14,950,000 Shares (subject to increase up to 17,192,500 shares in the event of an oversubscription) DANVERS BANCORP, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) FORM OF AGENCY AGREEMENTDanvers Bancorp, Inc. • November 7th, 2007 • Savings institution, federally chartered • New York
Danvers Bancorp, Inc., a Massachusetts-chartered mutual holding company (the "MHC"), Danversbank, a Massachusetts-chartered stock savings bank (the "Bank"), and Danvers Bancorp, Inc., a Delaware corporation (the "Company"), 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 14,950,000 shares (subject to increase up to 17,192,500 shares in the event of an oversubscription) 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 are hereinafter called the "Securities." In addition, as described herein, the Company expects to contribute $350,000 in cash and a number of shares equal to 5% of the shares of Common Stock sold in the Offerings (as hereinafter defined), up to a maximum of 650,000 shares of Common Stock, to The Danversbank Charitable Foundation, Inc. (the "Foundation"), such shares hereinafter being
