<PAGE> 1
EXHIBIT 1.2(a)
[RYAN, BECK & CO. LETTERHEAD]
CONFIDENTIAL
January 28, 2000
Mr. Michael T. Crowley, Jr.
President & Executive Officer
Mutual Savings Bank
4949 W. Brown Deer Road
P.O. Box 23988
Milwaukee, WI 53223-0988
Re: Mutual Holding Company Formation - Subscription Enhancement, Proxy
Solicitation & Administrative Services
Dear Mr. Crowley:
Ryan, Beck & Co. ("Ryan, Beck") is pleased to submit this engagement letter
setting forth the terms of the proposed engagement between Ryan, Beck and Mutual
Savings Bank (the "Institution") in connection with the proposed reorganization
and offering described below, subject to the terms and conditions of this
agreement (the "Agreement").
1. BACKGROUND ON RYAN, BECK
Ryan, Beck, Inc., was organized in 1946 and is one of the nation's leading
investment bankers for financial institutions. The firm is a registered
broker-dealer with the Securities and Exchange Commission, a member of the
National Association of Securities Dealers, Inc. ("NASD"), Securities Industry
Association and a member of the Securities Investor Protection Corporation.
Ryan, Beck's corporate finance and research group represents one of the largest
such groups devoted to financial institution matters in the country. Moreover,
Ryan, Beck is one of the largest market makers in bank and thrift stocks.
2. MUTUAL HOLDING COMPANY STOCK ISSUANCE AND SIMULTANEOUS ACQUISITION
The Institution proposes to reorganize into a two-tier mutual holding company
structure (the "Reorganization") by forming a mutual holding company and
middle-tier holding company ("Holding Company") pursuant to applicable
regulations, whereby the Holding Company will sell approximately 32% of its
common stock (the "Common Stock") in a subscription offering with any remaining
shares sold in a community offering and/or underwritten public offering
(collectively the "Offering") pursuant to a Stock Issuance Plan (the "Plan"). In
connection with the stock issuance, Ryan, Beck proposes to act as financial
advisor to the Institution with respect
<PAGE> 2
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 2
to the Offering, and selling agent/lead manager with respect to the offering of
shares of Common Stock. The Plan will be adopted in connection with the
potential simultaneous acquisition by the Institution or Holding Company of
another depository institution (the "Acquisition"). Ryan, Beck is aware that a
portion of the merger consideration in the Acquisition will consist of newly
issued Common Stock of the Holding Company. Ryan, Beck is also aware that the
firm RP Financial, LC. serves as advisor to the Institution in connection with
the Acquisition. Ryan, Beck's role as financial advisor to the Institution with
respect to the Offering does not include acting as financial advisor with
respect to the acquisition and the Institution acknowledges that the scope of
Ryan, Beck's services does not include the issuance of a fairness opinion with
respect to the Acquisition.
Ryan, Beck intends to conduct the Offering only after execution of a definitive
agency agreement (the "Definitive Agreement"), which will include customary
representations and warranties, covenants, conditions, termination provisions
and indemnification, contribution and limitation of liability provisions, all to
be mutually agreed upon by Ryan, Beck, the Holding Company and the Institution.
Ryan, Beck's willingness to execute a Definitive Agreement and conduct the
Offering will be subject to its satisfaction, in its sole discretion and
judgment, with a number of other factors, including but not limited to the
following:
i. there being no material adverse change in the condition or
operation of the Institution:
ii. satisfactory disclosure of all relevant financial information in
the disclosure documents and determination that the sale of the
Securities is reasonable given such disclosures:
iii. the current financial position, earnings performance and future
prospects of the Institution;
iv. receipt of a "comfort letter" from the Institution's accountants
containing no material exceptions; and
v. the condition of the credit and equity markets and particularly
as they relate to securities of financial institutions.
