1. Filling Business Owner Financial Gaps in a Challenging Economy NAME TITLE Principal Financial Group Date, 2009

2. While this communication may be used to promote or market a transaction or an idea that is discussed in the publication, it is intended to provide general information about the subject matter covered and is provided with the understanding that The Principal is not rendering legal, accounting, or tax advice. It is not a marketed opinion and may not be used to avoid penalties under the Internal Revenue Code. You should consult with appropriate counsel or other advisors on all matters pertaining to legal, tax, or accounting obligations and requirements. Insurance products from the Principal Financial Group ® are issued by Principal National Life Insurance Company (except in New York) and Principal Life Insurance Company, Des Moines, IA 50392. #2398032011

3. Agenda Financial Gaps in a Challenging Economy Retirement and Market Considerations Exit Planning Considerations Estate Planning Considerations

4. Family Business: Competing Values

5. Conflicting Values

6. Financial Gaps for the Business Owner Retirement Gap Market Gap Business Value Gap Estate Gap Government Gap

7. The Retirement Gap filling the gap that Social Security and your qualified plan doesn’t cover

8. The Market Gap filling the investment gap that the recent market downturn has created

9. The Business Value Gap Helping to secure the gap between your business’s fair market value and your book value

10. The Estate Value Gap filling the gap in your estate plan caused by the recent market downturn

11. The Government Gap filling the gap in your plan caused by reduced government benefits

12. Filling the Gaps Retirement Gap Market Gap Business Value Gap Estate Gap Government Gap Financial Review Bus. Valuation Buy-sell Review Estate Review

13. Retirement and Market Gap Planning Determining the gaps Filling the gaps Funding the gaps

14. Determining the Gaps Financial Review Business Review Estate Review Coordinating the planning team

15. Determining the Gaps: Key Considerations Your risk profile Your continued involvement Government programs Business programs Business as retirement source

16. Filling the Market and Retirement Gaps New capital Return on capital Filling with Tax Advantages Insuring the gaps

17. Insuring the Gaps This information is from the Principal Financial Group Replacement Ratio Calculator with source information from the Annual Statistical Supplements to the Social Security Bulletin (www.ssa.gov/SSA_Home.html). It is intended to demonstrate the potential impact of Social Security and 401(k) plan benefits at various income levels. For more information on your individual circumstances, please speak with your financial professional. © 2009 Principal Financial Services, Inc.www.ssa.gov/SSA_Home.html

18. Your $2MM is now worth $1MM How long will it take to recover? Return 0% Tax Rate 5% 2024 6% 2021 7% 2019 8% 2018 9% 2017 10% 2016 30% Tax Rate 2030 2026 2024 2022 2021 2019 Recovery Year

19. Filling the Gaps EXAMPLE: Permanent Life Insurance Insuring the gap: Death Benefit Tax Considerations –During Life –At Death Cash Flow: policy review Return: –Life insurance IRR –As an asset class

20. Filling the Gaps EXAMPLE: Permanent Life Insurance Funding - Business Dollar versus Personal Dollar Ownership – Business versus Personal A possible solution: Bonus Plan –Principal S Owner Plus SM –Principal LLC Bonus SM

21. 1.Owner selects an amount to contribute on an after-tax basis 2.Contributions are premiums for an individually owned, tax advantaged life insurance policy. Contributions can be treated as a bonus (W-2) or as dividend (K-1). 3.At retirement, the owner may access the values in the policy to supplement retirement income. 4.At death, the beneficiaries receive a tax free death benefit Principal S Owner Plus SM

22. Business and Estate Gaps: Owner Transition Planning Determining the gaps Business continuation and owner exit planning Funding the gaps

23. Exiting Your Business Three Key Steps Assure the Financial Survival of your Business … and your Family Establish an Exit Plan, including –Valuation –Buy-Sell Review Fund your Plan

24. Sale Too Little: Opportunities Cash Flow Increase Value Increase Return More Than Enough: Taxes Wealth Preservation Charitable Giving The Sale to Income Challenge Sale Price Issues/ Issues/Opportunities Sale price needed to support income goal $4MM$6MM$8MM Sale Price $2MM

25. Business Valuation

26. How Exit? Common Techniques Buy Sell –Stock or Assets –Cross Purchase or Redemption Capital Transfers –Compensation and Benefits –ESOP –Recapitalization Gift –Charitable –Family

27. Buy - Sell Techniques Stock or Assets? Cross Purchase Redemption ADVANCED: Wait-and-See, Partnership A B Bus A

28. Non Buy-Sell Example: Stay Bonus Problem – –Family business with non-family key employees –How keep them in the business? Solution –Stay Bonus for non-family employees –Life Insurance funds the bonus

29. Funding the Exit Plan Family Owned Businesses: Less than 1/3 survive into the second generation 12% to the third 3% to the fourth generation Source: Raymond Institute/MassMutual, American Family Business Survey, 2003

30. Sources of Funding for the Exit Plan Business Equity Financing Tax Benefits Insurance

31. EXAMPLE: Funding the Stay Bonus

32. Estate Gap Planning Determining the gaps Filling the gaps Funding the gaps

33. Estate Planning: Taxes Can be the Culprit Capital Gains Tax – 15% Alternative Minimum Tax Rate – 20% Ordinary Income Top Tax Rate – 35% Federal Estate Tax Rate – 45% !!

34. Tax Sources Income Asset Capital Asset Estate = Subject to taxation

35. Estate of Blount v. Commissioner, C.A. 11- 2205-2, 2005 Buy sell agreement to redeem shares at pegged value at death IRS ignores estate’s business valuation Tax Court affirms IRS Circuit Court affirms on issue of valuation Estate value is $6.50 MM Must redeem at $4.00MM

36. Ten Estate Planning Mistakes Too much jointly held property Leaving everything to your surviving spouse Your will is not your will Improperly owned life insurance Success in wealth accumulation ≠success wealth transfer Leaving retirement plans to your children Lack of liquidity Equally inequitable Everyone must pay estate taxes No integrated estate plan

37. Example 1: Estate Equalization Challenge Some children are in the business; some are not Want to treat all the children equally Want to pass on majority of the wealth after the second of the two parents die Solution Treat the children equitably Set up irrevocable trust with 2 nd to Die Life Insurance policy Use proceeds to provide wealth to children not involved in the family business

38. Estate Equalization-Solution

39. Example 2: Interest Only Note Challenge Parents want business to pass to children (or key employees) Business value is appreciating Cost of a direct buyout is prohibitive Solution Sell interest in business to children for interest only note Buyer buys life insurance on seller. At death, proceeds pay off principal on note Only principal (not appreciation) is taxed in estate

40. Interest Only Note – How It Works

41. Bottom Line …for the Bottom Line Business Owner

42. Aging of population Life expectancies increasing Social Security/Medicare/Medicaid funding concerns Continued inflation in healthcare costs REALIZATION: Government cannot afford to provide all Core Government Benefit Programs Under Pressure

43. The Marketplace Market Challenges Credit Markets Capital Markets Globalization – the dark side Market Opportunities Technology potential Post-recession growth Globalization – the Force

44. “Do it for me” “Do it yourself”

45. Help…I need somebody! Let us Help

46. Q & A ? No part of this presentation may be reproduced or used in any form or by any means, electronic or mechanical, including photocopying or recording, or by any information storage and retrieval system, without prior written permission from the Principal Financial Group®. Copyright ©2009 Principal Financial Services, Inc.