Today’s Date



LONG FORM CLIENT QUESTIONNAIRE

GENERAL INFORMATION

Today’s Date: _____________________

Names: C1________________________________________________________

C2________________________________________________________

Notes / Summary:

| | |

|INDIVIDUAL |RISK TOLERANCE |

|Retirement Planning |Level: __________ |

|Estate Planning (FP) |Retired: ( Yes ( No |

|Separate Assets (FP) |Personal Trust: ( Yes ( No |

|Disability (FP) | |

|Long Term Care (FP) |POSSIBLE ALLOCATION: |

|Educational Planning (FP) |Stocks: |

|Alternative Investments (SIQ) |Bonds: |

|Concentrated Stock Management (SIQ) |Alternatives: |

|Rule 144/145 (SIQ) |Annuity: |

|Employee Stock Options (SIQ) |Life Insurance: |

|Retirement Plan Distribution (SIQ) |Cash: |

|Roth IRA Conversion (SIQ) |Other: |

|Private Finance (MLBank) | |

|Financial Planning (SIQ) |OUTSIDE PROFESSIONAL SERVICES |

|Other |Estate Planning Attorney |

| |CPA |

|BUSINESS |Other |

|Business Lending (FP) | |

|Employee Benefits (FP & SIQ) | |

|Employee Financial Planning | |

|Working Capital Management Account (FP) | |

|Business Insurance (FP) | |

|Succession Planning (FP) | |

|Investment Banking: Concentrated Stock, Mergers, Acquisitions, | |

|IPO (FP & SIQ) | |

GENERAL ACCOUNT OPENING INFORMATION (p 1 of 4)

Today’s Date: _____________________

Names: Client 1: _________________________________________________________

Client 2: _________________________________________________________

Home Phone: _______________________________________

Residential Address: ______________________________________________________

_______________________________________________________

Years at Residence: ____________ Own: _______ Rent: _______

Mailing Address: _________________________________________________

(If different)

_________________________________________________

Email Address: _____________________________________________________

US Citizen(s): Client 1: Yes No Client 2: Yes No

If No, country of origin and passport numbers:

Marital Status: Married Single Widow(er)

(If Widow(er), see Attachment I)

Children: Names + Gender + Age + DOB + SS# + Funds Set Aside

Grandchildren: Names + Gender + Age + DOB + SS# + Funds Set Aside

GENERAL ACCOUNT OPENING INFORMATION (p 2 of 4)

Occupational Information:

Client 1___________________________________________________________

Profession + Company Name + Years of Service

Control Person/Insider: Yes No Name/Stock Symbol:

Salary: $___________________

Business Address: ____________________________________________

____________________________________________

Phone: ___________________________________

Client 2___________________________________________________________

Profession + Company Name + Years of Service

Control Person/Insider: Yes No Name/Stock Symbol:

Salary: $___________________

Business Address: ____________________________________________

____________________________________________

Phone: ___________________________________

General Information:

Year you began investing: Client 1: ________________ Client 2: _________________

Net Worth (excluding primary residence): $______________________________

Birthdays & Age Today: Client 1: __________________ Client 2: _________________

Social Security #: Client 1: ____________________ Client 2: ____________________

Other Brokerage Firms: ____________________________________________________

Bank Name: ____________________________________ Branch: __________________

GENERAL ACCOUNT OPENING INFORMATION (p 3 of 4)

Trusts

Trust Title 1: ______________________________________________________

Structure (Circle One): Living Trust Profit Sharing Plan Defined Benefit Plan

FLP Other: ___________________________________

Type (Circle One): Revocable Irrevocable

Social Security or TIN#: ____________________________________________

Date Trust Established: ______________________________________________

Trust Title 2: ______________________________________________________

Structure (Circle One): Living Trust Profit Sharing Plan Defined Benefit Plan

FLP Other: ___________________________________

Type (Circle One): Revocable Irrevocable

Social Security or TIN#: ____________________________________________

Date Trust Established: ______________________________________________

Trust Title 3: ______________________________________________________

Structure (Circle One): Living Trust Profit Sharing Plan Defined Benefit Plan

FLP Other: ___________________________________

Type (Circle One): Revocable Irrevocable

Social Security or TIN#: _____________________________________________

Date Trust Established: _____________________________________________

GENERAL ACCOUNT OPENING INFORMATION (p 4 of 4)

Other

Patriot Act Required Information:

Domestic International

Anticipated INCOMING wires per year: 50 50

Anticipated dollar value per year: 100K 100K

Anticipated OUTGOING Wires per year: 50 50

Anticipated dollar value per year: 100K 100K

Enhanced Due Diligence: Client does not meet any of the criteria(, Other

Trade Type: Margin, Cash(, Flexible Credit

Account Risk Factor: Conservative, Moderate(, Aggressive

Investment Objectives: Income, Growth, Total Return(

Dividend/Interest Usage: Hold(, Monthly, Dividends as Credited

Disclose Name and Address: No

Product Experience: Mutual Funds(, Bonds(, Cash(, Equities(, Options,

None, Limited Partnerships, Futures

Trading Experience: Cash(, Margin, None

Trading Frequency: Seldom, Moderate(, Active

FINANCIAL CONCERNS (P1)

What would you like your investments to achieve?

31% Family Stewards—taking care of family (college, caring for elderly, estate planning), conservative

It seems your family’s well-being is your primary concern. We are going to create a portfolio that’s focused on your family, that’s really going to take care of them in the long term.

17% Independents—personal autonomy/freedom—dream house, trips, early retirement

It is really important for you to have your investment resources in the bank to make sure you have the freedom to do whatever you want. My job is to help you have that freedom.

FINANCIAL CONCERNS (P2)

When you think about your money, what concerns, needs or feelings come to mind?

6% Accumulators—driven to accumulating more assets, performance oriented, very involved

It seems to me that you are very astute about money. You know how to save it, and how to make it grow. I enjoy working with clients like you, and I’m going to do my best to make sure we create an investment strategy to make the most money possible.

8% Moguls—value money for the power/friendships it gives them, control is primary concern, decisive

I feel that you should be in complete control. My job is to make sure that you have the best advice and information in order to make the big decisions.

7% VIPs—status oriented, like to be recognized and acknowledged, material possessions, what money can do for me?

It’s important that you know we work with some of the biggest names in the investment management industry. People who are at the same level as you. People who know and understand the appropriate investments for someone in your position.

FINANCIAL CONCERNS (P3)

How involved do you like to be in the investment process?

11% Phobics—dislike investing, scared and intimidated, burdened

I get the feeling you are not comfortable with investing. But that’s OK because I am, and I’m going to do my best to make sure that your goals are met, so that you do not have to worry.

5% Gambler—relish process of investing, knowledgeable, involved, high-risk tolerance

Investing is exciting for you, just like it is for me. I love everything about investing. Whether it’s finding a great stock, watching CEOs on CNBC or doing research on financials. Together, we can make sure we keep up with all of the events going on.

4% Innovator—love investing for intellectual challenge, technically savvy, sophisticated

You have a great deal of knowledge about investing, and it is very important to you to use state-of-the-art investment approaches. That’s precisely what my firm and I, in particular, specialize in.

FINANCIAL CONCERNS (P4)

How important is confidentiality of your financial affairs?

8% Anonymous—confidentially is dominant concern, prize privacy

You operate similarly to the way I work with my clients. My key concern is that confidential information stays confidential. When we work together, you can rest assured that confidentiality is on of my highest priorities.

RISK TOLERANCE EVALUATION

Which of the following five statements is most true about the way you wish to invest your assets to achieve your goals?:

a) Safety of principle is my primary concern (1)

b) My investments should be relatively safe and emphasize current income (3)

c) I can handle moderate risk with my primary goal of generating current income, but with some growth (5)

d) I want to emphasize growth over time and can accept risk, but with some current income (7)

e) I want substantial growth and am willing to accept considerable risk (9)

I understand that the value of my portfolio will fluctuate over time. The maximum loss of my asset value that I can handle in any one-year period is…

a) 5% (1)

b) 10% (5)

c) 15% (7)

d) 20% (9)

Consider the following two hypothetical investments: 1) A money market with an average annual return of 5%, and 2) An Aggressive Stock Portfolio with an average annual return of 15% with a potential loss of 40% or more in any year. Of the following five possibilities, how would you choose to invest your money between a Money Market and an Aggressive Stock Portfolio to meet your goals?:

a) 100% in a Money Market and 0% in an Aggressive Stock Portfolio (1)

b) 80% in a Money Market and 20% in an Aggressive Stock Portfolio (3)

c) 50% in a Money Market and 50% in an Aggressive Stock Portfolio (5)

d) 20% in a Money Market and 80% in an Aggressive Stock Portfolio (7)

e) 0% in a Money Market and 100% in an Aggressive Stock Portfolio (9)

Future obligations are very important in determining the level of risk that you can undertake. Considering this, please indicate which of the four statements below is most accurate. If necessary…

a) I anticipate selling all of my investments to meet these obligations (1)

b) I anticipate selling some of my investments to meet these obligations (3)

c) I anticipate selling other investments to meet these obligations (7)

d) I anticipate meeting these obligations from other current income outside of these assets (9)

When is the earliest you anticipate needing all or a substantial portion of your assets? (Three choices):

a) Three years (1)

b) Five years (5)

c) Seven or more years (9)

RISK TOLERANCE CONCLUSION

Category 1:

1. Fixed income

2. 1-5 year maturities

3. Approximate 3-year average maturity

Category II:

1. Fixed income

2. 6-10 year maturities

3. Approximate 7-9 year average maturity

Category III:

1. Balanced: More bonds than stocks

2. Low volatility

3. Large capitalization stocks

4. Individual bonds maturing in 11 to 15 years

Category IV:

1. Balanced: More stocks than bonds

2. Low volatility

3. Large capitalization stocks

4. Individual bonds maturing in 16 to 20 years

Category V:

1. Primarily stocks

2. Large & mid capitalization stocks

3. Beta no higher than 1.1

4. S&P 500 volatility

5. Individual bonds maturing 21 to 30 years

Category VI:

1. Primarily stocks

2. Domestic large, mid, small capitalization stock mix

3. Domestic beta no higher than 1.2

4. Global large capitalization growth, established countries only

5. Bond less than BBB quality (relatively low volatility for low quality bonds)

Category VII:

1. Primarily stocks

2. Domestic small capitalization stocks

3. Domestic sector funds, country funds and underdeveloped country funds

4. Domestic beta higher than 1.2

5. International emerging countries

6. Any portfolio without diversification

7. Bonds of less that BBB quality (higher volatility)

INVESTMENTS (P1)

If the client has all his financial documents, then these questions may not be necessary. Skip to Real Estate section.

Do you own any Annuities?

C1:

C2:

Do you have an Employer Sponsored Pension/ Defined Benefit Plan? (If yes, see Attachment II)

How much are you contributing annually to your retirement plans? Is your employer matching contributions?

C1:

C2:

Do you have any Rollovers (Qualified Plans—e.g. 401k) that you are NO longer contributing to, but have not yet converted to an IRA or Roth IRA?

C1:

C2:

Do you own Employee Stock Options, Shadow Stock, SAR’s (Stock w/Appreciation Rights, Supplemental Options or Restricted Stock? (If yes, see Attachment III)

Do you own stock that represents more than 10% of your total investment assets?

Do you own any Direct Investments (Limited Partnerships)?

Do you own Alternative Investments such as Hedge Funds, Private Equity, Exchange Funds or Managed Futures?

INVESTMENTS (P2)

Do you have Receivables? (Notes/mortgages owed you)

Do you own Hard Assets? (Precious metals)

Do you own a Business? If yes, what is its value? (Sale price today less debt & taxes)

Excluding Real Estate, do you own any other investment assets?

Do you have any Securities-Based Debt?

Do you have a Margin Loan Balance?

What is your estimated Net Worth?

Do you expect to make additions or withdrawals to/from your accounts in the next five years?

| |Additions |Withdrawals |

|Portfolio Assets | | |

|C1: Retirement Assets | | |

|C2: Retirement Assets | | |

REAL ESTATE

Primary Residence:

Market Value: $__________ Mortgage Balance: $__________

Type of Mortgage: Fixed Fixed-to-Adjustable* Adjustable

*Adjustable period begins: ____/____(month/year)

Current Mortgage Rate: ______%

Years at Residence:

Monthly Payments Remaining: _______ Months Years

Holding Period: _______ Months Years

Home Equity Loan: Y N Amount: $__________ Lender:

Secondary Residence:

Market Value: $__________ Mortgage Balance: $__________

Type of Mortgage: Fixed Fixed-to-Adjustable* Adjustable

*Adjustable period begins: ____/____(month/year)

Current Mortgage Rate: ______%

Monthly Payments Remaining: _______ Months Years

Holding Period: _______ Months Years

Home Equity Loan: Y N Amount: $__________ Lender:

Rental Properties:

Address ID: Residential Commercial Raw Land

Market Value: Loan Balance: Taxable Income:

Fund retirement?: ( Yes ( No Sell Year: _______ ( Don’t know

Address ID: Residential Commercial Raw Land

Market Value: Loan Balance: Taxable Income:

Fund retirement?: ( Yes ( No Sell Year: _______ ( Don’t know

Address ID: Residential Commercial Raw Land

Market Value: Loan Balance: Taxable Income:

Fund retirement?: ( Yes ( No Sell Year: _______ ( Don’t know

Address ID: Residential Commercial Raw Land

Market Value: Loan Balance: Taxable Income:

Fund retirement?: ( Yes ( No Sell Year: _______ ( Don’t know

ESTATE PLANNING

Do you have a will(s)?

Do you have a living trust? Other Trusts?

Does your will(s) or living trust have an A/B Trust?

(If married) Have either of you been previously married?

If so, do you have separate assets?

Who is your primary estate-planning advisor? (Name, Firm, Phone)

Lawyer:

Have you filed a gift tax return in any prior tax year? (If yes, see Attachment IV)

If you were to predecease your spouse, would certain assets pass to individuals other than your spouse under the conditions of your wills/trust/other agreements? (If yes, see Attachment IV)

INSURANCE

Do you have Life Insurance? (If yes, see Attachment V)

Do you have Survivorship (2nd to Die) Insurance?

Institution: _____________________________________________

Insured: Both C1 & C2 Statement: ( Yes ( No

Owner: Trust Other:

Beneficiary: Children Charity Other:

Face Amount: _____________

PERSONAL ASSETS/ LIABILITIES

Automobiles:

Auto Loan Balance:

Personal Property (jewelry, furniture, appliances, clothing):

Unsecured Personal Debt (credit card debt):

DISABILITY/HEALTH CARE BENEFITS

Long-Term Disability Income Coverage? (If yes, see Attachment VI)

Long-Term Care Insurance? (If yes, see Attachment VI)

TAX INFORMATION (If yes to any questions, see Attachment VII)

Flexible-Benefit (Medical Savings) Plan:

Alimony Paid:

Who is your tax advisor? (Name, Firm, Phone)

CPA/Tax Advisor:

SOURCES OF INCOME

PRE-RETIREES

Gross Salary & Bonus:

C1:

C2:

Net Self Employment (After Business Expenses):

C1:

C2:

Eligible to receive Social Security:

C1:

C2:

Do you know what you will receive & at what age?

C1:

C2:

RETIREES

Pension:

C1:

C2:

Social Security:

C1:

C2:

OTHER

Alimony Income Received:

C1:

C2:

Roth IRA Conversion Income (Amount Reportable This Year):

C1:

C2:

Anticipated additional income/expenses during your retirement years

C1:

C2:

GOALS

PR: How much do you plan to save monthly? (excluding dividends, interest income and retirement plan contributions)

PR: When would you like to retire or become financially independent?

C1:

C2:

PR: How much spendable income, after income taxes, will you need in retirement? (In today’s dollars)

R: How much are you spending, after income taxes, to support your retirement lifestyle?

PR/R: In the event of your death, what income would it take for your family to remain at the same standard of living (after taxes, today’s dollar)?

C1:

C2:

Would this income change sometime in the future (e.g. after mortgage is paid?)

C1:

C2:

PR/R: Are you expecting an inheritance?

ATTACHMENT I

WIDOW(ER)

Information on Deceased

First Name:

Date of Birth:

Date of Death:

Social Security Eligible: Yes No

Social Security Benefit Amount: $ ______ per mo. @ age 65

(or)

Annual Earnings at Death: $

ATTACHMENT II

EMPLOYER SPONSORED PENSION/ DEFINED BENEFIT PLAN

Employer Sponsored Pension Plan (Defined Benefit Plan)?

(Benefit amount in today’s dollars based on your current salary)

|Y N |Y N |

|$ __________ per mo. @ age __________ |$ __________ per mo. @ age __________ |

|COLA? Y N |COLA? Y N |

|Death Benefit? Y N |Death Benefit? Y N |

|$ __________ per mo. @ age __________ |$ __________ per mo. @ age __________ |

|If lump sum, enter as Life Insurance |If lump sum, enter as Life Insurance |

Eligible for a pension from a previous employer?

(Benefit amount in today’s dollars based on your current salary)

|Y N |Y N |

|$ __________ per mo. @ age __________ |$ __________ per mo. @ age __________ |

|COLA? Y N |COLA? Y N |

|Death Benefit? Y N |Death Benefit? Y N |

|$ __________ per mo. @ age __________ |$ __________ per mo. @ a If lump sum, enter If lump sum, enter as|

|If lump sum, enter as Life Insurance |Life Insurance |

ATTACHMENT III

INCENTIVE COMPENSATION AWARDS

Employee Stock Options Bargain Element. The bargain element is the number of shares multiplied by the current market price minus exercise price. Any shares not in the money should not be included.

| |Client 1 |Client 2 |

| |Bargain Element |Bargain Element |

|Type of Option |VESTED |NONVESTED |VESTED |NONVESTED |

|Nonqualified | | | | |

|Incentive Stock Option | | | | |

|(ISO) | | | | |

|Market Price Per Share |$ per share |$ per share |

| | | | | |

|Type of Award | | | | |

|Shadow Stock | | | | |

|SAR | | | | |

|Supplemental Options | | | | |

|Restricted Stock | | | | |

| | | | | |

|Company Name | | |

|International Employer: | Y N |Y N |

ATTACHMENT IV

GIFT TAX RETURN/ BEQUESTS TO OTHERS

PRIOR TAXABLE GIFTS

(Only for individuals who filed gift-tax returns in any prior tax year.)

Indicate the total amount of taxable gifts (i.e. Gifts >$10,000 in a single year made to individuals other than your spouse)

| | |

PRIOR GIFT TAX PAID

(Only for individuals who filed gift-tax returns in any prior year.)

Indicate the total amount of the tax paid in all prior tax years

| | |

BEQUESTS TO OTHERS

(For Married Individuals.) Indicate value of property that, if you were to predecease your spouse, would pass to individuals other than your spouse under conditions of your will/trust/other agreements

Personal Assets to Others

(E.g. home, automobile, jewelry, collectibles)

|$ |$ |

Portfolio Assets to Others

(E.g. cash, securities)

|$ |$ |

Other Investment Assets to Others

(E.g. rental property, business interests)

|$ |$ |

Life Insurance to Others

(E.g. rental property, business interests)

|$ |$ |

Qualified Retirement Plan and Traditional IRA Assets

(E.g. profit sharing, SEP, Keogh)

|% |% |

Roth IRA Assets

(E.g. profit sharing, SEP, Keogh)

|% |% |

We assume that estate taxes on your bequests are paid out of the remainder of your estate. If you would like the taxes to be paid by the heirs receiving the above property, check here

|( Paid by heirs |( Paid by heirs |

ATTACHMENT V

LIFE INSURANCE

Does your company provide life insurance?

Insured Client 1: Yes No Face Amount:

Insured Client 2: Yes No Face Amount:

Institution: _____________________________________________

Insured: Client 1 Client 2 Both Statement: ( Yes ( No

Beneficiary: Client 1 Client 2 Children Other:

Face Amount: _____________

Type: Whole Term Universal Variable Variable Universal

If Whole: Ordinary 7 Pay Survivorship (Second-to-die)

( Variable policies: % Stock Mutual Funds: % Cash:

( Whole Life or Universal Life Cash Value: ___________

Institution: _____________________________________________

Insured: Client 1 Client 2 Both Statement: ( Yes ( No

Beneficiary: Client 1 Client 2 Children Other:

Face Amount: _____________

Type: Whole Term Universal Variable Variable Universal

If Whole: Ordinary 7 Pay Survivorship (Second-to-die)

( Variable policies: % Stock Mutual Funds: % Cash:

( Whole Life or Universal Life Cash Value: ___________

Institution: _____________________________________________

Insured: Client 1 Client 2 Both Statement: ( Yes ( No

Beneficiary: Client 1 Client 2 Children Other:

Face Amount: _____________

Type: Whole Term Universal Variable Variable Universal

If Whole: Ordinary 7 Pay Survivorship (Second-to-die)

( Variable policies: % Stock Mutual Funds: % Cash:

( Whole Life or Universal Life Cash Value: ___________

Institution: _____________________________________________

Insured: Client 1 Client 2 Both Statement: ( Yes ( No

Beneficiary: Client 1 Client 2 Children Other:

Face Amount: _____________

Type: Whole Term Universal Variable Variable Universal

If Whole: Ordinary 7 Pay Survivorship (Second-to-die)

( Variable policies: % Stock Mutual Funds: % Cash:

( Whole Life or Universal Life Cash Value: ___________

ATTACHMENT VI

HEALTH CARE

LONG-TERM DISABILITY INCOME COVERAGE

Employer-Provided Coverage:

|Y N |Y N |

Employer-Provided Coverage

Benefit Amount Paid For By Employer:

|$ per mo. |$ per mo. |

Employer-Provided Coverage

Benefit Amount Paid For By You:

|$ per mo. |$ per mo. |

Personally Owned Coverage:

|$ per mo. |$ per mo. |

LONG-TERM CARE INSURANCE

Long Term Care Insurance:

|Y N |Y N |

Date of Purchase:

| | |

HEALTH CARE

Health Care Insurance

|Y N |Y N |

Medigap Insurance

(Applicable if over age 65)

|Y N |Y N |

ATTACHMENT VII

TAX INFORMATION

Flexible-Benefit (Medical Savings) Plan Contributions

Pre-tax contributions to a plan that reimburses you for certain out-of-pocket medical or child-care expenses:

|$ per year |$ per year |

Alimony Paid

|$ per year |$ per year |

Tax Credits

Indicate available tax credits (i.e. Child-care credit, low income housing credit, foreign tax credit, education credit)

|$ per year |$ per year |

Total Itemized Deductions Before Reduction

(Reported on Schedule A)

| |

Real Estate Loss Amount

(Reported on Schedule E)

| | |

Short-Term Capital Gain (Loss)

(Reported on Schedule D)

| | |

Long Term Capital Gain (Loss)

| | |

BUSINESS OWNERS/SENIOR EXECUTIVES

BUSINESS LENDING

How did you get into business?

How has business been?

Is the business part of a controlled group? Do you own any other businesses?

Where is the company’s headquarters?

Is your business a C-corporation, S-corporation, partnership, sole proprietorship, limited partnership, limited liability company or non-profit organization?

How many employees?

Have you been in business for 5 or more years?

Does your business have $3MIL+ in annual revenues?

Has your business been profitable for the last 3 years?

Who do you currently bank with, and what services does the bank provide for you?

Do you need financing? (Min. $300K required)

❑ Commercial Lines of Credit—Financing short-term and seasonable needs

❑ Term Loans—Funds for an extended period of time to purchase equipment, finance acquisitions or ESOP, or purchase or expand facilities.

❑ Commercial Real Estate Financing—Local market expertise with flexible underwriting.

❑ Securities-Based Lending—Adjustable and fixed rate loans.

❑ Business Lending Solutions—Franchise and vendor financing.

BUSINESS OWNERS/SENIOR EXECUTIVES

EMPLOYEE BENEFITS

Do you have a company retirement plan in place? What type of plan?

Are you matching employee contributions?

Do you offer company stock as an investment option?

Are your employees happy with the current plan?

How does your company reach its decision on company retirement plans?

Who is your current payroll provider?

Do you think your employees could benefit by offered them financial planning services?

❑ 401(k)

❑ 403(b)

❑ 457(b)

❑ Profit-Sharing Plan—May be appropriate for companies with unpredictable cash flow and those that do not want to commit to fixed annual contributions.

❑ Money Purchase Pension Plan—May be appropriate for companies with predictable income and able to commit to a mandatory annual contribution.

❑ Defined Benefit Plan—Seeks to provide fixed, periodic retirement benefits usually for life.

❑ Simplified Employee Pension (SEP) Plan—Particularly suited for a new business or one that has variable profits.

❑ Nonqualified Deferred Compensation Plan—Covers a select group of management or highly compensated employees that permit the deferral of an unlimited amount of their current compensation to some future date. Best for C-corporations. Rabbi Trusts and Secular Trusts protect DCP’s.

❑ Savings Incentive Match Plan for Employees (SIMPLE)—For employers with 100 or fewer employees. There is no ADP testing or top-heavy requirements. Plan can be adopted as a SIMPLE (SRA) or as part of a 401(k) arrangement.

BUSINESS OWNERS/SENIOR EXECUTIVES

WORKING CAPITAL MANAGEMENT ACCOUNT

Do you feel that your current cash management system is cost- and time-effective?

❑ Integrated Checking, Financing and Investing—in a single account.

❑ Cash Manager—24 hours service that provides information reporting, transaction processing and enhanced control and security. Find loan balances, electronic transfers, checking and Visa card activity. Deposit payroll proceeds directly into employee checking or savings accounts, pay bills and transfer funds from your external bank accounts to your Merrill Lynch accounts. You can also make state and federal tax payments—all online.

❑ On Line Services—State of the art technology to run your daily operations effectively.

❑ Visa Business Signature Card & Rewards Program—Gives your business up to 99 cards and you can set the spending limits. The rewards program can provide you, not your employees, with travel and other rewards on all purchases.

❑ Lockbox Service—Your customers can deposit payments and invoice remittance information. Funds go directly to your account. Accounts receivable system automatically will be updated without manual intervention. Improved remittance receipt, efficient bank processing and customized detailed reporting.

❑ Payroll Service—Payroll processing with Paychex, a national provider of payroll services.

❑ Merchant Card Services—Eliminate depositing or mailing sales drafts and waiting for a check by mail.

BUSINESS OWNERS/SENIOR EXECUTIVES

INSURANCE

Does your business need to reward key employees and provide them with extra benefits based upon criteria that may be unique to the success of your business?

Would you like to bind your key executives to the company via the use of golden handcuffs?

❑ Stock Option Plans—Reward the efforts of your employees.

❑ Key Person, Life & Disability Insurance—Protect the business against the losses that occur upon the death or disability of a key executive.

❑ Buy-Sell Agreement—Important for any business that is expected to continue beyond the actual or working life of the owners.

❑ Executive Incentive Compensation (For C-Corps Only)

o Split-Dollar Plans—Employer and employee agree to “split” both the cost (premiums) and benefits (cash-value and death benefits) of a permanent life insurance policy. Split Dollar plans are used as an employee fringe benefit, estate planning, business continuation or a group term replacement.

▪ Executive Bonus Plan (Section 162)—Employer pays a bonus to the employee. From the bonus the employee pays the economic benefit portion of the premium. The bonus payment is a deductible expense to the employer and taxable income to the employee.

▪ Executive “Carve Out” Plan—Provides life insurance coverage on selected employees by “carving out” all or a portion of their coverage under an employer sponsored group term plan, and which provides them with individual policies.

BUSINESS OWNERS/SENIOR EXECUTIVES

SUCCESSION PLANNING

PRIVATELY HELD COMPANIES ONLY

Do you need income from the business to supplement your retirement resources?

Do you want the business to continue after your death? If so, who will operate the business?

Do your survivors have the necessary expertise and interest to run the business?

How will you transfer ownership?

What is your timetable for transfer of ownership?

Have you designated a temporary successor to take control in the event of your unexpected death or disability?

VIABLE OPTIONS

❑ Sell your business to family members or management through a recapitalization.

❑ Sell all or part of your business to employees through an Employee Stock Ownership Plan (ESOP).

❑ Sell your business to an outside party.

❑ Take the company public through an initial public offering.

❑ Build the business today, through acquisition or expansion, to make it more attractive for implementing one of the above options later on.

ACTION STEPS

❑ Business Valuations—Determine the value of a privately held business.

❑ Strategic Analysis—Evaluate the various alternatives.

❑ Access Financing Alternatives

❑ Recapitalization or ESOP Buy-out Assessment

❑ Fairness Opinions—Objective advice to fiduciaries of a proposed transaction from a financial point of view.

BUSINESS OWNERS/SENIOR EXECUTIVES

MIDDLE MARKET MERGERS & ACQUISITIONS

Any intensions to sell, merge or acquire another company?

Who we work with & what we can do:

❑ Providing service to sellers of middle-market businesses

o Private Companies

o Financial Sponsor Groups

o Middle-Market Public Companies

o Public Companies Planning Divestures

❑ Serving companies valued between $30 million and $300

❑ Superior service from a Global Investment Bank

❑ Develop effective sale strategies

REFERENCE SECTION (For internal use only)

CONCENTRATED STOCK MANAGEMENT

|Concern |Problem |Strategy |

|RISK |Highly appreciated stock |Zero Premium Collar |

| |Low cost basis | |

| |Investor wants to maintain ownership | |

| |benefits | |

|DIVERSIFICATION |Diversify |Prepaid Forward |

| |Defer sale of low cost basis stock |Zero Premium Collar combined with a |

| |Investor cannot sell shares due to a |LIBOR-based loan |

| |restriction | |

|LIQUIDITY |Shares are restricted from being sold in |Prepaid Forward |

| |public market |Zero Premium Collar combined with a |

| | |LIBOR-based loan |

| | |Private Discount Sale |

Liquidity Strategies

❑ Restricted-Stock Sale

❑ Discount Purchase

❑ Line of Credit

❑ Exchange Funds

❑ Writing an Over-the-Counter Covered Call

❑ Purchasing an Over-the-Counter Put Option

❑ Zero-Premium Collar Strategy

❑ Bull Call Spread

❑ Covered Combo

❑ Charitable Remainder Trust

❑ Charitable Lead Trust

❑ Family Foundation

Control & Restricted Stock

Control Securities

Restricted Securities

Rule 145

❑ Rule 144(k

REFERENCE SECTION (For internal use only)

RETIREMENT PLAN OPTIONS

| | | | | | | | |

| |WHO |EMPLOYER |MAXIMUM |VESTING SCHEDULES |LOANS |IRS |BANK-RUPTSY |

| |CONTRI-BUTES |CONTRI-BUTIONS |CONTRI-BUTIONS | |PER-MITTED |RE-PORT-ING|PROTEC-TION |

| | | | | | | | |

|Profit Sharing |Employer |Discretionary |15% |Yes |Yes |Yes |Yes |

| | | | | | | | |

|Money Purchase |Employer |Mandatory |Lesser of 25% of |Yes |Yes |Yes |Yes |

|Pension | | |eligible comp or | | | | |

| | | |$30K | | | | |

| | | | | | | | |

|Profit Sharing |Employer |Discretionary |Lesser of 25% of |Yes |Yes |Yes |Yes |

|& Money | |for PS; |eligible comp or | | | | |

|Purchase | |Mandatory for MP |$30K | | | | |

| | | | | | | | |

|401(k) |Employee (OR) |May be |Up to $10,500 + |Yes, for employer |Yes |Yes |Yes |

| |Employee & |discretionary or |optional employer |contributions | | | |

| |Employer |mandatory |match | | | | |

| | | | | | | | |

|Defined Benefit|Employer |Mandatory |100% of comp, not |Yes |Yes |Yes |Yes |

| | | |exceeding $135K | | | | |

| | | | | | | | |

|SEP |Employer |Discretionary |Lesser of 15% comp|No |No |No |Varies by state|

| | | |or $25,500 | | | | |

| | | | | | | | |

|SARSEP |Employee (OR) |Discretionary |Lesser of 15% comp|No |No |No |Varies by state|

| |Employee & | |or $10,500 salary | | | | |

| |Employer | |deferral; lesser | | | | |

| | | |15% or $25,500 | | | | |

| | | |total | | | | |

| | | | | | | | |

|SIMPLE SRA |Employee (OR) |Mandatory |3% of employee |No |No |No |Varies by state|

| |Employee & | |comp, $6K salary | | | | |

| |Employer | |deferral | | | | |

| | | | | | | | |

|SIMPLE |Employee (OR) |Mandatory |3% of employee |No |Yes |Yes |Yes |

|401(k) |Employee & | |comp, $6K salary | | | | |

| |Employer | |deferral | | | | |

(Client Copy)

We have found that the clients who benefit most from our services tend to have distinct financial needs. From solutions such as providing a single point of oversight to identifying situations where teams of specialists should be assembled, we know how to apply appropriate financial vehicles to seek to optimize a client's wealth. We find that there are twelve wealth management issues that clients typically face where we can add significant value.

1. Investments

▪ Define structure of asset allocation to support your life goals

▪ Need to have a disciplined rebalancing process of the appropriate asset allocation

▪ Evaluate presence of the appropriate investments and identifying managers that: a) are excellent standing alone, b) inter-relate well together with no excessive overlaps, c) have no excessive conflicts, and d) possess the necessary checks and balances to minimize downside risk.

2. Insurance

▪ Desire for tax-advantaged wealth accumulation

▪ Need for estate liquidity housed outside taxable estate

3. Liabilities

▪ Need for increased focus on cash flow and liability management

▪ Interest in complex lending requiring flexible structures

▪ Need for high end lending or debt structuring for residential, commercial or luxury purchases

4. Qualified retirement plan/IRA distribution

▪ Need for comprehensive retirement planning to decide whether to live first on the QRP/IRA or delay withdrawals as long as possible and stretch your IRA

▪ Identify who is the beneficiary of your QRP/IRA

5. Corporate executive stock options

▪ Access asset challenges associated with concentrated stock or option positions

▪ Review specialty types of holdings (e.g. restricted stock, pre IPO, etc.)

▪ Consider preference items for alternative minimum tax

6. Business succession planning

▪ Analyze needs related to valuations or sale of business

▪ Identify your concerns related to business transition or inheritance

▪ Need to minimize capital gains taxes if sold during your life or gift taxes if transferred during life

7. Durable power of attorney issues

▪ Need to establish durable power of attorney for health and estate, and educate and inform your family members named

8. Gifting to children/descendents/others during life

▪ Need for living wealth transfer strategies (e.g. spousal gifts, annual gifting, education) discussing gift strategies

▪ Desire for fiduciary management or other trust and estate set up

9. Charitable gifting

▪ Need for strategies related to charitable giving (e.g. foundation set up, gift annuities, etc.)

▪ Desire for ongoing management of your charitable entities

▪ Need to involve your children and other descendants in identifying causes

10. Titling of assets

▪ Need for improved tax advantages by titling assets appropriately

11. Executor/successor trustee issues

▪ Need to establish and structure executor/successor trustees that will both handle your desires and work well with your family

12. Distribution plan for wealth at death

▪ Need for minimizing taxes and handling control issues

FINANCIAL PLANNING CHECKLIST *

(Client Copy)

Please send us the necessary documents to complete a retirement plan:

|Charles F. Farrell |PHONE: 888-657-3847 |

| |FAX: 888-369-3647 |

|[pic] | |

| | |

|23 Corporate Plaza Drive, Suite 150 | |

|Newport Beach, CA 92660 | |

❑ Federal Income Tax Returns (Form 1040; W-2 Form; 1099 Form)

❑ Benefits Statements

❑ Trust and will documents

❑ Mortgage, loan, and credit card balances

❑ Brokerage Statements

❑ Bank Statements

❑ Life Insurance Policies (face amount and cash value)

❑ Enclose a check for $295, which is a tax-deductible expense.

* All information collected from our clients or prospective clients is strictly confidential.

Next:

Meeting #2: The Future Lifestyle Predictor™

Meeting #3: The Ideal Retirement Blueprint™

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BIZ

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The Ideal Lifestyle Builder™

The Complete Lifestyle Builder™

The Complete Lifestyle Builder Builder™

Charles F. Farrell Financial Planning Services

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