exv10w8






Exhibit 10.8




Stevens & Lee

Lawyers & Consultants

620 Freedom Business Center

Suite 200

King of Prussia, PA 19406

(610) 205-6000 Fax (610) 337-4374

www.stevenslee.com




Direct Dial: (610) 205-6028          

Email: jpw@stevenslee.com         

Direct Fax: (610) 371-7974          




November 28, 2007




Rollin P. Rissinger

P. O. Box 2005

Cleona, Pennsylvania 17042-1322



Dear Rollin:




Introduction




     This letter sets forth the terms and conditions upon which Stevens & Lee will perform legal
services for Lebanon Mutual Insurance Company (“Lebanon” or “you”) in connection with the matters
discussed below. You have informed us that you personally are authorized to accept and to agree to
the matters set forth in this letter on behalf of Lebanon. We are pleased with your decision to
engage Stevens & Lee to represent you and we look forward to working with you.



     The Rules of Professional Conduct for our attorneys require that we enter into a written
agreement describing the basis upon which you will be charged for professional services performed
by our firm.



Scope of Engagement




     Our understanding as to the existing facts is that you expect the board of directors of
Lebanon to approve a transaction with Griffin MTS Partners pursuant to which Lebanon will adopt a
plan of mutual to stock conversion and simultaneously enter into an agreement with Griffin MTS.
This agreement will provide for Griffin MTS to initially absorb the costs of the proposed
transaction (except for the retainer provided herein), make a substantial investment in Lebanon and
provide for certain other material transactions between the parties. In connection with the
proposed transaction, Stevens & Lee will perform all legal work reasonably necessary to accomplish
the mutual to stock conversion of Lebanon and the transactions contemplated by the agreement
between Lebanon and Griffin MTS Partners, including without limitation:




	 	•	 	preparing the plan of conversion and all related documents;
	 
	 	•	 	preparing the agreement between Lebanon and Griffin MTS Partners;





Philadelphia      •      Reading      •      Valley Forge      •      Lehigh Valley            Harrisburg      •    
  Lancaster
     •      Scranton
Williamsport      •      Wilkes-Barre      •      Princeton      •      Cherry Hill      •      New York      •      Wilmington




A PROFESSIONAL CORPORATION




 









 





Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 2





	 	•	 	preparing and filing the application for conversion to be filed with the
Pennsylvania Insurance Department;
	 
	 	•	 	Preparing and filing a registration statement on Form S-1 with the Securities
and Exchange Commission and all ancillary stock offering documents;
	 
	 	•	 	Preparing and filing any necessary filings with state securities commissions
under applicable state blue sky laws;
	 
	 	•	 	Preparing a proxy statement for use by Lebanon in connection with the
solicitation of policyholder approval of the plan of conversion;
	 
	 	•	 	Preparing and delivering to Lebanon a tax opinion with respect to the tax
consequences of the conversion;
	 
	 	•	 	Preparing all stock based compensation plans, including an employee stock
ownership plan for the benefit of all employees of Lebanon and a stock compensation
plan for directors and officers of Lebanon; and
	 
	 	•	 	taking all such other actions as are reasonably necessary to complete the
transactions contemplated by the plan of conversion and the agreement between
Lebanon and Griffin MTS Partners.





     You hereby acknowledge Lebanon’s knowledge and understanding that Griffin MTS Partners is
affiliated with Stevens & Lee, Griffin Holdings, LLC and Griffin Financial Group, LLC, which are in
turn affiliated with each other. You further acknowledge Lebanon’s knowledge and understanding
that Stevens & Lee, Griffin Holdings, LLC, Griffin Financial Group and their shareholders and
employees expect to be a significant investor in Griffin MTS Partners. Lebanon knows and
understands that Stevens & Lee not only will provide Lebanon with the legal services described
above but also will represent Griffin MTS Partners in connection with the transactions contemplated
by the plan of conversion and the agreement between Lebanon and Griffin MTS Partners.


We have advised you that because we not only will be providing legal representation to Griffin MTS
Partners but also that we and our affiliates will be a significant investor in Griffin MTS
Partners, Lebanon should have independent counsel to advise it with respect to (a) the negotiation
of this engagement letter, (b) the agreement between Lebanon and Griffin MTS Partners, and, (c)
generally with respect to any matter in which the interests of Lebanon and Griffin MTS Partners may
be different. You have advised us that Lebanon has retained the law firm of Bugzon and Davis for
these purposes and you understand that, subject to the provisions




 









 








Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 3



of the agreement between Lebanon and Griffin MTS Partners, Griffin MTS Partners will reimburse
Lebanon for the fees and reasonable expenses of Bugzon and Davis.



