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) ESCROW AGREEMENT
COUNTY OF EFFINGHAM )
THIS ESCROW AGREEMENT dated the _____ day of _______________, 1997, by
and between CITIZENS EFFINGHAM BANCSHARES, INC. (the "Company"), a Georgia
corporation which upon the receipt of certain regulatory approvals described
herein would become the sole shareholder of THE CITIZENS BANK OF EFFINGHAM,
presently in organization (the "Bank"), and THE SAVANNAH BANK, N.A., a
federally-chartered national bank (the "Escrow Agent").
WHEREAS, as described in the prospectus dated ________________ ___,
1997, the Company, through a non-underwritten public offering, intends to
solicit from prospective shareholders subscriptions for approximately 512,000
shares of common stock in the Company at $10 per share (hereinafter referred to
as the "Offering"); and
WHEREAS, the Company will utilize not less than $5,000,000 of aggregate
proceeds of the Offering to acquire the capital stock of the Bank; and
WHEREAS, in connection with the Offering, the Company intends to accept
stock subscription offers in substantially the form attached hereto as Exhibit A
(the "Subscription Forms") from persons subscribing to shares in the Offering
wherein subscribers would make payment to the Escrow Agent under the terms
hereof, pending disposition as provided herein; and
WHEREAS, the Company anticipates issuing its common capital stock (the
"Common Stock") to the subscribers of the Offering (collectively the
"Subscribers," which term shall, prior to the issuance of the Common Stock,
refer to persons whose subscriptions
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have been accepted by the Company, and after issuance of the Common Stock, shall
refer to the shareholders of the Company of record), immediately upon completion
of the Offering and prior to its receipt of (i) final approval of the Bank's
charter by the Georgia Department of Banking and Finance (the "Department") and
(ii) the approvals of the applications of the Company to acquire the capital
stock of the Bank filed with the Department and the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"); and
WHEREAS, upon issuance of the Common Stock, all such issued Common
Stock will be validly issued and fully paid and nonassessable shares of common
stock of the Company; and
WHEREAS, for the benefit of the Subscribers and as agent of the
Company, the Escrow Agent will hold the funds paid to the Escrow Agent as
aforesaid until receipt by the Company of the aforesaid approvals from the
Department and the Federal Reserve Board, except as disbursements may be herein
authorized; and
WHEREAS, the Escrow Agent is agreeable to serving as Escrow Agent upon
the terms and conditions stated herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the undersigned
hereby agree as follows:
1. The Escrow Agent agrees to accept funds as herein provided from the
Subscribers for accepted subscriptions with the completed original Subscription
Forms and to hold said funds and invest them and disburse them as herein
provided until the
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Department grants final approval of the Bank's charter and the Department and
the Federal Reserve Board each grants final approval of the Company's
acquisition of the capital stock of the Bank, which approvals the parties agree
shall be conclusively established by written confirmation from the Company of
such approvals accompanied by (i) a true copy of the original Department's
letter authorizing the release of the escrow funds and (ii) true copies of
letters of approval from the Department and the Federal Reserve Board under
Section 3(a)(i) of the Federal Bank Holding Company Act, in each case as
certified by the President of the Company. Amounts designated on Exhibit B
hereto (the "Organizers") shall be held by the Escrow Agent in one account
called the "Organizers' Account." All funds received by other Subscribers in the
Offering shall be held by the Escrow Agent in an account called the "Public
Offering Account." The Organizers' Account and the Public Offering Account are
sometimes collectively herein referred to as the "Accounts." All funds received
by the Escrow Agent from Subscribers shall be, at the time of receipt by the
Escrow Agent, deemed received by the Company, and shall be for accepted
subscriptions; provided, however, that the Company may, after the deposit of
funds paid by a Subscriber, cancel the accepted subscription, or any portion
thereof, in its discretion as set forth in the Prospectus. Upon the cancellation
of an accepted subscription, in whole or in part, the Escrow Agent shall, upon
notice from the Company to that effect, return the proceeds relating to the
cancelled subscription, or portion thereof, to the
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Subscriber together with income thereon as allocated pursuant to the terms
hereof, but less, with respect to any income thereon, any portions required by
law to be withheld (which amounts shall timely be paid to the appropriate
authority).
