FORM OF AGENCY AGREEMENT

(a)

A Management Fee of $40,000, payable in four consecutive monthly installments of $10,000, of which [$_____] has been paid.  Such fees shall be deemed to have

been earned when due.  Should the Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which the termination occurred.

(b)

A Success Fee upon completion of the Offering of 0.80% of the aggregate purchase price of the Common Stock sold in the Subscription Offering and Community Offering excluding shares purchased by the officers, directors or employees (or members of their immediate families) of the Bank plus any ESOP, charitable foundations, tax-qualified or stock based compensation plans (except IRAs) or similar plan created by the Bank for some or all of its directors or employees.  The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee described in subparagraph 2(a).

(c)

If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Bank, KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Stock on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement.  KBW will endeavor to distribute the Common Stock among the Selected Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan.  KBW will be paid a fee not to exceed 5.5% of the aggregate purchase price of the shares sold by the Selected Dealers.  From this fee, KBW will pass onto the Selected Dealers who assist in the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.  Fees with respect to purchases affected with the assistance of Selected Dealers other than KBW shall be transmitted by KBW to such Selected Dealers.  The decision to utilize Selected Dealers will be made by the Bank upon consultation with KBW.  In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph  2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraphs 2(b).

(d)

The Agent shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not exceed $25,000.  In addition, the Bank will reimburse KBW for the professional fees and expenses of its counsel, which will not exceed $50,000.  The Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion; the fees set forth under this Section 2; and fees for “Blue Sky” legal work.  The Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf.

(i)

The Registration Statement, which was prepared by the Company filed with the SEC, was declared effective by the SEC on __________, 2007.  At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective, the Registration Statement complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), did 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, in light of the circumstances under which they were made, not misleading, and any Prospectus at the time any such Prospectus is filed with the SEC under Rule 424(b) or 424(c) and at the Applicable Time, the Closing Date referred to in Section 2, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of the shares such Prospectus therein (including any amendment or supplement thereto), will comply as to form in all material respects with the 1933 Act and the 1933 Act Regulations and such Prospectus 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 light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a)(i) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus in the second paragraph under the caption “The Conversion; Plan of Distribution – Marketing and Distribution; Compensation” or in any Sales Information or statements in or omissions from any Sales Information regarding the Agent.  The Stockholders’ Proxy Statement (including any amendment or supplement thereto), will not include any 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, in light of the circumstances under which they were made, not misleading.

(ii)

At the time of filing the Registration Statement and at the date hereof, the Company was not, and is not, an ineligible issuer, as defined in Rule 405 of the Securities Act Regulations. 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) of the Securities Act Regulations the Company met the conditions required by Rules 164 and 433 of the Securities Act Regulations 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 Shares at the time it is required to be filed under Rule 433 of the Securities Act Regulations and, if not required to be filed, will retain such issuer free writing prospectus in the Company’s records pursuant to Rule 433(g) of the Securities Act Regulations and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Shares the Company will file or retain such issuer free writing prospectus as required by Rule 433 of the Securities Act Regulations.

(iii)

As of the Applicable Time and the Closing Date, neither (i) any Issuer-Represented General Use Free Writing Prospectuses 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 issued at or prior to the Applicable Time, 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Agent expressly for use therein. As used in this paragraph and elsewhere in this Agreement:

“Applicable Time” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase securities.

“Statutory Prospectus” as of any time means the Prospectus that is included in the Registration Statement immediately prior to the Applicable Time.

“Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act Regulations, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) of the Securities Act Regulations. The term does not include any writing exempted from the definition of prospectus pursuant to clause (b) of Section 2(a)(10) of the Securities Act Regulations.

“Issuer-Represented General Use Free Writing Prospectus” means any Issuer Represented Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule A to this Agreement.

“Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer Represented Free Writing Prospectus that is not an Issuer Represented General Use 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 of the Securities Act Regulations, 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 Offering and sale of the Shares or until any earlier date that the Company notified or notifies the Agent (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 Shares, 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 as 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 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 prior to the Applicable Time and the Closing Time. 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 Agent, the Bank and the Company agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company; the Company has caused there to be made available at least one version of a “ bona fide electronic road show” (as defined in Rule 433 under the Act) in a manner that, pursuant to Rule 433(d)(8)(ii) under the Act, causes the Company not to be required, pursuant to Rule 433(d) under the Act, to file, with the Commission, any road show;

(vi)

