EX-99.5 16 gex99_5-25709.txt EX-99.5 EXHIBIT 99.5 RP FINANCIAL, LC. ------------------------------------------ FINANCIAL SERVICES INDUSTRY CONSULTANTS July 11, 2001 Mr. Charles F. Finn Chairman, President and Chief Executive Officer Wayne Savings Bankshares, Inc. Subsidiary of Wayne Savings Bankshares, MHC 151 North Market Street Wooster, Ohio 44691 Dear Mr. Finn: This letter sets forth the agreement between Wayne Savings Bankshares, Inc. ("Wayne Savings" or the "Company"), subsidiary of Wayne Savings Bankshares, MHC, Wooster, Ohio (the "MHC"), and RP Financial, LC. ("RP Financial"), whereby the Company has engaged RP Financial to prepare the written document and financial projections reflecting the pro forma impact of the mutual to stock conversion of the MHC and the post-conversion activities of the 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) determining the Company's current financial and operating condition, business strategies and anticipated future strategies, both currently and on a pro forma basis; (2) quantifying the impact of business strategies, incorporating the use of offering proceeds; (3) preparing detailed financial projections on a quarterly basis for a period of at least three fiscal years to reflect the impact of selected business strategies and the use of offering proceeds; (4) preparing the written business plan document which conforms with applicable regulatory guidelines, including a description of the use of offering proceeds and how the convenience and needs of the community will be addressed; and (5) preparing the detailed schedules of the capitalization and inter-company 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 conforming to regulatory guidelines can be filed with the appropriate federal and state regulatory agencies in conjunction with the filing of the stock offering application. -------------------------------------------------------------------------------- Mr. Charles Finn July 11, 2001 Page 2 FEE STRUCTURE AND PAYMENT SCHEDULE The Company agrees to compensate RP Financial for preparation of the business plan on a fixed fee basis of $12,500. Payment of the professional fees shall be made upon delivery of the completed business plan. The Company also agrees to reimburse RP Financial for those direct reasonable 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 business planning and appraisal engagements, subject to written authorization from the Company to exceed such level. In the event the Company shall, for any reason, discontinue this planning engagement prior to delivery of the completed business plan and payment of the progress payment fee, the Company 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 Company and RP Financial. Such unforeseen events may include changes in regulatory requirements as it specifically relates to the Company. INDEMNIFICATIONS The provisions of paragraph 3 in that certain letter agreement dated July 11, 2001 between the Company and RP Financial are incorporated herein by reference. 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/ William E. Pommerening ----------------------------- William E. Pommerening Chief Executive Officer and Managing Director Agreed To and Accepted By: Charles F. Finn /s/ Charles F. Finn --------------------------------- President and Chief Executive Officer Upon Authorization by the Board of Directors For: Wayne Savings Bankshares, Inc. Subsidiary of Wayne Savings Bankshares, M.H.C. Wooster, Ohio Date Executed: ------------------------------