Alliance Bancorp Inc of Pennsylvania – Underwriting Agreements Watch

from S-1/A 41 pages Up to 2,445,223 Shares (Subject to Increase to Up to 2,812,006 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Alliance Bancorp, Inc. of Pennsylvania (A Federal Stock Holding Company) Common Stock (Par Value $.01 Per Share) Agency Agreement November ___, 2006

from S-1 7 pages We Understand That Greater Delaware Valley Holdings, a Mutual Company (The “Mhc”) and Greater Delaware Valley Savings Bank D/B/a Alliance Bank (The “Bank”) Have Determined to Undertake a Reorganization Pursuant to Which a Mid-Tier Holding Company (The “Holding Company”) Will Be Created and All of the Shares of the Bank Currently Outstanding Will Be Exchanged for Shares of the Holding Company. Concurrently With the Reorganization, the Holding Company Intends to Offer and Sell Certain Shares of Its Common Stock to the Bank’s Eligible Account Holders in a Subscription Offering, to Members of the Bank’s Community in a Direct Community Offering And, Under Certain Circumstances, to the General Public in a Syndicated Community Offering (Collectively, the “Offerings”) Pursuant to the Terms of a Plan of Stock Issuance to Be Adopted by the Boards of Directors of the Mhc, the Holding Company and the Bank (The “Plan”). the Mhc, the Holding Company and the Bank Are Sometimes Collectively Referred to as the “Company.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offerings and This Letter Is to Confirm the Terms and Conditions of Our Engagement. Marketing Agent Services