1. WHO AM I SELLING MY STOCK TO IN AN ESOP TRANSACTION AND WHAT ARE THEY THINKING? THE LEGAL, VALUATION AND FIDUCIARY CONSIDERATIONS OF A TRUSTEE TEAM Michael R. Holzman, Esq. Dickinson Wright PLLC 1875 Eye Street, N.W., Ste. 1200 Washington, DC 20006 (202) 659-6931 mholzman@dickinsonwright.com Karen S. Bonn, Vice President Wilmington Trust Retirement & Institutional Services Co. 520 Madison Avenue, 33rd Floor New York, NY 10022 (212) 326-9662 (Direct) kbonn@wilmingtontrust.com Gregory J. Hogan, ASA Senior Vice President SC&H Capital, LLC 910 Ridgebrook Road Sparks, MD 21152 (410) 785-8023 ghogan@scandh.com

2.  T RUSTEE  F IDUCIARY FOR THE PLAN AND RESPONSIBLE FOR PURCHASE DECISION  L EGAL A DVISOR  L EGAL ADVISOR FOR THE T RUSTEE AND RESPONSIBLE FOR PREPARING LEGAL DUE DILIGENCE MEMO  F INANCIAL ADVISOR  F INANCIAL ADVISOR FOR THE T RUSTEE AND RESPONSIBLE FOR PREPARING VALUATION REPORT AND FAIRNESS OPINION Key Members of the Trustee Team

3. Key Steps in an ESOP Transaction Key Steps in an ESOP Transaction  A CCEPTANCE OF ENGAGEMENT  C OMMENCEMENT OF ENGAGEMENT  N EGOTIATIONS  CLOSING OF TRANSACTION  LIFE AFTER TRANSACTION

4. A CCEPTANCE OF E NGAGEMENT  T HE F IDUCIARY P ERSPECTIVE :  Wilmington Process  Procedural prudence and importance of documentation  T HE L EGAL P ERSPECTIVE :  Successor Trustee Liability  Engagement Letters  Service Provider Independence  T HE V ALUATION P ERSPECTIVE :  Quality of Financial Documentation  Analysis of Proposed Transaction Structure  Prior Valuation Analysis

5. C OMMENCEMENT OF E NGAGEMENT D UE D ILIGENCE  T HE F IDUCIARY P ERSPECTIVE :  On site due diligence meeting to discuss Trustee’s role and importance of having an Independent Trustee  T HE L EGAL P ERSPECTIVE :  On site diligence to understand the Company’s profile and perform and background investigation into the Company’s practices  Off-site diligence via a data room of contracts, leases, litigation issues  T HE V ALUATION P ERSPECTIVE :  On site diligence to meet management, discuss financial statements and projections, key customer relationships and see the Company’s facilities  Off site diligence to dig into the numbers, perform additional financial diligence on key issues

6. N EGOTIATIONS  T HE F IDUCIARY P ERSPECTIVE :  Trust Committee process with the valuation and legal advisors  T HE L EGAL P ERSPECTIVE :  Legal due diligence analysis and initial LOI review  T HE V ALUATION P ERSPECTIVE :  Valuation analysis and fairness analysis around key transaction terms

7. CLOSING  T HE F IDUCIARY P ERSPECTIVE :  Final presentation of the negotiated transaction to the Trust Committee for final approval  T HE L EGAL P ERSPECTIVE :  Transaction documentation preparation and review (Stock Purchase Agreement, Contribution Agreement, Plan Document, Employment Agreements, etc.)  T HE V ALUATION P ERSPECTIVE :  Prepare final valuation report and fairness opinion in connection with review of all transaction documents  Review and discussion with Management on financial condition of the Company up to date of close  Representation Letter

8. L IFE A FTER THE T RANSACTION  T HE F IDUCIARY P ERSPECTIVE :  Ongoing trustee relationship?  Assist with Plan Administration  Adherence to terms of Stock Purchase Agreement  T HE L EGAL P ERSPECTIVE :  ESOP maintenance and compliance issues as required by Trustee  T HE V ALUATION P ERSPECTIVE :  Annual valuation updates at the end of each plan year  Other valuation and/or financial analysis as requested by the Trustee

9. Q UESTIONS ?