     With the advice of Buzgon and Davis, Lebanon hereby consents to our joint representation of
Lebanon and Griffin MTS Partners with respect to the matters and transactions described in this
letter and waives any conflict of interest arising from that joint representation. Other than the
negotiation of the investment agreement between Griffin MTS Partners and Lebanon and matters
reasonably related thereto, which clearly present the conflict of interest
referred to in the preceding sentence, we agree to use our reasonable, good faith efforts to
inform you in writing of any other conflicts of interest that may hereafter come to our attention.



      We agree that we will provide Buzgon and Davis, as Lebanon’s independent counsel, a written
description of the contemplated transaction and, when available, the terms of the investment of
Stevens & Lee and its affiliates in Griffin MTS Partners. and that you will deliver, through Buzgon
and Davis, as an addendum to this letter, Lebanon’s duly authorized written consent to the
essential terms of the transaction and to the investment of Stevens & Lee and its affiliates in
Griffin MTS Partners.



     If the scope of our services is enlarged beyond that described above and if we determine that
a fee arrangement different from that described in this letter would be appropriate, we will reach
agreement with you on a separate fee arrangement for the additional work.



     While this letter is intended to deal with the specific legal services described above, these
terms and conditions will also apply to any additional legal services that we may agree to provide
that are outside the initial scope of our representation.



Fees, Disbursements and Other Expenses — Staffing




     Legal work varies greatly. Although we are often engaged by our clients to perform specific
and limited tasks, our primary role as legal advisors is to offer our knowledge, experience and
independent judgment. Recognizing this, our focus in charging for services is to arrive at a fee
that is fair and appropriate considering all of the circumstances.



     Among the factors that we consider in establishing a fee are the following: the time
(measured in tenths of an hour) devoted to a particular matter and the lawyers and paralegals who
worked on that matter; the nature and complexity of the work performed; the expertise required to
perform that work; the novelty and difficulty of the issues presented; the extent to which the
urgency of the matter preempted other work; the extent to which the matter required special
allocation of firm resources and staff overtime; the result obtained; and the amount typically
charged by comparable firms for the same or similar work.



 









 





Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 4




     Hourly rates are used as a general guideline — but only as general guideline — with the
final fee, which may be significantly above or below the guideline, based upon a judgment as to the
proper application of all of the factors listed above.



     Our rates for attorney time presently vary from $210 to $550 (or, including NYC, $225 to $675)
per hour on the basis of the skill and seniority of each attorney. Our current rates for
paralegals are $150 to $200 per hour. These hourly rates are reviewed and adjusted periodically to
reflect increased experience and special expertise of the professionals and the inflationary cost
increases affecting our profession. Generally, such adjustments shall occur no more frequently
than annually[at the beginning of each calendar year.



     Although the beginning of any engagement generally requires a more concentrated investment of
senior lawyers’ time in analysis and planning, we attempt to use the least expensive professional
time competent to perform the required task. Junior staff, of course, work under the supervision
of senior attorneys. I have enclosed in this connection a list of the lawyers and other
professionals most likely to be involved in this assignment, showing for each person his or her
particular area of practice and current hourly rate.



     You should also understand that Stevens & Lee operates as a firm — a client who retains a
particular lawyer in fact retains the entire firm and has at his disposal all of the expertise and
resources that the firm can bring to bear upon his legal problem. Therefore, the lawyer who serves
as your principal contact at the firm may seek assistance from or assign primary responsibility for
a project to another lawyer who has experience in the particular area involved and who is for that
reason in a position to do the work as efficiently as possible. In assigning
work within the firm, we strive to achieve the most efficient mix of seniority and expertise,
with the goal of providing effective representation to our clients on an economical and cost
efficient basis.



