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IN-PERSON MEETING

Handling the ESOP Repurchase Obligation

October 19, 2010 :: Philadelphia, PA

From Our Meeting Series The ESOP Company Symposium

This traditional learning format brings you face-to-face with our expert presenters. Our seminars include a networking luncheon and optional dinner outing, and provide ample opportunity for attendees to ask questions and interact with others.

The ESOP Company Symposium is a three-day event that gives you a chance to hear from leading experts, work through specific issues in structured interactive sessions, and periodically break into small groups to exchange ideas and information. There are panels of experts, of course, but a few times each day you will break into small groups, each with one or more experts at the table, to work through issues of specific concern to you. The groups will report back to the whole session to share key insights. You can register for one, two, or three days of this event:

About This Meeting

Participants will learn how to project repurchase obligations, how to design a plan to make repurchase obligations more manageable, and how to recognize the impact of repurchase obligation on valuations.

Program

9:00 AM Welcome and Introduction
Loren Rodgers, NCEO
9:30 am Designing and Amending your ESOP with Repurchase in Mind
Lisa Durham, Kreig DeVault
10:15 am Break
10:30 am Projecting ESOP Repurchase Obligations
Tina M. DiCroce, ESOP Economics, Inc.
11:15 pm Valuation Considerations: How Does Repurchase Affect Share Price?
Robert Gross, Prairie Capital Advisors
12:00 Noon Table Talks - Roundtable Discussion Groups
12:15 pm Lunch with the Experts
1:15 pm Alternatives for Funding and Managing the Repurchase Obligation
Cecilia A. Loftus, ESOP Economics, Inc.
2:00 pm Break
2:15 pm Fiduciary Implications of the Appraisal
Merri Ash, First Bankers Trust Company
3:00 pm Table Talks -Roundtable Discussion Groups
3:30 pm Selling the Company
John Miscione, Duff & Phelps
4:15 pm Adjourn
4:15 pm Meet with an Expert - Optional
Sign up for a one-on-one meeting with the expert of your choice

Registration

NCEO members: $195.00 per person through September 27 and $230.00 thereafter. (If you are not an NCEO member but join when you register, you will receive the member price.)

Nonmembers: $265.00 per person through September 27 and $300.00 thereafter.

Number of Attendees:

Cancellation Policy

A full refund will be issued, less a $50 administrative fee, if the request is received by the close of business on September 27, 2010. Cancellations made after that date and before our guarantee date of October 13, 2010, will be eligible for credit toward another program, minus a $50 administrative fee. Those canceling on or after the guarantee date will not receive a paper credit or a refund.

Speaker Information

Merri E. Ash has been in the employee benefits field for more than thirty-five years. She joined First Bankers Trust in 2002 as a trust officer and the director of marketing. Merri was promoted to vice president on January 1, 2006. First Bankers Trust serves as ESOP Trustee for more than 250 employee-owned companies and has more than 2.2 billion dollars under management. She has extensive knowledge of ESOP companies and served as the benefits manager for the Jonathan Corporation of Norfolk, Virginia, an employee-owned ship-repair company. www.firstbankers.com

Cecilia A. Loftus
is a director at ESOP Economics, Inc. In that capacity, she is responsible for project scheduling and works with clients on all aspects of repurchase obligation studies. Cecilia has more than ten years' experience in the retirement plan industry and has focused on repurchase obligation planning since joining ESOP Economics in 2002. She holds the Qualified Pension Administrator (QPA) and Qualified 401(k) Administrator (QKA) designations from ASPPA (The American Society of Pension Professionals & Actuaries).

Lisa Durham is an attorney with Krieg DeVault LLP in Atlanta and Indianapolis. She has expertise in a wide range of qualified plan and other employee benefit plan matters, including 401(k) plans and ESOPs. In the area of ESOPs, Lisa has experience in stock purchase and sale transactions, ESOP loans, plan design, repurchase liability options, governance, fiduciary education, testing, and correction of operational failures and prohibited transactions.

Robert Gross is senior managing director at Prairie Capital Advisors, Inc., a recognized leader in providing financial advisory services to middle market companies. The firm designs and implements customized ownership succession strategies, including private sales, management buyouts and ESOPs. Integral to the firm's practice are its valuation capabilities, which provide a basis for succession planning, ESOPs, estate and gift tax filings, fairness opinions and a variety of other transactions. Prior to forming Prairie Capital Advisors, Inc. Bob, was a first vice president with Merrill Lynch Business Advisory Services. Since 1989, he had occupied senior positions in both the valuation and ESOP advisory groups. Bob has continuously focused on matters involving closely held companies, with a particular emphasis on the structuring and implementation of various ownership succession strategies

Cecilia A. Loftus is a director at ESOP Economics, Inc. In that capacity, she is responsible for project scheduling and works with clients on all aspects of repurchase obligation studies. Cecilia has more than ten years' experience in the retirement plan industry and has focused on repurchase obligation planning since joining ESOP Economics in 2002. She holds the Qualified Pension Administrator (QPA) and Qualified 401(k) Administrator (QKA) designations from ASPPA (The American Society of Pension Professionals & Actuaries).

John Miscione is a managing director in Duff and Phelps' ESOP and ERISA Investment Banking Group. He specializes in structuring and negotiating leveraged ESOPs, management buyouts and recapitalization transactions, and arranging debt and mezzanine capital to finance the transactions for selling shareholders and management teams. John is nationally recognized as an expert in ownership transition and private company finance and speaks regularly on a wide range of topics including: Leveraged ESOPs, The Debt Capital Markets for Private Companies, Valuing Closely Held Businesses and Exit Alternatives for Private Business Owners.

Loren Rodgers is a project director and the director of research at the NCEO, where he specializes in ESOPs, best practices for employee ownership companies, and communications. Active in the field since 1995, he works with firms at all stages of developing ownership cultures, speaks extensively, and has written dozens of articles on topics including employee motivation, corporate governance, ESOP transactions and operations, and business literacy. He will become the NCEO's Executive Director in April 2011

Meeting Site

The meeting will be held at the Hampton Inn Center City Philadelphia, located at 1301 Race Street, Philadelphia, PA 19107. Sleeping rooms are available for our group at a special rate of $129. To make a reservation please call the hotel directly at 215-665-9100 before September 27, 2010. Please mention the National Center for Employee Ownership (NCEO) when making your reservation.

Continuing Education Credit

CPE Credit

The National Center for Employee Ownership (NCEO) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue, Nashville, TN 37219-2417.

This program is a "group-live" offering and provides 5.50 hours of CPE credit for accountants in the area of "specialized knowledge and applications." The material is basic level. No prerequisites or advanced preparation is needed. For more information regarding administrative policies such as complaint and refund, please contact the NCEO at 510-208-1300.

HRCI Recertification Credit

HRCI logoThis program has been approved for 5.75 hours of recertification credit hours toward PHR and SPHR re-certification through the Human Resource Certification Institute (HRCI). For more information about certification or re-certification, please visit the HRCI home page at www.hrci.org.
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