3. SERVICES TO BE PROVIDED BY RYAN, BECK
a. Advisory Services - Thorough planning is essential to a successful
offering. Ryan, Beck serves as lead coordinator of the marketing and
logistic efforts necessary to prepare for an offering. Our actions are
intended to clearly define responsibilities and timetables, while
avoiding costly surprises. We assume responsibility for the initial
preparation of marketing materials--saving you time and legal expense.
Moreover, as your investment banker, Ryan, Beck will evaluate the
financial, marketing and regulatory issues involved in the Offering.
Our specific responsibilities include:
<PAGE> 3
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 3
- Review and advise with respect to the Plan;
- Review and provide input with respect to the Business Plan to be
prepared in connection with the Reorganization;
- Participate in drafting the Prospectus and assist in obtaining
all requisite regulatory approvals;
- Review and opine to the Board of Directors on the adequacy of the
appraisal process;
- Develop a marketing plan for the Offering including direct mail,
advertising, community meetings and telephone solicitation;
- Provide specifications and assistance in selecting data
processing assistance, printer and other professionals;
- Develop an operating plan for the Stock Sale Center (the
"Center");
- Provide a list of equipment and supplies needed for the Center;
- Draft marketing materials including letters, brochures, slide
show script and advertisements; and
- Assist in arranging market-makers for post-reorganization
trading.
b. Administrative Services and Stock Sale Center Management - Ryan, Beck
will manage all aspects of the Offering. A successful Offering requires
an enormous amount of attention to detail. Working knowledge and
familiarity with the law and "lore" of bank regulators, Securities and
Exchange Commission and NASD is essential. Ryan, Beck's experience in
managing many thrift reorganizations, minority stock offerings and
second step conversions will minimize the burden on your management and
disruption to normal banking business.
At the same time, our legal, accounting and regulatory background
ensures that details are attended to in a professional fashion. An
Offering requires accurate and timely record keeping and reporting.
Furthermore, customer inquiries must be handled professionally and
accurately. The Center centralizes all data and work effort relating to
the Offering.
Ryan, Beck will supervise and administer the Center. We will train
Center staff to help record stock orders, answer customer inquiries and
handle special situations as they arise. Center activities include the
following:
- Provide experienced on-site registered representatives to
minimize disruption of day-to-day business.
- Identify and organize space for the Center, the focal point of
sales and proxy solicitation activity;
- Administer the Center. All substantive stock related matters will
be handled by employees of Ryan, Beck.
- Organize and implement all proxy solicitation efforts;
<PAGE> 4
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 4
- Prepare procedures for processing proxies, stock orders and cash,
and for handling requests for information;
- Ryan, Beck will outsource all reorganization agent/data
processing/transfer agent functions. Ryan, Beck recommends
outsourcing such services to either ChaseMellon Shareholder
Services or Crowe Chizek and Company LLP. The cost of such
services will be borne by the Institution and are subject to
separate agreement;
- Provide scripts, training and guidance for the telephone team in
soliciting proxies and in the stock sales telemarketing effort;
- Educate the Institution's directors, officers and employees about
the Reorganization and Offering, their roles and relevant
securities laws;
- Train branch managers and customer-contact employees on the
proper response to stock purchase inquiries;
- Train and supervise Center staff assisting with proxy and order
processing;
- Prepare daily sales reports for management and ensure funds
received balance to such reports;
- Coordinate functions with the data processing agent, printer,
transfer agent, stock certificate printer and other
professionals;
- Design and implement procedures for handling IRA and Keogh
orders; and
- Provide post-offering subscriber assistance and management of the
pro-ration process.
c. Securities Marketing Services - Ryan, Beck uses various sales techniques
including direct mail, advertising, community investor meetings, telephone
solicitation, and if necessary, formation of a selling group of broker-dealers.
The sales approach is tailored to fit your specific situation. Our techniques
are designed to attract a stockholder base comprised largely of community
oriented individuals loyal to the Institution.
