Exhibit 1.1(a)

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:
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1.
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Consolidation
of Accounts and Development of a Central File, including, but not
limited to the following:
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Consolidate accounts having the
same ownership and separate the consolidated file information into
necessary groupings to satisfy mailing requirements;
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Create the master file of account
holders as of key record dates; and
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Provide software for the
operation of the Company’s Stock Information Center,
including subscription management and proxy solicitation
efforts.
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2.
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Preparation of
Proxy Forms; Proxy Solicitation and Special Meeting Services,
including, but not limited to the following:
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Assist the Company’s
financial printer with labeling of proxy materials for voting and
subscribing for stock;
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Provide support for any follow-up
mailings to members, as needed, including proxy grams and
additional solicitation materials;
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Proxy and ballot tabulation;
and
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Act as Inspector of Election for
the Company’s special meeting of members, if requested, and
the election is not contested.
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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
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3.
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Subscription
Services, including, but not limited to the following:
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Assist the Company’s
financial printer with labeling of stock offering materials for
subscribing for stock;
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Provide support for any follow-up
mailings to members, as needed, including additional solicitation
materials;
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Stock order form processing and
production of daily reports and analysis;
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Provide supporting account
information to the Company’s legal counsel for ‘blue
sky’ research and applicable registration;
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Assist the Company’s
transfer agent with the generation and mailing of stock
certificates;
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Perform interest and refund
calculations and provide a file to enable the Company to generate
interest and refund checks; and
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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.
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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