount of time prior to such proposed filing or use,
      as
      the case may be, and will not file any such amendment or supplement or use
      any
      such prospectus to which the Agent or counsel for the Agent may
      object.




(d)  The
      Company, the MHC and the Bank will deliver to the Agent as many signed copies
      and as many conformed copies of the Holding Company Application, the MHC
      Application and the Registration Statement as originally filed and of each
      amendment thereto (including exhibits filed therewith or incorporated by
      reference therein) as the Agent may reasonably request, and from time to time
      such number of copies of the Prospectus as the Agent may reasonably
      request.




(e)  During
      the period when the Prospectus is required to be delivered, the Company, the
      MHC
      and the Bank will comply, at their own expense, with all requirements imposed
      upon them by the OTS, by the applicable OTS Regulations, as from time to time
      in
      force, and by the OTC Bulletin Board, the Securities Act, the Securities Act
      Regulations, the Exchange Act, and the rules and regulations of the Commission
      promulgated thereunder, including, without limitation, Regulation M under the
      Exchange Act, so far as necessary to permit the continuance of sales or dealing
      in shares of the Securities during such period in accordance with the provisions
      hereof and the Prospectus.




(f)  If
      any
      event or circumstance shall occur as a result of which it is necessary, in
      the
      opinion of counsel for the Agent, to amend or supplement the Registration
      Statement or Prospectus in order to make the Prospectus not misleading in the
      light of the circumstances existing at the time it is delivered to a purchaser,
      the Company, the MHC and the Bank will forthwith amend or supplement the
      Registration Statement or Prospectus (in form and substance satisfactory to
      counsel for the Agent) so that, as so amended or supplemented, the Registration
      Statement or Prospectus will not include an untrue statement of a material
      fact
      or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances existing at the time it is delivered
      to a purchaser, not misleading, and the Company, the MHC and the Bank will
      furnish to the Agent a reasonable number of copies of such amendment or
      supplement. For the purpose of this subsection, the Company, the MHC and the
      Bank will each furnish such information with respect to itself as the Agent
      may
      from time to time reasonably request.




20




(g)  The
      Company, the MHC and the Bank will take all necessary action, in cooperation
      with the Agent, to qualify the Securities for offering and sale under the
      applicable securities laws of such states of the United States and other
      jurisdictions as the OTS Regulations may require and as the Agent and the
      Company have agreed; *provided,
      however* ,
      that
      none of the Company, the MHC or the Bank shall be obligated to file any general
      consent to service of process or to qualify as a foreign corporation in any
      jurisdiction in which it is not so qualified. In each jurisdiction in which
      the
      Securities have been so qualified, the Company, the MHC and the Bank will file
      such statements and reports as may be required by the laws of such jurisdiction
      to continue such qualification in effect for a period of not less than one
      year
      from the effective date of the Registration Statement.




(h)  The
      Company authorizes Sandler O’Neill and any Selected Dealer to act as agent of
      the Company in distributing the Prospectus to persons entitled to receive
      subscription rights and other persons to be offered Securities having record
      addresses in the states or jurisdictions set forth in a survey of the securities
      or “blue
      sky ”
laws
      of
      the various jurisdictions in which the Offerings will be made (the “Blue Sky
      Survey”).




(i)  The
      Company will make generally available to its security holders as soon as
      practicable, but not later than 60 days after the close of the period covered
      thereby, an earnings statement covering a twelve month period beginning not
      later than the first day of the Company’s fiscal quarter next following the effective
      date of the
      Registration Statement (as defined in Rule 158 of the Securities Act
      Regulations) that will satisfy the provisions of Section 11(a) of the Securities
      Act.




(j)  During
      the period ending on the third anniversary of the expiration of the fiscal
      year
      during which the closing of the transactions contemplated hereby occurs, the
      Company will furnish to its stockholders as soon as practicable after the end
      of
      each such fiscal year an annual report (including consolidated statements of
      financial condition and consolidated statements of income, stockholders’ equity
      and cash flows, certified by independent public accountants) and, as soon as
      practicable after the end of each of the first three quarters of each fiscal
      year (beginning with the fiscal quarter ending after the effective date of
      the
      Registration Statement), the Company will make available to its stockholders
      consolidated summary financial information of the Company and the Bank for
      such
      quarter in reasonable detail. In addition, such annual report and quarterly
      consolidated summary financial information the Company will use its reasonable
      best efforts to make public through the issuance of appropriate press releases
      at the same time or prior to the time of the furnishing thereof to stockholders
      of the Company.




21




(k)  During
      the period ending on the third anniversary of the expiration of the fiscal
      year
      during which the closing of the transactions contemplated hereby occurs, the
      Company will furnish to the Agent (i) as soon as publicly available, a copy
      of
      each report or other document of the Company furnished generally to stockholders
      of the Company or furnished to or filed with the Commission under the Exchange
      Act or any national securities exchange or system on which any class of
      securities of the Company is listed, and (ii) from time to time, such other
      information concerning the Company as the Agent may reasonably request. For
      the
      purposes of this paragraph, any document filed electronically with the
      Commission shall be deemed furnished to the Agent.