Our specific actions include:
- Assign licensed registered representatives from our staff to work
at the Center to solicit orders on behalf of the Institution from
eligible prospects who have been targeted as likely and desirable
stockholders;
- Assist management in developing a list of potential investors who
are viewed as priority prospects;
- Respond to inquiries concerning the Offering and investment
opportunities;
- Organize, coordinate and participate in community informational
meetings. These meetings are intended to both relieve customer
anxiety and attract potential investors. The meetings generate
widespread publicity for the Offering while providing local
exposure of the Institution and promoting favorable stockholder
relations;
- Supervise and conduct a telemarketing campaign to identify
prospects from among the Institution's customer base;
<PAGE> 5
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 5
- Continually advise management on market conditions and the
community's responsiveness to the Offering;
- Coordinate efforts to maximize after-market support and
institutional sponsorship; and
- If appropriate and at the request of the Institution and the
Holding Company, arrange a syndicated community Offering
involving a selling group of selected broker-dealers acting on a
"best efforts" basis to assist in selling stock during the
Offering. In so doing, prepare broker "fact sheets" and arrange
"road shows" for the purpose of stimulating interest in the stock
and informing the brokerage community of the particulars of the
Offering. Alternatively, if so directed by the Institution and
the Holding Company, Ryan, Beck will lead manage a "stand-by"
firm commitment underwriting including other underwriters
designated by the Holding Company.
4. COMPENSATION
a. For its services hereunder, the Holding Company and/or the Institution
will pay to Ryan, Beck the following compensation in connection with the
Reorganization:
(1) An advisory and management fee of $100,000 in connection
with the advisory, administrative and proxy solicitation
services set forth in section 3.a. and 3.b. hereof (the
"Management Fee"). The Management Fee shall be payable as
follows: $25,000 upon signing this Agreement; $25,000 upon
the filing of the Registration Statement and $50,000 at the
closing of the Offering.
(2) A fee of one and one-half percent (1.5%) of the dollar
amount of the Common Stock sold in the Offering, other than
those shares sold pursuant to (3) below. No fee shall be due
pursuant to this subsection in connection with the sale of
stock to officers, directors, employees or immediate family
of such persons ("Insiders") and qualified and non-qualified
employee benefit plans of the Institution or the Insiders.
Also, no fee shall be due to Ryan, Beck for the shares
issued in the Acquisition to the selling company's
shareholders.
(3) For stock sold by a group of NASD member firms (which will
include Ryan, Beck & Co.) under a selected dealers'
agreement (the "Selling Group"), a fee equal to one and
one-half percent (1.5%), which fee along with the fee
payable directly by the Institution to selected dealers
shall be approximately five and one-half percent (5.5%) in
the aggregate. Ryan, Beck will not commence sales of the
stock through members of the Selling Group without the
specific prior approval of the Institution. The Holding
Company and the Institution understand that the 5.5% fee is
subject to increase depending upon the size of the offering,
market conditions for initial MHC offerings, market
conditions for financial institution securities and other
factors affecting the equity markets. The Holding Company,
<PAGE> 6
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 6
the Institution and Ryan, Beck agree to negotiate the fee
prior to filing of necessary documents with the NASD.
Such fees (less the amount of any Management Fee previously paid)
are to be paid to Ryan, Beck at the closing of the Offering. If,
pursuant to a resolicitation undertaken by the Institution, Ryan,
Beck is required to provide significant additional services, or
expend significant additional time, the parties shall mutually
agree to the dollar amount of the additional compensation due.
