Confirming Agreement Regarding Compensation for Distribution of Unsold Subscription Shares between Ryan, Beck and Mutual Savings Bank

Summary

This agreement between Ryan, Beck and Mutual Savings Bank clarifies how Ryan, Beck will be compensated if Mutual Savings Bank distributes unsold subscription shares to First Northern shareholders. Ryan, Beck will receive compensation as outlined in the original Engagement Letter, but total compensation for these shares will not exceed $100,000. No compensation is due for shares above 666,600 distributed to First Northern shareholders. The agreement ensures both parties understand the compensation terms related to the distribution of unsold shares.

EX-1.2(B) 3 ex1-2b.txt CONFIRMING AGREEMENT 1 EXHIBIT 1.2(b) [Ryan, Beck letterhead] June 14, 2000 Mr. Michael T. Crowley, Jr. President & Chief Executive Officer Mutual Savings Bank 4949 W. Brown Deer Road P.O. Box 23988 Milwaukee, WI ###-###-#### RE: Clarification of Engagement Letter dated January 28, 2000 Dear Mike: This is to follow up and confirm our conversation regarding the above referenced Engagement Letter. As we discussed, there is the potential in the proposed transaction for there to be unsold subscription shares while at the same time there may be unmet demand for Mutual shares among First Northern shareholders. In view of this, the proposed distribution arrangements contemplate the potential for Mutual to elect to distribute unsold subscription shares to those First Northern shareholders looking for more Mutual shares. The purpose of this letter is to clarify the compensation arrangements between Ryan, Beck and Mutual in the event Mutual elects to distribute such unsold shares to First Northern shareholders. Based on our discussions, this is to confirm, that to the extent unsold subscription shares of Mutual are distributed to First Northern shareholders that Ryan, Beck shall be entitled to compensation in connection with such shares pursuant to Section 4(2) of the above referenced Engagement Letter, provided, however, that in no event shall Ryan, Beck's compensation in connection with such shares exceed $100,000 in the aggregate. Also, no compensation is due with respect to the minimum number of shares issued to First Northern shareholders under the merger agreement. In order words, Ryan, Beck is not entitled to any compensation for shares in excess of 666,600 that are distributed to First Northern shareholders out of unsold subscription shares. I hope the foregoing clarifies our arrangements. If so, the Agency Agreement will be drafted to reflect this understanding. I would appreciate it if you would execute below if you concur with the foregoing and return a copy of the signed letter to me. Sincerely, /s/ Ben A. Plotkin President and Chief Executive Officer Agreed to and accepted: /s/ Date: ------------------------------------- ---------- Michael T. Crowley, Jr. President and Chief Executive Officer