FORM OF AGENCY AGREEMENT

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                                   EXHIBIT 1.2

                            FORM OF AGENCY AGREEMENT

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                                2,645,682 Shares
                   (subject to increase up to 3,042,563 shares
               in the event of an increase in the pro forma market
                      value of the Company's Common Stock)

                            (a Missouri corporation)

                                  Common Stock
                           (par value $0.01 per share)

                                AGENCY AGREEMENT

                              ___________ __, 2006

SANDLER O'NEILL & PARTNERS, L.P.
919 Third Avenue, 6th Floor
New York, New York 10022

Ladies and Gentlemen:

     Liberty Bancorp, Inc., a Missouri corporation (the "Company"), Liberty
Savings Mutual Holding Company, a federal mutual holding company (the "MHC"),
and Liberty Savings Bank, F.S.B., a federally chartered stock savings bank (the
"Bank"), hereby confirm their agreement with Sandler O'Neill & Partners, L.P.
("Sandler O'Neill" or the "Agent") with respect to the offer and sale by the
Company of up to 2,645,682 shares (subject to increase up to 3,042,563 shares in
the event of an increase in the pro forma market value of the Company's common
stock) of the Company's common stock, par value $0.01 per share (the "Common
Stock"). The shares of Common Stock to be sold by the Company in the Offerings
(as defined below) are hereinafter called the "Securities."

     The Securities are being offered for sale in accordance with the Plan of
Conversion and Reorganization (the "Plan") adopted by the Boards of Directors of
the MHC and the Bank pursuant to which the Bank intends to convert from the
mutual to stock holding company form of organization and issue all of its stock
to the Company pursuant to the following steps: (i) the Bank's establishment of
the Company as a Missouri-chartered corporation; (ii) the conversion of the MHC
to an interim federal stock savings bank ("Interim No. 1") and its simultaneous
merger into the Bank, whereupon the outstanding common stock of the Bank held by
the MHC will be canceled; (iii) the establishment by the Company of a second
interim federal stock savings bank ("Interim No. 2"); (iv) the merger of Interim
No. 2 with and into the Bank, with the Bank as the surviving entity; and (v) the
sale and exchange of Common Stock pursuant to the Plan and Office of Thrift
Supervision ("OTS") regulations. As a result of the merger of Interim No. 2 with
and into the Bank, the Bank will become a wholly owned subsidiary of the
Company. The

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outstanding shares of common stock of the Bank held by persons other than the
MHC will be converted into Common Stock pursuant to an exchange ratio as defined
in the Plan, which will result in the holders of such shares receiving and
owning in the aggregate approximately the same percentage of the Common Stock to
be outstanding upon the completion of the conversion as the percentage of Bank
common stock owned by them in the aggregate immediately prior to consummation of
the conversion.

     Pursuant to the Plan, the Company will offer to certain depositors and
borrowers of the Bank and to the Bank's tax qualified employee benefit plans,
including the Bank's employee stock ownership plan (the "ESOP") (collectively,
the "Employee Plans") rights to subscribe for the Securities in a subscription
offering (the "Subscription Offering"). To the extent Securities are not
subscribed for in the Subscription Offering, such Securities may be offered to
certain members of the general public in a community offering (the "Community
Offering"), with preference given first to persons who are Bank stockholders and
second to natural persons and trusts of natural persons who are residents of
Clay, Clinton, Platte and Jackson Counties, Missouri. The Community Offering,
which together with the Subscription Offering, as each may be extended or
reopened from time to time, are herein referred to as the "Subscription and
Community Offering," may be commenced concurrently with, during or after, the
Subscription Offering. It is currently anticipated by the Bank and the Company
that any Securities not subscribed for in the Subscription and Community
Offering will be offered, subject to Section 2 hereof, in a syndicated community
offering (the "Syndicated Community Offering"). The Subscription and Community
Offering and the Syndicated Community Offering are hereinafter referred to
collectively as the "Offerings." The conversion and reorganization of the Bank
from mutual to stock holding company form, the formation of the Company, Interim
No. 1, Interim No. 2 and the related mergers, the exchange of Bank's public
stockholders' shares for shares of Common Stock (the "Exchange Shares"), the
acquisition of the capital stock of the Bank by the Company and the Offerings
are hereinafter referred to collectively as the "Conversion." It is acknowledged
that the number of Securities to be sold in the Conversion may be increased or
decreased as described in the Prospectus (as hereinafter defined). If the number
of Securities is increased or decreased in accordance with the Plan, the term
"Securities" shall mean such greater or lesser number, where applicable.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2 (No. 333-_______), including
a related prospectus, for the registration of the Securities under the
Securities Act of 1933, as amended (the "Securities Act"), has filed such
amendments thereto, if any, and such amended prospectuses as may have been
required to the date hereof by the Commission in order to declare such
registration statement effective, and will file such additional amendments
thereto and such amended prospectuses and prospectus supplements as may
hereafter be required. Such registration statement (as amended to date, if
applicable, and as from time to time amended or supplemented hereafter) and the
prospectuses constituting a part thereof (including in each case all documents
incorporated or deemed to be incorporated by reference therein and the
information, if any, deemed to be a part thereof pursuant to the rules and
regulations of the Commission under the Securities Act, as from time to time
amended or supplemented pursuant to the Securities Act or otherwise (the
"Securities Act Regulations")), are hereinafter referred to as the "Registration
Statement" and the "Prospectus," respectively, except that if any revised
prospectus shall be used by the Company in connection with the Subscription and
Community


