0000927089-01-500019 Sample Contracts

BANCAFFILIATED, INC. 264,500 Shares COMMON STOCK Subscription Price $10.00 Per Share AGENCY AGREEMENT
Agency Agreement • February 1st, 2001 • Bancaffiliated Inc

BancAffiliated, Inc., a Maryland corporation (the "Company") and Affiliated Bank, F.S.B., Bedford, Texas, a Federally chartered mutual savings bank (the "Bank") with its' deposit accounts insured by the Savings Association Insurance Fund ("SAIF") administered by the Federal Deposit Insurance Corporation ("FDIC"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (the "Agent"), as follows:

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Employment Agreement • February 1st, 2001 • Bancaffiliated Inc • Texas

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this ___ day of __________, 2001, between Affiliated Bank, Bedford, Texas (hereinafter referred to as the "Bank" whether in mutual or stock form), and Garry J. Graham (the "Employee").

September 11, 2000
Engagement Agreement • February 1st, 2001 • Bancaffiliated Inc

This letter sets forth the agreement between Affiliated Bank, F.S.B., ("Affiliated" or "Bank"), Bedford, Texas, and Ferguson & Company ("F&C"), Hurst, Texas, under the terms of which Affiliated has engaged F&C, in connection with its conversion from mutual to stock form, to (1) determine the pro forma market value of the shares of common stock to be issued and sold by Affiliated or its holding company; and (2) assist Affiliated in preparing a business plan to be filed with the application for approval to convert to stock.

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