The Conversion Application, including the General Disclosure Package, the Prospectus and the proxy statement for the solicitation of proxies from members of the Bank for the special meeting to approve the Plan (the “Members’ Proxy Statement”), which was prepared by the Bank and filed with the OTS, was approved by the OTS on __________, 2007 and the General Disclosure Package, the Prospectus and Members’ Proxy Statement have been either cleared or

declared effective by the OTS.  At the time of the approval of the Conversion Application, including the General Disclosure Package, the Prospectus and the Members’ Proxy Statement (including any amendment or supplement thereto), by the OTS and at all times subsequent thereto until the Closing Date, the Conversion Application, including the General Disclosure Package, the Prospectus and the Members’ Proxy Statement (including any amendment or supplement thereto), will comply in all material respects with the Conversion Regulations, except to the extent waived in writing by the OTS.  The Conversion Application, including the General Disclosure Package, the Prospectus and the Members’ Proxy Statement (including any amendment or supplement thereto), does not include any 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, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a)(v) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the Conversion Application under the caption “The Conversion; Plan of Distribution – Marketing and Distribution; Compensation” or in any Sales Information.

(vii)

The Holding Company Application has been prepared by the Company in material conformity with the requirements of the OTS and has been approved by the OTS and 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.  A conformed copy of the Holding Company Application has been delivered to the Agent and its counsel, receipt of which is hereby acknowledged by the Agent.  At the date of such approval and at the closing date 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.

(viii)

No order has been issued by the OTS, the SEC or any state securities administrator preventing or suspending the use of the General Disclosure Package and the Prospectus and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Conversion is pending or, to the best knowledge of the Company or the Bank, threatened.

(ix)

Pursuant to the Conversion Regulations, the Plan has been approved by the Board of Directors of the Bank; at the Closing Date, the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Bank by the OTS, the SEC or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Conversion and in the manner described in the General Disclosure Package and the Prospectus.  No person has sought to obtain review of the final

action of the OTS in approving the Plan or in approving the Conversion or the Holding Company Application pursuant to HOLA or any other statute or regulation.

(x)

The Bank, as of the date hereof, is a validly existing federally chartered savings association in the mutual form and upon the Conversion will become a federally chartered savings association in stock form and a wholly-owned subsidiary of the Company, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement, the General Disclosure Package and the Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not materially adversely affect the financial condition, earnings, capital, assets, properties or business of the Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance in all material respects with all material laws, rules, regulations and orders applicable to the operation of its business.  The Bank does not own equity securities or any equity interest in any other active business enterprise except as described in the General Disclosure Package and the Prospectus or as would not be material to the operations of the Bank.  Upon completion of the Conversion, (i) all of the authorized and outstanding capital stock of the Bank will be owned by the Company free and clear of any security interest, mortgage, pledge, loan, encumbrance, claim or equity and (ii) the Company will have no direct subsidiaries other than the Bank.  At the Closing Date, the Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act Regulations, the Conversion Regulations or any order, all terms, conditions, requirements and provisions with respect to the Conversion imposed by the OTS, if any, will have been complied with by the Company and the Bank in all material respects or appropriate waivers will have been obtained and all material notices will have been satisfied.

(xi)

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; the Company has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely affect the financial condition, earnings, capital, assets, properties or business of the Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations are in full force and effect, and the Company is in all material respects complying with all material laws, rules, regulations and orders applicable to the operation of its business; upon consummation of the Conversion, the only subsidiary of the Company will be the Bank.

(xii)

Upon consummation of the conversion, the authorized capital stock of the Bank will be 100,000,000 shares of common stock, par value $0.01 per share (the “Bank Common Stock”) and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Bank Preferred Stock”), of which [ • ] shares of Bank Common Stock and no shares of Bank Preferred Stock have been or will be issued prior to the Closing Date referred to in Section 2; are issued and outstanding as of the date hereof; outstanding capital stock of the Bank will be duly authorized, validly issued and fully paid and nonassessable and have been issued in compliance with all federal and state securities laws.  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 calculated as set forth in the Plan and as described in the General Disclosure Package and 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; the terms and provisions of the Bank Common Stock and the Bank Preferred Stock conform to all statements relating thereto contained in the General Disclosure Package and the Prospectus, 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; and there are no other warrants, options or rights of any kind to acquire additional shares of Bank Common Stock or any shares of Bank Preferred Stock.

(xiii)

The Bank is a member of the Federal Home Loan Bank of New York (“FHLB-New York”).  The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Company or the Bank, threatened.  The Bank is a “qualified thrift lender” within the meaning of 12 U.S.C. § 1467(a)(m).  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 Conversion Regulations.

(xiv)

The only direct subsidiary of the Bank is Beacon Comprehensive Services, Inc. (“Beacon Comprehensive”).

(xv)

The Company, the Bank and Beacon Comprehensive have good and marketable title to all real property and good title to all other assets material to the business of the Company, the Bank and Beacon Comprehensive taken as a whole, and to those properties and assets described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by them, in each case free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement, the General Disclosure Package and the Prospectus, or are not material to the business of the Company, the Bank and Beacon Comprehensive taken as a whole; and all of the leases and subleases

material to the business of the Company, the Bank and Beacon Comprehensive taken as a whole, under which the Company, the Bank or Beacon Comprehensive hold properties, including those described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect.

(xvi)

The Company and the Bank have received an opinion of their special counsel, Luse Gorman Pomerenk & Schick, P.C., with respect to the federal income tax consequences of the Conversion, and [___________], with respect to the Maryland income tax consequences of the Conversion; all material aspects of the opinions of Luse Gorman Pomerenk & Schick, P.C. and [___________], are accurately summarized in the Registration Statement, the General Disclosure Package and the Prospectus; the facts upon which such opinions are based are truthful, accurate and complete.

(xvii)

The Company and the Bank have all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company as provided herein and as described in the General Disclosure Package and the Prospectus, except approvals that, by their terms, will not be received until after the date of this Agreement, and except for the confirmation by the OTS of the final appraisal of the Bank.  The consummation of the Conversion, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Company and the Bank and this Agreement has been validly executed and delivered by the Company and the Bank and is the valid, legal and binding agreement of the Company and the Bank enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy).

(xviii)

None of the Company, the Bank or Beacon Comprehensive is in violation of any directive received from OTS, the SEC, or any other agency to make any material change in the method of conducting their businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OTS or the SEC) and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there is no suit, proceeding, charge or action before or by any court, regulatory authority or governmental agency or body, pending or, to the best knowledge of the Company, the Bank or Beacon Comprehensive, threatened, which might materially and adversely affect the Conversion, the performance of this Agreement or the consummation of the transactions contemplated in the Plan and as described in the Registration Statement, the

General Disclosure Package and the Prospectus or which might result in any material adverse change in the financial condition, earnings, capital, assets, properties or business of the Company, the Bank and Beacon Comprehensive taken as a whole.

(xix)

The financial statements, schedules and notes related thereto that are included in the General Disclosure Package and the Prospectus fairly present the financial condition, results of operations, equity and cash flows of the Bank at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X of the SEC and accounting principles generally accepted in the United States of America (including those requiring the recording of certain assets at their current market value).  Such financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting principles consistently applied through the periods involved (except as noted in the Notes to the financial statements), present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OTS and the SEC, and any other applicable regulatory authority, except that accounting principles employed in such regulatory filings conform in all material respects to the requirements of the OTS and the SEC and not necessarily to the accounting principles generally accepted in the United States of America.  The other financial, statistical and pro forma information and related notes included in the General Disclosure Package and the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements of the Bank included in the General Disclosure Package and the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been properly applied on the basis described therein.

(xx)

Since the respective dates as of which information is given in the Registration Statement including the General Disclosure Package and the Prospectus and the General Disclosure Package: (i) there has not been any material adverse change in the financial condition, earnings, capital, assets, properties or business of the Company, the Bank and Beacon Comprehensive taken as a whole, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank’s assets that are classified by the Bank as substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Bank, nor has the Company, the Bank or Beacon Comprehensive issued any securities or incurred any liability or obligation for borrowing other than in connection with the exercise of a stock option or, in each case, in the ordinary course of business; (iii) there have not been any material transactions entered into by the Company, the Bank or Beacon Comprehensive; (iv) there has not been any material adverse change in the aggregate dollar amount of the Bank’s deposits or its consolidated net worth;

(v) there has been no material adverse change in the Company’s, the Bank’s or Beacon Comprehensive’s relationship with its insurance carriers, including, without limitation, cancellation or other termination of the Company’s, the Bank’s or Beacon Comprehensive’s fidelity bond or any other type of insurance coverage; (vi) except as disclosed in the General Disclosure Package and the Prospectus, there has been no material change in management of the Company, the Bank or Beacon Comprehensive, (vii) none of the Company, the Bank or Beacon Comprehensive has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) none of the Company, the Bank or Beacon Comprehensive is in default in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the Company, the Bank and Beacon Comprehensive conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus; and (x) none of the Company, the Bank or Beacon Comprehensive has any material contingent liabilities, except as set forth in the General Disclosure Package and the Prospectus.

