Transactions

THE PUBLICATION OF THE PENNSYLVANIA ASSOCIATION OF COMMUNITY BANKERS

Pennsylvania’s Community Banks. For people and their neighborhoods.

April 2012

Coatesville Restoring the Community

Risk Management

Recent trends & how banks manage risk Page 12

Legislation PACB Foundation A look at act 91 Page 16

Scholarship winners announced Page 32

UPCOMING Education events May • 2012

September • 2012 (CONT)

HR Conference May 16-17, 2012 Holiday Inn Hbg.- Hershey - Harrisburg, PA

ALM Seminar September 27, 2012 DoubleTree Monroeville - Monroeville, PA

June • 2012

October • 2012

Directors Conference June 5-6, 2012 The Nittany Lion Inn - State College, PA

ALM Seminar October 3, 2012 PACB Headquarters - Harrisburg, PA

August • 2012

Tech Conference October 10, 2012 PACB Headquarters - Harrisburg, PA

Leadership Conference May 1-2, 2012 Omni Bedford Springs Resort - Bedford, PA

135th Annual Convention August 17-20, 2012 Vail Marriott Resort & Spa - Vail, CO

September • 2012

Compliance Seminar September 18, 2012 PACB Headquarters - Harrisburg, PA Audit Seminar September 20, 2012 PACB Headquarters - Harrisburg, PA

Compliance Seminar September 26, 2012 DoubleTree Monroeville - Monroeville, PA

Marketing Conference October 17-18, 2012 Hilton Garden Inn - Hershey, PA

November • 2012

Directors College November 1, 2012 Doubletree Monroeville - Monroeville, PA

Plan your training for this year with our variety of educational seminars and conferences.

Registration is easy and just a click away at pacb.org.

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Let Your Voice Be Heard.

PACB introduces our

Brand new GRASS ROOTS WEBPAGE

get involved in shaping our future!

Get involved!

New Advocacy webpage keeps you on top of the issues and lets you become involved!

“We in America do not have government by the majority. We have government of the majority who participate.” - Thomas Jefferson The new PACB Advocacy webpage is a valuable tool that gives you a voice in the nation’s Capital and in the halls of the Pennsylvania legislature. The page will keep you up to date on current legislation and other issues that are affecting or will affect community banks, their employees and customers across Pennsylvania.

congressman to voice his opposition to a bill that would affect community bankers. The congressman told him that earlier that day his office had been overwhelmed by 200 credit union members voicing their support of this same bill. The congressman told him that he had been the one and only community banker to contact him about this bill.

On the Advocacy page, you will be able to find essential information about the most important issues that affect community banking today. The page will also provide information on how to contact your senators, congressman, and your representatives in the Pennsylvania General Assembly quickly and easily. When PACB members directly contact their legislators and government officials, our opportunity for success increases enormously. Combined with the efforts of PACB professionals, grassroots campaigning is a powerful force for change.

It is critical that we in the community banking industry become actively involved in shaping public policy so that it is responsive to the needs of our industry. We must play a role in influencing the decisions that are important to us, especially those that are key to our survival and that allow us to flourish.

We face stiff competition from big banks, credit unions and other organizations these days. But when we unite as a group, our combined voices have a larger and more farreaching influence than just one voice. Here’s an example: A retired community banker told me a story of visiting his

YOU Can Make a Big Difference in Just Five Minutes.

That’s all it will take to call or email your elected officials.

We encourage you and your colleagues to become involved in shaping our future! Visit the Advocacy webpage at www. pacb.org/grass-roots.

The actions of our government have an enormous impact on our lives and livelihood, so please take time to educate yourself about the issues and take action! www.pacb.org | Transactions | 3

Contents April 2012

FEATURE ARTICLES 10 The Ever-Changing Landscape of Employment Law Issues for Banks The key employment law issues that banks and financial institutions must pay particular attention to in making their employment decisions.

12 Time To Deal With It: A/L Stats Reveal Risk Management Trends Trends show that the ratio of asset-sensitive and liability-sensitive banks are becoming more evenly split. How will your bank manage risk?

16 What Does the Superior Court’s Decision on Act 91 Notices Mean To You and What Is Being Done By PACB? A look at Act 91 and what PACB has planned to fight back.

20 Why Congress Prefers E-mail (To Actual Letters) The best way to get the attention of your Congressmen so you can assure that your concerns are heard.

22 Coatesville: A City Full of Potential Coatesville Savings Bank, the only bank remaining in Coatesville, is dedicated to the community and its restoration.

34 Five Minutes With Congressman Tom Marino Pennsylvania’s 10th District Congressman discusses his first year in office, his views on redistricting, and what he likes to do in his free time. Find out his views on these subjects and more in this exclusive interview.

38 It’s Your Business. Control Your Energy-Related Operating Costs PACB’s newest associate member awaits the opportunity to help lower your energy supply cost through smart sourcing of electricity.

40 Small Business Needs Healthy Community Banks For many reasons, local banks are preferable to local businesses. Who is your community banker?

Advertisers 09 11 17 21 36 37 41 41 41

Pulse Shazam Shumaker Williams PC Stradley Ronon Rhoads & Sinon LLP Newtek Business Services Bybel Rutledge LLP AAS Debt Recovery Inc ParenteBeard 4 | Transactions | www.pacb.org

ON THE COVER

Pa State Representative Tim Hennessey, Frederick Henrich, Kenneth Kramer, Gary Rawlings, and Steven Cunningham gather at Coatesville Savings Bank to discuss the economic redevelopment of Coatesville, Pennsylvania.

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d n i F ! k n Fra Start having some fun with PACB’s monthly publication!

Find Frank offers a way to get rewarded for reading Transactions’ important articles every month. Somewhere on these following pages, a Frank A. Pinto bobble head is hidden. Want to play?

Here’s what you do: 1. Find Frank 2. Have a bank representative post on the PACB Facebook wall the exact location (page number & exact location) www.facebook.com/PACommunityBanks 3. Make sure your entry has a contact name & email 4. Submit!

THE PUBLICATION OF THE PENNSYLVANIA ASSOCIATION OF COMMUNITY BANKERS

Pennsylvania’s Community Banks. For people and their neighborhoods.

is published monthly by the Pennsylvania Association of Community Bankers 2405 North Front Street, P.O. Box 5319, Harrisburg, PA 17110-5319

Business Hours: 8:30 a.m. - 5:00 p.m. M-F Telephone: (717) 231-7447 www.pacb.org

PACB Staff: Dominic D. DiFrancesco, nick@pacb.org - President/CEO Saundra J. Cunningham, saundra@pacb.org - VP–Education Services Shirley A. Regan, sar@pacb.org - Comptroller/Office Manager Patricia Kuharic, patty@pacb.org - Administrative Assistant Frances M. Harris, frances@pacb.org - Director of Government Relations Eric A. Kovac, eric@pacb.org - Publications Manager Natalie S. Bombatch, natalie@pacb.org - Publications Manager

2011-2012 PACB Leadership Executive Committee Chairperson - Chuck Leyh President/CEO, Enterprise Bank Chairperson Elect - Ronald B. Geib President/CEO, Harleysville Savings Bank Vice Chairperson - Dennis D. Cirucci President/CEO, Alliance Bank Secretary/Treasurer - Andrew W. Hasley President/CEO, Allegheny Valley Bank President/CEO - Dominic D. DiFrancesco Pennsylvania Association of Community Bankers Immediate Past Chairperson - Richard L. Meares President/CEO, Fleetwood Bank Ex-Officio/General Counsel - Keith A. Clark, Esq. Chairman, Shumaker Williams, P.C.

Standing Committees: Chairs & Vice Chairs Education Diane McElwee, Bally Savings Bank Kevin Schmidt, Neffs National Bank Finance & Budget Frank S. DePaolo, Sharon Savings Bank FIRSTPAC George M. Evans, Indiana First Bank Legal Reginald Evans, Esq., Shumaker Williams, P.C. Angela L. Thomas, Esq., Latsha Davis Yohe & McKenna, P.C. Legislative Timothy Zimmerman, Standard Bank Frank Godino, First Star Bank Membership Ted Peters, Bryn Mawr Trust Company Andrew W. Hasley, Allegheny Valley Bank *PACB member banks only please.

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Strategic Planning David Hunsicker, New Tripoli Bank

PACB Chairman Chuck Leyh

A word from PACB’s Chairman Many of us are returning to Pennsylvania after attending another informative ICBA national convention. Nashville is a wonderful city and the Gaylord Opryland hotel was a wonderful venue for hundreds of bank vendors to share new ideas with attendees.

The vendor’s display at the national ICBA convention is a great place to investigate new ideas and products for our industry. I am beginning my next year’s business plan by visiting all the vendor sites to determine how my institution can stay competitive in this ever changing financial services market.

Perhaps you haven’t heard yet, but PACB is making some changes to our convention format this year in Vail, Colorado. Our objective is to bring new competitive ideas to our membership to assist them in successfully competing in today’s financial services industry. Speakers will introduce new ideas, new products and new spins on old ideas in their discussion. New lines of business, new technology and potential new partnerships will be presented.

Everything discussed will be on display in our expanded exhibit hall. When you receive your convention materials this month, I hope you will consider joining us this year as I promise it will be more than worth your investment!

Spring has arrived in Pennsylvania and with it comes the time to celebrate Community Banking Month. It is time to show our friends, neighbors, clients, and politicians how important we are to the community and how important they are to us. This is a wonderful time and opportunity to emphasize to the community how important they are to us as we strengthen each community we reside in.

