EXHIBIT 99.3
APPRAISAL AGREEMENT WITH CAPITAL RESOURCES GROUP, INC.
CAPITAL RESOURCES GROUP, INC.
1211 Connecticut Ave., N.W. * Suite 200 Washington, DC 20036 * Tel (202) 466-
5685 * Fax (202) 466-5695
November 18, 1997
Mr. Carl Smith
President and Chief Executive Officer
People's Building & Loan Association
819 Main Street
Tell City, Indiana 47586
Dear Mr. Smith:
This letter sets forth the agreement between Peoples Building & Loan
Association (the "Association") and Capital Resources Group, Inc. ("CRG"),
whereby the Association has engaged CRG to determine the estimated pro forma
market value of the shares of common stock that are to be issued and sold by the
Association in conjunction with its conversion into a stock savings institution
(the "Conversion") and to prepare the regulatory business plan for the formation
of the new holding company.
CRG agrees to deliver the valuation, in writing, to the Association at the
above address on or before a mutually-agreed upon date. Further, we agree to
discuss with the board of directors the valuation, the methodology employed and
other relevant factors of the appraisal. In addition, CRG agrees to undertake
all the necessary filing requirements with respect to the valuation appraisal
report with the Office of Thrift Supervision ("OTS") and Securities and Exchange
Commission ("SEC"). It is understood that the services of CRG under this
agreement shall be limited as described above. CRG is an affiliate of Capital
Resources, Inc. which is offering marketing agent services separately.
The Association agrees to pay CRG for its services to prepare the appraisal
and the regulatory business plan and to reimburse CRG for certain expenses
necessary and incident to the completion of the appraisal. Professional fees
for our services are $15,000 for the appraisal including any updates and $5,000
for the regulatory holding company business plan. Payment of the appraisal and
business plan fees shall be made according to the following schedule:
O $5,000 upon execution of this letter of agreement;
O $10,000 upon delivery of the completed appraisal report; and
O $5,000 upon delivery of the completed regulatory business plan.
Reimbursement of expenses for travel, communications, reproduction, data and
computer time shall be paid to CRG as incurred and billed. CRG will make every
attempt to hold these costs to a minimum, but in no event will they exceed
$2,000 without the prior approval of the Association.
CAPITAL RESOURCES GROUP, INC.
Mr. Carl Smith
November 18, 1997
Page 2
In the event the Association shall, for any reason, discontinue its
conversion to a stock savings institution prior to the filing of the original
appraisal and business plan with the OTS, the Association agrees to compensate
CRG according to CRG's standard billing rates for consulting services based on
accumulated and verifiable time expenses, not to exceed $20,000 plus
reimbursable expenses.
If, during the course of the Association's Conversion, unforeseen events
occur so as to materially change the nature of the work content of the appraisal
services described in this contract, the terms of said contract shall be subject
to renegotiation by the Association and CRG. Such unforeseen events shall
include, but not be limited to, major changes in OTS' procedures as they relate
to conversion regulations, appraisal guidelines or processing procedures as they
relate to conversions, major changes in management, operating policies or
financial condition, and excessive delays in completing the transaction and/or
suspension of processing of conversions such that completion of the proposed
Conversion requires the preparation by CRG of a new appraisal report which
differs substantially from the appraisal prepared by CRG.
The Association and CRG hereby agree to the following:
1. The Association agrees to supply to CRG such information with respect
to its business and financial condition as CRG may reasonably request in order
to provide the aforesaid valuation. Such information heretofore or hereafter
supplied or made available to CRG shall include without limitation: annual
financial statements, periodic regulatory filings and material agreements, debt
instruments, commitments and contingencies, potential gains/losses and corporate
books and records.
2. The Association hereby represents and warrants to CRG that any
information provided to CRG does not and will not, to the best of the
Association's knowledge, at all relevant times, contain any untrue statement of
a material fact or fail to state a material fact necessary to make the
statements therein not false or misleading.
3. (a) The Association agrees that it will indemnify and hold harmless
CRG and any affiliates of CRG who act for or on behalf of CRG in connection with
the services called for under this agreement, from and against any and all
losses, claims, damages and liabilities (including, but not limited to, all
losses and expenses in connection with claims under the federal securities laws)
caused by or arising out of any untrue statement of a material fact contained in
the information supplied by the Association to CRG or by an omission to state a
material fact in the information so provided that is required to be stated
therein or necessary to make the statements not misleading.
(b) The Association will not be responsible for any such losses,
claims, damages and liabilities if CRG is determined to be negligent or
otherwise at fault.
CAPITAL RESOURCES GROUP, INC.
Mr. Carl Smith
November 18, 1997
Page 3
(c) CRG will not be responsible for any such losses, claims, damages
and liabilities to the extent that it reasonably relied upon information
furnished by the Association whether or not the Association is determined to be
negligent or otherwise at fault.
(d) Should CRG incur legal expenses in defending any legal action
challenging the valuation where CRG is not negligent or otherwise at fault or is
found by a court of law to be not negligent or otherwise at fault, the
Association will indemnify CRG for all such expenses.
The Association and CRG are not affiliated, and neither the Association nor
CRG has an economic interest in, or is held in common with, the other and has
not derived a significant portion of its gross revenues, receipts or net income
for any period from transactions with the other.
Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to CRG a signed copy of this letter.
Sincerely,
CAPITAL RESOURCES GROUP, INC.
/s/ David P. Rochester
David P. Rochester
Chairman and Chief
Executive Officer
Agreed To and Accepted By:
PEOPLES BUILDING & LOAN ASSOCIATION
/s/ Carl Smith 18/9/97
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signed date
/s/ Carl Smith President
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