To the extent the Holding Company elects to employ broker-dealers
to serve as "stand-by" underwriters then any "stand-by" fees
associated therewith are to be paid separately by the Holding
Company. Sales concessions paid to such firms are covered by
paragraph 4a (3) above.
b. If (i) the Plan is abandoned or terminated by the Institution;
(ii) the Offering is not consummated by March 31, 2001; (iii)
Ryan, Beck terminates this relationship because there has been a
material adverse change in the financial condition or operations
of the Institution or its acquisition partner since December 31,
1999; or (iv) immediately prior to commencement of the Offering,
Ryan, Beck terminates this relationship because in its opinion,
which shall have been formed in good faith after reasonable
determination and consideration of all relevant factors, there has
been a failure to satisfactorily disclose all relevant information
in the disclosure documents or the existence of market conditions
which might render the sale of the shares by the Institution
hereby contemplated inadvisable or a material adverse change in
the condition or operation of the Institution; Ryan, Beck shall
not be entitled to the fees set forth above under subparagraph
(a), but in addition to reimbursement of its reasonable
out-of-pocket expenses as set forth in paragraph 5 below, shall be
entitled to receive for its advisory and administrative services a
Management Fee of $50,000 should the plan be abandoned or
terminated prior to the filing of the Registration Statement or
the Management Fee of $100,000 should the Plan be abandoned or
terminated subsequent to the filing of the Registration Statement.
5. EXPENSES AND REIMBURSEMENT
The Institution will bear all of its expenses in connection with the
Reorganization and the Offering of its Common Stock including, but not limited
to, the Institution's attorney fees, NASD filing fees, "blue sky" legal fees,
expenses for appraisal, auditing and accounting services, advertising expenses,
printing expenses, temporary personnel expenses and the preparation of stock
certificates. In the event Ryan, Beck incurs such expenses on behalf of the
Institution, the Institution shall pay or reimburse Ryan, Beck for such
reasonable fees and expenses regardless of whether the Reorganization is
successfully completed. Ryan, Beck will not incur any single
<PAGE> 7
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 7
expense of more than $5,000, pursuant to this paragraph without the prior
approval of the Institution.
The Institution also agrees to reimburse Ryan, Beck for reasonable out-of-pocket
expenses, including legal fees and expenses, incurred by Ryan, Beck in
connection with the services contemplated hereunder. Ryan, Beck will not incur
legal fees (excluding the out-of-pocket expenses of counsel) in excess of
$75,000 without the approval of the Institution. The parties acknowledge,
however, that the legal fee cap may be increased by the mutual consent of the
Institution and Ryan, Beck in the event of any circumstances which result in
material additional work on the part of Ryan, Beck's counsel. Other
out-of-pocket expenses of Ryan, Beck will not exceed $35,000 unless mutually
agreed to by the partners based upon delay or unforeseen circumstances. Not
later than two days before closing, we will provide you with a detailed
accounting of all reimbursable expenses to be paid at closing.
6. MARKET MAKING & RESEARCH
Ryan, Beck agrees to use its best efforts to maintain a market and to solicit
other broker-dealers to make a market in the Common Stock after the Offering so
that there are at least three market makers for the Common Stock after the
Offering. Ryan, Beck agrees to provide research coverage on the Holding Company.
7. INFORMATION TO BE SUPPLIED; DOCUMENTS AND CONFIDENTIALITY
a. The Institution and its counsel will complete, file with the
appropriate regulatory authorities and, as appropriate, amend from
time to time, the information to be contained in the Institution's
applications to banking and securities regulators and any related
exhibits thereto. In this regard, the Institution and its counsel
will prepare a prospectus and any other necessary disclosure
documents relating to the offering of the Common Stock in
conformance with applicable rules and regulations. As the
Institution's financial advisor, Ryan, Beck will in conjunction with
counsel, conduct an examination of the relevant documents and
records of the Institution and will make such other reasonable
investigation as deemed necessary and appropriate under the
circumstances.
b. The Institution acknowledges that all advice (written or oral) given
by Ryan, Beck to the Institution is intended solely for the benefit
and use of the Institution. Other than to the extent required to be
reflected in Board and committee meeting minutes, no advice (written
or oral) of Ryan, Beck hereunder shall be used, reproduced,
disseminated, quoted or referred to at any time, in any manner, or
for any purpose, nor shall any public references to Ryan, Beck be
made by the Institution (or such persons), without the prior written
consent of Ryan, Beck.