(l)  The
      Company, the MHC and the Bank will comply, at their own expense, with all
      requirements imposed by the Commission, the OTS and the OTC Bulletin Board,
      or
      pursuant to the applicable Securities Act Regulations, OTS Regulations and
      OTC
      Bulletin Board Regulations, as from time to time in force.




(m)  The
      Company will promptly inform the Agent upon its receipt of service with respect
      to any material litigation or administrative action instituted with respect
      to
      the Offerings.




(n)  Each
      of
      the Company and the Bank will use the net proceeds received by it from the
      sale
      of the Securities in the manner specified in the Prospectus under “Use of
      Proceeds.”




(o)  The
      Company will report the use of proceeds from the Offerings on its first periodic
      report filed pursuant to Sections 13(a) and 15(d) of the Exchange Act and on
      any
      subsequent periodic reports as may be required pursuant to Rule 463 of the
      Securities Act Regulations.




(p)  The
      Company will maintain the effectiveness of the Exchange Act Registration
      Statement for not less than three years and will comply in all material respects
      with its filing obligations under the Exchange Act during such period. The
      Company will use its best efforts to effect and maintain the listing of the
      Common Stock on the OTC Bulletin Board and, once listed on the OTC Bulletin
      Board, the Company will comply with all applicable corporate governance
      standards required by the OTC Bulletin Board. The Company will file with the
      OTC
      Bulletin Board all documents and notices required by the OTC Bulletin Board
      of
      companies that have issued securities that are traded in the over-the-counter
      market and quotations for which are reported by the OTC Bulletin
      Board.




(q)  The
      Company and the Bank will take such actions and furnish such information as
      are
      reasonably requested by the Agent in order for the Agent to ensure compliance
      with Rule
      2790
      of **** the
      National Association of Securities Dealers, Inc.




(r)  Other
      than in connection with any employee benefit plan or arrangement described
      in
      the Prospectus, the Company will not, without the prior written consent of
      the
      Agent, sell or issue, contract to sell or otherwise dispose of, any shares
      of
      Common Stock other than the Securities, the shares of Common Stock issued to
      the
      MHC and the Foundation Shares for a period of 180 days following the Closing
      Time.




22




(s)  During
      the period beginning on the date hereof and ending on the later of the fifth
      anniversary of the Closing Time or the date on which the Agent receives full
      payment in satisfaction of any claim for indemnification or contribution to
      which it may be entitled pursuant to Sections 6 or 7, respectively, none of
      the
      Company, the MHC or the Bank shall, without the prior written consent of the
      Agent, take or permit to be taken any action that could result in the Bank
      Common Stock becoming subject to any security interest, mortgage, pledge, lien
      or encumbrance.




(t)  The
      Company, the MHC and the Bank will comply with the conditions imposed by or
      agreed to with the OTS in connection with its approval of the Holding Company
      and the MHC Application including the Plan.




(u)  During
      the period ending on the first anniversary of the Closing Time, the Bank will
      comply with all applicable laws and regulations necessary for the Bank to
      continue to be a “qualified thrift lender” within the meaning of 12 U.S.C.
      Section 1467a(m).




(v)  The
      Company shall not deliver the Securities until the Company, the MHC and the
      Bank
      have satisfied each condition set forth in Section 5 hereof, unless such
      condition is waived by the Agent.




(w)  The
      Company, the MHC and the Bank will furnish to Sandler O’Neill as early as
      practicable prior to the Closing Date, but no later than two (2) full business
      days prior thereto, a copy of the latest available unaudited interim financial
      statements of the Company which have been read by Shatswell, MacLeod Company,
      P.C., as stated in their letters to be furnished pursuant to subsections (f)
      and
      (g) of Section 5 hereof.




( x)  During
      the period in which the Prospectus is required to be delivered, each of the
      Company, the MHC and the Bank will conduct its business in compliance in all
      material respects with all applicable federal and state laws, rules,
      regulations, decisions, directives and orders, including all decisions,
      directives and orders of the Commission, the OTC Bulletin Board and the
      OTS.




(y)  The
      Bank
      will not amend the Plan in any manner that would affect the sale of the
      Securities or the terms of this Agreement without the consent of the
      Agent.




(z)  The
      Company, the MHC and the Bank will not, prior to the Closing Time, incur any
      liability or obligation, direct or contingent, or enter into any material
      transaction, other than in the ordinary course of business consistent with
      past
      practice, except as contemplated by the Prospectus.




(aa)  The
      Company, the MHC and the Bank will use all reasonable efforts to comply with,
      or
      cause to be complied with, the conditions precedent to the several obligations
      of the Agent specified in Section 5 hereof.




23




(bb)  The
      Company, the MHC and the Bank will provide the Agent with any information
      necessary to carry out the allocation of the Securities in the event of an
      oversubscription, and such information will be accurate and reliable in all
      material respects.




