RP FINANCIAL, LC.
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Financial Services Industry Consultants
April 10, 2003
Xx. Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Cheviot Savings Bank
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
Dear Xx. Xxxxxxxx:
This letter sets forth the agreement between Cheviot Savings Bank,
Cheviot, Ohio (the "Bank"), and RP Financial, LC. ("RP Financial"), whereby the
Bank has engaged RP Financial to prepare the regulatory business plan and
financial projections to be adopted by the Bank's Board of Directors in
conjunction with the concurrent reorganization and minority stock offering.
These services are described in greater detail below.
Description of Proposed Services
RP Financial's business planning services will include the following
areas: (1) evaluating the Bank's current financial and operating condition,
business strategies and anticipated strategies in the future; (2) analyzing and
quantifying the impact of business strategies, incorporating the use of net
offering proceeds both in the short and long term; (3) preparing detailed
financial projections on a quarterly basis for a period of at least three fiscal
years to reflect the impact of Board approved business strategies and use of
proceeds; (4) preparing the written business plan document which conforms with
applicable regulatory guidelines including a description of the use of proceeds
and how the convenience and needs of the community will be addressed; and (5)
preparing the detailed schedules of the capitalization of the Bank and mutual
holding company and related cash flows.
Contents of the business plan will include: Executive Summary; Description
of Business; Marketing Plan; Management Plan; Records, Systems and Controls;
Financial Management Plan; Monitoring and Revising the Plan; and Alternative
Business Strategy.
RP Financial agrees to prepare the business plan and accompanying
financial projections in writing such that the business plan can be filed with
the appropriate regulatory agencies prior to filing the appropriate
applications.
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Washington Headquarters
Rosslyn Center Telephone: (000)000-0000
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx No.: (000)000-0000
Arlington, VA 22209 Toll-Free No.: (000)000-0000
xxx.xxxxxxxxxxx.xxx E-Mail: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
Xx. Xxxxxx X. Xxxxxxxx
April 10, 2003
Page 2
Fee Structure and Payment Schedule
The Bank agrees to compensate RP Financial for preparation of the business
plan on a fixed fee basis of $12,500. Payment of the professional fees shall be
made upon delivery of the completed business plan. The Bank also agrees to
reimburse RP Financial for those direct out-of-pocket expenses necessary and
incidental to providing the business planning services. Reimbursable expenses
will likely include shipping, telephone/facsimile printing, computer and data
services, and shall be paid to RP Financial as incurred and billed. RP Financial
will agree to limit reimbursable expenses in conjunction with the appraisal
engagement, subject to written authorization from the Bank to exceed such level.
In the event the Bank shall, for any reason, discontinue this planning
engagement prior to delivery of the completed business plan and payment of the
progress payment fee, the Bank agrees to compensate RP Financial according to RP
Financial's standard billing rates for consulting services based on accumulated
and verifiable time expenses, not to exceed the fixed fee described above, plus
reimbursable expenses incurred.
If during the course of the planning engagement, unforeseen events occur
so as to materially change the nature or the work content of the business
planning services described in this contract, the terms of said contract shall
be subject to renegotiation by the Bank and RP Financial. Such unforeseen events
may include changes in regulatory requirements as it specifically relates to the
Bank or potential transactions that will dramatically impact the Bank such as a
pending acquisition or branch transaction.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as
indicated below and returning to RP Financial a signed copy of this letter.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
CEO and Managing Director
Xxxxxx Xx and Accepted By: Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Cheviot Savings Bank
Cheviot, Ohio
Date Executed: April 16, 2003
