EXHIBIT 99.4
[LETTERHEAD OF RP FINANCIAL, LC.]
March 31, 2000
Xx. Xxxxxxx X. Xxxxxxx, Xx.
President and Chief Executive Officer
Xxxxxx Financial, Inc., Subsidiary of Xxxxxx Financial MHC
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
This letter sets forth the agreement between Xxxxxx Financial, Inc.
("Xxxxxx" or the "Company"), subsidiary of Xxxxxx Financial MHC, Harrisburg,
Pennsylvania (the "MHC"), and RP Financial, LC. ("RP Financial"), whereby the
Company has engaged RP Financial to prepare the written document and financial
projections reflecting the post-conversion activities of the Company in
conjunction with the public stock offering of shares of common stock of Xxxxxx
and the contemporaneous stock acquisition of York Financial Corp., York,
Pennsylvania ("York"). These services are described in greater detail below.
Description of Proposed Services
--------------------------------
RP Financial's business planning services will include the following areas:
(1) determining the Company's current financial and operating condition,
business strategies and anticipated future strategies, both currently and
incorporating the merger transaction; (2) quantifying the impact of business
strategies, incorporating the use of offering proceeds; (3) preparing detailed
financial projections on a quarterly basis for a period of at least three fiscal
years to reflect the impact of selected business strategies, the use of offering
proceeds and the merger transaction; (4) preparing the written business plan
document which conforms with applicable regulatory guidelines, including a
description of the use of offering proceeds, post-merger operations and how the
convenience and needs of the community will be addressed; and (5) preparing the
detailed schedules of the capitalization and inter-company cash flows.
Contents of the business plan will include: Philosophy/Goals; Economic
Environment and Background; Lending, Leasing and Investment Activities; Deposit,
Savings and Borrowing Activity; Asset and Liability Management; Operations;
Records, Systems and Controls; Growth, Profitability and Capital; Responsibility
for Monitoring this Plan.
RP Financial agrees to prepare the business plan and accompanying financial
projections in writing such that the business plan conforming to regulatory
guidelines can be filed with the appropriate federal and state regulatory
agencies in conjunction with the filing of the stock offering and merger
applications.
Xx. Xxxxxxx X. Xxxxxxx, Xx.
March 31, 2000
Page 2
Fee Structure and Payment Schedule
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The Company agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $30,000. Payment of the professional fees
shall be made upon delivery of the completed business plan. The Company also
agrees to reimburse RP Financial for those direct reasonable 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 to
an amount not to exceed $10,000 in conjunction with the business planning and
appraisal engagements, subject to written authorization from the Company to
exceed such level.
In the event the Company shall, for any reason, discontinue this planning
engagement prior to delivery of the completed business plan and payment of the
progress payment fee, the Company 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 Company and RP Financial. Such unforeseen events may
include changes in regulatory requirements as it specifically relates to the
Company or changes in the structure of the merger transaction that will
dramatically impact the Company.
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/ Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Chief Executive Officer and
Managing Director
Xxxxxx Xx and Accepted By: Xxxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Xxxxxx Financial, Inc.
Subsidiary of Xxxxxx Financial
MHC
Harrisburg, Pennsylvania
Date Executed: 4/30/00
