This presentation discusses the things that companies should be doing to address compensation issues resulting from the Dodd-Frank Wall Street Reforms and Consumer Protection Act.

1. Dodd-Frank Wall Street Reform and Consumer Protection Act Action Steps for Executive Compensation and Corporate Governance Provisions (sections 951-957 and 971-972) EXEQUITY Independent Board and Management Advisors August 25, 2010 High Performance Equity Compensation

2. The following presentation walks through the highlights of the executive compensation provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act. This presentation is based on the final version of the bill dated July 16, 2010 and posted on the Government Printing Office’s Web page: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h4173enr.txt.pdf (under Title IX—Investor Protections and Improvements to the Regulation of Securities Sections 951–957 and 971–972).President Obama signed the Dodd-Frank Act into law on July 21, 2010 To protect the confidential and proprietary information included in this material, it may not be disclosed or provided to any third parties without the prior consent of Exequity LLP and Performensation Consulting LLC. ©2010

3. Today’s Presenters EXEQUITY Independent Board and Management Advisors High Performance Equity Compensation Dan Walter President and CEO Performensation Email: dwalter@performensation.com Phone: (415) 625-3406 Web: www.performensation.com Ed Hauder Senior Adviser Exequity LLP Email: edward.hauder@exqty.com Phone: (847) 996-3990 Web: www.exqty.com

4. About the Speakers: Ed Hauder Senior Executive Compensation Advisor Senior advisor and practical thought leader: Ed is known industry-wide as a leading advisor on executive compensation matters. He maintains long-term relationships with numerous companies, serves on the CompensationStandards.com Executive Compensation Task Force, maintains his acclaimed Equity Compensation Blog, edwardhauder.com, and is a practical thought leader on compensation matters. Experience across a range of industries: Ed has consulted with hundreds of companies in multiple industries on all aspects of executive and director compensation. Ed focuses on helping companies design compensation programs that help them achieve their strategic goals and objectives, while at the same time keeping them out of the penalty box with shareholders and the media. Ed also helps companies understand and find practical solutions for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate governance issues. His expertise includes RiskMetrics Group (a.k.a. ISS) compensation modeling and policies, which enabled him to create the Flexible Share Authorization to maximize equity plan flexibility. Articles and quotes on compensation issues: Ed has recently written articles that have appeared in The Corporate Board, workspan Weekly, BNA’s Executive Compensation Library, and Tax Management Compensation Planning Journal. He has been quoted in such publications as BNA’s Pension & Benefits Daily, Business Finance,Forbes, HRMagazine, and The NASPP Advisor. Background and education: Before joining Exequity, Ed was employed as a Principal at Buck Consultants where he managed the Technical Solutions and Innovation Team. Prior to that, Ed was a member of Hewitt Associates’ Executive Compensation Center of Technical Excellence. Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law. Contact information:edward.hauder@exqty.com or (847) 996-3990Ed’s Equity Compensation Plan Blog: www.edwardhauder.comTwitter: www.twitter.com/ExeCompAdvisor

5. About the Speakers: Dan Walter President and CEO of Performensation Broad experience: Dan has more than 15 years of experience assisting companies with both executive and broad-based compensation programs. He provides end-to-end solutions for private and public companies in both the United States and abroad. His clients have ranged from entrepreneurial start-ups to established Fortune 100 companies providing him with a unique perspective on compensation issues. Incentive compensation futurist: Dan is frequently recognized for being an industry leader in compensation design, philosophy, and execution. He provides solutions that start with your corporate culture and end with your corporate success. Performensation’s solutions also include GEMS, the only tool designed to automate the tracking of complex goals against equity plans. Deep expertise: Dan’s expertise includes equity compensation, executive programs, performance-based pay, and talent management issues. His experience with these programs includes diagnosis, design, communication, administration, and reporting. Dan has experience with all forms of equity, including stock options, restricted shares and units, and stock purchase and performance-based programs. Dan’s past clients include: Yahoo, Google, IBM, Microsoft, JDSU, ION Geophysical, Redback Networks, BGI (now BlackRock), and others. Industry educator: Dan is currently writing a book on performance-based equity and contributing to another. He is a frequently requested speaker at compensation, stock administration, human resources, and accounting events, covering a wide range of topics. Dan is the founder of Equity Compensation Experts, the largest networking group for professionals who touch equity compensation, a regular contributor to the Compensation Café blog (rated one the top 10 talent management blogs on the web), and a co-producer of the ShareComp 2010 virtual conference Phone: ofc: +1-415-625-3406 | mobile: +1-917-734-4649 Twitter: @performensation | Skype: performensation | LinkedIn: www.linkedin.com/in/danwalter Performensation’s Website: www.performensation.com Equity Compensation Experts groupsite: www.equitycompensationexperts.groupsite.com Compensation Cafe Blog: www.compensationcafe.com

6. Create say on pay stakeholder team Determine your say on pay philosophy and approach: Aggressive: Actively move to more performance-based pay Move to annual shareholder votes Passive: Wait for others in your peer group to announce their position Push for vote triennially Understand what your shareholders want Action Item: Say on Pay ProvisionsWhat you need to do:

7. Evaluate content and presentation of executive compensation disclosures Review alignment of pay to performance Reach out to your shareholders to find out what they think and identify any “hot button” issues that could impact their vote on say on pay Review past recommendations from ISS, Glass Lewis, and others regarding companies in your peer group Review how your your compensation plan, design, and program compare to the policies of your institutional shareholders Action Item: Say on Pay ProvisionsHow an experienced compensation consultant can help:

8. Review change-in-control (CIC) provisions in all compensation programs and ensure that they represent your current philosophy Determine go-forward philosophy in regard to golden parachutes Action Item: Golden Parachute VotesWhat you need to do:

