EXHIBIT 99.2
RP FINANCIAL, LC.
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Financial Services Industry Consultants
April 1, 2003
Mr. Robert J. Larison, Jr.
President and Chief Executive Officer
Atlantic Coast Federal
505 Haines Avenue
Waycross, Georgia 31501
Dear Mr. Larison:
This letter sets forth the agreement between Atlantic Coast Federal,
Waycross, Georgia (the "Association"), and RP Financial, LC. ("RP Financial"),
whereby the Association has engaged RP Financial to prepare the regulatory
business plan and financial projections to be adopted by the Association'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 the Association'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 the
Association 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
www.rpfinancial.com E-Mail: wpommerening@rpfinancial.com
MR. ROBERT J. LARISON, JR.
APRIL 1, 2003
PAGE 2
FEE STRUCTURE AND PAYMENT SCHEDULE
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The Association agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $15,000. Payment of the professional fees
shall be made upon delivery of the completed business plan.
The Association 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. RP Financial will agree to limit
reimbursable expenses in conjunction with the appraisal engagement, subject to
written authorization from the Association to exceed such level.
In the event the Association shall, for any reason, discontinue this
planning engagement prior to delivery of the completed business plan and payment
of the progress payment fee, the Association 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 Association and RP Financial. Such unforeseen
events may include changes in regulatory requirements as it specifically relates
to the Association or potential transactions that will dramatically impact the
Association 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/ William E. Pommerening
William E. Pommerening
Chief Executive Officer and
Managing Director
Agreed To and Accepted By: Robert J. Larison, Jr. /s/ Robert J. Larison
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President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Atlantic Coast Federal
Waycross, Georgia
Date Executed: 4/14/03
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