COLONIAL FINANCIAL SERVICES, INC. (a Maryland-chartered Stock Corporation) Up to 3,105,000 Shares (Subject to Increase Up to 3,570,750 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTAgency Agreement • March 17th, 2010 • Colonial Financial Services, Inc. • Maryland
CONFIDENTIALColonial Financial Services, Inc. • March 17th, 2010
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Colonial Bank, FSB (the “Bank”) in connection with the proposed mutual-to-stock conversion of the MHC (as defined below) (the “Conversion”) and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion representing the ownership interest in the Mid-Tier (as defined below) currently owned by the MHC (as defined below).
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988Colonial Financial Services, Inc. • March 17th, 2010
This letter sets forth the agreement between Colonial Bank, FSB, the wholly-owned subsidiary of Colonial Bankshares, Inc. (the “Company”), which in turn is the majority-owned subsidiary of Colonial Bankshares, MHC, Vineland, New Jersey (the “MHC”), and RP® Financial, LC. (“RP Financial”) whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
