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Exhibit 1.1(a)

LOGO

June 12, 2009

Versailles Savings and Loan Company

27 East Main Street

Versailles, Ohio 45380

Attention: Douglas P. Ahlers

                  President & CEO

Ladies and Gentlemen:

This letter confirms the engagement of Keefe, Bruyette and Woods, Inc. (“KBW”) to act as the Conversion Agent to Versailles Savings and Loan Company (the “Company”) in connection with the Company’s proposed conversion from mutual to stock form of ownership, including the offer and sale of common stock of a newly organized holding company of the Company (the “Offering”).

Conversion Agent Services : As Conversion Agent, and as the Company may reasonably request, KBW will provide the following services:

 

 

1.

Consolidation of Accounts and Development of a Central File, including, but not limited to the following:

 

 

 

Consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements;

 

 

 

Create the master file of account holders as of key record dates; and

 

 

 

Provide software for the operation of the Company’s Stock Information Center, including subscription management and proxy solicitation efforts.

 

 

2.

Preparation of Proxy Forms; Proxy Solicitation and Special Meeting Services, including, but not limited to the following:

 

 

 

Assist the Company’s financial printer with labeling of proxy materials for voting and subscribing for stock;

 

 

 

Provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials;

 

 

 

Proxy and ballot tabulation; and

 

 

 

Act as Inspector of Election for the Company’s special meeting of members, if requested, and the election is not contested.

Keefe, Bruyette & Woods * 211 Bradenton Ave. * Dublin, OH 43017

614.766.8400 * Fax 614.766.8406


Versailles Savings and Loan Company

June 12, 2009

Page 2 of 4

 

 

3.

Subscription Services, including, but not limited to the following:

 

 

 

Assist the Company’s financial printer with labeling of stock offering materials for subscribing for stock;

 

 

 

Provide support for any follow-up mailings to members, as needed, including additional solicitation materials;

 

 

 

Stock order form processing and production of daily reports and analysis;

 

 

 

Provide supporting account information to the Company’s legal counsel for ‘blue sky’ research and applicable registration;

 

 

 

Assist the Company’s transfer agent with the generation and mailing of stock certificates;

 

 

 

Perform interest and refund calculations and provide a file to enable the Company to generate interest and refund checks; and

 

 

 

Create 1099-INT forms for interest reporting, as well as magnetic media reporting to the IRS, for subscribers paid $10 or more in interest for subscriptions paid by check.

Fees : For the Conversion Agent services outlined above, the Company agrees to pay KBW a fee of $15,000 . This fee is based upon the requirements of current banking regulations, the Company’s Plan of Conversion as currently contemplated, and the expectation that m


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