EXHIBIT 1.1 ENGAGEMENT LETTERS BETWEEN WEST ESSEX BANK, F.S.B. AND
SANDLER X'XXXXX & PARTNERS, L.P.
[LETTERHEAD OF SANDLER X'XXXXX & PARNTERS, L.P. APPEARS HERE]
Sandler O'Neill
April 2, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
West Essex Bank, F.S.B.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxxxxxx:
Sandler X'Xxxxx & Partners, L.P. ("Sandler X'Xxxxx") is pleased to act as
an independent financial advisor to West Essex Bank, F.S.B. (the "Bank") in
connection with the Bank's proposed reorganization into mutual holding company
form (the "Reorganization"), including the offer and sale of certain shares of
the common stock (the "Common Stock") of the Bank (or a middle-tier stock
holding company) to the Bank's depositors in a Subscription Offering, to members
of the Bank's community in a Direct Community Offering and, under certain
circumstances, to the general public in a Syndicated Community Offering
(collectively, the "Offerings"). For purposes of this letter, the term "Actual
Purchase Price" shall mean the price at which the shares of the common stock are
sold in the Offerings. This letter is to confirm the terms and conditions of
our engagement.
ADVISORY SERVICES
-----------------
Sandler X'Xxxxx will act as a consultant and advisor to the Bank and will
work with the Bank's management, counsel, accountants and other advisors in
connection with the Reorganization and the Offerings. We anticipate that our
services will include the following, each as may be necessary and as the Bank
may reasonably request:
1. Consulting as to the securities marketing implications of any aspect
of the Plan of Reorganization or related corporate documents;
2. Reviewing with the Board of Directors the independent appraiser's
appraisal of the Common Stock, particularly with regard to aspects of
the appraisal involving the methodology employed;
West Essex Bank, F.S.B.
April 2, 1998
Page 2 Sandler X'Xxxxx
3. Reviewing all offering documents, including the Prospectus, stock
order forms and related offering materials (it being understood that
preparation and filing of such documents will be the responsibility of
the Bank and its counsel);
4. Assisting in the design and implementation of a marketing strategy for
the Offerings;
5. Assisting in obtaining all requisite regulatory approvals;
6. Assisting Bank management in scheduling and preparing for meetings
with potential investors and broker-dealers; and
7. Providing such other general advice and assistance as may be requested
to promote the successful completion of the Offering.
SYNDICATED COMMUNITY OFFERING
-----------------------------
If any shares of the Common Stock remain available after the expiration of
the Subscription Offering and the Direct Community Offering, at the request of
the Bank and subject to the continued satisfaction of the conditions set forth
in the second paragraph under the caption "Definitive Agreement" below, Sandler
X'Xxxxx will seek to form a syndicate of registered dealers to assist in the
sale of such Common Stock in a Syndicated Community Offering on a best efforts
basis, subject to the terms and conditions set forth in a selected dealers
agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid
by the Bank under any such selected dealers agreement to an amount competitive
with gross underwriting discounts charged at such time for underwritings of
comparable amounts of stock sold at a comparable price per share in a similar
market environment, which shall not exceed 7% of the Aggregate Actual Purchase
Price of the shares sold under such agreements. Sandler X'Xxxxx will endeavor
to distribute the Common Stock among dealers in a fashion which best meets the
distribution objectives of the Bank and the requirements of the Plan of
Reorganization, which may result in limiting the allocation of stock to certain
selected dealers. It is understood that in no event shall Sandler X'Xxxxx be
obligated to act as a selected dealer or to take or purchase any shares of the
Common Stock.
FEES
----
If the Reorganization is consummated, the Bank agrees to pay Sandler
X'Xxxxx for its
West Essex Bank, F.S.B.