     Upon execution of this engagement letter, Lebanon will owe Stevens & Lee a non-refundable
retainer of $75,000, of which $50,000 will be due and payable upon execution of this letter and
$25,000 will be due only upon execution of the agreement between Lebanon and Griffin MTS Partners.
Except for the payment of this retainer, Lebanon will be responsible for the fees and expenses of
Stevens & Lee if, but only if, it fails to adopt the plan of conversion and enter into the
agreement with Griffin MTS Partners or, after adoption of the plan of conversion and execution of
the agreement, Lebanon terminates such plan or agreement, abandons the plan or agreement, or
otherwise engages in a course of conduct from which it can be reasonably inferred that Lebanon has
abandoned the plan or the agreement. In the event that Lebanon becomes responsible for the fees
and expenses of Stevens & Lee by reason of the preceding sentence, the fees to be charged to you
will not exceed the amount calculated by the hourly rates without your prior written consent.
Except as described in this paragraph, Stevens & Lee



 









 





Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 5



acknowledges that it will look solely to Griffin MTS Partners for the payment of its fees and
expenses. Notwithstanding the fact that the circumstances in which Lebanon will be responsible for
the fees and expenses of Stevens & Lee are limited as provided herein, Stevens & Lee will provide
Lebanon with monthly invoices for informational purposes.




     If you have any questions or comments about our services, staffing, billing, or any other
aspect of our representation, please contact me at my direct telephone number, which is (610)
205-6028; my cell phone number is (610) 223-8675; my e-mail address is jpw@stevenslee.com; and my
home telephone number is (610) 225-7265. My administrative assistant’s name is Elaine
Fowler and she can be reached at her direct dial number which is (610) 205-6026. She will be
glad to help you in my absence.



Duties and Responsibilities




     Effective legal representation requires a high level of cooperation between attorney and
client. By signing this letter, you therefore agree to cooperate with us, to keep us fully
informed of all developments, and to perform your obligations under this letter. We, in turn, will
rely on the information that you provide to us. We agree to provide the legal services reasonably
required to represent you with respect to the matters described above and to take reasonable steps
to keep you informed of our progress and to respond to your inquiries.



     In addition, you will be responsible for advising us whether any document we have prepared or
received and sent to you for your approval or review reflects the principal terms of your proposed
agreement, goal, or other expectations.



General Provisions




     Enclosed with this letter is a statement entitled General Provisions, which sets forth
additional terms and conditions, all of which are incorporated into this letter and apply to our
representation to the extent not expressly inconsistent with this letter.



     We encourage you to participate actively in the matters we are handling for you, because you
are much closer to the details than we are and we want to be certain that our efforts are
consistent with your goals. If at any time you have a question, comment or concern, or if we may
be of service in another substantive area, I ask that you raise it with us at once so that we can
address the matter without delay.



     If the foregoing is in accordance with your understanding of the terms and conditions upon
which you will engage us and the nature of our engagement, please confirm your acceptance and sign
the enclosed duplicate copy of this letter in the space provided for this



 









 





Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 6



purpose below and return it to me together with the advance retainer check for $50,000, at
your earliest convenience. Upon your acceptance, these terms and conditions shall apply
retroactively to the date we first performed services on your behalf. For purposes of the
preceding sentence services will be deemed to have commenced on November 1, 2007.




     We are pleased to have this opportunity to be of service and to work with you. Thank-you.



	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	STEVENS & LEE	 	 
	 
	 	 	 	 
	 

	 	 

Jeffrey P. Waldron
	 	 






     I have read and understand the terms and conditions set forth in this letter (including the
attached General Provisions) and agree to them on behalf of Lebanon Mutual Insurance Company.



     Accepted and agreed to this                      day of November, 2007:



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Rollin P. Rissinger
	 	 






 









 






Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 7




STEVENS & LEE ATTORNEYS LIKELY TO BE INVOLVED

IN ASSIGNMENT FOR                          




	 	 	 	 	 
	Attorney	 	Area of Practice	 	Hourly Rate
	Jeffrey P. Waldron
	 	Corporate	 	$520
	Wesley R. Kelso
	 	Corporate	 	$480
	Sunjeet S. Gill
	 	Corporate	 	$270
	Amy F. Coll
	 	Corporate	 	$360
	Dana M. Eddis
	 	Corporate	 	$215
	Joseph Potts
	 	Tax	 	$500
	Eric Marshall
	 	Tax	 	$235
	H. Richard Brooks
	 	Tax and Employee Benefits	 	$500
	Charles F. Harenza
	 	Employee Benefits	 	$500
	Robert Jensen
	 	Employee Benefits	 	$225






 









 






General Provisions




     Except as modified by the accompanying engagement letter, the following provisions will apply
to the relationship between Stevens & Lee and our clients:



     (1) The time for which a client will be charged will include, but will not be limited to,
telephone and office conferences with a client and counsel, consultants and others; conferences
among our personnel; factual investigation; legal research; responding to clients’ requests to
provide information to auditors in connection with reviews or audits of financial statements;
drafting of letters, agreements, and other documents and travel time..



