ROEBLING FINANCIAL CORP, INC.

                   (a New Jersey-chartered Stock Corporation)

                      Up to 853,532 Shares of Common Stock

                   (Subject to Increase Up to 981,551 shares)



                          COMMON STOCK ($.10 Par Value)

                       Subscription Price $10.00 Per Share



                                AGENCY AGREEMENT

                                ___________, 2004



Keefe, Bruyette & Woods, Inc.

211 Bradenton Drive

Dublin, Ohio 43017-5034



Ladies and Gentlemen:



         Roebling Financial Corp, Inc., a federally  chartered stock corporation

(together  with  its  subsidiary,  the  "Mid-Tier  Holding  Company"),  Roebling

Financial Corp, Inc., a newly formed New Jersey-chartered stock form corporation

organized  to be the  successor of the Mid-Tier  Holding  Company (the  "Holding

Company"),  Roebling Financial Corp., MHC, a federally  chartered mutual holding

company which owned 54% of the common stock of the Mid-Tier  Holding  Company at

March 31, 2004 (the "MHC"),  and Roebling  Bank, a federally  chartered  savings

association  (the  "Bank")  whose  common  stock is owned in its entirety by the

Mid-Tier Holding Company (collectively,  the "Roebling Parties") hereby confirm,

jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. ("KBW"

or the "Agent"), as follows:



         Section  1. The  Offering.  The  MHC,  in  accordance  with the Plan of

                     -------------

Conversion  and  Reorganization  adopted April 8, 2004 (the "Plan"),  intends to

convert from mutual to stock form (the  "Conversion").  The  Conversion is being

conducted in accordance  with the laws of the United  States and the  applicable

regulations  of the  Office of Thrift  Supervision  ("OTS")  (such  laws and the

regulations of the OTS are referred to herein as the "Conversion  Regulations").

In connection  with the  Conversion,  the Holding  Company will offer stock on a

priority  basis to (i)  Eligible  Account  Holders  (depositors  at the close of

business on March 31, 2003 with deposits of at least $50.00);  (ii) the employee

stock ownership plan of the Holding Company; (iii) Supplemental Eligible Account

Holders  (depositors  at the close of business on June 30, 2004 with deposits of

at least $50.00); and (iv) Other Members (depositors at the close of business on

__________,  2004). All capitalized terms used in this Agreement and not defined

in this Agreement shall have the meanings set forth in the Plan. Pursuant to the

Plan,  the Holding  Company is offering a minimum of 630,878 and an  anticipated

maximum of 853,532  shares  (subject  to an  increase  up to 981,551  shares) of

common stock, par value $.10 per share (the



                                       1

{PAGE}



"Common  Stock"),  in the  Subscription  Offering,  and, if  necessary,  (i) the

Community Offering and/or (ii) a Syndicated Community Offering.



         Pursuant to the Plan, the Holding Company will offer and sell shares of

its  Common  Stock  (the  "Shares")  in  the  Subscription  Offering,  Community

Offering,  and/or  Syndicated  Community  Offering (the  "Offerings")  and issue

shares of the Holding  Company to existing  public  shareholders of the Mid-Tier

Holding  Company in exchange for their existing  shares of the Mid-Tier  Holding

Company (the "Exchange") so that, upon completion of the Offerings,  100% of the

outstanding  Common  Stock of the Holding  Company  will be publicly  held.  The

Holding  Company will sell the Shares in the  Offerings at $10.00 per share (the

"Purchase  Price").  If the  number of  Shares  is  increased  or  decreased  in

accordance  with the Plan,  the term "Shares"  shall mean such greater or lesser

number, where applicable.

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