September 17, 1998
Board of Directors
Capitol Federal Savings & Loan Association
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Dear Members of the Board:
This letter sets forth the agreement between Capitol Federal Savings & Loan
Association, Topeka, Kansas ("Capitol Federal" or the "Association"), and RP
Financial, LC. ("RP Financial"), whereby the Association has engaged RP
Financial to prepare the regulatory business plan and financial projections to
be adopted by the Association's Board of Directors in conjunction with the
concurrent mutual holding company reorganization and minority stock offering.
These services are described in greater detail below.
Description of Proposed Services
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RP Financial's business planning services will include the following areas:
(1) evaluating Capitol Federal's current financial and operating condition,
business strategies and anticipated strategies in the future; (2) analyzing and
quantifying the impact of business strategies, incorporating the use of net
offering proceeds both in the short and long term; (3) preparing detailed
financial projections on a quarterly basis for a period of at least three fiscal
years to reflect the impact of Board approved business strategies and use of
proceeds; (4) preparing the written business plan document which conforms with
applicable regulatory guidelines including a description of the use of proceeds
and how the convenience and needs of the community will be addressed; and (5)
preparing the detailed schedules of the capitalization of the Association and
mutual holding company and related cash flows.
Contents of the business plan will include: Philosophy/Goals; Economic
Environment and Background; Lending, Leasing and Investment Activities; Deposit,
Savings and Borrowing Activity; Asset and Liability Management; Operations;
Records, Systems and Controls; Growth, Profitability and Capital; Responsibility
for Monitoring this Plan.
RP Financial agrees to prepare the business plan and accompanying financial
projections in writing such that the business plan can be filed with the
appropriate regulatory agencies prior to filing the appropriate applications.
Board of Directors
September 17, 1998
Page 2
Fee Structure and Payment Schedule
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The Association agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $20,000. Payment of the professional fees
shall be made upon delivery of the completed business plan.
The Association also agrees to reimburse RP Financial for those direct
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 appraisal engagement, subject to
written authorization from the Association to exceed such level.
In the event the Association shall, for any reason, discontinue this
planning engagement prior to delivery of the completed business plan and payment
of the progress payment fee, the Association 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 the Association and RP Financial. Such unforeseen events may
include changes in regulatory requirements as it specifically relates to Capitol
Federal or potential transactions which will dramatically impact the Association
such as a pending acquisition or branch transaction.
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Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to RP Financial a signed copy of this letter.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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President and Managing Director
Agreed To and Accepted By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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President
Upon Authorization by the Board of Directors For:
Capitol Federal Savings & Loan Association
Topeka, Kansas
Date Executed: November 16, 1998
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