May 20, 2009 Prepared By: Michael J. Kiley Chamberlain Consulting Group, LLC

1. Chamberlain Consulting Group, LLC Non-Qualified Plans Prepared For The Advisors Forum May 20, 2009  Prepared By: Michael J. Kiley Chamberlain Consulting Group, LLC 2301 Dupont Drive, Suite 460 Irvine, CA 92612 (949) 553-0313  Securities offered through Girard Securities, Inc.  Member FINRA and S.I.P.C. Insurance License 0D10216

2. The Need – Employee Perspective

3. Compensation Needed After Retirement Percent of Pre-Retirement Income Needed to Maintain Standard of Living After Retirement* (One Income Family) Percent of Compensation Pre-Retirement Income (In Thousands) * Booke & Co. Report

4. Retirement Savings Gap – Sample Executive Income Replacement Goal GAP % of Income Replaced at Retirement (Age 65) Qualified Retirement Benefits Social Security Replacement at Age 65 Current Income • Assumptions: • Age 50 Today with Retirement at Age 65. • Current Qualified Retirement Plan Balance is $0, growing at 7% per year with an annual contribution of $15,000 per year. Distributions to Age 90.

5. Reverse Discrimination The following chart illustrates the reverse discrimination in 401(k) plans that allows a 12% maximum deferral. Employee contributions will be limited due to the $16,500 cap imposed by legislative limits (2009). Reverse Discrimination – 401(k) Retirement Savings Plan Maximum Pretax Deferral as a Percentage of Compensation The next chart illustrates the additional reverse discrimination in 401(k) plans based on a company match of $0.50 cents on each $1.00 deferred to a maximum of 6% of compensation. Reverse Discrimination – 401(k) Retirement Savings Plan Maximum Pretax Deferral as a Percentage of Compensation The 1986 Tax Reform Act eliminated some tax shelter opportunities. Consequently, executives may have a need to supplement current retirement benefits.

6. The Need – Employer Perspective

7. Strategic Considerations • What is the Company’s current compensation and benefit philosophy? • How do you reward employee performance? • Short term incentive plan • Long term incentive plan • What is the Company’s experience in recruiting? • • Relative to recruiting, what is the market/industry you are recruiting from? • • Is the Company continually innovating benefits to keep up with competitors? • Retention – what is the Company’s employee turnover? • What is your employee turnover rate and the estimated cost? • What are the top reasons for losing employees?

8. Attract Retain Reward Plan is designed with few, if any, vesting requirements and offers no penalty for voluntary termination of employment. Plan can be structured to defer signing bonus (with tight vesting schedule). Plan design offers provisions that result in the creation of “golden handcuffs” or at least “five in the seat” vesting schedules, preferential treatment of payouts and company contributions can be treated differently to provide disincentive to leave company. Plan is designed to reward executives in a tax-advantaged environment. Company contributions are discretionary so they may be made one year and not the next. Vesting requirements may or may not be imposed. Plan also offers lots of flexibility and a number of investment options. Attract, Retain and Reward All Non-Qualified plans aid in the areas of attracting, retaining, and rewarding key employees. However, the plan can be structured to emphasize one of these areas over another.

9. Employer Objective and Corresponding Design Features

10. Non-Qualified Plans

11. Background • Who is eligible? An employer may select its participants and offer benefits to those executives who are “management or highly compensated employees.” • Employer has complete flexibility in plan design and may vary by participant. • No formal approval is required. Department of Labor (DOL) requires notice only. • It is simply an unsecured promise by the employer to provide benefits, any “informal funding” is separate. • Assets set aside to informally fund are subject to the risk of general creditors and therefore not taxable to participants. • Non-qualified plans do not enjoy protection under ERISA. As such, they are vulnerable to hostile takeover (“change of control risk”), changes in management attitude (“change of heart risk”) and business failure (“bankruptcy risk”). • In order to provide benefit security, companies are responding to these risks by utilizing various informal funding techniques, plan provisions and trusts. 11

12. Types of Non-Qualified Plans • Types of Plans • 1. A Deferred Compensation Plan is comprised entirely of the executive’s deferrals. The employer would not be making any contributions; it is merely providing the executive the ability to defer his/her own compensation. • Executive Deferrals Only • 2. A SERP (Supplemental Executive Retirement Plan) plan is comprised entirely of the employer’s contributions. The executive’s compensation is not reduced. The company provides an additional element of compensation to the executive on a pre-tax basis. • Employer Contributions Only • 3. Incentive Plans can be both short term and long term. Common designs include Profit Sharing, Phantom Stock, and Value Realizing Event Bonus Plans. 12

13. Deferred Compensation – Why Attractive? What Makes Deferred Compensation so Attractive? Deferrals and investment gains grow on a tax-deferred basis. Growth (Invested to Earn 7% Annually) $537,761 • Assumptions • $20,000 deferral for 15 years • 7% Interest • 40% Tax-Bracket $254,129 Years

14. Income Tax Basics • Constructive Receipt Doctrine • Taxable receipt of income occurs when “made available.” • “Mere promise to pay” not taxable • Constructive receipt is avoided if the participant’s right to the compensation is subject to a “substantial risk of forfeiture.” • Substantial Risk of Forfeiture For Constructive Receipt • Agreement to defer entered into before services are rendered. • Employer’s promise to pay is not secured in any way. • Any asset acquired by employer is held as a general asset of the employer subject to the claims of the employer’s general creditors.

