CONFIDENTIAL

Exhibit 1.1

CONFIDENTIAL

August 5, 2011

Mr. Edgar F. Lassahn, Jr.

Chairman

Fullerton Federal Savings Association

7527 Belair Road

Baltimore, Maryland 21236

Mr. Joseph M. Solomon

President and Chief Executive Officer

Fairmount Bancorp, Inc.

Fairmount Bank

8201 Philadelphia Road

Baltimore, Maryland 21237

Dear Messrs. Lassahn and Solomon:

Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this amended engagement letter setting forth the terms of the proposed engagement between Stifel Nicolaus and Fullerton Federal Savings Association (the “Bank”) and Fairmount (as such term is here after defined) in connection with the proposed mutual-to-stock conversion of the Bank, the simultaneous merger of the Bank into the Fairmount Bank and the concurrent sale of common stock of Fairmount Bancorp, Inc. (the “Stock Company”) (the Stock Company and Fairmount Bank are together referred herein as “Fairmount”) to eligible members of the Bank and tax qualified plans of Fairmount in a subscription offering with any remaining shares offered to members of the public in a community offering (“the Merger Conversion”). This letter hereby amends and restates the letter agreement dated May 12, 2011 by and between Fairmount, the Bank and Stifel Nicolaus.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

1600 MARKET STREET, SUITE 1210, PHILADELPHIA, PENNSYLVANIA 19103 | (215)  ###-###-#### | (215)  ###-###-#### (FAX) | WWW.STIFEL.COM

MEMBER SIPC AND NYSE

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Stifel Nicolaus is a full service brokerage and investment banking firm established in 1890. Stifel Nicolaus is a registered broker-dealer with the Securities and Exchange Commission, and is a member of the New York Stock Exchange, Inc., Financial Industry Regulatory Authority (“FINRA”), the Securities Industry and Financial Markets Association and the Securities Investor Protection Corporation. Stifel Nicolaus has built a national reputation as a leading full service investment bank to both public and private financial institutions.

The Bank will effect the Merger Conversion by undergoing a series of transactions and by the Stock Company selling shares of its common stock in subscription and community offerings (the Bank, Fairmount Bank and the Stock Company are together referred to herein as the “Companies”) The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering (collectively the “Offering”). In connection therewith, the Bank’s and Fairmount Bank’s Board of Directors plan to adopt a plan of conversion merger (the “Plan”). Stifel Nicolaus will act as conversion advisor to the Companies with respect to the Merger Conversion, and as marketing agent on a best-efforts basis with respect to the Offering. Specific terms of services shall be set forth in an agency agreement, in the case of the subscription and community offering (together, the “Definitive Agreement”) between Stifel Nicolaus and the Companies. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by Stifel Nicolaus and the Companies.

Stifel Nicolaus will provide and coordinate certain advisory, administrative and marketing services in connection with the Bank’s Merger Conversion and Offering as outlined below.

a. Advisory Services - Stifel Nicolaus will work with the Companies and their counsel to evaluate financial, marketing and regulatory issues.

Our advisory responsibilities include:

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b. Administrative Services and Stock Information Center Management - Stifel Nicolaus will manage substantially all aspects of the stock offering and customer voting processes.

The Stock Information Center (as defined above) serves as the “command center” during a stock offering. Stifel Nicolaus staff will train and supervise the staff that the Companies assign to the Center to help record stock orders, answer customer inquiries, place vote solicitation calls and participate in other activities of the Center.

Our administrative services include:

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c. Securities Marketing Services - Stifel Nicolaus uses various sales techniques including direct mail, advertising, community investor meetings and telephone solicitation, subject to applicable securities laws.

Our securities marketing services include:

For its services hereunder, Fairmount will pay to Stifel Nicolaus the following compensation:

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The above compensation, less the amount of advance payments described in subparagraph a. above, is to be paid to Stifel Nicolaus at the closing of the Offering.