2. If (1) fewer than 512,000 shares of Common Stock have been
subscribed to by 5:00 p.m. on April 1, 1998, (2) by 5:00 p.m. on October 1, 1998
the Escrow Agent has not received notice from the Company that the Department
has authorized the release of the amounts on deposit in the Escrow Accounts and
that the Federal Reserve Board and the Department have approved the Company's
acquisition of the Bank's capital stock, or (3) the Escrow Agent sooner receives
written notice from the Company that the Bank has failed to receive any of such
approvals or that the Company has withdrawn or cancelled the Offering, then the
Escrow Agent shall promptly refund to each Subscriber the liquidated value of
his pro rata share of the escrow funds held in the Account in which each
Subscriber's funds have been placed (on a per share basis) and any income
thereon determined pursuant to paragraph 4 hereof, less the following:
(i) with respect to any income earned in the Account from
which refund is being made, any portion required by law to be withheld
(which amounts will timely be paid by the Escrow Agent to the
appropriate authority) shall be withheld;
(ii) the pro rata share of the expenses of the Offering,
based on the number of shares represented by the funds initially in
each account, shall be withheld. The expenses of
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the Offering include but are not limited to, filing fees, costs of
professional and consulting fees, travel expense, printing, postage,
telephone and supply costs related to the Offering, as certified to the
Escrow Agent by the Company ("Offering Expenses");
(iii) if a Subscriber's funds have been placed in the
Organizers Account, then the pre-opening and organizational expenses of
the Company and the Bank including but not limited to filing fees,
costs of professional and consulting fees, travel expenses, printing,
postage, telephone and supply costs related to the organization of the
Company and the Bank, all pre-opening salaries for employees of the
Company and the Bank, all capital expenditures and other amounts
approved by the Board of Directors of the Company required for the
Company or the Bank to make improvements or to purchase real estate,
equipment, furniture or services related to the business of either, or
to construct banking facilities, and the amounts owed by the Directors
pursuant to loans made to the Directors d/b/a the Citizens Effingham
Partnership, as certified from time to time to the Escrow Agent by the
Company ("Pre-opening and Organizational Expenses and Capital
Expenditures") shall be deducted pro rata from each Organizer's funds
and shall be paid to the Company.
3. In the event the refund described in Paragraph 2 above shall take
place after issuance of the Common Stock, such refund shall be in the form of a
cash dividend to the extent allowed under
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applicable law, unless in the judgment and sole discretion of the Company,
another method of distribution would be more advantageous to the Subscribers.
Payments received by the Escrow Agent need not be in a collected funds status by
April 1, 1998 but collected funds must be received with respect to such payments
prior to the issuance of the Common Stock and in any event be due no later than
one (1) week after April 1, 1998.
In the event of a dividend to Subscribers of the funds held by the
Escrow Agent hereunder, as described above, which occurs after the shares of
Common Stock are issued to the Subscriber, the Company will promptly notify the
Escrow Agent and all of its shareholders, and such notice will further set a
record date (which will not be more than 20 days after the date of such notice)
to be used to determine which of the Company's shareholders will be entitled to
receive the dividend. In the event of any dividend of escrow funds after shares
of the Common Stock are issued, the Escrow Agent will make any payments of the
escrow funds provided for in this Agreement to the shareholders of the Company
of record as of the record date described above.
4. At such time prior to October 1, 1998 as the Company presents
written verification of the authorization by the Department to release the
amounts held in the Accounts and the approvals of the Federal Reserve Board and
the Department described in Section 1 to the Escrow Agent, the Escrow Agent
shall pay to the Company the liquidated value of the funds or investments held
pursuant to this Agreement, together with all income earned
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thereon, in accordance with written instructions to be received from the Company
and the Department. If requested by the Company, the Escrow Agent will certify
to the Department or any other regulatory authority that it is holding funds
pursuant to this Agreement for capitalization of the Bank.