<PAGE> 8
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 8
c. Ryan, Beck will maintain the confidentiality of the Information and,
unless and until such information shall have been made publicly
available by the Institution or by others without breach of a
confidentiality agreement, shall disclose the Information only as
authorized by the Institution or as required by law or by order of a
governmental authority or court of competent jurisdiction. In the
event that Ryan, Beck is legally required to make disclosure of any
of the Information, Ryan, Beck will give notice to the Institution
prior to such disclosure, to the extent that Ryan, Beck can
practically do so. The foregoing paragraph shall not apply to
information that:
i. at the time of disclosure by the Institution is, or
thereafter becomes, generally available to the public or
within the industries in which the Institution or Ryan,
Beck or its affiliates conduct business, other than as a
result of a breach by Ryan, Beck of its obligations under
this Agreement;
ii. prior to or at the time of disclosure by the Institution,
was already in the possession of, or conceived by, Ryan,
Beck or any of its affiliates, or could have been
developed by them from information then in their
possession, by the application of other information or
techniques in their possession, generally available to
the public, or available to Ryan, Beck or its affiliates
other than from the Institution;
iii. at the time of disclosure by the Institution or
thereafter, is obtained by Ryan, Beck or any of its
affiliates from a third party who Ryan, Beck reasonably
believes to be in possession of the information not in
violation of any contractual, legal or fiduciary
obligation to the Institution with respect to that
information; or
iv. is independently developed by Ryan, Beck or its
affiliates.
d. Ryan, Beck's counsel will prepare, subject to the approval of the
Institution's counsel, the Definitive Agreement. Ryan, Beck's
counsel shall be selected by Ryan, Beck, subject to the approval of
the Institution.
e. In connection with Ryan, Beck's activities on behalf of the
Institution, the Institution and its acquisition partner will
furnish Ryan, Beck with all financial and other information
regarding the Institution that Ryan, Beck reasonably believes
appropriate to its assignment (all such information so furnished by
the Institution, whether furnished before or after the date of this
Agreement, being referred to herein as the "Information"). The
Institution will provide Ryan, Beck with access to the officers,
directors, employees, independent accountants, legal counsel and
other advisors and consultants for the Institution. The Institution
recognizes and agrees that Ryan, Beck:
<PAGE> 9
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 9
i. will use and rely primarily on the Information and
information available from generally recognized public
sources in performing the services contemplated by this
Agreement without independently verifying the information
or such other information;
ii. does not assume responsibility for the accuracy of the
Information or such other information; and
iii. will not make an appraisal of any assets or liabilities
owned or controlled by the Institution or its market
competitors.
f. Nothing in this Agreement shall be construed to limit the ability of
Ryan, Beck or its affiliates to pursue, investigate, analyze, invest
in, or engage in investment banking, financial advisory or any other
business relationships with, entities other than the Institution,
notwithstanding that such entities may be engaged in a business
which is similar to or competitive with the business of the
Institution, and notwithstanding that such entities may have actual
or potential operations, products, services, plans, ideas, customers
or supplies similar or identical to the Institution's, or may have
been identified by the Institution as potential merger or
acquisition targets or potential candidates for some other business
combination, cooperation or relationship. The Institution expressly
acknowledges and agrees that it does not claim any proprietary
interest in the identity of any other entity in its industry or
otherwise, and that the identity of any such entity is not
confidential information.
8. BLUE SKY
To the extent required by applicable state law, Ryan, Beck and the Institution
will need to obtain or confirm exemptions, qualifications or registration of the
Common Stock under applicable state securities laws and NASD policies. Such work
will be performed by the Institution's counsel and the cost of such legal work
and related filing fees will be paid by the Institution. The Institution will
cause the counsel performing such services to prepare a Blue Sky memorandum
related to the Offering including Ryan, Beck's participation therein and shall
furnish Ryan, Beck a copy thereof addressed to Ryan, Beck or upon which such
counsel shall state Ryan, Beck may rely.