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Offering or the Syndicated Community Offering which differs from the Prospectus
on file at the Commission at the time the Registration Statement becomes
effective (whether or not such revised prospectus is required to be filed by the
Company pursuant to Rule 424(b) of the Securities Act Regulations), the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to the Agent for such use.

     Concurrently with the execution of this Agreement, the Company is
delivering to the Agent copies of the Prospectus of the Company to be used in
the Subscription and Community Offering. Such prospectus contains information
with respect to the Bank, the Company, the MHC and the Common Stock.

     SECTION 1. REPRESENTATIONS AND WARRANTIES.

     (a) The Company, the Bank and the MHC jointly and severally represent and
warrant to the Agent as of the date hereof as follows:

          (i) The Registration Statement has been declared effective by the
     Commission, no stop order has been issued with respect thereto and no
     proceedings therefor have been initiated or, to the knowledge of the
     Company, the MHC and the Bank, threatened by the Commission. At the time
     the Registration Statement became effective and at the Closing Time
     referred to in Section 2 hereof, the Registration Statement complied and
     will comply in all material respects with the requirements of the
     Securities Act and the Securities Act Regulations and did not and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading. The Prospectus, at the date hereof does not and at
     the Closing Time referred to in Section 2 hereof will not, include an
     untrue statement of a material fact or omit to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that the representations and warranties in this subsection shall
     not apply to statements in or omissions from the Registration Statement or
     Prospectus made in reliance upon and in conformity with information with
     respect to the Agent furnished to the Company in writing by the Agent
     expressly for use in the Registration Statement or Prospectus (the "Agent
     Information," which the Company, the MHC and the Bank acknowledge appears
     only in the sixth paragraph of the section "The Conversion- Plan of
     Distribution and Marketing Arrangements" of the Prospectus).

          (ii) At the time of filing the Registration Statement relating to the
     offering of the Securities and at the date hereof, the Company was not, and
     is not, an ineligible issuer, as defined in Rule 405. At the time of the
     filing of the Registration Statement and at the time of the use of any
     issuer free writing prospectus, as defined in Rule 433(h), the Company met
     the conditions required by Rules 164 and 433 for the use of a free writing
     prospectus. If required to be filed, the Company has filed any issuer free
     writing prospectus related to the offered Securities at the time it is
     required to be filed under Rule 433 and, if not required to be filed, will
     retain such free writing prospectus in the Company's records pursuant to
     Rule 433(g) and if any issuer free writing prospectus is


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     used after the date hereof in connection with the offering of the
     Securities the Company will file or retain such free writing prospectus as
     required by Rule 433.

          (iii) As of the Applicable Time, neither (i) the Issuer-Represented
     General Free Writing Prospectus(es) issued at or prior to the Applicable
     Time and the Statutory Prospectus, all considered together (collectively,
     the "General Disclosure Package"), nor (ii) any individual
     Issuer-Represented Limited-Use Free Writing Prospectus, when considered
     together with the General Disclosure Package, included any untrue statement
     of a material fact or omitted to state any material fact necessary in order
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading. The preceding sentence does not apply
     to statements in or omissions from any Prospectus included in the
     Registration Statement relating to the offered Securities or any
     Issuer-Represented Free Writing Prospectus based upon and in conformity
     with written information furnished to the Company by the Agent specifically
     for use therein. As used in this paragraph and elsewhere in this Agreement:

                    1. "Applicable Time" means each and every date when a
               potential purchaser submitted a subscription or otherwise
               committed to purchase Securities.

                    2. "Statutory Prospectus", as of any time, means the
               Prospectus relating to the offered Securities that is included in
               the Registration Statement relating to the offered Securities
               immediately prior to that time, including any document
               incorporated by reference therein.

                    3. "Issuer-Represented Free Writing Prospectus" means any
               "issuer free writing prospectus," as defined in Rule 433(h),
               relating to the offered Securities. The term does not include any
               writing exempted from the definition of prospectus pursuant to
               clause (a) of Section 2(a)(10) of the 1933 Act, without regard to
               Rule 172 or Rule 173.