(cc)  The
      Company, the MHC and the Bank will notify the Agent when funds have been
      received for the minimum number of Securities set forth in the
      Prospectus.




(dd)  At
      the
      Closing Time, (i) the Company, the MHC and the Bank will have completed the
      conditions precedent to the Offerings and the establishment of the Foundation
      in
      accordance with the Plan, the applicable OTS Regulations and all other
      applicable laws, regulations, decisions and orders, including all material
      terms, conditions, requirements and provisions precedent to the Reorganization
      and the Offerings imposed upon the Company, the MHC or the Bank by the
      Commission, the OTS or any other regulatory authority or Blue Sky authority,
      and
      will comply with those which the regulatory authority permits to be completed
      after the Reorganization and the Offerings; and (ii) the Reorganization and
      the
      Offerings and the establishment of the Foundation will have been effected in
      the
      manner described in the Prospectus and in accordance with the Plan, the OTS
      Regulations and all other applicable material laws, regulations, decisions
      and
      orders, including in compliance with all terms, conditions, requirements and
      provisions precedent to the Reorganization and the Offerings imposed upon the
      Company, the MHC and the Bank by the Commission, the OTS, the FDIC or any other
      regulatory or Blue Sky authority.




(ee)  The
      Company, the MHC and the Bank will use their best efforts to cause the
      Foundation to timely file with the Internal Revenue Service a request to be
      recognized as an exempt organization under Section 501(c)(3) of the Internal
      Revenue Code and will not take any action which may reasonably be expected
      to
      result in the loss of such status by the Foundation.




**SECTION
      4.**  **Payment
      of Expenses** **.** The
      Company, the MHC and the Bank jointly and severally agree to pay all expenses
      incident to the performance of their obligations under this Agreement, including
      but not limited to (i) the cost of obtaining all securities and bank regulatory
      approvals ,
      (ii)
      the preparation, printing and filing of the Registration Statement and the
      Plan
      as originally filed and of each amendment thereto, (iii) the preparation,
      issuance and delivery of the certificates for the Securities purchased in the
      Offerings, (iv) the fees and disbursements of the Company’s, the MHC’s and the
      Bank’s counsel, conversion **** agent,
      accountants, appraiser and other advisors, (v) the qualification of the
      Securities under securities laws in accordance with the provisions of Section
      3(f) hereof, including filing fees and the fees and disbursements of counsel
      in
      connection therewith and in connection with the preparation of the Blue Sky
      Survey, (vi) the printing and delivery to the Agent of copies of the
      Registration Statement as originally filed and of each amendment thereto and
      the
      printing and delivery of the Prospectus and any amendments or supplements
      thereto to the purchasers in the Offerings and the Agent (in such quantities
      as
      the Agent shall reasonably request), (vii) the printing and delivery to the
      Agent of copies of a Blue Sky Survey, and (viii) the fees and expenses incurred
      in connection with the listing of the Securities on the OTC Bulletin Board.
      In
      the event the Agent incurs any such fees and expenses on behalf of the Company,
      the MHC or the Bank, the Bank will reimburse the Agent for such fees and
      expenses whether or not the Offerings are consummated; *provided,
      however,* that the
      Agent shall not incur any substantial expenses on behalf of the Company, the
      MHC
      or the Bank pursuant to this Section without the prior approval of the
      Bank.




24




The
      Company, the MHC and the Bank jointly and severally agree to pay certain
      expenses incident to the performance of the Agent’s obligations under this
      Agreement, regardless of whether the Offerings are consummated, including (i)
      the filing fees paid or incurred by the Agent in connection with all filings
      with the FINRA, and (ii) all reasonable out-of-pocket expenses up to $65,000
      incurred by the Agent relating to the Offerings, including without limitation,
      fees and expenses of the Agent’s counsel, advertising, promotional, syndication
      and travel expenses; provided, however, that the Agent shall document such
      expenses to the reasonable satisfaction of the Company. All fees and expenses
      to
      which the Agent is entitled to reimbursement under this paragraph of this
      Section 4 shall be due and payable upon receipt by the Company, the MHC or
      the
      Bank of a written accounting therefor setting forth in reasonable detail the
      expenses incurred by the Agent.




**SECTION
      5.**  **Conditions
      of Agent** **’** **s
      Obligations.** The
      Company, the MHC, the Bank and the Agent agree that the issuance and the sale
      of
      Securities and all obligations of the Agent hereunder are subject to the
      accuracy of the representations and warranties of the Company, the MHC and
      the
      Bank herein contained as of the date hereof and the Closing Time, to the
      accuracy of the statements of officers and directors of the Company, the MHC
      and
      the Bank made pursuant to the provisions hereof, to the performance by the
      Company, the MHC and the Bank of their obligations hereunder, and to the
      following further conditions:




(a)  No
      stop
      order suspending the effectiveness of the Registration Statement shall have
      been
      issued under the Securities Act or proceedings therefor initiated or threatened
      by the Commission, no order suspending the Offerings or authorization for final
      use of the Prospectus shall have been issued or proceedings therefor initiated
      or threatened by the Commission or the OTS, and no order suspending the sale
      of
      the Securities in any jurisdiction shall have been issued.