9. Determine current golden parachute liability assuming a CIC event in the next 12 months; use different deal price assumptions to get a feel for the sensitivity of your golden parachutes to the deal price Determine Top 5 NEO golden parachute liability as a percentage of deal price and premium over current and 200-day average stock price Perform same calculations for your peers Review compensation arrangements that may be subject to a separate shareholder vote if a transaction were to occur; ensure the terms are consistent with intent, and disclosure is covered by a management say on pay vote Action Item: Golden Parachute VotesHow an experienced compensation consultant can help:

10. Review independence standard for audit committee members Review how the audit committee independence standards might apply to your current compensation committee members Review independence of compensation committee members and adjust as needed Move to switch out non-independent directors before next applicable proxy period Committee charter may need to be updated, but wait for SEC to issue rules Action Item: Compensation Committee IndependenceWhat you need to do:

11. Action Item: Compensation Committee Independence(You’re on your own)

12. Determine what independence standard the compensation committee will apply to its advisers Create a list of qualified compensation consultants who do not provide any other services to the company Review current compensation consultants and other committee advisers for independence as related to the new rules Review with your compensation committee possible advisers that may suit their needs Determine whether the compensation committee wants to change any of its advisers as a result of reviewing their independence Review the independence factors to be issued by the SEC Action Item:Consultants and Advisers IndependenceWhat you need to do:

13. Exequity and Performensation are both completely independent consulting firms We can provide assistance with your compensation programs We can provide assistance in evaluating the independence of your current consultants and advisers Action Item:Consultants and Advisers IndependenceHow an experienced compensation consultant can help:

14. As part of say on pay review and philosophy, document relationship between pay and performance Determine the tools, time, and budget required to calculate employee annual compensation in the same manner as required for the Summary Compensation Table (SCT) Provide input to the SEC now [http://www.sec.gov/spotlight/regreformcomments.shtml] Contact your Congressman and Senators Action Item: Executive Compensation DisclosuresWhat you need to do:

15. Evaluate whether a historical look at pay versus performance of your company and its peers would assist the development of disclosure and/or message to shareholders Utilizing Exequity’s ROX methodology Determine current ratio of CEO pay to employee pay Determine if any other pay ratios should be considered for disclosure purposes, i.e., CEO to other NEOs, CEO as a % of total compensation expense, etc. Review peer group ratios, using compensation survey data as a guideline Evaluate if your ratio is “media worthy”—will news outlets report on your ratio as a positive or negative? Action Item: Executive Compensation DisclosuresHow an experienced compensation consultant can help:

16. Evaluate your current philosophy on clawback provisions Can your current position be communicated as supporting the new regulations? If not, what changes must be made to comply? Determine if those changes can be made (some may require significant legal work or plan redesign) Identify potential legal issues (wage laws, etc.) Action Item: Clawback Provision: Recovery of Erroneously Awarded Compensation PolicyWhat you need to do:

17. Review your clawbacks to determine any necessary changes Set out a plan to get necessary changes implemented so your clawbacks comply with the new requirements Create clawback “best practices” guidelines that can be applied to current and prospective programs Action Item: Clawback Provision: Recovery of Erroneously Awarded Compensation PolicyHow an experienced compensation consultant can help:

18. Review current hedging positions with all executives, directors, and employees Evaluate the disclosure requirements for each individual’s current transactions Determine the modifications, if any, that each individual must make Action Item: Disclosure Regarding Employee and Director HedgingWhat you need to do:

19. Define a clear anti-hedging policy as part of your insider trading policy Create a communication program explaining the variants of hedging and how your anti-hedging policy works Action Item: Disclosure Regarding Employee and Director HedgingHow an experienced compensation consultant can help:

20. If you are not a financial company, disregard for now, but keep an eye on this so you know what some shareholders might ask you to adopt if the changes are viewed as beneficial by shareholders If you are a covered financial company with more than $1 billion in assets: Start evaluating your compensation programs now Determine how you will communicate the structure of these arrangements to determine: Possibility of providing excessive compensation fees or benefits Risk profile and association with possible material loss to the company Action Item: Enhanced Compensation Structure Reporting for Financial CompaniesWhat you can do:

21. Prepare initial approach to modifications such as: Mandatory holding periods and stock ownership guidelines A significant portion of compensation to be deferred Introducing an absolute metric governing payouts of any performance-based compensation subject to relative performance measures, e.g., relative total shareholder returns Action Item: Enhanced Compensation Structure Reporting for Financial CompaniesHow an experienced compensation consultant can help:

22. Evaluate voting standards and determine impact Determine whether more aggressive outreach to shareholders is warranted to gain support of retail shares Action Item: Voting by BrokersWhat you can do:

23. Evaluate employee equity compensation accounts to determine if the individuals can and do vote their shares If you have a strong employee ownership culture, assist with the creation of a communication program that explains the importance of employee voting Determine the potential need for a proxy solicitation campaign, based on the likelihood of un-voteable, broker-held shares Action Item: Voting by BrokersHow an experienced compensation consultant can help:

24. Keep your eyes open for final decisions regarding Proxy Access Draft out the rationale for your company having the Chairman/CEO structure it has Why was this structure selected? What does it enable the company to do? How does this structure impact your company’s corporate governance? Does this structure increase or decrease your company’s risk profile? Did you consider alternatives? If so, why were they not selected? How often does the company review its Chairman/CEO structure? Action Item: Corporate GovernanceWhat you can do:

25. Update you when final proxy access rules are available Provide insight into rationale for peer group Chairman/CEO structure Action Item: Corporate GovernanceHow an experienced compensation consultant can help: