EXHIBIT 99.5
RP FINANCIAL, LC.
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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.
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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
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William E. Pommerening
Chief Executive Officer and
Managing Director
Agreed To and Accepted By: Charles F. Finn /s/ Charles F. Finn
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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:
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