I want you to know that we still plan to visit those of you that we have not seen yet. We have simply taken a break so that I can handle tax season.

Thanks for all you’re doing to build and serve Pennsylvania’s communities and our industry and I look forward to visiting more of you soon.

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PACB President/CEO Nick DiFrancesco

the reality of the moment What an amazing winter we are having. As I sit here writing this column, you would never know that its winter. Spring flowers are already in bloom and the temperature is more often in the fifties rather than the thirties. Things don’t appear as they should, and I like it like that!

While the picture out my window is amazing, the outlook for our industry is a bit more turbulent. On average, we are losing about 260 community bank charters per year. Most of these banks aren’t failing. Most of these banks are being pushed to merge by an overaggressive regulatory environment that fails to recognize the importance and the uniqueness of our nation’s community banks. What is worse is that many community bankers are still in a defensive position -- not fully engaged -- fighting battles from their heels.

You can’t win a fight on your heels. A winning strategy is fought on your toes, always leaning forward and pushing hard.

Fighting to defend your community bank franchise is a fight worth having. Imagine if your community lost its last community bank. What would it mean to the many families looking to finance their dreams? If your community bank disappeared, who would actually care for the senior citizens who may not be able to travel to the next town over and who need a little extra attention when they come in to pay their bills?

Who will assist local entrepreneurs when they need financing to get new businesses...job creating, econ-

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omy stimulating businesses...off the ground? And what other financial institution can put local dollars to work to the degree you can in your community?

If you were gone, there would be a hole in the community that could not be filled.

This month we profile Coatesville, PA, and Coatesville Savings Bank. Coatesville is a community facing great economic challenges and is down to one bank remaining in town. Thank goodness it is a community bank! As you read the story I hope you can relate to the struggles and opportunities of Fred Henrich and his management team, as they continue to serve the citizens of Coatesville. They continue to support their community even as the local community chartered credit union picks up and leaves town. It is the community banking industry who brings quality financial services to those that need them most.

PACB exists to tell the community bank story.

It is all we do, and we need your commitment to the cause. While networking is an important benefit of trade association membership, your decision to belong to PACB is really about fighting for the community banking cause. Other trade associations fight for the financial services industry. PACB fights for Pennsylvania’s community banks and the communities and small businesses they serve. With more than 260 bank charters going away each year, it is important for every community bank to join the cause. One voice, united by one cause! Get on your toes and join the fight.

In today’s climate, you need to be confident about where your debit card program is headed. Our singular focus on debit for more than 30 years provides you with insight, resources and guidance to help you optimize a secure debit program to retain customers and attract new ones. Go to pulsenetwork.com to learn how we can help you take the right road.

Š2012 PULSE

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The Ever-Changing Landscape of

Employment Law Issues for Banks By: Kevin M. Gold, Esquire & Todd J. Shill, Esquire Rhoads and Sinon LLP

F

or human resources professionals in the bank(“WARN”). WARN generally requires 60 days advance noing and financial services industry, the contice in the event of the closing of a plant or a mass layoff. stantly changing landscape of employment Thus, larger banks need to consider the impact of WARN laws is a frequent concern. Some of these iswhen deciding to close certain branches or engaging in a sues have become more important during the substantial layoff of staff. economic downturn and the corresponding layoffs and restructuring at many financial The economic crisis has also caused some banks to retain institutions. Other issues continue to evolve relating to the consultants or other persons providing specialized assistance day-to-day management of a financial services workforce. instead of hiring new employees. However, the United States Regardless of the reasons, human resources staff need to reDepartment of Labor has made it one of its top priorities to main vigilant and constantly educated with respect to applicrack down on employers who misclassify alleged independent contractors when they are truly employees. Given the cable employment laws at the Federal, state and local level. substantial penalties for mis classification, banks must be The recession during the past few years has brought very careful in the method remember to consider issues to light for banks and manner in which they engage consultants and oththat were previously not trademark protection for er service providers who are given much consideration. your name and logo. not classified as employees.

For example, with the need to downsize existing workAnother Department of Laforces and, in some cases, close branches or certain institutions completely, laws such bor focus that requires attention is eligibility for overtime as the Age Discrimination in Employment Act (“ADEA”) compensation. When layoffs are made, it is not uncomand Older Workers Benefit Protection Act (“OWPBA”) bemon for remaining employees to pitch in to help get the come key considerations. Banks will typically offer sevwork done. However, human resources staff must be very erance to terminated employees and seek a release of all careful about paying overtime to those employees who are claims in exchange. To do so effectively and legally, banks not exempt from overtime and are working more than 40 hours in a workweek. Those banks with mortgage personneed to carefully consider the implications of age in such nel should also be careful in how they compensate mortdecisions and whether age discrimination may have been a factor or consideration in termination decisions. The ADEA gage staff in light of recent Department of Labor determiand OWPBA also have a number of key requirements to get nations that severely curtail those employees that can be an effective release from an employee that must be scrupuproperly classified as exempt from overtime. lously followed. Another Federal law that had historically Separate from the issues that have arisen as a product of the been given little or no thought by financial institutions is the Workers Adjustment Retraining and Notification Act economy, banks must also keep a close eye on legal devel10 | Transactions | www.pacb.org

opments at the Federal, state and, in some cases, local level that implicate their ability to conduct background checks on applicants. The ability to conduct both criminal background checks and credit checks are under heavy scrutiny by legislators and employment discrimination agencies. Some states have already passed laws that limit credit checks and the EEOC and other state agencies, including the Pennsylvania Human Relations Commission, are studying restrictions on the use of criminal background history information. The City of Philadelphia recently enacted a law that also limits the use of criminal convictions in employment decisions. Although financial

services employees may typically be entitled to an exemption from such laws, since an applicant’s credit and criminal histories are often directly relevant to the jobs being sought, this is an issue that requires careful monitoring.

Kevin Gold is Chair of Rhoads & Sinon’s Employment & Labor practice group. His practice focuses on representing public and private employers in all aspects of employment & labor law, including the defense of discrimination & wrongful discharge claims; negotiation, drafting & enforcement of employment contracts; drafting of employment handbooks & policies; and providing advice & counsel regarding wage and hour issues, unemployment compensation claims, labor arbitrations, union elections & unfair labor practice cases.

Todd Shill is a member of Rhoads & Sinon’s Executive Committee. His practice focuses on representing employers in all aspects of employment law & litigation, including gender, age, disability, & race discrimination cases, wrongful discharge & breach of contract cases, wage cases, cases under the Family and Medical Leave Act, non-compete & breach of fiduciary duty injunctive relief cases, and unemployment compensation cases. In addition, Mr. Shill is a commercial litigator & is one of the founding members of the firm’s Entertainment & Sports practice group.

This is just a small sample of the key employment law issues that banks and financial institutions must pay particular attention to in making their employment decisions.

Importantly, many of these laws and regulations continue to change over time and require constant review and education so that the banks can minimize risk and liability in these critical areas.

freedom of choice Choose an EFT Network Invested in You While some would like community financial institutions to have fewer choices and less control, SHAZAM believes that community financial institutions must remain in control of their own futures.

SHAZAM is owned and operated by community financial institutions. We understand who you are and what you believe in. We’re here for you, providing the cost-effective technology that makes you more effective.

You do have a choice in EFT networks. Choose the only EFT network invested in your success.

www.shazam.net

(800) 537-5427

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Time to de A/L stats reveal risk

I

once heard an economist request of an audience that if they ask him to predict, at least pay him the courtesy of asking him often. Bond investors, who have been wrong in certain regards since 2008, will similarly one day be proven right.

institution’s IRR policy should clearly describe the methodology used, and the acceptable risk limits.

For the vast majority of community banks, cost-effective outsourcing is available from a number of vendors. At one point in the past, it was assumed that a $250-million asset bank could manage and document its IRR internally. That parameter has shrunk geometrically. Now, institutions of well under $100 million have funding and lending complexity that requires third-party assistance.

For a variety of reasons, the interest rate curve has been abnormally steep for about four years. Probably the most likely cause of this is that investors on different parts of the maturity spectrum have divergent expectations of future inflation levFor the vast majority of els. What is not in dispute community banks, cost-effective is what a positively-sloped curve predicts: Higher inoutsourcing is available. terest rates.

Now, as the economy seems to be gaining a foothold and price indicators are starting to move upward, maybe today’s investors will be vindicated in the next few years, and rewarded with a decline in the value of their holdings. What this also portends for community banks is that their interest rate risk profile will come into sharp relief.

How Banks Manage Risk There are several requirements for best practices as described in a joint statement from the FFIEC in January 2010.

One is that a simulation model is required for all institutions, and the old gap analysis, while permissible, cannot be the primary measuring tool for rate risk. Another is that an 12 | Transactions | www.pacb.org

For banks that are $1 billion or more, in-house resources are often the most effective application. Having dedicated personnel to create, monitor and report on the interest rate risk profile of the bank is usually worthwhile. In the case of these larger community banks, such an approach can make the process more customized, flexible, and useful.

Recent Risk Trends One of the third-party providers referred to above is Vining Sparks, which also acts as ICBA Securities’ clearing broker.

Vining runs interest rate risk analytics for 325 community banks, and periodically publishes statistics on its client base. Quarter-to-quarter comparisons can uncover some trends among financial institutions.

As of the end of 2011, the sample was almost perfectly evenly

eal with it management trends

By: Jim Reber ICBA Securities

split between asset-sensitive and liability-sensitive banks; 51 percent vs. 49 percent. Six months earlier, the ratio was 46 percent vs. 53. It is important to note that these profiles were the result of “user-defined” scenarios which utilize dynamic balance sheets, and contain banker opinions as to pricing power.

Still, assuming some degree of accuracy to the projections, this indicates that community banks are positioning themselves for rising rates by becoming “shorter” in their asset base.

floating rate loans. Today they are helping maintain margins, but for the first 100 basis points or so of rate hikes, they are effectively fixed rate assets. Banks can enter into interest rate swaps to make those loans immediately floating, and even start the contract at a specific date in the future.

Another is the strategic use of brokered deposits. In many parts of the country brokered funds are less expensive nominally than FHLB advances and require no collateral. Banks can also find much longer-term funding than in their back yard.

Also, it currently costs just a Vining sparks runs interest few basis points to issue callrate risk analytics for able CDs, in which the bank can repay the depositors ear325 community banks. ly and at no penalty, should be need arise.

The Vining model also applies “standard” scenarios, which assumes parallel rate shifts and a static balance sheet. This potentially takes some user bias out of the mix. The results, however, show similar trends.

The “standard” breakdown of the profiles as of June 2011 was 32 percent asset-sensitive versus 68 percent liability-sensitive. By December, the percentages had shifted to a 43/57 split. Again, this shows significant reduction in the sample’s exposure to rising rates.

Cure What Ails Ya Once the exposure to rate changes is quantified, any number of strategies can be deployed to provide a fix. The good news is that most of these can be placed immediately, and with little disruption to your bank’s core business. These examples assume that banks are interested in limiting exposure to rising rates.

These and other recommendations, including suitable securities purchases to fit particular rate risk profiles, can be arrived at through discussion with your broker or asset/liability consultant.

Jim Reber is the president/ CEO of ICBA Securities. He can be reached at 800-422-6442 or jreber@icbasecurities.com.

For one, many banks have “in the money” floors in place for www.pacb.org | Transactions | 13

T O DO:

2012

Leadership Conference

ip h s r e d a e L B C A - A t tend P to learn strategies to be a Conference ve leader so I can help more ef fecti rive now and in t he future. my bank t h at e n i l n o e c n e r fe n o - Register foraccb-education Leadership Conference Highlights pacb.org/p

Leadership and Talent in Banking Today What does it take to succeed as a leader in the banking industry today? How do we retain our high potentials, and develop the next generation of leaders? This session will provide an update on the talent landscape in banking today, as well as provide vital information for banks seeking to survive and thrive in the future.

Rewarding for Motivation Motivation and attitude are the greatest attributes towards sales and service success but they are the least tracked and managed professional development category. Research has also shown that “employee focused” organizations increased their revenue 483% over competitors that are strictly “bottom-line” focused. This session will explore effective strategies that will enhance your “Motivation Management.”

Competing with Larger Banks “BIGGER isn’t always BETTER.”It is just that we sometimes suffer from the “David and Goliath” syndrome. Community Banks are uniquely positioned to capitalize on a predicted migration of between 13 and 17 million customer accounts from the banking Goliaths of today’s financial landscape. ARE YOU READY? This session will present interesting statistics and creative strategies for competing with the GIANTS and with a smaller marketing and promotions budget.

Where?

Omni Bedford Springs Resort & Spa

When?

May 1-2, 2012

CPE Credits

Attendees are eligible to earn up to 10 CPE credits.

QUESTIONS?

Contact Saundra J. Cunningham, PACB VP-Education Services, at 717.231.7447 or saundra@pacb.org.

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Hot Compliance Topics In June, 2010 (before Dodd-Frank was enacted), federal bank regulatory agencies jointly published final rules regarding safety and soundness of incentive compensation arrangements that applies to banks of all sizes, including both publicly traded and privately held banks. The proposed Dodd-Frank incentive compensation rules are in addition to, not instead of, the inter-agency guidance. Bank examiners have added the inter-agency guidance to their regular examination process. These rules require Board oversight and a top-to-bottom review of all incentive compensation arrangements, even commissions for lenders. This session provides education about the final rules, presents a practical action plan for how to come into compliance with these rules, and discusses actions a board of directors should consider in satisfying its fiduciary obligations.

Handling and Dealing with Coworkers: Superiors, Peers and Subordinates As a leader, one of your primary opportunities for success is your ability to shape the way people work together. The purpose of this session is to help you more fully understand yourself, others, and how to get the most from your work experience through the relationships you develop as a leader, team member, and direct report.

Performance Reviews – How to Measure and How to Conduct Most managers if given the option would not go through the formal performance appraisal process with their employees. In this session, we’ll discuss how to conduct and measure performance and how to get positive results from performance appraisal sessions by utilizing the right tool, creating the right atmosphere for the review and avoiding the common appraisal traps.

Legal Issues of Social Media in the Workplace Privacy rights often conflict with the employer’s workplace policies and operational concerns. This session will cover the many and ever-increasing legal issues associated with the growing use of social media in the workplace, as well as by employees outside of the workplace.

TO DO:

Human Resources Conference 2012 Human Resources Conference Highlights

- Attend P ACB HR C onference to learn ea sy, useful a pproaches to HR issu es so I can help my bank stay u p-to-date, successful and complia nt with th e law.

- Register for confere nce online at pa cb.org/pacbeducation

Criminal Background Checks, Wage Issues and More!

This presentation will cover several important HR issues – criminal background checks and wage and hour issues.

Presenters will address federal and state laws that impact an employer’s ability and requirement to perform and utilize criminal background checks for applicants. This presentation will also provide an update on recent wage and hour developments, as well as review the ever-present pitfalls in employee compensation, including issues of hours worked, recordkeeping, and exemptions.

How to Create & Implement Career Development Action Plans Employees who have benefitted from meaningful career plans are more competent, motivated, and focused on helping the bank achieve its goals and providing the best service to customers. In this session, we will explore how to create and implement realistic career development action plans which are vital to a bank’s success and its ability to grow.

New ERISA Fee Disclosure Rules New rules governing the disclosure of fees charged by service providers to ERISA retirement plans issued by the Dept. of Labor become effective on July 1, 2012. Employers must communicate the fees to participants through an initial notice (required before August 31, 2012) and quarterly notices (the first one must be sent before November 14, 2012). In addition, if a vendor fails to timely provide the fee disclosure to the employer, the employer is required to report the vendor to the DOL. Failure to comply with the new rules could subject the plan’s fiduciaries to significant penalties. This session provides education for human resources personnel about the new rules and presents practical considerations on how to implement them.

Planning for Succession: A Community Bank’s Toolkit Succession planning is a proactive process of identifying, assessing, and developing talent to ensure you have the right people in the right roles today and in the future. This presentation will provide an easy-to-follow, structured approach to build and retain your bank’s talent.

Legal Update Topics will include Social Media, disciplining employees and the latest Court and National Labor Relations Board guidelines; the latest developments with the FMLA and FLSA, including the exempt status of mortgage staff; conducting lawful background checks; and developing effective severance packages in light of recent changes in the law.

Career Conversations: A Way to Enhance Employee Performance Corporate Executive Board studies show there is a 25% improvement in employee performance when their managers effectively focus on employee development. Career conversations are a positive way to retain top performers and re-engage struggling employees.

How to Conduct Workplace Investigations After some initial teaching on the finer points of investigation, attendees will participate in a work-place scenario, investigating from beginning to end. Attendees will take the initial complaint, interview witnesses, re-call witnesses as needed, apply company policies and finally come to a conclusion about what the company should do. This unique session will educate, entertain and provide insight into how others in the profession handle investigations.

Where?

Holiday Inn Harrisburg-Hershey

When?

May 16-17, 2012

CPE Credits

Attendees are eligible to earn up to 10 CPE credits.

QUESTIONS?

Contact Saundra J. Cunningham, PACB VP-Education Services, at 717.231.7447 or saundra@pacb.org.

www.pacb.org | Transactions | 15

WHAT DOES THE SUPERIOR COURT’S DECISION ON

ACT 91 NOTICES MEAN TO YOU AND

WHAT IS BEING DONE BY PACB? By: Paul A. Adams, Esquire SHUMAKER WILLIAMS, P.C.

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T

he recently reported three panel decision of the Pennsylvania Superior Court in Vukman v. Beneficial Consumer Discount Company brings into play the validity of using the Uniform Act 91 Notice that was adopted on June 5, 1999 by the Pennsylvania Housing Finance Agency (“PHFA”) and was in effect until September 8, 2008. The Court held that the Judgment and subsequent Sheriff’s Sale were null and void because in the Court’s view the Act 91 Notice did not inform the mortgagor of a right to have a face-to-face meeting with the lender/mortgagee.

In the view of the Court, the mortgagor raising the issue of a defective Act 91 Notice divested the Common Pleas Courts of subject matter jurisdiction meaning that the County Common Pleas Courts are prevented from hearing and de-

A Petition for Rehearing En Banc has been filed by each lender/mortgagee and all are pending. The Court has until April 13th to decide if the request for a rehearing by the entire Court will be granted. In the event the Court grants that request and allows briefs to be filed, the PACB has decided to file an Amicus Brief. PACB intends to argue that the PHFA Uniform Act 91 Notice in question was properly adopted by the PHFA consistent with Act 91 provisions and that it is inequitable to penalize PACB members that were required by statute to use the Notice.

PACB, along with other industries affected by this decision intend to explore a legislative fix to the matter. In the alternative, PACB will argue that the use of a Uniform Act 91 Notice is not subject jurisdiction matter, but only a potential procedural defect, that can either be waived or at least requires a finding of actual prejudice.

A Petition for Rehearing En Banc

HAS BEEN FILED BY EACH LENDER ciding requests for judgments or sheriff sales involving the old (pre-September 8, 2008) Act 91 Notices.

Effective September 8, 2008, the Pennsylvania General Assembly amended Act 91 to delete the reference to a mortgagor potentially having a right to meet with the lender/ mortgagee. As such, judgments and sheriff sales that relied on the PHFA’s Uniform Act 91 Notice on or after September 8, 2008 are not impacted by this decision.

In Pittsburgh, the Plaintiff’s attorneys and consumer groups are already requesting the Allegheny County Sheriff to suspend sheriff sales. The Sheriff has refused to suspend sheriff sales as requests by counsel for Beneficial Consumer Discount Company and two (2) other mortgagee lenders in non companion cases for rehearing by the entire Superior Court are pending. Plaintiff’s counsel estimates there may be 100,000 judgments and sheriff sales that potentially may be set aside because of this Court opinion. While this may be puffing, until a court reverses these rulings, judgments and sheriff sales that were based on the use of the PHFA Uniform Act 91 Notice may be open to judicial challenge.

We can expect such challenges to be made statewide, as this decision becomes more widely known. This ruling may have an impact on foreclosures or sheriff sales that are pending and properties currently in OREO that were acquired by a judicial procedure using an alleged defective Act 91 Notice. In addition, in the event that a PACB member made a mortgage loan to a mortgagor who acquired the title through a sheriff’s sale predicated on an alleged defective Act 91 Notice, this may bring into question legal title issues.

As such, subsequent sales of such mortgages into the secondary market may raise issues involving representations and warranties to the purchaser of those mortgages.

In the event your institution has this Act 91 issue raised in any judicial proceeding, the sale of OREO property, or concerning representations to the secondary market, please contact PACB or General Counsel, Paul A. Adams (paa@shumakerwilliams.com).

Shumaker Williams

is a premier, client-focused law firm assisting individuals and businesses throughout Pennsylvania, Maryland and New Jersey with a wide range of services, including: • Financial Services, Banking and Mortgage Regulation • Securities and Capital Enhancement • Corporate and Business Services • Employee Benefits and Labor Law • Residential and Commercial Real Estate Settlements • Real Estate, Land Development and Financing • General Business Law and Business Formation • Trademark Registration and Protection • Litigation, Arbitration and Mediation • Estate Planning, Taxation and Asset Preservation • International Law and Contracts • Immigration • Liquor Licenses and Hospitality Services Law

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For more information about our confidential advice and services, visit:

www.shumakerwilliams.com www.pacb.org | Transactions | 17

135th Annual Convention Vail Mountain Resort & Spa 路 Vail, CO August 17-20, 2012

*Convention Registration Information coming Soon* contact Saundra Cunningham, at (717) 231-7447 or by email at saundra@pacb.org.

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2012 SPONSORS & Exhibitors Vail Mountain Resort & Spa · Vail, CO • August 17-20 • 135th Annual Convention

Sponsors Diamond

FHLBank Pittsburgh Jack Henry Banking

Gold

Griffin Financial Group, LLC Luse Gorman Pomerenk & Schick, P.C. PNC Capital Markets S.R. Snodgrass Stevens & Lee

Silver

BMO Capital Markets GKST Inc. Buchanan Ingersoll & Rooney, PC Elias, Matz, Tiernan & Herrick LLP Federated Investors, Inc. FTN Financial Kilpatrick Townsend & Stockton LLP ParenteBeard LLC PULSE Shumaker Williams, P.C. Stifel Nicolaus Weisel

Bronze

Boenning and Scattergood, Inc. GTM Risk Management ICBA Services Network

Why Sponsor

General Sponsorships John M. Floyd & Associates Pentegra Retirement Services The Kafafian Group, Inc. Travelers Vantiv

Exhibitors Accume Partners Allied Solutions Barone Murtha Shonberg & Associates Inc. Comptroller of the Currency Computer Services, Inc. GTM Risk Management Herbein + Company, Inc. Hergenroeder Rega Scotti Ewing & Kennedy, LLC ICBA ICBA Securities ICS Risk Advisors iHELP Jack Henry Banking John M. Floyd & Associates Mortgage Services III, LLC Northland Securities, Inc. Pentegra Retirement Services Schneider Downs & Co., Inc. Secure Banking Solutions SHAZAM, Inc. Shumaker Williams, P.C. Star Network/First Data Terrapin Financial Services, LLC Travelers Vantiv Woodcraft Industries

Are you looking for an opportunity to support the Pennsylvania “Community Banking” industry? Look no further….Sponsorship of the PACB 135th Annual Convention could be the best investment you make. Our Convention is a great juncture to network with community bank presidents/CEOs, senior management and directors from across Pennsylvania. Your 2012 marketing plan should definitely include a sponsorship at the PACB 135th Annual Convention! There are a variety of sponsorship opportunities available.

We will work with you to provide a sponsorship that fits your budget.

Why exhibit

This “one-stop-shop” advantage provides Pennsylvania community banker presidents/CEOs, directors and senior management an opportunity to explore the latest in banking and technology. In today’s economic environment, our members are looking for ways to streamline operations and productivity while increasing profitability at the same time. This “one-stop-shop” venue provides every exhibitor the opportunity to meet with a large contingency of Pennsylvania community banking “decision makers” one-on-one.

Questions

If you have any questions, contact Saundra Cunningham, PACB VP-Education Services, at (717) 231-7447 or by email at saundra@pacb.org. www.pacb.org | Transactions | 19

Why Congress Prefers E-mail (TO ACTUAL LETTERS) By: Fran Harris PACB

A

s Capitol Hill moves towards being completely online, constituents may be wondering if anyone still reads letters.

The answer? Yes, but they don’t like to.

Each congressional office hires at least one legislative correspondent to sort and answer all kinds of mail. Though routines differ depending on how much mail a Member of Congress receives, almost all offices prefer email.

Congressional email really took off after the 2001 anthrax attacks, when letters containing spores of the deadly bacteria were sent to two senators. As a result of that scare, all constituent mail now has to go through a rigorous process that delays its receipt significantly. (As in weeks. I have seen a letter that has gone through the process; it looks nothing like the letter that was originally sent. It looks more or less as though it had a thorough zapping in a microwave.)

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That’s when Congressional offices really made the push to go electronic.

Members like email because it makes it easier for constituents to contact them and gives them an easy way to sort that mail.

Probably more than 95% of Hill offices really prefer electronic communication to come in via the Web, according to John Clocker, the Web branch manager in the Office of the Chief Administrator.

The rise in electronic submissions is logical given that the Internet is becoming increasingly more accessible to people of all ages and economic backgrounds. And with smartphones it has become even easier to email your congressman.

You’ll also find that your members of Congress don’t make their email addresses public. In the early 1990s, when Congressional offices were still learning how to use the Internet as a form of communication with their constituents, several

members did make their email addresses public. Their inboxes were soon flooded with more mail than they could handle, and it was impossible to undo.

When email comes into a member’s office those emails are distributed into a constituent relations team to figure out.

Remember, you will have a limited amount of time, so be prepared and be brief.

Writing (E-Mailing) Your Legislators Senators and representatives require people emailing them to supply an address and other information before sending an email. That is because they will only accept email from their own constituents. To help you figure out who represents you in Congress go to our Advocacy webpage at www.pacb. org/grass-roots. We have each Senator’s and Congressman’s email as well as phone number if you prefer to call.

Calling Congress To find your senators’ and representative’s phone numbers, you may use our searchable online congressional directory on our Advocacy webpage at www.pacb.

Though routines org/grass-roots.

differ depending on how much mail a member of congress receives, almost all offices prefer e-mail.

Remember that telephone calls are usually taken by a staff member, not the member of Congress. Ask to speak with the staff person who handles the issue you are calling about.

Identify yourself and let the aide know that you live in the district. Then tell the aide you would like to leave a brief message, such as: “Please tell Senator/Representative that I oppose bill number XXX.” Next explain the reason for your opposition to the bill and ask for your senators’ or representative’s position on these bills. You may also ask for a response to your call.

When you’re writing Congress, remember to tell your story. Explain how this issue is affecting your life in personal terms. You speak for hundreds of other voters who didn’t take the time to email, so choose your words carefully. And avoid ALL CAPS! This means that you are shouting.

For more information, contact Fran Harris, Director of Government Relations at PACB at 717.231.7447 or frances@pacb.org

Partnering with Pennsylvania banks since 1926 For more than 80 years, Stradley Ronon has helped Pennsylvania banks build their businesses. With combined experience of more than 60 years in banking law, our practice group leaders head a group of 35 attorneys representing over 50 banks – helping them manage their legal challenges, so they can focus on running their institutions. www.stradley.com/banking

Philadelphia Malvern Harrisburg Cherry Hill Wilmington Washington, D.C.

(From left) Stradley Ronon Banking & Financial Services partners Linda Ann Galante, Valentino F. DiGiorgio III and Christopher S. Connell.

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Coates

A City Full o

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sville:

of Potential

By: Natalie Bombatch PACB www.pacb.org | Transactions | 23

Coatesville Savings Bank exists to serve the needs of the citizens of Coatesville. Several big banks with branches in Coatesville left the town during the past few years; Coatesville Savings Bank is now the only bank maintaining a presence in the community.

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C

oatesville, a once thriving city nestled in Chester County has had its fair share of struggles. For many years, the city’s businesses and residents were largely dependent on Lukens Steel as an industry and as the primary employer in the city. The steel industry suffered a decline that began in the 1970s affecting the world, the nation, and Coatesville. As mills downsized, workers were laid off. Some mills shut down completely.

It is community-minded individuals and organizations who understand the importance of meeting the needs of the residents of Coatesville, and it is they who will continue to push for the revitalization of the city. Hennessey concluded, “What is vital is the fact that we’ve got to realize that people live here and they’re going to stay. There’s going to be a core group of people that will always be in the population for the City of Coatesville and we need to serve their needs as well.”

Although the steel indusCoatesville Savings Bank try in Coatesville doesn’t Coatesville Savings Bank What is vital is the fact that employ as many people as exists to serve the needs of it used to, Tim Hennessey, We’ve got to realize that people live the citizens of Coatesville.

State Representative for Several big banks with here and they’re going to stay. the 26th District where branches in Coatesville left Coatesville is located, said, the town during the past “There’s a positive spin to few years; Coatesville Savthe fact that we still have an active, productive, and profitings Bank is now the only bank maintaining a presence in able steel industry here in the City of Coatesville.” the community. Rafferty admits, “It’s discouraging that there’s only one bank left, but fortunately the bank is still John C. Rafferty, Jr., State Senator of the 44th District, added, there; it’s still lending its support to the community. It’s still “There’s still that real neighborhood feel in Coatesville; there’s a fixture for community and offers comfort to citizens that still longtime residents who live in Coatesville or longtime there’s still a bank in Coatesville.” residents who have investments in Coatesville. For instance, the Huston family of Lukens Steel is still very much involved That there is only one bank in the City of Coatesville is very in the City of Coatesville. They are keeping the history alive significant. Right now there are approximately 7,400 charof Lukens Steel and along down the road want to open a steel ters in the nation and they’re decreasing by about 3.5 permuseum, which I think would be a nice draw for the city.” cent per year. That’s 260 charters that go away every year. www.pacb.org | Transactions | 25

In the worst case scenario a community completely loses a bank, and in the best case scenario the bank merges with another financial institution. This process offers the community less consumer choice.

banks do, so we’re very conscious of those efforts. Despite the pressures, we’re making progress in what we’re doing for the community.”

Coatesville Savings Bank Vice President and Senior LendWith the disappearance of the other banks, Coatesville Sav- ing Officer Kenneth R. Kramer has worked for both big ings Bank has a real opportunity to generate new business. banks and community banks. He finds that one of the adFor most of their existence, vantages of being a comCoatesville Savings Bank munity bank is not selling We’re trying to change Coatesville. mortgages on the secondwas the place for mortgages and CDs, and with ary market. For the most The city’s on the right page, this new market opportunities part, when a customer gets bank’s on the right page. We’re all they began to offer services a loan at Coatesville Savthat citizens’ needed such ings Bank, it will always hoping for the best with these as installing ATMS, adding be there. projects because they will give us checking accounts, and diversifying their loan portKramer stated, “Our mana thriving business district. folio. Coatesville Savings tra here is, ‘Look at a loan Bank President Frederick P. and see if it makes sense.

Henrich said, “We’ve come a long way, and we still have a If it makes sense, find a way to do it.’ It gives us a little long way to go. But the momentum is starting to build and bit of a competitive advantage over the standardized the ball is starting to roll.” lenders that try to fit people into a little box. The decisions are made right here. Because we’re local, we can Over the last few years Coatesville Savings Bank downput together a large loan and have a decision in a day. sized the bank primarily due to regulatory pressures for Try that at a big bank and that’s just not going to happen. additional capital. As a mutual savings bank, the institu- We’re pleased and happy about the way we can serve our tion doesn’t have stockholders, so the only way to raise community. We’ve always tried to push quality service capital is through earnings. Henrich commented, “We and fast service as much as we can, and I think it is makdon’t have the extravagant lifestyle that some of the bigger ing a difference.”

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Kramer appreciates the diversity of loans he can offer, continuing, “Here in a community bank we can do a million and a half dollar construction loan for an auto body shop or we could do a ten thousand dollar home equity loan for a man who wants to pay for his daughter’s wedding, and anything in between.”

Coatesville Savings Bank and the Community Not only do you see community bankers in the bank, but you also see them in the community. Employees at Coatesville Savings Bank are encouraged to work with local organizations to make the community a better place. The bank supports several organizations and events throughout the year including Rotary Club of Coatesville, Coatesville Christmas Parade, Art Partners Studio, The Dental Society of Chester County and Delaware County, and Brandywine Health Foundation Strawberry Festival.

The bank’s Senior Customer Service Representative Doreen Broaddus began her career at the bank in 1987 as a teller.

“I’ve been very committed to this institution. I enjoy what I do both at the bank and in the community,” Broaddus declared. She is on the Board of Directors for Art Partners Studio, an organization whose mission is to keep the commu-

forms that come out or handle the technology today. Having someone there they can trust who can help them with their account, I think that’s very beneficial and the community banks offer that. I’m happy that there’s still a presence in the City of Coatesville.”

Representative Hennessey stated, “The bottom line is you don’t know who you’re dealing with in today’s giant banking industry in America. Community bankers give you the feeling of security and the localness that you need to inspire the confidence to help rebuild the city.”

It was with that sentiment that Steven C. Cunningham, Vice President Business Development Officer, joined the team at Coatesville Savings Bank. Cunningham began his career in community banking in 1984. For 27 years he worked at another bank, surviving every merger, and continuing to deal with clients, some of which he’d worked with for more than 25 years.

Cunningham said, “You know people everywhere you go in the county because you go to church with these people, you go to the ballgames with these people, you’re on nonprofit boards with these people. The big bank that buys you

We’ve come a long way, and

we still have a long way to go nity involved in the arts. In addition, Broaddus is a member of the Coatesville Christmas Parade committee where she helps to fundraise and organize the parade.

Having been with the bank for so long, Broaddus has developed close relationships with customers. She knows them and greets them by name; the customers appreciate the connection. Many customers that she has connected with and helps are senior citizens on a limited income who may need assistance with paying their monthly bills or writing a money order.

Broaddus added, “There are people who are out in the community who don’t have anyone. We tend to know who those people are, look out for them, and help them. Many of them no longer travel, so they want a bank close by. It would be a huge impact on this community if there was not a bank in Coatesville. We are definitely needed in this community. We love our customers and they do love us.” Henrich believes that this level of customer service is not available at just any other bank, but comes with years of built-up rapport with the local community.

Senator Rafferty agreed, “Community banks are a friend to many people. Customers have gotten to know the tellers and the managers, and they’ve gotten to know the customers. That’s very important because there are a lot of elderly who don’t necessarily know how to complete some of the

out throws a lot of money around but has no idea how to do business where you are with the people you do business with.” He realized that he was ready for a change when he no longer wanted any loan applications because he didn’t want to have clients go through the ordeal.

About a year and a half ago, Cunningham joined the team at Coatesville Savings Bank. He enjoys the relationship he has built with the citizens of Coatesville. He said, “I am having the time of my life. I have a relationship with the community, I am the bank to them; the bigger banks forget about that. It’s community banking at its finest.”

Along with many Coatesville Savings Bank employees, Cunningham is a member of The Rotary Club of Coatesville. He participates in Celebrate Coatesville, an event created from a partnership between The Rotary Club of Coatesville, the City of Coatesville, and the Road Cycling League. Coatesville Savings Bank was an event sponsor last year and will likely contribute again this year. Cunningham said, “We’re trying to change Coatesville. The city’s on the right page, this bank’s on the right page. We’re all hoping for the best with these projects because they will give us a thriving business district.”

Redevelopment of Coatesville Thanks to a group of dedicated citizens, businesses, and organizations, Coatesville is undergoing changes that could rewww.pacb.org | Transactions | 27

Community bankers Give you the

feeling of security and the localness that you need to

inspire the confidence to helP

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rebuild the city. www.pacb.org | Transactions | 29

vive the quiet town. Representative Hennessey said, “We’ve had a lot of people who, over the course of the last couple of decades, have invested lots and lots of money in the city because they see its potential.” The City of Coatesville has seen much cooperation from the Federal government, state government, and county commissioners, who are trying to pump money into the city to revitalize homes and businesses.

Coatesville Savings Bank’s Board of Directors also realizes

Representative Hennessey noted that, “We’ve seen too many instances of absentee landlords looking for the monthly rent check but not investing in the properties they buy. Habitat is trying to change that, and they’ve done a good job.” Gary Rawlings, City Manager, added that Habitat has committed to build 10 homes a year, spanning five years, for Coatesville citizens. It’s a partnership of many organizations throughout the community that is essential to the vitality of Coatesville. “As Gary and his crew are helping rebuild the city,

We seem to have turned a corner here

AND WE HOPE THAT CONTINUES the importance of community banking in the housing industry. They have made a five-year commitment and pledge to Habitat for Humanity of Chester County (HfHCC) to support private homeownership as opposed to renting. HfHCC’s mission is “providing basic, well-built, affordable, owner-occupied housing with God’s people in need – in a way that builds hope, dignity, and independence; develops partnership, encourages community, involves Christians and others of goodwill and cooperates with other organizations, so that God’s love is shared and celebrated.” Since 1989, the non-profit organization has built or renovated 107 homes for low-income families in need of safe, affordable housing.

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we’re trying to help them, too. It’s very much a team effort,” remarked Henrich.

According to Rawlings, Coatesville Savings Bank has stepped up and come forth to really help the city with development projects, especially the National Velodrome and Events Center, which will be an indoor cycling racetrack and multipurpose facility. The bank has committed to support the $30 million dollar project that will bring people back to Coatesville. Rawlings believes, “When you build it, they will come.” The only other indoor velodrome in the United States is on the west coast in Los Angeles. This fa-

cility will have a major impact on the eastern part of the longer trips as they practice and build up toward competing in events like the Olympics. A lot of the projects going country with 104 biking events each year as well as concerts on in Coatesville are intertwined which creates an overall and other community events. “It will change the face of this positive effect. downtown. Since I’ve been here, as of May 2011, Coatesville has really been on the cusp of development. It’s one of those cities that has been on the decline, but the popula- As for Coatesville Savings Bank’s feelings about the redevelopment projects, tion, from census to census, Kramer said, “What’s rehas increased substantially.

It is the support of all members ally nice is we’re right in That gives us motivation,” of the community working the middle of all of the Rawlings said. redevelopment projects together for many years that has around Coatesville.

I think The most recent project to brought Coatesville this far. it’s only going to mean be completed in Coatesgood things for the bank ville is a Courtyard by It is that same support that will and our ability to continue Marriott Hotel, schedcontinue to help the city grow to service the community.” uled to open by the end of April. Plans are also in and improve for years to come.

Representative Hennessey the works to renovate the said, “Some of the redevelformer train station, a $17 opment projects are things we’ve been talking about for million project funded by PennDot that will anchor that five, six, seven years in the city, and now they’re finally comsection of town. The train station will have a significant ing to fruition.

A lot of the slowdown was just the fact that impact on the number of people who will come to Coatesthe national economy slowed down and when that hapville because of an improved facility. Local service will be pened, everybody slowed down.

We seemed to have turned reestablished offering much more convenience to places a corner here and we hope that that continues.”

It is the suplike Philadelphia. port of all members of the community working together for many years that has brought Coatesville this far. It is that The train station will also feed customers to the velodrome, same support that will continue to help the city grow and giving visitors the option to come and go within one day. Or improve for years to come. visitors can choose to stay in the Courtyard by Marriott for

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Scholarship Fund The PACB Foundation was organized in 1994 to provide funds for the advancement of educational endeavors. The Scholarship Fund is the keystone of the Foundation’s educational mission, and actively invests in the futures of driven and community-minded young scholars.

The PACB Foundation Scholarship Fund awards collegebound high school seniors seeking higher education in a full-time capacity. Applicants must also be legal dependents of bank employees or a director of a PACB Member Institu-

tion working at least 1,000 hours per year for a minimum of two years.

For the past 18 years, the PACB Foundation Scholarship Fund has awarded college-bound high school seniors with $1,000 renewable scholarships. All recipients were chosen from a pool of qualified applicants. The PACB Foundation has selected five young scholars with impeccable academic credentials and a true sense of community as the PACB Foundation Scholarship Winners of 2012.

In addition to the five scholarship winners, the PACB Foundation has selected seven superb merit finalists. Each merit finalist will receive a $500 savings bond.

The PACB Foundation is funded through generous donations from individuals and corporations as well as from proceeds from fund-raising events of PACB and its Member Institutions.

MEGAN KIRK

SCHOLARSHIP WINNERS

FRANK A. PINTO SCHOLARSHIP FOR EXCELLENCE WINNER

THOMAS BAILEY

NATHAN T. GRAYUSKI

Thomas Bailey is the son of Thomas Bailey, President and CEO of Brentwood Bank in Bethel Park. Thomas will continue his education, majoring in Mechanical Engineering in college. At Bethel Park High School, Thomas was National Honor Society treasurer and two-year captain of the Varsity swim team.

CONNOR DISCO Connor Disco is the son of Kathryn Disco, Credit Officer at Mars National Bank in Mars. Connor will continue his education, majoring in Mechanical Engineering in college.

At Hampton High School, Connor was President of the Rotary Interact Club and Captain of the inline hockey team.

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Megan Kirk is the daughter of Michael Kirk, SVP/CFO of Mars National Bank in Mars. Megan will continue her education, studying Business in college. At Fox Chapel Area High School, Megan was Student Government Senator, Captain of the Varsity track team and placed 3rd at the State meet in high jump.

Nathan T. Grayuski is the son of Thomas Grayuski, VP of Human Resources at ESSA Bank & Trust in Stroudsburg.

Nathan will continue his education, majoring in Mechanical Engineering in college. At East Stroudsburg High School South, Nathan was a member of the National Honor Society and a Special Olympics Volunteer.

ANGELA TAYLOR Angela Taylor is the daughter of Charles Taylor, CFO of C&G Savings Bank in Altoona. Angela will continue her education, majoring in Occupational Therapy in college. At Bellwood-Antis High School, Angela was President of the National Honor Society and won 1st place at the state level of the PA Jr. Academy of Science competition.

DEVAN GEORGE

MERIT FINALISTS ALEX SWAUGER Alex Swauger is the son of Leslie Swauger, Customer Service Representative at First Federal Savings and Loan of Greene Co. in Waynesburg. Alex will continue his education, majoring in Biology in college. At Waynesburg Central High School, Alex was a fouryear Varsity Letterman on the WCHS Baseball Team and a member of both the National Honor Society and the Fellowship of Christian Athletes.

MEGHAN DOYLE Meghan Doyle is the daughter of Daniel Doyle III, VP Admin Services Manager at Mars National Bank in Mars. Meghan will continue her education, majoring in Applied Forensic Science in college. At North Hills High School, Meghan was the secretary for the Senior Class Student Council, an officer in the Spanish Club, and a member of her Parish Youth Council.

MEGAN KIDDER Megan Kidder is the daughter of John Kidder, Regional Manager/CDC of Northwest Savings Bank in Warren.

Megan will continue her education, majoring in Biology in college. At Kittanning Senior High School, Megan was a member of the National Honor Society, a two-year Varsity Letterwoman on the swim team, and a twoyear captain and Letterwoman on the Cross Country Team.

Devan George is the daughter of Jill George, VP of Human Resources at The Dime Bank in Honesdale. Devan will continue her education, majoring in Environmental Policy and Economics in college. At Honesdale High School, Devan was VP of both the National Honor Society and Student Council, as well as the founder and captain of the Reading Olympics team.

STEPHEN RATVASKY Stephen Ratvasky is the son of Cyntha J. Ratvasky, Peak Time Teller at Washington Financial in Washington. Stephen will continue his education, majoring in Biochemistry in college. At Trinity High School, Stephen was the Tenor section leader for the THS Chamber Choir, principal violist of the THS Pit Orchestra and a Life Scout in the Boy Scouts of America, Troop 1103.

KAITLYNNE KLINE Kaitlynne Kline is the daughter of Kathy Kline, Assistant Branch Manager of Mercer County State Bank in Sandy Lake. Kaitlynne will continue her education, majoring in Political Science and Mathematics in college.

At Cochranton Senior High, Kaitlynne was the captain of the girls Cross Country Team, VP of Key Club, Secretary of Spanish Club, and a member of the Senior High District Chorus.

BRETT WILLIAMS Brett Williams is the son of Edward Williams, VP and Director of Financial Reporting at Mid Penn Bank in Millersburg. Brett will continue his education, majoring in Journalism in college. At Gettysburg High School, Brett was the sports editor of the school newspaper, member of the National Honor Society, and member of both the High School soccer and track teams.

www.pacb.org | Transactions | 33

Five Minutes with Congressman

tom marino Fran Harris (FH): You were elected in November 2010 and began your Congressional career in January 2011. Tell us about your impressions of your first year in Congress.

FH: What have you enjoyed the most and liked the least?

CM: The most, I think no doubt, is really working and interacting with my constituents, whether they come to Washington and meet with me, or we talk when I’m back in the district. When we’re on breaks from Washington, I’m all over the district meeting with business owners, laborers, professional people, and kids in school. That’s the part I enjoy the most.

Congressman MARINO (CM): I’m enjoying it very much; it’s very challenging. It’s exciting but it’s extremely frustrating. And it’s very busy; I expected that. I’m on a tear from 7 o’clock in the morning until about 11or 12 at night the days that we are there (DC). We’re there at least three weeks out of the month. One week it’s Monday through Thursday, and the The least is when we have what’s called a markup. The comnext week it’s Tuesday mittee decides what piecthrough Friday. And then es of legislation will pass i think i have a little different we’re back in our district the committee and then on the weekends to meet perspective having lived life a little bit go to the House floor for with our constituents. So a vote. This is a situation longer than a lot of my colleagues. it’s very challenging and where the minority deit’s a very slow process. cides that will they throw up roadblocks to prevent good pieces of legislation. They FH: What have you found that you expected and what was try and prevent legislation from going through just because the most unexpected aspect? they are trying to get power back.

