Opening Remarks

Speakers: M. Patricia Oliver, Partner, Tucker Ellis LLP, and Director, Civista Bancshares, Inc.

Welcome from Co-Chairs

Speakers: Glenn E. Morrical, Partner, Tucker Ellis LLP; Fred A. Cummings, President, Elizabeth Park Capital Management

Timing Is Everything: Smart Buyers and Sellers

Moderator: Fred A. Cummings, President, Elizabeth Park Capital Management

Panel:

• R. Lee Burrows, Jr., CEO, Banks Street Partners
• J. Armando Ramirez, Managing Director – Financial Institutions Group, Pickwick Capital Partners
• Michael C. Crapps, President and CEO, First Community Corporation (FCCO)
• Mark J. Grescovich, President and CEO, Banner Corporation

Discussion Details: Topics will include: the right reasons to sell; performance expectations to justify independence; changing price expectations; impact of tax rate change on M&A discussions; timing considerations; optimal size to sell; optimal size for being a preferred bidder; importance of assembling the right team; and the M&A outlook for 2019.

Jockeying for Position: Winning M&A Strategies

Moderator: Glenn E. Morrical, Partner, Tucker Ellis LLP

Panel:

• Mark W. Biché, Managing Director, Sandler O’Neill + Partners
• Charles R. Crowley, Managing Director, Boenning & Scattergood, Inc.
• Andrew L. Meinhold, Senior Vice President, ERIEBANK
• David C. Walker, Executive Vice President and CFO, Level One Bank

Discussion Details: This panel will discuss current deal pricing and structuring issues and trends. Our panelists will address, among other things, the current market outlook; tangible book value dilution vs. earnings accretion; price protection provisions; executive compensation expectations; the stickiness of deposits; the use of cash, stock, or a mix of stock and cash; and negotiated deals vs. auctions.

Racing for Success: What Is Effective Board Engagement

Moderator: M. Patricia Oliver, Partner, Tucker Ellis LLP, and Director, Civista Bancshares, Inc.

Panel:

• Martin E. Adams, Managing Member, Strategic Value Bank Partners
• C. Daniel DeLawder, Chairman, Park National Corporation and Bank
• Harold T. Hanley III, Managing Director, Keefe, Bruyette & Woods
• E.G. McLaughlin, former President and Chief Executive Officer of United Community Bancorp and United Community Bank

Discussion Details: Topics will include setting acquisition strategy, parameters and priorities: in early meetings with potential target executives and board chairs; as part of an M&A committee; in addressing key social issues in early discussions; in deal approval process; in orientation/integration of new directors, advisory board members, etc.

Closing Remarks

Speaker: M. Patricia Oliver, Partner, Tucker Ellis LLP, and Director, Civista Bancshares, Inc.