CHANGE IN CONTROL AGREEMENT

                           CHANGE IN CONTROL AGREEMENT

     This Change in Control Agreement (this "Agreement") is made effective as of
October  1, 2007 (the  "Effective  Date"),  by and  between  Beacon  Federal,  a
federally  chartered  savings  association  with its  principal  office  in East
Syracuse, New York (the "Bank") and Nancy Studt ("Executive").

     WHEREAS,  Executive  currently  serves in the  position  of Vice  President
Mortgage Lending of the Bank, a position of substantial responsibility; and

     WHEREAS,  the Bank wishes to provide  economic  assurances  to Executive in
certain circumstances, as specified herein;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:

1.   TERM OF AGREEMENT

     This  Agreement  shall commence as of the Effective Date and shall continue
thereafter  for a period of one (1) year.  Commencing  on the first  anniversary
date  of  this  Agreement  (the  "Anniversary  Date"),  and  continuing  on each
Anniversary  Date  thereafter,  the term of this  Agreement  shall  renew for an
additional year such that the remaining term of this Agreement is always one (1)
year, unless written notice of non-renewal (a "Non-Renewal  Notice") is provided
to  Executive  at least thirty (30) days and not more than sixty (60) days prior
to any such  Anniversary  Date, in which case the term of this  Agreement  shall
become fixed and shall end one (1) year following such Anniversary Date.

2.   TERMINATION OF EMPLOYMENT

     This Agreement provides for certain payments and benefits to Executive only
in the  event  of a  Change  in  Control  (as  defined  below)  followed  by the
termination  of Executive's  employment  with the Bank, as set described in this
Section 2.

     (a) Upon the  occurrence  of a Change in  Control  during  the term of this
Agreement  followed by Executive's  (i)  involuntary  termination of employment,
other  than for Cause (as  defined  below)  within  one year after the Change in
Control or (ii) voluntary  termination of employment for Good Reason (as defined
below), the provisions of Section 3 shall apply. Upon the occurrence of a Change
in Control during the term of this Agreement,  Executive shall have the right to
elect to terminate employment with the Bank by resignation within one year after
any of the following events, each of which shall constitute "Good Reason": (A) a
demotion,  loss of title,  office or significant  authority (in each case, other
than as a result  of the fact  that the Bank is merged  into  another  entity in
connection  with the Change in Control  and will not  operate as a  stand-alone,
independent entity); (B) a reduction in his annual compensation or benefits;  or
(C)  relocation of his principal  place of employment by more than 50 miles from
its location immediately prior to the Change in Control; provided, however, that
the  Executive  must provide at least 30 days prior  written  notice to the Bank
given  within a  reasonable  period of time (not to exceed,  except in case of a
continuing  breach,  90 days) after the event giving rise to the right to elect;
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provided,  however,  that the Bank  shall  have at least 30 days to  remedy  the
situation.

     (b) The term "Change in Control"  shall mean any of the  following  events,
but shall not include a conversion of the Bank from mutual to stock form:

         (i) a change in control of the Bank or any holding  company of the Bank
of a nature that would be required to be reported in response to Item 5.01(a) of
the  current  report on Form 8-K, as in effect on the date  hereof,  pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"); or

         (ii) a change in control of the Bank or any holding company of the Bank
within the meaning of the Home  Owners'  Loan Act, as  amended,  and  applicable
rules and regulations  promulgated  thereunder,  as in effect at the time of the
Change in Control; or

         (iii) any of the following events, upon which a Change in Control shall
be deemed to have occurred:

               (A) any "person" (as the term is used in Sections 13(d) and 14(d)
of the Exchange  Act) is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank
or the Bank's holding  company  representing  25% or more of the combined voting
power of such outstanding securities,  except for any securities purchased by an
employee stock ownership plan or trust established by the Bank; or

               (B)  individuals  who  constitute the Board on the Effective Date
(the "Incumbent  Board") cease for any reason to constitute a majority  thereof,
provided that any person  becoming a director  subsequent to the Effective  Date
whose  election  was  approved  by a  vote  of at  least  three-quarters  of the
directors  comprising the Incumbent  Board, or whose  nomination for election by
stockholders  of the Bank or the Bank's holding company was approved by the same
Nominating Committee serving under an Incumbent Board, shall be, for purposes of
this  subsection  (B),  considered  as though they were members of the Incumbent
Board; or

               (C) a sale of all or substantially  all the assets of the Bank or
the Bank's holding company, or a plan of reorganization,  merger, consolidation,
or similar  transaction  occurs in which the security holders of the Bank or the
Bank's holding company  immediately prior to the consummation of the transaction
do not own at least  50.1%  of the  securities  of the  surviving  entity  to be
outstanding upon consummation of the transaction; or

               (D)  a  proxy  statement  is  issued   soliciting   proxies  from
stockholders of the Bank or the Bank's holding company by someone other than the
current  management  of  the  Bank  or  the  Bank's  holding  company,   seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or the Bank's  holding  company,  or similar  transaction  with one or more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then subject to the plan are to be exchanged  for or converted  into
cash or  property  or  securities  not issued by the Bank or the Bank's  holding
company; or

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               (E) a  tender  offer  is  made  for  25% or  more  of the  voting
securities of the Bank or the Bank's  holding  company and  stockholders  owning
beneficially or of record 25% or more of the outstanding  securities of the Bank
or the Bank's  holding  company  have  tendered or offered to sell their  shares
pursuant to such tender offer and such tendered shares have been accepted by the
tender offeror.

     (c)  Even if a  Change  in  Control  shall  occur  during  the term of this
Agreement,  Executive shall not have the right to receive  termination  benefits
pursuant to Section 3 upon termination of employment f