September 17, 1998
Board of Directors
Capitol Federal Savings & Loan Association
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000-0000
Dear Members of the Board:
This letter sets forth the agreement between Capitol Federal Savings & Loan
Association, Topeka, Kansas ("Capitol Federal" or the "Association"), and RP
Financial, LC. ("RP Financial"), whereby the Association has engaged RP
Financial to prepare the regulatory business plan and financial projections for
the private charitable foundation to be formed in conjunction with the
concurrent mutual holding company reorganization and minority stock offering.
These services are described in greater detail below.
Description of Proposed Services
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RP Financial's business planning services will include the following areas:
(1) describing potential charitable organizations to receive grants or donations
based on parties identified by the Association; (2) describing the potential
cash flows of the foundation over a five year period; (3) preparing detailed
financial projections on an annual basis for a period of five fiscal years to
reflect the impact of the anticipated cash flows; (4) describing the corporate
governance of the foundation, including the management of the charitable
foundation on a day-to-day basis; (5) preparing the written business plan
document which conforms with applicable regulatory guidelines; and (6)
describing the general policies and procedures of the charitable foundation.
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 in accordance with the scheduled filing date.
Fee Structure and Payment Schedule
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The Association agrees to compensate RP Financial for preparation of the
business plan for the charitable foundation on a fixed fee basis of $20,000.
Payment of the professional fees shall be made upon delivery of the completed
business plan.
Board of Directors
September 17, 1998
Page 2
The Association 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 Association to exceed such level.
In the event the Association shall, for any reason, discontinue this
planning engagement prior to delivery of the completed business plan and payment
of the progress payment fee, the Association 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 Association and RP Financial. Such unforeseen events may
include changes in regulatory requirements as it specifically relates to Capitol
Federal or changes in the amount of the contribution or structure of the
foundation, which will dramatically impact the charitable foundation's cash
flows, corporate governance or operations.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to RP Financial a signed copy of this letter.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Managing Director
Agreed To and Accepted By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
President
Upon Authorization by the Board of Directors For:
Capitol Federal Savings & Loan Association
Topeka, Kansas
Date Executed: November 16, 1998