15. Informal Funding Considerations

16. Non-Qualified Deferred Compensation Funding “Unfunded” • This “unfunded” feature is what gives the Non-Qualified Deferred Compensation plan its tax-deferred status. • The “general creditor risk” is why only those who are “highly compensated” may participate. • The Department of Labor (DOL) believes that those who are “highly compensated” are capable of understanding the risk.

17. Non-Qualified Deferred Compensation Funding Informal Funding Formal funding is required with qualified plans – money is set aside in investments outside company’s general creditors (i.e., 401(k)). “Informal Funding” is where the company invests deferrals to help match the assets to its liability. Informally funded assets are general assets of the company (even if held in a Rabbi Trust)1. Company can invest in any asset, but most common choices are mutual funds or Corporate Owned Life Insurance (COLI). COLI products are popular because of the tax advantages they provide to the corporation. Any investment gains, dividends or interest earned within COLI insurance contracts held until maturity are tax-free to the company whereas mutual funds are taxable. 1 IRS Letter Ruling 8113107.

18. Cost Recovery Sample

19. Explanation and Characteristics

20. Comparison of Funding Alternatives (1) Only under Section 1031 like kind exchange * This alternative has separate account investment options.

21. Investment Issues Companies must balance six issues against each other, choosing an investment based on their assessment of the relative importance of each factor. 1. Security The ability to place the investment into a Rabbi Trust or other trust with a favorable IRS ruling. Security is also impacted by the degree of risk associated with a particular investment. Specifically, the assurance that adequate cash will be available to pay benefits is obviously compromised with riskier funding vehicles, in contrast to more conservative investments. 2.Asset/Liability Matching The likelihood that the value of the investment will track the emerging benefit cost over time, i.e., that the asset value of the investment will be sufficient to cover all benefit costs (at some future date) given change in market conditions. Our use of “asset/liability matching” should be distinguished from the traditional use of the concept. Traditionally, the concept implies management of the present value of assets and liabilities. In contrast, we are concerned here with the future value of the investment and the associated benefit obligations. 3.Flexibility The ability to respond to the changing levels of benefits (i.e., as new participants are added to the plan or salaries are materially different than forecast), as well as changing “cash-out” needs (i.e., as a participant terminates, retires or dies). This implies the need for an investment with high liquidity, flexible deposit options, an ability to change the asset mix (without adverse tax consequences), and relative ease in distributing increments of the investment as benefit payments come due. 

22. Investment Issues 4. After-Tax Return The ability to earn the highest risk-adjusted after-tax yield, which minimizes the capital required to informally fund required benefits. Perhaps the most obvious of all investment criteria, after-tax return is likely the most difficult to predict over short periods of time. 5. “Up-Front” Cash RequirementsThe ability to minimize the “up-front” cash investment required to adequately informally fund benefits over time. Obviously, a higher-yielding investment will require less up-front cash than an investment with a lower yield. In addition, some investments provide for periodic cash payments over time rather than significant amounts of cash up-front. 6. Positive P&L ImpactAny investment selected for informal funding will generally create long term P&L income to help mitigate benefit expenses. Short term and long term impacts should be evaluated together.

23. Informal Funding with COLI We recommend the use of Corporate-Owned Life Insurance (COLI) to informally fund the Executive Plan liabilities. The COLI may be placed in a Rabbi Trust to provide benefit protection for the participants. For most companies, the objective of “informally funding” is: (1) to provide cash flow to pay for benefits and/or recover costs associated with executive benefits, and (2) to provide participants with a level of security for their non-qualified benefit comparable to the security of their qualified plan benefits. Background Companies choose to informally fund non-qualified benefit plans for the following reasons: 1.      To create an asset to match the emerging benefit liability; this liability can be significant. 2.      To provide future management with the financial ability to pay benefits. 3.      To provide a more attractive benefit (earnings rate, survivor benefit, etc.) which is supported by an investment capable of delivering necessary yields and benefits. 4.      To reduce or eliminate the long term economic cost of the benefit (cost recovery). 5.      To mitigate against the long term P&L expense of the benefit. 6.      To reduce the risk of participants losing their benefits as a result of a change of control, change of attitude by future management, and regulatory uncertainty.