                    4. "Issuer-Represented General Free Writing Prospectus"
               means any Issuer-Represented Free Writing Prospectus that is
               intended for general distribution to prospective investors.

                    5. "Issuer-Represented Limited-Use Free Writing Prospectus"
               means any Issuer-Represented Free Writing Prospectus that is not
               an Issuer-Represented General Free Writing Prospectus. The term
               Issuer-Represented Limited-Use Free Writing Prospectus also
               includes any "bona fide electronic road show," as defined in Rule
               433, that is made available without restriction pursuant to Rule
               433(d)(8)(ii) or otherwise, even though not required to be filed
               with the Commission.

          (iv) Each Issuer-Represented Free Writing Prospectus, as of its date
     of first use and at all subsequent times through the completion of the
     Offerings and sale of the offered Securities or until any earlier date that
     the Company notified or notifies the Agent


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     (as described in the next sentence), did not, does not and will not include
     any information that conflicted, conflicts or will conflict with the
     information contained in the Registration Statement relating to the offered
     Securities, including any document incorporated by reference therein that
     has not been superseded or modified. If at any time following the date of
     first use of an Issuer-Represented Free Writing Prospectus there occurred
     or occurs an event or development as a result of which such
     Issuer-Represented Free Writing Prospectus conflicted or would conflict
     with the information contained in the Registration Statement relating to
     the offered Securities or included or would include an untrue statement of
     a material fact or omitted or would omit to state a material fact necessary
     in order to make the statements therein, in the light of the circumstances
     prevailing at that subsequent time, not misleading, the Company has
     notified or will notify promptly the Agent so that any use of such
     Issuer-Represented Free-Writing Prospectus may cease until it is amended or
     supplemented and the Company has promptly amended or will promptly amend or
     supplement such Issuer-Represented Free Writing Prospectus to eliminate or
     correct such conflict, untrue statement or omission. The foregoing two
     sentences do not apply to statements in or omissions from any
     Issuer-Represented Free Writing Prospectus based upon and in conformity
     with written information furnished to the Company by the Agent specifically
     for use therein.

          (v) The Company has filed with the OTS the Company's application for
     approval of its acquisition of the Bank (the "Holding Company Application")
     on Form H-(e)1-S promulgated under the savings and loan holding company
     provisions of the Home Owners' Loan Act, as amended (the "HOLA") and the
     regulations promulgated thereunder. The Company has received written notice
     from the OTS of its approval of the acquisition of the Bank, such approval
     remains in full force and effect and no order has been issued by the OTS
     suspending or revoking such approval and no proceedings therefor have been
     initiated or threatened by the OTS. At the date of such approval and at the
     Closing Time referred to in Section 2, the Holding Company Application
     complied and will comply in all material respects with the applicable
     provisions of HOLA and the regulations promulgated thereunder and the
     Holding Company Application is truthful and accurate in all material
     respects.

          (vi) Pursuant to the rules and regulations of the OTS (the "OTS
     Regulations"), the MHC has filed with the OTS an Application for Approval
     of Conversion on Form AC, and has filed such amendments thereto and
     supplementary materials as may have been required to the date hereof (such
     application, as amended to date, if applicable, and as from time to time
     amended or supplemented hereafter, is hereinafter referred to as the
     "Conversion Application"). The Offerings and the Plan have been duly
     adopted by the Boards of Directors of the MHC and the Bank and such
     adoption has not since been rescinded or revoked. The Conversion
     Application, which includes applications to form and merge Interim No. 1
     and Interim No. 2, has been approved by the OTS. The Prospectus, the proxy
     statement for the solicitation of proxies from MHC members for the special
     meeting to approve the Plan (the "Members' Proxy Statement") and the proxy
     statement for the solicitation of proxies from Bank stockholders for the
     special meeting to approve the Plan (the "Stockholders' Proxy Statement")
     all included as part of the Conversion Application have been approved for
     use by the OTS, such approval remains


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     in full force and effect and no order has been issued by the OTS suspending
     or revoking such approval and no proceedings therefor have been initiated
     or, to the knowledge of the Company, the MHC or the Bank, threatened by the
     OTS. At the date of such approval and at the Closing Time referred to in
     Section 2, the Conversion Application complied and will comply in all
     material respects with the applicable provisions of the OTS Regulations.

          (vii) At the time of their use, the Members' Proxy Statement, the
     Stockholders' Proxy Statement and any other proxy solicitation materials
     will comply in all material respects with the applicable provisions of the
     OTS Regulations and those rules and regulations of the Commission under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), as from
     time to time amended or supplemented pursuant to the Exchange Act or
     otherwise (the "Exchange Act Regulations") (the Securities Act Regulations
     and the Exchange Act Regulations are collectively referred to herein as the
     "Commission Regulations"), and will not contain an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading. The Company, the MHC and the Bank will promptly
     file the Prospectus and any supplemental sales literature with the
     Commission and the OTS. The Prospectus and all supplemental sales
     literature, as of the date the Registration Statement became effective and
     at the Closing Time referred to in Section 2, complied and will comply in
     all material respects with the applicable requirements of the OTS
     Regulations and the Securities Act Regulations and, at or prior to the time
     of their first use, will have received all required authorizations of the
     OTS and Commission for use in final form.

