Rooney Capital Management Inc

Fees and Compensation

    A. Fees are negotiable and reviewed as need be and are paid in the month, they are due. Contract
       termination is immediate upon phone call or letter. Refunds are not applicable because I do not
       require prepayment for services rendered. My sole source of revenue is from the fees I charge. I
       do not share in any commissions the dealer generates, nor do I have any soft dollar
       arrangements with any dealer.

Types of Clients

    A. My primary clients are community banks and I have no requirements for opening or closing an
       account based on the size of the managed assets.

    B. Since my customers will be relatively small financial intermediaries, the security portfolios will
       be managed as a residual asset. Within this framework, securities will be bought and sold in
       accordance with the following priorities: 1) liquidity adequacy, 2) overall assessed quality, 3)
       after tax income maximization. Assets will be almost solely composed of fixed income securities
       chosen to reflect the above prioritized goals. Maturity lengths will normally be short to
       intermediate (i.e. 15 years or less). Security types will be primarily U.S. Treasuries, Balances held
       at the Federal Reserve Bank, Government Agency, General Obligations and Revenue Obligations
       of Municipalities, and money market instruments. Securities will be sold before maturity as
       opportunities in the market arise, to maximize the clients after tax income within liquidity and
       quality parameters set forth by the client.

    C. Implicit in recommended strategies will be the notion that investment strategy must be
       integrated to a very high degree into the strategy and constraints of the client’s institution.
       As with all investments, fixed income investments can decline in value with a rise in interest
       rates before their maturity date, and there are no guarantees the investments will not suffer a
       principal loss due to default.

    D. The client’s safekeeping agent will provide the financial institutions/thrift clients monthly
       portfolio reports. The safe keeping agents will also provide accounting reports for those
       institutions requesting it.