5. Immediately upon receipt by the Escrow Agent of the proceeds from
the sale of all 512,000 shares of the Common Stock offered in the Offering, the
Escrow Agent, as instructed in writing by the Company, shall disburse from the
Organizers Account an amount equal to the Pre-opening and Organizational
Expenses and Capital Expenditures then incurred, defined in Paragraph 2 above,
and a pro rata share of the expenses of the Offering, as certified to the Escrow
Agent by the Company. Thereafter, from time to time the Escrow Agent, as
instructed in writing by the Company, shall disburse from the Organizers Account
amounts equal to the Pre-opening and Organizational Expenses and Capital
Expenditures incurred by the Company from time to time and not yet disbursed
from the Organizers' Account. All shares of Common Stock issued by the Company
shall be fully paid and nonassessable notwithstanding the Escrow Agent holding
the subscription proceeds therefor for the benefit of the Company pursuant to
the terms hereof.
6. The Offering will expire on or before April 1, 1998.
7. (a) If prior to the date of issuance of the Common Stock to
Subscribers, income on the escrow funds or investments is required to be
disbursed to a Subscriber, the Subscriber's allocated share of such income shall
be calculated as follows:
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(i) Each Subscriber shall be credited with one
allocation point for each day the initial subscription proceeds
representing each share of Common Stock subscribed or purchased by each
Subscriber have been invested in the Account holding the subject
subscription proceeds. The total allocation points, equal to the number
of days multiplied by the number of subscribed or purchased shares of
each Subscriber in the same Account, shall hereinafter be referred to
as such Subscriber's "Subscriber Allocation Points."
(ii) The Subscriber Allocation Points of each Subscriber
shall be added to the Subscriber Allocation Points of all other
Subscribers whose funds are held in the same Account, such sum being
hereinafter referred to as the "Aggregate Allocation Points."
(iii) The total interest earned from the investments in the
Account in which a Subscriber's funds are held shall be allocated to
each Subscriber in an amount equal to the total interest earned from
the investments in said Account multiplied by a fraction, the numerator
of which shall be such Subscriber's Subscriber Allocation Points, and
the denominator of which shall be the Aggregate Allocation Points.
(b) If after the date of issuance of the Common Stock, income on the
Account or investment is required to be disbursed to a Subscriber, the
Subscriber's share of such income shall be allocated pro rata on a per share
basis among the Subscribers in all Accounts.
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8. If the parties shall be in disagreement about the interpretation of
this Agreement, or about the rights and obligations, or the propriety of any
action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but
shall not be required to, file an appropriate civil action to resolve the
disagreement. The Escrow Agent shall be indemnified for all costs, including
reasonable attorney's fees, in connection with such civil action, and shall be
fully protected in suspending all or part of its activities under the Agreement
until a final judgment in such action is received.
9. Any certification required hereunder from the Company shall be
signed by the President or a Vice President and the Secretary or Assistant
Secretary of the Company and shall contain a statement that the Board of
Directors of the Company has expressly approved any disbursement to the Company
other than those expressly identified on Exhibit C hereto attached. The Escrow
Agent may act in reliance upon any writing or instrument or signature which it,
in good faith, believes to be genuine; may assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument; and may
assume that any person purporting to give any writing, notice, advice, or
instructions in connection with the provisions hereof has been duly authorized
to do so. The Escrow Agent shall not be liable in any manner for the sufficiency
or correctness as to form, manner and execution, or validity of any instrument
deposited in the escrow, nor as to the identity, authority, or right of any
person executing
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the same; and its duties hereunder shall be limited to the safekeeping of
agreements, monies, instruments or other documents received by it as such escrow
holder, and to the disposition of the same in accordance with the written
instrument accepted by it in this Agreement.
10. Unless the Escrow Agent discharges any of its duties hereunder in a
grossly negligent manner or is guilty of bad faith or willful misconduct with
regard to its duties hereunder, the undersigned hereby agrees to indemnify the
Escrow Agent and hold it harmless from any and all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expense, fees,
or charges of any character or nature, which it may incur or with which it may
be threatened by reason of its acting as Escrow Agent under this Agreement; and
in connection herewith, to indemnify the Escrow Agent against any and all
expenses, including reasonable attorney's fees and the cost of defending any
action, suit or proceeding or resisting any claim. The Escrow Agent shall be
vested with a lien on all property deposited hereunder for indemnification, for
reasonable attorney's fees, court costs, for any suit, interpleader or
otherwise, or any other expenses, fees or charges of any character or nature,
which may be incurred by said Escrow Agent by reason of disputes arising between
the makers of the escrow as to the correct interpretation of this Agreement and
instructions given to the Escrow Agent hereunder, or otherwise, with the right
of said Escrow Agent, regardless of the instructions aforesaid, to hold the said
property until and unless said additional expenses, fees, and charges shall be
fully paid.