          (viii) None of the Commission, the OTS, or any "Blue Sky" authority
     has, by order or otherwise, prevented or suspended the use of the Members'
     Proxy Statement, the Stockholders' Proxy Statement, the Prospectus or any
     supplemental sales literature authorized by the Company, the MHC or the
     Bank for use in connection with the Offerings, and no proceedings for such
     purposes are pending or threatened.

          (ix) At the Closing Time referred to in Section 2, the Company, the
     MHC and the Bank will have completed the conditions precedent to the
     Conversion in accordance with the Plan, the applicable OTS Regulations and
     all other applicable laws, regulations, decisions and orders, including all
     material terms, conditions, requirements and provisions precedent to the
     Conversion imposed upon the Company, the MHC or the Bank by the OTS, the
     Federal Deposit Insurance Corporation (the "FDIC"), or any other regulatory
     authority, other than those which the regulatory authority permits to be
     completed after the Conversion. The Conversion, the Offerings and other
     transactions contemplated hereby do not and will not require any material
     consent, approval, authorization or permit or filing with any other
     governmental agency or regulatory authority, except as disclosed in the
     Prospectus.

          (x) FinPro, Inc. (the "Appraiser"), which prepared the valuation of
     the Bank as part of the Conversion, has advised the Company, the MHC and
     the Bank in writing that it satisfies all requirements for an appraiser set
     forth in the OTS Regulations and any interpretations or guidelines issued
     by the OTS or its staff with respect thereto.


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          (xi) Michael Trokey & Company, P.C., the accountants who audited and
     reported on the financial statements of the Bank included in the
     Registration Statement have advised the Company, the MHC and the Bank in
     writing that they are independent public accountants within the meaning of
     the Code of Ethics of the American Institute of Certified Public
     Accountants (the "AICPA"), that they are registered with the Public Company
     Accounting Oversight Board (the "PCAOB"), and such accountants are, with
     respect to the Company, the MHC and the Bank, independent certified public
     accountants as required by the Securities Act, the Securities Act
     Regulations and [OTS] Regulations and such accountants are not in violation
     of the auditors independence requirements of the Sarbanes-Oxley Act of 2002
     (the "Sarbanes-Oxley Act").

          (xii) The only direct subsidiary of the MHC is the Bank. The Bank does
     not have any active subsidiaries. The Bank does not, directly or
     indirectly, control any other corporation, limited liability company,
     partnership, joint venture, association, trust or other business
     organization. Upon completion of the Conversion, the only direct subsidiary
     of the Company will be the Bank.

          (xiii) The financial statements and the related notes thereto included
     in the Registration Statement and the Prospectus present fairly the
     financial position of the MHC and the Bank at the dates indicated and the
     results of operations, retained earnings, stockholders' equity and cash
     flows for the periods specified, and comply as to form with the applicable
     accounting requirements of the Securities Act Regulations and the OTS
     Regulations; except as otherwise stated in the Registration Statement and
     Prospectus, said financial statements have been prepared in conformity with
     generally accepted accounting principles applied on a consistent basis; and
     the supporting schedules and tables included in the Registration Statement
     and Prospectus present fairly the information required to be stated
     therein. The other financial, statistical and pro forma information and
     related notes included in the Prospectus present fairly the information
     shown therein on a basis consistent with the audited and unaudited
     financial statements included in the Prospectus, and as to the pro forma
     adjustments, the adjustments made therein have been consistently applied on
     the basis described therein.

          (xiv) Since the respective dates as of which information is given in
     the Registration Statement and the Prospectus, except as otherwise stated
     therein (A) there has been no material adverse change in the financial
     condition, results of operations, business affairs or prospects of the
     Company, the MHC and the Bank considered as one enterprise, whether or not
     arising in the ordinary course of business, (B) except for transactions
     specifically referred to or contemplated in the Registration Statement and
     Prospectus, there have been no transactions entered into by the Company,
     the MHC or the Bank, other than those in the ordinary course of business,
     which are material with respect to the Company, the MHC and the Bank,
     considered as one enterprise, (C) the capitalization, liabilities, assets,
     properties and business of the Company, the MHC and the Bank conform in all
     material respects to the descriptions contained in the Prospectus and none
     of the Company, the MHC or the Bank has any material liabilities of any
     kind, contingent or otherwise, except as disclosed in the Registration
     Statement or the Prospectus and (D) none of the Company, the MHC or the
     Bank will have issued any securities or incurred any liability or
     obligation, direct or contingent, or borrowed money,


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     except borrowings in the ordinary course of business consistent with past
     practice from the same or similar sources and in similar amounts as
     indicated in the Prospectus.