     (2) From time to time, internal conferences on a client’s matter will take place among our
personnel, and two or more may attend such conferences. It is our experience that this practice
facilitates communication, improves the quality of the work, and ultimately is more efficient and
economical.



     (3) In addition to our fees, we will be entitled to payment or reimbursement for disbursements
and other expenses incurred on behalf of a client such as photocopying, messenger and delivery, air
freight, computerized research, videotape recording, travel (including mileage, parking, airfare,
lodging, meals, and ground transportation), long distance telephone, telecopying, postage, court
costs, transcripts, and filing fees. To the extent that we directly provide any of these services,
we reserve the right to adjust the amount we charge, at any time or from time to time, as we deem
appropriate, in light of our direct costs, our estimated overhead allocable to the services, and
outside competitive rates.



     (4) Although we may, for a client’s convenience, furnish estimates of fees or expenses that we
anticipate will be incurred on a client’s behalf, these estimates are subject to unforeseen
circumstances and are by their nature inexact. We are not bound by any estimates except as
otherwise expressly set forth in the engagement letter or otherwise agreed to by us in writing.



     (5) Either at the beginning or during the course of our representation, we may express our
opinions or beliefs concerning the matter or various courses of action and the results that might
be anticipated. Any such statement made by any attorney or other employee of our firm is intended
to be an expression of opinion only, based on information available to us at the time, and is not a
promise or guarantee of any particular result.



     (6) A client shall have the right at any time to terminate our services and representation
upon written notice to the firm. Such termination shall not, however, relieve the client of the
obligation to pay for all services rendered and disbursements and other expenses made or incurred
on behalf of the client prior to the date of termination and for services rendered and expenses
incurred after such date to the extent they are required to protect our client’s interests or as
may be required by appropriate authorities.



     (7) We reserve the right to withdraw from our representation with our client’s consent or
without consent for good cause. “Good cause” may include the client’s failure to honor the terms of
the engagement letter, the client’s failure to pay amounts billed in a timely manner, the client’s
failure to cooperate or follow our advice on a material matter, or any fact or circumstance that
would, in our view, impair an effective attorney-client relationship or would render our continuing
representation inappropriate, unlawful, or unethical. If we elect to do so, the client will take
all steps necessary to free us of any obligation to perform further, including the



 









 





Stevens & Lee

Lawyers & Consultants




Lebanon Mutual Insurance Company

November 28, 2007

Page 9



execution of any documents (including forms for substitution of counsel) necessary to complete our
withdrawal, and we will be entitled to be paid for all services rendered and disbursements and
other expenses made or incurred on behalf of the client prior to the date of withdrawal and for
services rendered and expenses incurred after such date to the extent they are required to protect
our client’s interests or as may be required by appropriate authorities.




     (8) We have found that our clients have become increasingly reliant upon various forms of
electronic communication, such as e-mail, cellular telephones, other Internet communications, and
electronic telefax (collectively, “Electronic Communications”), for purposes of day-to-day business
communications. We note, however, that Electronic Communications may be inherently less secure
than some traditional methods of communication (hard wired telephones and telefax, U.S. mail and
commercial couriers, for example) and involve a risk of interception by unauthorized third parties.
We understand that, because of the convenience and efficiency of Electronic Communications, you
are willing to accept the risk of unauthorized interception and authorize us to communicate with
you (and with others with whom we have dealings in connection with the matters we are handling for
you) by means of Electronic Communications, unless you advise us in writing to the contrary.



     (10) Following the completion of this matter, the firm will not be precluded from accepting
any other engagement on behalf of a client that may be adverse to you if such engagement is
unrelated to the scope of our representation in this matter as described above and provided, of
course, that any and all information that may be disclosed to the firm in the course of this matter
shall not be disclosed to any former, current or future client of the firm.