(b)  At
      Closing Time, the Agent shall have received:




(1)  The
      favorable opinion, dated as of Closing Time, of Muldoon Murphy Aguggia LLP,
      counsel for the Company, the MHC and the Bank, in form and substance
      satisfactory to counsel for the Agent, as set forth in **Exhibit
      A.**




(2)  The
      favorable opinion, dated as of Closing Time, of Luse Gorman Pomerenk &
Schick, P.C., counsel for the Agent, with respect to the matters set forth
      in **Exhibit
      B.**




(3)  In
      addition to giving their opinions required by subsections (b)(l) and (b)(2),
      respectively, of this Section, Muldoon Murphy & Aguggia LLP and Luse Gorman
      Pomerenk & Schick, P.C. shall each additionally state that nothing has come
      to their attention that would lead them to believe that the Registration
      Statement (except for financial statements and schedules and other financial
      or
      statistical data included therein, as to which counsel need make no statement),
      at the time it became effective, or that the General Disclosure Package as
      of
      the Applicable Time, contained an untrue statement of a material fact or omitted
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading or that the Prospectus (except for financial
      statements and schedules and other financial or statistical data included
      therein, as to which counsel need make no statement), at the time the
      Registration Statement became effective or at Closing Time, included or includes
      an untrue statement of a material fact or omitted or omits to state a material
      fact necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.




25




(c)  At
      Closing Time referred to in Section 2, the Company, the MHC and the Bank shall
      have completed in all material respects the conditions precedent to the
      Reorganization and the Offerings in accordance with the Plan, the applicable
      OTS
      Regulations and all other applicable laws, regulations, decisions and orders,
      including all terms, conditions, requirements and provisions precedent to the
      Reorganization and the Offerings imposed upon the Company, the MHC or the Bank
      by the OTS, or any other regulatory authority other than those which the OTS
      permits to be completed after the Reorganization and the Offerings.




(d)  At
      Closing Time, there shall not have been, since the November 9, 2007 or since
      the
      respective dates as of which information is given in the Registration Statement
      and the Prospectus, any material adverse change in the financial condition,
      results of operations, business affairs or prospects of the Company, the MHC,
      the Bank and the Subsidiary, considered as one enterprise, whether or not
      arising in the ordinary course of business consistent with past practice, and
      the Agent shall have received a certificate of the President and Chief Executive
      Officer of the Company, of the MHC and of the Bank and the chief financial
      or
      chief accounting officer of the Company, of the MHC and of the Bank, dated
      as of
      Closing Time, to the effect that (i) there has been no such material adverse
      change, (ii) there shall have been no material transaction entered into by
      the
      Company, the MHC or the Bank from the latest date as of which the financial
      condition of the Company, the MHC or the Bank, as set forth in the Registration
      Statement and the Prospectus other than transactions referred to or contemplated
      therein and transactions in the ordinary course of business consistent with
      past
      practice, (iii) neither the Company, the MHC nor the Bank shall have received
      from the OTS any order or direction (oral or written) to make any material
      change in the method of conducting its business with which it has not complied
      (which order or direction, if any, shall have been disclosed in writing to
      the
      Agent) or which materially and adversely would affect the business, financial
      condition, results of operations or prospects of the Company, the MHC or the
      Bank, considered as one enterprise, (iv) the representations and warranties
      in
      Section 1 hereof are true and correct with the same force and effect as though
      expressly made at and as of the Closing Time, (v) each of the Company, the
      MHC
      and the Bank have complied with all agreements and satisfied all conditions
      on
      their part to be performed or satisfied at or prior to Closing Time, (vi) no
      stop order suspending the effectiveness of the Registration Statement has been
      issued and no proceedings for that purpose have been initiated or, to the best
      of their knowledge after due inquiry, threatened by the Commission, and (vii)
      no
      order suspending the Subscription and Community Offering or Syndicated Community
      Offering or the authorization for final use of the Prospectus has been issued
      and no proceedings for that purpose have been initiated, or to the best of
      their
      knowledge after due inquiry, threatened by the OTS and no person has sought
      to
      obtain regulatory or judicial review of the action of the OTS in approving
      the
      Plan in accordance with the OTS Regulations nor has any person sought to obtain
      regulatory or judicial review of the action of the OTS in approving the
      Plan.




26




(e)  At
      the
      Closing Time, the Agent shall have received a certificate of the Chief Executive
      Officer and President of the Company, of the MHC and of the Bank and the Chief
      Financial Officer of the Company, of the MHC and of the Bank, dated as of
      Closing Time, to the effect that (i) they have reviewed the contents of the
      Registration Statement and the Prospectus; (ii) based on each of their
      knowledge, the Registration Statement and the Prospectus do not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements made therein, in light of the circumstances
      under which such statements were made, not misleading; and (iii) based on each
      of their knowledge, the financial statements and other financial information
      included in the Registration Statement and the Prospectus fairly present the
      financial condition and results of operations of the Bank and the Subsidiary
      as
      of and for the dates and periods covered by the Registration Statement and
      the
      Prospectus.




(f)  At
      the
      time of the execution of this Agreement, the Agent shall have received from
      Shatswell, MacLeod & Company, P.C. a letter dated such date, in form and
      substance satisfactory to the Agent, to the effect that: (i) they are
      independent public accountants with respect to the Company, the MHC, the Bank
      and the Subsidiary within the meaning of the Code of Ethics of the AICPA, the
      Securities Act and the Securities Act Regulations and the OTS Regulations,
      the y are
      registered with the PCAOB ,
      and
      they are not in violation of the auditor independence requirements of the
      Sarbanes-Oxley Act; (ii) it is their opinion that the financial statements
      and
      supporting schedules included in the Registration Statement and covered by
      their
      opinions therein comply as to form in all material respects with the applicable
      accounting requirements of the Securities Act and the Securities Act
      Regulations; (iii) based upon limited procedures as agreed upon by the Agent
      and
      Shatswell, MacLeod & Company, P.C. set forth in detail in such letter,
      nothing has come to their attention which causes them to believe that (A) the
      unaudited financial statements and supporting schedules of the Bank included
      in
      the Registration Statement do not comply as to form in all material respects
      with the applicable accounting requirements of the Securities Act, the
      Securities Act Regulations and the OTS Regulations or are not presented in
      conformity with generally accepted accounting principles applied on a basis
      substantially consistent with that of the audited financial statements included
      in the Registration Statement and the Prospectus, (B) the unaudited amounts
      of
      net interest income and net income set forth under “Selected Financial and Other
      Data” in the Registration Statement and Prospectus do not agree with the amounts
      set forth in unaudited financial statements as of and for the dates and periods
      presented under such captions or such amounts were not determined on a basis
      substantially consistent with that used in determining the corresponding amounts
      in the audited financial statements included in the Registration Statement,
      (C)
      at a specified date not more than five (5) business days prior to the date
      of
      this Agreement, there has been any increase in the long-term or short-term
      debt
      of the Bank or any decrease in total assets, the allowance for loan losses,
      total deposits or net worth of the Bank, in each case as compared with the
      amounts shown in the statements of financial conditions included in the
      Registration Statement or, (D) during the period from June 30, 2007 to a
      specified date not more than five (5) business days prior to the date of this
      Agreement, there were any decreases, as compared with the corresponding period
      in the preceding fiscal year, in total interest income, net interest income,
      net
      interest income after provision for loan losses, income before income tax
      expense or net income of the Bank, except in all instances for increases or
      decreases which the Registration Statement and the Prospectus disclose have
      occurred or may occur; and (iv) in addition to the examination referred to
      in
      their opinions and the limited procedures referred to in clause (iii) above,
      they have carried out certain specified procedures, not constituting an audit,
      with respect to certain amounts, percentages and financial information which
      are
      included in the Registration Statement and Prospectus and which are specified
      by
      the Agent, and have found such amounts, percentages and financial information
      to
      be in agreement with the relevant accounting, financial and other records of
      the
      Company, the MHC and the Bank identified in such letter.




27




(g)  At
      Closing Time, the Agent shall have received from Shatswell, MacLeod &
Company, P.C. a letter, dated as of Closing Time, to the effect that they
      reaffirm the statements made in the letter furnished pursuant to subsection
      (f)
      of this Section, except that the specified date referred to shall be a date
      not
      more than five (5) days prior to Closing Time.




(h)  At
      Closing Time, the Securities shall have been approved for quotation on the
      OTC
      Bulletin Board upon notice of issuance.




(i)  At
      Closing Time, the Agent shall have received a letter from the Appraiser, dated
      as of the Closing Time, confirming its appraisal.




(j)  At
      Closing Time, counsel for the Agent shall have been furnished with such
      documents and opinions as they may require for the purpose of enabling them
      to
      pass upon the issuance and sale of the Securities and the Foundation Shares
      as
      herein contemplated and related proceedings, or in order to evidence the
      accuracy of any of the representations or warranties, or the fulfillment of
      any
      of the conditions, herein contained; and all proceedings taken by the Company
      in
      connection with the issuance and sale of the Securities and the Foundation
      Shares as herein contemplated shall be satisfactory in form and substance to
      the
      Agent and counsel for the Agent.