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11. The Escrow Agent agrees that the Company, with the approval of a
majority of the Subscribers (whose Subscriptions or share holdings aggregate
more than 50% of the total amount of shares subscribed or outstanding at the
time notice of removal is given), may remove it as escrow agent hereunder at any
time upon thirty (30) days written notice to the Escrow Agent, and substitute
another bank therefor, in which event the Escrow Agent, upon receipt of written
notice thereof, shall account for and deliver to such substituted escrow agent
all funds and obligations held by it pursuant to this Agreement, less any
amounts then due and unpaid to it for fees and expenses as herein provided for
and the Escrow Agent shall thereafter be discharged from all liability
hereunder.
12. The Escrow Agent may resign as escrow agent hereunder at any time
upon thirty (30) days written notice to the Company and the Subscribers. The
Company and a majority of the Subscribers (whose Subscriptions or share holdings
aggregate more than 50% of the total amount of shares subscribed or outstanding
at the time notice of resignation is given), shall jointly select a successor
escrow agent. The Escrow Agent, upon receipt of written notice of designation of
a successor escrow agent, shall account for and deliver to such successor escrow
agent all funds and obligations held by it pursuant to this Agreement, less any
amounts then due and unpaid to it for fees and expenses as herein provided for,
and the Escrow Agent shall thereafter be discharged from all liability
hereunder. If the Company and the Subscribers cannot agree upon a
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successor escrow agent, the Escrow Agent, after prior written notice to them,
may account for and deliver to a court of competent jurisdiction all funds and
obligations held by it pursuant to this Agreement, less any amount then due and
unpaid to it for fees and expenses as herein provided for, including fees and
expenses incurred in making proper delivery to such court, and the Escrow Agent
shall thereafter be discharged from all liability hereunder.
13. The Escrow Agent is directed to invest all collected funds
deposited pursuant to the terms hereof in deposit accounts or certificates of
deposit which are fully insured by the Federal Deposit Insurance Corporation or
another agency of the United States government, short-term securities issued or
fully guaranteed by the United States government, federal funds, or other
investments as the Escrow Agent and the Company shall agree. In the event any
check of a Subscriber is returned for insufficient funds or other reason to the
Escrow Agent after deposit by the Escrow Agent, the Escrow Agent shall promptly
return the check to the Company to take whatever action as the Company deems
necessary.
14. The Escrow Agent shall be entitled to receive as compensation for
its services as Escrow Agent a fee as may be agreed upon by separate letter; if
such agreement is not in effect, its customary charges for acting as Escrow
Agent under its regularly published schedule of compensation in effect at such
time as the services are rendered shall be applicable.
15. The Escrow Agent may consult with counsel of its own choice and
shall have full and complete authorization and
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protection in accordance with the opinion of such counsel. The Escrow Agent
shall otherwise not be liable for any mistakes of fact or errors of judgment, or
for any acts or omissions of any kind, unless caused by its gross negligence,
bad faith or willful misconduct.
16. Any notices or items to be delivered hereunder shall be deemed
properly given or done if mailed by certified mail, postage prepaid, to the
parties at the following designated addresses:
As to the Company:
Citizens Effingham Bancshares, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Post Xxxxxx Xxx 000
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
As to the Escrow Agent:
The Savannah Bank, N.A.
00 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
17. All payments, returns and deliveries to Subscribers hereunder shall
be mailed by first class mail to the residential or business address of such
Subscriber appearing on his Subscription Agreement. Any payment to a Subscriber
may be made by a check of the Escrow Agent; provided, however, that in the event
of payments, returns and deliveries to Subscribers after the issuance of the
Common Stock, any such mailing shall be to the address shown on the stock
registration books of the Company on the Record Date for such payment, return or
delivery, or if no Record Date shall have been established, to the last address
shown on the stock registration books of the Company.
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18. The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied duties or obligations shall be read
into this Agreement against the Escrow Agent. The Company hereby acknowledges
that the status of the Escrow Agent is that of agent only for the limited
purposes set forth herein, and hereby agrees that in making the Offering, there
shall be no representation or implication that the Escrow Agent, by serving as
escrow agent hereunder or otherwise, has investigated the desirability or
advisability of investment in the shares of the Company or has approved,
endorsed, or passed upon the merits of the investment, nor shall the name of the
Escrow Agent be used in any manner whatsoever in connection with the offer or
sale of the shares of the Company other than by acknowledgment that it has
agreed to serve as Escrow Agent for the limited purposes herein set forth,
except with the prior written consent of the Escrow Agent.
19. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective successors and assigns.
20. This Agreement shall be construed and enforced in accordance with
the laws of Georgia without giving effect to principles of conflict of law. The
provisions of this Agreement are severable, and the invalidity of any one or
more provisions shall not be deemed to invalidate the remainder.
21. This Agreement constitutes the entire agreement among the parties
hereto with respect to transactions contemplated herewith with respect to the
escrow funds and it supersedes all prior
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discussions, understandings, or agreements between said parties.
IN WITNESS WHEREOF, the undersigned have set their hands and seals this
___ day of _________________, 1997.
CITIZENS EFFINGHAM BANCSHARES, INC.
By:
-----------------------------------------
Its:
----------------------------------------
(Seal)
WITNESSES:
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THE SAVANNAH BANK, N.A., ESCROW AGENT
By:
-----------------------------------------
Its:
----------------------------------------
(Seal)
WITNESSES:
---------------------------
---------------------------
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EXHIBIT A
SUBSCRIPTION AGREEMENT
Citizens Effingham Bancshares, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxxx
Ladies and Gentlemen:
The undersigned hereby subscribes for and agrees to purchase the number
of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of
Citizens Effingham Bancshares, Inc., a Georgia corporation (the "Company"),
indicated below. The undersigned has executed and delivered this Subscription
Agreement in connection with the Company's offering of Common Stock described in
its Prospectus dated ________________, 1997. (Such Prospectus, including any
amendments and supplements thereto, is herein called the "Prospectus.")
The undersigned intends to purchase the shares of Common Stock
subscribed for herein for the purchase price of $10.00 per share.
The undersigned acknowledges receipt of a copy of the Prospectus. The
undersigned further acknowledges that an investment in the Common Stock involves
significant risks, as set forth under "Risk Factors" in the Prospectus. The
undersigned understands that no federal or state agency has made any finding or
determination regarding the fairness of the offering of the Common Stock, the
accuracy or adequacy of the Prospectus, or any recommendation or endorsement
concerning an investment in the Common Stock.
THE UNDERSIGNED AGREES THAT HIS SUBSCRIPTION IS BINDING ON THE
UNDERSIGNED AND IS IRREVOCABLE BY THE UNDERSIGNED FOR THE PERIOD BEGINNING 72
HOURS AFTER THE UNDERSIGNED EXECUTES AND DELIVERS THIS SUBSCRIPTION AGREEMENT TO
THE COMPANY AND ENDING ON APRIL 1, 1998. THE UNDERSIGNED ACKNOWLEDGES THAT THIS
SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE A VALID AND BINDING OBLIGATION OF
THE COMPANY UNTIL ACCEPTED BY THE COMPANY IN WRITING. THE UNDERSIGNED
ACKNOWLEDGES THAT THE COMPANY HAS THE RIGHT TO REJECT THIS SUBSCRIPTION
AGREEMENT, EITHER IN WHOLE OR IN PART, IN ITS SOLE DISCRETION.
Number of Shares
(minimum 100 shares):_________
_______________________________
Please PRINT or TYPE exact
Total Subscription Price name(s) in which undersigned
(at $10.00 per share), desires shares to be registered
payable to The Savannah
Bank, N.A., Escrow Agent: $__________
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REPRESENTATION OF RESIDENCE
To verify the residence of prospective offerees and to obtain a written
representation from each as to his or her legal residence, please complete the
following:
(a) I am a bona fide resident of the State of ___________
State
and have been for at least _____ years.
