RP(R) FINANCIAL, LC.
Financial Services Industry Consultants
EXHIBIT 99.3
September 10, 2004
Xx. Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Xxxxxxxx Xxxxxxxx Savings Bank
00 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter sets forth the agreement between Xxxxxxxx Xxxxxxxx Savings
Bank, Franklin, Massachusetts ("Xxxxxxxx Xxxxxxxx"), subsidiary of Xxxxxxxx
Xxxxxxxx Xxxxxxx, M.H.C., and RP(R) Financial, LC. ("RP Financial"), whereby
Xxxxxxxx Xxxxxxxx has engaged RP Financial to prepare the written business plan
document and financial projections reflecting the pro forma impact of the mutual
to stock conversion of Xxxxxxxx Xxxxxxxx, the simultaneous cash and stock
acquisition of Chart Bank, Waltham, Massachusetts, and the post-conversion and
merger activities of Xxxxxxxx Xxxxxxxx. 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 Xxxxxxxx Xxxxxxxx'x current financial and operating
condition, business strategies and anticipated future strategies, both currently
and on a pro forma basis; (2) quantifying the impact of business strategies,
incorporating the use of offering proceeds and the acquisition of Xxxxxxxx
Xxxxxxxx; (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 and the use of offering proceeds; (4) preparing the written
business plan document which conforms with applicable regulatory guidelines,
including a description of the use of offering proceeds 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.
The 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 conforming to
regulatory guidelines can be filed with the appropriate federal and state
regulatory agencies in conjunction with the filing of the stock offering
application.
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
September 10, 2004
Page 2
FEE STRUCTURE AND PAYMENT SCHEDULE
Xxxxxxxx Xxxxxxxx agrees to compensate RP Financial for preparation of
the business plan on a fixed fee basis of $15,000. Payment of the professional
fees shall be made upon delivery of the completed business plan. Xxxxxxxx
Xxxxxxxx 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 in conjunction with the business planning and appraisal
engagements, subject to written authorization from Xxxxxxxx Xxxxxxxx to exceed
such level.
In the event Xxxxxxxx Xxxxxxxx shall, for any reason, discontinue this
planning engagement prior to delivery of the completed business plan and payment
of the progress payment fee, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx and RP Financial. Such
unforeseen events may include changes in regulatory requirements as it
specifically relates to Xxxxxxxx Xxxxxxxx.
INDEMNIFICATIONS
The provisions of paragraph 3 in that certain letter agreement dated
September 10, 2004 between Xxxxxxxx Xxxxxxxx and RP Financial are incorporated
herein by reference.
Please acknowledge your agreement to the foregoing by signing as
indicated below and returning to RP Financial a signed copy of this letter.
Sincerely,
Xxxxxxx X. Xxxxxxxxxxx
CEO and Managing Director
Agreed To and Accepted By: Xxxxxx X. Xxxxxxxx ___________________________
President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Xxxxxxxx Xxxxxxxx Savings Bank
Subsidiary of Xxxxxxxx
Xxxxxxxx Xxxxxxx, X.X.X.
Xxxxxxxx, Massachusetts
Date Executed: ___________________________________
