[PROXY CARD]
[Side 1]
BOARDWALK BANK
I/We hereby appoint [_____________] and [_____________], or any one of
them acting in the absence of the other, as proxyholders, each with the power to
appoint his or her substitute, and hereby authorize them to represent and to
vote, as designated on the reverse side, all the shares of common stock of
Boardwalk Bank (the "Bank") held of record by me/us on March 8, 2006, at the
Annual Meeting of Shareholders to be held on April 27, 2006, or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
on the reverse side. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED (1) FOR
THE PROPOSAL TO REORGANIZE THE BANK INTO THE HOLDING COMPANY FORM OF OWNERSHIP,
(2) FOR THE ELECTION OF THE NOMINEES OF THE BOARD FOR ELECTION AS DIRECTORS, (3)
FOR THE 2006 EMPLOYEE STOCK PURCHASE PLAN, (4) FOR THE 2006 STOCK INCENTIVE
PLAN, (5) FOR RATIFICATION OF THE SELECTION OF KPMG AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS, AND (6) FOR THE ADJOURNMENT PROPOSAL. This proxy will be
voted, in the discretion of the proxy holders, upon such other business as may
properly come before the Annual Meeting of Shareholders or any adjournment
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please vote and sign on the other side
[Side 2]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL OF THE FOLLOWING MATTERS AND PROPOSALS
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MATTER NO. 1:
PROPOSAL TO REORGANIZE THE BANK
INTO A HOLDING COMPANY FORM
OF OWNERSHIP FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
MATTER NO. 2: [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
ELECTION OF DIRECTORS below (except as marked to for all nominees listed
the contrary below) below
Michel D. Devlin; Mark A. Benevento; Joseph M. Brennan; Rudolph M. Chiorazzo; Arthur R. Coslop;
Agostino R. Fabietti; James L. Fraser; Arthur J. Galletta; Thomas L. Glenn, III; Roy Goldberg;
Carol Nugent Harris; Patricia C. Koelling, Thomas S. Rittenhouse; Thomas K. Ritter
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH HIS OR HER NAME IN THE ABOVE LIST.)
MATTER NO. 3:
2006 EMPLOYEE STOCK PURCHASE PLAN FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
MATTER NO. 4:
2006 STOCK INCENTIVE PLAN FOR AGAINST ABSTAIN
----- --------- ---------
[ ] [ ] [ ]
MATTER NO. 5:
RATIFICATION OF SELECTION OF KPMG AS REGISTERED PUBLIC
ACCOUNTANTS FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
MATTER NO. 6:
ADJOURN PROPOSAL FOR AGAINST ABSTAIN
----- --------- ---------
[ ] [ ] [ ]
(PLEASE SIGN, DATE AND RETURN
THIS PROXY IN THE ENCLOSED
ADDRESSED ENVELOPE)
Dated __________, 2006
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Signature
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Signature if held jointly. Please sign exactly as
your name appears on this proxy card
[ ] Please check this box if you plan to attend the 2006 Annual Meeting.