EXHIBIT 99.2
RP FINANCIAL, LC.
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Financial Services Industry Consultants
January 27, 2004
Mr. William M. Pierce, Jr.
President and Chief Executive Officer
Monadnock Community Bank
1 Jaffery Road
Peterborough, New Hampshire 03458
Dear Mr. Pierce:
This letter sets forth the agreement between Monadnock Community Bank,
Peterborough, New Hampshire ("Monadnock"), and RP Financial, LC. ("RP
Financial"), whereby Monadnock has engaged RP Financial to prepare the
regulatory business plan and financial projections to be adopted by Monadnock's
Board of Directors in conjunction with the concurrent reorganization and
minority stock offering. These services are described in greater detail below.
DESCRIPTION OF PROPOSED SERVICES
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RP Financial's business planning services will include the following
areas: (1) evaluating Monadnock's current financial and operating condition,
business strategies and anticipated strategies in the future; (2) analyzing and
quantifying the impact of business strategies, incorporating the use of net
offering proceeds both in the short and long term; (3) preparing detailed
financial projections on a quarterly basis for a period of at least three fiscal
years to reflect the impact of Board approved business strategies and use of
proceeds; (4) preparing the written business plan document which conforms with
applicable regulatory guidelines including a description of the use of proceeds
and how the convenience and needs of the community will be addressed; and (5)
preparing the detailed schedules of the capitalization of Monadnock and mutual
holding company and related cash flows.
Contents of the business plan will include: Executive Summary;
Description of Business; Marketing Plan; Management Plan; Records, Systems and
Controls; Financial Management Plan; Monitoring and Revising the Plan; and
Alternative Business Strategy.
RP Financial agrees to prepare the business plan and accompanying
financial projections in writing such that the business plan can be filed with
the appropriate regulatory agencies prior to filing the appropriate
applications.
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WASHINGTON HEADQUARTERS
Rosslyn Center Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210 Fax No.: (703) 528-1788
Arlington, VA 22209 Toll-Free No.: (866) 723-0594
MR. WILLIAM M. PIERCE, JR.
JANUARY 27, 2004
PAGE 2
FEE STRUCTURE AND PAYMENT SCHEDULE
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Monadnock agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $7,500. Payment of the professional fees
shall be made upon delivery of the completed business plan. Monadnock also
agrees to reimburse RP Financial for those direct 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
In the event Monadnock shall, for any reason, discontinue this planning
engagement prior to delivery of the completed business plan and payment of the
progress payment fee, Monadnock 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 Monadnock and RP Financial. Such unforeseen
events may include changes in regulatory requirements as it specifically relates
to Monadnock or potential transactions that will dramatically impact Monadnock
such as a pending acquisition or branch transaction.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as
indicated below and returning to RP Financial a signed copy of this letter.
Very truly yours,
/s/ James J. Oren
James J. Oren
Senior Vice President
Agreed To and Accepted By: William M. Pierce, Jr. /s/ William M. Pierce, Jr.
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President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Monadnock Community Bank
Peterborough, New Hampshire
Date Executed: January 19, 2004
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