EXHIBIT 99.4
RP FINANCIAL, LC.
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Financial Services Industry Consultants
March 19, 2004
Board of Directors
Monadnock Community Bank
One Jaffrey Road
Peterborough, New Hampshire 03458
Re: Plan of Reorganization Subscription Rights
Monadnock Community Bank
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Members of the Board of Directors:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Mutual Holding Company Reorganization
and Stock Issuance adopted by the Board of Directors of Monadnock Community Bank
("Monadnock" or the "Bank"). Pursuant to the Plan of Mutual Holding Company
Reorganization and Stock Issuance, Monadnock will become a wholly-owned
subsidiary of Monadnock Community Bancorp, Inc. (the "Company"), a federal
corporation, and the Company will issue a majority of its common stock to
Monadnock Mutual Holding Company, a federal mutual holding company, and sell a
minority of its common stock to the public.
We understand that in accordance with the Plan of Mutual Holding Company
Reorganization and Stock Issuance, subscription rights to purchase shares of
common stock in the Company are to be issued to: (1) Eligible Account Holders;
(2) Tax-Qualified Employee Plans; (3) Supplemental Eligible Account Holders;
and, (4) Other Members. Based solely upon our observation that the subscription
rights will be available to such parties without cost, will be legally
non-transferable and of short duration, and will afford such parties the right
only to purchase shares of common stock at the same price as will be paid by
members of the general public in the community offering, but without undertaking
any independent investigation of state or federal law or the position of the
Internal Revenue Service with respect to this issue, we are of the belief that,
as a factual matter:
(1) the subscription rights will have no ascertainable market value;
and
(2) the price at which the subscription rights are exercisable will
not be more or less than the pro forma market value of the
shares upon issuance.
Changes in the local and national economy, the legislative and
regulatory environment, the stock market, interest rates, and other external
forces (such as natural disasters or significant world events) may occur from
time to time, often with great unpredictability and may materially impact the
value of thrift stocks as a whole or the Company's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.
Sincerely,
RP FINANCIAL, LC.
/s/ RP Financial, LC.
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