If (i) the Plan is abandoned or terminated by the Bank and Fairmount Bank or the Merger Conversion is terminated by Fairmount prior to consummation of the Offering; (ii) the Offering is not consummated by March 31, 2012; (iii) Stifel Nicolaus terminates this relationship because there has been a material adverse change in the financial condition or operations of the Companies since December 31, 2010; or (iv) immediately prior to commencement of the Offering, Stifel Nicolaus terminates this relationship because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the offering document or other disclosure documents or market conditions exist which might render the sale of the Common Stock inadvisable, Stifel Nicolaus shall not be entitled to the compensation set forth in subparagraph 4.b above, but in addition to reimbursement of its reasonable out-of-pocket expenses as set forth in paragraph 6 below, Stifel Nicolaus shall be entitled to retain its fee in subparagraph 4.a above for its conversion and proxy solicitation advisory and administrative services.

The Companies and their counsel will complete, file with the appropriate regulatory authorities and, as appropriate, amend from time to time, the information to be contained in the Companies’ applications to banking and securities regulators and any related exhibits thereto. In this regard, the Companies’ and their counsel will prepare offering documents relating to the offering of the Common Stock in conformance with applicable rules and regulations. As Fairmount’s financial advisor, Stifel Nicolaus will, in conjunction with its counsel, conduct an examination of the relevant documents and records of the Companies and will make such other reasonable investigations as deemed necessary and appropriate under the circumstances. The Companies agree to make all documents, records and other information deemed necessary by Stifel Nicolaus, or its counsel, available to them upon reasonable notice. Stifel Nicolaus’ counsel will prepare, subject to the approval of Companies’ counsel, the Definitive Agreement. Stifel Nicolaus’ counsel will be selected by Stifel Nicolaus.

The Companies will bear all of its expenses in connection with the Merger Conversion and the Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Companies’ attorney fees; FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other community offering costs; and all costs of operating the Center, including hiring temporary personnel, if necessary. In the event Stifel Nicolaus incurs such expenses on behalf of the Companies, Fairmount shall reimburse Stifel Nicolaus for such reasonable fees and expenses regardless of whether the Merger

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Conversion and Offering are successfully completed. Stifel Nicolaus will not incur actual accountable reimbursable out-of-pocket expenses in excess of $10,000 in the subscription and community offerings.

Fairmount also agrees to reimburse Stifel Nicolaus for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Stifel Nicolaus in connection with the services contemplated hereunder. In the subscription and community offering, Stifel Nicolaus will not incur legal fees (including the out-of-pocket expenses of counsel) in excess of $32,000. Not later than two days before closing, Stifel Nicolaus will provide Fairmount with a detailed accounting of all reimbursable expenses of Stifel Nicolaus and its counsel to be paid at closing.

To the extent required by applicable state law, Stifel Nicolaus and Fairmount must obtain or confirm exemptions, qualifications or registration of the Common Stock under applicable state securities laws and FINRA policies. The cost of such legal work and related state filing fees will be paid by Fairmount to the law firm furnishing such legal work. Fairmount will instruct the counsel performing such services to prepare a Blue Sky memorandum related to the Offering including Stifel Nicolaus’ participation therein and shall furnish Stifel Nicolaus a copy thereof, regarding which such counsel shall state Stifel Nicolaus may rely.

Pursuant to separate agreements by and between the Companies and Stifel Nicolaus and in connection with the Merger Conversion and Offering, Stifel Nicolaus shall serve as financial advisor to Fairmount and information agent for the Companies and financial advisor to Fairmount in connection with the proposed acquisition of the Bank under a separate engagement . Each of the Companies has received full disclosure of, and hereby waives, any conflict of interest that may result from Stifel Nicolaus both acting as Fairmount’s financial advisor in connection with the proposed acquisition of the Bank and serving as conversion advisor and marketing and information agent to the Companies in connection with the Merger Conversion and the Offering.

The Definitive Agreement will provide for indemnification of the type usually found in underwriting agreements as to certain liabilities, including liabilities under the Securities Act of 1933. The Companies also agree to defend, indemnify and hold harmless Stifel Nicolaus and its officers, directors, employees and agents against all claims, losses, actions, judgments, damages or expenses, including but not limited to reasonable attorney fees, arising solely out of the engagement described herein, except that such indemnification shall not apply to Stifel Nicolaus’ own bad faith, willful misconduct or gross negligence.