(b) I have filed a State of ___________ Income Tax Return as
State
an in-state resident for at least _____ years.
(c) I am registered to vote in ______________, ____________,
City County
_____________________.
Xxxxx
XXXXXXXXXX X-0
Under the penalties of perjury, I certify that: (1) the Social Security number
of Taxpayer Identification Number given below is correct; and (2) I am not
subject to backup withholding.
INSTRUCTION: YOU MUST CROSS OUT #2 ABOVE IF YOU HAVE BEEN NOTIFIED BY THE
INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
____________________________ ___________________________________
Date Signature(s)*
____________________________ ___________________________________
Area Code and Telephone No. Please indicate form of ownership
the undersigned desires for the
shares (individual, joint tenants
with right of survivorship, tenants
in common, trust, corporation,
partnership, custodian, etc.)
____________________________
Social Security of Federal
Taxpayer Identification No. ___________________________________
Street Address
___________________________________
City/State/Zip Code
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TO BE COMPLETED BY THE COMPANY
Accepted as of _________________, 199 , as to _______ shares.
CITIZENS EFFINGHAM BANCSHARES, INC.
By: _____________________________
Signature
_____________________________
Print Name
* When signing as attorney, trustee, administrator, or guardian, please
give your full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. In case of
joint tenants, each joint owner must sign.
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NOTICE OF RESCISSION
To: Citizens Effingham Bancshares, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
I hereby exercise my right to rescind my purchase of _________ shares
of the Common Stock of Citizens Effingham Bancshares, Inc.
This rescission is made within seventy-two (72) hours of the earlier of
my execution of a written agreement to purchase said shares, or the payment for
such shares. I understand that the effective date of this rescission shall be
the date of delivery of this Notice or the depositing of same, properly
addressed and with adequate postage thereon, in the United States Mail.
DATED, this _____ day of _________________, 199__.
____________________________ ___________________________________
Address Print Name
____________________________ ___________________________________
City Signature
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EXHIBIT B
Common Stock Beneficially Owned by Organizers
Amount of
Name Beneficial Ownership (1)
----------------------------- ------------------------
D. Xxxxxx Xxxxx 10,000
Xxx X. Xxxxx 20,000
Xxxxxxx X. Xxxxxxx 12,500
Xxxxxx X. Xxxxx 8,350
W. Xxxxxx Xxxxxxx 7,500
C. Xxxxxx Xxxxx 20,000
Xxxxxxx X. Xxxx 5,000
Xxxxx X. Xxxxxxxxx 10,000
Xxxxxx X. Xxxxxxxxxx, Xx. 15,000
Xxxxxxx X. Xxxxxxxx 5,000
Xxxxxx X. Xxxxxxxx, Xx. 5,000
J. Xxxxxxx Xxxx 20,000
H. Xxxxxxxx Xxxxxxx 5,000
Xxxxxx X. Xxxxxx 10,000
-------
TOTAL 153,350
=======
(1) 15,850 of these shares will be held of record by family members of, trusts
for the benefit of, or corporations or retirement accounts controlled by, the
individuals listed, and the proceeds from the sale of these shares will be
placed in the Public Offering Account. The proceeds from the sale of 137,500 of
these shares will be placed in the Organizers' Account.
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EXHIBIT C
PROJECTED ORGANIZATIONAL AND PRE-OPENING EXPENSES
APRIL 3, 1997 THROUGH OCTOBER 1, 1998
Pre-opening Expenses
Fees to Proposed Bank Management
CEO through December 1997 $ 63,327
CEO beginning January 1998 67,500
SCO beginning August 1998 11,666
CFO beginning July 1998 16,251
Matching FICA, etc. 18,541
Health Insurance for CEO 8,806
Consulting Fees 15,000
Accounting Fees 4,500
Attorney Fees 10,000
Regulatory Fees 12,000
Rent 12,210
Telephone 4,625
Electricity 2,313
Water 555
Lease on Copier and Fax Machine 2,775
Office Expense 8,595
Travel and Auto Expense 2,220
Miscellaneous 2,220
Advertising 5,000
Interest Expense 8,000
--------
TOTAL ORGANIZATIONAL AND
PRE-OPENING EXPENSES 276,104