24. Legal Considerations

25. DOL Notification • Notification must be sent to the DOL (Department of Labor) within 120 days of plan adoption. • To be included in the letter: • The employer's name, address and employer identification number; • A declaration that the employer maintains the plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees; and • The number of such plans and the number of employees in each plan. • DOL Regs. § 2520.104-23(b) 2520.104-23(b). The statement must broadly identify all such plans but disclaimers can be inserted on the statements as to whether certain arrangements or programs are plans covered by ERISA. Disclaimers are helpful when certain filings are made with the Securities and Exchange Commission and when an opinion is required that the plan is not subject to ERISA (e.g., stock option plans). • Note that if the employer fails to file this statement, and does not comply with the ordinary reporting and disclosure requirements, the exemption will be inapplicable and the DOL can assert penalties.

26. DOL Notification Sample Top Hat Plan Exemption, Employee Benefits Security Administration, Room N-1513, U.S. Department of Labor, 200 Constitution Avenue NW Washington, DC 20210 Dear Sir or Madam: Company, Inc. hereby supplies the following information pursuant to Labor Department Regulations Section 2520.104-23: Name and Address of Employer: Employer Identification Number: Company, Inc. maintains the following plan primarily for the purpose of providing deferred compensation for a select group of highly compensated or management employees: Number of Plans: 1 Name of Plan: Supplemental Executive Retirement Plan for Company Number of Employees in Plan: Company, Inc. By Its

27. Rabbi Trust • Most companies informally funding also place their investments in an “irrevocable trust” referred to as a Rabbi Trust1. • Rabbi Trust protects participants by preventing the company from breaking its promise, except for bankruptcy. • Rabbi Trust is simply another step a company can take to protect its promise to pay participants the money deferred. 1 The Rabbi Trust got its name from an actual Rabbi who received a private letter ruling for his trust from the IRS. IRS Letter Ruling 8113107.

28. Rabbi Trust 1. Deferred Compensation Agreement Executive Business 2. Salary Deferral 3. Executive deferrals and/or employer contributions 6. Pre-Retirement or Post-Retirement Benefits Life Insurance Rabbi Trust 4. Premiums 7. Employer Cost Recovery 5. Policy values and/or death benefits

29. 409A Legislation • Congress stepped in after the Enron scandal, upset with how executives were able to access company money while the companies were sinking. In response, Code Section 409A was created to add restrictions and rules to Non-Qualified Plans. 409A is effective as of January 1, 2005. • Key Requirements (both form and operation of the plan) • Distribution Restrictions (limited to the following) • Separation from service • Disability • Death • Specified time • Change of Control • Financial Hardship with occurrence of unforeseeable emergency • Acceleration Restrictions – Distributions cannot be accelerated unless one of the distributions options listed above. • Election Restrictions • Election to defer compensation during the taxable year must be made by the close of the preceding year. For example, to defer compensation for 2010, election to defer must be made by December 31, 2009. • Exception #1 – Initial elections must be elected within 30 days of eligibility • Exception #2 – Performance-based compensation, the election can be made 6 months prior to the end of the performance period

30. 101(j) Legislation The Pension Protection Act (PPA) of 2006 became law on August 17, 2006. The new rules under PPA have been incorporated into the provisions of Sections 101(j) and 60391 of the Internal Revenue Code (IRC). • Under 101(j) the requirements below apply when a corporation obtains a life insurance policy on an employee. The employee needs to fall under the definition of “highly-compensated” and notice and consent needs to be provided to the participant. • Highly-Compensated Employees include one of the following: • Employee is a 5% owner or • Receives compensation in excess of the definition in IRC section 414(q) • which is $110,000 (for 2009) or • Employee is one of the top-paid 35% of employees as defined by IRC section 105(h)(5). • Notice and Consent • Notice. The employee must receive written notice of the policy, the maximum possible face amount of the policy, and that the employer will be the beneficiary of the policy death benefit. • Consent. The employee must provide written consent to being insured even after he/she terminates employment.

31. Steps to Implementation • 1. Plan Design • Engagement Letter signed with law firm • Draft of Plan Documents for review and revision • 2. Legal Documents • Corporate Resolution • Plan Document • Plan Brochure • Participant Deferral Agreement • DOL Letter • Rabbi Trust • Shareholder Disclosures

32. Steps to Implementation • 3. Participant Rollout • Group Meeting Scheduled • Final Draft of Communication Materials • Participant Election Forms: Beneficiary Designation and Distribution Election (as applicable) • Initial Investment Allocation • Communications to participants • Online rollout to participants • 4. Informal Funding • Insurance underwriting • First contribution placed in Trust • COLI Policies placed in Trust • 5. Administration

33. Non-Qualified Plan – Fees and Expenses • Set Up • 1. Plan Document $7,500 to $10,000 • Plan Brochure • Deferral Agreement • 2. Rabbi Trust Document $5,000 to $8,000 • 3. Online Administration Set Up $2,500 • Ongoing • 1. Online Administration (Annual) $300 per participant • Participant Statements • Accounting Reports • Employer Level Reporting • 2. Compliance Review These fees and expenses displayed are average costs. Actual costs will be based upon the complexity of the legal documents and the actual demographics.