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Except as contemplated by the terms hereof or as required by applicable law, Stifel Nicolaus shall keep confidential all material non-public information provided to it by the Companies (“Confidential Information”), and shall not disclose such Confidential Information to any third party, other than such of its employees and advisors as Stifel Nicolaus determines to have a need to know. For purposes of this Agreement, the term “Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a breach by Stifel Nicolaus of this provision; (ii) was within Stifel Nicolaus’ possession prior to its disclosure to Stifel Nicolaus by the Companies; or (iii) becomes available to Stifel Nicolaus on a non-confidential basis from a source other than the Companies; provided that, with respect to clauses (ii) and (iii) above, the source of such information was not bound by a confidentiality agreement with (or other obligation of confidentiality to) the Companies. In addition, Stifel Nicolaus shall be entitled to disclose Confidential Information as required or requested pursuant to law, court order, subpoena, interrogatories, requests for information or documents in legal or regulatory proceedings, civil investigative demand or other legal, administrative or regulatory process. Confidential Information or data about the Companies will only be made available to a potential party to a transaction with the Companies upon such party’s execution of a confidentiality agreement prepared by Stifel Nicolaus and in a form reasonably acceptable to the Companies.

Stifel Nicolaus has an obligation to file certain documents and to make certain representations to the Financial Industry Regulatory Authority in connection with the Offering. Fairmount agrees to cooperate with Stifel Nicolaus and provide such information as may be necessary for Stifel Nicolaus to comply with all FINRA requirements applicable to its participation in the Offering. Stifel Nicolaus is and will remain through completion of the Offering a member in a good standing of the FINRA and will comply with all applicable FINRA requirements.

Except as set forth below, this engagement letter is merely a statement of intent. While Stifel Nicolaus and the Companies agree in principle to the contents hereof and propose to proceed promptly and in good faith to work out the arrangements with respect to the Offering, any legal obligations between Stifel Nicolaus and the Company shall be only: (i) those set forth herein in paragraphs 2, 3 and 4 regarding services and payments; (ii) those set forth in paragraph 6 regarding reimbursement for certain expenses; (iii) those set forth in paragraph 9 regarding indemnification; (iv) those set forth in paragraph 10 regarding confidentiality; and (v) as set forth in a duly negotiated and executed Definitive Agreement.

The obligation of Stifel Nicolaus to enter into the Definitive Agreement shall be subject to there being, in Stifel Nicolaus’ opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors: (i) no material adverse change in the condition or operation of

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the Companies; (ii) satisfactory disclosure of all relevant information in the offering disclosure documents and a determination that the sale of stock is reasonable given such disclosures; (iii) no market conditions which might render the sale of the shares by Fairmount hereby contemplated inadvisable to Fairmount; (iv) agreement that the pro forma market value established by the independent appraiser is reasonable in the then-prevailing market conditions, and (v) approval of Stifel Nicolaus’ internal Commitment Committee.

The Companies acknowledge and agree that they are sophisticated business enterprises and that Stifel Nicolaus has been retained pursuant to this engagement letter to act as financial advisor to the Companies solely with respect to the matters set forth herein. In such capacity, Stifel Nicolaus will act as an independent contractor, and any duties of Stifel Nicolaus arising out of this engagement pursuant to this letter shall be contractual in nature and shall be owed solely to the Companies. Each party disclaims any intention to impose any fiduciary duty on the other.

This engagement letter shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts executed and to be wholly performed therein without giving effects to its conflicts of laws principles or rules. Any dispute here under shall be brought in a court in the State of Maryland.

BOTH STIFEL NICOLAUS AND THE COMPANIES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

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Please acknowledge your agreement to the foregoing by signing in the place provided below and returning one copy of this letter to our office. We look forward to working with you.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

Accepted and Agreed to This      Day of                     , 2011

FAIRMOUNT BANCORP, INC.

FAIRMOUNT BANK

Accepted and Agreed to This      Day of                     , 2011

FULLERTON FEDERAL SAVINGS ASSOCIATION

Accepted and Agreed to This      Day of                     , 2011