EXHIBIT F
Lawrence B. Seidman, Esq.
Koll Executive Center
100 Misty Lane
P. O. Box 5430
Parsippany, NJ 07054
April 17, 1998
David M. Mandelbaum, Esq.
Mandelbaum & Mandelbaum
80 Main Street
West Orange, NJ 07052
Dear David:
The following are the terms and conditions in reference to the investment
account for the prchase of publicly traded bank and thrift stocks:
1. A brokerage account will be opened at Bear Stearns & Company in the name
of Kerrimatt L.P.
2. The account will be a discretionary account with Larry Seidman having a
revocable Power of Attorney to buy and sell stock in said account provided all
funds deposited into the account are for Kerrimatt L.P. and all stock purchased
in the account is in the name of Kerrimatt L.P.
3. The account will be funded with a maximum of $2,000,000 and will not be
margined.
4. Only shares of publicly traded bank and thrift stocks with their
principal operations located in New Jersey may be purchased. I will notify David
Mandelbaum, in writing, when I commence the purchase of the stock of any
individual entity.
5. Kerrimatt L.P. shall have the right to terminate the relationship
twenty-four months after the account is initially funded or in the event of a
breach by Larry Seidman of this Agreement.
6. Upon such termination, my discretion shall be terminated automatically
7. My compensation shall be 1/4 of 1% of the value of the assets in the
account computed as of the last day of each calendar quarter, but not to exceed
$5,000 per quarter. An incentive fee will be paid me equal to 20% of the net
profits earned in the account as of the termination date whether same shall be
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Michael J. Mandelbaum, Esq.
April 17, 1998
Page 2
the two year anniversary date or later if agreed to between the parties. 100% of
all funds shall go to Kerrimatt L.P. until 100% of the capital plus a 8% annual
noncumulative return (the "Hurdle") is returned, and then the division shall be
80% to Kerrimatt L.P. and 20% to Larry Seidman.
8. Net profits, if any in excess of the hurdle, shall be defined to be
the amount earned in the account without regard to a "Hurdle" or without
regard to cash dividends. Cash dividends shall be the property of Kerrimatt
L.P. and shall not be included in net profits
9. I shall have the sole right to vote the shares in the account until
termination of my Power of Attorney.
10. In the event any portion of this agreement is not in compliance
with law, then Kerrimatt L.P. shall have the sole right to terminate this
letter, and an accounting shall be done based upon the above quoted
administrative fee and profit participation to the date of the termination.
Very truly yours,
LAWRENCE B. SEIDMAN
AGREED AND ACCEPTED:
KERRIMATT L.P.
By: David Mandelbaum, General Partner