(k)  At
      any
      time prior to Closing Time, (i) there shall not have occurred any material
      adverse change in the financial markets in the United States or elsewhere or
      any
      outbreak of hostilities or escalation thereof or other calamity or crisis the
      effect of which, in the judgment of the Agent, is so material and adverse as
      to
      make it impracticable to market the Securities or to enforce contracts,
      including subscriptions or orders, for the sale of the Securities, and (ii)
      trading generally on either the American Stock Exchange, the New York Stock
      Exchange or the Nasdaq Stock Market shall not have been suspended, and minimum
      or maximum prices for trading shall not have been fixed, or maximum ranges
      for
      prices for securities have been required, by either of said Exchanges or by
      order of the Commission or any other governmental authority, and a banking
      moratorium shall not have been declared by either Federal, New Hampshire or
      New
      York authorities.




**SECTION
      6.**  **Indemnification** **.**




(a)  The
      Company, the MHC and the Bank, jointly and severally, agree to indemnify and
      hold harmless the Agent, each person, if any, who controls the Agent, within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
      and its respective partners, directors, officers, employees and agents as
      follows:




28




(i)  from
      and
      against any and all loss, liability, claim, damage and expense whatsoever,
      as
      incurred, related to or arising out of the Offerings (including the
      establishment of the Foundation and the contribution of the Foundation Shares
      thereto by the Company) or any action taken by the Agent where acting as agent
      of the Company, the MHC or the Bank or otherwise as described in Section 2
      hereof provided, however, that this indemnity agreement shall not apply to
      any
      loss, liability, claim, damage or expense found in a final judgment by a court
      of competent jurisdiction to have resulted primarily from the bad faith, willful
      misconduct or gross negligence of the Agent;




(ii)  from
      and
      against any and all loss, liability, claim, damage and expense whatsoever,
      as
      incurred, based upon or arising out of any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement (or any
      amendment thereto), or the omission or alleged omission therefrom of a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading or arising out of any untrue statement or alleged untrue
      statement of a material fact contained in the Prospectus (or any amendment
      or
      supplement thereto) or any Issuer-Represented Free Writing Prospectus, or the
      omission or alleged omission therefrom of a material fact necessary in order
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading;




(iii)  from
      and
      against any and all loss, liability, claim, damage and expense whatsoever,
      as
      incurred, to the extent of the aggregate amount paid in settlement of any
      litigation, or any investigation or proceeding by any governmental agency or
      body, commenced or threatened, or of any claim whatsoever described in clauses
      (i) or (ii) above, if such settlement is effected with the written consent
      of
      the Company, the MHC or the Bank, which consent shall not be unreasonably
      withheld; and




(iv)  from
      and
      against any and all expense whatsoever, as incurred (including, subject to
      Section 6(c) hereof, the fees and disbursements of counsel chosen by the Agent),
      reasonably incurred in investigating, preparing or defending against any
      litigation, or any investigation, proceeding or inquiry by any governmental
      agency or body, commenced or threatened, or any claim pending or threatened
      whatsoever described in clauses (i) or (ii) above, to the extent that any such
      expense is not paid under clause (i), (ii) or (iii) above;




*provided,
      however* ,
      that
      the indemnification provided for in this paragraph (a) shall not apply to any
      loss, liability, claim, damage or expense to the extent arising out of any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Prospectus (or any amendment or supplement thereto) or any Issuer-Represented
      Free Writing Prospectus, or the omission or alleged omission therefrom of a
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading which was made
      in
      reliance upon and in conformity with the Agent Information. Notwithstanding the foregoing, the indemnification provided for in this
      paragraph (a) shall not apply to the Bank to the extent that such
      indemnification of the Bank would constitute a covered transaction under Section
      23A of the Federal Reserve Act, as amended.




29




(b)  The
      Agent
      agrees to indemnify and hold harmless the Company, the MHC and the Bank, their
      directors, each of their officers who signed the Registration Statement, and
      each person, if any, who controls the Company within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act against any and all
      loss, liability, claim, damage and expense described in the indemnity contained
      in subsection (a) of this Section, as incurred, but only with respect to untrue
      statements or omissions, or alleged untrue statements or omissions, of a
      material fact made in the Prospectus (or any amendment or supplement thereto)
      or
      any Issuer-Represented Free Writing Prospectus, in reliance upon and in
      conformity with the Agent Information.




(c)  Each
      indemnified party shall give notice as promptly as reasonably practicable to
      each indemnifying party of any action commenced against it in respect of which
      indemnity may be sought hereunder, but failure to so notify an indemnifying
      party shall not relieve such indemnifying party from any liability which it
      may
      have otherwise than on account of this indemnity agreement. An indemnifying
      party may participate at its own expense in the defense of any such action.
      In
      no event shall the indemnifying parties be liable for fees and expenses of
      more
      than one counsel (in addition to no more than one local counsel in each separate
      jurisdiction in which any action or proceeding is commenced) separate from
      their
      own counsel for all indemnified parties in connection with any one action or
      separate but similar or related actions in the same jurisdiction arising out
      of
      the same general allegations or circumstances.




