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Roles and Responsibilities of Trustees

• ESOP Trustee is the legal shareholder of the shares held in an ESOP Trust

• Trustee holds a fiduciary responsibility for the ESOP and its participants

• With regards to valuation the Trustee is:

• Responsible for the annual valuation of the ESOP shares

• Required to vet and retain an independent valuation expert

• Play an active role in the valuation process

• Establish the annual ESOP stock price, but does not perform the valuation

• Bears the responsibility of the valuation conclusion

• Is liable for any claims of undervalue or overvalue stock that are brought against the ESOP

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