April 2, 1998
Page 3 Sandler X'Xxxxx
services hereunder the fees set forth below:
1. a fee of one and one half (1.5%) of the aggregate Actual Purchase
Price of the shares of common stock sold in the Subscription Offering
and in the Direct Community Offering, excluding in each case shares
purchased by (i) any employee benefit plan of the Bank (or any holding
company of the Bank) established for the benefit of the Bank's
directors, officers and employees, (ii) any foundation established for
the benefit or any affiliate thereof; and (iii) any director, officer
or employee of the Bank or members of their immediate families; and
2. with respect to any shares of the Common Stock sold by an NASD member
firm (other than Sandler X'Xxxxx) under any selected dealers agreement
in the Syndicated Community Offering, (a) the sales commission payable
to the selected dealer under such agreement, (b) any sponsoring
dealer's fees, and (c) a management fee to Sandler X'Xxxxx of one and
one half percent (1.5%). Any fees payable to Sandler X'Xxxxx for
common stock sold by Sandler X'Xxxxx under any such agreement shall be
limited to an aggregate of one and one half (1.5%) of the Actual
Purchase Price of such shares.
If (i) Sandler X'Xxxxx'x engagement hereunder is terminated for any of the
reasons provided for under the second paragraph of the section of this letter
captioned "Definitive Agreement," or (ii) the Reorganization is terminated by
the Bank, no fees shall be payable by the Bank to Sandler X'Xxxxx hereunder;
however, the Bank shall reimburse Sandler X'Xxxxx for its reasonable out-of-
pocket expenses incurred in connection with its engagement hereunder as set
forth under the caption "Costs and Expenses" set forth below; provided, however,
-------- -------
that if Sandler X'Xxxxx terminates its engagement hereunder without cause,
Sandler X'Xxxxx shall not be entitled to reimbursement of any such out-of-pocket
expenses.
All fees payable to Sandler X'Xxxxx hereunder shall be payable in cash at
the time of the closing of the Reorganization, or upon the termination of
Sandler X'Xxxxx'x engagement hereunder or termination of the Reorganization, as
the case may be. In recognition of the long lead times involved in the
reorganization process, the Bank agrees to make advance payments to Sandler
X'Xxxxx in the aggregate amount of $50,000, $25,000 of which shall be payable
upon execution of this letter and the remaining $25,000 of which shall be
payable upon commencement of the Subscription Offering, which shall be credited
against any fees or reimbursement of expenses payable hereunder, with any
remaining balance to be refunded to the Bank.
West Essex Bank, F.S.B.
April 2, 1998
Page 4 Sandler X'Xxxxx
COSTS AND EXPENSES
------------------
In addition to any fees that may be payable to Sandler X'Xxxxx hereunder
and the expenses to be borne by the Bank pursuant to the following paragraph,
the Bank agrees to reimburse Sandler X'Xxxxx, upon request made from time to
time, for its reasonable out-of-pocket expenses incurred in connection with its
engagement hereunder, regardless of whether the Reorganization is consummated,
including, without limitation, legal fees, advertising, promotional,
syndication, and travel expenses, up to a maximum aggregate amount of $60,000
(including expenses reimbursed pursuant to the terms of a separate engagement
letter between the Bank and Sandler X'Xxxxx dated the date hereof relating to
the provision of conversion agent services in connection with the
Reorganization); provided, however, that Sandler X'Xxxxx shall document such
-------- -------
expenses to the reasonable satisfaction of the Bank. The provisions of this
paragraph are not intended to apply to or in any way impair the indemnification
provisions of this letter.
As is customary, the Bank will bear all other expenses incurred in
connection with the Reorganization and the Offerings, including, without
limitation, (i) the cost of obtaining all securities and bank regulatory
approvals, including any required NASD filing fees; (ii) the cost of printing
and distributing the offering materials; (iii) the costs of blue sky
qualification (including fees and expenses of blue sky counsel) of the shares in
the various states; (iv) listing fees; and (v) all fees and disbursements of the
Bank's counsel, accountants, conversion agent and other advisors. In the event
Sandler X'Xxxxx incurs any such fees and expenses on behalf of the Bank, the
Bank will reimburse Sandler X'Xxxxx for such fees and expenses whether or not
the Reorganization is consummated; provided, however, that Sandler X'Xxxxx shall
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not incur any substantial expenses on behalf of the Bank pursuant to this
paragraph without the prior approval of the Bank.
DUE DILIGENCE REVIEW
--------------------
Sandler X'Xxxxx'x obligation to perform the services contemplated by this
letter shall be subject to the satisfactory completion of such investigation and
inquiries relating to the Bank, its respective directors, officers, agents and
employees, as Sandler X'Xxxxx and its counsel in their sole discretion may deem
appropriate under the circumstances. In this regard, the Bank agrees that, at
its expense, it will make available to Sandler X'Xxxxx all information which
Sandler X'Xxxxx requests, and will allow Sandler X'Xxxxx the opportunity to
discuss with the Bank's management the financial condition, business and
operations of the Bank. The Bank acknowledges that Sandler X'Xxxxx will rely
upon the accuracy and completeness of all information received from the Bank and
its directors, trustees, officers, employees, agents, independent accountants
and counsel.
West Essex Bank, F.S.B.
April 2, 1998
Page 5 Sandler X'Xxxxx
BLUE SKY MATTERS
----------------
The Bank agrees that if Sandler X'Xxxxx'x counsel does not serve as counsel
with respect to blue sky matters in connection with the Offerings, the Bank will
cause the counsel performing such services to prepare a Blue Sky Memorandum
related to the Offerings including Sandler X'Xxxxx'x participation therein and
shall furnish Sandler X'Xxxxx a copy thereof addressed to Sandler X'Xxxxx or
upon which such counsel shall state Sandler X'Xxxxx may rely.
CONFIDENTIALITY
---------------
Other than disclosure to other firms made part of any syndicate of selected
dealers or as required by law or regulation or legal process, Sandler X'Xxxxx
agrees that it will not disclose any Confidential Information relating to the
Bank obtained in connection with its engagement hereunder (whether or not the
Reorganization is consummated). As used in this paragraph, the term
"Confidential Information" shall not include information which (i) is or becomes
generally available to the public other than as a result of a disclosure by
Sandler X'Xxxxx, (ii) was available to Sandler X'Xxxxx on a non-confidential
basis prior to its disclosure to Sandler X'Xxxxx by the Bank, or (iii) becomes
available to Sandler X'Xxxxx on a non-confidential basis from a person other
than the Bank who is not otherwise known to Sandler X'Xxxxx upon due inquiry to
be bound not to disclose such information pursuant to a contractual, legal or
fiduciary obligation.
INDEMNIFICATION
---------------
Since Sandler X'Xxxxx will be acting on behalf of the Bank (and any holding
companies created as part of the Reorganization) in connection with the
Reorganization, and the offerings, the holding companies and the Bank agree to
indemnify and hold Sandler X'Xxxxx and its affiliates and their respective
partners, directors, officers, employees, agents and controlling persons within
the meaning of Section 15 of the Securities Act of 1933 (the "Securities Act")
or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act")
(Sandler X'Xxxxx and each such person being an "Indemnified Party") harmless
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject under applicable
federal or state law, or otherwise, related to or arising out of the
Reorganization or the engagement of Sandler X'Xxxxx pursuant to, or the
performance by Sandler X'Xxxxx of the services contemplated by, this letter, and
will reimburse any Indemnified Party for all expenses (including reasonable
legal fees and expenses) as they are incurred, including expenses incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising therefrom ("Indemnified
Expenses"), whether or not such Indemnified
West Essex Bank, F.S.B.
April 2, 1998
Page 6 Sandler X'Xxxxx
Party is a party; provided, however, that the Bank and the holding companies
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will not be liable in any such case (and shall be entitled to reimbursement of
all Indemnified Expenses previously advanced by the Bank or the holding
companies to an Indemnified Party) to the extent that any such loss, claim,
damage, liability or expense (i) arises out of or is based upon any untrue
statement of a material fact or the omission of a material fact required to be
stated therein or necessary to make not misleading any statements contained in
any proxy statement or prospectus (preliminary or final), or any amendment or
supplement thereto, or any of the applications, notices, filings or documents
related thereto made in reliance on and in conformity with written information
furnished to the Bank by Sandler X'Xxxxx expressly for use therein, or (ii) is
primarily attributable to the gross negligence, willful misconduct or bad faith
of Sandler X'Xxxxx. If the foregoing indemnification is unavailable for any
reason, the Bank and the holding companies agree to contribute to such losses,
claims, damages, liabilities and expenses in the proportion that its financial
interest in the Reorganization and offerings bears to that of Sandler X'Xxxxx.
Sandler X'Xxxxx agrees to indemnify and hold harmless the Bank, the holding
companies and their respective directors, each of their officers who signed the
Registration Statement, and each person, if any, who controls the Bank or the
holding companies within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act against any and all loss, liability, claim,
damage and expense, as incurred, but only to the extent that any such loss,
claim, damage, liability or expense arises out of or is based upon any untrue
statement of a material fact or the omission of a material fact required to be
stated therein or necessary to make not misleading any statements contained in
any proxy statement or prospectus (preliminary or final), or any amendment or
supplement thereto, or any of the applications, notices, filings or documents
related thereto made in reliance on and in conformity with written information
furnished to the Bank by Sandler X'Xxxxx expressly for use therein.
DEFINITIVE AGREEMENT
--------------------
Sandler X'Xxxxx and the Bank agree that (a) except as set forth in clause
(b), the foregoing represents the general intention of the Bank and Sandler
X'Xxxxx with respect to the services to be provided by Sandler X'Xxxxx in
connection with the Offerings, which will serve as a basis for Sandler X'Xxxxx
commencing activities, and (b) the only legal and binding obligations of the
Bank, the holding companies and Sandler X'Xxxxx with respect to the subject
matter hereof shall be (1) the Bank's obligation to reimburse costs and
expenses pursuant to the section captioned "Costs and Expenses," (2) those set
forth under the captions "Confidentiality" and "Indemnification," and (3) as set
forth in a duly negotiated and executed definitive Agency Agreement to be
entered into prior to the commencement of the Subscription Offering relating to
the services of Sandler X'Xxxxx in connection with the Offerings. Such Agency
Agreement shall be in form and content
West Essex Bank, F.S.B.
April 2, 1998
Page 7 Sandler X'Xxxxx
satisfactory to Sandler X'Xxxxx, the Bank and the holding companies and their
respective counsel and shall contain standard indemnification provisions
consistent herewith.
Sandler X'Xxxxx'x execution of such Agency Agreement shall also be subject
to (i) Sandler X'Xxxxx'x satisfaction with its investigation of the Bank's
business, financial condition and results of operations, (ii) preparation of
offering materials that are satisfactory to Sandler X'Xxxxx and its counsel in
their reasonable judgment, (iii) compliance with all relevant legal and
regulatory requirements to the reasonable satisfaction of Sandler X'Xxxxx'x
counsel, (iv) agreement that the price established by the independent appraiser
is reasonable and (v) market conditions at the time of the proposed offering.
Sandler X'Xxxxx may terminate this agreement if such Agency Agreement is not
entered into prior to December 31, 1998.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to Sandler X'Xxxxx the duplicate copy of this letter
enclosed herewith.
Very truly yours,
Sandler X'Xxxxx & Partners, L.P.
By: Sandler X'Xxxxx & Partners Corp.,
the sole general partner
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxxx X. Xxxxxx
Vice President
Accepted and agreed to as of
the date first above written:
West Essex Bank, F.S.B.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Xx. Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
cc: Xx. Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx, Xxxxxx & Xxxxxxxx
[LETTERHEAD OF SANDLER X'XXXXX & PARTNERS, L.P. APPEARS HERE]
Sandler O'Neill
April 2, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
West Essex Bank, F.S.B.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxxxxxx:
Sandler X'Xxxxx & Partners, L.P. ("Sandler X'Xxxxx") is pleased to act as
conversion agent to West Essex Bank, F.S.B. (the "Bank") in connection with the
Bank's proposed Reorganization into mutual holding company form (the
"Conversion"). This letter is to confirm the terms and conditions of our
engagement.
SERVICES AND FEES
-----------------
In our role as Conversion Agent, we anticipate that our services will
include the services outlined below, each as may be necessary and as the Bank
may reasonably request:
I. Consolidation of Accounts and Development of a Central File
II. Preparation of Proxy, Order and/or Request Forms
III. Organization and Supervision of the Conversion Center
IV. Proxy Solicitation and Special Meeting Services
V. Subscription Services
Each of these services is further described in Appendix A to this agreement.
For its services hereunder, the Bank agrees to pay Sandler X'Xxxxx a fee of
$15,000. This fee is based upon a total number of unconsolidated accounts of
approximately 25,000. No change in fees will occur as long as the variance in
the number of accounts does not exceed 5%. In the event the actual number of
accounts exceeds the number specified above by more than 5%, the fee will be
proportionately increased.
Xx. Xxxxxxx X. Xxxxxxxxx
April 2, 1998
Page 2
Sandler X'Xxxxx
The fee set forth above is based upon the requirements of current
regulations and the Plan of Reorganization as currently contemplated. Any
unusual or additional items or duplication of service required as a result of a
material change in the regulations or the Plan of Reorganization or a material
delay or other similar events may result in extra charges which will be covered
in a separate agreement if and when they occur.
All fees under this agreement shall be payable in cash, as follows: (a)
$5,000 payable upon execution of this agreement by the Bank, which shall be non-
refundable; and (b) the balance upon the completion of the Reorganization.
COSTS AND EXPENSES
------------------
In addition to any fees that may be payable to Sandler X'Xxxxx hereunder,
the Bank agrees to reimburse Sandler X'Xxxxx, upon completion of the
Reorganization or termination of Sandler X'Xxxxx'x engagement hereunder, for its
reasonable out-of-pocket expenses incurred in connection with its engagement
hereunder regardless of whether the Reorganization is consummated, including,
without limitation, travel, lodging, food, telephone, postage, listings, forms
and other similar expenses, up to a maximum aggregate amount of $60,000
(including expenses reimbursed pursuant to the terms of a separate engagement
letter between the Bank and Sandler X'Xxxxx dated the date hereof relating to
the provision of financial advisory services in connection with the
Reorganization); provided, however, that Sandler X'Xxxxx shall document such
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expenses to the reasonable satisfaction of the Bank and provided further that if
--- -------- -------
Sandler X'Xxxxx terminates its engagement hereunder without cause, Sandler
X'Xxxxx shall not be entitled to reimbursement of any such out-of-pocket
expenses. The provisions of this paragraph are not intended to apply to or in
any way impair the indemnification provisions of this agreement.
RELIANCE ON INFORMATION PROVIDED
--------------------------------
The Bank will provide Sandler X'Xxxxx with such information as Sandler
X'Xxxxx may reasonably require to carry out its duties. The Bank recognizes and
confirms that Sandler X'Xxxxx (a) will use and rely on such information in
performing the services contemplated by this agreement without having
Xx. Xxxxxxx X. Xxxxxxxxx
April 2, 1998
Page 3
Sandler X'Xxxxx
independently verified the same, and (b) does not assume responsibility for the
accuracy or completeness of the information. The Bank will also inform Sandler
X'Xxxxx within a reasonable period of time of any changes in the Plan which
require changes in Sandler X'Xxxxx'x services. If a substantial expense results
from any such change, the parties shall negotiate an equitable adjustment in the
fee.
LIMITATIONS
-----------
Sandler X'Xxxxx, as Conversion Agent hereunder, (a) shall have no duties or
obligations other than those specifically set forth herein; (b) will be regarded
as making no representations and having no responsibilities as to the validity,
sufficiency, value or genuineness of any order form or any stock certificates or
the shares represented thereby, and will not be required to and will make no
representations as to the validity, value or genuineness of the offer; (c) shall
not be liable to any person, firm or corporation including the Bank by reason of
any error of judgment or for any act done by it in good faith, or for any
mistake of law or fact in connection with this agreement and the performance
hereof unless caused by or arising out of its own bad faith, willful misconduct
or negligence; (d) will not be obliged to take any legal action hereunder which
might in its judgment involve any expense or liability, unless it shall have
been furnished with reasonable indemnity satisfactory to it; and (e) may rely on
and shall be protected in acting in reliance upon any certificate, instrument,
opinion, notice, letter, telex, telegram, or other document or security
delivered to it and in good faith believed by it to be genuine and to have been
signed by the proper party or parties.
INDEMNIFICATION
---------------
The Bank agrees to indemnify and hold Sandler X'Xxxxx and its affiliates
and their respective partners, directors, officers, employees, agents and
controlling persons (Sandler X'Xxxxx and each such person being an "Indemnified
Party") harmless from and against any and all losses, claims, damages and
liabilities, joint or several, to which such Indemnified Party may become
subject under applicable federal or state law, or otherwise, related to or
arising out of the engagement of Sandler X'Xxxxx pursuant to, and the
performance by Sandler X'Xxxxx of the services contemplated by this letter, and
will reimburse any Indemnified Party for all expenses (including reasonable
Xx. Xxxxxxx X. Xxxxxxxxx
April 2, 1998
Page 4
Sandler X'Xxxxx
counsel fees and expenses) as they are incurred, including expenses incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising therefrom ("Indemnified
Expenses"), whether or not such Indemnified Party is a party. The Bank will not
be liable under the foregoing indemnification provision (and shall be entitled
to reimbursement of all Indemnified Expenses previously advanced by the Bank or
the holding companies to an Indemnified Party) to the extent that any loss,
claim, damage, liability or expense is found in a final judgment by a court of
competent jurisdiction to have resulted primarily from Sandler X'Xxxxx'x bad
faith, willful misconduct or negligence.
MISCELLANEOUS
-------------
The following addresses shall be sufficient for written notices to each
other:
If to you: West Essex Bank, F.S.B.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxx
If to us: Sandler X'Xxxxx & Partners, L.P.
000 Xxxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxxx
The Agreement and appendix hereto constitute the entire Agreement between
the parties with respect to the subject matter hereof and can be altered only by
written consent signed by the parties. This Agreement is governed by the laws
of the State of New York.
Xx. Xxxxxxx X. Xxxxxxxxx
April 2, 1998
Page 5
Sandler X'Xxxxx
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to Sandler X'Xxxxx the duplicate copy of this letter
enclosed herewith.
Very truly yours,
Sandler X'Xxxxx & Partners, L.P.
By: Sandler X'Xxxxx & Partners Corp.,
the sole general partner
By: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxxxx X. Xxxxxx
Vice President
Accepted and agreed to as of
the date first above written:
West Essex Bank, F.S.B.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
cc: Xx. Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx, Xxxxxx & Xxxxxxxx
Sandler X'Xxxxx
APPENDIX A
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OUTLINE OF CONVERSION AGENT SERVICES
------------------------------------
I. Consolidation of Accounts
1. Consolidate files in accordance with regulatory guidelines.
2. Accounts from various files are all linked together. The resulting
central file can then be maintained on a regular basis.
3. Our EDP format will be provided to your data processing people.
II. Proxy/Order Form/Request Card Preparation
1. Vote calculation.
2. Any combination of proxies, request cards and stock order forms for
voting and ordering stock.
3. Target group identification for proxy solicitation.
III. Organization and Supervision of Conversion Center
1. Advising on and supervising the physical organization of the Conversion
Center, including materials requirements.
2. Assist in the training of all Bank personnel who will be staffing the
conversion center.
3. Establish reporting procedures.
4. On-site supervision of the Conversion Center during the
solicitation/offering period.
IV. Special Meeting Services *
1. Direct proxy solicitation if independent solicitor not used.
2. Proxy and ballot tabulation.
3. Act as or support inspector of election.
4. Delete voting record date accounts closed prior to special meeting.
5. Produce final report of vote.
* To the extent independent third parties are required by any regulatory
agency to perform such services, it is understood and agreed that
Sandler X'Xxxxx will subcontract for such services and that the Bank
will reimburse Sandler X'Xxxxx for such reasonable fees and expenses
incurred as a result of such regulatory requirement.
A-1
Sandler X'Xxxxx
V. Subscription Services
1. Produce list of depositors by state (Blue Sky report).
2. Production of subscription rights and research books.
3. Stock order form processing.
4. Acknowledgment letter to confirm receipt of stock order.
5. Daily reports and analysis.
6. Proration calculation and share allocation in the event of an
oversubscription.
7. Produce charter shareholder list.
8. Interface with Transfer Agent for Stock Certificate issuance.
9. Refund and interest calculations.
10. Confirmation letter to confirm purchase of stock.
11. Notification of full/partial rejection of orders.
12. Production of 1099/Debit tape.
A-2