(d)  The
      Company, the MHC and the Bank also agree that the Agent shall not have any
      liability (whether direct or indirect, in contract or tort or otherwise) to
      the
      MHC and its members, the Bank, the Company’s, the MHC’s or the Bank’s creditors
      relating to or arising out of the engagement of the Agent pursuant to, or the
      performance by the Agent of the services contemplated by, this Agreement, except
      to the extent that any liability is found in a final judgment by a court of
      competent jurisdiction to have resulted primarily from the Agent’s bad faith,
      willful misconduct or gross negligence.




(e)  In
      addition to, and without limiting, the provisions of Section (6)(a)(iv) hereof,
      in the event that the Agent, any person, if any, who controls the Agent within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act or any of its partners, directors, officers, employees or agents is
      requested or required to appear as a witness or otherwise gives testimony in
      any
      action, proceeding, investigation or inquiry brought by or on behalf of or
      against the Company, the MHC, the Bank, the Agent or any of its respective
      affiliates or any participant in the transactions contemplated hereby in which
      the Agent or such person or agent is not named as a defendant, the Company,
      the
      MHC, and the Bank, jointly and severally, agree to reimburse the Agent and
      its
      partners, directors, officers, employees or agents for all reasonable and
      necessary out-of-pocket expenses incurred by them in connection with preparing
      or appearing as a witness or otherwise giving testimony and to compensate the
      Agent and its partners, directors, officers, employees or agents in an amount
      to
      be mutually agreed upon.




**SECTION
      7.**  **Contribution.** In order
      to provide for just and equitable contribution in circumstances in which the
      indemnity agreement provided for in Section 6 hereof is for any reason held
      to
      be unenforceable by the indemnified parties although applicable in accordance
      with its terms, the Company, the MHC, the Bank, and the Agent shall contribute
      to the aggregate losses, liabilities, claims, damages and expenses of the nature
      contemplated by said indemnity agreement incurred by the Company, the MHC or
      the
      Bank and the Agent, as incurred, in such proportions (i) that the Agent is
      responsible for that portion represented by the percentage that the maximum
      aggregate marketing fees appearing on the cover page of the Prospectus bears
      to
      the maximum aggregate gross proceeds appearing thereon and the Company, the
      MHC
      and the Bank are jointly and severally responsible for the balance or (ii)
      if,
      but only if, the allocation provided for in clause (i) is for any reason held
      unenforceable, in such proportion as is appropriate to reflect not only the
      relative benefits to the Company, the MHC and the Bank on the one hand and
      the
      Agent on the other, as reflected in clause (i), but also the relative fault
      of
      the Company, the MHC and the Bank on the one hand and the Agent on the other,
      as
      well as any other relevant equitable considerations; *provided,
      however* ,
      that no
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation. For purposes of this
      Section, each person, if any, who controls the Agent within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
      the same rights to contribution as the Agent, and each director of the Company,
      the MHC and the Bank, each officer of the Company who signed the Registration
      Statement, and each person, if any, who controls the Company, the MHC or the
      Bank within the meaning of Section 15 of the Securities Act or Section 20 of
      the
      Exchange Act shall have the same rights to contribution as the Company, the
      MHC
      and the Bank. Notwithstanding anything to the contrary set forth herein, to
      the
      extent permitted by applicable law, in no event shall the Agent be required
      to
      contribute an aggregate amount in excess of the aggregate marketing fees to
      which the Agent is entitled and actually paid pursuant to this
      Agreement.




30




**SECTION
      8.**  **Representations,
      Warranties and Agreements to Survive Delivery.** All
      representations, warranties and agreements contained in this Agreement, or
      contained in certificates of officers of the Company, the MHC or the Bank
      submitted pursuant hereto, shall remain operative and in full force and effect,
      regardless of any investigation made by or on behalf of the Agent or any
      controlling person, or by or on behalf of the Company, and shall survive
      delivery of the Securities and the issuance of the Foundation
      Shares.




**SECTION
      9.**  **Termination
      of Agreement.**




(a)  The
      Agent
      may terminate this Agreement, by notice to the Company, at any time at or prior
      to Closing Time (i) if there has been, since the date of this Agreement or
      since
      the respective dates as of which information is given in the Registration
      Statement, any material adverse change in the financial condition, results
      of
      operations, business affairs or prospects of the Company, the MHC or the Bank,
      considered as one enterprise, whether or not arising in the ordinary course
      of
      business, (ii) if there has occurred any material adverse change in the
      financial markets in the United States or elsewhere or any outbreak of
      hostilities or escalation thereof or other calamity or crisis the effect of
      which, in the judgment of the Agent, is so material and adverse as to make
      it
      impracticable to market the Securities or to enforce contracts, including
      subscriptions or orders, for the sale of the Securities, (iii) if trading
      generally on the OTC Bulletin Board, the American Stock Exchange or the New
      York
      Stock Exchange has been suspended, or minimum or maximum prices for trading
      have
      been fixed, or maximum ranges for prices for securities have been required,
      by
      either of said Exchanges or by order of the Commission or any other governmental
      authority, or if a banking moratorium has been declared by either Federal,
      New
      Hampshire or New York authorities, (iv) if any condition specified in Section
      5
      shall not have been fulfilled when and as required to be fulfilled; (v) if
      there
      shall have been such material adverse changes in the condition or prospects
      of
      the Company, the MHC or the Bank or the prospective market for the Company’s
      Securities as in the Agent’s good faith opinion would make it inadvisable to
      proceed with the offering, sale or delivery of the Securities; (vi) if, in
      the
      Agent’s good faith opinion, the price for the Securities established by the
      Appraiser is not reasonable or equitable under then prevailing market
      conditions, or (vii) if the Offerings are not consummated on or prior to June
      30, 2008.