CM: Well, what I expected was it is complex and it is slow to pass legislation. We have 435 members in the House and 100 in the Senate, so you can imagine trying to get 535 people to agree on the same thing. I expected the long hours and I’m used to working long hours. What I didn’t expect was the extent of the dissension between the parties, the obstacles that are thrown up by the minority because they want to get back at the majority. That has probably happened on both sides of the aisle over the decades.

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It was really disappointing when I first got there. I had a senior democrat congressperson who tried to condescendingly explain something to me. He said, “You guys have a lot of work to do.” And I said, “What you mean ‘we’ have a lot of work to do? Don’t we both have a lot of work to do?” He responded, “No, you don’t know how things work around here. When you vote yes, we vote no, and when you vote no, we vote yes, and our job is to get the power back.” I thought that was a very sad commentary on his part and on

the system. I think the 89 new members that are there now, are making a very big difference on the way business used to be done.

FH: Your new congressional district is not dramatically different but you have a much larger area than the previous configuration. How are you adjusting to that and how are you reaching out to your new constituents?

CM: I’m adjusting just fine; there’s really no problem in adjusting. I’m picking up five new counties and losing a little more than three when you count the pieces of counties. I had 14 counties, and next year in 2013, I will have 15 counties. It’s the largest district in the state. My district is actually larger than the state of Connecticut. We go all the way to the northern border of Pennsylvania where we meet the southern border of New York, all the way to the East to New Jersey and New York, and up two-thirds of the way over the state and touch State College. And then I am one county away from the Maryland border. It’s very large area; it takes me about three and a half hours to drive from one end to the other.

FH: That’s a lot of driving!

patents, and infringement. There’s a lot of theft going on concerning what we invent in this country. Whether it’s producing movies, music, pharmaceuticals, or software, Russia and China are constantly stealing that information, stealing those products and then reproducing them with much lesser quality, and then flooding the market and selling them at a very cheap price. That costs billions and billions of dollars each year, and we have a loss of tens of thousands of jobs because of that. That’s one of the main missions that we are trying to rectify.

I’ve also authored 8-10 pieces of legislation as a new House member, and that’s pretty unusual for a freshman. Some of that legislation is one subject at a time. In Congress, we have a tendency to wrap a lot of things together and then make one vote. I think it’s important just for transparency that our constituents know how we vote. We draw up one piece of legislation and we vote on that, and go to the next. Another piece of legislation is that being a prosecutor, I have found a way that there is a loophole when it comes to prosecuting drug dealers from outside of the United States. So, I wrote a piece of legislation that allows us to arrest the drug dealers, let’s say in South America. They may not be sending the drugs directly to the United States; they may be sending the

Whether we like it or not, in this world

EVERYBODY wants to be like us CM: Yes, but it gets me out there with the constituents and I really enjoy that.

FH: Can you talk about your committee assignments and what legislative goals that you’d like to achieve?

CM: I’m on three committees; I’m on Homeland Security, Foreign Affairs, and Judiciary. I’ve been fortunate enough to get on three very important committees. And there’s a lot of work to do there. I think I’ve been put on these committees for the most part because of my legal background.

I’m on eight subcommittees; each committee has numerous subcommittees. Then, I’m also a member of eight different caucuses. So as I said, I’m up early in the morning and I get to the gym and do my work out, and I don’t finish up until about 10 at night.

Foreign Affairs committee involves budgeting. We primarily deal with what if and how much money we are going to send overseas. It also deals with political issues in the context of the rule of law in other countries. Homeland Security speaks for itself; protecting the home land, making sure that the agencies that are designed to do that are working efficiently and effectively, and that they have the resources. On Judiciary we have oversight over just about all of the federal government. Also, we work in areas of trade and intellectual property, technology, copyrights,

ingredients to that drug to Mexico. Then Mexico makes the drug and then sends it to the United States. The same way we arrest the drug dealers that come across from Mexico, I also want to be able to arrest the drug dealers who are manufacturing the product.

I drew up a piece of legislation that makes it illegal to take children to animal fighting. I find that to be just an abomination, not only because of torturing the animals, but subjecting children to watch this. I also drew up legislation that allows private security agencies to work with central agencies, making it easier from them do complete background checks. Just recently, I drew up a piece of legislation that dealt with independent pharmacies. The independent pharmacies cannot buy, and don’t have the resources to buy, volumes of drugs that the major pharmacies do. So, this legislation allows independent pharmacies to come together for the purchase of drugs, and then they can buy them in a larger quantity, therefore, hopefully, getting a lower price that they can pass on to the consumer. That’s just some of the work that I’ve done up to this point.

FH: So your background, your experience as a lawyer and a prosecutor has helped you with your committee assignments.

CM: Most definitely. I was an assistant District Attorney for two years in Lycoming County. Then I was the District Attorney for 10 years. Then in the Bush II administration, I www.pacb.org | Transactions | 35

was appointed the US Attorney for the Middle District of Pennsylvania, and I did that for six years. It gave me a good background in federal law, certainly, the federal courts system and Washington, and dealing with people. So, it has been to my advantage.

FH: You have such a busy schedule; what do you enjoy doing when you have some personal time?

CM: It is a small amount of personal time. As I said, I’m staying in Washington three weeks out of the month, and Tom Marino came to Congress in January 2011; he was sworn into the U.S. House of Representatives on January 5, 2011, becoming part of the largest freshman class in decades.

He emerged the victor of a three-man Republican primary race and went on to defeat two-term Democrat incumbent Chris Carney by 10 percentage points in November 2010.

Marino sits on three House committees, Foreign Affairs, Homeland Security and the Judiciary, and eight subcommittees.

Congressman Marino was an attorney who gained a reputation as a tough prosecutor, first as Lycoming

sometimes four weeks. Even though we’re only supposed to be there four days or four and a half days, it ends up being five days or a little bit longer. But as soon as I can, I get my work done, my desk cleaned off, get my votes accomplished, and make sure that my office staff doesn’t schedule anything until the next week. I can’t wait to get home to my kids. I have a daughter who will be 17 in a week, and my son will be 13 in a week and half. We just enjoy whatever we can together – going out to dinner, going to the movies, playing games at home. When they are by my side, I am happy County District Attorney and then as U.S. Attorney for the Middle District of Pennsylvania.

He practiced law for several years before being elected to two terms as District Attorney of Lycoming County.

He later served as U.S. Attorney for the Middle District of Pennsylvania. He was the first U.S. Attorney to attend the Top Gun PA X training classes and completed a National Security Seminar at the U.S. Army War College at the Carlisle Barracks.

Besides his committee work, he is involved with the Sportsmen’s, Immigration Reform, Coal, Kidney and Adoption caucuses – all issues that mirror his personal concerns and those of the residents of the 10th District.

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It’s Your Business.

Control Your Energy-Related Operating Costs.

By: Thomas W. Dickinson, PE, CEP Direct Energy Business Account Executive, Banking and Financial Industries

38 | Transactions | www.pacb.org

T

hrough PACB’s Associate Member Program you have a new resource to help you control a significant part of your operating expenses.

Direct Energy Business [DEB], a top three retail electricity supplier in North America, has joined PACB and awaits the opportunity to help lower your energy supply cost through smart sourcing of electricity for PA, OH, NJ and MD locations.

Over time DEB will fulfill its member support commitments to PACB by participating in events, sponsoring regional meetings, hosting quarterly information webinars and providing content in future issues of Transactions. We can make it easy for PACB members to measure the value of your decisions and to evolve with the changing PA electricity market, garnering continuous benefit and improvement along the way.

These four states, and many others, restructured their utility industries in the 1990’s to accomplish four significant results: 1. The distribution of electricity, and all the components for reliable and safe delivery to customer, would remain the responsibility of the respective Electricity Distribution Companies [EDC’s, a.k.a. PECO, Metropolitan Edison, PP&L, etc.].

2. The generation of electricity would no longer be managed/controlled exclusively by the regulated utility industry 3. The creation of a vibrant, transparent regional wholesale electricity market to stimulate the development and operation of new generation capacity independent of the distribution systems that move power around the region.

4. A regulatory structure to protect consumers at all levels, whether they chose to have their EDC provide their power through a regulated Default Supply structure – OR – to enable customers to consider non-EDC suppliers of power under well-defined supply and financial transactions.

For now, we simply want each PACB member and associate member company to know you have a knowledgeable partner in Pennsylvania’s retail energy industry, an Associate Member whose commitment to PA has been demonstrated over the years and who will assure your energy related operating costs and energy sustainability objectives are being actively and competently managed.

Most community banks treat electricity as a “fixed” operating expense, much like a lease payment or the asset cost of property ownership. The dichotomy is the cost of electricity supply, regardless of the supplier, is subject to change over time and to market forces that are far outside of those that impact the banking industry. Thus, “fixed” has become shorthand for “there is not much I can do about it”. DEB is a knowledgeable PACB Preferred Vendor and committed to accomplishing a few key objectives: • Elevating awareness of electricity supply cost control opportunities and creating a high comfort level in how to better manage the supply process • Assuring the decision process is simple, friendly and directly oriented toward profit protection • Providing the opportunity to contract with a financially sound electricity supplier whose credit and collateral resources and financial ratings put them at the top of their industry If you do not have the time or inclination to work your way through supplier selection possibilities and assess the associated risks, a DEB energy supply expert will work with your facilities and financial people to identify and implement an electricity supply cost management plan specific to your company – now, and as your situation changes over time. DEB offers choices that can help you reduce your current carbon footprint and show you how to source power that can help: • produce lower operating costs over time • require no equipment out-of-pocket expense or capital investments

The information presented on this page was gathered and compiled by Direct Energy Business for the convenience of its employees, clients, and potential customers and is for informational purposes only. Please note that results such as described above are not guaranteed and will depend upon many factors, including, but not limited to, your company’s risk tolerance, profile, and past decisions regarding energy purchases.

