[Letterhead of Sandler ONeill & Partners, L.P.]

Exhibit 1.1

[Letterhead of Sandler O’Neill & Partners, L.P.]

June 24, 2004

Board of Directors

OC Financial MHC

1001 Asbury Avenue

Ocean City, NJ ###-###-####

Board of Directors

Ocean City Home Bank

1001 Asbury Avenue

Ocean City, NJ ###-###-####

Board of Directors

Ocean Shore Holding Co.

1001 Asbury Avenue

Ocean City, NJ ###-###-####

Ladies and Gentlemen:

Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to act as an independent financial advisor to the Ocean City Home Bank (the “Bank”), OC Financial, MHC (the “Holding Company”) and Ocean Shore Holding Co. in connection with the offer and sale of certain shares of the common stock (the “Common Stock”) of Ocean City Holding Company, a middle-tier stock holding company (the “MHC”) to the Bank’ s eligible account holders in a Subscription Offering, to members of the Bank’s community in a Direct Community Offering and, under certain circumstances, to the general public in a Syndicated Community Offering (collectively, the “Offerings”). For purposes of this letter, the term “Actual Purchase Price” shall mean the price at which the shares of the Common Stock are sold in the Offerings. This letter is to confirm the terms and conditions of our engagement.

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 2

ADVISORY SERVICES

Sandler O’Neill will act as a consultant and advisor to the Bank, the MHC and the Holding Company and will work with the Bank’s, the MHC’s and the Holding Company’s management, counsel, accountants and other advisors in connection with the Offerings. We anticipate that our services will include the following, each as may be necessary and as the Bank, the MHC and the Holding Company may reasonably request:

FEES

If the Offerings are consummated, the Bank, the MHC and the Holding Company agree to pay Sandler O’Neill for its services hereunder the fees set forth below:

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 3

If (i) Sandler O’Neill’s engagement hereunder is terminated for any of the reasons provided for under the second paragraph of the section of this letter captioned “Definitive Agreement,” or (ii) the Offerings are terminated by the Bank, no fees shall be payable by the Bank, the MHC or the Holding Company to Sandler O’Neill hereunder; however, the Bank, the MHC and the Holding Company shall reimburse Sandler O’Neill for its reasonable out-of-pocket expenses (including legal fees) incurred in connection with its engagement hereunder and for any fees and expenses incurred by Sandler O’Neill on behalf of the Bank, the MHC or the Holding Company pursuant to the second paragraph under the caption “Costs and Expenses” below.

All fees payable to Sandler O’Neill hereunder shall be payable in cash at the time of the closing of the Offerings. In recognition of the long lead times involved in the offering process, the Bank agrees to make an advance payment to Sandler O’Neill in the aggregate amount of $25,000, which shall be payable upon execution of this letter and which shall be credited against any fees or reimbursement of expenses payable hereunder.

SYNDICATED COMMUNITY OFFERING

If any shares of the Common Stock remain available after the expiration of the Subscription Offering and the Direct Community Offering, at the request of the Bank, the MHC and the Holding Company and subject to the continued satisfaction of the conditions set forth in the second paragraph under the caption “Definitive Agreement” below, Sandler O’Neill will seek to form a syndicate of registered dealers to assist in the sale of such Common Stock in a Syndicated Community Offering on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement. Sandler O’Neill will endeavor to limit the aggregate fees to be paid by the Bank, the MHC and the Holding Company under any such selected dealers agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment, which shall not exceed 7% of the aggregate Actual Purchase Price of the shares sold under such agreements. Sandler O’Neill will endeavor to distribute the Common Stock among dealers in a fashion which best meets the distribution objectives of the Bank, the MHC and the Holding Company, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Sandler O’Neill be obligated to act as a selected dealer or to take or purchase any shares of the Common Stock.

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 4

COSTS AND EXPENSES

In addition to any fees that may be payable to Sandler O’Neill hereunder and the expenses to be borne by the Bank, the MHC and the Holding Company pursuant to the following paragraph, the Bank, the MHC and the Holding Company agree to reimburse Sandler O’Neill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offerings are consummated, including, without limitation, legal fees, advertising, promotional, syndication, and travel, up to an aggregate maximum of $45,000; provided, however, that Sandler O’Neill shall document such expenses to the reasonable satisfaction of the Bank, the MHC and the Holding Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

As is customary, the Bank, the MHC and the Holding Company will bear all other expenses incurred in connection with the Offerings, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required NASD filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the shares in the various states; (iv) listing fees; and (v) all fees and disbursements of the Bank’s, the MHC’s and the Holding Company’s counsel, accountants, conversion agent and other advisors. In the event Sandler O’Neill incurs any such fees and expenses on behalf of the Bank, the MHC or the Holding Company, the Bank, the MHC and the Holding Company will reimburse Sandler O’Neill for such fees and expenses whether or not the Offerings are consummated.