31




(b)  If
      this
      Agreement is terminated pursuant to this Section, such termination shall be
      without liability of any party to any other party except as provided in Sections
      2 and 4 hereof relating to the reimbursement of expenses and except that the
      provisions of Sections 6 and 7 hereof shall survive any termination of this
      Agreement.




**SECTION
      10.** **Notices** **.** All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication. Notices to the Agent shall be directed to the Agent at 919
      Third Avenue, 6 th Floor,
      New York, New York 10022, attention of General Counsel, with a copy to  Luse
      Gorman Pomerenk & Schick, P.C., 5335 Wisconsin Avenue, Suite 400,
      Washington, D.C. 20015, attention Robert B. Pomerenk; notices to the Company,
      the MHC and the Bank shall be directed to any of them at 45
      Wakefield Street, Rochester, New Hampshire 03867(with a copy to Muldoon Murphy
      & Aguggia LLP, 5101 Wisconsin Avenue, N.W., Washington, D.C. 20016,
      Attention: Lawrence M. F. Spaccasi, Esq.).




**SECTION
      11.** **Parties** .
      This
      Agreement shall inure to the benefit of and be binding upon the Agent, the
      Company, the MHC and the Bank and their respective successors. Nothing expressed
      or mentioned in this Agreement is intended or shall be construed to give any
      person, firm or corporation, other than the Agent, the Company, the MHC and
      the
      Bank and their respective successors and the controlling persons and the
      partners, officers and directors referred to in Sections 6 and 7 and their
      heirs
      and legal representatives, any legal or equitable right, remedy or claim under
      or in respect of this Agreement or any provision herein or therein contained.
      This Agreement and all conditions and provisions hereof and thereof are intended
      to be for the sole and exclusive benefit of the Agent, the Company, the MHC
      and
      the Bank and their respective successors, and said controlling persons,
      partners, officers and directors and their heirs, partners, legal
      representatives, and for the benefit of no other person, firm or
      corporation.




**SECTION
      12.** **Entire
      Agreement; Amendment.** This
      Agreement represents the entire understanding of the parties hereto with
      reference to the transactions contemplated hereby and supersedes any and all
      other oral or written agreements heretofore made, except for the engagement
      letter dated January
      26, 2007, by and
      between the Agent and the Bank, relating to the Agent’s providing conversion
      agent services to the Company and the Bank. No waiver, amendment or other
      modification of this Agreement shall be effective unless in writing and signed
      by the parties hereto.




**SECTION
      13.** **Governing
      Law and Time.** This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed in said
      State without regard to the conflicts of laws provisions thereof. Unless
      otherwise noted, specified times of day refer to Eastern time.




**SECTION
      14.** **Severability.** Any term
      or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provision shall be interpreted to be only so broad as is
      enforceable.




**SECTION
      15.** **Headings.** Sections
      headings are not to be considered part of this Agreement, are for convenience
      and reference only, and are not to be deemed to be full or accurate descriptions
      of the contents of any paragraph or subparagraph.




[The
        next
        page is the signature page]




32


If
      the
      foregoing is in accordance with your understanding of our agreement, please
      sign
      and return to the Company a counterpart hereof, whereupon this instrument,
      along
      with all counterparts, will become a binding agreement between the Agent on
      the
      one hand, and the Company, the MHC and the Bank on the other in accordance
      with
      its terms.


Very
                  truly yours,Profile
                  Bancorp, Inc.By:
              /s/
                Kevin D. MillerName:
                  Kevin D. MillerTitle:
                  Executive Vice President and Chief Financial OfficerProfile
                  Bank, FSBBy:
              /s/
                Kevin D. MillerName:
                  Kevin D. Miller.Title:
                  Executive Vice President and Chief Financial OfficerProfile
                  Bancorp MHCBy:
              /s/
                Kevin D. MillerName:
                  Kevin D. MillerTitle:
                  Executive Vice President and Chief Financial OfficerCONFIRMED
                  AND ACCEPTED,as
                  of the date first above written:SANDLER
                    O’NEILL & PARTNERS, L.P.By:
              Sandler
                O’Neill
                & Partners Corp.,the
                  sole general partnerBy:
              /s/
                Christopher S. HooperName:
                  Christopher S. HooperTitle:  
                  Authorized Signatory