(xxi)

All documents made available to or delivered or to be made available to or delivered by the Company, the Bank or Beacon Comprehensive or their representatives in connection with the issuance and sale of the Shares, including records of account holders, depositors and borrowers of the Bank, or in connection with the Agent’s exercise of due diligence, except for those documents which were prepared by parties other than the Company or the Bank or their representatives, to the best knowledge of the Company and the Bank, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.

(xxii)

None of the Company, the Bank or Beacon Comprehensive is (i) in violation of their respective articles of incorporation, charters or bylaws, as applicable or (ii) in default in the performance or observance of any material obligation, agreement, covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound.  The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets of the Company, the Bank or Beacon Comprehensive pursuant to their respective articles of incorporation, charter or bylaws, as applicable, or any material contract, lease or other instrument in which the Company, the Bank or Beacon Comprehensive has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the Company, the Bank or Beacon Comprehensive except for such violations which would not have a material adverse effect on the financial condition and results of operations of the Company, the Bank and Beacon Comprehensive on a consolidated basis; or (iii) with the exception of the

liquidation account to be established in the Conversion, result in the creation of any material lien, charge or encumbrance upon any property of the Company, the Bank or Beacon Comprehensive .

(xxiii)

No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of the Company, the Bank or Beacon Comprehensive in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which the Company, the Bank or Beacon Comprehensive is a party or by which any of them or any of their property is bound or affected, except such defaults which would not have a material adverse effect on the financial condition or results of operations of the Company, the Bank and Beacon Comprehensive on a consolidated basis; such agreements are in full force and effect; and no other party to any such agreements has instituted or, to the best knowledge of the Company, the Bank and Beacon Comprehensive threatened any action or proceeding wherein the Company, the Bank or Beacon Comprehensive is alleged to be in default thereunder, where such action or proceeding, if determined adversely to the Company, the Bank or Beacon Comprehensive would have a material adverse effect on the financial condition, earnings, capital, assets, properties or business of the Company, the Bank and Beacon Comprehensive taken as a whole.

(xxiv)

Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Company will be within the range set forth in the General Disclosure Package and the Prospectus under the captions “Capitalization” and “Pro Forma Data” and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares will have been duly and validly 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 in the General Disclosure Package and the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the Tax-Qualified Employee Stock Benefit Plan with funds borrowed from the Company to the extent payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Common Stock conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus and the General Disclosure Package.  Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

(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 Shares, except for the approval of the  OTS and the SEC, and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as

may be required under the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”) and/or the The Nasdaq Stock Market.

(xxvi)

Crowe Chizek and Company LLC, which has certified the audited financial statements and schedules of the Bank included in the General Disclosure Package and the Prospectus, has advised the Company and the Bank in writing that they are, with respect to the Company and the Bank, independent public accountants within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants and applicable regulations of the SEC and the OTS.

(xxvii)

RP Financial, LC., which has prepared the Bank’s Independent Appraisal as of May 25, 2007, (as amended or supplemented, if so amended or supplemented) (the “Appraisal”), has advised the Company and the Bank in writing that it is independent of the Company and the Bank within the meaning of the Conversion Regulations.

(xxviii)

The Company, the Bank and Beacon Comprehensive have timely filed all required federal, state and local tax returns; the Company, the Bank and Beacon Comprehensive have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for similar future tax liabilities to the extent required by the accounting principles generally accepted in the United States of America and no deficiency has been asserted with respect thereto by any taxing authority.

(xxix)

The Bank is in compliance in all material respects with the applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(xxx)

To the knowledge of the Company, the Bank and Beacon Comprehensive , with the exception of the loan by the Company to the ESOP to purchase securities in an amount up to 8.0% of the securities sold in the Conversion, none of the Company, the Bank, Beacon Comprehensive or employees of the Company, the Bank or Beacon Comprehensive has made any payment of funds of the Company, the Bank or Beacon Comprehensive as a loan for the purchase of the Shares 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.

(xxxi)

None of the Company, the Bank or Beacon Comprehensive has: (i) issued any securities within the last 18 months (except for (a) notes to evidence Bank loans and securities sold under agreements to repurchase or other liabilities in the ordinary course of business or as described in the General Disclosure Package and the Prospectus and (b) shares issued in connection with the incorporation of the Company); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than: discussions and meetings relating to the proposed

Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as cont