Executive Benefits Services

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1 Executive Benefits Services Benefit and Compensation Plans for Senior Executives smithbarney.com/corporate

2 The Executive Benefits Services group is committed to developing valuable benefit programs that meet the needs of both the corporation and the executive.

3 Executive Benefits Services As one of America s largest financial services firms, we are uniquely qualified to provide your company with the services you need to implement successful benefit plans. Our Executive Benefits Services group is experienced in helping companies design, establish and administer benefit arrangements for senior executives. Our Executive Benefits Services group is comprised of Morgan Stanley Smith Barney professionals, complemented by the services of third-party strategic partners. Our extensive experience in administering nonqualified employee benefit plans includes: Benefit consulting/plan design Administration and plan accounting Funding analysis/structure Employee communication Investment analysis Our services, delivered nationwide through comprehensively trained Financial Advisors, will help guide your corporation through the complex task of designing and implementing successful executive benefit plans.

4 The Advantage of a Nonqualified Employee Benefit Plan One of the major issues companies face when establishing tax-qualified retirement plans for key executives is government-regulated limits on contribution amounts for key employees. One way to address this dilemma is to establish a nonqualified deferred compensation plan. Nonqualified plans are not subject to the extensive rules and regulations of qualified retirement plans. In fact, there are currently no government-imposed restrictions on the amount that can be contributed on behalf of key employees. And, under these plans, executives often have a great deal of flexibility in deciding how their money is invested and the manner in which it is distributed. Non-qualified plans must be unfunded. This means that the money deferred by a participant goes into the company s general account and cannot be set aside to guarantee the plan s future obligations. Should the sponsoring company become insolvent, the amounts deferred are considered part of the company s assets and are therefore subject to the claims of the company s creditors. Nonqualified plans can help provide selected employees with the following benefits: Reduced current taxes Pretax saving opportunities Investment management flexibility Potential tax-deferred returns Supplemental retirement income

5 An Array of Executive Benefit Plans Available Our goal is to offer our clients creativity, quality and excellence. Nonqualified Deferred Compensation Plans A custom-designed plan that allows executives to defer compensation on a pretax basis and earn tax-deferred returns. Executive Deferred Compensation Plans can offer a variety of investment choices and flexible distribution options. Supplemental Executive Retirement Plans A supplemental plan that provides retirement benefits for executives. This plan can be designed to target specific income replacement ratios or to restore benefits lost due to limitations on tax-qualified retirement plans. Executive Life Insurance Plans These specialized insurance arrangements are designed to provide more meaningful and cost- effective benefits to executives than a group plan. Executive Disability Insurance Plans A supplemental plan for executives that, when combined with existing group coverage, will afford greater income replacement. Plan Benefits for Corporations Attract, retain and motivate talented executives Reward executives for individual and corporate performance Enhance the overall executive compensation and benefit programs Offer a highly valued benefit Plan Benefits for Executives Provide significant levels of tax-deferred savings Provide investment diversification Supplement retirement income Promote capital accumulation savings for predictable life expenses (e.g., college education)

6 Whether you are developing a new plan or seeking to enhance an existing arrangement, we can help you understand the various elements of executive benefit programs. Our professionals will work with your corporation in the following key areas: Plan Design: Design customized strategies to address the unique needs of your corporation and your executives. Funding: Implement cost-effective alternatives designed to positively impact your corporation s financial statements. Investments: Offer a broad selection of investment opportunities which allow your executives to achieve effective asset allocation. Our strength and size provide your company with a number of investment management opportunities, from separately managed accounts to mutual funds and insurance arrangements. Benefit Security: Review techniques to help protect your executives deferred compensation benefits in compliance with current tax laws. Communication: Develop plan communication materials for eligible executives. Financial Planning: Assist executives with financial planning to help them maximize plan benefits. Administration: Provide account valuation, transfers, processing, statements and reporting. Recordkeeping: Capture participant data and track individual and composite information. Internet Services: Our proprietary Internet site, designed specifically for employee benefit, compensation and equity-based plans, Benefit Access provides plan participants with a full package of information including account balances, transaction details, plan-specific information and financial tools and calculators. Regardless of the type of plan your company decides to sponsor, our Executive Benefits Services Department can assist. We work in tandem with your company to package a complete range of services designed specifically for your plan. Based on the global strength of our firm, we can offer a broad range of investment, administrative and trustee services to both corporate and individual clients.

7 To learn more about how we can work together, visit our web site at smithbarney.com/corporate.

8 2009 Morgan Stanley Smith Barney LLC. Member SIPC. Morgan Stanley Smith Barney LLC, its affiliates, and its employees are not in the business of providing tax or legal advice. These materials and any tax-related statements are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Tax-related statements, if any, may have been written in connection with the promotion or marketing of the transaction(s) or matters(s) addressed by these materials, to the extent allowed by applicable law. Any such taxpayer should seek advice based on the taxpayer s particular circumstances from an independent tax advisor JV CCG /08

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