The Griffo/ Guernsey Group at Morgan Stanley Smith Barney

The Griffo/ Guernsey Group at Morgan Stanley Smith Barney

1 Research Magazine, 2006 and 2007 Each advisor on this year s State-By-State Winner s Circle rankings was filtered down from a list of over 7000 nominations from securities firms, banks, independent firms and more. The Winner s Circle team vetted each advisor through a host of qualitative and quantitative criteria, ranging from assets managed, revenue produced, experience levels, acceptable compliance record and U-4 forms, discussions with management and more. A diversity of advisors with focuses on retail, high-net-worth and ultra-high-net-worth were selected, as well as a range of markets within each region. Client portfolio performance is not a criterion. The Winner s Circle is a registered trademark of Shookbook, LLC. For more information about The Winner s Circle, visit www. winnerscirclenet.com 2 Barron s Magazine, 2004 The ranking process begins with a survey of approximately 100 securities firms, Insurance companies, banks, and independent financial consultant practices. The list of financial professionals (each with a minimum of 7 years industry experience) from 26 firms is based on recent performance measurements and other weighted criteria including revenue generated, custodied and non-custodied assets advised, wealth management focus, compliance records and community involvement. The ranking does not consider client portfolio performance. For more information about the Winner s Circle, visit www.winnerscirclenet.com. 3 Source: Group 5 2007 Equity Compensation Plan Services Study with 178 responses from representatives of corporations who outsource their plan administratuion

Our Mission Some people might think that The Griffo/Guernsey Group at Morgan Stanley Smith Barney fulfilled its mission when Research Magazine 1 named us one of one of America s top ten Financial Advisor teams or when Barron s 2 ranked us among the top 11 brokerage teams in the financial services industry. The fact is our mission goes far beyond professional recognition. We believe we can make a major difference in our corporate clients ability to attract and retain key employees through customized equity-based compensation programs. Our Approach The Griffo/Guernsey Group specializes in global stock plans and other compensation programs that: Reward key employees for their achievements Provide incentives for superior performance Promote long-term corporate loyalty and commitment. We also work closely with corporate executives to help them integrate these benefits into a comprehensive wealth management strategy. Our commitment to both corporate and executive clients is reflected by Morgan Stanley Smith Barney s achievements in corporate client services. In a recent survey of plan sponsors, Morgan Stanley Smith Barney s Global Stock Plan Services was ranked #1 among many stock plan providers in: Service to plan participants Account administration In fact, plan sponsors also declared Morgan Stanley Smith Barney to be the firm they would most likely recommend for plan administration. MORGAN STANLEY SMITH BARNEY/3

Meet the Professionals Andrew D. Griffo Managing Director Wealth Management Family Wealth Director Corporate Client Group Director Senior Institutional Consultant 4/MORGAN STANLEY SMITH BARNEY Andrew entered the investment business in 1985 and has spent his entire career with Morgan Stanley Smith Barney and its predecessor firms. He was named Managing Director and earned the prestigious designation of Senior Family Wealth Director. Other Morgan Stanley Smith Barney designations include Senior Institutional Consultant and Corporate Client Group Director. A member of the National Association of Stock Plan Professionals, The Investment Management Consultants Association and The Association of Professional Investment Consultants, Andrew is a graduate of Fairleigh Dickenson University with a BS in Business and Finance. He focuses primarily on Private Wealth Management, Corporate and Executive Benefit Services and Stock Plan Services. 4/MORGAN STANLEY SMITH BARNEY

