EXHIBIT 99.2
RP FINANCIAL, LC.
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FINANCIAL SERVICES INDUSTRY CONSULTANTS
June 5, 2003
Xx. Xxxxxxx X. Xxxxxxxxxx
Chairman, President and Chief Executive Officer
Flatbush Federal Savings & Loan Association
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxxxx:
This letter sets forth the agreement between Flatbush Federal Savings &
Loan Association, Brooklyn, New York (the "Association"), and RP Financial, LC.
("RP Financial"), whereby the Association has engaged RP Financial to prepare
the regulatory business plan and financial projections to be adopted by the
Association'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
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RP Financial's business planning services will include the following areas:
(1) evaluating the Association'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 Association 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 Fax No.: (000) 000-0000
Arlington, VA 22209 Toll-Free No.: (000) 000-0000
xxx.xxxxxxxxxxx.xxx E-Mail: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
XX. XXXXXXX X. XXXXXXXXXX
JUNE 5, 2003
PAGE 2
FEE STRUCTURE AND PAYMENT SCHEDULE
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The Association agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $10,000. Payment of the professional fees
shall be made upon delivery of the completed business plan. 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
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 the
Association or potential transactions that will dramatically impact the
Association 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
Chief Executive Officer and
Managing Director
Agreed To and Accepted By: Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Chairman, President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Flatbush Federal Savings &
Loan Association
Brooklyn, New York
Date Executed: June 11, 2003
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