ENGAGEMENT LETTER

Exhibit 1.1

[Ryan Beck & Co. Letterhead]

October 31, 2005

Mr. William J. Wagner

President & CEO

Chicopee Savings Bank

70 Center Street

Chicopee, MA 01013

Dear Mr. Wagner:

Ryan Beck & Co., Inc. (“RBCO”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between RBCO and Chicopee Savings Bank (the “Bank”) in connection with the potential mutual-to-stock full conversion of the Bank and the concurrent sale of common stock of a holding Institution to be formed in connection with the conversion.

1. BACKGROUND ON RYAN BECK

Ryan Beck & Co., Inc. was organized in 1946 and is one of the nation’s leading investment bankers for financial institutions. The firm is a registered broker-dealer with the Securities and Exchange Commission, a member of the National Association of Securities Dealers, Inc., Securities Industry Association and a member of the Securities Investor Protection Corporation. RBCO’s Financial Institutions Group is one of the nation’s largest such groups devoted solely to investment banking services for financial institutions.

2. FULL CONVERSION AND STOCK OFFERING

The Bank is considering converting from the mutual to the stock form of organization (the “Conversion”) by forming a stock holding company (the Bank and the holding company are referred to herein as the “Institution”.) The common stock (the “Common Stock”) would be offered in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering (collectively the “Offering”). In connection therewith, the Institution’s Board of Trustees would adopt a plan of conversion (the “Plan”) whereby shares of common stock would be offered for sale in the Offering. In connection with the Offering, RBCO would act as the financial advisor to the Institution with respect to the reorganization and Offering and as selling agent with respect to the Offering. Specific terms of services shall be set forth in an agency agreement (the “Definitive Agreement”) between RBCO and the Institution to be executed on the date the offering document is declared effective by the regulatory authorities. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by RBCO and the Institution (and its successors).

3. SERVICES TO BE PROVIDED BY RYAN BECK

RBCO provides and helps coordinate advisory, administrative and marketing services in connection with thrift reorganizations and related stock offerings. Our existing team has worked together on numerous such transactions.

a. Advisory Services - As your investment banker, RBCO will work with you and your counsel to evaluate financial, marketing and regulatory issues. Our working knowledge of the law and “lore” of bank regulators, securities regulators and NASD is essential. Our legal, accounting and regulatory background is equally important.

Our specific advisory responsibilities include:

b. Administrative Services and Stock Information Center Management – RBCO will manage all aspects of the Offering and Corporators Vote. Our efforts are meant to avoid mistakes, costly surprises

and lost opportunities. We identify key logistics, define responsibilities and create timetables to help avoid confusion among the many members of the working group. An offering also requires accurate and timely record keeping and reporting. Furthermore, customers must be handled professionally and their questions must be answered accurately.

The Stock Information Center is the “command center” during a stock offering. RBCO staff’s experience in managing many thrift minority stock offerings and full conversion offerings will help them minimize the burden on your management and staff. They will train and supervise the staff that you assign to the Center to help record stock orders, answer customer inquiries and participate in other activities of the Center.

Our administrative services include the following:

•

Train branch managers and customer-contact employees on the proper response to stock purchase and other inquiries;