Alan S. Guernsey, CIMA Managing Director Wealth Management Family Wealth Director Corporate Client Group Director Senior Institutional Consultant Felicia G. Di Silvestro Senior Vice President Wealth Management Senior Investment Management Specialist Financial Advisor Andrew G. Rothstein, CFP Vice President Wealth Management Senior Investment Management Consultant Financial Advisor Alan joined Morgan Stanley Smith Barney in 1968 and has spent his entire career at the firm. A Managing Director, Alan is a Family Wealth Director and has earned such other prestigious professional designations as Senior Institutional Consultant and Corporate Client Group Director. He is also a Certified Investment Management Analyst, having received that coveted credential from the Wharton School of Business at the University of Pennsylvania. A member of the Investment Management Consultants Association and founding member of the Association of Professional Investment Consultants, Alan has served on such Morgan Stanley Smith Barney committees as the 401(k) Advisory Committee and Directors Advisory Group. He has been working as an investment management consultant with individuals and ERISA plans since 1972. Alan is a graduate of Alfred University, with a BS in Ceramic Engineering. He focuses primarily on ERISA plan consulting and Private Wealth Management. Felicia joined Morgan Stanley Smith Barney in 1998. She focuses on Private Wealth Management and Financial/Retirement Planning. Felicia graduated from Miami University with a Bachelor of Science in Finance in 1987. She received her law degree from DePaul College of Law in 1990. She also completed a program in Estate and Financial Planning at John Marshall School of Law in 1998. She is a member of the Women s Bar Association of Illinois and contributes numerous financial articles for their newsletter. She is also a former founding member of the State of Illinois Treasurer s Advisory Board for Women s Issues Andrew came to The Griffo/Guernsey Group from Morgan Stanley Smith Barney s Consulting Group as a Senior Investment Analyst and Assistant Vice President. He earned the prestigious designation of CERTIFIED FINANCIAL PLANNER TM after completing the Certificate Program in Financial Planning from DePaul University in 2001. Andrew received an MBA from DePaul University in 1996 and a BS in Finance from Indiana University in 1991. MORGAN STANLEY SMITH BARNEY/5

Stephen R. Dziengeleski Financial Advisor Financial Planning Associate Stephen joined Morgan Stanley Smith Barney in 1999 and began working with the team in 2007. His primary roles are to expand client relationships and act as the liaison between the Corporate Services group and the Private Wealth Management team. Stephen graduated from Menlo College in Atherton, CA in 2000 with a degree in Business Management. Teresa Sulo Registered Associate Teresa joined Morgan Stanley Smith Barney as a Sales Assistant in 1988 and has been working with The Griffo/Guernsey Group s retail and corporate clients since 1994. She serves on the front line of day-to-day operations and takes pride in her attention to detail and ability to support clients with a variety of transactions. Angela Jackson Registered Associate Angela joined Morgan Stanley Smith Barney in 1998 and joined The Griffo/ Guernsey Group shortly thereafter. She heads up the Corporate Services Team and is the lead contact/liaison for all corporate relationships. Angela strives to provide extraordinary levels of customer service to both the corporate services contacts as well as their employees. Angela graduated with a Bachelor of Science degree in Merchandising from Western Illinois University. Marc Mosher Group Administrator Susan P. Roach Registered Associate Marc joined Morgan Stanley Smith Barney as a phone clerk on the Chicago Board of Trade floor in 1993. Prior to joining Morgan Stanley Smith Barney s Retail Brokerage unit, Marc worked as a consultant in Institutional Financial Futures. Marc joined The Griffo/Guernsey Group in 2006. He manages a support staff that has over 50 years experience and is one of the best in the industry. Marc graduated with a Bachelor of Science degree in Political Science from Northern Illinois University. Susan joined Morgan Stanley Smith Barney in 1992 and has earned praise for the exceptional level of service she provides. Susan helps clients through the new account opening process and is responsible for maintaining accounts managed by outside advisors though Morgan Stanley Smith Barney s Consulting Group. She takes great pride in her accuracy, attention to detail and impressive knowledge of day-today business operations. 6/MORGAN STANLEY SMITH BARNEY

Elaine Latz Registered Client Service Associate Brendan Guernsey Consulting Group Analyst Drew Tichawa Client Service Associatet Elaine started with Morgan Stanley Smith Barney and The Griffo/Guernsey Group in 2006. Prior to joining Morgan Stanley Smith Barney, she was registered and spent ten years working in the brokerage industry. Elaine s background in the retail side of the brokerage industry has been a tremendous asset to the team. Elaine also plays an integral role as a contact/liaison for our Corporate Services Team. Elaine graduated with a Bachelor of Science degree in Business Administration from Dominican University. Brendan joined The Griffo/Guernsey Group in 2003 as a client service representative. He discovered an aptitude for analysis and pursued the Consulting Group Analyst designation shortly thereafter. Brendan earned the analyst title in 2005. Brendan graduated with a Bachelor of Arts degree from Loras College in 2003. Drew started with Morgan Stanley Smith Barney and The Griffo/Guernsey Group in 2008. After an extended internship, Drew was hired to work with the team full-time. His experience has made him a valuable asset to both our retail and corporate services teams. Drew graduated with a Bachelor of Science degree in Finance in 2008. MORGAN STANLEY SMITH BARNEY/7

How We Work With Corporate Clients The Griffo/Guernsey Group is your link to the extensive resources of Morgan Stanley Smith Barney. Two of our Financial Advisors, Andrew Griffo and Alan Guernsey, are Corporate Client Group Directors who have undergone rigorous accreditation programs to earn their prestigious designation. 8/MORGAN STANLEY SMITH BARNEY

Our process begins with an in-depth meeting in which we discuss company objectives and existing plans with compensation, finance and human resources professionals. We assess your employee demographics, vesting schedules, termination logic and other issues that may influence the development of a comprehensive strategy. That strategy may include: Stock option and restricted stock plans Stock ownership fosters long-term commitment. And employees who are given the opportunity to own the stock of the company for which they work generally show their gratitude by working harder, remaining on the job longer and maintaining a more positive attitude. Plans can be structured to provide specific employees with meaningful incentives and increase the likelihood that they ll remain with your company for the rest of their careers. Employee stock purchase plans By providing all employees with the opportunity to own company stock, you align their interests with those of the company. Morgan Stanley Smith Barney can provide administrative support and execution capabilities for contributory, noncontributory and discount plans. Employee stock ownership plans (ESOPs) Established primarily by privately-owned companies, ESOPs offer employees the opportunity to become owners of their company by receiving stock over the course of their careers. They also offer owners tax-favored liquidity, provided specific conditions are met. Rule 10b5-1 trading plans These increasingly popular plans enable directors, officers and key executives to enter into pre-established written trading plans, thereby gaining the liquidity they need without risking the possibility of insider trading allegations. The Griffo/Guernsey Group and Morgan Stanley Smith Barney supports the administration of these programs in a number of important ways: Employees can access their various plans and initiate transactions through Morgan Stanley Smith Barney s online Benefit Access that offers the ability to enroll in plans, view award and transaction history and even execute trades in real time and receive immediate confirmations. Corporate Benefit Access is our online system for plan sponsors that enables you to view participant information in all plans and generate a wide variety of reports to keep you abreast of plan progress. Record-keeping capabilities include written confirmations for all trades, periodic activity statements and year-end 1099 reporting statements. All trades initiated by officers, directors and affiliates are executed in compliance with SEC Rules 144, 145 and 701. Importantly, The Griffo/Guernsey Group offers sophisticated technological capabilities and administrative expertise that enable us to address most plan-related issues on a local basis. We are supported in our efforts by Morgan Stanley Smith Barney s global presence that includes Customer Service Centers on three continents to help global employees conduct transactions in their native language on a 24/7 basis. MORGAN STANLEY SMITH BARNEY/9

How We Work With Executives We understand that employer stock and stock options often comprise a major component of overall wealth for many executives. As a result, The Griffo/Guernsey Group develops comprehensive wealth management strategies for executives that incorporate all the benefit programs in which they participate. Executives can then receive a complete picture of their finances that enables them to make decisions about one financial area without adversely impacting another. After presenting your strategy, we work closely with executives to bring it to life. That may mean additional consultation with Family Wealth Advisory Services, the firm s dedicated wealth management capability for our most sophisticated clients, and Morgan Stanley Smith Barney legal, trading and product professionals to help executives: Comply with complex SEC insider trading regulations when conducting restricted or control securities transactions Develop and implement hedging strategies to protect large positions against price declines, while freeing up cash for portfolio diversification Generate liquidity without liquidating positions and incurring substantial income tax liability Address both sides of their personal balance sheet with expertise that goes beyond investment management to include lending strategies, estate planning and other areas of specialization Our two lead Financial Advisors, Andrew Griffo and Alan Guernsey, have earned the designation of Family Wealth Director, a distinction awarded to only a handful of Morgan Stanley Smith Barney s Financial Advisors. This designation ensures that executives gain access to the customized wealth management capabilities they need to develop and execute even the most sophisticated wealth management strategies. 10/MORGAN STANLEY SMITH BARNEY

The Griffo/Guernsey Group at Morgan Stanley Smith Barney 227 West Monroe Street, Suite 3400 Chicago, IL 60606 Telephone: 312.648.3512 Toll-Free: 800.621.5231 Facsimile: 312.648.3344 andrew.d.griffo@smithbarney.com fa.smithbarney.com/griffo_guernseygroupsb Citi Trust is the business name for a wide range of personal trust and estate management and related services provided by various Citigroup entities to individuals, families and charitable entities throughout the world. For U.S. clients, trust services are provided by one of the following entities: Citibank, N.A.; Citicorp Trust, N.A.; Citicorp Trust South Dakota; Citigroup Trust - Delaware N.A.; or Citigroup Institutional Trust Company. The service providers are collectively referred to as Citi Trust and the entities as the affiliated trust companies. A Morgan Stanley Smith Barney (MSSB) relationship does not have to be established or maintained to obtain the products or pricing offered as part of the MSSB Home Loan Program at Citibank or Morgan Stanley Credit Corporation (MSCC). A default (stopping monthly payments) on a mortgage could result in the loss of pledged real estate, securities or both. All home loans and home equity lines of credit are made by MSCC, Citibank, N.A., or CitiMortgage, Inc., equal housing lenders, and are subject to the respective lenders mortgage underwriting standards. CitiMortgage does business as Citicorp Mortgage in NM. Citibank, N.A, and CitiMortgage, Inc., are subsidiaries of Citigroup, Inc. MSCC is a subsidiary of Morgan Stanley. MSSB is a subsidiary of both Citigroup, Inc. and Morgan Stanley. Our policy does not permit clients to use the proceeds of a home loan to invest in securities or other investments through MSSB or its affiliates. Neither you nor the respective lender pay any fee for the services of MSSB in connection with the MSSB Home Loan Program. If a loan closes with MSCC, Citibank, N.A., or CitiMortgage, Inc., MSSB may credit the Financial Advisor with a sales credit of up to seven tenths of one percent (0.7%) of the principal amount of the loan. The MSSB Home Loan Program only includes certain mortgage products offered by MSCC, Citibank, N.A., or CitiMortgage, Inc. There are frequently other lenders available with similar loan products. You are free to shop around to determine that you are receiving the best services and the best rate for these services. Arizona Mortgage Broker License No. MB-0910887; Licensed by The Department of Corporations under the California Finance Lenders Law; Licensed by the New Hampshire Banking Department; Licensed by the New Jersey Department of Banking and Insurance; Registered Mortgage Broker-NYS Banking Department. Mortgage brokers may not make loans. Express CreditLine is offered through Citigroup Global Markets Inc. Member SIPC. Borrowing against securities may not be suitable for everyone. If the value of the securities should decline below a minimum level, you may be subject to a collateral call without specific advance notice, requiring you to deposit additional cash or securities. If you cannot do so, all or a portion of your collateral could be liquidated, and a potentially taxable event could result. You are not entitled to choose which securities are sold or any extension of time to meet a collateral call. A concentrated portfolio holding a single or a few securities may be subject to greater risk of a collateral call than a diversified portfolio; a diversified portfolio will tend to be less subject to a sharp decline resulting from the negative performance of a single security. Availability, qualifications, and other restrictions may vary by state. Ask your Financial Advisor for details. Morgan Stanley Smith Barney LLC and its affiliates do not provide tax or legal advice. To the extent that this material or any attachment concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer should seek advice based on the taxpayer s particular circumstances from an independent tax advisor. 2009 Morgan Stanley Smith Barney LLC. Member SIPC. 557590 10/09