EXHIBIT 10.3
SERVICE AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 2002, by and between
United Financial Corp. ("United"), a Minnesota corporation, and Central
Financial Services, Inc. ("CFS"), a Florida corporation.
WITNESSETH:
WHEREAS, CFS desires to sell and United desires to purchase certain
services more particularly described herein to be utilized by United in the
management and operations of its business as a commercial bank holding company
or other type of financial institution.
NOW, THEREFORE, in consideration of the foregoing premises, and further
in consideration of the mutual promises herein contained, the parties hereto
hereby agree as follows:
1. Services. United, on its own behalf, agrees to purchase and CFS
agrees to sell the following advisory and consulting services.
A. Advise United's management on income tax planning and
provide assistance in the preparation of federal and state income tax
returns.
B. Coordinate directors' examinations and/or audits under the
direction of United and United's Board of Directors.
C. Advice with respect to the development of operating
policies and marketing and advertising advice.
D. Conduct periodic audits of the loan portfolios (if any) in
order to advise management in its process of determining adequacy of
Reserve for Loan Losses, compliance with existing regulations and
adequacy of loan file documentation.
E. Under the direction of management, provide a review and
analysis of specific new loans or problem loans and make
recommendations as to how management should proceed.
F. Under the direction of management, provide periodic reviews
of internal controls and operations and prepare related reports on
findings to management.
G. Loan policy advice, which includes advising officials in
the development of proposed loan policies and proposed amendments
thereto,
providing information and advice on consumer compliance provisions, and
advice with respect to coordinating participation loan agreements with
officials.
H. Personnel consulting, which includes advice on fringe
benefit programs, salary recommendations, and executive recruiting
under the direction of management.
I. Accounting and reporting advice, which includes development
of proposed budgets and financial statement formats and review and
analysis of monthly statements, budgets and expense clarification.
J. Regulatory relations and planning advice, which includes
updates of regulatory changes, advice in dealings with regulatory
agencies and advice with respect to evaluations of potential expansion
or change in bank facilities and services.
K. Advise and consult with management on asset and liability
management, including rate sensitivity, net interest margin, liquidity
and capital adequacy.
L. Insurance advisory services, which includes coordination
and central purchasing of all bank-related insurance needs under the
direction of management.
M. Analysis and review of potential mergers and acquisitions
including pro forma projections, purchase price and any other review.
N. Such other advisory or consulting services as United may
request.
O. Any regulatory filings such as FR Y-9C, FR Y-9LP, FR Y-8,
FR Y-l1 and any other regulatory filings deemed necessary.
P. Provide accounting, loan maintenance, or any other
administrative duties required.
2. Basic Fees: Payment. United hereby agrees to pay CFS for the above
services as follows:
A. Professional employee services will be billed on a direct
hourly rate. The direct hourly rate is based upon a comparable market
rate for similar services; and
B. Any directly incurred "out-of-pocket" expenses incurred by
CFS for providing such services.
C. Management of the investment portfolio will be billed as a
component of the fee expressed as a number of basis points (BP), on a
sliding scale, as it relates to the size of the investment portfolio.
The portfolio will be charged at 7 BP.
3. Cancellation. The service agreement will be in effect for one year.
Thereafter, it may be canceled by either CFS or United as of the end of any
fiscal year
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hereof upon sixty (60) days prior written notice thereof if no
agreement as to the basic annual fee is reached as required by Section
2 hereof. Until so canceled, the service agreement will remain in full
force and effect.
IN WITNESS WHEREOF, CFS and United have executed and delivered this
Service Agreement as of the day and year first above written.
UNITED FINANCIAL CORP. CENTRAL FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
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Its: S.V.P. Its: President
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WITNESS:
By: /s/ Xxxxx X. Xxxxx
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