Versailles Financial Corp Watch

from S-1/A 40 pages Versailles Financial Corporation Up to 575,000 Shares (Subject to Increase Up to 661,250 Shares) Common Stock ($.01 Par Value) Subscription Price $10.00 Per Share Agency Agreement , 2009

from S-1 7 pages This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc. (“Kbw”) to Act as the Exclusive Financial Advisor to Versailles Savings and Loan Company (The “Bank”) in Connection With the Bank’s Proposed Conversion From the Mutual to Stock Form of Organization Pursuant to the Bank’s Plan of Conversion (The “Conversion”), Including the Offer and Sale of Certain Shares of the Common Stock (The “Common Stock”) of a Holding Company (The “Holding Company”) to Be Formed by the Bank to Eligible Persons in a Subscription Offering, With Any Remaining Shares Offered to the General Public in a Community Offering (The Subscription Offering the Community Offering and Any Syndicated Community Offering Are Collectively Referred to Herein as the “Offerings”). in Addition, Kbw Will Act as Conversion Agent in Connection With the Offerings Pursuant to the Terms of a Separate Agreement Between the Bank and Kbw. the Bank and the Holding Company Are Collectively Referred to Herein as the “Company”. This Letter Sets Forth the Terms and Conditions of Our Engagement. 1. Advisory/Offering Services

from S-1 4 pages June 12, 2009 Versailles Savings and Loan Company 27 East Main Street Versailles, Ohio 45380 Attention: Douglas P. Ahlers President & CEO Ladies and Gentlemen