Wednesday, September 21 5:00 7:00 pm REGISTRATION OPEN 5:00 7:00 pm OPENING MIXER. Thursday, September 22 7:00 am REGISTRATION/CONTINENTAL BREAKFAST

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1 Marriott Hotel 2020 East American Boulevard Bloomington, MN September 22-23, 2011 CONFERENCE PROGRAM NOTE: This conference has not been pre-certified for CPE/CLE Credit. Certificates of attendance are available at the conference so you can apply for CPE/CLE credits in Illinois, Iowa, Minnesota, Nebraska, North Dakota, South Dakota and/or Wisconsin, as applicable. Wednesday, September 21 5:00 7:00 pm REGISTRATION OPEN 5:00 7:00 pm OPENING MIXER Thursday, September 22 7:00 am REGISTRATION/CONTINENTAL BREAKFAST 8:00 am Welcome ESOP Visionaries, Agenda Overview Chapter Presidents Art Miller, Illinois Chapter Jim Winterscheid, Iowa-Nebraska Chapter Sarah Niklaus, Minnesota/Dakotas Chapter Sherri McDermott, Wisconsin Chapter ESOP Culture Drives Growth and Success Tammy J. Miller, CEO and Board Chair Border States Electric Headquartered in Fargo, North Dakota Tammy will share how the ESOP has created an entrepreneurial spirit and is the foundation of Border States growth and success. The positive culture at Border States inspires an employee commitment that has transformed the company to double in size since 2006, helping it reach its $1 billion sales milestone. 9:15 am BREAK

2 9:30 am 10:30 am CONCURRENT BREAKOUT SESSIONS Building an ESOP Culture through the Voice of the Customer Jean Sherwin, Foldcraft Co. Paula Crawford-Anderson, Foldcraft Co. Voice of the Customer is customarily a Product Development and/or Sales Tool, but come listen how this manufacturer utilized it in conjunction with proven LEAN processes to create a specialized Kaizen event to truly determine the wants and needs of Employee Owners and to set a course of action for strengthening their ESOP culture. Tackling the Haves and Have Nots Jim Dohnalek, Employee Benefits Group John Prodoehl, Principal Financial Group This session will discuss different strategies to help alleviate the have and have not issue in mature ESOP companies. Strategies discussed will be rebalancing and points allocations, as well as seldom used, but highly effective S-distribution allocation offset formulas. Not only will theories be discussed, but they will be supported with real life numbers and comparison data examples. CFO Mick Slinger CFO, Van Meter Valuations, sustainability, balanced portfolios, repurchase obligations, taxation ; the list goes on and on. CFO s have the nonglamorous responsibility of keeping their ESOP s viable during these ever changing economic times. This roundtable is designed for you to learn from CFO s and to also share your own experiences. You will have the chance to ask questions specific to your needs. Make your list of questions and bring your ideas as well for what promises to be a truly enlightening session. Understanding and Managing ESOP Trustee Responsibilities Steve Eide, Gray Plant Mooty Nels Carlson, Alerus Financial This session will review and examine the traditional duties of ESOP Trustees, in both an ongoing and transactional trustee role. The discussion will also include a recommended set of best practices for limiting a trustee s exposure to fiduciary liability. 10:45 am 11:45 am CONCURRENT BREAKOUT SESSIONS ESOP, ESOP ad nauseum Scott Ward, 4ward Associates Jim Carr, Right Connections, LLC People are not the same (duh? Obviously!) so ESOP Committees and management need to have a variety of ways to talk about the ESOP program. There are 2 key distinctions to accommodate in order to enhance the ownership culture and expand the number of promoters in your company. We ll go through the why and the how. Practical Application of ESOP Distribution Rules David Solomon, Levenfeld Pearlstein LLC Kevin Rusch, ESOP Partners This session will provide an overview of the statutory ESOP distribution requirements and explore the details to consider when creating and reviewing ESOP distribution policies. The presenters will also use case studies illustrating various real-world situations in which distributions from an ESOP are made to help plan sponsors analyze how to best implement the ESOP distribution rules in day to day practice. This session will help companies which are facing a downturn in their business address various related issues that may arise in administering their ESOP during such challenging times. The session will cover various topics including partial plan termination issues, refinancing ESOP debt and other issues facing ESOP companies in distress, including whether and how to terminate an ESOP program. CEO Facilitator: Mike Farrell, Sentry Equipment Discussions will be driven by the attending CEO s, focusing on issues such as: creating an ownership culture, best practices concerning corporate governance, repurchase obligation planning, valuation, staffing, banking and other issues in the current economic situation. Join our CEO s for a discussion covering these topics and other hot button issues. Make your list of discussion items and bring your ideas.

3 How to Manage the Risks of Determining Fair Market Value of Company Stock as an Internal ESOP Trustee Neil Brozen BTC ESOP Services/Bankers Trust Company Dave Knutson, Farmer s National Internal ESOP Trustees have an inherent conflict of interest when determining the fair market value of company stock for the annual valuation update. Learn how you can manage this risk. 11:45-12:45 PM LUNCH & KEYNOTE SPEAKERS ESOP ADVOCATES Video message from Congressman Erik Paulsen Congressman Erik Paulsen is a major ESOP supporter Michael Keeling, President, The ESOP Association Without Vision, people, and their cause, are lost. But not knowing what road to take, where to turn, and how to handle unexpected detours will make having a Vision nothing more than a noble thought. For over 30 years, Michael Keeling, President and Chief Government Relations Officer of The ESOP Association has worked with ESOP advocates to know how to decide what road to take to come closer to the Association s Vision that most Americans own substantial stock in the companies where they work. His work is recognized in Who s Who in America and in Who s Who in American Politics. 1:00 2:00 pm CONCURRENT BREAKOUT SESSIONS ESOPS From Infancy to Maturity David Solomon, Levenfeld Pearlstein LLC Stan Weissbrot, Five Star/Five Diamond Holdings, Inc. Scott Szafasz, Bimba Manufacturing Company Michael Silverman, Smith Bucklin Corporation At this session, come hear the stories from executives of a new ESOP company, a company which implemented its ESOP program in a few years ago and a fully mature ESOP company. The executives from each of these companies will describe the circumstances under which the ESOP was initially put in place, current issues these companies are encountering in their stage of the ESOP life cycle and how various challenges involved in the administration of their ESOP are being handled. This session will be moderated by attorney David Solomon who advises ESOP companies in various stages of the ESOP life cycle. Your Acquisition Growth Strategy: Procedures and Considerations for ESOP Companies Richard Joseph, Alerus Financial Jeff Buettner, Stout Risius Ross This session will discuss key considerations and steps for ESOP owned companies when contemplating buying another company. We will address topics which include under what circumstances, and when, the company's board should notifiy the ESOP trustee of its intention; what deal considerations are of concern to the trustee; and the role of the ESOP financial advisor. The session will also enable participants to hear directly from a representative of an ESOP company about their experience in navigating the acquisition process, and the role their ESOP advisors played. Human Resources Facilitator: Dick Hill, Parksite What are the current issues affecting Human Resources in the ESOP community? This session will survey HR enrollees and develop priorities of interest from their replies. Background material and current issues will be presented for each of the rank ordered topics. The goal will be to thoroughly explore critical issues through interactive discussion and help flesh out available options for each topic. Top Ten ESOP Administrative Mistakes Steve Storkan, Employee Benefits Group, LLC Dawn Hafner, Verisight, Inc. In true David Letterman fashion, this session will unveil a Top Ten List of the most common mistakes that Third Party Administrators discover when taking over the administration of an ESOP from a company who self-administers or who uses an administration firm with little ESOP experience. Topics relating to eligibility, vesting, distributions, diversifications, and stock appraisals will all be covered. In addition, the programs available through the IRS to fix mistakes will be covered.

