<PAGE>
Exhibit 1.1
[Letterhead of Trident Securities]
September 22, 2000
Board of Directors
Chesterfield Federal Savings and Loan Association
10801 South Western Avenue
Chicago, IL 60643-3298
RE: Conversion Stock Marketing Services
Gentlemen:
This letter sets forth the terms of the proposed engagement between Trident
Securities, a division of McDonald Investments, Inc. ("Trident") and
Chesterfield Federal Savings and Loan Association, together with its successors
and assigns, (the "Association") concerning our investment banking services in
connection with the conversion of the Association from a mutual to a capital
stock form of organization.
Trident is prepared to assist the Association in connection with the offering of
its shares of common stock during the subscription offering and community
offering as such terms are defined in the Association's Plan of Conversion. The
specific terms of the services contemplated hereunder shall be set forth in a
definitive sales agency agreement (the "Agreement") between Trident and the
Association to be executed on the date the prospectus is declared effective by
the appropriate regulatory authorities. The price of the shares during the
subscription offering and community offering will be the price established by
the Association's Board of Directors, based upon an independent appraisal as
approved by the appropriate regulatory authorities, provided such price is
mutually acceptable to Trident and the Association.
In connection with the subscription offering and community offering, Trident
will act as financial advisor and exercise its best efforts to assist the
Association in the sale of its common stock during the subscription offering and
community offering. Additionally, Trident may enter into agreements with other
National Association of Securities Dealers, Inc., ("NASD") member firms to act
as selected dealers, assisting in the sale of the common stock. Trident and the
Association will determine the selected dealers to assist the Association during
the community offering. At the appropriate time, Trident in conjunction with its
counsel, will conduct an examination of the relevant documents and records of
the Association as Trident deems necessary and appropriate. The Association will
make all documents, records and other information deemed necessary by Trident or
its counsel available to them upon request.
For its services hereunder, Trident will receive the following compensation and
reimbursement from the Association:
1. A management fee in the amount of $20,000.
<PAGE>
Board of Directors
September 22, 2000
Page 2
2. A commission equal to one and six-tenths percent (1.60%) of the
aggregate dollar amount of stock sold in the subscription and
community offerings, excluding any shares of stock sold to the
Association's directors, executive officers and their "Associates" and
the "Association's" employee benefit plans. Trident shall receive no
commission for shares sold in excess of the mid-point of the final
valuation range. The term "Associates" as used herein shall have the
same meaning as that found in the Association's Plan of Conversion.
3. The foregoing fees and commissions are to be payable to Trident at the
closing as defined in the Agreement to be entered into between the
Association and Trident.
4. Trident shall be reimbursed for out-of-pocket expenses (including the
legal fees and expenses of Trident's counsel) incurred, not to exceed
$50,000, whether or not the Agreement is consummated. The Association
will forward to Trident a check in the amount of $10,000 as an advance
payment to defray the expenses of Trident in accordance with the last
paragraph of this agreement. In the event of resolicitation or other
event which causes the offering to be extended beyond the date
contemplated by the Prospectus, then Trident shall also be reimbursed
for additional out of pocket and legal expenses incurred as a result
of such resolicitation or extension. Such additional reimbursement
shall be a pro rata amount of the expenses incurred during the
original period.
It further is understood that the Association will pay all other expenses of the
conversion including but not limited to its attorneys' fees, NASD filing fees,
and filing and registration fees and fees of either Trident's attorneys or the
attorneys relating to any required state securities law filings, telephone
charges, air freight, rental equipment, supplies, transfer agent charges, fees
relating to auditing and accounting and costs of printing all documents
necessary in connection with the foregoing.
In order to facilitate Trident's filing with the NASD, the Company agrees to
deliver or cause to be delivered to Trident, or Trident's counsel, seven copies
of the registration statement, and any amendments thereto filed with the
Securities and Exchange Commission ("SEC") on the same date as they are filed
with the SEC.
For purposes of Trident's obligation to file certain documents and to make
certain representations to the NASD in connection with the conversion, the
Association warrants that: (a) the Association has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between the Association and any NASD member or any
person related to or associated with any such member; (c) none of the officers
or directors of the Association has any affiliation with the NASD; (d) except as
contemplated by this engagement letter with Trident, the Association has no
financial or management consulting contracts outstanding with any other person;
(e) the Association has not granted Trident a right of first refusal with
respect to the underwriting of any future offering of the Association stock; and
(f) there has been no intermediary between Trident and the Association in
connection with the public offering of the Association's shares, and no person
is being compensated in any manner for providing such service.
The Association agrees to indemnify and hold harmless Trident and each person,
if any, who controls the firm against all losses, claims, damages or
liabilities, joint or several and all legal or other expenses reasonably
incurred by them in connection with the investigation or defense thereof
(collectively, "Losses"), to which they may become subject under securities laws
or under the common law, that arise out of or are based upon the conversion or
the engagement hereunder of Trident except to the extent such losses are the
result of the gross
<PAGE>
Board of Directors
September 22, 2000
Page 3
negligence or willful misconduct of Trident. If the foregoing indemnification is
unavailable for any reason, the Association agrees to contribute to such Losses
in the proportion that its financial interest in the conversion bears to that of
the indemnified parties. If the agreement is entered into with respect the
common stock to be issued in the conversion, the Agreement will provide for
indemnification, which will be in addition to any rights that Trident or any
other indemnified party may have at common law or otherwise. The indemnification
provision of this paragraph will be superseded by the indemnification provisions
of the Agreement entered into by the Association and Trident.
This letter is merely a statement of intent and is not a binding legal agreement
except as to paragraph (4) above with regard to the obligation to reimburse
Trident for allocable expenses to be incurred prior to the execution of the
Agreement and the indemnity described in the preceding paragraph. While Trident
and the Association 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 proposed offering, any legal obligations between Trident and the
Association shall be only as set forth in a duly executed Agreement. Such
Agreement shall be in form and content satisfactory to Trident and the
Association, as well as their counsel, and Trident's obligations thereunder
shall be subject to, among other things, there being in Trident's opinion no
material adverse change in the condition or obligations of the Association or no
market conditions which might render the sale of the shares by the Association
hereby contemplated inadvisable.
Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter, along with the advance payment of
$10,000. This proposal is open for your acceptance for a period of thirty (30)
days from the date hereof.
Yours very truly,
TRIDENT SECURITIES, A Division
Of McDonald Investments, Inc.
By: \s\ Peter A. Tannenbaum
-----------------------
Peter A. Tannenbaum
Senior Vice President
Agreed and accepted to this 25th day
----
of September, 2000
---------
CHESTERFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
By: \s\ Michael E. DeHaan
---------------------
Mr. Michael E. DeHaan
President and CEO
