FS Bancorp Inc. Watch

from 8-K 32 pages 510,638 Shares FS Bancorp, Inc. Common Stock Underwriting Agreement

from S-1/A 45 pages FS Bancorp, Inc. Up to 2,817,500 Shares (Subject to Increase Up to 3,240,125 Shares) Common Shares ($0.01 Par Value) Subscription Price $10.00 Per Share Agency Agreement , 2011

from S-1 12 pages This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc. (“Kbw”) to Act as the Financial Advisor to 1st Security Bank of Washington (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 Direct Community Offering (The Subscription Offering, the Direct 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