9. AVAILABILITY OF "STARS" PROGRAM
As an additional service to the Institution, Ryan, Beck will make available for
a period of 1 year following the completion of the Offering, advisory services
through the Ryan, Beck Strategic Advisory Services ("STARS") program. The
undersigned will serve as the senior relationship manager for this program. If
the Institution elects to avail itself of the STARS program, Ryan, Beck will
meet with the Institution at its request. Ryan, Beck also will provide opinions
and recommendations, upon request, for the areas covered below:
<PAGE> 10
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 10
Valuation Analysis
Merger and Acquisition Planning and Analysis
Merger and Acquisition Trends
Planning, Forecasting & Competitive Strategy
Capital, Asset & Liability Structure & Management
Stock Repurchase Programs
Dividend Policy
Dividend Reinvestment Programs
Market Development and Sponsorship of Bank Securities
Financial Disclosure
Financial Relations
Financial Reports
Branch Sales and Purchases
Stock Benefit Plan Analysis and Advisory
Stockholder & Investor Relations Presentations & Programs
Fairness Opinions
Scanning of Potential Acquisition Candidates
Based on Published Statement Information
(This screening does not extend to any in-depth merger and
acquisition analyses or studies which are available under Ryan,
Beck's normal fee schedule, and does not include retention of Ryan,
Beck by the Institution for any specific merger/acquisition
situation.)
If the Institution elects to utilize the STARS program Ryan, Beck will waive the
regular retainer fee and hourly charges for this program for the first year. The
Institution also will reimburse Ryan, Beck's reasonable out-of-pocket expenses
incurred in conjunction with the performance of these services. Such
out-of-pocket expenses shall include travel, legal and other miscellaneous
expenses. Ryan, Beck will not incur any single expense in excess of $5,000
pursuant to this paragraph without the prior approval of the Institution.
If negotiations for a transaction conducted during the term of the STARS
Advisory Agreement described above result in the execution of a definitive
agreement and/or consummation of a transaction for which Ryan, Beck customarily
would be entitled to a fee for its advisory or other investment banking
services, Ryan, Beck shall receive a contingent advisory fee ("Advisory Fee") in
accordance with the terms of a separate engagement letter with respect to such
transaction.
<PAGE> 11
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 11
10. INDEMNIFICATION
The Definitive Agreement will provide for indemnification of the type usually
found in underwriting agreements as to certain liabilities, including
liabilities under the Securities Act of 1933. The Institution also agrees to
defend, indemnify and hold harmless Ryan, Beck and its officers, directors,
employees and agents against all claims, losses, actions, judgments, damages or
expenses, including but not limited to reasonable attorneys' fees, arising
solely out of the engagement described herein, except that such indemnification
shall not apply to Ryan, Beck's own willful misconduct or negligence.
11. NASD MATTERS
Ryan, Beck has an obligation to file certain documents and to make certain
representations to the National Association of Security Dealers ("NASD") in
connection with the Reorganization. The Institution agrees to cooperate with
Ryan, Beck and provide such information as may be necessary for Ryan, Beck to
comply with all NASD requirements applicable to it in connection with its
participation as contemplated herein in the Reorganization. Ryan, Beck is and
will remain through completion of the Reorganization a member in a good standing
of the NASD and will comply with all applicable NASD requirements.
