January 29 - 31, 2012Arizona Biltmore Resort & Spa, Phoenix, Arizona

18th Annual

EXPLORING YOUR GROWTH OPTIONS

Keynote SpeakerF. Scott Dueser

Chairman, President & CEOFirst Financial Bankshares Inc.

• Candid Advice from Fellow Bankers

• What Banks Should Be Doing Today

• The Country’s Top Bank Advisers

• Strategies for Growth

CONFERENCE HIGHLIGHTS

Why You Should Attend the Acquire

Candid Advice from Experienced Bankers & AdvisersNotable bankers outline their M&A and growth successes and lessons learned. An unparalleled line-up of respected industry advisers promises valuable guidance on industry trends and important information you won’t find anywhere else!

FREE Bank ValuationReceive a FREE report estimating your bank’s worth in today’s market, courtesy ofSheshunoff & Co. Investment Banking. All attendees registered before January 15 will receive a customized report for their institution based upon recent activity in the industry.

Hear Firsthand Advice From Other “Movers and Shakers”

The Premier Growth Conference for Financial InstitutionsFor the past 17 years, bankers have attended Acquire or Be Acquired to gain the knowledge they need to make the right strategic decisions for their institutions. Beyond just M&A, obtain timely, practical insight on capital formation, deposit growth,private equity, alternatives for liquidity and more!

KEYNOTE: F. Scott DueserChairman, President & CEOFirst Financial Bankshares Inc.

Norman H. Schulman, CPADirectorHerald National Bank

Kevin LynchPresident & CEO, Oritani Bank Chairman, President & CEOOritani Financial Corp.

Michael P. DalyPresident & CEOBerkshire Bank

Kenneth Neilsonformer President, Chairman & CEOHudson United Bank and Hudson United Bancorp

Merrill W. ShermanPresident & CEOBancorp Rhode Island, Inc.

or Be Acquired Conference in 2012!

Network with Peers from Across the CountryTake advantage of unique networking opportunities throughout the event. Peer interaction is an important part of the conference learning experience. On Tuesday,enjoy a round of golf with fellow attendees. But hurry, while the golf tournament is free for paid attendees, it is limited to 85 golfers.

Since 1929, when the Frank Lloyd Wright-inspired Arizona Biltmoreopened, Phoenix has grown up around the landmark, making it awelcome retreat in the center of Phoenix and Scottsdale. Equippedwith two championship golf courses, a spa and athletic club, fourswimming pools, designer shops and gourmet dining opportunities,the Biltmore offers something for everyone. These amenities, combined with impeccable service, will provide an experience youwon’t soon forget.

SPECIAL RATE$359 per night. Specify the “Bank Director Acquire or Be Acquired Conference” to ensure your discount. Rooms arelimited. Hotel discount expires January 6, 2012.

Continuing Legal Education: State CLE accreditation for each conference isbased on individual attendee requests. Credit hours may vary by state. Credithours are not guaranteed. All CLE requests must be received prior to the event.Please contact Bank Director at (615) 777-8463 or mcotten@bankdirector.com.Many states have minimum deadlines for applications or credits may be denied,so requests should be submitted to us in a timely manner. Requests received ator following the event for states not previously submitted for credit may not beprocessed. You may, however, be eligible for credit hours by applying to yourstate on an individual basis where applicable. Please contact your state bar for more information. You may locate your state bar’s office or website at thefollowing web address: www.abanet.org/cle/manstates.htm.

Continuing Professional Education: Director Corps, Inc., the parent companyof Bank Director, is registered with the National State Boards of Accountancy(NASBA) as a sponsor of continuing professional education on the NationalRegistry of CPE Sponsors. Visit www.bankdirector.com for more information on CPE learning objectives, program levels, prerequisites, recommended creditsand complaint resolutions.

Payments: Conference registration includes admittance to all conference activities and the conference notebook. Payment will be accepted by check,American Express, Discover, Visa or MasterCard. If paying by check, pleasemake payable to DirectorCorps, Inc., include the attendees’ names and/or acopy of the registration form, and mail to: Conferences, DirectorCorps, Inc.,201 Summit View Drive, Suite 350, Brentwood, Tennessee 37027. Paymentsmust be received by January 16, 2012.

Cancellations: Due to commitments and expenses, all cancellations after December 16, 2011 will be subject to a $150 processing fee. We regret that no refunds will be granted after January 16, 2012; however, substitute participants are welcomed. DirectorCorps, Inc. assumes no liability for any nonrefundabletravel, hotel or related expenses incurred by registrants.

ARIZONA BILTMORE RESORT & SPA2400 East Missouri AvenuePhoenix, Arizona 85016 • (602) 955-6600www.arizonabiltmore.com

Hotel Information

Guest ProgramWe want you and your guest to have a memorable trip. Your guest will have plenty of time to explore Phoenix and guests are invited to join you for the Sunday lunch, receptions each evening and the Monday gala dinner featuring special entertainment.

Sunday, January 29

7:30 a.m. - 1:00 p.m. Registration

7:30 a.m - 8:30 a.m. Breakfast Sponsored by:

8:30 a.m. - 10:30 a.m. Workshops (select one)

Agenda subject to change due to market circumstances.

10:30 a.m - 10:45 a.m. Refreshment Break Sponsored by:

M&A Simulation

Kumi Baruffi, Partner, Graham & Dunn P.C. Brian D. Branson, Director, Investment Banking, Sterne Agee & Leach, Inc.Robert P. Hutchinson, Head of Depository Institutions, Investment Banking, Sterne Agee & Leach, Inc.Stephen M. Klein, Partner, Graham & Dunn P.C. Casey Nault, Partner, Graham & Dunn P.C. Robert J. Toma, CFA, Director, Investment Banking, Sterne Agee & Leach, Inc.

To successfully negotiate a merger transaction, buyers and sellers must bridge the gap between a number of financial, legal, accounting and social challenges. Work side-by-side with industry experts in this interactive exercise where participants role-play as buyers and sellers in an attempt to negotiate a mutually beneficial merger transaction. The simulation replicates challenges that boards must overcome to facilitate a transaction in today’s tough environment. This session will be limited to 36 participants.

Strategic Alternatives for Banks Under $1 Billion in Assets

Craig J. Mancinotti, Managing Director & Principal, Austin Associates LLCRichard F. Maroney Jr., Managing Director & Principal, Austin Associates LLCC. Robert Monroe, Chairman, Financial Services Division, Stinson Morrison Hecker LLP

Recent legislation has further divided the industry into size classifications. While some experts have pronounced that banks must be one billion dollars in assets to survive, many smaller community banks are thriving. This session will present established strategies for growth,capital maintenance, profitability and other critical strategic initiatives. Case studies of successful community banks will be presented.

How Do You Make Your Bank Relevant in Today’s Consolidating Industry?

Joseph M. Harenza, CEO & Senior Managing Director, Griffin Financial GroupMark R. McCollom, Senior Managing Director, Griffin Financial Group

As the industry continues to consolidate and adapt to regulatory and competitive market forces, banks need to continually evaluate their strategic relevance to the markets they serve. This presentation will show banks what economic, financial and demographic factors are important and relevant to institutional investors, industry consolidators and your competitors. Staying one step ahead of your competition will be more important than ever, as increased regulation and a slow economic recovery have reduced new investor capitalinto the banking sector and those banks that remain financially and strategically relevant will increase their chances for success.

Director Liability Workshop: Exploring Board Liabilities Throughout the Deal Process

Steven H. Anderson, Executive Managing Director, Beecher CarlsonHenry M. Fields, Partner, Morrison & Foerster LLPJohn Hamel, Managing Director & Head of Financial Institutions Group, ROTH Capital Partners

Board members have a fiduciary responsibility to grow shareholder value and act in the best interest of their constituents. With an uncertain market, many boards wrestling with fundamental questions like what are we worth today? And what is a fair price at which to sell? This workshop will address the individual responsibilities assumed during an M&A transaction, exploring liabilities inherent tothe position.

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“If you only go to one conference per year, this is the one. It covers thebroadest number of relevant issues for bankers and bank directors.”– John Sneed, Chief Executive Officer, First Morgan State Bank and 3-time Acquire or Be Acquired conference attendee

Sunday, January 29

10:45 a.m. - 11:45 a.m. Raising Capital For Banks: Elements Of A Successful Offering

Kevin Lynch, President & CEO, Oritani Bank; Chairman, President & CEO, Oritani Financial Corp.Ben A. Plotkin, Executive Vice President, Stifel Nicolaus Weisel; Vice Chairman, Stifel Financial Corp.

Find out how small-cap banks are successfully tapping the equity markets. An experienced investment banker and a public company CEO will discuss their recent experiences in preparing for and executing successful public offerings. Topics will include the “road show” experience, types of offerings and managing pricing expectations.

Noon - 1:00 p.m. Lunch Sponsored by:

1:00 p.m. - 1:10 p.m. Welcome

Al Dominick, Managing Director & Executive Vice President, Bank Director

1:10 p.m. - 2:00 p.m. Your Bank’s Worth–Today And Tomorrow

Curtis Carpenter, Managing Director, Sheshunoff & Co. Investment Banking

Gain a better understanding of how the market has changed, major value drivers, transaction trends and where your bank fits into the mix.

2:00 p.m. - 2:50 p.m. Banker’s Panel: The Who, What, When, Why And How Of Selling Your Bank

Kenneth T. Neilson, former President, Chairman & CEO, Hudson United Bank and Hudson United BancorpNorman H. Schulman, CPA, Director, Herald National BankMerrill W. Sherman, President & CEO, Bancorp Rhode Island, Inc.Moderator: Ronald H. Janis, Esq., Partner, Day Pitney LLP

To sell or not to sell – that is a debate for many bank boards. Many factors go into this strategic decision and it is essential for boards to weigh all the alternatives to make the best decision for shareholders. Hear from bank directors who have completed recent transactions and gain insight on everything from how to find the best dealto how to handle board dynamics during the process.

2:50 p.m. - 3:10 p.m. Refreshment Break Sponsored by:

3:10 p.m. - 4:00 p.m. Analyst Panel

Frederick Cannon, Director of Research, Chief Equity Strategist and Executive Vice President, Keefe, Bruyette, & Woods, Inc.Mark Fitzgibbon, Principal and Director of Research, Sandler O'Neill + PartnersKen Usdin, Managing Director, Equity Research – U.S. Banks, Jefferies & Co., Inc.Moderator: Gary R. Bronstein, Partner, Kilpatrick Townsend & Stockton LLP

Hear what top analysts look for when investing in a bank, what challenges they see for the industry and specific opportunities they are following for 2012.

Sunday, January 29

4:05 p.m. - 5:05 p.m. Breakouts (select one)

5:30 p.m. - 6:30 p.m. Welcome Reception Sponsored by:

The Path to Recovery - Building Value in a Changing Environment

James J. McAlpin Jr., Partner, Bryan Cave LLPWalter G. Moeling IV, Partner, Bryan Cave LLP

This breakout will look at the evolving profitability trends in the banking industry and the drivers of those trends. Participants will also discuss the opportunities and challenges which bank management and boards of directors should be focusing on during the path to recovery of the industry.

Structuring a Deal in a Volatile Market and Ensuring Walk-Away Power

Rick Childs, Director, Assurance & Financial Advisory Services, Crowe Horwath LLP

Deal structure has never been trickier. What structures are working now and how do you structure your transaction to protect your shareholders? The market is volatile, and the economic outlook changes daily. What are the ways smart banks are doing deals in an uncertain environment?

M&A Best Practices - From Finding the Deal to Making it Real

Nichole Jordan, National Banking & Securities Industry Leader, Grant Thornton LLP

This session will take you on a tour of essential steps throughout the entire deal process. Learn what your institution can do to create an M&A strategy that fits with your institutions strengths; assess and analyze potential deals and their potential pitfalls; execute a thorough due diligence and merger integration process; and realize the benefits of a successful integration.

Banking M&A - Headwinds and Shifting Sands

Clifford S. Stanford, Counsel, Alston & Bird LLP

The changes wrought by the financial crisis and its aftermath continue to reverberate, and banking business models have yet to reach a "new normal." In an environment of continued slow growth and low interest rates, regulatory pressures and uncertainty, emerging technology paradigms and threats to the banking franchise from non-banks, and where traditional fee models have been changed forever, where are the opportunities emerging in the banking sector?

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Monday, January 30

7:00 a.m. - 8:00 a.m. Breakfast Sponsored by:

7:00 a.m. - 7:50 a.m. Regional Roundtables

Take advantage of a unique opportunity to discuss issues and growth challenges specific to your region and network with other bankers from your area during these informal breakfast roundtables. There will be four sets:• Northeast, sponsored by FinPro, Inc.• Southeast, sponsored by FIG Partners LLC• Midwest, sponsored by McGladrey• West Coast, sponsored by Manatt Phelps & Phillips LLP

7:50 a.m. - 8:05 a.m. Opening Remarks

Jack Milligan, Editor, Bank Director

8:05 a.m. - 8:55 a.m. State Of The Industry

John G. Duffy, Chairman & CEO, Keefe, Bruyette & Woods Inc.

An annual highlight! One of the financial services industry’s most well known advisers reviews the operating conditions for banks across the country to help you make more informed decisions on the strategic challenges ahead.

8:55 a.m. - 9:45 a.m. The New M&A Market: Can Buyers & Sellers Find The Perfect Balance For Constituencies?

Michael P. Daly, President & CEO, Berkshire BankWilliam F. Hickey, Principal, Sandler O’Neill + Partners, L.P.

Sellers must focus on valuation and liquidity of buyers. Buyers must realize opportunities that they bring to sellers. A well balanced deal should be a win-win.

9:45 a.m. - 10:00 a.m. Audience Response Survey Sponsored by:

Nichole Jordan, National Banking & Securities Industry Leader, Grant Thornton LLP

An audience favorite! We once again ask attendees to sort out the emerging trends in the banking industry. Don’t miss the chance to express your opinions through individual automated response keypads.

10:00 a.m. - 10:20 a.m. Refreshment Break Sponsored by:

10:15 a.m. - 12:05 p.m.

M&A Simulation (This workshop runs concurrent to the 10:20 and 11:15 a.m. breakout sessions listed on the next page.)

Kumi Baruffi, Partner, Graham & Dunn P.C. Richard D. Foggia, Managing Director, Financial Institutions Group, Commerce Street Capital LLCStephen M. Klein, Partner, Graham & Dunn P.C. C.K. Lee, Managing Director, Financial Institutions Group, Commerce Street Capital LLCCasey Nault, Partner, Graham & Dunn P.C. Dory A. Wiley, President & CEO, Commerce Street Capital LLC

To successfully negotiate a merger transaction, buyers and sellers must bridge the gap between a number of financial,legal, accounting and social challenges. Work side-by-side with industry experts in this interactive exercise where participants role-play as buyers and sellers in an attempt to negotiate a mutually beneficial merger transaction. The simulation replicates challenges that boards must overcome to facilitate a transaction in today’s tough environment. This session will be limited to 36 participants.

Monday, January 30

11:15 a.m. - 12:05 p.m. Breakouts II (select one)

10:20 a.m. - 11:10 a.m. Breakouts I (select one)

12:05 p.m. - 1:25 p.m.

Lunch Sponsored by:

What Bank Management and Boards Need to Know in 2012

John E. Freechack, Chair, Barack Ferrazzano Financial Institutions GroupAllen G. Laufenberg, Managing Director, Investment Banking, Stifel Nicolaus Weisel

This breakout continues the “Need to Know” series that has been a popular highlight at this conference for the past few years. Gain practical insight from two experienced bank advisers on what CEOs and directors will need to know to succeed in 2012 and beyond. From regulatory and legal matters to M&A and capital market trends, learn how to best position your organization to take advantage of changes.

Managing The M&A Process For Success In A Challenging Environment – A Practical Guide

John J. Gorman, Partner, Luse Gorman Pomerenk & Schick, P.C.Eric Luse, Partner, Luse Gorman Pomerenk & Schick, P.C.

This session will review board and management responsibilities in evaluating a deal. In addition, participants will analyze and discuss the impact of evolving regulatory standards of M&A transactions, the importance of due diligence, innovative deal structures and document drafting, strategies for achieving executive compensation objectives and new challenges with the SEC and in obtaining shareholder approval, including the new golden parachute vote.

ESOPs For Banks and Bank Holding Companies: The Tax-Exempt Stock Market

Michael A. Coffey, Managing Vice President, Corporate Capital Resources LLCW. William Gust, J.D., LLM, President, Corporate Capital Resources, LLC

The Internal Revenue Code treats ESOPs as tax-exempt single shareholders, which can purchase newly-issued or outstanding, bank or bank holding company shares using pre-tax plan contributions as well as untaxed dividends. An integrated strategy is the key to meetingboard and shareholder objectives: the successful ESOP is one which coordinates the design with the long term business succession plan, key executive compensation, stock valuation and employee benefit goals. This session reviews ESOP regulations, features of plan designs for the banking sector, and most importantly, strategic and creative applications of these plans for buying in shares or capitalization with pre-tax dollars.

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The Movement to Redefine Compensation, Cost and Control in the Era of Consolidation

William Flynt Gallagher, President, Meyer Chatfield Compensation Advisors

How do you define senior management compensation in the face of rapid-change regulations? Harder still, what’s the right response to best practices in the midst of industry consolidation? This breakout session presents a practical review of what every chief executive and director must know and do to stay grounded and proactive.

Community Bank Valuation: Moving Past the Crisis

Andrew K. Gibbs, SVP & Financial Institutions Group Leader, Mercer Capital

As community banks’ performance continues to improve from the lows experienced during the financial crisis, this session will look at factors that are presently contributing or that may contribute in the future to the valuation of community banks. The breakout will also consider transactions, such as employee stock ownership plans or share repurchases, that may be advisable in the current environment for community banks.

Credit Considerations in Bank M&A: Analyzing Credit Risk and Dealing with Problem Loan Assets

James J. Dougherty, Managing Director, Bayview Advisory Services, LLCBrett S. Evenson, Managing Director, Bayview Asset Management, LLC

Today’s challenging markets require a comprehensive approach to evaluating the credit risk in loan portfolios and dynamic strategies to deal with the underperforming loans contained in most acquired portfolios. This discussion will cover various loss estimation approaches developed for FDIC-assisted and private M&A transactions, and various strategies to employ to best deal with troubled or non-performing assets.

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Monday, January 30

1:25 p.m. - 2:15 p.m. The Evolution of Private Equity Participation in Bank Capitalization and Acquisitions

John Eggemeyer, President, Castle Creek Capital LLC Kenneth P. Slosser, Managing Director, FBR & Co.Bryan E. Sullivan, Senior Vice President, PIMCO

The field of private equity funds focusing on community banks has shrunk, creating a more competitive landscape.This panel will explore the state of private equity investment approaches today, including how the process has evolved, how the firms are setting their parameters for potential investments and where and what they are looking to invest in today’s market.

2:15 p.m. - 3:05 p.m. Keynote Address

F. Scott Dueser, Chairman, President & CEO, First Financial Bankshares Inc.

Having finished first in Bank Director’s 2010 Performance Scorecard and second in the 2011 report, Abilene, Texas-based First Financial Bankshares knows a thing or two about growing successfully. Hear how the bank’s management and board works together to focus its strategy and make effective decisions to achieve exemplary performance in a challenging environment. Take away practical and implementable “tricks of the trade” for your own institution.

3:05 p.m. - 3:25 p.m. Refreshment Break Sponsored by:

3:25 p.m. - 4:15 p.m. Point / Counterpoint Debate

Steven D. Hovde, President & CEO; Director of Investment Banking Operations, The Hovde GroupRonald H. Janis, Esq., Partner, Day Pitney LLPMark C. Kanaly, Partner, Alston & Bird LLPMichael T. Mayes, Managing Director, Raymond James & Associates Inc.

One of the most popular highlights of past conferences! Top investment bankers square off against attorneys to debate the merits of recent banking trends and what lies ahead.

4:15 p.m. - 5:05 p.m. L. William Seidman Lecture Series Sponsored by:

This session honors Bank Director magazine’s late publisher, L.William Seidman, whose wit and wisdom always entertained attendees. The third annual series will look at the state of capital and M&A from a regulatory perspective.

5:45 p.m. - 7:00 p.m. Cocktails Sponsored by:

7:00 p.m. - 8:30 p.m. Dinner Sponsored by:

8:30 p.m. - 9:30 p.m. Special Entertainment:The Evasons, renowned mentalist duo

A high-speed, interactive presentation that will captivate the audience and get everyone involved. ESP, Mind over Matter, Super Memory, Telepathy, Prediction and Levitation – prepare to be amazed!

“This conference provides management and bank boards with the information to understand growth and how to use those principles to

achieve profitability. A very worthwhile investment of time.”– Michael Morris, Chairman of the Board, Heritage Oaks Bank and 2011 Acquire or Be Acquired conference attendee

Tuesday, January 31

7:00 a.m. - 8:00 a.m. Breakfast Sponsored by:

7:00 a.m. - 8:25 a.m. Discussion Groups

Rise early for interactive discussion groups with banking experts and your banking peers. The discussion groups will be repeated two times so attendees can select two topics of interest. Topics will include: implementing a successful social media plan; finding profitable growth; overcoming buyer obstacles and more. Participants will receive a complete list of options at the event.

8:30 a.m. - 9:20 a.m. General Session: M&A Integration Challenges

Rick Bennett, Managing Partner, Bank Integration Practice, PricewaterhouseCoopers LLP

The session will focus on the unique operational, reporting and compliance issues associated with the acquisition of a bank. This will include examining the unique issues associated with acquiring a distressed bank as well as the data and operational challenges of merging two banking institutions. Main topics will include operations, credit, accounting and reporting, technology and compliance challenges.

9:20 a.m. - 10:10 a.m. Breakouts I (select one)

What Buyers Want–And How To Present Your Bank In The Most Favorable Light

Joseph Berry Jr., Managing Director Co-Head Depositories Group, Keefe, Bruyette & Woods, Inc.Scott Anderson, Managing Director Co-Head Depositories Group, Keefe, Bruyette & Woods, Inc.

What makes your bank attractive to acquirers? Beyond asset quality, what are the acquirers looking for? This session will talk about what a bank needs to have in order to sell at a premium.

FDIC-Assisted Deals: What Opportunities Remain?

Matthew F.X. Veneri, Principal, FIG Partners LLC

As the FDIC receivership process rolls on, what opportunities exist for those banks that are looking to enter this marketplace, and what modifications will those that have participated in the past need to make to be successful in the bid process?

Assessing Strategic Alternatives

Donald J. Musso, President, FinPro, Inc.

Which builds more shareholder value: raising capital, shrinking the balance sheet or selling? Would it be more beneficial to grow organically or acquire? Each financial institution is unique and has its own strategic issues, but the value propositions remain the same. Management and the board of directors must define specific critical issues and assess the impact of each strategic alternative to determine the most effective way to maximize value. This session will provide clarity to the analytical process via a decision tree methodology and framework.

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10:10 a.m. - 10:30 a.m. Refreshment Break Sponsored by:

Tuesday, January 31

11:25 a.m. - 12:15 p.m. Breakouts III (select one)

The Post-Durbin Path to Profitable Checking Accounts

Mike Branton, Partner, StrategyCorpsDave DeFazio, Partner, StrategyCorpsYour bank has thousands of unprofitable consumer checking accounts (40%-50% of total accounts). Durbin, other regulations and“guidance” are increasing this number. Blanket fee increases or punitive account requirements, like a minimum balance, won’t increase profitability. Plus, it risks angering your super profitable accounts (representing 80%-100% of portfolio profitability). This session highlights how to generate significant new fee income from unprofitable checking accounts and improve the retention of super profits by at least 10%, adding significant and immediate profit and creating value for your bank.

M&A—Keys to Successful Banking Today

Brett P. Barragate, Partner, Jones DayRalph F. MacDonald III, Partner, Jones DaySuccessful banking depends more on M&A in the current economic and regulatory environment. This discussion will focus on why M&A is critical; how to develop and implement a successful M&A strategy programs; the building blocks for M&A success; avoiding regulatory and governmental road blocks; and enhancing shareholder value with appropriate capital.

Risks and Rewards of New Businesses

Barak J. Sanford, Managing Director, Promontory Financial Group, LLCFaced with the unrelenting arithmetic of their income statements, an increasing number of community banks face the dilemma – “acquire or be acquired.” Yet some enterprising institutions are pursuing a third solution to the revenue puzzle by venturing into specialized lending, fee-based services and other new businesses. Done right, these businesses can provide the additional revenue and scale necessary to make continued independence viable. But the risks of such strategies are considerable, and many attempts end poorly, if not disastrously. This session will discuss the strategic, regulatory and financial risks and opportunities of pursuing this third option.

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10:30 a.m. - 11:20 a.m. Breakouts II (select one)

D&O Liability: What You Need to Know

Dennis Gustafson, SVP & Financial Institutions Practice Leader, AH&T InsuranceThis interactive breakout will provide a one-stop shop to help prepare you for your upcoming D&O renewal. The session will begin with a claim and litigation trends analysis focusing on exposures arising from M&A, regulatory actions, and even the recent U.S. credit downgrade and the resulting market drop. The focus will then transition to a data-centric approach to limits benchmarking to assist in the process of determining the appropriate D&O limits of liability. Lastly, participants will walk away with a top 10 list of coverage enhancements that you should be asking for.

What Should You Expect at Your Next Meeting?

John Siemann, Partner, Phoenix Advisory PartnersThis session will offer a brief look at the new proxy and corporate governance arena and provide answers to such questions as: What does the Dodd-Frank Act mean for me? How can companies survive the new activism? What can directors do to protect their boards?

Can You Still Get Paid When You Walk Out the Door?

Gordon M. Bava, Firm Co-Chair & Partner, Manatt Phelps & Phillips LLPJoshua A. Dean, Partner, Manatt Phelps & Phillips LLPCraig D. Miller, Partner & Co-Chair, Financial Services & Banking, Manatt Phelps & Phillips LLPLearn the latest on executive compensation exit packages while taking into account incentive compensation guidance, limitations on golden parachutes, clawbacks and shareholder feedback.

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12:15 p.m. Boxed Lunches

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1:00 p.m. Golf TournamentEnjoy the afternoon playing golf on one of the top courses in America. Remember, the golf tournament is limited to the first85 registered players, so sign up early to reserve your spot!

5:30 p.m. - 7:00 p.m. Closing Reception

Golf Tournament & Closing Reception

Sponsored by:

Conference Sponsors

Graham & Dunn PC is an industry-focused lawfirm based in Seattle, with a primary focus onthe financial services industry. With a client listof more than 50 financial institutions in theWest, the Graham & Dunn team offers breadthand depth of industry knowledge, and a proventrack record representing financial institutions.From operations to acquisitions, regulatory enforcement and compliance, SEC complianceand corporate governance, lending to litigation,and formation to financing, Graham & Dunnputs their knowledge, innovation, and credibilityto work to ensure that your business makes themost of its money.

Day Pitney LLP has approximately 350 attorneys located in nine offices in New Jersey,New York, Connecticut, Boston and Washington,D.C. The firm represents banks and bank holdingcompanies in bank regulatory matters, capitalraising, FDIC-assisted transactions and mergersand acquisitions. Day Pitney assists clients inM&A due diligence, including regulatorycompliance and BSA/AML issues; employeebenefits and executive compensation; intellectualproperty; real estate and environmental issues;securities law; and corporate fiduciary issues.The firm serves as SEC and regulatory compliance counsel to both banks and bankholding companies. It also serves as counsel toaudit committees and compensation committees.

FBR & Co. (Nasdaq:FBCM) provides investment banking, merger and acquisition advisory, institutional brokerage, and research services through its subsidiary FBRCapital Markets & Co. FBR focuses capital andfinancial expertise on the following industry sectors: consumer; diversified industrials; energy& natural resources; financial institutions; insurance; real estate; and technology, media &telecom. FBR Fund Advisers, Inc., a subsidiaryof FBR, provides clients with a range of investment choices through The FBR Funds, afamily of mutual funds. FBR is headquartered inthe Washington, D.C. metropolitan area with offices throughout the United States and inLondon.

Alston & Bird is an international law firm withmore than 800 attorneys providing a full rangeof services to domestic and international clientsconducting business around the world. The industry knowledge and regulatory capacity ofits 250 corporate, regulatory and policy attorneys bring critical value to client relationships. The BTI “Masters of the Deal”list, a survey of law firms’ corporate relationships, ranked Alston & Bird fifth amongU.S. law firms. Alston & Bird has been rankedon FORTUNE's “100 Best Companies to WorkFor” list for 12 consecutive years, includingplacement in the top 25 for seven consecutiveyears. The recognition speaks to the culture ofthe firm and the environment in which the firmpractices law.

Bryan Cave is an Am Law 100 law firm withover 1,100 lawyers and other professionalspracticing in a wide range of disciplines from 29 offices around the world. The members ofour financial institutions group have workedwith hundreds of banks, payment networks andbank card issuers across the country for manyyears, and offer clients a broad spectrum ofpractical experience and legal knowledge relating to every aspect of the financial servicesindustry. The group emphasizes hands-on experience, and includes numerous 25+ year veterans of banking law, former regulators, former bank officers, and CPAs who formerlyaudited banks. The group has recently been involved in significant private equity investmentsas well as open and closed bank M&A transactions. For many years, the group hasbeen ranked among the leading deal-makingbanking practices in the nation, as compiled bySNL and American Banker.

Austin Associates, LLC is a leading provider ofinvestment banking, financial management andconsulting services to community banks. AustinAssociates investment banking services includeboth buy-side and sell-side transactions, branch acquisitions/divestitures and FDIC-assistedtransactions. Austin Associates has consistentlyranked among the top investment banking firmsto community banks. Austin Associates also consults with financial institutions in strategicplanning, capital planning, regulatory consulting,asset/liability management, profitability analysissystems, loan pricing models, executive compensation programs, insurance and financialservices, risk management, compliance andEDP/technology solutions.

DLA Piper is a global law firm with 4,200lawyers in 30 countries and 76 offices throughout Asia Pacific, Europe, the MiddleEast and United States. The firm’s practice focuses on the core areas of corporate and finance, litigation and arbitration, real estateand real estate capital markets, regulatory andgovernment affairs, intellectual property andtechnology, and tax. Its unmatched global presence enables the firm to meet the ongoingneeds of its clients in the world’s key economic,technology, and governmental centers.

AH&T Insurance was founded in 1921 and isrecognized as one of the “100 Largest Brokersof U.S. Business” as ranked by Business Insurance magazine. The firm is a full service insurance brokerage, risk management, employee benefits, surety bond and retirementplanning services organization dedicated to providing innovative solutions globally for businesses and individuals. AH&T is employee-owned and one of the largest independent insurance brokerages in the nation, with officesin Virginia, D.C, Newark, New Jersey and Seattle, Washington. AH&T is a partner of theRiskProNet and TechAssure global broker networks.

FIG Partners, LLC is an employee-owned broker/ dealer specializing in bank and thriftstocks. The firm’s mission is to generate superiorreturns for both investors and community banksthrough integrated Research, Market Making,Capital Raising, Strategic Advisory, and Sales.FIG Partners was formed in 2003, believing thatan investment firm with independent research onbanks and thrifts, coupled with focused sales,market making, capital raising, and advisorycould add value to the marketplace. The group’scollective experience in larger firms gives it confidence that there is still a void for theseservices. The firm believes in listening to clientsfirst, then advising them on the best course ofaction, offering a different level of sinceritywhich it believes is often lost at large WallStreet firms.

Corporate Capital Resources, LLC, is an independent national consultancy specializing inbusiness succession strategies for closely-heldcorporations with revenues of $10 M to $10 B.The firm’s senior staff has an aggregate experience of over 60 years in the application of Employee Stock Ownership Plans as a component of internal business continuity plans.A hallmark of their designs is the coordinationof ESOP tax favors with governance requirements, returns to shareholders, key executive compensation and estate plans forsenior shareholders.

FinPro, Inc. was established in 1987 as amerger and acquisition and management consulting firm, specializing in the financial institutions industry. The firm is nationallyranked in mergers and acquisitions and is aproven leader in strategic planning, market feasibility, de novo bank formation, asset/liability management, enterprise risk managementand regulatory consulting. FinPro maintainsclose contact with the bank regulatory agencies.With a combination of its regulatory expertiseand entrepreneurial solutions, FinPro provides strategies to maximize value while workingwithin the regulatory framework. FinPro principalsteach M&A classes at various banking schoolsand are frequent speakers at financial institutionand regulatory conferences.

Barack Ferrazzano is a law firm with a strongfocus on the financial services industry, with experience addressing the entire spectrum of issues confronted by a financial institution. Thefirm’s Financial Institutions Group has represented over 250 financial institutionsacross the country in recent years and has consistently ranked as one of the top law firmsin the nation in number of announced bank andthrift merger and acquisition transactions. Inaddition to our strong transactional practice, theFinancial Institutions Group has national experience in regulatory and troubled bank issues,debt and equity financings, recapitalizations, de novo bank formations, financial products andservices, as well as an extensive executive compensation and employee benefits practicewith a focus on the unique needs of financial institutions. Our experience allows us to help fashion creative solutions for our clients, with an emphasis on relationships, service and stability.

Beecher Carlson is an insurance brokerage andrisk management consulting firm that strives to develop new and better technologies that support business requirements and drive operational excellence. Beecher Carlson identifies and quantifies the factors bearing onhow each decision will affect your business. Theresult is evidence-based information regardingthe causes of risk within your organization andfor your executives. Beecher Carlson is a privately held company with its corporate officein Atlanta, GA. Beecher Carlson also maintainsoffices throughout the United States and inBermuda.

Grant Thornton LLP is the U.S. member firmof Grant Thornton International, one of the sixglobal accounting, tax and business advisory organizations. Through its 52 offices in theUnited States, its partners provide personalizedattention and the highest quality service to public and private clients, including more than1,400 clients in the Financial Services industry.Each spring, the firm publishes the Bank Executive Survey. Its other Financial Servicesindustry publications include Currency, CorporateGovernor, Financial Bulletin, SecuritiesAdviser and Regulatory Update.

Commerce Street Capital, LLC (“CSC”), is aprivate investment banking firm headquarteredin Dallas, Texas. Founded in October 2007 andled by veterans of the banking industry, CSCspecializes in investment banking services (mergers and acquisitions, valuations and regulatory issue advising) and bank development(onsite consulting and management of capitalraising, market assessments, application development, board of director placement). Thefirm provides tailored solutions for all or part ofa financial institution’s business lifecycle.

Crowe Horwath LLP is one of the largest publicaccounting and consulting firms in the UnitedStates. Under its core purpose of “Building Valuewith Values®,” Crowe assists public and privatecompany clients in reaching their goals throughaudit, tax, advisory, risk, and performance services. With 26 offices and 2,400 personnel,Crowe is recognized by many organizations asone of the country's best places to work. Croweserves clients worldwide as an independent member of Crowe Horwath International, one of the largest networks in the world, consistingof more than 140 independent accounting andmanagement consulting firms with offices inmore than 400 cities around the world.

Bayview Asset Management LLC is a fully integrated mortgage investment, special servicing and advisory firm with expertise in the analysis and management of distressed andperforming mortgage assets. Bayview has beenengaged to assist banks and other institutions inover 60 FDIC-assisted and open bank M&Atransactions since 2009 ranging in size from$200 million to $45 billion. Services include expert valuation/advisory services, top-ratedcommercial and residential special servicing including FDIC-loss share compliant asset management and reporting. Bayview also helpsbanks strengthen their existing mortgage portfolios by offering quality performing assetsfor sale or exchange, and unique solutions fornon-performing loan problems including the purchase of distressed mortgage portfolios.

Being successful in today’s financial arenameans being flexible to the ever-changing demands and preferences of your account holders. With Deluxe Financial Services,you’ll find the programs and services you needto meet those demands, drive revenue, and create meaningful, long-lasting relationshipswith your customers. Deluxe provides financialinstitutions measurable solutions for increasingnon-interest income, targeting customers, acquiring and on-boarding accountholders, enhancing customer experiences, managingcompliance and tracking success. To learnmore visit www.deluxe.com/connect today.

Griffin Financial Group is an investment bankwhich assists financial institutions in understandingtheir strategic and financial alternatives in a rapidly changing environment, raising capital andin buying and selling banks and related businesses.Griffin understands a financial institution’s needsfrom the perspective of bank executives andboard members. Many of the firm’s professionalsare former senior executive officers of both largeand small depository institutions with hands-ongovernance, operating and transactional experience. In addition, the firm’s in-house financialaccounting and tax capabilities are unique amonginvestment banks specializing in the financial institutions sector.

The Hovde Group is a leading U.S. financialadvisory group that provides a full-service suiteof investment banking, capital markets and financial advisory services focused exclusivelyon the banking & thrift industry. As a leadingspecialist in the banking sector for over 25years, The Hovde Group consistently ranksamong the top firms in mergers and acquisitionsand capital markets transactions for U.S.-based bank and thrift institutions. The Firm’sexpertise extends to a wide range of strategicM&A transactions, including asset purchasesand dispositions, restructurings, recapitalizationsand reorganizations, mergers, branch divestitures,FDIC acquisitions, and other strategic affiliations and transactions.

Conference Sponsors

Sheshunoff & Co. Investment Banking, a premier community bank financial advisor, hasacted as financial advisor in more than 250transactions. Sheshunoff has helped institutions nationwide optimize shareholder wealth withmerger and acquisition advisory services, valuations, capital restructuring, and strategicoptions assessment for more than 30 years. Itsprofessionals are dedicated to providing integritydriven services. Sheshunoff knows communitybanking better than anyone.

Stifel Nicolaus Weisel is the premier middlemarket investment bank in the United States. The firm’s Institutional Group provides top ratedresearch, investment banking and other capitalmarkets services to banks and other middle market companies. The Firm’s wealth management groups handle in excess of $110billion in client assets. With over 5000 employees,Stifel Nicolaus focuses on creative, idea-driven solutions tailored to meet each financial institution’s specific goals. Stifel Nicolaus’ holding company, Stifel Financial, is publiclytraded on the New York Stock Exchange underthe symbol “SF.”

Stinson Morrison Hecker LLP is a 330-attorney law firm, focusing in many legal areaswith an emphasis in representing financial institutions. The firm maintains offices throughout the Midwest, as well as Phoenix, and Washington D.C. The firm has experience inmany aspects of the financial services industry including acquisition of assets and deposits offailed banks, commercial lending, creditors' rightsand bankruptcy, mergers and acquisitions, andregulatory enforcement actions, among others.

Raymond James & Associates, Inc. is one ofthe nation’s largest full-service investment firmsand operates nationwide through over 5,400 financial advisors. Client assets under management exceed $278 billion. The firmmakes active markets and provides equity research on over 1,000 publicly-traded companies. The Financial Services Group specializes in serving banks, bank holding companies and thrift institutions in underwritten public offerings, private placements, mergers and acquisitions, takeoverdefenses and fairness opinions.

Sandler O’Neill + Partners, L.P. is a leading investment banking firm and registered broker-dealer focused on the financial services sector.The firm provides the full suite of investmentbanking services, including advisory, capitalmarkets, fixed income and equity trading andsales, mortgage finance, balance sheet management and research services to financial institutions and their investors. Sandler O’Neillwas founded in 1988 as an alternative to largeWall Street firms, and today, about 330 partners and employees work at the firm. Each year Sandler O’Neill is a leader in M&Aadvisory and capital raising for financial companies.

StrategyCorps works with hundreds of financialinstitutions designing consumer checking line-upsthat are simpler and more profitable, and more relevant and appealing to their customers. Thefirm’s CheckingScore® and MaxChecking® solutions are the best performing checking strategies in the marketplace. Combining precisionprofit analysis with tailored, relationship-buildingaccounts that generate $60-$100 of new fee income annually per account, your thousands ofunprofitable accounts will be cured and your profitable ones more protected. Plus your line-upwill be simplified and upgraded to attract morenew customers. StrategyCorps is the go-to company for all things related to checking in apost-Durbin world.

Sterne Agee & Leach, Inc. is a full-service investment banking firm with offices located in23 states across the country. The firm’s investment banking group assists financial institutions with mergers and acquisitions, financial advisory and capital raising. Additionally,the firm provides fixed income and equity salesand trading, balance sheet management and research services to financial institutions andtheir investors. Sterne Agee has been providingits clients with superior financial products, services and advice since its founding in 1901.As a privately-owned firm, Sterne Agee is able to offer its clients all the advantages of a full-service investment bank while maintaining ahigh level of flexibility, personal attention andstability.

Meyer-Chatfield, the leading BOLI resourcefor America's financial institutions, has beenhelping banks develop innovative and secureBOLI investment strategies since 1992. Thefirm provides a wide array of services. With itsown dedicated BOLI administration affiliate,Meyer-Chatfield can offer a truly integrated approach that provides banks with unique benefits. Meyer-Chatfield is the only BOLIprovider that guarantees lifetime servicing ofall its BOLI policies at no additional cost to thebank client. In addition, its in-house servicerepresentatives and consultants enable Meyer-Chatfield to provide banks an unprecedentedlevel of service and support. Meyer-Chatfieldalso has a dedicated compensation consultingaffiliate that focuses on helping bank clients attract, motivate and retain critical personnel,primarily through the proper design and use of performance based compensation plans.

ROTH Capital Partners, LLC (ROTH), is a relationship-driven investment bank focused onidentifying opportunities for institutional investors in U.S.-listed equity securities of companies based in the U.S. and China. Headquartered in Newport Beach, CA, with offices throughout the U.S., Hong Kong and aShanghai Representative Office, the employee-owned firm provides analytical research, trading, capital raising, and business combinationadvisory services. ROTH seeks to implement innovative financing strategies to efficientlymeet the liquidity and valuation requirements ofboth its corporate and institutional investorclients.

Luse Gorman is a Washington, D.C–based lawfirm specializing in representing communitybanks, savings banks, and other financial services providers. A significant part of itspractice involves advising public and privatelyheld clients on mergers and acquisitions, capitalraising transactions, corporate reorganizations,executive compensation and employee benefits,and regulatory compliance and enforcementmatters before the federal and state bankingagencies. Luse Gorman is recognized as a national leader in advising community banks onequity offerings and mergers and acquisitions,and the firm has consistently ranked in the Top10 law firms nationally in representing banks,savings banks and their holding companies on mergers and acquisitions and stock offerings.

Keefe, Bruyette & Woods (KBW) is the largestfull-service investment bank that specializes exclusively in the financial services sector. Foundedin 1962, KBW is recognized as a leading authorityon financial services companies. KBW's focus includes banking companies, insurance companies,broker/ dealers, mortgage banks, asset management companies, and specialty financefirms. The firm has established industry-leadingpositions in the areas of research, corporate finance, mergers and acquisitions, and sales andtrading for financial services companies.

Mercer Capital is one of the largest independentbusiness valuation and financial advisory services firms in the nation. Its ability to understand and determine the value of a financial institution is the cornerstone of thefirm’s services and has been its core expertisesince its founding. The firm’s financial institution valuation services include: Bank and Financial Institution Valuation; Bank ESOPValuations; Valuation for Financial Reporting; Goodwill Impairment Testing; Valuation for Tax Compliance; Transaction Advisory Consulting; Loan Portfolio Valuation;and Capital Raising Consulting. Mercer Capitalhas years of experience assisting financial institutions with significant corporate valuation, transactions, and other strategic decisions. Mercer Capital has provided hundredsof sound, well-documented financial analyses andvaluation opinions for financial institutions largeand small. In addition, the firm has a wealth oftransaction experience helping clients with over100 mergers, acquisitions, recapitalizations, andother substantial transactions.

Manatt, Phelps & Phillips represents a widerange of clients—from Fortune 1000 to middle-market to emerging companies across arange of practice areas and industry sectors.Founded in 1965 to represent communitybanks and savings and loans, Manatt has counseled more than 300 financial institutionsacross the nation and abroad over the past several decades. With offices in California,New York, and Washington, D.C., Manatt is recognized as one of the leading financial services law firms in the United States.

Jones Day is a global law firm with 15 U.S. offices and 20 foreign offices. We represent financial institutions that are global to local insize, including banks, holding companies, investment banks, PE and hedge funds, institutional investors, broker-dealers and investment advisors. Our services include capital raising securities and investments; M&A;corporate governance, regulatory and Dodd-Frankcompliance and enforcement; litigation, includingM&A, securities, derivatives and mortgages; andlending and commercial finance.

Phoenix Advisory Partners is a corporate governance consulting and proxy solicitationfirm. The firm provides year-round corporategovernance consultation and advisory servicesto all its clients, including full service traditional proxy solicitation, bank and thrift conversion solicitations, mergers & acquisitions, tender offers, information agent services, shareholder activism advisory services, and proxy contests.

Promontory is a leading strategy, risk management and regulatory compliance consulting firm for the financial services industry. Led by Eugene A. Ludwig, formerU.S. Comptroller of the Currency, Promontory’sprofessionals have deep and varied expertisegained through decades of experience as seniorleaders of regulatory bodies, financial institutions and Fortune 100 corporations.From 14 offices in North America, Europe,Asia, Australia and the Middle East, Promontory assists clients in more than 50countries on six continents in meeting regulatory requirements; creating sound, sustainable strategic plans and governancestructures; strengthening credit and other riskcontrols; analyzing capital and liquidity needs;designing and implementing restructuringmechanisms; acquiring new bank charters; andconducting investigations and forensic reviews.

PricewaterhouseCoopers provides industry-focused assurance, tax and advisory services to build public trust and enhance value for itsclients and their stakeholders. More than163,000 people in 151 countries across its network share their thinking, experience and solutions to develop fresh perspectives and practical advice. “PricewaterhouseCoopers” and “PwC” refer to the network of memberfirms of PricewaterhouseCoopers InternationalLimited (PwCIL). Each member firm is a separate legal entity and does not act as agent of PwCIL or any other member firm.

Morrison & Foerster is an international firmwith more than 1,000 lawyers across 15 officesin the U.S., Europe, and Asia. The firm is dedicated to providing clients, which includesome of the largest financial institutions, Fortune 100 companies, and technology andlife science companies, with legendary service.Clients rely on Morrison & Foerster attorneysfor innovative and business-minded solutions.The firm has been included on The AmericanLawyer's A-List for eight straight years, andFortune named Morrison & Foerster one of the "100 Best Companies to Work For."

Kilpatrick Townsend & Stockton LLP is a full-service law firm with nearly 650 attorneys. Thelawyers in our financial services practice grouprepresent banks and other financial institutionson a wide variety of matters. We offer a greatdepth of knowledge and experience in the areasof employee benefits and director and executivecompensation, mergers and acquisitions, equity and debt offerings, holding company reorganizations, enforcement and director/officer liability matters, consumer law issues, financial privacy and electronic banking. Ourlawyers understand the business impact of ourclients' legal matters and work with them to develop solution-oriented approaches.

McGladrey's Depository Institutions Groupoffers deep understanding of the challenges andcomplexities financial institutions face. Our team serves more than 2,000 financial institutions nationwide making this one of the largest industries we serve as a firm.Our industry-specific expertise enables us to provide you bank wide operational reviews, loan reviews, regulatory compliance, internal audits, information technology solutions (includingtechnology intrusions monitory and infrastructure assessments), mergers and acquisitions, tax consulting, regulatory enforcement action assistance, valuations, andcompensation strategies that are unique toyour bank.Whether you are considering an acquisition, mitigating risk or enhancing business performance, visit McGladrey at www.mcgladrey.com/banks for more information.

❑ I am an attorney, and need Continuing Legal Education Credits for this event in the following states:State CLE Accreditation for each conference is based on individual attendee requests. Credit hours may vary by state. Credit hours are not guaranteed. All CLE requests must be received prior to the event. Please contact Misty Cotten at (615) 777-8463 or mcotten@bankdirector.com.

❑ I am an accountant, and need Continuing Professional Education Credits for this event.DirectorCorps, Inc., the parent company of Bank Director, is registered with the National State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. Visit our website for more information on CPE learning objectives, program levels, prerequisites, recommended credits, and complaint resolutions.

Individual Rate❑ Early Rate $1,395 (Rate Expires November 30, 2011) ❑ Standard Rate $1,545

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❑ Early Rate $1,245 (Rate Expires November 30, 2011) ❑ Standard Rate $1,345*Payment must be received by offer expiration date to get special rate.

❑Non-Banker Rate$2,500 (This fee applies to attendees who are not officers or directors of a depository financial institution, such as investment bankers, attorneys, accounting firms,

and other vendors and service providers.)

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❑ Enroll my guest in Tuesday’s Golf Outing (Additional $175)Guest’s Handicap: ❑ My guest needs rental clubs. ❑ Right ❑ Left (Rental clubs are at guest’s expense.)

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