4 2:15 3:15 pm CONCURRENT BREAKOUT SESSIONS What We Learned as We Assembled Our Board of Directors for an ESOP Company Scot Storjohann, BTC ESOP Services/Bankers Trust Company Lynn Archer, Barnes & Thornburg Leon Yantis, Ritchie Industries Tom Pientok, Apache Hose Jim Winterscheid, Travel and Transport Rod Reinertson, Van Meter Four ESOP company executives will share how they put together their board of directors and the issues they encountered along the way including the inclusion of outside directors, the vetting process for those outside directors, and the overall composition of the board. An ESOP attorney and an institutional ESOP trustee will share the legal parameters and best practices for putting together an effective board. Insuring Against Fiduciary Risk Ted Becker, Morgan, Lewis & Bockius LLC Casey Zgutowicz, Lockton Companies, LLC It is important for companies that sponsor ESOPs, and corporate and ESOP fiduciaries, to understand and manage their risks. Insurance for companies, directors, officers, members of ESOP committees, and ESOP fiduciaries is often misunderstood. This program will inform company management, risk managers, directors, officers, ESOP committee members and ESOP fiduciaries, on the types of insurance that are available and potential pitfalls in insurance policies. Among the issues that will be discussed are: (1) who are the potential plaintiffs and defendants in lawsuits involving ESOP companies and ESOPs; (2) what types of insurance coverage are available for company directors, officers, members of ESOP committees, and ESOP fiduciaries; (3) ERISA and regulatory provisions governing who can pay the premium for the insurance coverage (company, fiduciary, or ESOP) and circumstances in which the fiduciary may be called upon to reimburse the insurance premium or defense costs; (4) specific ways in which insurance policies and endorsements can be written to optimize protection of companies, directors, officers, members of ESOP committees, and ESOP fiduciaries. Lessons Learned in the Recession Facilitator: John Kluth, CCMSI The economic recession of the past few years (which is still ongoing for some industries) has forced many companies to implement business decisions in conflict with the ESOP/employee ownership concept. Discussions by the attendees will address those difficult decisions, initial and ongoing communications to employee owners and subsequent business decisions made as economic conditions have begun to improve. ESOP Administration Part I Eligibility, Allocation & Compliance Testing Kjersti Cory, First Bankers Trust Services, Inc. Barbara Clough, Blue Ridge ESOP Associates This session will focus on the basics of ESOP Administration including discussions on eligibility, contribution allocations, and compliance testing. Regulatory compliance including deductibility of contributions, share release calculations, annual additions limitations and dividend made whole will be reviewed. Session attendees will leave with an understanding of ESOP's, their intricacies and important issues to pay specific attention to. 3:30 4:30 pm CONCURRENT BREAKOUT SESSIONS The HM Cragg Story: Quality People, Quality Power, Quality ESOP Jim Smiley, HM Cragg Steve Nelson, Chartwell Capital Solutions Kevin Weise, Bremer Bank Lifecycle of the HM Cragg ESOP with consideration given to: Governance changes Use of the ESOP

5 Advanced Valuation Issues Not Just a Headache for the Appraiser! Hillary Hughes, Columbia Financial Advisors, Inc. Danielle Montesano, First Bankers Trust Services, Inc. Jared Kaplan, McDermott, Will & Emery Advanced valuation issues are not just a headache for the appraiser, the Trustee needs to be on the lookout for potential issues early and understand how they impact the valuation. A wide range of topics will be covered including selecting the valuation advisor, reviewing and handling the report, reviewing the valuation methodology as well as spotting the "red flags". This presentation will also address the practical effects of the Department of Labor s initiative to characterize ESOP appraisers as ERISA fiduciaries. Wellness Programs Facilitator: Missy McManigle, Walman Optical We all want to be healthy enough to enjoy our ESOP balances when we retire. Make wellness challenges fun and a part of your ESOP culture. Come share your thoughts and questions on wellness programs at this facilitated roundtable. ESOP Administration Part II Distributions, Diversification, Vesting & Forfeitures Andy Daly, Boulay, Heutmaker, Zibell & Co. Daniel Stoltz, Principal Financial Group This session will cover the basics of ESOP administration including distributions, diversification, vesting and forfeitures. 4:30 5:30 pm Complimentary Reception And EOF Raffle Drawings Friday September 23 8:00 9:00 am CONCURRENT BREAKOUT SESSIONS Culture what do we look like, what do we want to look like? Rick Steinke, Sentry Equipment Corp. Sentry Equipment will share how they are taking their employee-ownership culture to the next level with its Manufacturing Vision. Learn how they are preparing to achieve and maintain Operational Excellence in Safety, Quality, Productivity, Human Development and Continuous Improvement. Repurchase Obligation Strategies for Sustainability Paul Trost, North Star Trust Company Nancy Dittmer, Verisight, Inc. David Diehl, Prairie Capital Advisors This session will address repurchase and funding strategies for mature ESOP companies that seek solutions to sustain an ESOP long term. Discussion will include how different strategies affect the employee benefit level for current and future participants, future share price trajectory, and corporate cash flows, among other areas. ESOP Committees Facilitator: Tiffany Bunting, CarePro Health Services Many committees are given the daunting task of creating/maintaining an ownership culture within their company. This task can be very overwhelming and create burnout if you do not have a high performance, high impact committee. In this discussion we will focus on ideas for creating: interdependency and reliability, effective committee member time management, finance energy, ongoing call to action committees and engagement of outer location employees. This interactive roundtable is designed for you to learn from other ESOP committee members and share your own incredible result experiences. Make your list of discussion items and bring your ideas for a step in the right direction for your committee s success. Basic ESOP Valuation Carrie Willis, Chartwell Capital Solutions Craig Olinger, Enterprise Services, Inc. The process of determining an ESOP company s value can be confusing to someone who is not trained or experienced. The amount of existing data on the subject is often overwhelming. This session will provide a basic understanding of ESOP valuations and illustrate the valuation process including methodologies and important valuation drivers. The important characteristics of a quality ESOP appraisal will also be covered.

6 9:15 10:15 am CONCURRENT BREAKOUT SESSIONS Effective Meeting Organization and Committee Setup to Support it Trisha Cornwell, CarePro Health Services Tiffany Bunting, CarePro Health Services This session will cover the importance of planning and holding an effective meeting. The session will provide tips on how to hold an effective meeting. We will discuss different examples of how to structure committees to hold effective meetings and examples of planning for effective meetings. M & A Strategies for ESOP Companies David Horvath, Crowe Horwath Brian Hector, Morgan Lewis and Bockius LLP Jim Ahern, Comstock Advisors This session will explore the legal, valuation and due diligence issues that arise when mergers and acquisitions occur among companies sponsoring ESOP s. We will address areas of concern for ESOP companies as both the buyer and seller. Session participants will interact with the presenters to discuss best practices based on experience with many transactions. Employee Ownership Month Ideas Facilitator: Cindy Cerro, Total Water Treatment Systems This roundtable will generate over 50 ideas and the group will pick the top 3 ideas together. Using a nominal group technique, participants will be sure to bring back many ideas for their ESOP to implement. During the process, participants will learn how to facilitate a session, using the nominal group technique, to brainstorm ideas and make decisions, allowing everyone s opinion. Accounting Requirements for Leveraged ESOPs: an Overview Sarah Niklaus, HLB Tautges Redpath Bill Muirheid, Hobbico This session will review the basics of accounting for leveraged ESOPs from the plan sponsor perspective. A CPA and an in-house CFO will discuss how the ESOP impacts the company s financial statements, equity, and banking relationship. It s a great session to help clarify often misunderstood terminology and to better understand the ESOP company and accounting firm approach to meeting accounting requirements for your leveraged ESOP. 10:30 11:30 am CONCURRENT BREAKOUT SESSIONS s How Social and Market Norms Impact the Message Kelly Radandt, Sales Manager - Woodward Radio Group This provocative presentation will look at how social and market norms impact the message and employee engagement. The topic materials will challenge some traditional ways of how and what information is presented and provide insight on how to clearly communicate important ESOP information and engage employee owners. Selecting Strategies to Create Value Mary Joseph, Verit Advisors Marilyn Marchetti, GreatBanc Trust Company Richard Shuma, Harris Bank ESOPS thrive on value creation for their employee owners. This session will discuss measurement techniques including valuation, economic profit modeling, ROE, ROA and others and their proper application in strategic planning. Managers will gain insights into using these concepts to measure the value impact of alternate operating strategies, investment and investment returns, capital structure, and organic and acquired growth to minimize risk, maintain financial flexibility, and maximize share value within the ESOP company. Chapter and AACE Awards How to Win! Facilitator: Richard Duffy, Ownership Visions Missy McManigle, Walman Optical Tracey Myers, Van Meter Art Miller, Holden Industries Applying for Chapter Employee Owner of the Year and ESOP Company of the Year awards is worth the time and effort. And it s easier than you think. Chapter winners are submitted for the National contest and receive many benefits, including a free registration to the Annual Conference in Washington D.C. Why not take the opportunity to highlight the successes within your ESOP

