Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior Care Lonnie Peppler-Moyer, Monroe Publishing Caryn McNeill, Smith Anderson 1

Different Goals … Oversee administration of the ESOP Provide fiduciary direction to the ESOP Trustee Serve as ESOP advocates Make recommendations to management about ESOP-related issues Provide two-way communication between employee owners and management Help the company achieve its strategic goals 2

Lead to Different Functions Fiduciary FunctionsNon-Fiduciary Functions Serving as “plan administrator” of the ESOP Communicating the ESOP and championing employee ownership Making decisions affecting the ESOPMaking recommendations to management about ESOP issues Advising the ESOP trustee about ESOP issues Conducting ownership and/or business training Conducting new employee orientation Publishing newsletters Soliciting employee input on policy issues 3

And Yield Different Committees ESOP Fiduciary Committees vs. ESOP Communication Committees 4

Introduction What type of committee is your committee? What are its goals and functions? Wilson Senior Care "WSC Ambassadors" 5

Introduction What type of committee is your committee? What are its goals and functions? Salem Distributing Company “ESOP Committee” 6

Introduction What types of committees have you got? What are their goals and functions? Monroe Publishing “ESOP Advisory Council” “Administrative Committee” 7

Governance Does your committee have a charter or other governing document? If so, what kinds of things does it address? Does it clearly spell out the roles and responsibilities of committee members? 8

Committee Membership How many members does your committee have? Who is eligible to serve? How are they selected? Is there a limit to how long they can serve? How do you replace committee members who leave the company or resign from the committee? 9

Committee Membership, Cont’d What sort of time commitment is involved in being a committee member? Are committee members compensated? Do committee members receive training? Do you have difficulty recruiting committee members? Do you have any employee-owners on your board of directors? 10

Committee Leadership Does your committee have its own leaders? What are their titles? How are they selected? 11

Meeting Logistics How often does your committee meet? Who provides the administrative support for your committee? Do you route a meeting notice and agenda before the meeting? Do you take minutes? 12

Structure Generally Are there any aspects of how your committee is structured that you are considering changing? Do you evaluate the effectiveness of your committee or monitor its impact? What one aspect of how an ESOP committee is structured is most important to its ultimate success? 13

Education How do you educate employees about the ESOP? – New employee orientation? – ESOP 101? – Other? How important is employee education in the activities of your committee? Do all your activities have an educational component? 14

Communication Do you do any other communication about the ESOP? – Newsletters? – Other? 15

Celebration Do you hold events that celebrate your ESOP and your company’s ownership culture? 16

Engagement How do you keep employee owners engaged so that they have an “I’m an owner” mindset? 17

Adding It All Up Does your ESOP Committee make a difference in the life of your ESOP company? What’s the single most effective thing you do? What advice would you give to a new ESOP company just establishing an ESOP committee? 18

Questions & Answers Lonnie Peppler-Moyer Monroe Publishing Co. 20 W. First Street Monroe, MI Phone: x221 Jennifer Weitzel Salem Distributing Company 5901 Gun Club Road Winston Salem, NC Phone: Dennis Lofe Wilson Senior Care 116 Cashua Street Darlington, South Carolina Phone: Caryn McNeill Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 150 Fayetteville Street, Suite 2300 Raleigh, NC Phone: