Mcginnsmith Offer Letter(ga-01)

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IN VESTMENT BA NKERS

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BROKERS

ONE C API TAL CENTE 99 PINE STREET

ALB ANY. NEW YORK 12201 Ff. X 1518)

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December 17, 1992 Senator Joseph L. Bruno RD #3, Bulson Road Troy, New York 12180 Dear Joe: The following will describe the relationship between yourself and the firm, as is currently envisioned .

Title: Managing Director Job Descri ption: 1) Assist in all areas of Investment Banking

including new business development, transaction structuring, due diligence and marketing. 2) Develop corporate consulting practice and assist in execution of engagements. Areas of emphasis 10 include marketing, finance and corporate structure. 3) Assist in the development of money management relationships with labor unions. pension plans. corporate accounts.

and wealthy individuals. 4) Provide advise and counsel to senior

officers of the firm . Compensation: Monthly draw of $2000 vs fees generated.

Asset Management: 3/4 of I % of equity assets under management Banking Transactions:

Transaction Initiation 10% of Net Fee Earned

Marketing 35o/i of Net Fee Earned Corporate Consulting: Same as Banking Transactions GOVERNMENT EXHIBIT GA-l

O ~5 04

ANTICIPATED RAMP UP

12mos

18mos

Asset Management: Assets Under Management Annual Compensation Thereon

$5,000,000 $10,000,000 $20,000,000 $75,000 $150,000 $37,500

Investment Banking: Transaction Value Fees Generated

$5,000,000 $10,000.000 $20,000,000 $75,000 $150,000 $37,500

Corporate Consulting: Initiated & One-third Executed Compensation Thereon Total Potential Compensation (annualized)

$50,000 $10,803

$150,000 $32,410

$150,000 $32,410

$85,803

$182,410

$332,410

As we discussed, we would provide office space at McGinn, Smith offices to be furnished by us or with your furniture, your choice. Our intent would be to issue simultaneous press releases announcing the affiliation. Appropriate tombstone ads would be placed in publications jointly selected. Further, engraved announcements will be sent to a list jointly generated. Additionally, we would wish to host a dinner with our larger clients welcoming you to the finn. We look forward to the potential of OUT association and trust you share the same enthusiasm. Sincerely yours,

Timot . McGinn Chairman of the Board TIM/lljo

05!)05

MCGINN. 8!\II'T'H

& CO.. INC.

ONE CAPITAL. C E N TER 99 PIN E STR E ET

AI..8ANY. NEW Y ORK 12207

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Senator J oseph L. Bruno RD #3, Bul son Road Troy , t\1Y 12180

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