letter sets forth selected terms and conditions of our engagement

Exhibit 1.1

[Keefe, Bruyette & Woods Letterhead]

April 15, 2004

Mr. Robert W. White
Chairman, President & CEO
Abington Bank
180 Old York Road
Jenkintown, PA 19046

Dear Mr. White:

        This proposal is submitted in connection with Abington Bank's (the "Client" or "Bank") intention to convert from a mutual to a mutual holding company form of organization.

        Keefe, Bruyette and Woods, Inc. ("KBW") will act as the Bank's and the to be formed stock holding company's (the "Company") exclusive financial advisor and marketing agent in connection with the offering of shares of the Company to depositors and others (the "Offering"). This letter sets forth selected terms and conditions of our engagement.

        1.    Advisory/Offering Services.    As the Bank's and Company's financial advisor and marketing agent, KBW will provide the Bank and the Company with a comprehensive program of services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. KBW will provide financial and logistical advice to the Bank and the Company concerning the Offering and related issues. KBW will assist in providing Offering enhancement services intended to maximize stock sales in the Subscription Offering and to residents of the Bank's market area, if necessary, in the Community Offering.

        KBW shall provide financial advisory services to the Bank which are typical in connection with an equity offering and include, but are not limited to, overall financial analysis of the Client with a focus on identifying factors which impact the valuation of the common stock and provide the appropriate recommendations for the betterment of the equity valuation.

        Additionally, post Offering financial advisory services will include advice on shareholder relations, after-market trading, dividend policy (for both regular and special dividends), stock repurchase strategy and communication with market makers. Prior to the closing of the Offering, KBW shall furnish to client a post-Offering reference manual, which will include specifics relative to these items. (The nature of the services to be provided by KBW as the Bank's and the Company's financial advisor and marketing agent is further described in Exhibit A attached hereto.)

        2.    Preparation of Offering Documents.    The Bank, the Company and their counsel will draft the required regulatory applications, the Registration Statement, including the Prospectus and other documents to be used in connection with the Offering and minority stock issuance. KBW will attend meetings to review these documents and advise you on their form and content. KBW and its counsel will draft appropriate agency agreement and related documents as well as marketing materials other than the Prospectus.

        3.    Due Diligence Review.    Prior to filing the Registration Statement, the Prospectus or other documents naming KBW as the Bank's and the Company's financial advisor and marketing agent, KBW and their representatives will undertake substantial investigations to learn about the Bank's business and operations ("due diligence review") in order to confirm information provided to us and to evaluate information to be contained in the Bank's and/or the Company's offering documents. The Bank agrees that it will make available to KBW all relevant information, whether or not publicly available, which KBW reasonably requests, and will permit KBW to discuss with management the operations and prospects of the Bank. KBW will treat all material non-public information as confidential. The Bank acknowledges that KBW will rely upon the accuracy and completeness of all information received from

the Bank, its officers, directors, employees, agents and representatives, accountants and counsel including this letter to serve as the Bank's and the Company's financial advisor and marketing agent.

        4.    Regulatory Filings.    The Bank and/or the Company will cause appropriate Offering and offering documents to be filed with all regulatory agencies including, the Securities and Exchange Commission ("SEC"), the National Association of Securities Dealers ("NASD"), and such state securities commissioners as may be determined by the Bank and the Company.

        5.    Agency Agreement.    The specific terms of KBW's services, including stock offering enhancement and syndicated offering services contemplated in this letter shall be set forth in a mutually agreed upon Agency Agreement between KBW and the Bank and the Company to be executed prior to commencement of the offering, and dated the date that the Company's Prospect