EXHIBIT 99.2
KELLER & COMPANY, INC.
FINANCIAL INSTITUTION CONSULTANTS
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
(614) 766-1426
(614) 766-1459 FAX
October 13, 2004
Mr. Robert Hughes
President
Ohio Central Savings
6033 Perimeter Drive
Dublin, Ohio 43017
Re: Business Plan Proposal
Dear Bob:
This letter represents our proposal to prepare a complete three-year Business
Plan ("Plan") for Ohio Central Savings ("Ohio Central" or the "Bank") to fulfill
the requirements of the Office of Thrift Supervision ("OTS")relating to the
Bank's stock conversion. The Plan will focus on Ohio Central's new three-year
pro formas, the conversion impact on Ohio Central and the planned use of
proceeds.
Keller & Company is experienced in preparing business plans for filing with and
approval by all regulatory agencies. We prepared thirty-four in 2001, thirty-two
in 2002, twenty-nine in 2003 and fifteen in 2004, and all have been approved.
Ohio Central' s Plan will be based on the format provided in the attached
Exhibit A. We will prepare the three-year pro formas and each discussion section
in accordance with regulatory requirements and based on your input. Our
objective is to ensure that the Bank's Business Plan is in compliance with all
applicable requirements, and that management and directorate are knowledgeable
of and comfortable with the assumptions, commitments and projections contained
in the Plan, making the Plan useful for the future. We have filed numerous
Business Plans with the OTS and are familiar with their pre-filing requirements
for business plans.
Exhibit B provides a sample set of typical pro formas. Ohio Central's pro formas
will incorporate the most current interest rate projections available. Our
procedure in preparing the Plan and three-year projections is to request key
financial information, including TFR and CMR Reports, investment portfolio mix,
recent lending activity, savings activity, costs and yields and other data from
Ohio Central. Based on a review of this information, I will then meet with
management to discuss the Bank's plans and expectations for 2004, 2005, 2006 and
2007, focusing on such items as use of proceeds, deposit growth expectations,
loan origination projections, new products and services, increases in general
valuation allowance, capital improvements, increases in fixed assets, investment
strategy, expansion plans, overhead expenses, board fees, fees and charges,
total compensation, etc. We will then prepare financial projections tying the
beginning figures to Ohio Central's September 30, 2004 TFR balances,
incorporating the Bank's current yields on interest-earning assets and your
current costs of interest-bearing liabilities. Assets and liabilities will be
Mr. Robert Hughes
October 13, 2004
Page 2
repriced based on their maturity period, with such items tied to rate indices
and their yields and costs adjusting based on interest rate trends. The
projections will be based on Ohio Central's actual performance year-to-date
2004, in conjunction with the input from discussions with management. We can
introduce numerous scenarios for internal use as part of the preparation of the
Plan to show the impact of alternative strategies and the impact of proceeds at
any other levels rather than the midpoint as required by OTS.
With each set of pro formas, we will send Ohio Central a discussion summary of
the assumptions for easy review and comments (Exhibit C). After your review of
the pro formas, we will make any adjustments that are required. When the pro
formas are complete, we will provide the final pro forma financial statements,
as well as pro formas for the holding company (Exhibit D).
With regard to the text of the Plan, we will complete each section in draft form
for your review, and revise each section based on management's comments and
requests. We will also send a copy to Luse Gorman Pomerenk & Schick for their
input and comments. The Plan will be in full compliance with all regulatory
requirements. We will also prepare a quarterly comparison chart each quarter
after the conversion for presentation to the board, showing the quarterly
variance in actual performance relative to projections and provide comments on
the variance, at no charge.
Our fee for the preparation of the Business Plan text and pro formas is a fee of
$15,000, plus out-of-pocket expenses not to exceed $250. The fee includes a
retainer fee of $2,000 to be paid at the time of signing this agreement and
deducted from the total fee at the time of completion of the Business Plan.
I look forward to working with the Bank and its management and would be pleased
to discuss our proposal or answer any questions.
Sincerely,
KELLER and COMPANY, INC.
/s/ Michael R. Keller
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Michael R. Keller
President
MRK:jmm
enclosure
Accepted this 15th day of October, 2004.
/s/ Robert Hughes
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Robert Hughes
President