Directors' Forum

Addressing issues of vital importance to community bank boards of directors, this informative, practical program focuses on oversight responsibilities, succession planning, financial due diligence, committee roles and best practices in management. Roundtable discussions throughout the day and a networking lunch also provide helpful peer exchange opportunities. 7.5 CPE credits available!

GENERAL SESSIONS

Looking Forward: Embracing the New Economic and Regulatory Environment
What will the banking and regulatory model of the future be? In a new era of financial
reform, we will likely see higher capital requirements, less tolerance for rapid growth and
loan concentrations, greater value placed upon core deposits and a greater need to develop
our talent from within. This big-picture view of the financial services industry examines the
current economic, regulatory and business environment to make sense of current conditions
and how they will affect the health and profitability of the banking system and credit markets.

Once Upon a Bank: A True Tale of CEO Succession
Hear from a succession expert about the true story of how a community bank implemented
its succession plan. A thriller to the end, the plot includes an unexpected CEO departure
and replacement, regulatory intervention, a CFO succession challenge and a (mostly) happy
ending. Look for insights into the issue of searching internally or externally for successors, as
well as suggestions for oversight on processes and metrics.

Traits of High-Performing Banks
High performance doesn't happen by accident. This session will analyze the performance drivers of the most successful community banks and identify the methods these high-performers are using to achieve double-digit earnings growth despite the sluggish economy. It will explore how to identify optimal revenue opportunities, based on a bank's unique operating strategy, and to recognize growth and product expansion potential within the company's footprint.

Audit Committee Briefing and Roundtables
Review recommendations on establishing the goals, processes and responsibilities of an
effective audit committee. Internal control oversight, criteria for selecting an external auditor
and engagement letters are just a few of the topics to be covered.

Compensation Committee Briefing and Roundtables
Examine executive compensation solutions, the impact of SICP and SAY on PAY, pay for
performance and best practices in pension/deferred compensation strategies.

Corporate Governance/Nominating Committee Briefing and Roundtables
Discuss issues facing the committee: succession planning and talent management,
transparency, board recruitment, selection and evaluations.

Ten Technology Trends and What They Mean to the Bank's Strategic and Succession Plan
How does the emergence of technology like the iPhone affect hiring, marketing, budgeting
and even board recruitment? This session addresses which technologies will be important
in capturing and holding the new customer's business, and what should be the timeline
for adaptation.

Credit Outlook for Community Banks
The external environment in which banks operate can have a significant effect not only on the
quality of existing business and loan portfolios, but on other risk areas and future risk quality.
This session will discuss today's hot economic, credit, banking structure and risk issues and
their potential impact on the bank's overall profit and risk position. Particular attention will be
paid to trends in today's credit portfolios and pending risk management issues.

Recent D&O Liability and Insurance Issues
Learn the latest about what directors need to know regarding indemnification and bylaws. This
session will focus on recent developments, including policies, and independent directors and
their personal assets.

Good Answers to Hard Questions
Join your peers in one of three roundtable discussions, seeking the best answers to case study challenges presented to the group. Hear solutions based on best practices in the areas of meeting conduct, independence, recruitment, strategic planning models and oversight. This
session is guaranteed to give you insights and recommendations to take to your boardroom.

The American Bankers Association is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors should be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Web site: www.nasba.org

*Program subject to change.