Wauwatosa Holdings, Inc. Sample Contracts

Agreement ---------
Letter Agreement • December 20th, 2006 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered
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Up to 25,300,000 Shares Waterstone Financial, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 6, 2013
Agency Agreement • November 12th, 2013 • Waterstone Financial Inc • Savings institution, federally chartered • New York
FORM OF STOCK OPTION AGREEMENT (EMPLOYEE)
Stock Option Agreement • January 9th, 2007 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered
WAUWATOSA HOLDINGS, INC. (a Wisconsin chartered stock corporation) 7,935,000 Shares (subject to increase to 9,125,250) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT August __, 2005
Agency Agreement • July 19th, 2005 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered • New York

Lamplighter Financial, MHC, a Wisconsin chartered mutual holding company (the “MHC”), Wauwatosa Holdings, Inc., a Wisconsin chartered corporation (the “Company”), and Wauwatosa Savings Bank, a Wisconsin chartered savings bank located in Wauwatosa, Wisconsin (the “Bank” or “Wauwatosa Savings”), with its deposit accounts insured by the Federal Deposit Insurance Corporation (“FDIC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”). As of the date hereof, the Company, the MHC and the Bank hereby agree as follows:

RP® FINANCIAL, LC. Financial Services Industry Consultants
Engagement Agreement • June 10th, 2005 • Wauwatosa Holdings, Inc.

This letter sets forth the agreement between Wauwatosa Savings Bank, Wauwatosa, Wisconsin (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Board of Directors in conjunction with the “Minority Stock Issuance” by a newly-chartered mid-tier stock holding company formed in conjunction with the mutual holding company reorganization (“Reorganization”) and Minority Stock Issuance. These services are described in greater detail below.

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2005 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered • Wisconsin

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this ___day of ___2005, by and between Wauwatosa Savings Bank, a Wisconsin chartered savings bank (hereinafter referred to as “Employer”), which may become a subsidiary of Wauwatosa Holdings, Inc. (the “Company”) if a Plan of Reorganization from mutual savings bank to mutual holding company adopted by the Employer’s Board of Directors on May 17, 2005, is approved by Employer’s members and applicable regulatory authorities, and Donald J. Stephens (hereinafter referred to as “Executive”).

DONALD J. STEPHENS EARLY RETIREMENT, RESIGNATION AND RELEASE AGREEMENT
Early Retirement, Resignation and Release Agreement • March 27th, 2006 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered • Wisconsin

WHEREAS, the Executive and the Bank are parties to the Wauwatosa Savings Bank Supplemental Retirement Benefit Plan, dated as of July 13, 1999 (the “SERP”), which provides the Executive with certain benefits upon termination of his employment;

Crowe Chizek and Company LLC 330 East Jefferson Boulevard Member Horwath International Post Office Box 7 South Bend, Indiana 46624-0007 Tel 574.232.3992 Fax 574.236.8692
Engagement Letter • June 10th, 2005 • Wauwatosa Holdings, Inc.

This letter confirms the arrangements for Crowe Chizek and Company LLC (“Crowe Chizek”) to provide the professional services discussed in this letter to Wauwatosa Savings Bank. The attached Crowe Chizek Engagement Terms is an integral part of this letter and its terms are incorporated herein.

FORM OF NON- QUALIFIED STOCK OPTION AGREEMENT (OUTSIDE DIRECTOR)
Non-Qualified Stock Option Agreement • January 9th, 2007 • Wauwatosa Holdings, Inc. • Savings institution, federally chartered
WAUWATOSA SAVINGS BANK SUPPLEMENTAL RETIREMENT BENEFIT PLAN
Supplemental Retirement Benefit Plan • June 10th, 2005 • Wauwatosa Holdings, Inc.

THIS PLAN is established this 13th day of July, 1999, by agreement between Wauwatosa Savings Bank, a Wisconsin-chartered savings bank (the “Bank”) and Donald J. Stephens (the “Executive”).

RP® FINANCIAL, LC. Financial Services Industry Consultants
Appraisal Services Agreement • June 10th, 2005 • Wauwatosa Holdings, Inc.

This letter sets forth the agreement between Wauwatosa Savings Bank, Wauwatosa, Wisconsin (the “Bank”), and RP® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the “Minority Stock Issuance” by a newly-chartered mid-tier stock holding company formed in conjunction with the mutual holding company reorganization (“Reorganization”) and Minority Stock Issuance. The specific appraisal services to be rendered by RP Financial are described below.

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