1. April 20 th, 2011 FIRMA Annual Conference Atlanta, GA W. A. (Trey) Ruch, III Executive Managing Director Sterne Agee Group truch@sterneagee.com Derivatives:

4. “Derivatives are something like electricity, dangerous if mishandled, but bearing the potential to do good.” Arthur Leavitt-1995 Former Chairman-SEC

5.  De-riv-a-tive (n)- A right or obligation based upon an underlying asset whereby one party agrees to sell a good and one party agrees to buy it at a specific price on a specific date. The investor does not usually own the underlying asset but the terms for the price, risk, and structure are based on the asset. The investor in a derivative is usually making a bet on the direction of an underlying asset ‘s price movement via an agreement w/ another party. The perceived risk of the underlying asset usually influences the risk perception of the derivative.

6.  Hedging-Insuring the Value of an Asset Against a Downturn  Speculating-Betting on Price Movement

7.  Option (owner)- Right to Buy/Sell at a Specified Price.  Option (seller)- Obligation to Buy/Sell at Specified Price.  Futures Contract-Obligation to Buy/Sell an Underlying Asset at a Specified Price as of a Future Date.  Swap- Exchange of Asset Variables for Different Investments.

8.  Exchange Traded- Regulated Market Transparent Liquid Such as “Listed” Options  Over-the-Counter (OTC)- Unregulated Counterparty Risk Illiquid The “Swap” Market

9.  Benefits Complete Protection Below Put Strike Price Unlimited Price Appreciation Retain Voting Rights, Dividends, & “Indicias”  Considerations Cost of up-front premium Tax Straddle Rules Impact Holding Period

11.  Benefits Complete Price Protection Below Put Strike Price Appreciation up to Call Strike “Cashless”- Sale of Call Finances the Put Retains Voting Rights, Dividends, and “Indicias”  Considerations Investor Forgoes price appreciation above call strike Tax Straddle Rules Impact Holding Period

13. Healthy Hens Farm Gail, the owner of Healthy Hen Farms, is worried about the volatility of the chicken market with all the sporadic reports of bird flu coming out of the east. Gail wants a way to protect her business against another spell of bad news. Gail meets with an investor who enters into a futures contract with her. The investor agrees to pay $30 per bird when the birds are ready for slaughter, say, in six months time, regardless of the market price. If, at that time, the price is above $30, the investor will get the benefit as he or she will be able to buy the birds for less than market cost and sell them onto the market at a higher price for a gain. If the price goes below $30, then Gail will be receiving the benefit because she will be able to sell her birds for more than the current market price, or what she would have gotten for the birds in the open market.

14.  Interest Rate Swaps  Currency Swaps  Asset Swaps  Total Return Swaps  Credit Default Swaps

15.  Interest Rate Swap Acme agrees to pay Zenith a fixed rate of interest, on a notional amount, on specific dates, for a specific period of time Zenith agrees to Pay Acme a floating rate on the same amount subject to the same terms Zenith Acme, Inc. Thinks Rates are going up Zenith, Inc. Thinks Rates are going down LIBOR + 1% Fixed Rate-6%

16.  OTC  Customized Terms  Counterparty Risks  Motivations Meet Commercial Needs Comparative Advantage  Exiting a Swap Buyout Offsetting Transaction Selling the Swap Swaption

17.  Private Bond Insurance for Credit Risk  Buyer Wants Default Protection on Issue Short Bond Exposure Long Cash Exposure  Seller Wants Premium Income Long Bond Exposure Short Cash Exposure  OTC Trade  Limited After Market Liquidity

18. Reference Entity Protection BuyerProtection Seller Credit Risk Transfer CDS Premium Premium: X bp per year  Between trade initiation and default or maturity, protection buyer makes regular payments to protection seller  The spread is calculated on the notional amount of protection  Typically paid quarterly  Payments terminate at maturity or following credit event

19. Protection BuyerProtection Seller Protection BuyerProtection Seller Bond or Loan 100 $ 100 – Recovery Rate Cash settlement with an option for physical delivery has become the market standard

20. Did Derivatives Cause the 2008 Recession?