PACB welcomes our

new associate member

As one of North America’s leading energy suppliers, Direct Energy Business is dedicated to serving our customers with industry-leading energy management solutions. Serving more than 103,000 businesses in the U.S. and Canada and with more than 25 years of industry experience, we help businesses gain greater control of their energy costs and streamline their procurement process. To learn more about Direct Energy Business and our services and offerings, visit www.directenergybusiness.com.

Contact information: Michelle Markey Marketing Manager 1001 Liberty Avenue Pittsburgh, PA 15222 P: 412.677.5615 F: 412.667.6109 michelle.markey@directenergy.com www.directenergybusiness.com

www.pacb.org | Transactions | 39

Small Business Needs HealthY Community Banks By: Kevin Shivers National Federation of Independent Business (NFIB)

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ccording to the NFIB Research Foundation, 3.3 million small businesses, or 57 percent, tried to access credit in the past 12 months. That figure represents a 9 percent increase over the previous year, indicating substantially higher demand for credit among small business owners.

The same research shows that while nearly half of all small businesses seeking new lines of credit were rejected last year, owners whose primary institutions were community banks fared much better than those who did most of their banking with one of big national players.

In fact, 51 percent of small businesses seeking new lines of credit were approved last year if their lender was community bank. Among small business borrowers seeking loans from the largest banks, however, only 33 percent were approved. Community banks therefore seem decidedly more favorable to small businesses than their larger counterparts.

Despite that, research shows that a greater percentage of small business owners are relying more heavily on big banks. According to the report, half of all small businesses report using one of the 18 largest banks as their primary institution. Nearly 40 percent use Bank of America, JP Morgan/Chase, Wells Fargo/Wachovia/Citibank, US Bank, HSBC, Sun Trust or PNC. Only 20 percent say they rely first on a local community bank and another 14 percent say they use a regional bank as their primary institution.

One reason that might help to explain the decline in market share for community banks is that 400 of them have closed since 2008. It may also be true that to the smallest small businesses (those with fewer than 5 employees), location and convenience are most important and large banks with multiple branches and ATMS are therefore more attractive.

The report also measures competition among banks for small business customers. It shows that competition increased steadily early in the last decade, peaking in the period between 2001 and 2006. Since that time, however, small 40 | Transactions | www.pacb.org

business owners report a sharp decrease in the number of banks seeking to recruit them as customers. The economy no doubt plays a role, as well as federal regulations that make it riskier for lenders to grant loans even to businesses with excellent credit histories.

That’s a discouraging trend that needs to be reversed if our economy is going to rebound. The vast majority of employers in the United States are organized as small businesses and they provide more than half the jobs. In Pennsylvania they are especially important.

In rough times, small businesses need access to credit to weather the storm. In good times they need credit to expand. For many reasons, local banks are preferable to local businesses.

Obviously, small business owners are likely to have stronger and deeper professional and personal relationships with local bankers with whom they share the community.

Community bankers have traditionally provided more personal service and as our research shows, they tend to small businesses more favorable loan terms and better service.

Plus, many small business owners simply like the idea of doing business with a neighbor. They like knowing that the money they’re depositing in a local bank is being loaned out in their community to finance new homes, new cars and new businesses for their friends and family members. And when they need to talk to a lender, they like knowing that they can pick up the phone and talk to friend who knows their businesses and their needs.

Kevin Shivers is State Director for the National Federation of Independent Business (NFIB), the country’s largest advocate for small business owners with more than 14,000 members in Pennsylvania.

2012 M&A AND CAPITAL RAISING SEMINAR June 6, 2012 HERSHEY COUNTRY CLUB HERSHEY, PA M&A Outlook Capital Raising Due Diligence Employment Issues Strategic Alternatives for F inancial Institutions Accounting for Today’s Transactions Non-Banking Transactions CONTINENTAL BREAKFAST 7:30 - 8:15 AM SEMINAR 8:15 - NOON LUNCH NOON - 1 PM GOLF 1:15 - 5:45 PM

BYBEL RUTLEDGE LLP For more information, contact: wilkinson@bybelrutledge.com 717.731.1700

www.pacb.org | Transactions | 41

THE PUBLICATION OF THE PENNSYLVANIA ASSOCIATION OF COMMUNITY BANKERS

PACB welcomes our

new member

Pennsylvania’s Community Banks. For people and their neighborhoods.

Like what you see? Want more?

Subscribe Today! www.pacb.org/transactions

Each issue of Transactions is overflowing with timely news and information concerning all aspects of community banking, including: • PACB Member Spotlights • Legislative Updates From the State and Federal Levels • Vendor News • Regulatory Issues Impacting Community Banks • Hot Topics • New Products and Services Announcements PACB Members & Associate Members:

$60 per subscription

(Non-Members: $84 per subscription)

PACB welcomes our

PACB welcomes our

new associate member

new associate member

Provider of Employee Assistance Programs, also Critical Incident Stress Management (CISM) post robbery services. Additional services include staff training, management and HR coaching, and executive coaching for administrators and top managers.

Contact information: Chuck Mazzitti Owner 3207 N. Front Street Harrisburg, PA 17110 P: 717.901.5031 F: 717.901.5659 cmazzitti@mseap.com www.mseap.com

42 | Transactions | www.pacb.org

Contact information: James McSwiggan President & COO 732 Montgomery Avenue Narberth, PA 19072 P: 610.668.4700 F: 610.668.1185 jmcswiggan@royalbankamerica.com www.royalbankamerica.com

Panther Development Corp can help with our Client’s needs from the very start by aiding with project objectives, whether it be a new facility or a renovation of an existing facility. Panther can help with Project Management, Site Selection, Site Planning, Space Planning, Budget Forecasting along the way of any facility renovation. Panther can incorporate or help develop the Client’s Branding in order to make the Facility “stand-out”. Panther will aid with any necessary zoning, permitting, and develop the necessary “time-line” for smooth transitions into the new facility.

Contact information: James M. Schwartz President 1366 Old Freeport Road Pittsburgh, PA 15238 P: 412.963.6560 F: 412.963.6561 jsquare@nauticom.net

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Webinar & Telephone Seminars MAY MAY 3, 2012

MAY 4, 2012

MAY 8, 2012

MAY 10, 2012

MAY 15, 2012

May 17, 2012 MAY 23, 2012 MAY 24, 2012 MAY 30, 2012

MAY 31, 2012

JUNE Minor Accounts: Legal Ownership, Debit Cards & Access Deborah L. Crawford, gettechnical inc The New SAR & Your AML Program: Joint Filings, Suspects & Detailed Transaction Requirements: Effective July 1, 2012 Deborah L. Crawford, gettechnical inc FDIC Records & Related E-Mail Retention Rules Nancy Flynn, Founder & Executive Director, The ePolicy Institute Lender Alert: Regulation Z Mortgage Application Timing Requirements Bill Elliott, Young & Associates, Inc. Buy, Sell or Remain Independent: Strategic Decisions for Your Board Jeffrey C. Gerrish, Gerrish McCreary Smith Handling Check Exceptions, Returns & Adjustments Mary Gilmeister, WACHA & Ellen J. Heffner, ECCHO Your Customer Has Filed Bankruptcy, Now What?

Elizabeth Fast, JD & CPA, Bankers Choice Commercial Loan Workouts & Sample Policies Ann Brode, Brode Consulting Services, Inc. Regulatory Compliance for Lenders Susan Costonis, Compliance Consulting and Training for FIs Essential HR Recordkeeping from Hiring to Firing Kay Robinson, Robinson HR Consulting, LLC

JUNE 5, 2012

JUNE 7, 2012 june 12, 2012

june 14, 2012

june 19, 2012

june 21, 2012 June 26, 2012

june 28, 2012

Frontline Professionalism: Understanding Endorsements Deborah L. Crawford, gettechnical inc Medallion & Signature Guarantee Rules & Risks Elizabeth Fast, JD & CPA, Bankers Choice Denied Loan Requirements: Consumer, Commercial & Residential Ann Brode, Brode Consulting Services, Inc. Debt Service Coverage Calculations in Underwriting S. Wayne Linder, Young & Associates, Inc. Documenting Your Required Information Security Program Dr. Kevin Streff, Secure Banking Solutions Accounting & Auditing Reports to the Board David L. Osburn, MBA, Osburn & Associates, LLC Understanding & Navigating ACH Rules for ODFIs Shelly Simpson, AAP, EPCOR Branch Performance Indexing: Are Your Branches Achieving Their Full Potential?

John Matheny, Abound Resources

www.pacb.org | Transactions | 43

prsrt std u.s. postage paid harrisburg pa permit no. 547 2405 N. Front Street Harrisburg, PA 17110 Return Service Requested

Pacb Preferred Vendors Just another value included in the price of PACB membership! PACB Preferred Vendors often offer discounts or promotions on products and services to PACB members.

Call PACB at 717-231-7447 to find out how your organization can become part of this select group of professional firms.

With the exception of official announcements, the Pennsylvania Association of Community Bankers and staff disclaim responsibility for opinions expressed and statements made in Transactions.

This publication is intended and designed to provide accurate and authoritative information, not to provide legal, accounting, or other professional services.