McAuliffe Financial, LLC

Exhibit 99.6

▇▇▇▇▇▇▇▇▇ Financial, LLC

April 29, 2009

▇▇. ▇▇▇▇ ▇▇▇▇▇▇

President and Chief Executive Officer

Versailles Savings and Loan Company

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Dear ▇▇▇▇:

This letter sets forth the agreement between Versailles Savings and Loan Company (“Versailles Savings” or the “Company”) and ▇▇▇▇▇▇▇▇▇ Financial, LLC (“▇▇▇▇▇▇▇▇▇ Financial”), whereby Versailles Savings has engaged ▇▇▇▇▇▇▇▇▇ Financial to assist in the preparation of a business plan for both the Bank and the Holding Company of Versailles Savings. The focus of the plan will be the preparation of a regulatory business plan designed to address regulatory issues relating to the Company pursuing a mutual to stock conversion. We envision our services will provide the following:

 

1.

An Executive Summary prepared in a format that summarizes the content of the plan. This summary will initially be utilized as a draft submission to the regulatory agency in seeking regulatory approval to move forward with the plan of conversion.

 

2.

A Description of the Company’s Business including market niche, corporate structure, a financial analysis of the Company’s current condition, a review of strengths and weaknesses and an overview of the Company’s expansion plans.

 

3.

A Marketing Plan that will include a description of product strategy, a market area analysis, a review of the economic forecast and an examination of the competitive environment.

 

4.

A Management Plan that provides an organizational structure, list of committees and addresses management succession.

 

5.

A Description of Records, Systems and Controls.

 

6.

A Financial Management Plan that will address capital needs, earnings, use of conversion proceeds, growth, liquidity needs, interest rate risk, credit risk and a dividend policy.

 

7.

A description of the Company’s plan to Monitor and Revise the Plan as necessary.

 

8.

Extensive Financial Projections that will include Bank only projections, Holding Company only projections, consolidated projections and projections consistent with the Bank’s quarterly Thrift Financial Report (“TFR”) format.

Versailles Savings agrees to pay ▇▇▇▇▇▇▇▇▇ Financial for its services to prepare the business plan and to reimburse ▇▇▇▇▇▇▇▇▇ Financial for certain expenses necessary and incident to the completion of the plan including travel, data, shipping, etc. Professional fees for our services are $15,000 for the business plan. Payment of the business plan fees shall be made according to the following schedule:

 

•

$5,000 upon execution of this letter of agreement; and

---

▇▇▇▇▇▇▇▇▇ Financial, LLC

 

•

$10,000 upon delivery of the business plan report.

In the event the Company shall, for any reason, discontinue its need for a business plan, the Company agrees to compensate ▇▇▇▇▇▇▇▇▇ Financial according to ▇▇▇▇▇▇▇▇▇ Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed $15,000.

If, during the course of the Company’s business planning process, unforeseen events occur so as to materially change the nature of the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and ▇▇▇▇▇▇▇▇▇ Financial. Such unforeseen events shall include, but not be limited to, major changes in OTS’ procedures as they relate to business plans, major changes in management, a merger with another financial institution, operating policies or financial condition.

The Company and ▇▇▇▇▇▇▇▇▇ Financial hereby agree to the following:

1. The Company agrees to supply to ▇▇▇▇▇▇▇▇▇ Financial such information with respect to its business and financial condition as ▇▇▇▇▇▇▇▇▇ Financial may reasonably request in order to provide the aforesaid business plan. Such information heretofore or hereafter supplied or made available to ▇▇▇▇▇▇▇▇▇ Financial shall include without limitation: annual financial statements, periodic regulatory filings and material agreements, debt instruments, commitments and contingencies, potential gains/losses, prior business plans and corporate books and records.

2. As a condition to us being furnished information, we agree to treat any Confidential Information (as defined herein) furnished by you or on behalf of the Company in accordance with the provisions of this Agreement.

“Confidential Information” means all customer information, other data, reports, interpretations, forecasts, agreements, files, computer tapes and records, written or oral, containing or reflecting information concerning the Company, its affiliates and subsidiaries that is not available to the general public and that the Company will provide us, including without limitation any and all information obtained by meeting with representatives or personnel of the Company or its subsidiaries, together with analyses, compilations, studies or other documents, whether prepared by you or others, that contain or otherwise reflect such information. “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (ii) was within our possession prior to its being furnished to us by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iii) becomes available to us on a non-confidential basis from a source other than the Company or our Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information, or (iv) was independently developed by us without reference to the Confidential Information, provided such independent development can reasonably be proven by us by written records.

 

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇				▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇				▇▇▇-▇▇▇-▇▇▇▇
		▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

---

▇▇▇▇▇▇▇▇▇ Financial, LLC

In consideration of the Company providing us with Confidential Information, we agree that: (i) the Confidential Information will be held and treated by us, our respective directors, our officers, employees, advisors, agents or representatives (collectively, our “Representatives”) in confidence and, except as hereinafter provided, will not be disclosed by us or our respective Representatives in any manner whatsoever and will not be used by us or our respective Representatives other than in connection with our consideration of a Transaction or in any way directly or indirectly detrimental to the Company or its subsidiaries; and (ii) except as required by law, our respective Representatives will not disclose to any person, unless in the opinion of counsel such disclosure is required, the fact that the Confidential Information has been made available, that this Agreement exists, that discussions or negotiations are taking place or have taken place concerning a possible Transaction involving ourselves and the Company or any of the terms, conditions or other facts with respect to any such possible Transaction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to the principles of conflict of laws thereof.

No provision of this Agreement may be waived, amended or modified, in whole or in part, nor any consent given, except by way of a writing signed by a duly authorized representative of the Company, which specifically refers to this Agreement and the provision so amended or modified or for which such waiver or consent is given.

3. The Company hereby represents and warrants to ▇▇▇▇▇▇▇▇▇ Financial that any information provided to ▇▇▇▇▇▇▇▇▇ Financial does not and will not, to the best of the Company’s knowledge, at all relevant times, contain any untrue statement of a material fact or fail to state a material fact necessary to make the statements therein not false or misleading.

4.     (a) The Company agrees that it will indemnify and hold harmless ▇▇▇▇▇▇▇▇▇ Financial and any affiliates of ▇▇▇▇▇▇▇▇▇ Financial who act for or on behalf of ▇▇▇▇▇▇▇▇▇ Financial in connection with the services called for under this agreement, from and against any and all losses, claims, damages and liabilities (including, but not limited to, all losses and expenses in connection with claims under the federal securities laws) caused by or arising out of any untrue statement of a material fact contained in the information supplied by the Company to ▇▇▇▇▇▇▇▇▇ Financial or by an omission to state a material fact in the information so provided that is required to be stated therein or necessary to make the statements not misleading.

(b) The Company will not be responsible for any such losses, claims, damages and liabilities if ▇▇▇▇▇▇▇▇▇ Financial is determined to be negligent or otherwise at fault.

(c) ▇▇▇▇▇▇▇▇▇ Financial will not be responsible for any such losses, claims, damages and liabilities to the extent that it reasonably relied upon information furnished by the Company whether or not the Company is determined to be negligent or otherwise at fault.

(d) Should ▇▇▇▇▇▇▇▇▇ Financial incur legal expenses in defending any legal action challenging the business plan where ▇▇▇▇▇▇▇▇▇ Financial is not negligent or otherwise at fault or is found by a court of law to be not negligent or otherwise at fault, the Company will indemnify ▇▇▇▇▇▇▇▇▇ Financial for all such expenses.

 

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇				▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇				▇▇▇-▇▇▇-▇▇▇▇
		▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

---

▇▇▇▇▇▇▇▇▇ Financial, LLC

The Company and ▇▇▇▇▇▇▇▇▇ Financial are not affiliated, and neither the Company nor ▇▇▇▇▇▇▇▇▇ Financial has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other.

Please acknowledge your agreement to the foregoing by signing as indicated below and returning to ▇▇▇▇▇▇▇▇▇ Financial a signed copy of this letter.

 

 

Agreed To and Accepted By:
Versailles Savings and Loan Company.
Signed		Date
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		5/8/09
▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer

 

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇				▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇				▇▇▇-▇▇▇-▇▇▇▇
		▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