12. OBLIGATIONS
Except as set forth below, this engagement letter is merely a statement of
intent. While Ryan, Beck and the Institution agree in principle to the contents
hereof and propose to proceed promptly and in good faith to work out the
arrangements with respect to the Reorganization, any legal obligations between
Ryan, Beck and the Institution shall be only: (i) those set forth herein in
paragraphs 2, 3 and 4 regarding services and payments; (ii) those set forth in
paragraph 5 regarding reimbursement for certain expenses; (iii) those set forth
in paragraph 7 regarding information to be supplied, documents, and
confidentiality; (iv) those set forth in paragraph 10 regarding indemnification;
and (v) as set forth in a duly negotiated and executed Definitive Agreement.
13. INDEPENDENT CONTRACTOR; NO FIDUCIARY DUTY
The Institution acknowledges and agrees that it is a sophisticated business
enterprise and that Ryan, Beck has been retained pursuant to this Agreement to
act as financial advisor to the Institution solely with respect to the matters
set forth herein. In such capacity, Ryan, Beck shall act as an independent
contractor, and any duties of Ryan, Beck arising out of its engagement pursuant
to this Agreement shall be contractual in nature and shall be owed solely to the
Institution. Each party disclaims any intention to impose any fiduciary duty on
the other.
<PAGE> 12
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 12
14. BENEFICIARIES
This Agreement shall inure to the sole and exclusive benefit of Ryan, Beck and
the Institution. The obligations and liabilities under this Agreement shall be
binding upon Ryan, Beck and the Institution.
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Wisconsin applicable to contracts executed and to be wholly
performed therein without giving effects to its conflicts of laws, principles or
rules.
16. AMENDMENTS
This Agreement may be modified or amended, or its provisions waived, only by an
instrument in writing signed by the person or persons against whom enforcement
of this modification, amendment or waiver is sought.
17. ANNOUNCEMENTS OF OFFERING
If the Offering is consummated in which Ryan, Beck acts as selling agent or
otherwise, Ryan, Beck may, at its option and expense, place an announcement in
such newspapers and periodicals as Ryan, Beck may choose stating that Ryan, Beck
has so acted, and the capacity in which it has acted.
18. NO COMMITMENT
This Agreement does not and will not constitute any agreement, commitment or
undertaking, express or implied on the part of Ryan, Beck or any affiliate to
purchase or to sell any securities or to provide any financing and does not
ensure the successful arrangement or completion of the Offering or any Other
Transaction.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and
supersedes and cancels any and all prior or contemporaneous arrangements,
understandings and agreements, written or oral, between them relating to the
subject matter hereof.
<PAGE> 13
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 13
20. SEVERABILITY
If any portion of this Agreement shall be held or made unenforceable or invalid
by a statute, rule, regulation, decision of a tribunal or otherwise, the
remainder of this Agreement shall not be affected thereby and shall remain in
full force and effect, and, to the fullest extent, the provisions of the
Agreement shall be severable.
21. HEADINGS
The descriptive headings of the paragraphs, subparagraphs and Appendixes of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement and shall not affect in any way the meaning or interpretations of this
Agreement.
22. FAILURE OR DELAY; NO WAIVER
It is understood and agreed that failure or delay by either the Institution or
Ryan, Beck in exercising any right, power or privilege hereunder shall not
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
23. WAIVER OF TRIAL BY JURY
EACH OF RYAN, BECK AND THE INSTITUTION WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS
AGREEMENT.
<PAGE> 14
Mr. Michael T. Crowley, Jr.
January 28, 2000
Page 14
Please acknowledge your agreement to the foregoing by signing in the place
provided below and returning one copy of this letter to our office together with
the retainer payment in the amount of $25,000. We look forward to working with
you toward the successful conclusion of this engagement and developing a long
term relationship with the Institution.
RYAN, BECK & CO., INC.
BY: /s/ BEN A. PLOTKIN
---------------------------------------------
Ben A. Plotkin
Chairman, President & Chief Executive Officer
Confirmed and accepted as of this 3rd day of February, 2000
MUTUAL SAVINGS BANK
BY: /s/ MICHAEL T. CROWLEY, JR.
---------------------------------------------
Michael T. Crowley, Jr.
President & Executive Officer