          (xv) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Missouri with
     full corporate power and authority to own, lease and operate its properties
     and to conduct its business as described in the Prospectus and to enter
     into and perform its obligations under this Agreement and the transactions
     contemplated hereby; and the Company is duly qualified to transact business
     and is in good standing in the State of Missouri and in each other
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure to so qualify would not have a material adverse effect on
     the financial condition, results of operations, business affairs or
     prospects of the Company, the MHC and the Bank, considered as one
     enterprise (a "Material Adverse Effect").

          (xvi) Upon consummation of the Conversion, the authorized, issued and
     outstanding capital stock of the Company will be as set forth in the
     Prospectus under "Capitalization" (except for subsequent issuances, if any,
     pursuant to reservations, agreements or employee benefit plans referred to
     in the Prospectus); no shares of Common Stock have been or will be issued
     and outstanding prior to the Closing Time referred to in Section 2; at the
     time of Conversion, the Securities will have been duly authorized for
     issuance and, when issued and delivered by the Company pursuant to the Plan
     against payment of the consideration calculated as set forth in the Plan
     and stated on the cover page of the Prospectus, will be duly and validly
     issued and fully paid and nonassessable; the Exchange Shares have been duly
     authorized for issuance and, when issued, will be duly and validly issued
     and fully paid and nonassessable; the terms and provisions of the Common
     Stock and the other capital stock of the Company conform to all statements
     relating thereto contained in the Prospectus; the certificates representing
     the shares of Common Stock will conform to the requirements of applicable
     law and regulations; and the issuance of the Securities and the Exchange
     Shares is not subject to preemptive or other similar rights.

          (xvii) The MHC has been duly chartered and is validly existing as a
     mutual holding company under the laws of the United States of America with
     corporate power and authority to own, lease and operate its properties and
     to conduct its business as described in the Prospectus and to enter into
     and perform its obligations under this Agreement; the MHC is duly qualified
     to transact business and in good standing under the laws of the State of
     Missouri and is qualified to do business in each other jurisdiction in
     which such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the failure to
     so qualify would have a Material Adverse Effect on the financial condition,
     results of operations, business affairs or prospects of the Company, the
     MHC and the Bank, considered as one enterprise; upon consummation of the
     Conversion, the MHC will convert into Interim No. 1, which will merge with
     and into the Bank, with the Bank being the surviving institution.

          (xviii) The MHC has no capital stock. All holders of the savings,
     demand or other authorized accounts of the Bank are members of the MHC.


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          (xix) The Bank has been duly organized and is validly existing as a
     federally chartered savings bank in stock form and upon consummation of the
     Conversion will continue to be a federally chartered savings bank in stock
     form, in both instances with full corporate power and authority to own,
     lease and operate its properties and to conduct its business as described
     in the Prospectus and to enter into and perform its obligations under this
     Agreement and the transactions contemplated thereby; the Company, the MHC
     and the Bank have obtained all licenses, permits and other governmental
     authorizations currently required for the conduct of their respective
     businesses or required for the conduct of their respective businesses as
     contemplated by the Holding Company Application and the Conversion
     Application, except where the failure to obtain such licenses, permits or
     other governmental authorizations would not have a Material Adverse Effect
     on the financial condition, results of operations or business affairs of
     the Company, the MHC and the Bank, considered as one enterprise; all such
     licenses, permits and other governmental authorizations are in full force
     and effect and the Company, the MHC and the Bank are in all material
     respects in compliance therewith; neither the Company, the MHC nor the Bank
     has received notice of any proceeding or action relating to the revocation
     or modification of any such license, permit or other governmental
     authorization which, singly or in the aggregate, if the subject of an
     unfavorable decision, ruling or finding, might have a Material Adverse
     Effect on the financial condition, results of operations or business
     affairs of the Company, the MHC and the Bank, considered as one enterprise;
     and the Bank is duly qualified to transact business and is in good standing
     under the laws of the United States and in each jurisdiction in which such
     qualification is required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the failure to so qualify
     would have a Material Adverse Effect on the financial condition, results of
     operations or business affairs of the Company, the MHC and the Bank,
     considered as one enterprise.

          (xx) The Bank is a member in good standing of the Federal Home Loan
     Bank of Des Moines; the deposit accounts of the Bank are insured by the
     FDIC up to the applicable limits and upon consummation of the Conversion,
     the liquidation account for the benefit of eligible account holders and
     supplemental eligible account holders will be duly established in
     accordance with the requirements of the OTS Regulations. The Bank is a
     "qualified thrift lender" within the meaning of 12 U.S.C. Section 1467a(m).

          (xxi) The authorized capital stock of the Bank consists of _______
     shares of common stock, par value $_____ per share (the "Bank Common
     Stock"), and _________ shares of preferred stock, par value $____ per share
     (the "Bank Preferred Stock") of which _________ shares of Bank Common Stock
     and no shares of Bank Preferred Stock are issued and outstanding as of the
     date hereof; no additional shares of Bank Common Stock and no shares of
     Bank Preferred Stock will be issued prior to the Closing Time referred to
     in Section 2; the issued and outstanding shares of Bank Common Stock have
     been duly authorized and validly issued and are fully paid and
     nonassessable and have been issued in compliance with all federal and state
     securities laws; the MHC owns 800,000 shares of Bank Common Stock
     beneficially and of record free and clear of any security interest,
     mortgage, pledge, lien, encumbrance, claim or equity; the terms and
     provisions of the Bank Common Stock conform to all statements relating
     thereto contained in the Prospectus. At the time of the consummation of the
     Conversion,


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     immediately following the mergers of Interim No. 1 and Interim No. 2 with
     and into the Bank, with the Bank being the surviving institution, the
     shares of common stock of Interim No. 2 held by the Company shall be
     converted into shares of Bank Common Stock on a one-for-one basis. Upon
     consummation of the Conversion, the authorized capital stock of the Bank
     will be _____ shares of common stock, par value $____ per share, and
     ________ shares of preferred stock, par value $____ per share, and the
     issued and outstanding capital stock of the Bank will be _______ shares of
     Bank Common Stock. The shares of Bank Common Stock to be issued to the
     Company will have been duly authorized for issuance and, when issued and
     delivered by the Bank pursuant to the Plan against payment of the
     consideration described in the Plan and in the Prospectus, will be duly and
     validly issued and fully paid and nonassessable, and all such Bank Common
     Stock will be owned beneficially and of record by the Company, free and
     clear of any security interest, mortgage, pledge, lien, encumbrance or
     legal or equitable claim; and the certificates representing the shares of
     the Bank Common Stock will conform with the requirements of applicable laws
     and regulations; and the issuance of the Bank Common Stock is not subject
     to preemptive or similar rights.

          (xxii) From the date of their formation until the Closing Time,
     neither Interim No. 1 nor Interim No. 2 will be in violation of their
     respective charter or bylaws, nor will either Interim No. 1 or Interim No.
     2 engage in any business other than in connection with organizational
     matters and actions taken in connection with the consummation of the
     Conversion.

          (xxiii) The Company, the MHC and the Bank have taken all corporate
     action necessary for them to execute, deliver and perform this Agreement
     and the transactions contemplated hereby, and this Agreement has been duly
     executed and delivered by, and is the valid and binding agreement of, the
     Company, the MHC and the Bank, enforceable against each of them in
     accordance with its terms, except as may be limited by bankruptcy,
     insolvency or similar laws and the availability of equitable remedies.

          (xxiv) Subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus and prior to the
     Closing Time, except as otherwise may be indicated or contemplated therein,
     none of the Company, the MHC or the Bank will have (A) issued any
     securities or incurred any liability or obligation, direct or contingent,
     or borrowed money, except borrowings in the ordinary course of business
     from the same or similar sources and in similar amounts as indicated in the
     Prospectus, or (B) entered into any transaction or series of transactions
     which is material in light of the business of the Company, the MHC and the
     Bank, considered as one enterprise.

          (xxv) No approval of any regulatory or supervisory or other public
     authority is required in connection with the execution and delivery of this
     Agreement or the issuance of the Securities that has not been obtained and
     a copy of which has been delivered to the Agent, except as may be required
     under the securities laws of various jurisdictions.

          (xxvi) None of the Company, the MHC or the Bank is in violation of
     their respective charters of its certificate of incorporation, organization
     certificate, articles of incorporation or charter or bylaws; and none of
     the Company, the MHC or the Bank is in


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<PAGE>

     default (nor has any event occurred which, with notice or lapse of time or
     both, would constitute a default) in the performance or observance of any
     obligation, agreement, covenant or condition contained in any contract,
     indenture, mortgage, loan agreement, note, lease or other instrument to
     which the Company, the MHC or the Bank is a party or by which it or any of
     them may be bound, or to which any of the property or assets of the
     Company, the MHC or the Bank is subject, except for such defaults that
     would not, individually or in the aggregate, have a Material Adverse Effect
     on the financial condition, results of operations, business affairs or
     prospects of the Company, the MHC and the Bank considered as one
     enterprise; and there are no contracts or documents of the Company, the MHC
     or the Bank which are required to be filed as exhibits to the Registration
     Statement or the Conversion Application which have not been so filed.

          (xxvii) The Conversion, the execution, delivery and performance of
     this Agreement and the consummation of the transactions contemplated
     herein, have been duly authorized by all necessary corporate action on the
     part of the Company, the MHC and the Bank do not and will not conflict with
     or constitute a breach of, or default under, or result in the creation or
     imposition of any lien, charge or encumbrance upon any property or assets
     of the Company, the MHC or the Bank pursuant to, any contract, indenture,
     mortgage, loan agreement, note, lease or other instrument to which the
     Company, the MHC or the Bank is a party or by which it or any of them may
     be bound, or to which any of the property or assets of the Company, the MHC
     or the Bank is subject, except for such conflicts, breaches or defaults
     that would not, individually or in the aggregate, have a Material Adverse
     Effect on the financial condition, results of operations, business affairs
     or prospects of the Company, the MHC and the Bank, considered as one
     enterprise; nor will such action result in any violation of the provisions
     of the respective the certificate of incorporation, organization
     certificate, articles of incorporation or charter or bylaws of the Company,
     the MHC or the Bank, or any applicable law, administrative regulation or
     administrative or court decree.

          (xxviii) No labor dispute with the employees of the Company, the MHC
     or the Bank exists or, to the knowledge of the Company, the MHC or the
     Bank, is imminent or threatened; and the Company, the MHC and the Bank are
     not aware of any existing or threatened labor disturbance by the employees
     of any of its principal suppliers or contractors which might be expected to
     result in any Material Adverse Effect on the financial condition, results
     of operations, business affairs or prospects of the Company, the MHC and
     the Bank considered as one enterprise.

          (xxix) Each of the Company, the MHC and the Bank has good and
     marketable title to all properties and assets for which ownership is
     material to the business of the Company, the MHC or the Bank and to those
     properties and assets described in the Prospectus as owned by them, free
     and clear of all liens, charges, encumbrances or restrictions, except such
     as are described in the Prospectus or are not material in relation to the
     business of the Company, the MHC or the Bank, considered as one enterprise;
     and all of the leases and subleases material to the business of the
     Company, the MHC or the Bank under which the Company, the MHC or the Bank
     hold properties, including those described in the Prospectus, are valid and
     binding agreements of the Company, the MHC


                                       11

<PAGE>

     or the Bank, enforceable in accordance with their terms, except as may be
     limited by bankruptcy, insolvency or similar laws and availability of
     equitable remedies.

          (xxx) None of the Company, the MHC or the Bank is in violation of any
     order or directive from the OTS, the Commission or any regulatory authority
     to make any material change in the method of conducting its respective
     businesses; the MHC and its subsidiaries have conducted and are conducting
     their business so as to comply in all material respects with all applicable
     statutes, regulations and administrative and court decrees (including,
     without limitation, all regulations, decisions, directives and orders of
     the OTS, the FDIC and the Commission). Neither the Company, the MHC nor the
     Bank is subject or is party to, or has received any notice or advice that
     any of them may become subject or party to, any investigation with respect
     to any cease-and-desist order, agreement, consent agreement, memorandum of
     understanding or other regulatory enforcement action, proceeding or order
     with or by, or is a party to any commitment letter or similar undertaking
     to, or is subject to any directive by, or has been a recipient of any
     supervisory letter from, or has adopted any board resolutions at the
     request of, any Regulatory Agency (as defined below) that currently
     restricts in any material respect the conduct of their business or that in
     any material manner relates to their capital adequacy, their credit
     policies, their management or their business (each, a "Regulatory
     Agreement"), nor has the Company, the MHC or the Bank been advised by any
     Regulatory Agency that it is considering issuing or requesting any such
     Regulatory Agreement; and there is no unresolved violation, criticism or
     exception by any Regulatory Agency with respect to any report or statement
     relating to any examinations of the Company, the MHC or the Bank which, in
     the reasonable judgment of the Company or the Bank, is expected to result
     in a Material Adverse Effect on the financial condition, results of
     operations, business affairs or prospects of the Company, the MHC and the
     Bank considered as one enterprise, or which might materially and adversely
     affect the properties or assets thereof or which might materially and
     adversely affect the consummation of the Conversion or the performance of
     this Agreement. As used herein, the term "Regulatory Agency" means any
     federal or state agency charged with the supervision or regulation of
     depositary institutions or holding companies of depositary institutions, or
     engaged in the insurance of depositary institution deposits, or any court,
     administrative agency or commission or other governmental agency, authority
     or instrumentality having supervisory or regulatory authority with respect
     to the Company, the MHC or the Bank.

          (xxxi) There is no action, suit or proceeding before or by any court
     or governmental agency or body, domestic or foreign, now pending, or, to
     the knowledge of the Company, the MHC or the Bank, threatened, against or
     affecting the Company, the MHC or the Bank which is required to be
     disclosed in the Registration Statement (other than as disclosed therein),
     or which might result in any Material Adverse Effect on the financial
     condition, results of operations, business affairs or prospects of the
     Company, the MHC and the Bank, considered as one enterprise, or which might
     materially and adversely affect the properties or assets thereof, the
     performance of this Agreement or the consummation of the Conversion; all
     pending legal or governmental proceedings to which the Company, the MHC or
     the Bank is a party or of which any of their respective property or assets
     is the subject which are not described in the Registration Statement,


                                       12

<PAGE>

     including ordinary routine litigation incidental to the business, are
     considered in the aggregate not material; and there are no material
     contracts or documents of the Company, MHC or Bank which are required to be
     filed as exhibits to the Registration Statement or Conversion Application
     which have not been so filed.

          (xxxii) The Company, MHC and Bank have obtained (i) an opinion of its
     counsel, Muldoon Murphy & Aguggia, LLP with respect to the legality of the
     Securities and the Exchange Shares to be issued and the federal income tax
     consequences of the Conversion and (ii) the opinion of Michael Trokey &
     Company, P.C. with respect to the state tax consequences of the Conversion,
     copies of which are filed as exhibits to the Registration Statement; all
     material aspects of the aforesaid opinions are accurately summarized in the
     Prospectus; the facts and representations upon which such opinions are
     based are truthful, accurate and complete in all material respects; and
     neither the Company, the MHC nor the Bank has taken or will take any action
     inconsistent therewith.

          (xxxiii) The Company is not and, upon completion of the Conversion and
     the Offerings and sale of the Common Stock and the application of the net
     proceeds therefrom, will not be, required to be registered under the
     Investment Company Act of 1940, as amended.

          (xxxiv) All of the loans represented as assets on the most recent
     financial statements or selected financial information of the Bank included
     in the Prospectus meet or are exempt from all requirements of federal,
     state or local law pertaining to lending, including without limitation
     truth in lending (including the requirements of Regulations Z and 12 C.F.R.
     Part 226 and Section 563.99), real estate settlement procedures, consumer
     credit protection, equal credit opportunity and all disclosure laws
     applicable to such loans, except for violations which, if asserted, would
     not result in a Material Adverse Effect on the financial condition, results
     of operations, business affairs or prospects of the Company, the MHC and
     the Bank, considered as one enterprise.

          (xxxv) To the knowledge of the Company, the MHC and the Bank, with the
     exception of the intended loan to the Bank's ESOP by the Company to enable
     the ESOP to purchase securities in an amount up to 8.0% of the Securities
     sold in the Conversion, none of the Company, the MHC, the Bank or their
     employees has made any payment of funds of the Company, the MHC or the Bank
     as a loan for the purchase of the Common Stock or made any other payment of
     funds prohibited by law, and no funds have been set aside to be used for
     any payment prohibited by law.

          (xxxvi) Each of the Company, the MHC and the Bank maintains a system
     of internal accounting controls sufficient to provide reasonable assurance
     that (a) transactions are executed in accordance with management's general
     or specific authorizations; (b) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with generally
     accepted accounting principles and to maintain asset accountability; (c)
     access to assets is permitted only in accordance with management's general
     or specific authorization; and (d) the recorded accountability for


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<PAGE>

     assets is compared with the existing assets at reasonable intervals and
     appropriate action is taken with respect to any differences.

          (xxxvii) The Company, the MHC and the Bank are in compliance in all
     material respects with the applicable financial recordkeeping and reporting
     requirements of the Currency and Foreign Transaction Reporting Act of 1970,
     as amended, and the rules and regulations thereunder. The Bank has
     established compliance programs and is in compliance with the requirements
     of the USA Patriot Act and all applicable regulations promulgated
     thereunder. The Bank is in compliance in all material respects with the USA
     Patriot Act and all applicable regulations promulgated thereunder, and
     there is no charge, investigation, action, suit or proceeding before any
     court, regulatory authority or governmental agency or body pending or, to
     the best knowledge of the Company, the MHC and the Bank, threatened
     regarding the Bank's compliance with the USA Patriot Act or any regulations
     promulgated thereunder.

          (xxxviii) None of the Company, the MHC or the Bank nor any properties
     owned or operated by the Company, the MHC or the Bank is in violation of or
     liable under any Environmental Law (as defined below). There are no
     actions, suits or proceedings, or demands, claims, notices or
     investigations (including, without limitation, notices, demand letters or
     requests for information from any environmental agency) instituted or
     pending, or to the knowledge of the Company, the MHC or the Bank
     threatened, relating to the liability of any property owned or operated by
     the Company, the MHC or the Bank, under any Environmental Law, except for
     such actions, suits or proceedings, or demands, claims, notices or
     investigations that, individually or in the aggregate, would not have a
     Material Adverse Effect on the financial condition, results of operations
     or business affairs of the Company, MHC and the Bank, considered as one
     enterprise. For purposes of this subsection, the term "Environmental Law"
     means any federal, state, local or foreign law, statute, ordinance, rule,