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PRESENTED BY Lisa A. Durham, Esq.

21 st Annual Ohio Employee Ownership Conference “Governance and Strategic Planning in ESOPs” April 20, 2007. PRESENTED BY Lisa A. Durham, Esq. ESOP Corporate Structure. Shareholders. ESOP Trust. Individual. Individual. Individual. Board of Directors. ESOP Committee. CEO. Other

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PRESENTED BY Lisa A. Durham, Esq.

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  1. 21st Annual Ohio Employee Ownership Conference “Governance and Strategic Planning in ESOPs” April 20, 2007 PRESENTED BY Lisa A. Durham, Esq.

  2. ESOP Corporate Structure Shareholders ESOP Trust Individual Individual Individual Board of Directors ESOP Committee CEO Other Committees

  3. Board Wears Two Hats • Fiduciary – Appoint and Monitor ESOP Trustee and Committee • Corporate Governance – Oversee Activities of Company and Other Committees

  4. Fiduciary Role Fiduciary must act • Solely in interests of participants • Exclusively to provide benefits • With care, skill, prudence and diligence

  5. Appointing Fiduciary • DOL Amicus Brief in Enron Case • Must Make Responsible, Informed Choice in Appointment of Trustee or Committee • Must Monitor Trustee and Committee

  6. Questions? Lisa A. Durham One Indiana Square, Suite 2800 Indianapolis, IN 46204-2079 Telephone: 317-238-6391 E-Mail: ldurham@kdlegal.com

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