DUE DILIGENCE REVIEW

Sandler O’Neill’s obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Bank, the MHC and the Holding Company, and their respective directors, officers, agents and employees, as Sandler O’Neill and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Bank, the MHC and the Holding Company agree that, at their expense, it will make available to Sandler O’Neill all information which Sandler O’Neill requests, and will allow Sandler O’Neill the opportunity to discuss with the Bank’s, the MHC’s and the Holding Company’s management the financial condition, business and operations of the Bank, the MHC and the Holding Company. The Bank, the MHC and the Holding Company acknowledge that Sandler O’Neill will rely upon the accuracy and completeness of all information received from the Bank, the MHC and the Holding Company and their directors, trustees, officers, employees, agents, independent accountants and counsel.

BLUE SKY MATTERS

The Bank, the MHC and the Holding Company agree that if Sandler O’Neill’s counsel does not serve as counsel with respect to blue sky matters in connection with the Offerings, the Bank, the MHC and the Holding Company will cause the counsel performing such services to prepare a Blue

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 5

Sky Memorandum related to the Offerings including Sandler O’Neill’s participation therein and shall furnish Sandler O’Neill a copy thereof addressed to Sandler O’Neill or upon which such counsel shall state Sandler O’Neill may rely.

CONFIDENTIALITY

Other than disclosure to other firms made part of any syndicate of selected dealers or as required by law or regulation or legal process, Sandler O’Neill agrees that it will treat as confidential all material, non-public information relating to the Bank, the MHC and the Holding Company obtained in connection with its engagement hereunder (the “Confidential Information”) whether or not the Offerings are consummated. As used in this paragraph, the term “Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Sandler O’Neill, (ii) was available to Sandler O’Neill on a non-confidential basis prior to its disclosure to Sandler O’Neill by the Bank, the MHC or the Holding Company, or (iii) becomes available to Sandler O’Neill on a non-confidential basis from a person other than the Bank, the MHC or the Holding Company who is not otherwise known to Sandler O’Neill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

INDEMNIFICATION

Since Sandler O’Neill will be acting on behalf of the Bank, the MHC and the Holding Company in connection with the Offerings, the Holding Company, the MHC and the Bank agree to indemnify and hold Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Sandler O’Neill and each such person being an “Indemnified Party”) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the Offerings or the engagement of Sandler O’Neill pursuant to, or the performance by Sandler O’Neill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Bank, the MHC and the Holding Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (i) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, or any of the applications, notices, filings or documents related thereto made in reliance on and in conformity with written information furnished to the Bank, the MHC or the Holding Company by Sandler O’Neill expressly for use therein, or (ii) is primarily attributable to the gross negligence,

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 6

willful misconduct or bad faith of Sandler O’Neill. If the foregoing indemnification is unavailable for any reason, the Bank, the MHC and the Holding Company agree to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offerings bears to that of Sandler O’Neill.

DEFINITIVE AGREEMENT

Sandler O’Neill and the Bank, the MHC and the Holding Company agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Bank, the MHC and the Holding Company and Sandler O’Neill with respect to the services to be provided by Sandler O’Neill in connection with the Offerings, which will serve as a basis for Sandler O’Neill commencing activities, and (b) the only legal and binding obligations of the Bank, the MHC, the Holding Company and Sandler O’Neill with respect to the subject matter hereof shall be (1) the Bank’s, the MHC’s and the Holding Company’s obligation to reimburse costs and expenses pursuant to the section captioned “Costs and Expenses,” (2) those set forth under the captions “Confidentiality” and “Indemnification,” and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Subscription Offering relating to the services of Sandler O’Neill in connection with the Offerings. Such Agency Agreement shall be in form and content satisfactory to Sandler O’Neill, the Bank, the MHC and the Holding Company and their respective counsel and shall contain standard indemnification provisions mutually acceptable to the Bank, the MHC and the Holding Company and Sandler O’Neill and consistent herewith.

Sandler O’Neill’s execution of such Agency Agreement shall also be subject to (i) Sandler O’Neill’s satisfaction with its investigation of the Bank’s, the MHC’s and the Holding Company’s business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O’Neill and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O’Neill’s counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (v) market conditions at the time of the proposed offering. Sandler O’Neill may terminate this agreement if such Agency Agreement is not entered into prior to December 31, 2004.

OC Financial, MHC

Ocean City Home Bank

Ocean Shore Holding Co.

June 24, 2004

Page 7

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.

Accepted and agreed to as of

the date first above written: