Executives of public companies have specific needs, which warrant a different level of service. In today's environment of online trading and "do it yourself attitude," it is the personal service that Stifel's Corporate Executive Services (CES) provides that distinguishes us. The services which CES provide include:

• Sales of Control and Restricted Stock
• Rule 10b5-1 Plans
• Lending on Control Stock
• Stock Option Financing

What Makes CES at Stifel Unique?

We treat smaller trades the same way we treat larger trades. We understand that whatever the size, it's your trade and you demand excellent service; and that's what we provide - excellent service.

CES Offers Personalized Service

• We participate in conference calls with Stifel Financial Advisors, their clients, and issuer's counsel, where necessary, to discuss each individual transaction.
• When appropriate, we insure all the requirements of Rule 144 are satisfied prior to execution of a trade. We will prepare the Rule 144 documentation for signature and file the Form 144 with the SEC.
• We assist with strategizing the terms for a Rule 10b5-1 Plan.
• CES will draft a Rule 10b5-1 plan for review by the insider and issuer's counsel.
• Upon completion of a transaction for an insider, CES will report the trade to issuer's counsel in an effort to insure the timely filing of the Form 4 by the issuer.
• Coordination with all involved parties for stock option exercises or payment of RSU/RSA taxes to insure timely settlement of the transaction.
• Expediting restricted stock transactions for payment as close to settlement as possible.

Sales of Control and Restricted Stock

Stifel's CES professionals are thoroughly trained in the rules governing all types of transactions under Rule 144 and keep current on any relevant rule changes. For insider transactions, our group files all the required Rule 144 paperwork. We also notify the issuer in a timely fashion of all completed trades so that a Form 4 can be filed within two business days of the transaction.

Rule 10b5-1 Plans

Rule 10b5-1 plans present insiders with an opportunity to establish arrangements to sell and/or purchase company stock without the restriction imposed by windows and blackout periods. Stifel has several standardized plans. They are:

• For the sale of stock currently owned
• Financing the exercise of employee stock options
• Financing the taxes due upon the vesting of restricted stock units (RSUs) or restricted stock awards (RSAs)
• A combination plan involving the sale of stock currently owned and the financing of the taxes for a stock option exercise or the taxes due upon the vesting of RSUs/RSAs.
• A plan for purchasing company stock

Lending on Control Stock

Rather than selling their stock, some insiders prefer borrowing against their shares in order to diversify. Stifel, in some instances, may be able to provide an insider with a loan on his company stock.

Stock Option Financing

Insiders may have stock options that will need to be exercised or RSUs/RSAs that are vesting and taxes need to be paid. They may not want to disturb their current savings to pay for the cost to exercise (and taxes, if applicable) or the taxes due on the vest of an RSU/RSA. As long as the issuer's stock benefit plans have been registered pursuant to an S-8 Registration Statement, Stifel may be able to finance an insider's costs associated with any of these events. We have two methods which can be utilized; the exercise and sale and, under appropriate circumstances, the exercise and hold.