ContractShare Agency Agreement • March 27th, 2002 • Monarch Community Bancorp Inc
MONARCH COMMUNITY BANCORP, INC. 1,983,750 Shares COMMON SHARES (Par Value $.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT ____________ __, 2002 Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Branch County Federal Savings & Loan Association of Coldwater (the "Bank"), a federally-chartered stock savings association, which is changing its name to Monarch Community Bank, and Monarch Community Bancorp, Inc., a Maryland-chartered stock corporation (the "Company"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. ("KBW" or the "Agent"), as follows: Section 1. The Offering. The Bank, in accordance with its Plan of Conversion adopted by its Board of Directors (as amended, the "Plan"), intends to convert from a mutual savings association to a stock savings association. The Plan also includes the concurrent formation of the Company as the Bank's holding company.
ContractEmployment Agreement • March 27th, 2002 • Monarch Community Bancorp Inc • Michigan
Branch County Federal Savings & Loan Association of Coldwater Employment Agreement THIS AGREEMENT entered into this 20th day of March, 2002, by and between Branch County Federal Savings & Loan Association of Coldwater and all of its subsidiaries and affiliated corporations or associations, located at 375 North Willowbrook Road, Coldwater, Michigan 49036 (collectively referred to as the "Bank"), and John R. Schroll ("Executive"). WHEREAS, the Executive is currently serving as President and Chief Executive Officer of the Bank; and WHEREAS, the Bank has adopted a plan of conversion whereby the Bank will convert to capital stock form as the subsidiary of a holding company (the "Holding Company"), subject to the approval of the Bank's members and the Office of Thrift Supervision (the "Conversion"); and WHEREAS, the Board of Directors of the Bank believes it is in the best interests of the Bank to enter into this Agreement with the Executive in order to assure continuity of ma
RPFINANCIAL, LC.Monarch Community Bancorp Inc • March 27th, 2002
Board of Directors Branch County Federal Savings and Loan Association 375 N. Willowbrook Road Coldwater, Michigan 49036 Dear Members of the Board: This letter sets forth the agreement between Branch County Federal Savings and Loan Association, Coldwater, Michigan ("Branch County Federal" or the "Association"), and RP Financial, LC. ("RP Financial"), whereby the Association has engaged RP Financial to prepare the business plan and financial projections to be adopted by the Association's Board of Directors in conjunction with the stock conversion transaction and filed with the appropriate regulatory agencies, whereby the Association will become a wholly-owned subsidiary of a stock holding company. These services are described in greater detail below. Description of Proposed Services RP Financial's business planning services will include the following areas: (1) evaluating Branch County Federal's current financial and operating condition, business strategies and anticip
RPFINANCIAL, LC.Monarch Community Bancorp Inc • March 27th, 2002
Board of Directors Branch County Federal Savings and Loan Association 375 N. Willowbrook Road Coldwater, Michigan 49036 Dear Members of the Board: This letter sets forth the agreement between Branch County Federal Savings and Loan Association, Coldwater, Michigan ("Branch County Federal" or the "Association"), and RP Financial, LC. ("RP Financial") for the independent appraisal services pertaining to the mutual-to-stock conversion transaction, whereby the Association will become a wholly-owned subsidiary of a stock holding company. The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be managed by one of RP Financial's Managing Directors and one or two Senior Vice Presidents. Description of Conversion Appraisal Services Prior to preparing the valuation report, RP Financial will conduct a financial due diligence, including on-site interviews of senior management and reviews of financial and other documents