7 and be recognized for your efforts? Attend this panel discussion to hear from past award applicants and winners. You ll leave with ideas and samples and see how easy it is to highlight your company or a deserving employee owners. The EMA Story: Improving Performance through People & Ideas Bruce Bialka, EMA, Inc. Joe Skorczewski, Chartwell Capital Solutions Kevin Weise, Bremer Bank EMA is a specialized consulting firm focusing on the technology and business management needs of utility, government, and manufacturing organizations. As an acknowledged pioneer in performance and productivity, EMA has grown with and responded to the changing needs of their clients and employees. Join us as we discuss EMA s internal evolution from C to S and to a 100% ESOP all while selling Company owned real estate and implementing a deferred compensation plan. 11:30-12:30 pm LUNCH & KEYNOTE SPEAKER Keynote Speaker: Economist Jim Paulsen "Economic and Financial Market Outlook Jim Paulsen is back again this year with an update on the current state of the housing, auto, real estate, retail and manufacturing sectors and how they continue to shape the overall economy. Jim Paulsen is the chief investment strategist at Wells Capital Management. 12:30 pm Close of Conference feel free to stay and visit with your ESOP colleagues. Raffle Prizes Wanted! If you are willing to contribute a prize for the The Employee Ownership Foundation Raffle, value of $100 or more, please contact Donna Walseth dwalseth@esopexec.org Contributors will be recognized in the conference program and on signage at the raffle table. Your support is appreciated! CONFERENCE REGISTRATION SELECT THE FOLLOWING LINK TO REGISTER FOR THE CONFERENCE (Members do not need to log in to receive the member price) Cancellation Policy: Cancellations must be received in writing, via fax or , no later than 10 full business days prior to the program in order to qualify for a refund. You may send a substitute. No-Shows will be invoiced for the total registration fee. Marriott Room Reservation Information Special Conference Room Rate: $109 (double) Phone: Request: ESOP Association OR Select the link below to book online: Minneapolis Airport Marriott >> ROOM RESERVATIONS MUST BE MADE ON OR BEFORE SEPTEMBER 1, 2011 TO RECEIVE THE SPECIAL RATE. REGISTRATION FORM FOR MEMBERS CHOOSING TO PAY VIA CHECK YOU DO NOT NEED TO SUBMIT THIS FORM IF YOU REGISTER USING THE ONLINE LINK. Please Select: Before August 31 September 1 September 16 First 1-2 members per company $250 $300 3 rd and more members per company $200 $250 Non-Member $350 $450 After September 16 - Registrations Accepted at the Door: Members: $350 Non-members: $500

8 Company Address City/State/Zip Phone Name Name Name Name Amount Enclosed: $ (checks made payable to THE ESOP ASSOCIATION) MAIL COMPLETED FORM WITH PAYMENT TO Donna Walseth th LANE NE BLAINE, MN Questions? Contact Chapter Administrators: Donna Walseth dwalseth@esopexec.org Sue Crockett scrockett@mndak-esop.org MIDWEST ESOP CONFERENCE SPONSORS (AT THE TIME OF POSTING) Sponsorships remain open through August 1 to be listed on signage at event. Form available at: GOLD SPONSORS:

9 SILVER SPONSORS: BTC ESOP Services/Bankers Trust Co. of South Dakota Barnes and Thornburg LLP Best Business Appraisals, LLC Blue Ridge ESOP Associates Boulay, Heutmaker, Zibell & Co., P.L.L.P. Bremer Investment Management and Trust Briggs and Morgan Chartwell Capital Solutions Columbia Financial Advisors, Inc. Crowe Horwath LLP Dorsey & Whitney LLP ESOP Partners Gray Plant Mooty Law Firm GreatBanc Trust Company HDH Advisors, LLC HLB Taugtes Redpath, Ltd. JP Morgan Chase Krieg DeVault LLP Murray ESOP Executive Liability Insurance Program North Star Trust Company Prairie Capital Advisors, Inc. Reliance Trust Company SES Advisors, Inc. Swerdlin & Company Verisight, Inc. Verit Advisors LLC Wells Fargo Bank