Beverly Financial, Inc. Watch

from S-1/A 34 pages 4,255,000 Shares (Subject to Increase Up to 4,893,250 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Beverly Financial, Inc. (A Massachusetts Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement [ ], 2014

from S-1/A 34 pages 4,255,000 Shares (Subject to Increase Up to 4,893,250 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Beverly Financial, Inc. (A Massachusetts Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement [ ], 2014

from S-1 7 pages We Understand That the Boards of Directors of Beverly Financial, Mhc (“Mhc”) and Its Subsidiary, Beverly Cooperative Bank (The “Bank”), Are Considering the Adoption of a Plan of Conversion (The “Plan”), Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Holding Company Form, and Shares of the Common Stock (The “Common Stock”) of the Proposed New Holding Company for the Bank (The “Holding Company”) Will Be Offered and Sold to the Bank’s Eligible Account Holders in a Subscription Offering, to Members of the Bank’s Community and the Public in a Community Offering And, Under Certain Circumstances, to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). the Mhc, the Bank and the Holding Company Are Collectively Referred to Herein as the “Company” and Their Respective Boards of Directors Are Collectively Referred to Herein as the “Board.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Offering Services